Terms of Engagement

This page is a summary. It is not the contract. Paid work is governed by Somerset’s Standard Terms of Engagement together with a signed Engagement Schedule — see clause 4. Where this page and those signed documents differ, the signed documents prevail.

1 · About Somerset Business Advisory

1.1 Somerset Business Advisory (“Somerset”) provides business coaching, facilitation and training to owner-managed businesses in Australia.

1.2 Somerset Business Advisory is a registered business name. The entity currently trading under it is Jay Singh Ahluwalia, ABN 55 040 183 469, of T2A Nirimba Education Precinct, Warawara Cct, Quakers Hill NSW 2763. If that entity changes, this clause is updated and clause 13 applies.

1.3 Somerset personnel means the people who carry out Somerset’s work: its principal, and any employees, contractors, associate coaches, trainers and operational staff engaged by Somerset from time to time.

2 · Nothing here is an offer

2.1 The prices, programmes and descriptions on this site are an invitation to enquire, not an offer capable of acceptance. Submitting a form does not create a contract and does not oblige Somerset to take you on.

2.2 Somerset takes on a limited number of engagements and declines work regularly — because the fit is wrong, the timing is wrong, or the business already has what it needs. Declining is not a judgement about you.

2.3 Somerset may decline or disclose where a prospective client competes directly with a current one.

3 · The Healthcheck

A Healthcheck is a conversation. It is free, it carries no obligation on either side, and it is not an engagement.

4 · What governs the work

4.1 Paid work is governed by two documents, both signed before it starts: Somerset’s Standard Terms of Engagement, and an Engagement Schedule setting out the services, fees, dates and participants for your engagement. Together they form the contract. You will be given both to read before you sign anything.

4.2 Nothing said in a Healthcheck, an email, a webinar or on this page varies those documents. Variations are made in writing.

5 · What the work is, and is not

5.1 Somerset coaches the people who own, run or manage the business. It brings analysis, experience and a plain view; the client makes the decisions and owns them. Somerset will say what it sees and where it would start — withholding a view to stay neutral would waste what the client is paying for — but a view is a view, and the decision is the client’s.

5.2 Somerset does not act as your accountant, bookkeeper, tax agent, lawyer, financial adviser, mortgage broker, marketing agency or industrial relations adviser, does not hold itself out as any of them, and does not accept instructions in any of those capacities. The Website Disclaimer sets out what Somerset is not licensed or registered to provide, and applies to engagements as it does to this website.

5.3 Documents produced during an engagement — a baseline, an agreed standard, a record of what was decided — are instruments of the coaching. They are what progress is measured against. They are not advisory deliverables and should not be relied on as though they were.

6 · Somerset’s people

6.1 Your contract is with Somerset, not with an individual. Somerset allocates suitably qualified and briefed personnel to each engagement, and may change that allocation where it needs to.

6.2 Where the Engagement Schedule names a particular person for particular work, Somerset will provide that person for that work, or agree a substitute with you in writing before the work is done. Where the Schedule names nobody, no individual is guaranteed.

6.3 Somerset may engage employees, contractors, associate coaches, trainers and operational staff to carry out or support an engagement. Somerset remains responsible to you for the work, and for the acts and omissions of its personnel, as if it had done that work itself. Being told a contractor did it is not an answer Somerset will give you.

6.4 All Somerset personnel are bound in writing to confidentiality and to Somerset’s privacy obligations before they are given access to client information, and those obligations continue after they stop working with Somerset. See the Privacy Policy, clause 7.

6.5 Non-solicitation. During an engagement and for 12 months after it ends, the client will not directly engage, or attempt to engage, any Somerset person who worked on that engagement to provide the same or similar services outside Somerset, without Somerset’s written agreement. This does not prevent the client responding to a general advertisement, and does not apply to a person who has not worked on the client’s engagement.

7 · What is asked of the client

7.1 The work runs on what the client provides. Somerset relies on the information and documents given to it being accurate, complete and current, and does not audit or independently verify them.

7.2 If the information is wrong or incomplete, the findings drawn from it will be too, and that is not a risk Somerset can carry.

7.3 Attendance, preparation and doing the agreed work between sessions are conditions of the engagement, not extras.

7.4 Where Somerset works with the client’s staff, the client is responsible for arranging their participation and for obtaining any consents that participation requires.

8 · Fees

8.1 Fees are quoted in Australian dollars and set out in the Engagement Schedule, exclusive of GST unless the Schedule says otherwise. GST is added and shown separately where it applies.

8.2 Payment terms, instalments, pause points, the Diagnostic credit and what happens on cancellation or termination are set out in the Standard Terms of Engagement and the Schedule. They are on the table before signing, not disclosed afterwards.

9 · Confidentiality

9.1 Confidentiality runs both ways and survives the end of an engagement. What Somerset sees inside a client’s business stays inside it, subject only to a legal obligation to disclose or to information already public. Clause 6.4 binds Somerset personnel to the same standard.

9.2 Somerset may say publicly that a business is a client, and may describe an engagement in a case study or testimonial, only with that client’s agreement to the specific wording. Consent to future use may be withdrawn at any time; material already published may remain in circulation.

10 · Intellectual property in engagement materials

10.1 Somerset’s frameworks, methods, templates, workbooks and training materials remain Somerset’s property. The client is licensed to use them within its own business for as long as it wishes, and may not sell them, publish them, or use them to deliver services to anyone else.

10.2 Records of the client’s own business — its figures, its decisions, the baseline and standards agreed for it — belong to the client.

11 · Personal information

Personal information collected during an engagement is handled under the Privacy Policy. Where an engagement involves profiling or questionnaires completed by the client’s staff, clause 6 of that policy sets the protocol, and it is not varied informally.

12 · If something goes wrong

Tell Somerset first, in writing, and give it a fair chance to fix it. You will get an acknowledgement within 5 business days. If it cannot be resolved between the parties, the dispute resolution clause in the Standard Terms of Engagement sets out what happens next, and neither party starts proceedings before that process has been followed — except where urgent relief is genuinely needed.

13 · Change of entity

13.1 Somerset may assign or novate an engagement to a related or successor entity — including a company incorporated to carry on the Somerset Business Advisory business — on written notice to the client.

13.2 On such a transfer the successor assumes Somerset’s obligations under the engagement in full. The terms, the fees and the scope do not change, and the client is not asked to accept anything less than what was agreed.

13.3 The client may not assign its engagement without Somerset’s written agreement, which will not be unreasonably withheld.

14 · Governing law

This page and any engagement are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts that hear appeals from them.

15 · Australian Consumer Law

Nothing on this page or in Somerset’s Standard Terms of Engagement excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law or any other law that cannot lawfully be excluded.

16 · Contact

Somerset Business Advisory
T2A Nirimba Education Precinct, Warawara Cct, Quakers Hill NSW 2763
jay@somersetbusinessadvisory.com.au

Related: Privacy Policy · Website Terms of Use · Website Disclaimer.