Standard Consulting Terms
The terms on which Keyflexion Pty Ltd provides consulting services. They apply together with a signed Engagement Schedule.
| Version | 1.0 |
|---|---|
| Published | 14 September 2026 |
| Applies to | Engagement Schedules entered into on or after the publication date above |
| Entity | Keyflexion Pty Ltd (ABN 51 701 357 119) |
How these terms work. These are the standard terms on which Keyflexion Pty Ltd provides consulting services. They apply together with a signed Engagement Schedule, which records the services, deliverables, timing, team and fees for a particular piece of work. Together, these terms and the signed Engagement Schedule form the agreement between Keyflexion and the client.
If the Engagement Schedule conflicts with these terms, the Engagement Schedule prevails to the extent of the conflict. These terms do not create an engagement on their own — no work is commissioned until an Engagement Schedule is signed by both parties.
1. Engagement
1.1The Client appoints Keyflexion to provide the services in the Engagement Schedule. Keyflexion will perform them with due care and skill and may use suitably qualified personnel or subcontractors, while remaining responsible for their work.
1.2The Client must provide timely, complete and accurate information, access and decisions. Keyflexion may rely on that information without independently verifying it unless verification is included in the scope. Timelines and fees may be adjusted where Client dependencies cause delay or additional work.
1.3The parties may change the scope, deliverables, timing, personnel or fees by written agreement, including email. Keyflexion does not guarantee a particular commercial, transaction, regulatory or other outcome, and the Client remains responsible for its decisions and implementation.
1.4Keyflexion is an independent contractor. This Agreement does not create employment, partnership, joint venture or agency.
2. Fees and GST
2.1The Client must pay the fees in the Engagement Schedule. Unless stated otherwise, a day is 8 hours, partial days are charged pro rata and Keyflexion may invoice monthly in arrears. Invoices are payable within 14 days.
2.2The Client must reimburse reasonable expenses approved in writing. Travel time is chargeable only if stated in the Engagement Schedule. Fees and expenses exclude GST, which is payable in addition on receipt of a valid tax invoice.
2.3The Client must notify Keyflexion of a genuine invoice dispute within 7 days and pay the undisputed amount on time. Keyflexion may suspend work if an undisputed amount remains overdue 7 days after written notice.
3. Intellectual property
3.1Each party retains its pre-existing intellectual property. Keyflexion retains its methodologies, templates, models, know-how, processes, software and generic tools (Keyflexion Materials).
3.2Once all related fees are paid, the Client owns material created specifically and uniquely for it. Where Keyflexion Materials are included in a deliverable, the Client has a perpetual, royalty-free licence to use them as part of that deliverable for its internal business purposes. Third-party materials remain subject to their licence terms.
4. Confidentiality and information
4.1Each party must protect the other’s confidential information, use it only for the Engagement and disclose it only to people who need it and are bound by confidentiality. This does not apply to information that is public without breach, lawfully known or independently developed, or required to be disclosed by law.
4.2Each party must comply with applicable privacy laws and use reasonable security safeguards. The Client must not provide sensitive or specially regulated data unless necessary and agreed in advance.
4.3Keyflexion may use reputable cloud, collaboration and artificial intelligence tools consistently with these obligations, but will not knowingly use Client confidential information to train a publicly available AI model. Confidentiality continues for 5 years after termination and indefinitely for trade secrets.
5. Conflicts, reliance and publicity
5.1Keyflexion may work for other clients, including in the same industry, provided it protects confidential information and manages actual conflicts. If a conflict cannot reasonably be managed, either party may terminate the affected services.
5.2Deliverables are prepared only for the Client and the agreed purpose. No third party may rely on them without Keyflexion’s written consent. Neither party may use the other’s name or logo publicly without prior written consent, except where required by law.
6. Liability
6.1Nothing in this Agreement limits a right or remedy that cannot lawfully be limited, including under the Australian Consumer Law. Where permitted, Keyflexion’s liability for breach of a consumer guarantee is limited, at its option, to supplying the services again or paying the cost of doing so.
6.2To the maximum extent permitted by law, Keyflexion is not liable for indirect or consequential loss or loss of profit, revenue, opportunity, goodwill, anticipated savings or data. Keyflexion’s total liability arising from an Engagement is limited to the fees paid or payable for that Engagement.
6.3The liability cap does not apply to fraud, wilful misconduct, death or personal injury caused by negligence, or liability that cannot lawfully be limited. Liability is reduced to the extent the Client caused or contributed to the loss.
7. Termination
7.1Either party may terminate an Engagement on 14 days’ written notice, or immediately if the other party commits a material breach and does not remedy it within 10 business days after notice or becomes insolvent.
7.2On termination, the Client must pay for work properly performed and approved or unavoidable committed costs. Keyflexion will provide paid-for completed and work-in-progress materials in their then-current form. Provisions intended to continue after termination remain in effect.
8. General
8.1The Engagement Schedule and these terms are the entire agreement. The Engagement Schedule prevails to the extent of any inconsistency. A change or waiver must be in writing. Electronic signatures and counterparts are permitted.
8.2Keyflexion may update these standard terms from time to time. The current version will be available at keyflexion.com. Updated terms apply only to Engagement Schedules entered into after publication and do not change an existing Engagement unless agreed in writing.
8.3This Agreement is governed by the laws of Western Australia and the parties submit to the non-exclusive jurisdiction of its courts.
Version history
Superseded versions remain available on request. The version that applies to an Engagement is the version published at the date the Engagement Schedule was signed.
| Version | Published | Summary of changes |
|---|---|---|
| 1.0 | 14 September 2026 | First published version. |
© Keyflexion Pty Ltd · Standard Consulting Terms v1.0