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Legal Framework

Terms of Engagement

Last updated: 4 June 2026 | Groom Advisory (Vital Verde Pty Ltd)

These Terms of Engagement (the Terms) govern the professional services provided by Vital Verde Pty Ltd (ABN 15 670 579 058) trading as Groom Advisory (we, us or our) to you (the Client or you).

The specific services, deliverables, fees, and timelines for any particular project will be outlined in a separate, mutually agreed Proposal or Statement of Work (the SOW). These Terms are incorporated into and form part of each SOW.

1. Scope of Engagement

We provide boutique consulting, advisory, and implementation support for RTOs, education businesses and related operating entities, including the following areas:

  • Commercial Performance and Operating Readiness: Financial leadership, revenue and expense optimisation, financial modelling, cash-flow planning, management dashboards, workforce and operating-model design, governance and transaction preparation.
  • RTO, Funding and Systems Advisory: Audit-readiness frameworks, grant and funding strategy support, funding control processes, systems modernisation, outsourcing design, workflow automation and responsible AI implementation.

2. Client Obligations

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

  • Provide timely, accurate, and complete access to all necessary financial records, business data, operational systems, and personnel.
  • Designate a primary point of contact with the authority to make decisions and approve deliverables.
  • Ensure that all software licenses, API access keys, and system permissions required for AI integrations are provisioned and maintained.
  • Promptly notify us of any material changes in your business operations, financial position, or strategic objectives that may impact our work.

We rely on the information you provide without independent verification. We are not responsible for any delays, errors, or losses resulting from inaccurate, incomplete, or delayed information provided by you or your representatives.

3. Fees, Billing, and Payments

3.1 Fee Structure

Our fees may be structured as monthly retainers, fixed project fees, or hourly rates, as specified in the relevant SOW. All prices are in Australian Dollars (AUD) and are exclusive of GST unless stated otherwise.

3.2 Payment Schedule

  • Monthly Retainers: Retainers are billed monthly in advance on the 1st day of each month.
  • Project Fees: Fixed project fees are billed according to the milestone schedule outlined in the SOW.
  • Failed Payments: If a payment fails, we reserve the right to suspend services. If a failed payment or outstanding invoice is not resolved within 28 days of the due date, we may terminate the engagement immediately.

3.3 Out-of-Pocket Expenses

You agree to reimburse us for reasonable, pre-approved out-of-pocket expenses (such as travel, third-party software licenses, or API usage costs) incurred directly in connection with delivering the services.

4. Intellectual Property (IP)

4.1 Pre-Existing IP

Each party retains ownership of all intellectual property, methodologies, software, templates, and materials owned or developed prior to or independently of this engagement (the Pre-Existing IP).

4.2 Deliverables

Upon full payment of all outstanding invoices, we grant you a perpetual, worldwide, non-exclusive, non-transferable, royalty-free license to use, modify, and reproduce the specific deliverables (such as custom financial models, reports, and configured AI workflows) created for you under an SOW for your internal business purposes.

4.3 Custom Code & AI Models

Unless explicitly agreed otherwise in writing in an SOW, any custom code, software integrations, or custom-trained AI model architectures developed during the engagement remain the property of Groom Advisory, and are licensed to you under the terms of Section 4.2.

5. Confidentiality and Data Security

Both parties agree to keep strictly confidential all non-public, proprietary, financial, commercial, or technological information disclosed by the other party during the course of the engagement.

When implementing AI systems, we take reasonable steps to ensure that your proprietary business data is not used to train public AI models. We prioritize secure, private API integrations and enterprise-grade security protocols. However, you acknowledge that third-party AI platform providers (such as OpenAI, Microsoft, or Anthropic) operate under their own terms of service and data privacy policies.

6. Term, Termination, and Notice

  • Termination for Convenience: Either party may terminate an ongoing retainer or project engagement for convenience by providing at least 14 days' written notice to the other party.
  • Termination for Cause: Either party may terminate this engagement immediately if the other party commits a material breach and fails to remedy it within 14 days, or becomes insolvent.
  • Financial Settlement: Upon termination, you must pay all outstanding fees for work performed up to the effective date. For monthly retainers terminated mid-month, you will be refunded or credited for any unused, pre-paid portion of that month on a pro-rata basis, subject to a minimum notice period of 14 days.

7. Limitation of Liability and Disclaimers

7.1 No Guarantee of Financial Outcomes

While we deliver senior, institutional-grade financial strategy, you acknowledge that business growth, fundraising, and transaction outcomes depend on numerous market factors beyond our control. We do not guarantee specific financial results, investment closures, or operational cost savings.

7.2 AI System Limitations

AI systems, automations, and large language models are powerful efficiency engines, but they are subject to inherent limitations, including potential inaccuracies (“hallucinations”) or system downtime. You are responsible for final human oversight and verification of any AI-generated outputs, financial models, or customer-facing communications before they are relied upon.

7.3 Limitation of Liability

To the maximum extent permitted by law, our total liability to you for any loss, damage, claim, or expense arising out of or in connection with our services is strictly limited to the total fees paid by you to us under the specific SOW to which the claim relates in the 3 months preceding the event giving rise to the liability.

8. Governing Law and Dispute Resolution

These Terms and any SOW are governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland.

Before commencing legal proceedings, both parties agree to attempt to resolve any dispute in good faith through direct executive negotiations. If the dispute cannot be resolved within 30 days, either party may request that the matter be referred to mediation in Brisbane, Queensland, before an independent mediator agreed by the parties.

9. Contact Information

Post

PO Box 24, Wavell Heights North, QLD, 4012

© 2026 Groom Advisory. All rights reserved.

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