Last updated: 28 September 2026

1. About these Terms

1.1         These Terms and Conditions (Terms) apply to all services provided by Landara to a Client, including strategic audits and assessments, strategy development, planning and facilitation, workshops, implementation support, fractional Chief Strategy Officer services and advisory retainers (the Services).

1.2         The Client accepts these Terms by doing any of the following, whichever happens first: signing or accepting a Proposal; engaging Landara by email or verbally; paying an invoice; or attending a session or workshop.

1.3         If a Proposal and these Terms are inconsistent, the Proposal prevails to the extent of the inconsistency, but only where the Proposal expressly states that it varies these Terms.

1.4         Landara may update these Terms from time to time by publishing the updated version on its website. Updated Terms apply to Engagements that begin after the update. An existing Engagement continues on the Terms in force when it began, unless both parties agree otherwise in writing.

2. Definitions

2.1         "Landara", "we" and "us" means Landara Strategic, ABN 48 765 077 559.

2.2         "Client" or "you" means the person or organisation that engages Landara, and includes anyone who engages Landara on that person's or organisation's behalf.

2.3         "Proposal" means a proposal, quote, statement of work, engagement letter or email that describes an Engagement.

2.4         "Engagement" means the Services to be provided under a Proposal or other agreement to provide Services.

2.5         "Deliverables" means the reports, analyses, frameworks, plans, presentations and other materials that Landara provides to the Client as part of an Engagement.

2.6         "Fees" means the fees set out in the Proposal, together with any agreed variations.

2.7         "Confidential Information" means non-public information disclosed by one party to the other in connection with an Engagement that is marked confidential or that a reasonable person would understand to be confidential, including business plans, financial information, customer information and strategy.

2.8         "Business Day" means a day other than a Saturday, Sunday or public holiday in Victoria.

2.9         "ACL" means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

3. The Services

3.1         Unless Landara agrees otherwise in writing, every Engagement begins with a Strategic Audit.

3.2         The scope, Deliverables, timeframes and Fees for each Engagement are set out in the Proposal.

3.3         Landara will perform the Services with due care and skill and in a professional manner.

3.4         Any change to the scope of an Engagement must be agreed in writing (email is sufficient). Landara may adjust the Fees and timeframes to reflect the change.

3.5         Landara may engage subcontractors or associates to assist with the Services. Landara remains responsible for their work and will ensure they are bound by confidentiality obligations no less protective than those in these Terms.

3.6         Landara acts as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.

3.7         Any complimentary discovery session is offered without obligation. It does not create an advisory relationship, and Landara is not responsible for any decision the Client makes in reliance on discussions in that session. Information shared in a discovery session is treated as Confidential Information.

4. Nature and limits of the advice

4.1         The Services are general strategic business advisory services.

4.2         The Services are not legal, accounting, taxation, financial product, investment, insurance, employment or other regulated professional advice. Landara does not provide financial product advice and does not hold an Australian financial services licence. The Client should obtain independent professional advice on those matters.

4.3         Strategy involves judgement and assumptions about an uncertain future. Landara does not guarantee any particular outcome, including any level of revenue, profit, growth, cost saving or business performance.

4.4         The Client remains solely responsible for its business decisions and for implementing any recommendations. Landara relies on the information the Client provides and is not required to verify it independently.

4.5         Landara does not act as a director, officer or employee of the Client. Under fractional or advisory arrangements, Landara has no authority to bind the Client unless the Client expressly delegates that authority in writing.

5. Client responsibilities

5.1         The Client will:

(a)     provide accurate, complete and timely information, access and feedback that Landara reasonably requests;

(b)    nominate a person with authority to make decisions and give approvals;

(c)     attend agreed sessions and meetings; and

(d)    ensure it has the right to share any information (including personal information and third-party confidential information) that it provides to Landara.

5.2         If the Client delays providing information, access or approvals, Landara may adjust timeframes and may charge for additional time reasonably incurred as a result.

5.3         Each party will treat the other with courtesy and respect. Landara may suspend or end an Engagement if the Client, or anyone acting for the Client, engages in abusive, threatening or unlawful behaviour.

6. Fees and payment

6.1         Fees are stated exclusive of GST unless the Proposal says otherwise. Where GST applies, the Client will pay it in addition to the Fees on receipt of a valid tax invoice.

6.2         Unless the Proposal states otherwise: fixed-scope work such as a Strategic Audit is invoiced on completion; workshops and facilitation are invoiced on completion; and retainers and fractional services are invoiced monthly in advance.

6.3         The Client must pay each invoice within 14 days of the invoice date, unless the Proposal states otherwise.

6.4         If an invoice is not paid by its due date, the Client will pay interest on the overdue amount at 10% per annum, calculated daily from the due date until payment. Landara may suspend the Services on 7 days' written notice while an amount remains overdue. To the extent permitted by law, the Client will also pay the reasonable costs of recovering overdue amounts, including reasonable collection agency and legal costs.

6.5         If the Client disputes an invoice, it must notify Landara in writing within 7 days of receiving it, giving reasons, and must pay any undisputed portion by the due date. The parties will work in good faith to resolve the dispute.

6.6         Deposits and amounts paid in advance are credited against the Fees. They are not refundable except under the cancellation and termination provisions, the Satisfaction Guarantee, the ACL or as otherwise required by law.

6.7         Landara will invoice pre-approved, reasonable out-of-pocket expenses (such as venue hire, third-party tools and travel) at cost. Landara will obtain the Client's approval before incurring any expense above.

6.8         Fees for retainers and ongoing services may be reviewed once in any 12-month period. Landara will give at least 30 days' written notice of any increase, and the Client may end the arrangement before the increase takes effect.

7. Cancellation, rescheduling and termination

7.1         The Client may reschedule a session, meeting or workshop without charge by giving at least 3 Business Days' notice. If the Client gives less notice, Landara may charge a fee that reflects the time reserved and preparation already carried out, up to 100% of the fee for that session, unless Landara is able to reallocate the time.

7.2         The Client may cancel a fixed-scope Engagement by written notice. The Client will pay for Services performed up to the date of cancellation, plus any non-cancellable costs already committed, and Landara will refund any prepaid Fees that exceed that amount.

7.3         Retainer, fractional and advisory arrangements run for a minimum term of 3 months and then continue month to month. Either party may end them by giving 30 days' written notice after the minimum term.

7.4         Landara may end an Engagement immediately by written notice if: the Client fails to pay an overdue amount within 7 days of a written reminder; the Client commits a material breach that it does not remedy within 14 days of written notice; the Client becomes insolvent; or Landara reasonably believes that a conflict of interest, or a legal or ethical concern, prevents it from continuing.

7.5         The Client may end an Engagement by written notice if Landara commits a material breach that it does not remedy within 14 days of written notice.

7.6         On termination, the Client will pay all Fees for Services performed and approved expenses incurred up to the termination date. Landara will hand over Deliverables completed or in progress on payment of those amounts. Rights and obligations that have accrued, and provisions that are intended to survive, continue after termination.

8. Satisfaction Guarantee

8.1         Landara offers the following guarantee for each fixed-scope Deliverable (the Satisfaction Guarantee). If the Client is not satisfied with a Deliverable, the Client may notify Landara in writing within 7 days of receiving it, explaining the reasons.

8.2         Landara will work with the Client to address the concerns, which may include revising the Deliverable or holding an additional session at no extra charge.

8.3         If Landara and the Client have not resolved the concerns within 14 days of the notice, Landara will refund the Fees the Client paid for that Deliverable.

8.4         The Satisfaction Guarantee applies on these conditions (the client performance criteria):

(a)     the Client has paid all invoices that were due;

(b)    the Client provided the information and access Landara reasonably requested and attended the agreed sessions;

(c)     the Client gave notice within the 7-day period;

(d)    the refund is limited to the Fees paid for the Deliverable in question and does not include expenses, third-party costs, retainer fees or Services delivered after that Deliverable; and

(e)     the claim is made in good faith and is not based solely on the Client's decision not to implement the recommendations, or on outcomes affected by factors outside Landara's reasonable control.

8.5         The Satisfaction Guarantee is in addition to, and does not limit, the Client's rights under the ACL or any other law.

9. Australian Consumer Law

9.1         Nothing in these Terms excludes, restricts or modifies any right, remedy or guarantee that cannot be excluded, restricted or modified under the ACL or any other law.

9.2         To the extent the ACL permits, and where the Services are not of a kind ordinarily acquired for personal, domestic or household use, Landara's liability for a failure to comply with a consumer guarantee is limited, at Landara's option, to supplying the Services again or paying the cost of having them supplied again.

10. Limitation of liability

10.1       To the maximum extent permitted by law, Landara's total liability to the Client for all claims arising out of or in connection with an Engagement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the Fees paid by the Client for that Engagement in the 12 months before the claim arose / the amount recoverable under Landara's professional indemnity insurance, whichever is greater.

10.2       To the maximum extent permitted by law, Landara is not liable for any indirect or consequential loss, or for loss of profit, revenue, opportunity, goodwill, data or business interruption.

10.3       Clauses in this section do not limit liability for fraud or wilful misconduct, or any liability that cannot lawfully be limited. Landara's liability is reduced to the extent that the Client's acts or omissions contributed to the loss.

10.4       Landara maintains professional indemnity insurance and will provide a certificate of currency on request.

11. Confidentiality

11.1       Each party will keep the other party's Confidential Information confidential, use it only for the purposes of the Engagement, and disclose it only to its personnel, subcontractors and professional advisers who need to know it and who are bound to keep it confidential, or where the law requires.

11.2       These obligations do not apply to information that is or becomes public other than through a breach of these Terms, that the recipient already lawfully held, that the recipient independently developed, or that the recipient lawfully received from a third party.

11.3       These obligations continue for 5 years after the Engagement ends, or otherwise agreed within the Proposal, and for as long as the information remains a trade secret.

12. Intellectual property

12.1       Each party keeps ownership of the intellectual property it owned before the Engagement or develops independently of it.

12.2       Landara owns its methodologies, frameworks, models, templates, tools and know-how, including those used in or embedded in the Deliverables (Landara Materials).

12.3       Once the Client has paid all Fees due, Landara grants the Client a perpetual, non-exclusive, non-transferable licence to use, copy and adapt the Deliverables, including the Landara Materials within them, for the Client's own internal business purposes. The Client may not sell, publish or license the Landara Materials to third parties, or use them to build a competing advisory product, without Landara's written consent.

12.4       Materials the Client provides remain the Client's property. The Client grants Landara a licence to use them for the purposes of the Engagement.

12.5       Landara may use its general skills, knowledge and experience gained during an Engagement, other than the Client's Confidential Information, in other work.

13. Testimonials, case studies and publicity

13.1       Landara will not use the Client's name or logo, describe the Client as a client, or publish any case study about the Client without the Client's prior written consent. The Client may withdraw consent for future use by written notice.

13.2       If the Client gives a testimonial or review, the Client confirms that it is genuine, reflects the Client's own experience and is given voluntarily. Landara will publish it only as supplied or as approved by the Client, will not change its meaning, and will disclose any personal, family, business or financial relationship between Landara and the reviewer, and any incentive offered, where relevant.

14. Privacy and records

14.1       Landara handles personal information in accordance with the Privacy Act 1988 (Cth) and its Privacy Policy, available at landara.com.au/privacy.

14.2       If the Client discloses personal information about its employees, customers or other individuals, the Client is responsible for ensuring it is permitted to do so and has given any notices or obtained any consents the law requires. The Client will share only what is reasonably necessary and, where practicable, will de-identify it.

14.3       If Landara becomes aware of unauthorised access to, or loss of, personal information it holds for the Client that is likely to result in serious harm, it will notify the Client promptly.

14.4       Landara will keep records of the Engagement for the period required by law (currently 7 years for financial records). On written request, and subject to record-keeping obligations, Landara will return or securely destroy the Client's Confidential Information.

15. Conflicts of interest and independence

15.1       Landara may advise other clients, including competitors of the Client, provided it maintains each client's confidentiality.

15.2       If Landara becomes aware of an actual or potential conflict of interest, it will tell the Client promptly. If the conflict cannot be managed, Landara may withdraw from the Engagement under the termination provisions of these Terms.

16. Events beyond our control

16.1       Neither party is liable for a delay or failure to perform (other than a failure to pay) caused by an event beyond its reasonable control, including natural disaster, pandemic, government action, or failure of power or telecommunications. The affected party will tell the other promptly and take reasonable steps to resume performance.

16.2       Landara is a small practice. If the principal consultant is unable to provide the Services because of illness, injury or family emergency, Landara will reschedule the Services or agree an alternative with the Client. If the inability continues for more than 30 days, either party may end the Engagement, and Landara will refund any prepaid Fees for Services not yet delivered.

17. Dispute resolution

17.1       A party that believes a dispute has arisen must give the other party written notice describing it.

17.2       The parties will try in good faith to resolve the dispute by negotiation within 14 days of the notice.

17.3       If the dispute is not resolved, the parties will refer it to mediation with a mediator they agree on or, if they cannot agree within 7 days, one nominated by ACCC. The parties will share the mediator's costs equally and bear their own costs.

17.4       A party may start court proceedings only if the dispute is not resolved within 30 days of the request for mediation. This clause does not prevent a party from seeking urgent injunctive or interlocutory relief or from recovering an undisputed debt.

18. Notices

18.1       Notices under these Terms must be in writing and sent by email to the address given in the Proposal or, for Landara, to contact@landara.com.au. An email is taken to be received on the next Business Day after it is sent, unless the sender receives a delivery failure message.

19. General

19.1       These Terms, together with the Proposal, are the entire agreement between the parties about the Services and replace all earlier discussions and understandings, subject to any rights that cannot be excluded by law.

19.2       A variation of an Engagement must be in writing and agreed by both parties, except for updates that Landara makes under the first section of these Terms.

19.3       If a provision of these Terms is unenforceable, it is read down or severed to the minimum extent necessary and the rest of these Terms continues to apply.

19.4       A party does not waive a right by failing to exercise it, or by delaying in exercising it.

19.5       Neither party may assign its rights or obligations under these Terms without the other's written consent, which must not be unreasonably withheld.

19.6       The parties may accept and sign these Terms and any Proposal electronically.

19.7       These Terms are governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria and the Commonwealth courts sitting in Victoria.

20. Contact

Landara Strategic  |  ABN 48 765 077 559  |  Email: contact@landara.com.au  |  Business hours: Monday to Friday, 9am to 5pm (after hours by appointment)