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Terms and Conditions
Last Updated: 15/05/2025

1. Engagement

  • 1.1 These terms govern the engagement by the Client of Invigour Pty Limited (“Invigour”) to provide services (“Services”) as more fully set out Online (“Online”) where applicable, in the Term Sheet (“Terms Sheet”) where applicable, Schedules (Schedules) where applicable, and/or Invigour Terms and Conditions (“TOC”) together with any variation to them (“Agreement”).
  • 1.2 This Agreement constitutes the entire agreement between Invigour and the Client.
  • 1.3 Where there is any difference in conditions between the documents of this Agreement, the documents have the following order of seniority: Term Sheet, Schedules and TOC.
  • 1.4 The Client acknowledges that Invigour is engaged under this Agreement as an independent contractor. No person has been authorised to give any representations on behalf of Invigour as regards to the subject matter or terms of the Engagement and any representations, which have been or may be given shall not be relied upon and are void.

 

2. Client Obligations

  • 2.1 The Client agrees to pay for the Services as set out in this Agreement.
  • 2.2 On request, the Client will provide all reasonable and necessary assistance, including access to all information, which Invigour considers necessary to provide the Services. The Client agrees to promptly update any information previously provided by the Client or its agents to Invigour where there has been a change to that information which may affect the scope or performance of the Services. Unless otherwise stated in the Agreement, Invigour will not independently verify the accuracy of such information and documents and will not be liable for any loss or damage arising from any inaccuracy or other defect in any information or documents supplied by the Client.

 

3. Client Coaching (if applicable)

  • 3.1 The Client must provide at least 2 business days’ notice to reschedule any coaching session (“Session”), otherwise, the Session will be considered cancelled without any replacement obligation. For the avoidance of doubt, the Client must pay for any such cancelled Session.
  • 3.2 The Client agrees to take minutes of each Session and the action items from each session.
  • 3.3 The Client acknowledges that the Services may bring up issues that may be confronting and challenging, that requires vulnerability, and achieving desired results will require commitment, strong decision making, and perseverance and that the Client is open to new strategies and solutions.
  • 3.4 The Client confirms that they:
    • 3.4.1 acknowledge that changing habits can take time and do not expect immediate results as time is needed for new habits to be created and to hold;
    • 3.4.2 explore areas for improvement, be prepared to be vulnerable and go to difficult places, and be open to new strategies and solutions;
    • 3.4.3 are of sound mind and have no history or present experience of mental illness;
    • 3.4.4 will disclose all relevant facts however confidential or personal or indirectly relevant that may affect mindset or the current situation or strategies proposed;
    • 3.4.5 complete all agreed work, tasks, research, and action steps agreed in the Sessions in the agreed time.

 

4. Change to Services

  • 4.1 Either of the parties may request changes to the Services as set out in the Agreement. Both parties agree to work together to enable each to assess the impact of any requested changes on the cost, timing and any other aspect of the Services.

 

5. Unavoidable Delays

  • 5.1 Invigour is not liable for any failure or delay in providing the Services if caused or contributed to by anything (including the Client’s non-performance, untimely provision of information by the Client or the provision of incomplete or incorrect information by the Client) beyond the control of Invigour or that was unforeseen at the time of entering into this Agreement, provided Invigour has advised the Client of the delay and its cause. Invigour may review its fees as a result of any such failure or delay with the Client’s consent.

 

6. Non-solicitation

  • 6.1 During the term of this Agreement, and for six months following termination, the Client must not directly or indirectly:
    • 6.1.1 offer to employ or engage any Invigour employee (“Employee”); or
    • 6.1.2 induce or solicit any Employee to leave the employment of Invigour.
  • 6.2 Invigour intends, but cannot guarantee, that the same person(s) will provide the Services to the Client during the term of this Agreement. If this is not possible for any reason, Invigour will promptly inform the Client and will identify the substitute person(s).

 

7. Use of Reports, Advice and Opinions

  • 7.1 All communications, reports, advice, or opinions (“Correspondence”) from Invigour to the Client, whether written or oral, are provided solely for the Client’s use in connection with this Agreement and shall not be used for any other purpose or referred to in any document or made available to any other person (except as provided for in clause 9) without Invigour’s prior written consent. The Client acknowledges that Invigour’s Correspondence is not financial advice and that the Client should seek its own independent financial advice at all times.
  • 7.2 No other party is entitled to rely on Invigour’s Correspondence for any purpose whatsoever and Invigour disclaims all responsibility to any such third party.
  • 7.3 Where the Client requests to receive a digital copy of any Correspondence, Invigour is not responsible for any unauthorized copying, interception, interference or delivery failure. Invigour does not warrant that any electronic Correspondence is virus-free or will not harm the Client’s computer systems.
  • 7.4 Written, final Correspondence shall take precedence over any oral and/or interim Correspondence. Invigour is not responsible for updating any reports, advice or opinions subsequent to the issue of a final version.

 

8. Professional Fees and Payment Terms

  • 8.1 Invigour’s performance is dependent on the Client carrying out their responsibilities as set out in the Agreement and the Client providing all information reasonably requested by Invigour in a complete and timely manner. Should this not occur, it may lead to an increase in fees depending upon the extent to which Invigour has to perform more work or reschedule commitments to deliver the Services. Alterations to the scope of Services or delays beyond the control of Invigour may require a reallocation of engagement staff and a renegotiation of fees. Any such adjustment as necessary will be first agreed between the parties.
  • 8.2 The Client is liable for, and agrees to pay, all tax or other charge imposed on Invigour (now or in the future, other than corporate tax) in relation to any transactions arising in connection with, or as an outcome of, this Agreement. This includes (but is not limited to) any goods and service tax (“GST”) under the A New Tax System (Goods and Service Tax) Act 1999 (Cth) as amended or equivalent tax.
  • 8.3 All fees charged by Invigour under this Agreement are quoted exclusive of GST and any other applicable taxes or charges. Expenses, including travel and subsistence, and goods and services purchased on the Client’s behalf, are charged at cost, subject to the Client’s prior approval. For travel, Invigour’s standard policies apply which are to use business class or equivalent for overseas air travel and between Perth/Darwin and the east coast of Australia and economy class on all other domestic flights. Any expenses to be incurred for travel on behalf of the Client or to the Client for meetings is subject to pre-approval.
  • 8.4 Except as otherwise agreed: (a) Invigour will issue invoices at least monthly; and (b) the Client must pay all invoices electronically with Osko functionality within 3 business days of receipt. Invigour reserves the right to charge interest on overdue amounts at an annual rate of 2 percent over the Reserve Bank of Australia Cash Rate from the date payment is due until repaid in full.
  • 8.5 Invigour reserves the right to recover all reasonable default costs and enforcement expenses in the event tax invoices are not paid by the due date and recovery action is necessary.
  • 8.6 The Client agrees that Invigour will hold a general lien over all files, papers, and documents belonging to the Client (“Documents”) that are in Invigour’s possession as security for all outstanding amounts owed by the Client to Invigour including without limitation unpaid tax invoices, interest, default costs and enforcement expenses (“Outstanding Amounts”) until all Outstanding Amounts are paid in full to Invigour.

 

9. Confidentiality and Privacy

  • 9.1 Invigour may use the Client logo on its website or that of Matt-Joy.com, and use references of a general nature to the work undertaken for the Client in proposals or other similar submissions made to other prospective clients unless the Client expressly prohibits or limits such disclosure.
  • 9.2 Unless otherwise agreed, Invigour is authorised by the Client to speak to, or meet with, any other person whom it may need to contact to perform the Engagement or who the Client requests Invigour to contact.
  • 9.3 Other than as set out in this Agreement, neither party may disclose or provide any confidential information of the other party to any other person (except its professional advisors) without the other party’s prior consent. Confidential information includes all information relating to the personal, commercial or business affairs of the disclosing party and:
    • 9.3.1 in the case of the Client, includes the Client’s personal information (including Personal Information as defined in clause 9.4) and all of the Client’s methodologies, information, plans and technology (“Client Information”); and
    • 9.3.2 in the case of Invigour, includes Invigour’s Correspondences, all advice and strategies provided by the coach, personal information (including Sensitive Information as defined in clause 9.4) and all of Invigour’s plans, methodologies, information and technology.
  • 9.4 The Client acknowledges that Invigour may collect, receive, generate and/or store from the Client, the Client’s records or individuals as authorized under clause 9.2 personal and sensitive information (as defined in the Privacy Act (Cth)) (“Personal Information”) of the Client, its employees, or other persons connected with the Client’s business. If the Client provides such Personal Information to Invigour, it declares that it is authorised by the relevant persons to release such Personal Information and otherwise authorises Invigour to collect, use and disclose the Personal Information for the purposes of this Agreement. The Client states that it has, or will, comply with Australian Privacy Principle 5 in respect of such disclosure of Personal Information. Invigour will only deal with the Personal Information in accordance with its Privacy Policy and the Australian Privacy Principles under the Privacy Act (Cth).
  • 9.5 Invigour may use the Client’s personal information for the purpose of providing marketing or training information to the Client. This may include newsletters and invitations to seminars or other events. The Client consents to Invigour using the Client’s personal information for this purpose. The Client may opt-out of receiving marketing material at any time by advising Invigour.

 

10. Non-Disclosure Agreement

  • 10.1 This Agreement is subordinate to the terms of any Mutual Non-Disclosure Agreement executed between the parties.

 

11. Intellectual Property

  • 11.1 In relation to all material provided by Invigour to the Client in the course of this Agreement (the “Engagement IP”), Invigour:
    • 11.1.1 owns all right, title and interest (including copyright) to the Engagement IP;
    • 11.1.2 grants the Client a non-exclusive, worldwide license to use the Engagement IP for the purposes of this Agreement and solely in connection with the Client’s internal business.
  • 11.2 Invigour warrants that it has the right to grant the licence to the Engagement IP and that none of the Engagement IP infringes, and that the exercise of any of rights granted by Invigour to the Client under this Agreement will infringe, any rights of any third party.
  • 11.3 No patent, copyright, trademark or other proprietary or intellectual property right is hereby licensed, granted or otherwise transferred to Invigour by the Client by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement.

 

12. Referral Partners and Partner introductions

  • 12.1 To the extent that the Client formally engages third parties introduced by Invigour, it acknowledges that:
    • 12.1.1 they may have a commercial arrangement with Invigour; and
    • 12.1.2 should the Client engage such third parties; they may pay a commission to Invigour as provided for under the terms of their commercial arrangement with Invigour.

 

13. Limitation and Exclusion of Liability

  • 13.1 Whilst Invigour is obliged to act in the best interests of the Client, Invigour shall not have any liability with respect to its services hereunder to such parties or to any other person, firm or entity, and for the avoidance of doubt and to the maximum extent permitted by law, Invigour limits its liability under this Agreement to the fees paid by the Client under this Agreement.
  • 13.2 Further, to the maximum extent permitted by law, Invigour excludes all liability for all (a) indirect and consequential loss or damage incurred by the Client; (b) loss or damage suffered by the Client attributable to fault, negligence, act, or omission of the Client; and (c) loss or damage suffered by the Client as a result of any materially false, misleading or incomplete information provided to Invigour by the Client or on the part of any person for whom the Client is responsible (including other advisors to the Client) (“False Information”).
  • 13.3 Nothing in this Agreement excludes, restricts or modifies the application of the Competition and Consumer Act 2010 and Australian Consumer Law therein (the “Act”). To the extent permitted by law, Invigour may, in its absolute discretion, limit its liability to either resupplying the Services without charge to the Client or to pay the Client the cost of having the Services performed again.
  • 13.4 The limit of the liability of Invigour as set out in clause 13.1 applies in respect of any direct or indirect loss which the Client may suffer under this Agreement, whether arising from the breach of an express or implied term of this Agreement, or from the breach of a common law duty of care, by Invigour.

 

14. Financial Services

  • 14.1 Services exclude any conduct or activity that constitutes a financial service or financial product advice as defined in Chapter 7 of the Corporations Act 2001 (Cth). Specifically, the Services do not include:
    • 14.1.1 Representing any party in negotiations where doing so would amount to dealing in financial products;
    • 14.1.2 Arranging for fundraising activities that fall within the meaning of “arranging” under section 766C of the Act;
    • 14.1.3 Any other financial service that would require the provider to hold an Australian Financial Services Licence under section 911A.
  • 14.2 The Client acknowledges that the Services are strictly limited to strategic, operational, and general business advisory and do not constitute, nor should they be relied upon as, legal, financial, or investment advice. The Client is solely responsible for obtaining their own independent legal, financial, or investment advice as required.

 

15. Indemnities

  • 15.1 The Client indemnifies Invigour against all liabilities, claims, costs, losses, suits or expenses incurred by Invigour (a) in respect of any claim or action by a third party in connection with, arising out of or is in any way associated with the provision of the Services; (b) in respect of any act or omission, negligence or recklessness, or breach of this Agreement by the Client; and (c) as a result of any False Information provided to Invigour. Invigour holds the benefit of this indemnity on trust for itself and its partners, directors, employees and contractors.
  • 15.2 The Client shall be entitled to assume the defence of any claim or action by the third party with counsel of their choice at their own expense (and Invigour shall not be responsible for the fees and expenses of any such retained counsel (except in the limited circumstances described in 15.3); provided, however, that such counsel shall be reasonably satisfactory to Invigour.
  • 15.3 Notwithstanding the Client’s election to assume the defence of such litigation or proceeding (a) Invigour shall have the right to employ separate counsel and to participate in the defence of such litigation or proceeding, and (b) the Client shall bear the reasonable fees, costs and expenses of Invigour’s separate counsel if (but only if) the use of counsel selected by the Client to represent both the Client and Invigour results in a conflict of interest under applicable laws or rules of professional conduct.

 

16. Personal Property Securities Act 2009 (“PPS Law”)

  • 16.1 For the purposes of this clause, “PPS Law” means (a) the PPS Act; (b) any regulations made at any time under the PPS Act; (c) any provision of the PPS Act or regulations referred to in (b) above; (d) any amendment to any of the above, made at any time; or (e) any amendment made at any time to any other legislation as a consequence of a PPS Law referred to in (a) to (d) above.
  • 16.2 If at any time Invigour determines that the Agreement (or any of the transactions contemplated by or under it) creates a security interest over any of the Client’s personal property in Invigour’s favour, then the Client must promptly, upon Invigour’s request, do all things necessary (including, without limitation, completing, signing and providing documents, obtaining consents and supplying information) to (a) protect any right, title and/or interest of Invigour in the relevant personal property; (b) ensure that any such security interest in favour of Invigour is enforceable, perfected (including, where applicable, by control as well as by registration), maintained and otherwise fully effective and ranks as a first priority security interest wherever that is possible; (c) enable Invigour to prepare and register a financing statement or a financing change statement; and (d) enable Invigour to exercise any of its rights or perform any of its obligations in connection with any such security interest or under the PPS Law.

 

17. Electronic exchange of documents

  • 17.1 In relation to the electronic exchange of documents:
    • 17.1.1 parties may exchange executed counterparts of this Agreement, or any other document required to be executed under this Agreement, by delivery from one party to the other party by email or other electronic means (Electronic Delivery);
    • 17.1.2 Electronic Delivery of an executed counterpart will be deemed effective delivery of the original executed counterpart, from the date and time of receipt by the other party; and
    • 17.1.3 a party that provides an executed counterpart by Electronic Delivery may also provide the original executed counterpart to the other party. However, a failure to do so has no effect on the formation or enforcement of this Agreement.

 

18. Termination

  • 18.1 Subject to the Agreement, either party may terminate this Agreement (noting the seniority provisions in clause 1.3 that mean for instance, that the Term in the Term sheet will have seniority to this clause 18):
    • 18.1.1 by providing a minimum of 60 day’s written notice to the other party without cause; or
    • 18.1.2 immediately by notice to the other party, if the other party commits a material breach of its obligations under this Agreement that cannot be remedied or, if the breach is capable of remedy, the breach is not remedied within 14 days after receipt of a notice identifying the breach and requiring its remedy; or
    • 18.1.3 immediately by notice to the other party, if the other party is insolvent or presumed to be insolvent, or if a liquidator or provisional liquidator is appointed or if it ceases to carry on business or threatens to do so or anything occurs which has a substantially similar effect to any of above.
  • 18.2 If a conflict of interest arises, Invigour will use its reasonable endeavours to discuss the conflict with the Client and explore how it can be mutually resolved. If resolution cannot be found, Invigour may terminate this Agreement by providing the Client with 30 days’ prior written notice.
  • 18.3 On termination of this Agreement for any reason:
    • 18.3.1 each party will upon request return or destroy all of the other party’s confidential information (provided that Invigour may retain any such information until such time as the Client has paid Invigour all outstanding amounts);
    • 18.3.2 without limitation to any other right Invigour may have, it shall be entitled to its fees incurred up to date of termination pursuant to the terms of clause 8 of the Agreement; and
    • 18.3.3 Fees are deemed fully earned on the date they are paid or payable, whichever comes first.

 

19. Exclusions

  • 19.1 Notwithstanding anything to the contrary, Invigour shall not (a) take possession of or handle any cash, securities or other consideration being exchanged between the Client, it’s Shareholders and any Investor, or (b) provide any fairness opinion to the Client or any other party. The Services herein described are to be rendered to the Client. They are not being rendered by Invigour as an agent or as a fiduciary of the shareholders of the Client.

 

20. Complaint Procedures

  • 20.1 Invigour aims to obtain, either formally or informally, a regular assessment of its performance of the Services. Invigour is always be pleased to hear any suggestions as to how its Service can be improved. Complaints should be directed to the CEO in the first instance.


21. General

  • 21.1 Jurisdiction: The Agreement shall be governed and construed in accordance with the law of New South Wales. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the Courts of that state.
  • 21.2 Delay: A party’s failure or delay exercising a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude its future exercise or the exercise of any other power or right.
  • 21.3 Variation or waiver: The variation or waiver of a provision of this Agreement or a party’s consent to a departure from a provision by another party will be ineffective unless in writing executed by the parties.
  • 21.4 Further assurance: Each party will from time to time do all things (including executing all documents) necessary or desirable to give full effect to this Agreement.
  • 21.5 Whole agreement: In relation to the subject matter of this Agreement is the whole agreement between the parties and this Agreement supersedes all oral and written communications by or on behalf of any of the parties.
  • 21.6 No reliance: In entering into this Agreement, each party:
    • 21.6.1 has not relied on any warranty or representation (except as expressly set out in this Agreement) in relation to the subject matter of this Agreement made by any person; and
    • 21.6.2 has relied entirely on its own inquiries in relation to the subject matter of this Agreement.
  • 21.7 Severance: If any part of this Agreement is invalid or unenforceable, this Agreement does not include it. The remainder of this Agreement continues in full force.
  • 21.8 No merger: Nothing in this Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any right, power or remedy that a party may have against another party or any other person at any time.
  • 21.9 Survival: If any of the terms of this Agreement are or shall become invalid, illegal or unenforceable, the remainder shall survive unaffected.
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