Terms & Conditions

The following terms and conditions are the terms of engagement of Who How Global Pty Ltd ACN 638 400 594, trading as Hello Step Change (“Step Change”). Except where agreed in writing, these terms apply to all Services undertaken by Step Change and its agents and shall prevail over any inconsistency with other documentation. Step Change may update these terms from time to time in accordance with clause 23.5.

1.   DEFINITIONS AND INTERPRETATION 

1.1  Definitions

In this Agreement, unless the context otherwise requires:

Agreement  means the Commercial Terms Document, these terms and conditions, and all schedules and annexures, as amended in accordance with clause 23.5.

Business Day  means a day that is not a Saturday, Sunday or public holiday or bank holiday in Sydney, Australia.

Client  means a person or company to whom the Services will be provided by Step Change.

Client Contact  means the contact person nominated by the Client in the Commercial Terms Document to provide Step Change with instructions.

Commencement Date  means the commencement date specified in the Commercial Terms Document.

Commercial Terms Document  means any Project Plan, Fee Proposal, Fees Estimate, Retainer Engagement Summary, or any document signed by Step Change and the Client setting out the commercial terms applicable to this Agreement.

Confidential Information  means any information disclosed by one party to the other that is identified as confidential or that by its nature should reasonably be treated as confidential, including business, financial, technical, operational, customer or commercial information, whether disclosed orally, in writing or in any other form.

Date Variation Fee  means the additional fee payable by the Client where a confirmed Intensive workshop date is changed at the Client’s request, charged in accordance with clause 9.3 as follows: (a) 1 week or less prior to the scheduled date: 50% of the Intensive Fees; (b) more than 1 week but no more than 2 weeks prior: 25% of the Intensive Fees; (c) more than 2 weeks but no more than 3 weeks prior: 15% of the Intensive Fees; (d) more than 3 weeks but no more than 4 weeks prior: 10% of the Intensive Fees; (e) more than 4 weeks prior: a flat fee of $2,000.00 (plus GST). Step Change reserves the right to withhold allocation of new dates until the applicable Date Variation Fee has been paid.

Deliverables  means all marketing materials, strategies, reports, creative content, and other outputs produced by Step Change under this Agreement as specified in the Commercial Terms Document.

Early Termination Amount  means the amount calculated in accordance with clause 6.2, being a percentage of the Fees that would have been payable for the remainder of the Initial Term from the date of the Early Termination Notice, determined by the month in which termination notice is given: 85% if given in months 1–3; 70% if given in months 4–6; or 50% if given in months 7–9 of the Initial Term.

Expiry Date  means the expiry date of the Term specified in the Commercial Terms Document.

Fees  means the fees payable for the Services as specified in the Commercial Terms Document.

Force Majeure  means any event outside the reasonable control of a party including any act of government, accident, fire, insurrection, war, act of God, natural disaster, sabotage, strike or industrial action, or embargo or delay in transportation attributable to third-party carriers or customs authorities.

GST  has the meaning given in the GST Act.

GST Act  means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Initial Term  means the period of nine (9) months commencing on the Commencement Date, applicable to new retainer clients as specified in the Commercial Terms Document.

Intensive  means any facilitated strategy or workshop session (or series of sessions) longer than three (3) hours in duration, delivered by Step Change to the Client.

No Result, No Invoice Policy  means Step Change’s policy described in clause 9.9, applicable to Intensive engagements only and not to retainer or other ongoing Services.

Notice Period  means three (3) calendar months’ written notice required to terminate this Agreement, as described in clause 3.3 and clause 6.1. This notice period applies both during the Initial Term (for a party wishing to exit at the end of month 9, notice must be given no later than end of month 6) and once the Agreement is on a rolling monthly basis.

Rate Card  means the Step Change Rate Card which forms part of the Commercial Terms Document.

Services  means the services to be provided by Step Change to the Client as specified in the Commercial Terms Document.

Statement of Work / Service Brief  means a written document agreed between the parties setting out the scope, Deliverables, timeline, and any specific terms applicable to a particular project or body of work under this Agreement.

Supplier  means any third-party vendor, contractor, or service provider engaged by Step Change in connection with the delivery of Services.

Term  means the term of this Agreement as specified in the Commercial Terms Document.

Unit  means Step Change’s standard billing increment for additional or out-of-scope work as set out in the Rate Card. A Unit does not represent, and is not always equivalent to, one hour of work.

1.2  Interpretation

In this Agreement, unless the context otherwise requires:

1. headings are for convenience only and do not affect interpretation;
2. singular and plural include each other;
3. reference to a person includes all entity types and vice versa;
4. reference to a party includes that party’s executors, administrators, successors and permitted assigns;
5. where any word or phrase is defined, any other grammatical form of that word or phrase will have a corresponding meaning;
6. the words “includes” and “including” are not words of limitation;
7. any annexures and appendices form part of this Agreement; and
8. a reference to a statute includes all regulations and instruments made under that statute and all consolidations, amendments, re-enactments or replacements of it.
   

2.      SERVICES

3.      ENGAGEMENT AND TERM

3.1  Appointment

The Client appoints Step Change, and Step Change accepts the appointment, to provide the Services on the terms and conditions of this Agreement.

3.2  Initial Term

For new retainer clients, this Agreement commences on the Commencement Date and continues for an Initial Term of nine (9) months. The parties acknowledge that the Initial Term is a minimum commitment, reflecting Step Change’s investment in onboarding, strategy development, and resource allocation.

3.3  Renewal

Before the Initial Term ends, the parties will meet to review progress and confirm whether they wish to continue. Unless either party provides not less than three (3) calendar months’ written notice before the end of the Initial Term that it does not wish to continue, this Agreement will automatically continue on a rolling monthly basis from the date of expiry of the Initial Term. A party wishing to exit at the end of the 9-month Initial Term must therefore give written notice no later than the end of month 6. Once rolling, either party may terminate this Agreement by providing not less than three (3) calendar months’ written notice at any time. Fees continue to accrue in full during the notice period.

3.4  Existing Clients Transitioning from a Prior Engagement

Where the Commercial Terms Document specifies that the Client is an existing client transitioning from a prior engagement with Step Change:

1. clause 3.2 (Initial Term) does not apply and the Client is not required to complete any minimum term;
2. clause 6.2 (No Early Termination During Initial Term) does not apply;
3. this Agreement commences on the Commencement Date and continues on a rolling monthly basis until terminated in accordance with clause 6; and
4. either party may terminate this Agreement by giving not less than three (3) calendar months’ written notice, which notice may be given at any time on or after the Commencement Date.
   

3.5  Nature of Engagement

Step Change operates as an independent contractor. Nothing in this Agreement creates a relationship of employment, partnership, joint venture, or agency (other than as expressly stated) between the parties.

4.      ACCEPTANCE AND COMMENCEMENT OF WORK

4.1 Subject to clause 4.2, written approval and/or request by the Client to commence work will be deemed to be acceptance by the Client of these terms and conditions.

4.2 The Client acknowledges that Step Change will not commence providing Services until any deposit specified in the Commercial Terms Document has been paid.

4.3 The Client agrees to provide all required information and documentation (including a signed proposal or quote) required by Step Change. The Client indemnifies Step Change from any damages, costs or expenses resulting from delays in the provision of the Services due to the failure of the Client or its agent to provide the required information and documentation on time.

5.      CLIENT OBLIGATIONS

5.1  Client Contact

The Client warrants to Step Change that the Client Contact:

1. has full authority from the Client to sign for and accept all work and Deliverables;
2. is the single point of contact for all inquiries and requests in respect of the provision of the Services; and
3. will deliver consolidated feedback representing the interests and intentions of the Client in a form acceptable to Step Change.
   

5.2  Provision of Information

The Client or its agent must provide Step Change with all required information for the provision of the Services, including all documentation, relevant briefs, artwork, electronic resources, written acceptance of proposal, background information and any information that will impact on the Services. The Client indemnifies Step Change against any and all claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, including reasonable legal fees, in connection with the information provided by the Client.

5.3  Client Cooperation

The Client must:

1. provide Step Change with timely access to information, materials, approvals, and personnel reasonably required to deliver the Services;
2. provide approvals, feedback, and sign-offs within the timeframes agreed in the scope, or otherwise within 5 Business Days of a written request from Step Change. Where the Client Contact is unavailable, the Client will nominate an alternative authorised person; and
3. notify Step Change of any material changes to the Client’s business or regulatory circumstances that may affect the Services.

Where a delay in delivering the Services is caused by the Client — including late approvals, late provision of materials, or unavailability of key stakeholders — Step Change is not responsible for any resulting delay to timelines, Deliverables, or outcomes. Retainer Fees continue to accrue during any such delay. If the delay exceeds 30 consecutive days, Step Change may treat the engagement as suspended at the Client’s election and may redeploy resources accordingly, without affecting the Client’s payment obligations.

6.      TERM AND TERMINATION

6.1 Termination — Notice Period

Subject to clause 3.4, either party may terminate this Agreement after the Initial Term by providing not less than three (3) calendar months’ written notice to the other party. Notice is effective from the date it is received in writing. During the notice period this Agreement remains in full force and the Client remains obligated to pay all Fees falling due.

6.2  No Early Termination During Initial Term

Subject to clauses 3.4 and 6.3, neither party may terminate this Agreement during the Initial Term without cause.The parties acknowledge that the Initial Term represents a minimum commitment period reflecting Step Change's investment in onboarding, strategy development, and resource allocation made in reasonable reliance on the engagement. If the Client purports to terminate or ceases to engage Step Change during the Initial Term without cause:

1. the Client must give Step Change written notice of termination (Early Termination Notice);
2. Step Change will, within 10 Business Days of receiving the Early Termination Notice, provide the Client with a written calculation of the Early Termination Amount; and
3. the Client must pay the Early Termination Amount within 14 days of receipt of that calculation.

Step Change’s costs are heaviest at the start of an engagement — onboarding, strategy development, and team allocation are front-loaded. The Early Termination Amount reflects this and is calculated based on the month in which the Early Termination Notice is given:

1. Months 1–3 of the Initial Term: 85% of the Fees remaining for the balance of the Initial Term. At this stage Step Change’s onboarding and setup costs are largely unrecovered.
2. Months 4–6 of the Initial Term: 70% of the Fees remaining for the balance of the Initial Term. Onboarding costs have been partially recovered; resource reallocation remains the primary loss.
3. Months 7–9 of the Initial Term: 50% of the Fees remaining for the balance of the Initial Term. Most onboarding investment has been recovered; this reflects residual reallocation and winddown costs.

The discount from 100% in each case reflects variable costs Step Change saves by not delivering the remaining Services. The Early Termination Amount is a genuine pre-estimate of Step Change’s net loss and is not a penalty.

For the avoidance of doubt, the Early Termination Amount does not include Fees already invoiced and outstanding as at the date of the Early Termination Notice, which remain separately payable under clause 6.6.

6.3  Termination for Cause

Either party may terminate this Agreement immediately by written notice if the other party:

1. commits a material breach of this Agreement that is not remedied within 14 days of written notice requiring remedy;
2. becomes insolvent, goes into administration, liquidation, or receivership, or makes an arrangement with creditors; or
3. engages in fraudulent, dishonest, or unlawful conduct materially affecting the Agreement.

Where Step Change terminates under this clause, the Early Termination Amount in clause 6.2 does not apply. The Client remains liable for all Fees incurred to the date of termination and any amounts due under clause 6.6.

6.4  No Communication

Either party may terminate this Agreement immediately by written notice if there has been no communication by either party to the other for a period of ninety (90) days.

6.5  Termination — Project Engagements

For non-retainer project engagements, the Client may terminate without cause by providing Step Change at least ninety (90) days’ prior written notice, subject to payment of all outstanding Fees in accordance with clause 6.6.

6.6  Fees on Termination

In the event of termination for any reason, the Client will pay to Step Change within 14 days of demand all Fees outstanding as at the date of termination and any further amounts due, including but not limited to:

1. any Fees incurred but not yet invoiced for Services delivered up to the date of termination;
2. any costs or expenses incurred by Step Change as part of the Services which are payable to a Supplier or other third party and which were committed prior to the date of termination;
3. Step Change’s staff costs reconciled by hours spent and charged according to the Rate Card; and
4. the value of any third-party contracts entered into for the purpose of completing the project that cannot reasonably be cancelled without cost.

Notwithstanding the above, Step Change reserves the right to charge the Client 50% of the total estimated project amount if less than 50% of the project has been completed at the date of termination.

6.7  Effect of Termination

On termination or expiry:

1. all outstanding Fees for Services rendered to the date of termination become immediately due and payable;
2. the Client must promptly pay all amounts owing;
3. each party must return or destroy the other’s Confidential Information upon request;
4. Step Change will transfer, assign and make available to the Client all property and materials in Step Change’s possession belonging to and paid for by the Client; and
5. clauses 7, 8, 13, 14, 15, 16, 17, 18, 19 and 21 survive termination.

7.      DESIGN, ARTWORK AND MATERIALS

7.1 All design, artwork and materials included in the Services will be presented by Step Change to the Client Contact.

7.2 The Client acknowledges that the Fees allow for the Client to make only two (2) requests for revision and/or provide feedback in respect of such design, artwork and materials. Feedback must be provided in writing.

7.3 Feedback and requested changes must fall within the agreed scope of work.

7.4 Additional changes to artwork, design, materials, formatting or copy beyond the two included requests will be charged in Units in accordance with the Rate Card.

7.5 A minimum engagement of 0.5 hours will be charged for any additional design, artwork and material changes requested by the Client.

8.      CONFIDENTIALITY

8.1  Obligations

Each party (Receiving Party) agrees to:

1. keep confidential all Confidential Information of the other party (Disclosing Party);
2. not disclose Confidential Information to any third party without prior written consent;
3. use Confidential Information only for the purposes of this Agreement; and
4. protect Confidential Information with at least the same degree of care used to protect its own confidential information (and in any event no less than reasonable care).
   

8.2  Exclusions

Confidential Information does not include information that:

1. is or becomes publicly available other than through breach of this Agreement;
2. was independently known by the Receiving Party prior to disclosure;
3. is independently developed without reference to the Confidential Information; or
4. is required to be disclosed by applicable law, court order or regulatory authority, in which case the Receiving Party gives the Disclosing Party maximum practicable prior written notice and cooperates to seek appropriate protective orders, disclosing only the minimum information required to satisfy the legal obligation.
   
   

8.3  Survival

Obligations under this clause 8 survive termination of this Agreement for a period of three (3) years.

9.      FEES AND PAYMENT

9.1  Payment Terms

The Client will pay to Step Change the Fees and any other payments due under this Agreement in accordance with the Commercial Terms Document and otherwise within 14 days of the date of Step Change issuing the Client with a tax invoice.

9.2 The Client acknowledges that:

1. the Fees set out in the Commercial Terms Document are estimated costs for the Services and are provided in good faith. The Fees are not guaranteed and the final Fees may vary due to actual costs incurred in respect of the Services; and
2. all estimates of Fees are valid for 30 days from the date of the Commercial Terms Document and must be approved and accepted by the Client within this time. Step Change reserves the right to withdraw estimates after the expiry of this 30-day period and to re-issue amended estimates.
   

9.3  Date Variation Fee

Once a quote has been accepted by the Client by payment of a 50% deposit and workshop date(s) have been confirmed, the Date Variation Fee will be payable by the Client should the Client request a date change for any reason. Step Change reserves the right to refuse to re-allocate new dates until the applicable Date Variation Fee has been paid.

9.4  Disbursements

The Client agrees to pay Step Change the following additional costs:

1. any travel expenses (including flights, accommodation, meals, taxis, and the consultant’s time spent in transit) pre-approved by the Client in writing, for Step Change to travel to the Client. For domestic travel, the additional costs are charged at $1,500 plus GST per person for a single night and $550 plus GST per person for each additional night. For international travel, actual travel costs will be recharged to the Client as scoped and agreed prior to travel;
2. any venue costs agreed by the Client if a workshop is to be held at a venue other than the Client’s or Step Change’s office;
3. any third-party costs pre-approved by the Client in writing including but not limited to engaging third-party Suppliers. Step Change will invoice the Client for such costs as incurred. In the event that any payment under this paragraph (c) is overdue for more than 30 days, Step Change reserves the right to postpone all Services until the outstanding payments are made;
4. any licensing costs reasonably incurred on behalf of the Client as part of providing the Services, invoiced monthly; and
5. any banking fees or charges if the Client chooses to pay via credit card or EFTPOS. No fees will be charged for bank deposit/transfer.
   

9.5  Annual Fee Review

Fees are fixed for the Initial Term and may not be increased during that period.

Following expiry of the Initial Term, Step Change may review Fees annually on each anniversary of the Commencement Date (Review Date). At each Review Date, Step Change may propose an increase to the Fees comprising:

1. CPI component: an amount not exceeding the percentage change in the All Groups Consumer Price Index (weighted average of eight capital cities) as published by the Australian Bureau of Statistics for the twelve (12) month period ending on the most recent quarterly reference period prior to the Review Date; and
2. Market adjustment component: an additional increase above the CPI component where Step Change can demonstrate, by written notice to the Client, that the proposed increase reflects a genuine change in the cost of delivering the Services — including, without limitation, changes in resourcing costs, platform costs, or market rates for the relevant services. The market adjustment component requires the Client’s written agreement before taking effect.

Any proposed fee increase must be notified to the Client in writing not less than 30 days before the proposed effective date. The CPI component takes effect on the date specified in the notice without further agreement. The market adjustment component takes effect only on written agreement by both parties.

If the parties cannot agree on a market adjustment within 30 days of the notice, either party may treat the matter as a fee adjustment dispute and resolve it under clause 21 (Dispute Resolution), or the Client may elect to terminate this Agreement on the standard notice period under clause 6.1, commencing from the date of the written notice of increase. The first Review Date on which a fee increase may take effect is the first anniversary of the Commencement Date following expiry of the Initial Term.

9.6  Retainer Adjustment

For retainer engagements:

1. either party may request an increase or decrease to the monthly Fees of up to $5,000 (excluding GST) on a minimum of one (1) calendar month’s written notice. Such an adjustment takes effect from the first billing month following written agreement by both parties. No more than one such request may be made in any three (3) month period;
2. any decrease to the monthly Fees of more than $5,000 (excluding GST) requires a minimum of two (2) calendar months’ written notice. The adjustment takes effect at the commencement of the first billing month following expiry of the notice period, subject to written agreement on the revised Fees and any corresponding change in scope; and
3. any increase to the monthly Fees of more than $5,000 (excluding GST) is subject to Step Change’s resourcing availability and written agreement by both parties on the revised Fees and scope.

9.7  Invoicing — Intensives

Step Change will invoice the Client in two parts: 50% deposit to book (must be paid prior to the Intensive) and 50% due within 14 days of the date of Step Change issuing the relevant tax invoice. Intensives are generally run four weeks after the booking is made.

9.8  Invoicing — All Other Services

Step Change will invoice all other Services in accordance with the billing terms set out in the Commercial Terms Document.

9.9  No Result, No Invoice

Step Change’s No Result, No Invoice Policy applies to Intensive engagements only and does not apply to retainer or other ongoing Services.

1. Within 24 hours of the conclusion of an Intensive, the Client may provide written notice to Step Change alleging that the objectives agreed at the commencement of the Intensive have not been met. If Step Change receives such notice and subsequently agrees it is unable to resolve or meet those objectives, Step Change will refund the deposit paid and no further invoice will be issued.
2. If no written notice is provided within 24 hours of the conclusion of the Intensive, the Client will be deemed to have accepted that the objectives have been met and agrees to waive all rights under this clause 9.9.
3. If the No Result, No Invoice Policy is applied, Step Change will retain all work produced in the course of that Intensive.
   
   

10.     GST

10.1 Unless otherwise expressly stated, all Fees or other sums payable under this Agreement are exclusive of GST.

10.2 If GST is payable on any supply, the payer must, upon receipt of a valid tax invoice, pay to the supplier an amount equal to the GST payable in respect of the consideration payable for that supply.



11.     THIRD PARTY EXPENSES

11.1 Step Change may need to incur third-party costs for items such as digital retouching, illustration, photography and printing in order to provide the Services, which will be payable by the Client.

11.2 Wherever possible, Step Change will attempt to identify any anticipated third-party expenses in the Commercial Terms Document but instances may arise where additional third-party expenses are incurred.

11.3 Any third-party costs must be paid to Step Change seven (7) Business Days before they are due to Suppliers to ensure the project runs on time.

11.4 Third-party costs and estimates are issued according to the terms and conditions of such third parties. Step Change makes no guarantee in respect of any third-party costs or estimates.

11.5 The Client Contact must approve or request reissue of third-party Supplier expenses within the time specified by Step Change.

12.     OVERDUE PAYMENTS AND SUSPENSION

12.1 In the event of any failure by the Client to make payments in accordance with this Agreement, such late payments will accrue interest at the rate of 2% per annum above the Reserve Bank of Australia cash rate, accruing daily from and including the payment due date.

12.2 The Client will be responsible for all reasonable expenses (including legal fees) incurred by Step Change in collecting overdue amounts.

12.3  Suspension

Step Change may suspend delivery of the Services if:

1. the Client fails to pay any Fees by the due date and has not remedied the failure within five (5) Business Days of written notice from Step Change requiring payment; or
2. the Client fails to provide information, access, approvals, or instructions that Step Change has reasonably requested in writing and which are necessary to deliver the Services, and that failure continues for more than 10 Business Days.

During a suspension, Step Change’s obligation to deliver Services is paused. The Client’s obligation to pay Fees continues unless the parties agree otherwise in writing. Step Change will lift the suspension promptly once the cause has been remedied. If the cause is not remedied within 30 days of the suspension commencing, Step Change may treat the continued failure as a material breach and terminate this Agreement under clause 6.3.

12.4  Lien

Step Change may exercise a lien over any Deliverables until full payment of all outstanding Fees is received. Suspension or exercise of a lien under this clause does not relieve the Client of its payment obligations.

13.     LICENCE

13.1 The Client grants Step Change a fee-free, non-exclusive licence to use:

1. materials supplied by the Client; and
2. the Client’s trade marks, graphics and copyrighted material as supplied, as necessary to enable Step Change to provide the Services.
   

13.2 The Client grants Step Change a fee-free, non-exclusive licence to use materials created throughout the Term of this Agreement for the ongoing promotion of Step Change’s services, subject to clause 14.4.

13.3 The Client warrants that all materials and any instructions supplied to Step Change pursuant to this Agreement will not infringe the intellectual property rights of, nor result in any tort, injury, damage or harm to, any third party.



14.      INTELLECTUAL PROPERTY

14.1  Assignment of Deliverables

Subject to full payment of all Fees, Step Change assigns to the Client all intellectual property rights in the Deliverables created specifically and exclusively for the Client under this Agreement. The assignment takes effect on receipt of full payment. Prior to full payment, no intellectual property in any Deliverable transfers to the Client.

14.2  Step Change Background IP

Step Change retains all intellectual property rights in its pre-existing methodologies, tools, frameworks, processes, know-how and any intellectual property developed by Step Change independently of this Agreement (Step Change Background IP). Nothing in this Agreement transfers ownership of Step Change Background IP to the Client.

14.3  Licence of Background IP

To the extent any Step Change Background IP is incorporated in a Deliverable, Step Change grants the Client a non-exclusive, royalty-free, perpetual licence to use such Background IP solely as part of the relevant Deliverable for the Client’s internal business purposes.

14.4  Promotional Use and Case Studies

The Client consents to Step Change using the Client’s name, trade marks and general details of the Services to promote Step Change’s business, including publishing the Client’s logo on Step Change’s website and publishing samples of work created in the course of the Services (after appropriately anonymising the content if requested by the Client in writing). Step Change will not publish any case study or portfolio content that identifies the Client by name without the Client’s prior written approval, which will not be unreasonably withheld or delayed. Step Change will give the Client a reasonable opportunity to review any proposed case study content before publication. The Client may at any time request that any published case study be anonymised or removed, and Step Change will action that request within 14 days.

14.5  Moral Rights

To the extent permissible by law, Step Change consents (and will procure consents from its personnel) to the Client modifying the Deliverables as required for the Client’s business purposes.



15.     WARRANTIES

15.1  Client Warranties

The Client warrants to Step Change that:

1. it has the authority to enter into this Agreement;
2. in entering into this Agreement, it has not relied on any representation made by Step Change which has not been stated expressly in this Agreement;
3. all information provided to Step Change in connection with the Services is accurate, correct and true;
4. all materials and any instructions supplied to Step Change pursuant to this Agreement will not infringe the intellectual property rights of any third party; and
5. the Client Contact has full authority from the Client to sign for and accept all work and Deliverables and will deliver consolidated feedback representing the interests and intentions of the Client.
   

15.2  Step Change Warranties

Step Change warrants to the Client that:

1. it has the authority to enter into this Agreement;
2. in entering into this Agreement, it has not relied on any representation made by the Client which has not been stated expressly in this Agreement; and
3. all materials and Deliverables supplied to the Client pursuant to this Agreement will not infringe the intellectual property rights of nor result in any tort, injury, damage or harm to any third party.
   
   

16.     INDEMNITY

16.1 The Client agrees to indemnify and hold harmless Step Change and its related entities, affiliates, officers, directors, agents and employees from and against any and all claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, including reasonable legal fees:

1. suffered by Step Change as a result of any breach of this Agreement by the Client; and/or
2. made by any third party due to or arising out of the Client’s breach of this Agreement, any applicable law, or the rights of a third party (including intellectual property rights), or in respect of the Services.
   

16.2 This clause survives termination of this Agreement.

17.     LIMITATION OF LIABILITY

17.1  No Representations or Warranties

Except as required under the Australian Consumer Law, Step Change makes no representations and gives no warranties, express or implied, as to the suitability of the Services.

17.2  Excluded Types of Damages

In no event will Step Change or its respective employees, contractors or Suppliers have any liability to the Client for any incidental, special, statutory, indirect or consequential damages, or for any loss of profits, revenue, data or cost of cover.

17.3  Aggregate Liability

The aggregate liability of either party for all claims arising out of or in connection with this Agreement will not exceed an amount equal to the total Fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim.

17.4  Carve-outs

The cap in clause 17.3 does not apply to liability arising from:

1. fraud or wilful misconduct;
2. a breach of clause 8 (Confidentiality);
3. any amount payable by the Client under clause 6.2 (No Early Termination During Initial Term);
4. any liability under clause 16 (Indemnity); or
5. any liquidated damages payable under clause 19 (Non-Solicitation).
   

17.5  Insurance

Each party will maintain adequate insurance policies relevant to its obligations under this Agreement, including public liability and workers compensation insurance. Step Change will maintain professional indemnity insurance with a limit of indemnity of at least $2,000,000 each claim and in the aggregate.

17.6  Australian Consumer Law

Nothing in this Agreement excludes, restricts or modifies rights that cannot be excluded under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other non-excludable statutory right. Where liability cannot be excluded but may be limited, Step Change’s liability is limited at its election to re-supplying the Services or paying the cost of having the Services re-supplied.



17.7  Survival

This clause survives termination.

18.     PROJECT TIMELINES

18.1 Any timelines and/or deadlines specified in the Commercial Terms Document are estimates only, based on supplier indications and previous project experience, and are subject to change.

18.2 In the event that a project is put on hold for more than 30 days by the Client, or if no correspondence is received from the Client after reasonable follow-up for 30 days, Step Change reserves the right to provide a revised estimate of any timelines and/or deadlines.



19.     NON-SOLICITATION

The parties acknowledge that Step Change invests significantly in recruiting, training, onboarding, and deploying its personnel, and that the loss of a team member to a client represents a direct and quantifiable cost to the business. The parties have agreed, having regard to current market rates for recruitment (typically 15–20% of annual salary), induction, training, and the productivity gap during replacement, that the reasonable cost to Step Change of replacing a team member is best estimated by reference to the seniority and remuneration of the individual concerned.

Accordingly, during the Term and for a period of twenty-four (24) months following termination or expiry of this Agreement, the Client must not directly or indirectly solicit, recruit, or engage any employee, contractor, or subcontractor of Step Change who was involved in delivering Services to the Client, without Step Change's prior written consent.

If the Client engages a Step Change team member in breach of this clause, the Client agrees to pay Step Change the following amount per person as a genuine pre-estimate of Step Change’s recruitment replacement loss:

1. 20% of the individual’s total annualised remuneration with Step Change (including base salary or contractor rate, superannuation, and any regular allowances) as at the date of the breach (Replacement Fee); and
2. subject to a minimum of $25,000 and a maximum of $75,000 per person.

This formula reflects market rates for external recruitment, onboarding, induction, and the productivity gap during replacement. It is not a penalty; it scales with the actual seniority and cost of the individual. Step Change will provide the Client with a written calculation of the Replacement Fee within 10 Business Days of becoming aware of the breach.

Step Change may also seek recovery of any additional loss it can demonstrate exceeds this amount.

This clause survives termination or expiry of this Agreement.

20.     ONGOING SUPPORT AND VARIATIONS

20.1 Any additional Services required by the Client in addition to the Services specified in the Commercial Terms Document are deemed additional work.

20.2 Step Change will provide upon request an estimate of Fees for any additional work required by the Client.

20.3 If Step Change is required to complete additional work above and beyond what is specified in the Commercial Terms Document, the Client must confirm a variation order in writing within reasonable time. Work will not commence until agreement on price for the additional work has been reached. Step Change reserves the right to decline any additional work.



21.     DISPUTE RESOLUTION

21.1  Good Faith Negotiation

If a dispute arises under or in connection with this Agreement, a party must give written notice to the other party specifying the dispute. Within ten (10) Business Days of receipt of that notice, senior representatives of each party will meet (in person, by phone, or video) to attempt to resolve the dispute in good faith.

21.2  Mediation

If the dispute is not resolved within twenty (20) Business Days of the notice (or such longer period as agreed), either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC) in Sydney, NSW, under its Mediation Guidelines. Costs of mediation are shared equally unless otherwise agreed.

21.3  Litigation

Nothing in this clause prevents a party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction. If mediation fails or is not resolved within twenty-eight (28) days after appointment of the mediator (or such other period as agreed in writing), either party may commence legal proceedings.



21.4 This clause survives termination of these terms and conditions.

22.     PRIVACY

Step Change will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in all dealings with the Client. Step Change will only use personal information provided by the Client to perform the Services and will implement reasonable security measures to protect such information. A copy of Step Change’s Privacy Policy is available at https://www.hellostepchange.com/privacy-policy.

23.     GENERAL

23.1  Governing Law

This Agreement is governed by the laws of New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.

23.2  Assignment

The Client may not assign or novate its rights or obligations under this Agreement without Step Change’s prior written consent. Step Change may assign or novate its rights or obligations on 30 days’ written notice, including in connection with a sale or restructure of its business.

23.3  Severance

If any provision of this Agreement is void, illegal or unenforceable, it may be severed to the minimum extent necessary and the remaining provisions continue in full force.

23.4  Entire Agreement

This Agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties.

23.5  Variation

Step Change may amend these terms and conditions by giving the Client not less than 30 days' written notice of the proposed amendment (Notice Period). Notice must be given by email to the Client Contact's email address recorded in the Commercial Terms Document.

If the Client does not object in writing within the Notice Period, the amendment takes effect at the end of the Notice Period.

If the Client objects in writing within the Notice Period, the parties will negotiate in good faith. If no agreement is reached before the end of the Notice Period, either party may terminate this Agreement on 30 days' written notice without liability for early termination fees, provided the termination notice is given before the amendment takes effect.

Notwithstanding the above, Step Change may amend these terms immediately and without notice where required to comply with applicable law or a regulatory requirement, in which case Step Change will notify the Client as soon as practicable.

23.6  Waiver

No right under this Agreement is waived or deemed to be waived except by notice in writing signed by the party waiving the right. A waiver does not prejudice that party’s rights in respect of any subsequent breach, nor does granting an extension or forbearance constitute a waiver.

23.7  Relationship of Parties

This Agreement does not create a partnership, joint venture, or relationship of principal and agent between the parties.

23.8  Further Steps

Each party will do all things and execute all further documents necessary to give full effect to this Agreement.

23.9  Counterparts

This Agreement may be executed in any number of counterparts, each of which constitutes an original. The parties consent to execution by electronic signature (including via DocuSign or similar platforms).

23.10  Survival

The terms of this Agreement survive its termination to the extent permitted by law and shall be binding upon the heirs, executors, administrators and successors in title of the parties.

23.11  Currency

All payments due to Step Change shall be paid in Australian dollars in Australia.

23.12  Force Majeure

If performance by a party of any obligation under this Agreement (other than the payment of money) is prevented, restricted or delayed by Force Majeure, that party shall be excused from and shall not be liable for failure to perform to the extent of that prevention, restriction or delay and the time for performance shall be extended accordingly. The affected party must promptly notify the other party of the Force Majeure event and use reasonable endeavours to mitigate its impact. If the Force Majeure event continues for more than 30 consecutive days, either party may terminate this Agreement immediately by written notice.

23.13  Notices

Notices under this Agreement must be in writing and delivered by email (with read receipt or delivery confirmation), by hand, or by registered post to the addresses specified in the Commercial Terms Document. Email notices are effective on the date received.



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