1. About these Terms
These Terms of Service (the “Terms”) govern the supply of professional business and consulting services by Linea Energy Pty Ltd (ABN 97 703 181 499) of Melbourne VIC (“Linea Energy”, “we”, “us” or “our”) to the person, business or organisation that engages us (“you” or “the Client”).
By requesting a quote, accepting a proposal, or otherwise engaging our services, you confirm that you have read, understood and agree to be bound by these Terms, together with the specific scope, deliverables and fees set out in any written proposal or statement of work we issue to you (the “Proposal”). If there is any inconsistency between these Terms and a Proposal, the Proposal prevails to the extent of the inconsistency.
2. Our Services
We provide professional business and consulting services, which may include business advisory and strategy, operational analysis and process improvement, project management, research and reporting, and related consulting work. The precise services to be supplied, the deliverables, timelines and fees for each engagement are set out in the applicable Proposal.
We do not provide legal advice, financial product advice, or taxation and accounting services. Where a matter requires those disciplines, we will recommend that you seek advice from an appropriately licensed or registered professional.
3. Quotes and Proposals
Any quote or Proposal we issue is valid for 30 days from its date unless it states otherwise. Quotes are based on the information you provide and the scope described at the time. If the scope changes, or if the information you provide proves inaccurate or incomplete, we may need to revise the quote or issue a written variation.
An engagement commences when you accept a Proposal in writing (email is sufficient) or when we commence work at your request, whichever occurs first.
4. Fees, Invoicing and Payment
- Fees are set out in the applicable Proposal and are quoted in Australian dollars.
- Unless a Proposal states otherwise, fees are exclusive of goods and services tax (GST), which is payable in addition where applicable.
- We will issue tax invoices for our fees. Unless the Proposal states otherwise, invoices are payable within 14 days of the date of the invoice by the payment method nominated on the invoice.
- If an invoice remains unpaid beyond its due date, we may suspend work, charge interest on the outstanding amount, or recover reasonable costs of debt recovery, to the extent permitted by law.
- Disbursements and third-party costs incurred with your approval are payable at cost in addition to fees.
5. Your Responsibilities
To enable us to perform the services, you agree to:
- provide accurate, complete and timely information, documents and access to personnel or systems reasonably required by us;
- respond to our requests and provide decisions or approvals within a reasonable time;
- ensure you hold all rights, licences or permissions necessary for us to use any materials you supply to us; and
- comply with all laws applicable to your business and your use of our deliverables.
Delays caused by a failure to meet these responsibilities may affect agreed timelines and, where fees are time-based, may result in additional fees.
6. Confidentiality
Each party must keep confidential all non-public information it receives from the other party in connection with an engagement, and use it only for the purpose of performing the services. This obligation does not apply to information that is or becomes public through no breach of these Terms, is independently developed, or is required to be disclosed by law or by a regulator or professional body. This obligation survives completion or termination of an engagement.
7. Intellectual Property
You retain ownership of the materials you provide to us. We retain ownership of our pre-existing methodologies, frameworks, tools and know-how.
On full payment of the fees for an engagement, we assign to you the deliverables created specifically for you under that engagement, excluding our pre-existing materials, which we license to you on a perpetual, royalty-free, non-exclusive basis to the extent they are incorporated in the deliverables. We may reuse general know-how and skills gained during an engagement for other clients, provided we do not breach any confidentiality obligation owed to you.
8. Consumer Guarantees under Australian Consumer Law
Our services come with guarantees that cannot be excluded under the Australian Consumer Law, being Schedule 2 of the Competition and Consumer Act 2010 (Cth). Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted or modified.
If you are a consumer within the meaning of the Australian Consumer Law and our services fail to meet a consumer guarantee that applies to them, you may be entitled to a remedy at our expense, as prescribed by the Australian Consumer Law.
9. Liability
To the fullest extent permitted by law, and except as required by the Australian Consumer Law or any other non-excludable law:
- our total aggregate liability arising out of or in connection with an engagement is limited to the fees you actually paid to us for the part of the services giving rise to the liability;
- we are not liable for indirect, incidental, special or consequential loss, loss of profits, loss of revenue, loss of data, or loss of business opportunity; and
- we are not liable for defects in deliverables to the extent caused by information, materials or instructions provided by you or your representatives.
Where the Australian Consumer Law applies and permits limitation of liability for services not of a kind ordinarily acquired for personal, domestic or household use, our liability for a failure to comply with a consumer guarantee is limited, at our option, to supplying the services again or paying the cost of having the services supplied again.
10. Suspension and Termination
Either party may terminate an engagement at any time by giving at least 14 days’ written notice to the other party. We may suspend or terminate an engagement immediately if you fail to pay an invoice by its due date, breach a material term of these Terms and do not remedy the breach within 7 days of written notice, or if we are required to do so by law.
On termination, you must pay us for services performed and reasonable costs incurred up to the date of termination, and each party must return or destroy the other party’s confidential information on request. Clauses that by their nature survive termination, including confidentiality, intellectual property, liability and governing law, continue to apply.
11. Force Majeure
Neither party is liable for a failure or delay in performing its obligations (other than payment obligations) to the extent caused by an event beyond its reasonable control, including natural disaster, epidemic, industrial action, failure of utilities or communications networks, or an act of government. The affected party must notify the other party and use reasonable endeavours to mitigate the effect of the event.
12. Dispute Resolution
If a dispute arises out of or in connection with these Terms or an engagement, the parties must first attempt to resolve the dispute by good faith negotiation between senior representatives within 14 days of a written notice of dispute. If the dispute is not resolved within that period, the parties may agree to mediation or another form of alternative dispute resolution before commencing court proceedings, except where urgent injunctive relief is required.
13. Privacy
We handle personal information in accordance with our Privacy Policy and applicable Australian privacy laws, including the Privacy Act 1988 (Cth).
14. General
- Independent contractor: we are an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the parties.
- Assignment: you may not assign or transfer your rights under these Terms without our prior written consent. We may subcontract work with your prior consent, but remain responsible for the work performed.
- Notices: notices under these Terms must be in writing and may be given by email to the address last notified by the receiving party.
- Severability: if any provision of these Terms is invalid or unenforceable, it is to be read down or severed, and the remaining provisions continue in force.
- Entire agreement: these Terms, together with the applicable Proposal and our Privacy Policy, form the entire agreement between the parties regarding the services.
- Waiver: a failure or delay in exercising a right under these Terms is not a waiver of that right.
15. Governing Law
These Terms are governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Victoria and the courts empowered to hear appeals from those courts.
16. Changes to these Terms
We may update these Terms from time to time. The current version published on this website applies to any engagement commenced after the update takes effect. We will draw material changes to your attention before commencing a new engagement.
17. Contact
Questions about these Terms can be sent to ceo@lineaenergy.online. Email is our preferred contact channel for all terms and engagement enquiries, and we aim to respond within two business days.
Linea Energy Pty Ltd · ABN 97 703 181 499 · Melbourne VIC