Terms & Conditions | A.M.E Agency | Strategic Partnership

TERMS AND CONDITIONS

At Admin Made Easy (A.M.E) Agency, we deliver dedicated executive and operational support to our corporate partners. By engaging our services, executing an agreement, or subscribing to a service tier, the Client enters into a binding business agreement governed by the following Terms and Conditions:

1. PARTNERSHIP STRUCTURE & STATUS

1.1 Independent Contractor Status

A.M.E Agency operates strictly as an independent contractor. A.M.E Agency is solely responsible for its own statutory obligations, including Income Tax, Goods and Services Tax (GST), Professional Insurance, and Superannuation. This agreement does not establish an employer-employee relationship, partnership, or joint venture between the parties.

1.2 Operational Authority & Method Sovereignty

A.M.E Agency supplies its own infrastructure and professional systems. A.M.E Agency retains full operational discretion regarding the specific methodologies, systems, physical location, and scheduling required to fulfil the defined deliverables and Service Level Agreements (SLAs).

1.3 Agency Model & Delegation Rights

A.M.E Agency retains the absolute right to delegate, assign, or subcontract specific operational deliverables to qualified agency personnel, employees, or specialised contractors. A.M.E Agency remains the primary account contact, maintains sole commercial liability for all work delivered, and ensures that all personnel adhere to identical standards of confidentiality and operational safety.

1.4 Client Responsibilities & Capacity Allocation

Timely execution of services is contingent upon prompt client cooperation, including provision of necessary documentation, software access credentials, and formal approvals. Because A.M.E Agency allocates fixed professional capacity upon engagement, client-induced delays, inactivity, or failure to assign work do not entitle the Client to fee reductions, refunds, or accrued hour rollovers.

1.5 Non-Solicitation

During the term of engagement and for a period of six (6) months following agreement termination, the Client agrees not to directly or indirectly solicit, employ, or contract any employee, contractor, or specialist assigned by A.M.E Agency without prior written consent and payment of a mutually agreed corporate transition fee.

2. SERVICE TIERS, CAPACITY ALLOCATION & GOVERNANCE

2.1 Service Tier Framework

Services are structured as managed operational retainers (including The Essential, The Accelerator, The Partner, The Enterprise, or Bespoke Executive Governance tiers). Engagements are priced and executed based on pre-defined operational outcomes and resource availability rather than fixed hourly labour.

2.2 Task Scoping & Operational Capacity

Standard executive support is performed within the defined parameters of the selected service tier. Complex initiatives (such as comprehensive Board Cycle management, Corporate Secretarial setup, or Systems Architecture) will be formally scoped prior to execution. Requests exceeding the allocated capacity block will be identified and addressed prior to commencement.

2.3 Capacity Rollover Policy

To ensure schedule integrity and resource allocation, a maximum of 10% of unused monthly retainer capacity may roll over to the immediately following calendar month. Unused rolled-over capacity expires automatically after 30 days.

2.4 Out-of-Scope Requests & Tier Escalation

Work requested beyond the defined scope or capacity of the active retainer tier will be quoted separately as a Project Add-On or managed via a formal Service Tier Upgrade.

2.5 Plan Adjustments & 30-Day Notice Period

Service tier upgrades take effect within fourteen (14) days of written request. Contract terminations, plan downgrades, or non-renewals require thirty (30) days’ formal written notice prior to the commencement of the subsequent billing cycle to facilitate digital handover and offboarding.

2.6 Governance & Legal Disclaimer

A.M.E Agency provides executive, secretariat, and administrative management support only. A.M.E Agency does not provide formal legal, statutory-legal, tax, or financial advisory services. The Client’s Board of Directors and Executive Officers retain ultimate statutory liability for corporate governance decisions, regulatory filings (ASIC, ACNC, ORIC), and official board resolutions.

2.7 Digital Infrastructure & Licensing

The Client is solely responsible for funding, procuring, and maintaining all third-party software licences, enterprise access permissions, and corporate systems (e.g., Xero, BoardPro, Microsoft 365) required for A.M.E Agency to perform the agreed Scope of Work.

2.8 Extended & Governance Meeting Structure

Standard retainers include routine executive standups (up to 30 minutes). Attendance at multi-hour corporate governance meetings, board cycles, or committee forums (e.g., ISSP or Portfolio sessions) is excluded from standard baseline retainers and will be invoiced separately on a per-meeting basis at the standard Governance Rate ($120 + GST / hour) unless explicitly incorporated in the service agreement.

3. ONSITE ENGAGEMENTS & TRAVEL PROTOCOLS

3.1 Onsite Executive Immersion

Select service tiers include dedicated onsite immersion sessions (up to 8 hours) for operational audits, physical system architecture, or strategic alignment.

3.2 Geographic Coverage & Travel Authorisation

Standard onsite support includes the Greater Brisbane and Moreton Bay regions. Onsite visits outside this geographic radius, regional travel, or interstate travel require formal written authorisation and pre-approval.

3.3 Reimbursable Travel Expenses

Where travel is formally requested by the Client, the Client agrees to reimburse 100% of direct commercial travel expenses, strictly limited to:

Economy or flexible commercial airfares (as dictated by scheduling requirement)
Standard business hotel accommodation
Car rental, fuel, and transit costs
Airport transfers, parking fees, and standard per diem allowances aligned with ATO guidelines.

3.4 Personal Travel Apportionment

Where agency personnel combine official client business travel with personal leave, expenses will be apportioned in accordance with standard institutional travel guidelines. Travel costs will only be billed to the Client where official business represents the primary purpose of the trip (>50% of travel duration).

3.5 Onsite Rescheduling Policy

A minimum of 48 hours’ notice is required to reschedule an agreed onsite visit. Rescheduling requests provided with less than 48 hours’ notice will result in the scheduled time being deducted from the monthly capacity allocation to cover committed agency resources.

4. FEES, PAYMENT TERMS & OPERATIONAL HOURS

4.1 Invoicing & Payment Terms

Service retainers are invoiced monthly, quarterly, or annually in advance as specified in the individual Service Agreement. Invoices are issued on the first day of each billing period and are subject to strictly seven (7) to fourteen (14) day payment terms as designated in the agreement. All quoted fees are in Australian Dollars (AUD) and are exclusive of Goods and Services Tax (GST), which will be added to invoices where applicable in accordance with A New Tax System (Goods and Services Tax) Act 1999 (Cth).

4.2 Service Suspension & Default

Timely payment is a condition precedent to ongoing service delivery. If an invoice remains unpaid past fourteen (14) days from the due date, A.M.E Agency reserves the right to suspend all operational deliverables, board cycle management, and executive support. Continued non-payment beyond 14 days constitutes a material breach of contract entitling immediate termination under Clause 6.3.

4.3 Standard Operating Hours

Standard operational hours are Monday through Friday, 9:00 AM to 5:00 PM (AEST). Service requests required outside standard operating hours or emergency turnaround requests will be evaluated and quoted as separate Out-of-Scope engagements prior to execution.

4.4 Advance Retainers, Onboarding Window & Prorated Refunds

For clients operating on monthly, quarterly, or annual advance billing structures, voluntary termination under Clause 2.5 entitles the Client to a prorated refund of unserviced full future months, calculated from the expiry of the mandatory thirty (30) day notice period, minus any incurred administrative offboarding fees.

If termination notice is issued by the Client within the first fourteen (14) days of initial service commencement (the Initial Onboarding Window), the Client will be refunded the advance payment minus a prorated fee for services delivered up to the official cancellation date, plus a standard 10% administrative offboarding fee (calculated against one month’s retainer fee) to cover digital infrastructure setup, system credential provisioning, and administrative offboarding.

5. CONFIDENTIALITY, INTELLECTUAL PROPERTY & CULTURAL ASSETS

5.1 Confidentiality Obligations

A.M.E Agency agrees to keep all proprietary client information, executive records, and commercial operations strictly confidential. Formal Non-Disclosure Agreements (NDAs) will be executed upon request.

5.2 Intellectual Property (IP) Ownership

Upon full settlement of all outstanding invoices, all customised operational assets, board documentation, and workflow materials produced specifically for the Client become the intellectual property of the Client. A.M.E Agency retains full ownership rights over its pre-existing templates, proprietary operational frameworks, and internal methodologies.

5.3 Promotional Reference & Indigenous Cultural IP (ICIP)

Unless restricted by an explicit NDA, A.M.E Agency retains the right to list the Client as a corporate partner in promotional collateral. A.M.E Agency strictly respects Indigenous Cultural and Intellectual Property (ICIP); all traditional knowledge, cultural assets, and community documentation provided by the Client remain the exclusive property of their traditional custodians.

5.4 Privacy & Data Security

A.M.E Agency complies with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs). All organisational, executive, and board data provided by the Client will be stored securely and processed exclusively for contract execution.

6. LIABILITY, INSURANCE & TERMINATION

6.1 Limitation of Liability

A.M.E Agency maintains standard Professional Indemnity and Public Liability insurance policies. To the maximum extent permitted by law, the cumulative liability of A.M.E Agency, its directors, employees, or contractors arising out of or in connection with this agreement is strictly capped at the total service fees paid by the Client to A.M.E Agency in the preceding single billing period.

6.2 Financial & System Authorisations

Where A.M.E Agency assists with financial preparation, invoicing, or bookkeeping workflows, the Client retains sole legal and statutory responsibility for verifying, authorising, and approving all financial disbursements, tax filings, and payroll processing.

6.3 Contract Termination

(a) Immediate Termination: A.M.E Agency reserves the right to terminate this agreement immediately without penalty in the event of serious default, non-payment exceeding 14 days, unlawful conduct, or breach of workplace safety regarding agency personnel.

(b) Voluntary Termination: Either party may terminate this agreement at any time without cause by providing thirty (30) days’ formal written notice.

(c) Termination for Material Breach: Either party may terminate this agreement immediately if a material breach is not remedied within seven (7) business days of receiving formal written notification.

7. FORCE MAJEURE & CULTURAL PROTOCOLS

7.1 Force Majeure & Cultural Safety

Neither party will be liable for delays or failure in performance resulting from events beyond reasonable control (including natural disasters, telecommunications failure, or severe regional disruptions). As a First Nations-owned business, A.M.E Agency observes cultural protocols, including Bereavement and Cultural Leave (Sorry Business). In such circumstances, formal notice will be provided and operational continuity will be managed appropriately.

GOVERNING LAW

This agreement is governed by and construed in accordance with the laws of Queensland, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Queensland.

Electronic Execution & Binding Acceptance: Acceptance of a proposal, digital signature via Wix Proposals or third-party electronic signing software, execution of an accompanying Service Agreement, or payment of an initial retainer invoice constitutes legally binding acceptance of these Terms and Conditions under the Electronic Transactions Act 1999 (Cth).

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