Terms of Service

1. About These Terms

These Terms of Service (Terms) govern your access to and use of the Eureka Procurement website located at eurekaprocurement.com.au and any services provided by Eureka Procurement (we, us, our).

By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use our website or services.

These Terms should be read in conjunction with our Privacy Policy, which is incorporated by reference. Where a separate Services Agreement or Statement of Work is executed between the parties, that agreement will govern the specific engagement and will prevail over these Terms to the extent of any inconsistency.

2. Our Services

Eureka Procurement is an Australian procurement consultancy providing a range of services to businesses, including:

• Procurement strategy, category management, and sourcing advisory
• Supplier identification, tendering, and negotiation support
• Contract review, drafting, and commercial risk assessment
• Savings identification, quantification, and verification
• Procurement process improvement and policy development

The specific scope, deliverables, timeline, and fee structure for any engagement will be agreed in writing via a Services Agreement or Statement of Work prior to commencement.

3. Fees and Payment

3.1 Fee Models

Eureka Procurement offers the following fee structures, as agreed in the relevant Services Agreement:

• Success-Based Fee: A fee calculated as a percentage of verified first-year savings achieved as a direct result of our services. The applicable percentage and verification methodology will be specified in the Services Agreement.
• Fixed Fee: A set fee for a defined scope of work, payable as specified in the Services Agreement.
• Time and Materials: Fees calculated on the basis of hours worked at agreed rates, plus any approved disbursements.

3.2 Invoicing and Payment

Invoices will be issued in accordance with the payment schedule set out in the applicable Services Agreement. Unless otherwise agreed, payment is due within 7 days of the invoice date.

All fees are quoted in Australian dollars and are exclusive of GST unless otherwise stated. GST will be added where applicable in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Late payments may attract interest at the rate of 4% per annum above the Reserve Bank of Australia cash rate, calculated daily from the due date until the date of payment.

3.3 Disputed Invoices

If you dispute an invoice, you must notify us in writing within 7 days of the invoice date, setting out the basis for the dispute. Undisputed portions of an invoice remain payable by the due date.

4. Confidentiality

Each party acknowledges that in the course of an engagement, it may receive confidential information belonging to the other party. Each party agrees to:

• Keep all confidential information strictly confidential and not disclose it to any third party without prior written consent
• Use confidential information solely for the purposes of the engagement
• Apply at least the same degree of care to protecting the other party's confidential information as it applies to its own confidential information of a similar nature

These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party at the time of disclosure, or is required to be disclosed by law or regulatory authority.

Where a separate Non-Disclosure Agreement (NDA) has been executed between the parties, that agreement will govern confidentiality obligations and will prevail over this clause to the extent of any inconsistency.

5. Intellectual Property

5.1 Our IP

All intellectual property rights in our website, content, methodologies, tools, templates, and materials developed by Eureka Procurement (whether before or during an engagement) remain the exclusive property of LJDAN Pty Ltd. Nothing in these Terms or any Services Agreement transfers ownership of our IP to you.

5.2 Deliverables

Unless otherwise agreed in writing, upon full payment of all fees, we grant you a non-exclusive, non-transferable licence to use deliverables produced specifically for your engagement for your internal business purposes.

5.3 Your Materials

You retain all intellectual property rights in materials, data, and information you provide to us. You grant us a limited licence to use those materials solely for the purpose of delivering the agreed services.

6. Warranties and Representations

You represent and warrant that:

• You have the legal authority to enter into these Terms and any associated Services Agreement
• Any information you provide to us is accurate, complete, and not misleading
• Your use of our website and services complies with all applicable laws and regulations

We represent and warrant that:

• We will perform services with reasonable care, skill, and diligence
• We have the qualifications, expertise, and resources necessary to deliver the agreed scope
• We will comply with all applicable Australian laws in the performance of our services

7. Limitation of Liability

To the maximum extent permitted by law:

• Our total liability to you for any claim arising out of or in connection with these Terms or any Services Agreement is limited to the total fees paid by you to us in the three months preceding the event giving rise to the claim
• We are not liable for any indirect, incidental, special, consequential, or punitive loss or damage, including loss of profits, loss of revenue, loss of data, or loss of business opportunity, even if we have been advised of the possibility of such loss

Nothing in these Terms limits or excludes liability that cannot be excluded under the Australian Consumer Law or any other applicable law, including liability for personal injury caused by our negligence.

Where our services constitute the supply of services to a consumer under the Australian Consumer Law, you may be entitled to consumer guarantees that cannot be excluded. Nothing in these Terms is intended to exclude those guarantees.

8. Indemnity

You agree to indemnify, defend, and hold harmless Eureka Procurement, and its officers, employees, and contractors from and against any claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your breach of these Terms or any Services Agreement
• Your use of our website or services in a manner not authorised by these Terms
• Any inaccurate or misleading information you provide to us
• Any infringement of a third party's rights arising from materials or instructions you provide to us

9. Website Use

9.1 Acceptable Use

You may use our website for lawful purposes only. You must not:

• Use the website in any way that violates applicable laws or regulations
• Transmit any unsolicited or unauthorised advertising or promotional material
• Attempt to gain unauthorised access to any part of our website or its underlying systems
• Introduce viruses, malware, or other harmful or disruptive code
• Reproduce, duplicate, copy, or exploit any portion of the website without our express written permission

9.2 Website Availability

We endeavour to keep our website available and functioning, but we do not guarantee uninterrupted or error-free access. We may suspend, withdraw, or restrict access to the website at any time without notice for operational or maintenance reasons.

9.3 Third-Party Links

Our website may contain links to third-party websites. These links are provided for convenience only. We do not endorse, control, or accept responsibility for the content, privacy practices, or availability of any linked website.

10. Termination

Either party may terminate a Services Agreement in accordance with the termination provisions set out in that agreement. In the absence of specific provisions, either party may terminate an engagement by providing 60 days written notice to the other party.

We may suspend or terminate your access to our website immediately and without notice if we reasonably believe you have breached these Terms or applicable law.

Upon termination of an engagement, you must pay all outstanding fees for services rendered up to the date of termination. Termination does not affect any accrued rights or obligations of either party.

11. Dispute Resolution

If a dispute arises in connection with these Terms or any Services Agreement, the parties agree to attempt to resolve the dispute through good faith negotiation before commencing formal proceedings.

If the dispute is not resolved within 20 business days of written notice from one party to the other, either party may refer the dispute to mediation administered by a mutually agreed mediator, or in the absence of agreement, by the Resolution Institute or a similar body.

Nothing in this clause prevents a party from seeking urgent injunctive or declaratory relief from a court of competent jurisdiction.

12. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia for the resolution of any dispute arising under or in connection with these Terms.

13. General

13.1 Entire Agreement

These Terms, together with our Privacy Policy and any executed Services Agreement or Statement of Work, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior representations, negotiations, and understandings.

13.2 Severability

If any provision of these Terms is found to be invalid, unenforceable, or illegal, that provision will be severed from the Terms, and the remainder will continue in full force and effect.

13.3 Waiver

A failure or delay by either party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy.

13.4 Variation

We may update these Terms from time to time. The current version will always be published on our website. Continued use of our website or services following any update constitutes your acceptance of the revised Terms.

13.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a related body corporate or in connection with a sale or transfer of our business.

14. Contact Us

For any questions about these Terms, please contact:

Eureka Procurement

Email: hello@eurekaprocurement.com.au

Website: eurekaprocurement.com.au