Terms and conditions
These Terms and Conditions ("Agreement") govern the services provided by Association Management Experts ("We," "Our," "Us") to the Client ("You," "Your"). By engaging our services, you agree to the terms outlined below.
1. Scope of Service
1.1 Services Provided
The Services delivered are those included in the selected package as outlined in the Proposal.
1.2 Exclusions
Any services not expressly stated in the package or accompanying schedule are excluded and may incur additional fees if requested.
1.3 Customisations
Any substantial changes or additional work outside the agreed scope must be submitted in writing and may be subject to additional fees and revised timelines.
1.4 Package Upgrades
Requests to upgrade a package are subject to availability and the inclusions of the upgraded package. Upgrades involving major conferences, handovers, or other complex activities may require a minimum notice period to ensure adequate planning and delivery.
1.5 Short-Notice or Complex Requests
Work requested at short notice, or tasks that are large, urgent, or complex in nature, may attract additional charges due to the extra time, resources, or prioritisation required.
2. Term, Review and Renewal
2.1 Initial Term
The initial term of this Agreement is six (6) months. During this period, the Services and Fees will remain as outlined in the Proposal.
2.2 Six-Month Review
Prior to the end of the initial six-month term, both parties will participate in a structured review to assess:
the actual workload required
the level of remuneration
the effectiveness and efficiency of the Services
any changes in the Association’s operational needs
The purpose of this review is to agree on a sustainable, long-term arrangement where the scope of work and compensation remain fair and aligned for both parties.
2.3 Ongoing Annual Term
Following the initial six-month term, this Agreement will transition to an annual term. Each 12-month period will commence upon mutual agreement following the review described in clause 2.4.
2.4 Annual Review and Rate Adjustment
Before the commencement of each new annual term, both parties will undertake an annual review to evaluate the workload, service expectations, and remuneration. A revised fee may be proposed and mutually agreed upon for the upcoming year.
If the workload has not increased materially from the previous year, Journee Consulting may apply a standard annual rate increase in line with CPI (Consumer Price Index) or a reasonable industry adjustment.
2.5 Purpose of Reviews
These review processes exist to ensure transparency, fairness, and continuity, allowing the Services to continue long-term with both parties satisfied and adequately supported.
3. Payment terms
3.1 Billing Schedule: Invoices will be issued on the 1st day of each month or closest aligned with your organisation’s pay run schedule.
3.2 Payment Due Date: All invoices are due within seven (7) days from the date of issue.
3.3 Late Payments: Late payments may incur interest at a rate of 2% per month, and we reserve the right to pause services if payments remain overdue for more than thirty (30) days.
3.4 Reimbursements: Standard pre-approved expenses (e.g., travel, office supplies) incurred on your behalf will be reimbursed upon presentation of receipts. These will be itemised in your monthly invoice.
3.5 Currency: All payments must be made in Australian Dollars unless specified otherwise.
3.6 Non-Payment: Persistent non-payment may result in termination of services as outlined in Section 5.
4. Insurance
4.1 Client’s Insurance: You are required to maintain your own public liability and professional indemnity insurance to cover risks associated with your operations and events.
4.2 Our Insurance: We maintain our own professional indemnity and public liability insurance to cover our services. Copies of our insurance certificates can be provided upon request.
4.3 Liability Disclaimer: To the extent permitted by law, we are not liable for any claims, losses, damages, or costs arising from risks, responsibilities, or obligations that fall to you under this Agreement, including those relating to your business operations, events, or regulatory requirements.
5. Communication and response times
5.1 Primary Contact: You will designate a primary contact for all communications to ensure efficient workflows
5.2 Response Times: We commit to responding to queries and requests within two (2) business days. Urgent requests requiring immediate action must be flagged by phone call and may incur additional fees.
6. Termination and cancellation
6.1 Cancellation Notice: Either party may terminate this agreement by providing a minimum of three (3) months' written notice.
6.2 Handover Support: Upon termination, we will facilitate a detailed handover to your new staff or an alternate administrative management company to ensure a smooth transition.
6.3 Outstanding Payments: All outstanding invoices, including reimbursements, must be settled before the final handover is completed.
6.4 Early Termination: If this agreement is terminated without the required notice period, a termination fee equivalent to three months’ service fees will apply.
7. Confidentiality
7.1 Confidential Information: We will maintain the confidentiality of all data, materials, and sensitive information shared with us during and after the term of this agreement.
7.2 Non-Disclosure: You agree not to disclose or share our proprietary templates, processes, or tools with third parties without our written consent.
9. Intellectual Property & Ownership
8.1 Ownership of Operational Resources
All final deliverables created specifically for your association’s ongoing use—including customised documents, internal policies, standard operating procedures (SOPs), training materials, and course content—will be owned by the Association. These resources are developed to support continuity through board and staff transitions and will remain available for the Association’s unrestricted use after our engagement ends.
8.2 Ownership of Underlying Systems and Frameworks
Journee Consulting retains all rights to its proprietary systems, templates, frameworks, configurations, and automations developed independently or used across multiple clients. This includes structural elements such as workflow architecture in monday.com, reusable automation templates, and any other foundational consulting IP. These components may be tailored for your Association’s use, but the underlying structure remains our intellectual property.
8.3 Use of Client Materials
All data, brand assets, content, and materials provided by your Association remain your property. We use these assets solely for the purpose of delivering the agreed Services and handle them with strict confidentiality at all times.
8.4 Collaboration and Clarity
We are committed to maintaining transparency regarding ownership and intellectual property. If there is ever uncertainty about the ownership or permitted use of any materials or resources, we will work with you promptly to clarify and ensure your Association’s operational continuity is fully supported.
9. Service limitations
9.1 Third-Party Platforms: We may utilise third-party tools and platforms (e.g., monday.com, Canva software) to deliver services. We are not liable for disruptions or issues caused by these platforms.
9.2 Data Accuracy: You are responsible for providing accurate and up-to-date information necessary for the delivery of our services.
10. Liability and indemnity
We take great care in handling and maintaining your property while it is in our possession or use. However, we are not liable for the repair or replacement of any property that becomes damaged, lost, stolen, or subject to wear and tear during the normal course of providing our services.
You agree to indemnify and hold us harmless from any claims, losses, or damages arising from:
Normal wear and tear, theft, or damage to property beyond our reasonable control.
Your failure to maintain appropriate insurance coverage for your property.
Your misuse of our deliverables or failure to provide accurate information necessary for the provision of our services.
11. Dispute resolution
11.1 Negotiation: In the event of a dispute, both parties agree to attempt to resolve the matter through good-faith negotiation.
11.2 Mediation: If the dispute cannot be resolved through negotiation, it will be referred to mediation before pursuing legal action.
12. Acceptance of Terms
By engaging our services, you acknowledge and agree to these Terms and Conditions.