These terms and conditions (Terms) apply to all services provided by Thrive Governance & Growth Partners, Startup Toolkit or an associated person or entity (Thrive) to Customer unless otherwise agreed.

Services
1. Customer engages Thrive, and Thrive accepts such engagement, as an independent contractor to provide the services (Services) on these Terms and any other agreement entered into by Thrive and Customer to record the terms of the engagement (Agreement).
2. Customer will be deemed to have accepted the Terms when Customer provides instructions to Thrive to perform the Services.
3. Thrive is not engaging in legal practice. Customer acknowledges that the Services do not include the provision of legal advice. Customer must not construe any advice provided by Thrive as legal advice and should obtain expert legal advice on any issue which requires a professional legal opinion.
Fees and Expenses
1. The fees for the Services will be charged in accordance with the Agreement (Fee). Thrive may increase the Fee from time to time upon written notice to Customer.
2. Customer will reimburse Thrive for reasonable transport, accommodation and any other costs or expenses incurred by Thrive in providing the Services. If preferred, Customer may organise and pay these expenses directly to the third party provider.
3. Thrive may invoice Customer on an interim basis for progress payments, including such expenses as Customer is required to reimburse Thrive.
4. Thrive’s invoices are payable within 7 days of the invoice date, otherwise Thrive may charge interest at a rate of 1.5% per month on late invoices.
Relationship of the Parties
1. Thrive is an independent contractor of Customer, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Thrive and Customer for any purpose.
Intellectual Property Rights
1. Except to the extent agreed in writing by Thrive, all intellectual property rights relating to any documents, reports or other material provided to Customer by or on behalf of Thrive pursuant to these Terms (Intellectual Property) remains the property of Thrive.
2. Upon payment in full for the Services, Thrive grants Customer a non-exclusive and non-transferable perpetual licence to use the Intellectual Property for Customer’s own business purposes.
3. Customer will indemnify Thrive fully against any loss, liability, cost or expense that Thrive suffers or incurs (including liability to any other party) as a result of Customer’s (or if applicable, Customer’s client’s) breach of this clause 4.
Confidentiality
1. Each party acknowledges the confidentiality of the other party’s confidential information. Neither party will gain a right or interest in the other party’s confidential information, other than for the purposes contemplated by these Terms. Each party must keep all the other party’s confidential information confidential, and only use it for the purposes of fulfilling its obligations under these Terms. However this obligation will not apply to information which: (a) was in the public domain when it was provided to a party, or later enters the public domain, through no fault of the party; or (b) the party is obliged by law to disclose, provided that it has first advised the other party of this obligation.
Conflicts
1. Without detracting from the duty of confidentiality, the Parties agree that, so long as Thrive acts in accordance with ethical requirements, Thrive may without Customer’s consent provide services for other persons or entities whose interests are adverse to Customer or its associated entities in matters not substantially related to Thrive’s engagement by Customer.
Warranties
1. Thrive warrants that the Services will be provided with a reasonable level of care and skill, using appropriately skilled personnel.
Liability
1. Except for express undertakings to indemnify and any warranties set out in these Terms, to the extent permitted by the law, Thrive expressly excludes all conditions and warranties whether express or implied.
2. Despite any other provision in these Terms, in no event will Thrive be liable to any party including Customer for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of these Terms (including for loss of profits), regardless of how it arises. Customer will indemnify Thrive from and against any claim by any party claiming any such damage against Thrive.
3. Subject to clause 8.4, Thrive’s liability in respect of each occurrence is limited to the Fee paid for the Service relating to that occurrence. In no event will Thrive’s total aggregate liability in respect of all claims arising under or pursuant to these Terms exceed the amount actually paid to Thrive under these Terms for the Services, regardless of whether such claims arise out of a single event or a series of events.
4. Certain provisions of the Competition and Consumer Act 2010 (Cth) and other statutes, rules and regulations may imply certain non-excludable warranties or conditions. To the extent they are not permitted to be excluded, they are included in these Terms, and Thrive’s cumulative liability for breach of those non-excludable conditions or warranties and Customer’s only remedy in relation to such a breach is limited to, at Thrive’s option: (a) supplying the Services again; (b) paying the cost of having the Services supplied again; or (c) refunding the amount paid to Thrive for the Services.
Termination
1. Either party may terminate this Agreement by giving 30 days’ written notice to the other party. In lieu of notice, Customer may choose to pay Thrive an amount equal to one month’s minimum Fees (excluding GST) if such amount is stated in the Agreement, otherwise the average monthly fees, calculated based on the total fees paid in the previous three months divided by three (excluding GST).
2. Customer’s obligations (including any obligations to indemnify) under clauses 4 (Intellectual Property) and 8 (Liability), and each party’s obligations under clause 5 (Confidentiality) and this clause 9 survives the termination of this Agreement for any reason.
General Provisions
1. These Terms are governed by and will be interpreted according to the laws of Queensland, and the parties consent and submit to the jurisdiction of the Queensland courts.
2. If any provision of these Terms proves to be illegal or unenforceable for any reason, that provision is deemed omitted without affecting the remaining provisions and the remaining provisions of these Terms shall continue in full force and effect.
3. Thrive will not be liable to Customer or to any third party for any non-performance or delay in the performance of its obligations under these Terms, if events or conditions beyond its reasonable control cause the non-performance or delay. In no event will this provision affect Customer’s obligation to make payments to Thrive under these Terms except in respect of the Services that cannot be delivered, until they can be delivered.
4. Thrive’s failure, delay or neglect to enforce a term of these Terms is not to be taken as a waiver of that term or Thrive’s rights, or a consent to, a waiver of, or any excuse for any different, continuing, or subsequent breach.
5. Thrive may assign or novate this Agreement to any related or associated entity without the prior consent of Customer, provided that entity assumes all of Thrive’s obligations under this Agreement.
6. Thrive may update or vary these Terms from time to time. Any changes will be effective once published on our website or otherwise communicated to the Customer.
7. The Agreement sets out the entire agreement between Thrive and Customer in relation to the supply by Thrive of the Services. They supersede any document that Customer may issue (such as a purchase order), and all prior agreements, negotiations, communications and representations by the parties.

Terms of Service