Terms of Service

1. About these terms

These Terms of Service (“Terms”) govern the supply of services by Gullway Pty Ltd (ABN 92 701 365 835) (“Gullway”, “we”, “us” or “our”) to you (“Client” or “you”). By engaging us, accepting a written quote, or continuing to use our services after receiving notice of these Terms, you agree to be bound by them. These Terms apply together with, and subject to, any written engagement agreement or proposal we issue to you. If there is any inconsistency, the terms of the signed engagement agreement will prevail to the extent of the inconsistency.

2. Our services

Gullway Pty Ltd provides diversified professional services from Perth, Western Australia, including advisory, consulting, administrative, and project support services. The specific services we will provide to you, together with any deliverables, timeframes, assumptions, and exclusions, will be set out in the written proposal, quote, or engagement letter we provide to you before commencing work. We will perform our services with reasonable care and skill and in accordance with generally accepted professional standards.

3. Quotes, fees and payment

• All quotes are valid for 30 days from the date of issue unless otherwise stated in writing.
• Fees are quoted in Australian dollars (AUD) and are exclusive of GST unless expressly stated otherwise. GST is payable in addition to our fees where applicable.
• We may require a deposit or upfront payment before commencing work. Any such requirement will be stated in the relevant quote or engagement letter.
• Invoices are payable within 14 days of the invoice date unless another payment period is agreed in writing.
• If an invoice remains unpaid beyond the agreed payment period, we may suspend work, charge interest on overdue amounts at a reasonable rate, and recover reasonable costs of debt recovery.
• If the scope of work changes, we will provide a revised quote or written variation for your approval before additional fees are incurred.

4. Client responsibilities

To enable us to provide our services effectively, you agree to:

• provide accurate, complete, and timely information, records, and access as reasonably required;
• respond to our requests and provide feedback within reasonable timeframes;
• ensure that any information or materials you supply to us do not infringe the rights of any third party; and
• obtain any consents, licences, or approvals required for us to perform the services.

Delays caused by incomplete information or slow responses may affect timeframes and, where time-based fees apply, may result in additional charges.

5. Timelines and delays

Any dates or timeframes we provide are estimates only and are given in good faith. Time is not of the essence unless expressly agreed in writing. We will not be liable for delays caused by circumstances beyond our reasonable control, including illness, equipment failure, supply chain disruption, natural events, industrial action, or changes to law or government direction.

6. Intellectual property

We retain all intellectual property rights in our pre-existing materials, methodologies, templates, tools, and know-how. Upon full payment of all amounts owing for the relevant services, you are granted a perpetual, non-exclusive, royalty-free licence to use the final deliverables prepared specifically for you for your own business purposes. You retain ownership of materials you supply to us. Neither party may use the other’s name, logo, or branding without prior written consent, except that we may refer to you as a client in general terms unless you ask us not to.

7. Confidentiality and privacy

Each party will keep confidential all non-public information received from the other party in connection with the services, and will only use that information for the purpose of performing or receiving the services. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law. We handle personal information in accordance with our Privacy Policy and the Privacy Act 1988 (Cth).

8. Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any rights you may have under the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), or any other applicable legislation, including statutory consumer guarantees. Our services come with guarantees that cannot be excluded under the Australian Consumer Law. To the extent permitted by law, our liability for a failure to comply with a consumer guarantee is limited, at our option, to supplying the services again or paying the cost of having the services supplied again.

9. Limitation of liability

To the maximum extent permitted by law, and subject to clause 8:

• we are not liable for indirect, incidental, special, or consequential loss, including loss of profit, revenue, goodwill, or data;
• our total aggregate liability arising out of or in connection with the services is limited to the total fees paid by you for the services giving rise to the claim;
• any advice, deliverables, or outputs are provided for your internal business purposes and are based on the information you supply to us; we are not responsible for outcomes resulting from inaccurate or incomplete information provided by you; and
• we do not provide financial product advice, legal advice, or taxation advice unless expressly agreed in writing in a signed engagement agreement.

10. Third-party services

Where our services involve third-party providers, software, or platforms, those items are supplied subject to the relevant third party’s own terms and conditions. We are not responsible for the acts, omissions, availability, or pricing of third-party providers, although we will take reasonable care in selecting and coordinating them on your behalf.

11. Suspension and termination

Either party may terminate an engagement by giving 14 days’ written notice, unless a signed engagement agreement provides otherwise. We may suspend or terminate services immediately if you fail to pay an invoice by its due date, breach these Terms and do not remedy the breach within 7 days of written notice, or if continuation would be unlawful. On termination, you must pay for all services performed and expenses reasonably incurred up to the termination date. Prepaid fees for work not yet performed may be refunded at our discretion, less any costs incurred.

12. Dispute resolution

If a dispute arises, both parties agree to first attempt to resolve the matter in good faith through direct discussion. If the dispute is not resolved within 30 days, the parties may agree in writing to mediation before commencing court proceedings, except where urgent injunctive relief is required. Nothing in this clause prevents either party from exercising its rights under the Australian Consumer Law.

13. General

• Independent contractor: we are an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
• Assignment: you may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights in connection with a restructure or sale of our business on notice to you.
• Notices: notices under these Terms must be in writing and sent to the email addresses last notified by each party.
• Severability: if any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force.
• Waiver: a failure or delay by a party to exercise a right does not operate as a waiver of that right.
• Entire agreement: these Terms, together with any signed engagement agreement or accepted quote, constitute the entire agreement between the parties in relation to the services.

14. Amendments

We may update these Terms from time to time. The current version will always be published on this page with the date of last update shown above. Changes apply to engagements commencing after publication. Where an engagement has already commenced, the version of these Terms in effect at the time of the accepted quote or signed engagement will continue to apply to that engagement unless a change is required by law.

15. Governing law

These Terms are governed by the laws of Western Australia and the Commonwealth of Australia. The parties submit to the jurisdiction of the courts of Western Australia and any courts competent to hear appeals from those courts.

16. Contact us

If you have any questions about these Terms, or wish to give notice under them, please contact us:

• Email: ceo@gullway.site
• Entity: Gullway Pty Ltd (ABN 92 701 365 835)
• Location: Perth, Western Australia

For information about how we collect and handle personal information, please read our Privacy Policy.