Consulting Terms and Conditions

Kate Russell (ABN 89887368531) trading as humain advisory

Version 4 August 2026

1. About these Terms

1.1 These terms and conditions (Terms) govern the supply of consulting, advisory, training, diagnostic and related services by Kate Russell (ABN 89887368531) trading as humain advisory (humain advisory, we, us) to the client identified in a Proposal (Client, you).

1.2 A binding agreement comprising the Proposal and these Terms (together, the Agreement) is formed when the Client first: (a) signs or otherwise accepts a Proposal; (b) pays a deposit or any Fees; or (c) instructs humain advisory to commence the Services.

1.3 If there is any inconsistency between a Proposal and these Terms, the Proposal prevails to the extent of the inconsistency.

1.4 These Terms apply to the exclusion of any terms proposed by the Client (including any terms attached to a purchase order), unless humain advisory expressly agrees to them in writing.

1.5 Each Proposal, together with these Terms, forms a separate Agreement for a single Engagement. Where the Client has more than one Proposal on foot, each Proposal is a separate Agreement and a separate Engagement, and the limit on humain advisory’s liability in clause 13.3 applies separately to each.

2. Definitions

In these Terms:

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

Background IP means intellectual property owned by or licensed to a party that exists before the Agreement or is developed independently of it, and in the case of humain advisory includes the humain advisory Compass, its methodologies, frameworks, models, diagnostic structures, templates, training and session materials, and all improvements to them.

Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales.

Client Data means data and information provided by or on behalf of the Client in connection with the Services, including diagnostic and questionnaire responses.

Confidential Information means information disclosed by one party to the other that is by its nature confidential or is identified as confidential, but excludes information that is or becomes public other than through a breach of the Agreement, is independently developed, or was lawfully known to the recipient before disclosure.

Deliverables means the written summaries, reports, frameworks, principles, plans and other materials delivered to the Client under the Agreement.

Engagement means the program, tier or body of work described in a Proposal, which may be delivered over several months and may include an initial workshop together with subsequent one-to-one or staged work.

Fees means the fees stated in the Proposal, together with any amounts payable under these Terms.

Personnel means a party’s employees, contractors, subcontractors and agents.

Proposal means a proposal, quote, statement of work or engagement email issued by humain advisory describing the Services and Fees.

Services means the services described in the Proposal, including Sessions, diagnostics, research, preparation and Deliverables.

Session means an advisory, training or facilitated session (whether in person or remote) scheduled under an Engagement.

Session Fee means the portion of the Fees attributable to a Session as stated in the Proposal or, if not stated, the Fees for the Engagement divided by the number of Sessions in it.

Stewardship Services means ongoing support services supplied under clause 17.

Third-Party Platform means any product or service supplied by a third party and used in connection with delivering the Services, such as scheduling, video-conferencing, diagnostic, survey or document-sharing tools.

3. The Services

3.1 humain advisory will supply the Services described in the Proposal with due care and skill and in a professional manner.

3.2 The Services are supplied in the stages and Sessions described in the Proposal. Any dates or timeframes are estimates only and depend on the Client meeting its obligations under clause 5.

3.3 Changes to the scope of the Services must be agreed in writing and may result in an adjustment to the Fees and timeframes.

3.4 Where a Proposal states an indicative or “from” price (including for the Premium tier), humain advisory will not commence the relevant Services until the scope and a fixed fee (or agreed fee basis) have been confirmed in writing by both parties.

4. Nature of the Services: advisory only

4.1 The Services are advisory, educational and facilitative in nature.

4.2 humain advisory does not:

(a) implement, configure, deploy, integrate or operate AI systems, software or technology;

(b) recommend, endorse, select or procure specific tools, vendors, platforms or products; or

(c) provide legal, regulatory, compliance, privacy, cyber security, employment, tax, accounting or financial product advice.

4.3 The Deliverables are inputs into the Client’s own decision-making. They are prepared using information provided by the Client and reflect circumstances, technology and regulatory settings at the time of delivery, all of which may change.

4.4 The Client is solely responsible for all decisions regarding the selection, procurement, configuration, deployment and use of AI tools and systems, and for obtaining its own legal, compliance, security and technical advice before acting on any Deliverable.

4.5 The Client must not represent to any person that a Deliverable constitutes legal or regulatory advice or compliance, or that humain advisory has approved, certified or endorsed any tool, vendor or deployment.

4.6 humain advisory does not guarantee any particular business outcome, including levels of AI adoption, productivity gains, cost savings or cultural change, which depend on factors outside humain advisory’s control.

4.7 The Deliverables and the Services are provided for the Client’s own use and benefit only. No person other than the Client may rely on any Deliverable or on any advice given under the Agreement, and humain advisory owes no duty of care to, and accepts no liability to, any person other than the Client.

5. Client obligations

5.1 The Client must, at its cost:

(a) ensure the participation of its leadership team and relevant Personnel in Sessions, diagnostics and questionnaires within the timeframes reasonably requested;

(b) provide accurate, complete and timely information reasonably required for the Services;

(c) provide decisions, approvals and feedback promptly;

(d) for in-person Sessions, provide a suitable and safe venue and facilities; and

(e) comply with its privacy and consent obligations under clause 11.

5.2 humain advisory is not responsible for delays, additional costs or diminished outcomes to the extent caused by the Client’s failure to meet its obligations. Despite any such failure, the Client remains liable for Fees to the extent the Services have been performed or humain advisory has reserved time or incurred or committed cost, and humain advisory may recover reasonable additional costs caused by Client delay.

5.3 If an Engagement is delayed by more than three months due to the Client, humain advisory may re-quote the remaining Services or terminate the remainder of the Engagement by notice, in which case Fees for Services performed (and amounts payable under clause 7) remain payable.

6. Fees, invoicing and payment

6.1 The Client must pay the Fees stated in the Proposal. Unless stated otherwise, Fees are in Australian dollars and exclusive of GST, which is payable in addition on receipt of a valid tax invoice.

6.2 Unless the Proposal states otherwise: (a) for single-Session Engagements, 50% of the Fees are payable on acceptance of the Proposal and the balance on delivery of the written summary; and (b) for multi-stage Engagements, Fees are payable in stage instalments, each invoiced before the relevant stage commences.

6.3 Invoices are payable within 10 days of issue, without set-off or deduction.

6.4 If an invoice is overdue, humain advisory may (a) charge interest on the overdue amount at the Reserve Bank of Australia cash rate plus 4% per annum, and (b) after giving 7 days’ notice, suspend the Services until payment is received. Suspension does not relieve the Client of its payment obligations.

6.5 Pre-approved travel, accommodation and other out-of-pocket expenses are payable at cost.

7. Postponement, cancellation and non-attendance

7.1 Sessions are scheduled in advance and humain advisory reserves the relevant time, undertakes preparation and declines other work in reliance on the booking. If the Client postpones or cancels a scheduled Session, or fails to attend, the following amounts are payable:

7.2 A rescheduled Session is subject to humain advisory’s availability and must be held within three months of the original date.

7.3 If the Client cancels an Engagement in whole or part, the Client must pay: (a) Fees for Services performed up to the date of cancellation; (b) committed third-party costs that cannot reasonably be avoided; and (c) the amounts in clause 7.1 for any Sessions then scheduled.

7.4 If humain advisory needs to postpone a Session (including due to illness), humain advisory will promptly offer alternative dates or, if the Session cannot reasonably be rescheduled, refund Fees paid for the undelivered Services. To the extent permitted by law, this is the Client’s sole remedy for a postponement by humain advisory.

7.5 The parties acknowledge that the substantial majority of the value of an Engagement lies in the preparation, design and creation or tailoring of bespoke workshop and session materials, which humain advisory undertakes in advance of a Session, and that delivery on the day represents only a minor proportion of humain advisory’s cost and effort. The parties agree the amounts in this clause 7 are a genuine and reasonable pre-estimate of humain advisory’s loss from that preparation and material creation performed, the time reserved and the limited ability to re-book that time, and are not a penalty.

8. Third-Party Platforms

8.1 The Services may involve the use of Third-Party Platforms. Third-Party Platforms are supplied by their providers subject to the providers’ own terms, which humain advisory will notify to the Client where applicable, and the Client must comply with them.

8.2 To the extent permitted by law, humain advisory is not liable for the availability, performance, accuracy, security or data handling practices of any Third-Party Platform.

9. Intellectual property

9.1 Each party retains ownership of its Background IP. Nothing in the Agreement assigns any Background IP.

9.2 humain advisory owns all intellectual property rights in the Deliverables. On payment of all Fees for the relevant Engagement, humain advisory grants the Client a perpetual, non-exclusive, non-transferable, royalty-free licence to use the Deliverables (and any humain advisory Background IP embedded in them) for the Client’s own internal business purposes only.

9.3 The Client must not: (a) sell, sublicense, publish or distribute the Deliverables or humain advisory’s materials outside its organisation; (b) provide them to any competitor of humain advisory or use them to develop competing products or services; or (c) remove attribution or proprietary notices.

9.4 The Client must not use the Deliverables or humain advisory’s materials to train, fine-tune or ground any AI model, or upload them to any AI tool or service, except a tool configured so that inputs are not retained or used for training.

9.5 The Client owns the Client Data and its own Background IP, and grants humain advisory a licence to use them solely to deliver the Services. humain advisory may use learnings and know-how from the Engagement in de-identified and aggregated form to improve its methodologies.

10. Confidentiality

10.1 Each party must keep the other party’s Confidential Information confidential, use it only for the purposes of the Agreement, and disclose it only to Personnel and professional advisers who need to know it and are bound by confidentiality obligations.

10.2 A party may disclose Confidential Information to the extent required by law or a regulator, and must, where lawful and practicable, give the other party prior notice.

10.3 This clause survives for five years after the Agreement ends, and indefinitely for trade secrets.

11. Privacy and data

11.1 The Client warrants that it has obtained all consents and given all notices required under the Privacy Act 1988 (Cth) and any applicable workplace obligations for the collection, use and disclosure of its Personnel’s personal information in connection with the Services, including diagnostics and questionnaires.

11.2 humain advisory will handle personal information received in connection with the Services in a manner consistent with the Australian Privacy Principles (whether or not it is legally required to comply with them), will use it only to deliver the Services, and will take reasonable steps to keep it secure.

11.3 Individual-level diagnostic responses will be treated as confidential and, where the relevant platform is designed to do so, reported to the Client only in aggregated or de-identified form.

11.4 Each party must notify the other without undue delay if it becomes aware of unauthorised access to or disclosure of the other party’s Confidential Information or personal information held in connection with the Services, and provide reasonable cooperation in responding.

11.5 On written request after an Engagement ends, humain advisory will return or destroy Client Data, except copies retained for legal, insurance or archival purposes, which remain subject to clause 10.

12. Independence

12.1 humain advisory does not accept commissions, referral fees or other financial benefits from AI vendors in connection with the Services, and does not recommend specific tools or vendors. If this position materially changes, humain advisory will disclose the change to the Client before continuing the Services.

13. Liability

13.1 Nothing in the Agreement excludes, restricts or modifies any guarantee, condition, warranty, right or remedy conferred by the ACL or any other law that cannot lawfully be excluded, restricted or modified.

13.2 Where the ACL permits, humain advisory’s liability for failure to comply with a consumer guarantee in respect of the Services is limited, at humain advisory’s option, to supplying the Services again or paying the cost of having the Services supplied again.

13.3 Subject to clauses 13.1 and 13.2, humain advisory’s total aggregate liability arising out of or in connection with an Engagement, however arising (including in contract, tort, negligence, statute or otherwise), is limited to the total Fees payable by the Client under that Engagement.

13.4 Subject to clause 13.1, neither party is liable to the other for loss of profit, revenue, business, data, anticipated savings, opportunity or goodwill, or for any indirect or consequential loss.

13.5 A party’s liability is reduced proportionately to the extent the loss is caused or contributed to by the other party or its Personnel.

14. Indemnities

14.1 The Client indemnifies humain advisory against loss or liability humain advisory suffers from a third-party claim arising out of: (a) the Client’s selection, procurement, configuration, deployment, operation or use of any AI tool or system; (b) the Client’s breach of clause 9 or clause 11; or (c) the Client’s use of a Deliverable other than as permitted by the Agreement, except to the extent the loss is caused by humain advisory’s negligence or breach of the Agreement.

14.2 humain advisory indemnifies the Client against loss or liability the Client suffers from a third-party claim to the extent arising out of humain advisory’s negligence or breach of the Agreement, except to the extent the loss is caused by the Client or its Personnel.

14.3 Each party must take reasonable steps to mitigate any loss the subject of an indemnity under this clause.

14.4 The limit on liability in clause 13.3 does not apply to a party’s liability under this clause 14.

15. Non-solicitation

15.1 During an Engagement and for 12 months after it ends, neither party may, without the other’s written consent, solicit or entice away any Personnel of the other party who were directly involved in the Engagement, with a view to employing or engaging them.

15.2 This clause does not prevent either party from recruiting through public advertising not specifically targeted at the other party’s Personnel, or from employing a person who responds to such advertising.

16. Term and termination

16.1 The Agreement starts when formed under clause 1.2 and ends when the Services are complete, unless terminated earlier.

16.2 Either party may terminate the Agreement immediately by notice if the other party (a) materially breaches the Agreement and fails to remedy the breach within 14 days of a notice requiring it to do so, or (b) becomes insolvent or bankrupt.

16.3 The Client may terminate an Engagement for convenience on 14 days’ written notice, in which case the amounts in clause 7.3 are payable.

16.4 humain advisory may terminate an Engagement for convenience on 30 days’ written notice, in which case it will refund any Fees paid for Services not yet performed.

16.5 Termination does not affect accrued rights. Clauses 4, 6, 7, 8, 9, 10, 11, 13, 14, 15, 21 and 22 survive termination.

17. Stewardship Services

17.1 Stewardship Services are supplied only where separately agreed in writing, at the monthly fee and for the minimum term stated in the relevant Proposal, invoiced monthly in advance.

17.2 After the minimum term, Stewardship Services continue month to month and either party may terminate them on 30 days’ written notice. Stewardship Services do not renew into a further fixed term unless both parties expressly agree in writing.

17.3 Monthly inclusions do not accrue or roll over unless agreed in writing.

18. Publicity

18.1 With the Client’s prior written consent (not to be unreasonably withheld or delayed), humain advisory may identify the Client and describe the nature of the Engagement in its credentials, website and case studies, excluding any Confidential Information.

19. Subcontracting and personnel

19.1 humain advisory may subcontract aspects of the Services, remains responsible for the Services, and will ensure subcontractors comply with obligations equivalent to clauses 10 and 11. Unless otherwise agreed, the Services will be led by Kate Russell.

20. Force majeure

20.1 Neither party is liable for failure to perform (other than an obligation to pay) caused by events beyond its reasonable control, provided it notifies the other party and uses reasonable endeavours to resume performance. If the event continues for more than 60 days, either party may terminate the affected Engagement, and humain advisory will refund Fees paid for Services not performed.

21. Dispute resolution

21.1 A party must not commence court proceedings (except for urgent interlocutory relief) unless it has first: (a) given the other party written notice of the dispute; (b) senior representatives of the parties have attempted in good faith to resolve it within 10 Business Days; and (c) if unresolved, the parties have attempted mediation in Sydney administered by the Resolution Institute, with costs shared equally.

22. General

22.1 The Agreement is governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of its courts.

22.2 The Agreement is the entire agreement between the parties about its subject matter and supersedes prior discussions.

22.3 A variation of the Agreement must be in writing and agreed by both parties.

22.4 The Client may assign or novate the Agreement to a related body corporate, or to a successor in a genuine restructure or sale of the Client’s business, on written notice to humain advisory. Otherwise, the Client may not assign the Agreement without humain advisory’s written consent. humain advisory may assign or novate the Agreement to a corporate entity controlled by Kate Russell on written notice to the Client.

22.5 If a provision is void or unenforceable, it is severed and the remainder of the Agreement continues.

22.6 A failure to enforce a right is not a waiver of it.

22.7 Notices may be given by email to the addresses stated in the Proposal and are taken to be received when sent, unless the sender receives an automated delivery-failure notification, except that a notice sent after 5.00pm or on a day that is not a Business Day is taken to be received at 9.00am on the next Business Day.

22.8 The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, employment or agency relationship.