General Terms and Conditions
- Agreement
Thank you for engaging us, Nellers Group Pty Ltd (ABN 96 605 661 934) and Nellers Workplace Services Pty Ltd (ABN 13 676 942 804) (“Nellers”, “us”, “our” or “we”) to provide services for you, the entity set out in your Client Agreement (“you”, “your”), each a “Party” and together the “Parties”.
- We will provide services to you in accordance with:
- these General Terms and Conditions (“General Terms”);
- the Client Agreement (“Agreement”); and
- any quote, cost or fee estimate, proposal, annexure, addendum, and any documents or webpages linked therein, we have provided to you for the relevant services, together, the “Terms”.
a)
b) the Client Agreement (“Agreement”); and
c)
2. Acceptance
2.1. You will be deemed to have accepted these Terms by:
a) paying any part of our fees for the relevant services;
b) accepting these Terms online; and/or
c) instructing (or continuing to instruct) us to proceed with the provision of the relevant services.
2.2. Your Agreement may be signed electronically in counterparts.
3. Priority of Terms
3.1. If there is any inconsistency between the General Terms and your Agreement, then to the extent of the inconsistency, the Agreement will apply.
4. Service Fees
4.1. For our ongoing membership services, we agree to provide you the membership services as set out in the Agreement (including any relevant annexures and/or addendums) (“Membership Services”).
4.2. For project or fixed fee services, we agree to provide you the scope of services as set out in the Agreement (“Project Services”).
4.3. We reserve the right to charge additional fees for services beyond the scope set out in the Membership Services and/or Project Services (“Additional Services”).
4.4. We may charge services to you on:
a) a membership basis (whether weekly, 4-weekly, monthly, quarterly or annually);
b) a fixed-fee basis; or
c) an hourly rate basis,
together, the “Fee(s)”
4.5. The Fee and payment frequency for our Membership Services, as set out in the Agreement (“Membership Fee”) will be payable in arrears and direct debited from your nominated account or credit card. If the payment frequency is not expressly stated on the agreement, the payment frequency will be 4-weekly.
4.6. The Membership Fee will increase by 5% or by CPI if at a higher rate, on each anniversary of the start date as set out in your Agreement (“Start Date”). CPI rates will be determined using ABS statistics for Queensland averaged over the preceding 12 months prior to the anniversary.
5. Term and Renewals
5.1. The duration of this Agreement is set out in your Agreement (“Initial Term”).
5.2. The Initial Term will commence on the Start Date.
5.3. Project Services terminate on the end date as set out in your Agreement (“End Date”) or in accordance with the termination clause, whichever is earlier.
5.4. On expiry of the Initial Term for Membership Services, these Terms will automatically renew for the same period as your Initial Term successively (“Renewal Term(s)”). If you would not like these Terms to renew, you must notify us in accordance with the termination clause of this Agreement.
6. Additional Services
6.1. If you request services beyond the scope set out in these Terms, we will either:
a) require you to upgrade your membership plan or Membership Fee;
b) provide you a further quote for fixed fee work or an add-on to your membership; or
c) charge you professional fees on an hourly basis for the services we provide based on the following indicative hourly rate bands (unless otherwise notified to you in writing):
$275 per hour (ex GST) for Leads, Senior Consultants or Managers;
$230 per hour (ex GST) for Consultants;
$150 per hour (ex GST) for Advisors; and
$90 per hour (ex GST) for Officers.
d) We reserve the right to allocate our practitioners to hourly rate bands at our discretion, depending on the nature and complexity of the services sought, and the level of expertise of our practitioners. To the extent the above bands do not apply as set out above, we will notify you of the relevant hourly rate band that applies to your practitioner prior to commencing work on the additional scope of work.
e) Our rates for hourly rate and membership add-ons are reviewed annually on or about the 30th of June and may change during the course of work.
7. Expenses and Disbursements
7.1. You are responsible for paying expenses and disbursements which we incur in carrying out your instructions or in performing services. If you request services that require disbursements, we will endeavour to let you know the costs in advance, wherever reasonably practicable.
8. Tax Invoices
8.1. For non-Membership Services, we typically issue tax invoices on completion of the agreed scope of work as set out in your Agreement, or fortnightly for ongoing matters, or as set out in your Agreement.
8.2. All invoices are due within seven (7) days of the issuance of the invoice unless expressly stated in your Agreement.
8.3. If any invoices are unpaid:
a) without limiting our rights under this Agreement, we may use recovery services (including legal services) to recover the Fees. Any collection fees (including legal fees) that are incurred will be charged to you;
b) we may suspend access to our services until payment is received; and/or
c) any amounts unpaid 30 days after the invoice date may incur interest charges and be registered with our credit agency.
9. GST
9.1. All Fees payable under this Agreement are exclusive of GST except where the contrary is expressly stated.
9.2. If GST is payable by us on any supply made under your Agreement, you must pay to us an amount equal to the GST payable on the supply (in addition to the relevant Fees).
10. Payment Methods
10.1. You agree to pay our Fees at the times, and using the method, set out in your Agreement (or otherwise agreed by us).
10.2. We reserve the right to:
a) ask you for your credit card or nominated account details; and/or
b) ask you to pay monies into our account.
10.3. Where you have agreed to make payments by way of direct debit, we may directly debit from your nominated account any amounts due and payable under these Terms and any other terms and conditions agreed by you at the time of authorising us to directly debit your nominated account.
10.4. By authorising us to direct debit, you authorise Stripe Payments Australia Pty Ltd ACN 160 180 343 (“Stripe”) to debit your nominated account through the Bulk Electronic Clearing System (“BECS”) on behalf of us for any amounts separately communicated to you by us. You certify that you are either an account holder or an authorised signatory on the nominated account.
11. Your Rights
11.1. You have the right to:
a) obtain independent legal advice before agreeing to any proposed agreement from us;
b) negotiate any proposed agreement with us;
c) receive a lump sum bill for services;
d) receive an itemised bill if you request it within thirty (30) days of receiving the lump sum bill;
e) request in writing, and be provided with, a written progress report of your services and professional fees incurred; and
f) be notified of any substantial change to any matter affecting our costs or professional fees.
11.2. We are entitled to charge you a reasonable amount to provide a progress report on your services but may not charge to provide a written report on our costs and professional fees incurred by you.
12. Your Rights in Relation to a Dispute
12.1. We seek to resolve your concerns quickly and effectively. Please contact us if you have any feedback or questions about any services provided by us.
12.2. If you have a dispute about our costs or professional fees, please discuss your concerns with us to give us the opportunity to resolve the issue.
12.3. If the issue is not resolved, both Parties agree to obtain an independent arbitrator/dispute resolution specialist located in Brisbane, Queensland to make a determination on the dispute and each Party agrees to pay their own costs.
13. Your Obligations
13.1. At all relevant times, you warrant that:
a) you are properly authorised to engage us and instruct us on behalf of any company, partnership, trust or other entity that you say you represent;
b) there are no legal restrictions preventing you from agreeing to these Terms;
c) the information you provide us is true, correct and complete;
d) you will not infringe any third-party rights in working with us and receiving the relevant services; and
e) you are responsible for obtaining any consents, licences and permissions from other parties necessary for the relevant services to be provided, at your cost, and for providing us with the necessary consents, licences and permissions.
13.2. We reserve the right to not attend site if, in our opinion, there are concerns regarding the health and safety of our employees and/or representatives. In this event, we may provide services remotely.
13.3. This clause 13 will survive the expiry or termination of these Terms.
14. Responsibility
14.1. Unless otherwise stated in these Terms:
a) we will not independently verify the accuracy of information and documents you provide to us;
b) we are not responsible for informing you of changes in the law, regulations or interpretations;
c) our services are only meant for you in the context of your instructions to us; and
d) we are not responsible for any changes that you make to our advice and/or any documents and any other material (including templates and guides) (“Documents”).
15. Exclusions
15.1. Nothing in these Terms is intended or operates to limit or exclude your rights and remedies, or our obligations and liabilities, under the Australian Consumer Law.
15.2. To the extent permitted by law:
a) neither party will be liable to the other party for any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss or revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statue, contract, equity, tort (including negligence), indemnity or otherwise – but for the avoidance of doubt, it does not include any fees due and payable or solicitation under these Terms;
b) a party’s liability to the other party under or in connection with these Terms will be reduced to the extent the relevant liability was caused or contributed by:
1) the acts or omissions of the other party or their personnel (including their failure to take reasonable steps to mitigate the liability); or
2) any event or circumstance beyond the liable party’s reasonable control.
c) our aggregate liability arising from or in connection with these Terms will be limited to $10 million.
15.3. You further acknowledge and agree that:
a) we do not provide legal services or legal advice. To the extent we offer guidance on legislation, contractual documentation or other matters, such guidance is of a high level and commercial nature only, and should not be treated as legal advice;
b) we do not provide financial services and/or advice. To the extent we offer guidance on finance, or other financial matters, such guidance is of a high level and commercial nature only, and should not be treated as tax and/or financial advice;
c) we do not provide tax services and/or advice beyond our rights as a registered BAS agent. To the extent we offer guidance on tax, BAS, or other tax related matters, such guidance is of a high level and commercial nature only, and should not be treated as tax advice;
d) where you have engaged us to conduct a written review and/or audit (“Review”), you acknowledge and agree that:
i. our Review is not intended to set out or address all legal and commercial risks associated with your relevant Review;
ii. our Review is not intended to be a substitute for you understanding your obligations; and
iii. the scope of our Review is limited to us identifying items that we consider to be the key points associated with your relevant Review.
iv. Any observations, actions or remedies for legislative compliance identified by us remain your sole responsibility to resolve, unless explicitly agreed to and expressly set out in this agreement. You agree that we, or our representatives, have no liability whatsoever in the event that issues are identified and relayed to you, are then not resolved with the relevant person(s).
15.4. This clause 15 will survive the expiry or termination of these Terms.
16. Relationship
16.1. The relationship of the Parties under this Agreement is that of a principal and independent contractor. This Agreement does not create a relationship of partner, joint venture, employee, or agent. No act or omission of either Party will bind the other Party except as expressly set out in this Agreement.
16.2. This clause 16 will survive the expiry or termination of these Terms.
17. Third Party Advice and Services
17.1. We may provide you with contact details of or refer you to third party specialists. You may refuse any third party service or referral. We make no representation or warranty about the third party advice or provision of services. We disclaim all responsibility and liability for all losses, damages, expenses and costs that you or any person may suffer or incur due to the third party advice or provision of services, or their failure to advise or provide services.
17.2. We may:
a) provide commissions or benefit to referral partners in exchange for them referring potential clients to us; and
b) receive commissions or benefits for the referral of potential clients to referral partners.
18. Termination
18.1. You may terminate these Terms by written notice to us. For Membership Services, you must provide at least one (1) month’s prior written notice.
18.2. If you terminate these Terms, you will be required to pay our professional fees and costs in providing the services to you up to the date of termination.
18.3. We may cease to act for you, cancel your membership or refuse to provide you with further services if:
a) you breach these Terms or the law;
b) we consider your use or usage of your membership or our services is unprofessional, or is not fair or reasonable;
c) there is a real or potential legal or commercial conflict;
d) that, in our opinion, the health and safety of our representatives is at risk;
e) we become subject to any form of insolvency or bankruptcy; or
f) we are not professionally, ethically or lawfully able to assist you,
each a “Default”, and as such Default is either incapable of remedy or has not been remedied within 14 days of us notifying you of the Default.
18.4. If we terminate these Terms (other than as a result of your default, early termination, or failure to pay), we will provide you with a refund of any unused portion of the Membership or Project Fee prepaid by you to us. This will be your sole and exclusive remedy for our termination under this clause.
18.5. If you provide us with sufficient evidence (as determined by us) that your cancellation is due to unforeseen circumstances outside of your control, or if due to your business suffering financial hardship, we will work with you to manage your remaining payments, which may include (at our discretion) suspending your services, putting you on a payment plan, or waiving part or all the remaining Fees payable to us.
18.6. You acknowledge and agree that if you terminate or cancel these Terms, other than as a result of our default, prior to:
a) the Term of Membership Services, the remainder of your Membership Fees for the remainder of your Membership Term; or
b) completion of Project Services, any services already carried out plus 50% of the remaining Fees,
will become immediately due and payable to us on the date of termination.
18.7. This clause 18 will survive the expiry or termination of these Terms.
19. Force Majeure
19.1. Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a licence by a government agency (but not including economic hardship, changes in market conditions or insufficiency of funds).
20. Confidentiality
20.1. We will seek to maintain the confidentiality of your confidential information at all times.
20.2. We may provide your confidential information to third parties (on a confidential basis) where we consider it appropriate for the proper conduct of our services, where permitted or required by law to do so, or where such information is no longer confidential.
20.3. You must keep the terms of our engagement (including these Terms) and our rates and fees confidential.
21. Privacy
21.1. We are committed to protecting your personal information in accordance with our legal obligations and our Privacy Policy (which is available here: https://www.nellers.com.au/legal/privacy-policy/).
22. Non-Disparagement
22.1. Both Parties will refrain from making any statements, announcements or comments of a defamatory or disparaging nature in circumstances where those views could not reasonably be honestly and genuinely held, to any third party, including on social media, in relation to either party or their personnel except as required to comply with any law.
23. Intellectual Property
23.1. All intellectual property rights, in the Documents provided by us, are retained by us, and we grant you a non-exclusive, revocable, royalty-free license for the period of this Agreement or otherwise agreed thereon, to use those Documents inside your organisation.
23.2. Despite any provision to the contrary, if you cancel your services during any cooling off or trial period offered to you, your licence to use the Documents for any reason is immediately revoked.
23.3. You permit us to use any photos, videos and testimonials with your name as you provide to us for marketing and information purposes, or publications, exhibitions and professional awards.
23.4. You must seek our prior written consent before any publication of information about our services. Where permitted, we will require observation of our moral rights.
24. Non-Solicitation
24.1. Unless by mutual agreement in writing, both Parties agree to not solicit or entice each other’s staff by employing them directly, or via a third party, either during the term of the Agreement, or for a period of six (6) months after the Agreement is terminated.
24.2. In the event that solicitation occurs, the Party responsible will compensate the aggrieved Party an equivalent of six (6) months gross pay of the employee had they continued to work for the aggrieved Party.
25. Assignment
25.1. Without limiting our rights to assign any debt under these Terms to a third party, a Party must not assign or transfer the whole or any part of its rights or obligations under these Terms without prior written consent of the other Party.
26. Severance
26.1. If any provision (or part of it) of these Terms is held to be unenforceable, invalid or unlawful in any jurisdiction, then the provision (or relevant part) must be:
a) To the extent possible, read down and construed so as to avoid the unenforceability, invalidity or illegality; or
b) severed from these Terms,
and the remaining provisions (and remaining part of the provision) of these Terms are valid and enforceable.
27. Governing Law and Other Matters
27.1. These Terms are governed and construed in accordance with the laws of Queensland Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Queensland.
27.2. This Agreement must not be modified or amended except in writing signed by both Parties.
27.3. Payroll services provided by Nellers are entirely provided by Nellers Workplace Services Pty Ltd as the registered BAS agent (RAN 26263313). We do not provide BAS agent services beyond payroll services.
These General Terms are current as of 15 April 2025
© Nellers Group Pty Ltd
General Terms and Conditions
1. Agreement
Thank you for engaging us, Nellers Group Pty Ltd (ABN 96 605 661 934) and Nellers Workplace Services Pty Ltd (ABN 13 676 942 804) (“Nellers”, “us”, “our” or “we”) to provide services for you, the entity set out in your Client Agreement (“you”, “your”), each a “Party” and together the “Parties”.
1.1. We will provide services to you in accordance with:
a) these General Terms and Conditions (“General Terms”);
b) the Client Agreement (“Agreement”); and
c) any quote, cost or fee estimate, proposal, annexure, addendum, and any documents or webpages linked therein, we have provided to you for the relevant services,
together, the “Terms”.
2. Acceptance
2.1. You will be deemed to have accepted these Terms by:
a) paying any part of our fees for the relevant services;
b) accepting these Terms online; and/or
c) instructing (or continuing to instruct) us to proceed with the provision of the relevant services.
2.2. Your Agreement may be signed electronically in counterparts.
3. Priority of Terms
3.1. If there is any inconsistency between the General Terms and your Agreement, then to the extent of the inconsistency, the Agreement will apply.
4. Service Fees
4.1. For our ongoing membership services, we agree to provide you the membership services as set out in the Agreement (including any relevant annexures and/or addendums) (“Membership Services”).
4.2. For project or fixed fee services, we agree to provide you the scope of services as set out in the Agreement (“Project Services”).
4.3. We reserve the right to charge additional fees for services beyond the scope set out in the Membership Services and/or Project Services (“Additional Services”).
4.4. We may charge services to you on:
a) a membership basis (whether weekly, 4-weekly, monthly, quarterly or annually);
b) a fixed-fee basis; or
c) an hourly rate basis,
together, the “Fee(s)”
4.5. The Fee and payment frequency for our Membership Services, as set out in the Agreement (“Membership Fee”) will be payable in arrears and direct debited from your nominated account or credit card. If the payment frequency is not expressly stated on the agreement, the payment frequency will be 4-weekly.
4.6. The Membership Fee will increase by 5% or by CPI if at a higher rate, on each anniversary of the start date as set out in your Agreement (“Start Date”). CPI rates will be determined using ABS statistics for Queensland averaged over the preceding 12 months prior to the anniversary.
5. Term and Renewals
5.1. The duration of this Agreement is set out in your Agreement (“Initial Term”).
5.2. The Initial Term will commence on the Start Date.
5.3. Project Services terminate on the end date as set out in your Agreement (“End Date”) or in accordance with the termination clause, whichever is earlier.
5.4. On expiry of the Initial Term for Membership Services, these Terms will automatically renew for the same period as your Initial Term successively (“Renewal Term(s)”). If you would not like these Terms to renew, you must notify us in accordance with the termination clause of this Agreement.
6. Additional Services
6.1. If you request services beyond the scope set out in these Terms, we will either:
a) require you to upgrade your membership plan or Membership Fee;
b) provide you a further quote for fixed fee work or an add-on to your membership; or
c) charge you professional fees on an hourly basis for the services we provide based on the following indicative hourly rate bands (unless otherwise notified to you in writing):
$275 per hour (ex GST) for Leads, Senior Consultants or Managers;
$230 per hour (ex GST) for Consultants;
$150 per hour (ex GST) for Advisors; and
$90 per hour (ex GST) for Officers.
d) We reserve the right to allocate our practitioners to hourly rate bands at our discretion, depending on the nature and complexity of the services sought, and the level of expertise of our practitioners. To the extent the above bands do not apply as set out above, we will notify you of the relevant hourly rate band that applies to your practitioner prior to commencing work on the additional scope of work.
e) Our rates for hourly rate and membership add-ons are reviewed annually on or about the 30th of June and may change during the course of work.
7. Expenses and Disbursements
7.1. You are responsible for paying expenses and disbursements which we incur in carrying out your instructions or in performing services. If you request services that require disbursements, we will endeavour to let you know the costs in advance, wherever reasonably practicable.
8. Tax Invoices
8.1. For non-Membership Services, we typically issue tax invoices on completion of the agreed scope of work as set out in your Agreement, or fortnightly for ongoing matters, or as set out in your Agreement.
8.2. All invoices are due within seven (7) days of the issuance of the invoice unless expressly stated in your Agreement.
8.3. If any invoices are unpaid:
a) without limiting our rights under this Agreement, we may use recovery services (including legal services) to recover the Fees. Any collection fees (including legal fees) that are incurred will be charged to you;
b) we may suspend access to our services until payment is received; and/or
c) any amounts unpaid 30 days after the invoice date may incur interest charges and be registered with our credit agency.
9. GST
9.1. All Fees payable under this Agreement are exclusive of GST except where the contrary is expressly stated.
9.2. If GST is payable by us on any supply made under your Agreement, you must pay to us an amount equal to the GST payable on the supply (in addition to the relevant Fees).
10. Payment Methods
10.1. You agree to pay our Fees at the times, and using the method, set out in your Agreement (or otherwise agreed by us).
10.2. We reserve the right to:
a) ask you for your credit card or nominated account details; and/or
b) ask you to pay monies into our account.
10.3. Where you have agreed to make payments by way of direct debit, we may directly debit from your nominated account any amounts due and payable under these Terms and any other terms and conditions agreed by you at the time of authorising us to directly debit your nominated account.
10.4. By authorising us to direct debit, you authorise Stripe Payments Australia Pty Ltd ACN 160 180 343 (“Stripe”) to debit your nominated account through the Bulk Electronic Clearing System (“BECS”) on behalf of us for any amounts separately communicated to you by us. You certify that you are either an account holder or an authorised signatory on the nominated account.
11. Your Rights
11.1. You have the right to:
a) obtain independent legal advice before agreeing to any proposed agreement from us;
b) negotiate any proposed agreement with us;
c) receive a lump sum bill for services;
d) receive an itemised bill if you request it within thirty (30) days of receiving the lump sum bill;
e) request in writing, and be provided with, a written progress report of your services and professional fees incurred; and
f) be notified of any substantial change to any matter affecting our costs or professional fees.
11.2. We are entitled to charge you a reasonable amount to provide a progress report on your services but may not charge to provide a written report on our costs and professional fees incurred by you.
12. Your Rights in Relation to a Dispute
12.1. We seek to resolve your concerns quickly and effectively. Please contact us if you have any feedback or questions about any services provided by us.
12.2. If you have a dispute about our costs or professional fees, please discuss your concerns with us to give us the opportunity to resolve the issue.
12.3. If the issue is not resolved, both Parties agree to obtain an independent arbitrator/dispute resolution specialist located in Brisbane, Queensland to make a determination on the dispute and each Party agrees to pay their own costs.
13. Your Obligations
13.1. At all relevant times, you warrant that:
a) you are properly authorised to engage us and instruct us on behalf of any company, partnership, trust or other entity that you say you represent;
b) there are no legal restrictions preventing you from agreeing to these Terms;
c) the information you provide us is true, correct and complete;
d) you will not infringe any third-party rights in working with us and receiving the relevant services; and
e) you are responsible for obtaining any consents, licences and permissions from other parties necessary for the relevant services to be provided, at your cost, and for providing us with the necessary consents, licences and permissions.
13.2. We reserve the right to not attend site if, in our opinion, there are concerns regarding the health and safety of our employees and/or representatives. In this event, we may provide services remotely.
13.3. This clause 13 will survive the expiry or termination of these Terms.
14. Responsibility
14.1. Unless otherwise stated in these Terms:
a) we will not independently verify the accuracy of information and documents you provide to us;
b) we are not responsible for informing you of changes in the law, regulations or interpretations;
c) our services are only meant for you in the context of your instructions to us; and
d) we are not responsible for any changes that you make to our advice and/or any documents and any other material (including templates and guides) (“Documents”).
15. Exclusions
15.1. Nothing in these Terms is intended or operates to limit or exclude your rights and remedies, or our obligations and liabilities, under the Australian Consumer Law.
15.2. To the extent permitted by law:
a) neither party will be liable to the other party for any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss or revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statue, contract, equity, tort (including negligence), indemnity or otherwise – but for the avoidance of doubt, it does not include any fees due and payable or solicitation under these Terms;
b) a party’s liability to the other party under or in connection with these Terms will be reduced to the extent the relevant liability was caused or contributed by:
1) the acts or omissions of the other party or their personnel (including their failure to take reasonable steps to mitigate the liability); or
2) any event or circumstance beyond the liable party’s reasonable control.
c) our aggregate liability arising from or in connection with these Terms will be limited to $10 million.
15.3. You further acknowledge and agree that:
a) we do not provide legal services or legal advice. To the extent we offer guidance on legislation, contractual documentation or other matters, such guidance is of a high level and commercial nature only, and should not be treated as legal advice;
b) we do not provide financial services and/or advice. To the extent we offer guidance on finance, or other financial matters, such guidance is of a high level and commercial nature only, and should not be treated as tax and/or financial advice;
c) we do not provide tax services and/or advice beyond our rights as a registered BAS agent. To the extent we offer guidance on tax, BAS, or other tax related matters, such guidance is of a high level and commercial nature only, and should not be treated as tax advice;
d) where you have engaged us to conduct a written review and/or audit (“Review”), you acknowledge and agree that:
i. our Review is not intended to set out or address all legal and commercial risks associated with your relevant Review;
ii. our Review is not intended to be a substitute for you understanding your obligations; and
iii. the scope of our Review is limited to us identifying items that we consider to be the key points associated with your relevant Review.
iv. Any observations, actions or remedies for legislative compliance identified by us remain your sole responsibility to resolve, unless explicitly agreed to and expressly set out in this agreement. You agree that we, or our representatives, have no liability whatsoever in the event that issues are identified and relayed to you, are then not resolved with the relevant person(s).
15.4. This clause 15 will survive the expiry or termination of these Terms.
16. Relationship
16.1. The relationship of the Parties under this Agreement is that of a principal and independent contractor. This Agreement does not create a relationship of partner, joint venture, employee, or agent. No act or omission of either Party will bind the other Party except as expressly set out in this Agreement.
16.2. This clause 16 will survive the expiry or termination of these Terms.
17. Third Party Advice and Services
17.1. We may provide you with contact details of or refer you to third party specialists. You may refuse any third party service or referral. We make no representation or warranty about the third party advice or provision of services. We disclaim all responsibility and liability for all losses, damages, expenses and costs that you or any person may suffer or incur due to the third party advice or provision of services, or their failure to advise or provide services.
17.2. We may:
a) provide commissions or benefit to referral partners in exchange for them referring potential clients to us; and
b) receive commissions or benefits for the referral of potential clients to referral partners.
18. Termination
18.1. You may terminate these Terms by written notice to us. For Membership Services, you must provide at least one (1) month’s prior written notice.
18.2. If you terminate these Terms, you will be required to pay our professional fees and costs in providing the services to you up to the date of termination.
18.3. We may cease to act for you, cancel your membership or refuse to provide you with further services if:
a) you breach these Terms or the law;
b) we consider your use or usage of your membership or our services is unprofessional, or is not fair or reasonable;
c) there is a real or potential legal or commercial conflict;
d) that, in our opinion, the health and safety of our representatives is at risk;
e) we become subject to any form of insolvency or bankruptcy; or
f) we are not professionally, ethically or lawfully able to assist you,
each a “Default”, and as such Default is either incapable of remedy or has not been remedied within 14 days of us notifying you of the Default.
18.4. If we terminate these Terms (other than as a result of your default, early termination, or failure to pay), we will provide you with a refund of any unused portion of the Membership or Project Fee prepaid by you to us. This will be your sole and exclusive remedy for our termination under this clause.
18.5. If you provide us with sufficient evidence (as determined by us) that your cancellation is due to unforeseen circumstances outside of your control, or if due to your business suffering financial hardship, we will work with you to manage your remaining payments, which may include (at our discretion) suspending your services, putting you on a payment plan, or waiving part or all the remaining Fees payable to us.
18.6. You acknowledge and agree that if you terminate or cancel these Terms, other than as a result of our default, prior to:
a) the Term of Membership Services, the remainder of your Membership Fees for the remainder of your Membership Term; or
b) completion of Project Services, any services already carried out plus 50% of the remaining Fees,
will become immediately due and payable to us on the date of termination.
18.7. This clause 18 will survive the expiry or termination of these Terms.
19. Force Majeure
19.1. Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a licence by a government agency (but not including economic hardship, changes in market conditions or insufficiency of funds).
20. Confidentiality
20.1. We will seek to maintain the confidentiality of your confidential information at all times.
20.2. We may provide your confidential information to third parties (on a confidential basis) where we consider it appropriate for the proper conduct of our services, where permitted or required by law to do so, or where such information is no longer confidential.
20.3. You must keep the terms of our engagement (including these Terms) and our rates and fees confidential.
21. Privacy
21.1. We are committed to protecting your personal information in accordance with our legal obligations and our Privacy Policy (which is available here: https://www.nellers.com.au/legal/privacy-policy/).
22. Non-Disparagement
22.1. Both Parties will refrain from making any statements, announcements or comments of a defamatory or disparaging nature in circumstances where those views could not reasonably be honestly and genuinely held, to any third party, including on social media, in relation to either party or their personnel except as required to comply with any law.
23. Intellectual Property
23.1. All intellectual property rights, in the Documents provided by us, are retained by us, and we grant you a non-exclusive, revocable, royalty-free license for the period of this Agreement or otherwise agreed thereon, to use those Documents inside your organisation.
23.2. Despite any provision to the contrary, if you cancel your services during any cooling off or trial period offered to you, your licence to use the Documents for any reason is immediately revoked.
23.3. You permit us to use any photos, videos and testimonials with your name as you provide to us for marketing and information purposes, or publications, exhibitions and professional awards.
23.4. You must seek our prior written consent before any publication of information about our services. Where permitted, we will require observation of our moral rights.
24. Non-Solicitation
24.1. Unless by mutual agreement in writing, both Parties agree to not solicit or entice each other’s staff by employing them directly, or via a third party, either during the term of the Agreement, or for a period of six (6) months after the Agreement is terminated.
24.2. In the event that solicitation occurs, the Party responsible will compensate the aggrieved Party an equivalent of six (6) months gross pay of the employee had they continued to work for the aggrieved Party.
25. Assignment
25.1. Without limiting our rights to assign any debt under these Terms to a third party, a Party must not assign or transfer the whole or any part of its rights or obligations under these Terms without prior written consent of the other Party.
26. Severance
26.1. If any provision (or part of it) of these Terms is held to be unenforceable, invalid or unlawful in any jurisdiction, then the provision (or relevant part) must be:
a) To the extent possible, read down and construed so as to avoid the unenforceability, invalidity or illegality; or
b) severed from these Terms,
and the remaining provisions (and remaining part of the provision) of these Terms are valid and enforceable.
27. Governing Law and Other Matters
27.1. These Terms are governed and construed in accordance with the laws of Queensland Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Queensland.
27.2. This Agreement must not be modified or amended except in writing signed by both Parties.
27.3. Payroll services provided by Nellers are entirely provided by Nellers Workplace Services Pty Ltd as the registered BAS agent (RAN 26263313). We do not provide BAS agent services beyond payroll services.
These General Terms are current as of 15 April 2025
© Nellers Group Pty Ltd
