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Ref UVL-TERMS-01 Version 2.0 Effective August 2026 Jurisdiction NSW, Australia

Terms of
Engagement

These terms are built for clarity. Working with us means you have read, understood, and agreed to them before we begin.

Using one of our free online tools instead? Those are covered by the tool and report terms.

01These terms

  1. (a)These terms apply to all work Unveil Development Partners [ABN 35 626 497 701] ("Unveil") performs for a client ("Client").
  2. (b)The Client accepts these terms on the earliest of: signing a Scope of Works, paying an invoice, confirming acceptance in writing, or the start of work.
  3. (c)These terms replace any earlier version and any earlier terms between the parties.
  4. (d)Where a signed Scope of Works conflicts with these terms, the Scope of Works applies to that point only.
  5. (e)Separate terms apply to Unveil's free online tools and the reports they produce. Those terms are published with the tool.

02Definitions

  1. (a)Scope of Works means the current quote, proposal, or scope document issued by Unveil and accepted by the Client, setting out the work, the fees, and any dates.
  2. (b)Services means the work described in the Scope of Works.
  3. (c)Deliverables means the reports, documents, systems, and other materials Unveil produces for the Client during the engagement.
  4. (d)Ongoing Engagement means Services charged on a monthly basis.
  5. (e)One-off Purchase means Services charged as a single fee and completed on delivery.

03Scope of services

  1. (a)Unveil will provide the Services with reasonable care and skill.
  2. (b)Unveil's role is advisory. Unveil does not guarantee specific business outcomes, financial results, or increases in valuation.
  3. (c)The Services are not legal, financial, accounting, taxation, or investment advice. The Client makes its own decisions and should seek independent professional advice where appropriate.
  4. (d)Work outside the Scope of Works is quoted and agreed separately in writing before it starts.

04What the client provides

  1. (a)The Client will give Unveil accurate and complete information where the Services require it.
  2. (b)Unveil's outputs rely on the information the Client supplies. Unveil is not responsible for outputs affected by information that is wrong, incomplete, or out of date.
  3. (c)The Client will make the agreed people available for scheduled sessions and will nominate one person to approve decisions and sign off work.
  4. (d)Where the Client cannot provide information, access, or attendance on time, Unveil may reschedule the affected work. Fees continue to apply.

05Term

  1. (a)An Ongoing Engagement starts on the date in the Scope of Works and continues month to month until either party ends it under clause 15.
  2. (b)There is no fixed term and no lock-in period. One month of notice applies under clause 15(a).
  3. (c)Where a Scope of Works lists an end date, the engagement ends on that date unless the parties agree in writing to continue.
  4. (d)A One-off Purchase is complete on delivery and carries no ongoing term.

06Fees and payment

  1. (a)The Client pays the fees set out in the Scope of Works.
  2. (b)All fees are in Australian dollars and exclude GST. The Client pays GST on top of the fees where GST applies.
  3. (c)Invoices are payable within 14 days unless the Scope of Works says otherwise.
  4. (d)A One-off Purchase is payable in full at the point of purchase unless agreed otherwise in writing.
  5. (e)Where the Scope of Works requires payment in advance, those fees are held against the work they cover and are dealt with under clause 15(d) if the engagement ends early.
  6. (f)Unveil may pause the Services where an invoice is more than 14 days overdue, after giving the Client written notice.
  7. (g)Overdue invoices may attract interest at 2% above the Reserve Bank of Australia cash rate, calculated daily. The Client is responsible for reasonable costs of recovering unpaid amounts.
  8. (h)Unveil may adjust fees for an Ongoing Engagement once in any 12 month period, on 60 days written notice. The Client may end the engagement before the change takes effect without a cancellation fee.

07Expenses

  1. (a)The Client reimburses Unveil for reasonable out-of-pocket expenses that Unveil has pre-approved with the Client, including travel where it is required for the Services.
  2. (b)Supporting documentation is provided with the relevant invoice.

08Rescheduling and cancellation

  1. (a)This clause applies to Ongoing Engagements. A One-off Purchase is governed by clause 6.
  2. (b)A scheduled session may be moved to another date in the same month at no cost, where both parties can find a workable time.
  3. (c)Where the Client cancels or postpones a scheduled month of work, the following applies to the fee for that month:
    • 30 days notice or more: no fee
    • 15 to 29 days notice: 50% of the monthly fee
    • 14 days notice or less: 100% of the monthly fee
  4. (d)These amounts reflect time Unveil has reserved and cannot fill at short notice. They are a genuine estimate of Unveil's loss, not a penalty.
  5. (e)No cancellation fee applies where the cancellation is caused by a force majeure event under clause 17(g).

09Delivery partners and third-party platforms

  1. (a)Unveil may deliver parts of the Services through delivery partners, licensed methodologies, subcontractors, or third-party platforms. Unveil remains responsible to the Client for the Services.
  2. (b)Where the Services include access to a third-party platform, that access runs for the term of the engagement and is subject to the platform provider's terms and privacy policy.
  3. (c)Access to a third-party platform ends when the engagement ends, unless the Client holds a separate agreement directly with the provider.
  4. (d)Unveil is not liable for the availability, performance, pricing, or continuity of any third-party platform.
  5. (e)The Client is responsible for exporting or retaining its own information held in a third-party platform before access ends.
  6. (f)During the engagement and for 12 months after it ends, the Client will not engage a delivery partner or subcontractor introduced by Unveil to perform the same or similar work directly, without Unveil's written consent. This does not restrict the Client from dealing with a provider it already had a relationship with.

10Intellectual property

  1. (a)Unveil retains all intellectual property rights in its methodology, frameworks, models, tools, and any materials developed before or independently of the engagement.
  2. (b)Deliverables are licensed to the Client for internal business use, unless the Scope of Works says otherwise.
  3. (c)Except where the Scope of Works transfers ownership, the Client will not disclose, reproduce, or commercialise Unveil's materials outside its own organisation without Unveil's written consent.
  4. (d)Where the Scope of Works transfers ownership of a Deliverable, the Client owns that Deliverable on full payment and may use, maintain, and modify it without restriction and without any ongoing fee to Unveil.
  5. (e)Clause 10(d) does not transfer any right in the underlying methodology, frameworks, or third-party components used to build the Deliverable.
  6. (f)Unveil may describe the work in general terms for its own marketing. Using the Client's name, logo, results, or a testimonial requires the Client's written consent.

11Confidentiality

  1. (a)Each party keeps confidential all information disclosed during the engagement.
  2. (b)This does not apply to information that is already public, was already known to the receiving party, or must be disclosed by law.
  3. (c)Unveil takes reasonable steps to safeguard Client information, including secure storage and restricted access.
  4. (d)Unveil is not responsible for data loss, unauthorised access, or error arising from third-party platforms.

12Data and privacy

  1. (a)The Client owns its raw data and the confidential information it provides to Unveil.
  2. (b)Unveil may use assessment responses, engagement data, and related results in aggregated and de-identified form for benchmarking, research, and service development.
  3. (c)Unveil will not publish or disclose Client-identifiable information without the Client's written consent.
  4. (d)Nothing in this clause limits the Client's right to use data outputs delivered by Unveil for its own purposes.
  5. (e)Unveil handles personal information in line with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Unveil will notify the Client and the Office of the Australian Information Commissioner of any eligible data breach as required by law.
  6. (f)Where Unveil uses third-party platforms to collect, store, or analyse data, the Client acknowledges that its information may also be handled under those platforms' privacy policies.
  7. (g)Unveil owns the intellectual property in aggregated and derived datasets built from multiple engagements, provided no individual client or person can be identified within them.
  8. (h)Unveil holds Client data only as long as it needs to for the Services or as the law requires. Raw data is securely deleted after 7 years. De-identified aggregates may be kept for benchmarking and research.
  9. (i)Unveil uses artificial intelligence and automated tools to analyse data and produce outputs. Unveil reviews those outputs and remains responsible for the work delivered.
  10. (j)Unveil does not use Client-identifiable information to train any third-party model.

13Estimates, warranties and liability

  1. (a)Unveil warrants that the Services will be provided with due care and skill.
  2. (b)To the fullest extent permitted by law, all other warranties are excluded.
  3. (c)Any indicative values, projections, valuations, benchmarks, ratings, or scores Unveil provides are estimates only. They are built from information the Client supplies.
  4. (d)Those estimates are not a formal valuation, not an Opinion of Value, and not a financial product recommendation. They do not guarantee any outcome or market condition.
  5. (e)Nothing in these terms excludes, restricts, or modifies any right or remedy under the Australian Consumer Law that cannot be excluded, restricted, or modified.
  6. (f)To the extent permitted by law, Unveil's liability is limited to re-supplying the Services or refunding the fees paid for the affected Services.
  7. (g)Neither party is liable for indirect or consequential loss, including loss of profit, revenue, or opportunity.

14Insurance

  1. (a)Unveil holds professional indemnity and public liability insurance appropriate to the Services.
  2. (b)The Client may request proof of current cover at any time.

15Ending the engagement

  1. (a)Either party may end an Ongoing Engagement with 30 days written notice.
  2. (b)Either party may end the engagement immediately where the other party breaches these terms and does not fix the breach within 14 days of written notice.
  3. (c)On termination, the Client pays for all work completed and expenses incurred up to the termination date, within 14 days.
  4. (d)Any fees paid in advance are applied against work completed, expenses incurred, and any cancellation fee owing under clause 8. Any balance left over is refunded to the Client within 14 days.
  5. (e)Deliverables already transferred to the Client under clause 10(d) stay with the Client.
  6. (f)Access to third-party platforms ends under clause 9(c).

16Disputes

  1. (a)If a dispute arises, the parties will first try to resolve it by talking in good faith. Either party may raise the dispute in writing to start this step.
  2. (b)If the dispute is not resolved within 21 days, either party may refer it to mediation through the Australian Disputes Centre before starting court proceedings. The parties share the mediator's costs equally.
  3. (c)Clause 16(b) does not stop either party seeking urgent relief from a court.
  4. (d)A dispute does not excuse the Client from paying invoiced amounts that are not in dispute.

17General

  1. (a)These terms and the current Scope of Works are the entire agreement between the parties.
  2. (b)Notices must be in writing. Email to the addresses the parties use for the engagement is enough, and a notice is taken to be received on the next business day after it is sent.
  3. (c)Unveil may update these terms from time to time. Updated terms apply to new engagements immediately. For an Ongoing Engagement, they take effect 30 days after written notice, and the Client may end the engagement before that date without a cancellation fee.
  4. (d)Amendments to a signed Scope of Works must be in writing and agreed by both parties.
  5. (e)Unveil may use delivery partners and subcontractors under clause 9. Neither party may otherwise assign its obligations without the other party's written consent.
  6. (f)Nothing in these terms creates a partnership, joint venture, or employment relationship.
  7. (g)Neither party is liable for failing to perform because of a force majeure event, including natural disasters, pandemics, war, terrorism, and government restrictions. If the event continues for more than 30 days, either party may end the engagement with written notice.
  8. (h)If any part of these terms is found to be unenforceable, that part is severed and the rest continues to apply.
  9. (i)Clauses 10, 11, 12, 13, and 16 continue to apply after the engagement ends.
  10. (j)These terms are governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia.