Terms of Service

1. About these Terms

1.1 These Terms of Service (“Terms”) set out the basis on which Hypha People Pty Ltd (ABN 95 702 171 793) (“Hypha People”, “we”, “us” or “our”) provides professional business and consulting services to you (“the client”). By requesting a quote, accepting a proposal, engaging us or using our website at hyphapeople.online, you agree to be bound by these Terms.

1.2 If we enter into a separate signed agreement or statement of work with you and that document conflicts with these Terms, the signed document prevails to the extent of the inconsistency.

1.3 We may update these Terms from time to time. The current version is always published on this page. Material changes affecting an active engagement will be communicated to you before they take effect.

2. Quotes, Proposals and Engagement

2.1 You can request an indicative quote through our quote page or by emailing ceo@hyphapeople.online. Any quote we provide is an estimate based on the information available at the time and is valid for 30 days unless the quote states otherwise.

2.2 An engagement begins when you accept a written proposal or statement of work issued by us (by signature, email confirmation or payment of a deposit). Each engagement is governed by its stated scope, deliverables, timeline and fees, together with these Terms.

2.3 Quotes are provided free of charge and without obligation on either party.

3. Scope of Services and Variations

3.1 We will perform the services described in the relevant proposal or statement of work with reasonable care, skill and diligence, and in accordance with generally accepted professional standards.

3.2 Timeframes and milestones are estimates only. We will keep you informed of any likely delay and work with you to agree reasonable adjustments.

3.3 If you ask for work outside the agreed scope (including extra revisions, additional research or changed deliverables), we will confirm the variation, its impact on fees and timing in writing before proceeding. We may decline a variation that is not reasonably practicable.

4. Fees, Invoices and Payment

4.1 Fees are set out in the relevant proposal or statement of work. Unless stated otherwise, fees are quoted and payable in Australian dollars and are exclusive of GST. Where GST applies, it will be added to our invoices in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

4.2 Unless a proposal states otherwise, we invoice: (a) an initial deposit of up to 50% of the estimated fees on acceptance of the proposal; and (b) the balance on completion of the engagement or at agreed milestone intervals.

4.3 Invoices are payable within 14 calendar days of the date of issue by the payment method stated on the invoice.

4.4 If an invoice remains overdue, we may (after giving you written notice): (a) charge simple interest on the overdue amount at 2% per annum above the Reserve Bank of Australia cash rate target, calculated daily; and/or (b) suspend the services until the outstanding amounts are paid.

4.5 You must tell us in writing within 10 business days of receiving an invoice if you dispute any part of it, setting out your reasons. You must pay any undisputed amounts by the due date while we work to resolve the dispute promptly and in good faith.

4.6 Unless expressly agreed in writing, our fees do not include third-party costs (such as software licences, advertising spend or external specialists). We will seek your written approval before incurring any third-party cost on your behalf, and you must reimburse approved costs at cost, without mark-up.

5. Your Responsibilities

5.1 You agree to: (a) provide accurate, complete and timely information, access and materials we reasonably need to perform the services; (b) respond to our requests for feedback or approval within a reasonable time; (c) ensure that any information or materials you provide do not infringe the rights of any person or breach any law; and (d) comply with all laws applicable to your business.

5.2 We rely on the information you provide. We are not responsible for delays, rework or additional costs caused by incomplete, inaccurate or late information or feedback.

5.3 If feedback or approval you provide later proves unsuitable, we will use reasonable efforts to assist with corrections, which may be treated as a variation under clause 3.3.

6. Confidentiality

6.1 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 purposes of that engagement.

6.2 This obligation does not apply to information that is or becomes public through no breach of these Terms, was already lawfully known to the receiving party, is independently developed, or must be disclosed by law or by a court, regulator or professional body.

6.3 This clause survives the completion or termination of an engagement.

7. Intellectual Property

7.1 All intellectual property that exists before an engagement (including our methodologies, frameworks, templates, tools and pre-existing materials) remains the property of the party that owned it, and nothing in these Terms transfers that ownership.

7.2 On full payment of the fees for an engagement, we assign to you the intellectual property in the final deliverables specifically created for you under that engagement, to the extent we are able to do so. Until full payment, all deliverables remain our property and may not be published or relied upon.

7.3 You retain ownership of the information, materials and data you provide to us, and grant us a limited licence to use them for the purposes of performing the services.

7.4 Unless you ask us otherwise in writing, and subject to clause 6, we may reference the engagement in general terms in our marketing, portfolio and service descriptions.

8. Privacy

8.1 We handle personal information in accordance with the Australian Privacy Principles and our Privacy Policy.

8.2 By engaging us, you confirm that you are authorised to provide any personal information you share with us (including information about your employees, customers or contacts) and that you have made any disclosures required by law.

9. Consumer Guarantees under Australian Law

9.1 Our services come with guarantees under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) that cannot be excluded. Nothing in these Terms excludes, restricts or modifies those guarantees or our liability for failing to comply with them.

9.2 You may be entitled to a remedy (such as re-supply of the services or a refund) if the services do not meet a consumer guarantee. To the extent the Australian Consumer Law permits us to limit our liability for a failure to comply with a consumer guarantee, our liability is limited, at our option, to supplying the services again or paying the cost of having the services supplied again.

10. Limitation of Liability

10.1 To the fullest extent permitted by law, and except where these Terms or the Australian Consumer Law provide otherwise: (a) our total liability arising out of or in connection with an engagement is limited to the fees you have actually paid to us for the service giving rise to the claim; and (b) we are not liable for any indirect, incidental, special or consequential loss, including loss of profits, revenue, goodwill, data or business opportunities.

10.2 Nothing in these Terms limits or excludes liability for anything that cannot lawfully be limited or excluded, including liability arising from consumer guarantees under the Australian Consumer Law or your rights under any other mandatory law.

10.3 Each party must take reasonable steps to mitigate any loss it suffers under or in connection with these Terms.

11. Suspension and Termination

11.1 Either party may end an engagement: (a) for convenience, by giving at least 14 days’ written notice; or (b) immediately by written notice if the other party commits a material breach of these Terms that is not remedied within 10 business days of written notice, or becomes insolvent, or enters administration or liquidation.

11.2 On termination or completion: (a) you must pay all fees and approved costs for work performed up to the date of termination, including fees for work in progress; (b) each party must return or destroy the other party’s confidential information on request, except where retention is required by law or for professional record-keeping; and (c) clauses 6 (Confidentiality), 7 (Intellectual Property), 9 (Consumer Guarantees), 10 (Limitation of Liability) and 12 (General) survive.

12. General Provisions

12.1 Governing law: These Terms and any engagement are governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts competent to hear appeals from them.

12.2 Dispute resolution: Before starting court proceedings (other than for urgent relief), the parties must first attempt to resolve any dispute by good-faith discussion between senior representatives for at least 20 business days.

12.3 Force majeure: Neither party is liable for a delay or failure to perform (other than payment obligations) caused by an event beyond its reasonable control, including natural disasters, pandemics, industrial action, power or communications failures, or changes in law. The affected party must notify the other promptly and resume performance as soon as practicable.

12.4 Independent contractors: We are an independent contractor. These Terms do not create a partnership, joint venture, employment or agency relationship.

12.5 Assignment: You must not assign or transfer an engagement without our prior written consent. We may assign an engagement or these Terms as part of a restructure or sale of our business, on written notice.

12.6 Severability: If a court or tribunal decides that a clause of these Terms is invalid or unenforceable, the remaining clauses continue in full force.

12.7 Notices: Notices under these Terms must be in writing and sent by email to ceo@hyphapeople.online (for notices to us) or to the email address you provide to us (for notices to you). A notice is taken to be received when the sending party receives a confirmation of delivery.

12.8 Entire agreement: These Terms, together with the relevant proposal or statement of work and our Privacy Policy, form the entire agreement between the parties in relation to the services.

13. Questions and Contact

If you have questions about these Terms, or would like a copy in an alternative accessible format, please contact us:

Hypha People Pty Ltd
Melbourne VIC, Australia
ABN 95 702 171 793
Email: ceo@hyphapeople.online

We aim to respond to enquiries within 2 business days.