1. Introduction

These Terms of Service ("Terms") govern your access to and use of the services provided by The Shift Collective ("The Shift Collective", "we", "us", or "our"). By engaging our services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2. Services

2.1 Scope of Services

The Shift Collective provides professional HR advisory services and facilitated people development programs, including but not limited to:

HR strategy, policy development, and compliance advisory
Organisational design and workforce planning
Facilitated leadership and team development programs
Employee engagement and culture initiatives
Change management advisory and support
Coaching and individual development engagements

2.2 Service Delivery

Services are delivered under a separate Engagement Letter, Statement of Work, or Master Services Agreement ("Engagement Agreement") agreed between The Shift Collective and the Client. These Terms apply to all such engagements unless expressly varied in writing.

3. Client Obligations

To enable effective delivery of services, you agree to:

Provide accurate, complete, and timely information reasonably required by The Shift Collective
Ensure appropriate personnel are made available for consultations, workshops, and program participation
Obtain any necessary internal approvals and authorisations prior to engaging our services
Notify The Shift Collective promptly of any material changes to your organisational context that may affect service delivery
Comply with all applicable laws and regulations in connection with your use of our services

4. Fees and Payment

4.1 Fees

Fees for services are set out in the applicable Engagement Agreement. All fees are quoted in Australian Dollars (AUD) and are exclusive of Goods and Services Tax (GST) unless otherwise stated.

4.2 Invoicing

Invoices will be issued in accordance with the payment schedule set out in the Engagement Agreement. Unless otherwise agreed, payment is due within 14 days of the invoice date.

4.3 Late Payment

The Shift Collective reserves the right to charge interest on overdue amounts at the rate of 1.5% per month, compounding monthly, from the due date until the date of payment.

4.4 Expenses

Reasonable out-of-pocket expenses (including travel, accommodation, and materials) incurred in connection with service delivery will be invoiced at cost, unless a fixed fee arrangement has been agreed. Expenses above $500 per item will be pre-approved with the Client.

5. Intellectual Property

5.1 The Shift Collective Materials

All methodologies, frameworks, tools, templates, and pre-existing intellectual property used or developed by The Shift Collective in connection with service delivery ("The Shift Collective IP") remain the exclusive property of The Shift Collective. Nothing in these Terms transfers ownership of The Shift Collective IP to the Client.

5.2 Deliverables

Unless otherwise agreed in the Engagement Agreement, upon full payment of all fees, The Shift Collective grants the Client a non-exclusive, non-transferable licence to use deliverables created specifically for the Client for the Client's internal business purposes.

5.3 Client Materials

The Client retains ownership of all materials, data, and information provided to The Shift Collective. The Client grants The Shift Collective a limited licence to use such materials solely for the purpose of providing the services.

6. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the services ("Confidential Information"), and not to disclose such information to any third party without prior written consent, except:

As required by law, regulation, or court order
To professional advisers bound by equivalent confidentiality obligations
As expressly permitted under the Engagement Agreement

This obligation of confidentiality survives termination of the engagement for a period of three (3) years.

7. Limitation of Liability

7.1 General Limitation

To the maximum extent permitted by applicable law, The Shift Collective's total aggregate liability to the Client arising out of or in connection with these Terms or any Engagement Agreement shall not exceed the total fees paid by the Client to The Shift Collective in the three (3) months immediately preceding the event giving rise to the claim.

7.2 Exclusion of Consequential Loss

The Shift Collective shall not be liable for any indirect, special, incidental, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, or business interruption, however arising, even if The Shift Collective has been advised of the possibility of such damages.

7.3 Professional Advice

Our services constitute general HR advisory services. The Shift Collective's advice does not constitute legal advice. Clients are encouraged to seek independent legal counsel where required. The Shift Collective is not responsible for decisions made by the Client based on our advice.

8. Termination

8.1 Termination for Convenience

Either party may terminate an engagement by providing 30 days' written notice, unless a different notice period is specified in the Engagement Agreement.

8.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

Commits a material breach of these Terms that is not remedied within 14 days of receiving written notice of the breach
Becomes insolvent, enters voluntary administration, or is subject to any form of external administration

8.3 Consequences of Termination

Upon termination, the Client shall pay for all services rendered up to the termination date. Clauses relating to confidentiality, intellectual property, limitation of liability, and governing law survive termination.

9. Governing Law

These Terms are 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 courts of appeal therefrom.

10. Amendments

The Shift Collective may update these Terms from time to time. Updated Terms will be published on our website and notified to active clients. Continued engagement after notification constitutes acceptance of the revised Terms.

11. Contact

For questions regarding these Terms, please contact:

The Shift Collective

Email: hello@theshiftcollective.com.au