Advisory Services Terms

The short version

This is a guide, not a replacement for the clauses below. If the two ever differ, the clauses win.

• Each engagement has two parts: a short signed agreement (scope, term and fees) and these Terms (everything else).
• Retainers are invoiced monthly in advance, run for at least three months, then continue month to month. Either side can end an engagement with 30 days’ notice.
• Projects are invoiced half on acceptance and half on delivery, or all upfront under $5,000 + GST. Invoices are due within seven days.
• Anything outside the agreed scope is quoted and approved in writing before it starts. Nothing extra is billed without your OK.
• Once you have paid, you own what we create specifically for you. We keep our own methods and templates.
• Both sides keep each other’s information confidential. We give advice and our best work, not guaranteed results. Our liability is capped at the fees paid in the previous 12 months.
• These Terms are governed by Victorian law.

About these terms

These Terms apply to every engagement between Arvie Group and its clients. Each engagement is set out in an Advisory Services Agreement (the Schedule) that the Client signs and that incorporates these Terms by reference. The Schedule and these Terms together form the agreement.

Only the Scope of Services, the Term dates and the Fees change from one client to the next. Everything else is set out here.

1. Background

1.1 Arvie Group provides commercial, strategic, financial modelling and systems advisory and support services to businesses.

1.2 Arvie Group is the trading name of Arvie Collective, ABN 33 441 649 514.

1.3 In these Terms:

• Arvie Group means the party described in clause 1.2, and its personnel.
• Client means the party named as the client in the Schedule.
• Schedule means the Advisory Services Agreement, signed by both parties, that sets out the outcome, Scope of Services, Term and Fees for an engagement and refers to a version of these Terms.
• Services means the services described in the Schedule, and any Additional Services agreed under clause 4.
• Business Day means a day other than a Saturday, Sunday or public holiday in Victoria, Australia.
• Deliverables means the documents, models, reports and other materials Arvie Group creates for the Client as part of the Services.

2. Scope of services

2.1 Arvie Group will provide the Services described in the Scope of Services section of the Schedule.

2.2 Anything not described in the Schedule is outside scope and is treated as an Additional Service under clause 4.

2.3 Arvie Group will perform the Services with due care and skill, applying its best efforts and professional expertise.

3. Engagement process

3.1 Each Schedule states whether the engagement is a support retainer, a fixed-scope project, or both.

Support retainers

3.2 Requests. The Client raises requests by phone, text or email to the Arvie Group contact named in the Schedule.

3.3 Response times. Arvie Group will respond to requests by the next Business Day. Urgent same-day work is outside the retainer. If Arvie Group agrees to do it, it is quoted and charged as an Additional Service.

3.4 Included hours. The Schedule sets the number of support hours included each month. Time is recorded in 30-minute blocks.

3.5 No roll-over. Unused hours do not roll over to the following month and cannot be carried forward.

3.6 Overage. Arvie Group will give the Client a heads-up once 80% of a month’s included hours are used. Hours beyond the included hours are charged at the same hourly rate as the retainer, as stated in the Schedule, plus GST, in 30-minute blocks, and are only worked with the Client’s prior approval. Nothing extra is billed without the Client’s OK. Approved overage is invoiced with the next retainer invoice.

3.7 Bigger pieces of work. If a request grows past routine support (for example project work, a build, a report or a workshop), Arvie Group will flag it and quote first as an Additional Service under clause 4.

Fixed-scope projects

3.8 The outcome, scope, Deliverables, milestones, timeline and any start conditions for a project are set out in the Schedule. Work starts once the upfront payment under clause 6.2 has cleared.

3.9 The Client will provide the information, access and people listed in the Schedule in good time. Delays in these may move the timeline.

3.10 Acceptance. The Client has 5 Business Days from delivery to review a Deliverable. One round of changes is included. A Deliverable is accepted if the Client gives no written feedback within that time, or once the Client starts using it.

3.11 Change requests. Any work beyond the agreed scope, for a project or a retainer, goes through a change request. Arvie Group will quote the change in writing, including any effect on Fees and timeline, and the change only proceeds once the Client approves it in writing.

4. Additional services available

4.1 Beyond the Services in the Schedule, Arvie Group can provide additional services, including:

• Business and growth strategy: business structure, KPI setting, demand generation, organic search strategy and referral partnership development
• Commercial, pricing and financial modelling: costing models, rate frameworks and pricing recommendations
• Systems and platform projects: booking, CRM, email marketing and other systems projects beyond routine support
• Wholesale and trade partner programmes: partner nurture strategy to increase active selling through wholesale and trade channels
• Fundraising support: investor introductions, pitch preparation and capital raising advisory
• Recruitment and talent advisory: search and team building support for key fractional and permanent hires
• International expansion: market entry strategy and partnership development for key international markets
• One-off builds, reports, documents, workshops and on-site visits

4.2 The commercial terms for any Additional Service will be set out in a separate Schedule or a written variation, agreed before the work starts.

5. Term and termination

5.1 Each engagement starts on the Effective Date in the Schedule and runs for the Term set out there.

5.2 Support retainers have a minimum term of 3 months from the start date, then continue month to month until ended under this clause.

5.3 Fixed-scope projects end when the final Deliverables are delivered and the Fees are paid, unless ended earlier under this clause.

5.4 Notice. Either party may end an engagement with 30 days’ written notice. For a support retainer, the notice period cannot end before the end of the 3-month minimum term.

5.5 Material breach. Either party may end an engagement immediately by written notice specifying a material breach by the other party.

5.6 On termination, the Client pays for Services performed and approved expenses incurred up to the termination date. Retainer fees for a month already started are not refunded, and any full month paid in advance that has not started is refunded. If a fixed-scope project ends part way, the Client pays for the work done up to that point, and Arvie Group hands over the work completed.

5.7 Clauses 8 (Confidentiality), 9 (Intellectual Property), 10.3, 12 (Liability and Indemnification), 13 (Dispute Resolution) and 14 (Governing Law) survive the end of an engagement.

6. Fees and payment terms

6.1 Fees are set out in the Schedule. Unless the Schedule says otherwise, Fees are in Australian dollars and exclude GST. GST is added to invoices where applicable.

6.2 Invoicing. Support retainers are invoiced monthly in advance on the 1st of each month. Fixed-scope projects are invoiced 50% upfront on acceptance and 50% on delivery, or 100% upfront on acceptance where the fixed fee is under $5,000 + GST. The Schedule may set a different split, and the Schedule prevails.

6.3 Payment. Payment is due within 7 days of the invoice date, to the bank account shown on the invoice. For fixed-scope projects, work starts once the upfront payment has cleared.

6.4 Late payment. Overdue invoices incur interest at 10% per annum.

6.5 Rate review. Arvie Group may review retainer rates once a year by giving 30 days’ written notice. A new rate applies only if the Client agrees to it.

7. Expenses

7.1 Fees do not include expenses. Arvie Group will seek the Client’s prior approval for any expense over $500 ex GST.

7.2 Approved expenses are invoiced separately with supporting documentation.

7.3 Typical expenses include:

• Travel and accommodation for on-site visits, partner meetings or customer discovery sessions
• Software or tools needed specifically for the engagement (subject to Client approval)
• Industry event attendance agreed with the Client

8. Confidentiality

8.1 Both parties will keep confidential all proprietary information, trade secrets and sensitive business information shared during an engagement, including:

• Customer and user data, and platform metrics
• Partnership agreements and commercial terms
• Costs, pricing, financial performance and projections
• Product roadmaps and technical specifications
• Marketing strategies and campaign performance

8.2 Confidentiality does not apply to information that is already in the public domain, that is independently developed, or that must be disclosed by law or regulation.

8.3 Each party will use the other’s confidential information only for the engagement, and will return or delete it on request when the engagement ends, except where it must keep a copy by law.

8.4 Each party will handle any personal information it receives in line with the Privacy Act 1988 (Cth), where that Act applies to it.

8.5 These obligations survive the end of an engagement for 3 years.

9. Intellectual property

9.1 Arvie Group IP. Arvie Group keeps ownership of its pre-existing methodologies, frameworks, models, templates and know-how, and of any general improvements to them made during an engagement.

9.2 Ownership of Deliverables. Once the Fees for an engagement are paid in full, the Client owns the Deliverables created specifically for it.

9.3 Arvie Group materials in Deliverables. Where a Deliverable includes Arvie Group IP, the Client receives a non-exclusive, perpetual, royalty-free licence to use that IP as part of the Deliverable, for its own business purposes.

9.4 Client materials. Materials the Client provides remain the Client’s. The Client grants Arvie Group a licence to use them only to perform the Services.

9.5 Third-party platforms. Third-party software and platforms used in an engagement remain subject to their own licence terms.

10. Representation and positioning

10.1 Where the Schedule allows it, Arvie Group may represent itself as working with or for the Client in customer-facing situations, and may hold discovery, qualification and partnership conversations on the Client’s behalf. Arvie Group will position the Client appropriately in all market-facing communications.

10.2 Each party may say it works with the other, and use the other’s name and logo for that purpose in its market-facing communications, including its website, social media and investor materials. Both parties will approve the wording in advance, and approval will not be unreasonably withheld.

10.3 Clause 10.2 survives the end of an engagement for factual statements about the period the engagement was in effect.

10.4 Arvie Group will not enter into binding commercial agreements on the Client’s behalf without the Client’s explicit written authorisation.

11. Independent contractor

11.1 Arvie Group is an independent contractor and not an employee, partner, agent or joint venturer of the Client. Arvie Group is responsible for all taxes, superannuation, insurance and other statutory obligations relating to its business.

11.2 Where Arvie Group uses delivery partners or subcontractors, Arvie Group remains the Client’s point of contact for the Services and is responsible for their work as its own. Arvie Group will make sure they are bound by confidentiality obligations no less strict than clause 8.

12. Liability and indemnification

12.1 Limitation of liability. To the maximum extent permitted by law, Arvie Group’s total liability for an engagement will not exceed the total Fees paid by the Client to Arvie Group in the 12 months before the event giving rise to the claim.

12.2 Indirect loss excluded. To the maximum extent permitted by law, neither party is liable for indirect or consequential loss, including loss of profit, revenue or opportunity.

12.3 Consumer law. Nothing in these Terms excludes, restricts or modifies any right or remedy under the Australian Consumer Law that cannot lawfully be excluded.

12.4 Professional indemnity. Arvie Group maintains professional indemnity insurance appropriate to the Services.

12.5 No guarantee of results. Arvie Group applies its best efforts and professional expertise, but makes no guarantee of specific business outcomes, including sales, pricing or trade outcomes, customer or partner numbers, grant outcomes, fundraising success or third-party system performance.

12.6 Client information. Advice, models and Deliverables rely on the information the Client supplies. Arvie Group is not responsible for errors that result from information that is inaccurate or incomplete.

12.7 Indemnity. The Client will cover Arvie Group against claims by third parties arising from materials the Client supplies, or from the Client’s misuse of the Deliverables..

13. Dispute resolution

13.1 If a dispute arises under an engagement, the parties will:

• first try to resolve it through good-faith negotiation;
• if it is not resolved within 30 days, go to mediation before an agreed mediator; and
• only pursue litigation or arbitration if mediation is unsuccessful.

13.2 Nothing in this clause stops a party seeking urgent interim relief from a court.

14. Governing law

14.1 These Terms and each Schedule are governed by the laws of Victoria, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of Victoria.

15. General provisions

15.1 Entire agreement. The Schedule and these Terms are the entire agreement between the parties for the engagement, and replace all prior negotiations, representations and agreements about it.

15.2 Order of precedence. If the Schedule and these Terms conflict, the Schedule prevails for Scope of Services, Term and Fees, and these Terms prevail for everything else.

15.3 Amendment. A Schedule may only be amended in writing signed by both parties.

15.4 Versions. Arvie Group may publish updated versions of these Terms at arviegroup.co/terms/advisory. The version named in a signed Schedule applies to that engagement unless both parties agree in writing to adopt a later version.

15.5 Assignment. Neither party may assign an engagement without the prior written consent of the other party.

15.6 Severability. If any provision is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

15.7 Notices. Notices must be in writing and sent to the addresses or email addresses in the Schedule, or any other address a party notifies in writing.

15.8 Waiver. A failure or delay in exercising a right is not a waiver of that right.

16. Signatures and acceptance

16.1 These Terms are accepted when the Client signs a Schedule that refers to them. No separate signature on these Terms is needed.

16.2 A Schedule may be signed electronically, using Breezedoc or another e-signature tool, or in counterparts. Each counterpart is an original and together they form one document.

16.3 Each person signing a Schedule confirms they are authorised to sign for the party they represent.

Version 1.0, effective 3 November 2026. Arvie Group, ABN 33 441 649 514, hello@arviegroup.co.