1. This document forms part of our commercial terms

This is version 1.4, effective from Jan 31, 2025.

GrowthPath is domiciled in the state of Victoria in Australia, which is the legal jurisdiction for these terms.

2. Engaging GrowthPath

GrowthPath does not have a very legalistic approach to business. We aim to develop our business through referrals from highly satisfied customers and we think that complex legal documents are not the best way to reach this objective.

These terms of service may be supplemented or partially replaced by a specific Terms of Service for you. Together and taken entirely, this document and any supplement governs our work with you. From time to time we may present updated terms for your approval.

GrowthPath provides both fixed price work, hourly work and retainer agreements. Each instance of such work is a separate contract, governed by these terms in addition to the agreement about the specific engagement.

In the spirit of partnership and fast, responsive client service, we usually rely on both verbal and email statements to define what we are going to do. Confusions, omissions and misunderstandings happen even when both parties apply the highest standards of professionalism, and we rely on a mutual spirit of reasonable partnership to overcome these.

3. Professional approach and scope of advice

GrowthPath provides advice relating to business insights linked to growth, profitability and cashflow. We provide this advice expecting that you will rely on it, and we provide it to the best of our professional ability based on the time and information available. To avoid “paralysis by analysis”, we may operate in an exploratory mode which leads to a mutual discovery of work, and changing priorities and insights. This is a responsive and very powerful approach but it requires both parties to be reasonable and fair in dealings. This approach builds long-term mutually beneficial relationships.

We operate only in areas where we have great professional experience and abilities, and we’re pleased to reassure you that we are insured for professional advice. We do not provide audit, investment or personal financial advice, legal, employment or taxation services.

We communicate final opinions, analysis and recommendations in writing. Recommendations are always referred to as “recommendations”. When our work is labelled “draft”, “for discussion”, or “in development”, we expect you to seek guidance from GrowthPath before using it.

Under these terms, GrowthPath will not act as your agent in dealings with third parties.

4. Professional Codes of Conduct

If a GrowthPath consultant is a member of a professional body such as CPA Australia, all professional codes of conduct apply. You can assume that principal consultants and Directors of GrowthPath are members of such professional bodies, unless advised otherwise.

5. Non-disclosure, confidentiality and non-compete

GrowthPath is bound by a duty of care and the relevant professional Codes of Conduct to respect confidentiality and non-disclosure. We sign NDAs in line with common commercial practice. We consider a professional level of care to include the encryption of any of your data stored in our possession. However, we do not claim to comply with privacy and data protection laws in any particular jurisdiction; we rely on client guidance.

6. Referrals and conflict of interest

From time to time and as a professional courtesy GrowthPath may refer you to other advisors where new skills or perspectives may bring mutual benefit. Our recommendations are usually based on the experience of a business relationship, which may be ongoing . We do not accept commissions for referring work, but we may have a fee sharing arrangement with other parties should you decide to engage them. Your relationship with referred parties is not covered by this agreement and should be considered no more than an introduction, unless we are specifically engaged to select external advice or assistance.

7. Intellectual Property and warranties

GrowthPath methodology and practices are valuable intellectual property rights (IPR), generally protected by copyright and trademarks. This includes the source code of our integrations and the GrowthPath Application Server.

These terms are a licence of our IPR to clients. GrowthPath provides to you a perpetual, royalty-free licence to use the IPR provided to you in all entities belonging to the corporate structure, but our warranty applies only to the original purpose. Generally, we therefore place no restrictions on how clients can use our IPR in their business, except clients must not sell, license or rent or otherwise exploit for commercial value our IPR substantially embodied in product or service that is reasonably in competition with GrowthPath regarding our niche in cloud ERP integrations.

This licence has implications for source code access. Access to source code is covered under our business continuity arrangements.

Business succession: Your rights to our IPR may be transferred by licence to a new business owner of part or all of a client’s corporate structure as long the new owner agrees to the licence.

We respect IPR of third parties, and expect our clients to be licensed users of any tools and systems used in our engagement. We consider intellectual property developed with a client fully subject to our professional obligations, and we will never use it to harm client interests, such as using it with competing entities. We may use extracts of work as examples for potential clients, but only after disguising all names, figures, locations and any other information that would identify the client, and any information that covers commercially sensitive processes or your own IPR.

8. Invoice and Payment Terms

GrowthPath typically invoices in stages during a project.

As a small business, we rely on prompt payment of our invoices. We reserve the right to not deliver or complete later stages of a project where there are overdue invoices.

Our standard terms are 7 days. Most projects begin with a deposit. Progress payments are made based on substantial completion of milestones specified in the proposal.

If a quoted price doesn’t mentioned GST, please assume that GST is added if applicable under Australian law. GrowthPath Pty Ltd is a trustee for a discretionary trust. This entire agreement and any supplemental terms specific to you only applies to work contracted to and invoiced by GrowthPath Pty Ltd (they don’t cover any individuals, referred professionals or subcontractors that invoice you independently).

9. Warranty and due care by our clients

In the case of fixed price work designed to meet specific outcomes, work is guaranteed to do what it is expected to do. GrowthPath will use reasonable judgement in cases where the original specifications were not clear or could not be specific (for example, if the agreed project is exploratory). If in the process of execution we learn that the requirements are substantially more complicated than expected, we may cancel the activity, deliver a partial completion or only proceed after both parties agree to modifications. This is necessary to prevent us having to quote excessively to cover such risk.

We expect that you use reasonable care when deploying work that can have a material impact on your business, including careful attention to information about limitations and usage we provide. We also limit our warranty to the way we expect our work to be used, and in the specific business we expect it to be used. Our warranty is limited to six months from the date the work is delivered, meeting the specifications as best as we could reasonably derive them in the time available.

A specific business may have requirements which go beyond usual general business requirements. GrowthPath is a general business consultancy and should not be assumed to have industry-specific expert knowledge unless we say we do. If such special requirements were not correctly made known to us, then you must rely on your own approval of completed work. Examples of this may include industry-specific regulatory compliance.

The warranty doesn’t cover substantial changes in business systems or changes to the way the business operates which occur after the requirements are agreed, unless specifically agreed.

10. Client's Best Interests

GrowthPath provides important business advice, often regarding investments and selections of service partners. We are pleased to recommend practitioners and businesses we've worked with previously, if they are a good fit. However, under no circumstances does GrowthPath ever take an undisclosed commission. We prefer to recommend a selection process with alternative solutions, to provide competition.

11. Completion and Client Involvement

In fixed price contracts, it is important to define "completion". If this is not explicitly defined, then GrowthPath applies the concept of "practical completion", meaning that completion is reached when there is no adverse material consequence of using what we have delivered. We require our clients to make reasonable efforts to support the project, which will be defined in our agreement. This typically includes participating in discussions about the business and participating in agreed training and testing activities. Completion dates are best effort dates; projects usually require client input and could require third party involvement. Also, we tend to be flexible regarding changing requirements, as it is natural to discover things as a project progresses. When completion dates become hard (such as a go-live date), we will become more strict about limiting the risk of changes.

Client contribution is usually important in our projects. Unless specifically agreed, GrowthPath does not act as project manager or wrangler of your staff and any third parties you control; this will be the client's responsibility, unless GrowthPath is specifically providing project management services.

12. Pricing approach

GrowthPath prefers fixed-price quotes for small, well-defined steps. Fixed-price projects force both parties to focus on the value being added. Over time we may move to a retainer arrangement if both parties feel comfortable.

13. Remedies, Exclusions and Guarantee

GrowthPath's proposals are intended to be legal contracts, governed completely and entirely by the contents of the proposal and these terms. In case of conflict, the proposal has priority.

In case of dispute, GrowthPath will endeavour to reach a favourable outcome leading to a happy client. We have never had a dispute with a client, but contracts are written to protect even for unlikely or unwanted outcomes. Therefore, we limit our liabilities.

GrowthPath limits its guarantee and liability for any loss, direct, indirect, or consequential, where loss means any adverse cash effect, actual, hypothetical or projected, including any transaction of value with third parties, or any other effect which is measurable in money. The limit is paid amounts of the contract at the relevant moment in time leading to the hypothetical dispute, in AUD as received. This guarantee fully meets GrowthPath's liability to the other party in contract, tort, warranty, strict liability, or any other legal theory for any indirect, consequential, incidental, punitive or exemplary damages or loss of profits.

This guarantee is the exclusive remedy for breaches of contract with GrowthPath, unless specifically written otherwise in the proposal.

GrowthPath is the trading name of the Richardson Family Trust, with corporate trustee GrowthPath Pty Ltd. The Australian Business Number is ABN 18100392326.