Terms of Business

Effective Date: 31 July 2025
Last Updated: 31 July 2025

1. About These Terms

These Terms of Business govern the provision of services by LBH Partners Pty Ltd ( "LBH Partners", "we", "us", or "our") to our clients ( "you" or "Client").
By engaging our services, you agree to be bound by these Terms of Business.

2. Our Services

LBH Partners provides:

  • Technology Advisory: Strategic technology guidance, M&A due diligence, digital transformation consulting
  • Enterprise AI: AI strategy, implementation, and integration services through our Sprnt AI platform
  • Digital Innovation: Custom software development, emerging technology solutions, creative partnerships

Services are provided under separate written agreements that supplement these Terms of Business.

3. Service Delivery

3.1 Professional Standards

We provide services with the skill, care, and diligence reasonably expected of experienced technology consultants in Australia.

3.2 Client Cooperation

Effective service delivery requires your cooperation, including:

  • Providing timely access to relevant information, systems, and personnel
  • Designating appropriate client representatives with decision-making authority
  • Providing feedback and approvals within agreed timeframes

3.3 Third-Party Dependencies

Some services may depend on third-party systems, platforms, or providers. We are not responsible for third-party performance, availability, or changes to their services.

4. Fees and Payment

4.1 Fee Structure

Our fees are based on:

  • Time and Materials: Daily or hourly rates for consulting services
  • Fixed Price: Agreed project costs for defined deliverables
  • Retainer: Ongoing advisory services for a monthly fee

4.2 Payment Terms

  • Invoices are payable within 30 days of issue
  • Late payments may incur interest at 1.5% per month
  • Travel and other reasonable expenses are charged at cost
  • All fees are quoted in Australian Dollars (AUD) and include GST where applicable

4.3 Disputed Invoices

If you dispute an invoice, you must notify us in writing within 14 days, specifying the disputed amount and reasons.

5. Intellectual Property

5.1 Pre-Existing IP

Each party retains ownership of their pre-existing intellectual property.

5.2 Project IP

Unless otherwise agreed in writing:

  • Deliverables: You own the final deliverables created specifically for your project
  • Methodologies: We retain ownership of our methodologies, frameworks, and know-how
  • Third-Party IP: Third-party intellectual property remains with its respective owners

5.3 Sprnt AI Platform

Access to Sprnt AI platform services is subject to separate licensing terms.

6. Confidentiality

6.1 Mutual Obligations

Both parties will:

  • Keep confidential information strictly confidential
  • Use confidential information only for the purpose of the engagement
  • Return or destroy confidential information upon request

6.2 Exceptions

Confidentiality obligations do not apply to information that:

  • Is publicly available through no breach of these terms
  • Is independently developed without use of confidential information
  • Must be disclosed under law or court order

7. Limitation of Liability

7.1 Maximum Liability

Our total liability for any claim is limited to the fees paid by you for the specific services that gave rise to the claim.

7.2 Excluded Damages

We are not liable for:

  • Indirect, consequential, or special damages
  • Loss of profits, revenue, or business opportunities
  • Loss of data or information (beyond reasonable recovery efforts)

7.3 Professional Indemnity

We maintain professional indemnity insurance appropriate to our business.

8. Data Protection and Privacy

We handle personal information in accordance with our Privacy Policy and Australian privacy law. For detailed information, please refer to our Privacy Policy.

9. Termination

9.1 Termination Rights

Either party may terminate an engagement:

  • For Convenience: With 30 days written notice
  • For Breach: Immediately if the other party materially breaches these terms
  • For Insolvency: If the other party becomes insolvent or enters administration

9.2 Effect of Termination

Upon termination:

  • You must pay for all services provided to the termination date
  • Both parties must return confidential information
  • Provisions regarding IP, confidentiality, and limitation of liability survive

10. Force Majeure

Neither party is liable for delays or failure to perform due to circumstances beyond reasonable control, including natural disasters, government actions, or other force majeure events.

11. Governing Law

These Terms of Business are governed by the laws of New South Wales, Australia. Any disputes are subject to the exclusive jurisdiction of the courts of New South Wales.

12. General Provisions

12.1 Entire Agreement

These Terms of Business, together with any written service agreements, constitute the entire agreement between the parties.

12.2 Amendments

Changes to these terms must be in writing and signed by both parties.

12.3 Severability

If any provision is found to be unenforceable, the remaining provisions continue in full force.

12.4 Subcontracting

We may engage subcontractors to perform services, provided they are bound by similar confidentiality and professional obligations.

13. Contact Information

For questions about these Terms of Business, please contact us:
LBH Partners Pty Ltd
Level 1, 54 Foveaux Street
Surry Hills NSW 2010
Australia
Email: legal@lbhpartners.com
Phone: +61 2 9188 0839

14. Professional Standards and Ethics

We adhere to the highest professional standards and ethical practices in the delivery of our services, including:

  • Maintaining independence and objectivity in our advice
  • Acting in the best interests of our clients within the scope of our engagement
  • Continuous professional development and industry knowledge updates
  • Compliance with relevant industry standards and regulations

These Terms of Business supplement and do not replace specific written agreements for individual projects or engagements.