LAST UPDATED SEPTEMBER 22, 2025
Working Together
SERVICE AGREEMENT
Between the Client and the Contractor (Consulting Services)
The best work comes from strong relationships grounded in honesty, respect, and gratitude. While legal agreements are necessary, we believe the heart of this collaboration lies in mutual trust and shared ambition to do great work together.
Definitions
Client: The individual, company, or organisation receiving the Services and Work-Product under this Agreement.
Contractor: "Immensity of the Sea". or "Immensity", the entity providing the Services and Work-Product under this Agreement.
Work-Product: The specific outputs, tools, or materials created or configured under this Agreement, including but not limited to strategy documents, workshops, prototypes, and software products.
Launch Support: The initial one (1) month period following delivery of Work-Product, during which Immensity of the Sea will resolve bugs or defects that prevent the Work-Product from operating as designed, provided the Client has properly tested the Work-Product and supplied the necessary information, content, and resources.
Stabilisation: The subsequent two (2) month period following Launch Support, during which Immensity of the Sea will correct minor bugs identified in normal use, provided these do not arise from Client alterations, failure to test, or lack of participation.
Bug Fix: Correction of an error that causes the Work-Product to deviate from its agreed specification.
Change Request: Any material modification, new feature, integration, or enhancement beyond the original agreed scope. Change Requests require prior written approval and may incur additional fees.
Inactive Client: A Client who has not provided necessary approvals, testing, or required resources for more than 90 days. In such cases, the project will be considered complete, fees paid are considered earned, and further work will require a new engagement.
Interpretations
Headings are for convenience only and do not affect interpretation.
Words in the singular include the plural and vice versa.
References to “including” are not limiting and mean “including without limitation.”
References to a person include an individual, company, partnership, or other legal entity.
Acceptance
The Client confirms that their representative has the authority to enter into this Agreement. The Client agrees to provide the Contractor with all necessary information, resources, access, and cooperation in a timely and usable format.
The Contractor agrees to deliver the agreed Services in a professional and timely manner and will use best efforts to meet deadlines and deliver high-quality work.
Scope of services
The Services provided are consultancy-based and may include strategic advice, project implementation support, and/or development of bespoke tools, as agreed in writing.
Important Note: The Contractor does not provide legal or financial advice. Any business, financial, or legal decisions made by the Client remain solely their own responsibility.
Client Responsibilities
Completion of Work-Product depends on the Client providing timely access, resources, and information as requested.
If the Client fails to provide such input, time already spent (including workshops, builds, and preparation) will still be billable.
If the Client is deemed an Inactive Client, the project will be considered complete.
Support & Maintenance
Each product build includes:
A Launch Support period of one (1) month; and
A Stabilisation period of two (2) months for minor bug fixes.
Enhancements or Change Requests are excluded and require a new engagement.
Fees, payments and expenses
Payment Terms: Invoices are payable within 7 days of receipt. Late payments may incur a fee of 1.5% per month on the outstanding amount. Work may pause during overdue periods.
Non-refundable Fees: All payment obligations are non-cancellable and fees paid are non-refundable.
Client Expenses: The Client is responsible for all third-party expenses, including ongoing subscriptions, licenses, and software added or recommended as part of the Services.
Ongoing Fees & SaaS Billing
Business Tools may incur a monthly usage or management fee, billed via a recurring Stripe subscription.
If fees are not paid, access to the business tool may be paused or suspended.
Referral & Affiliate Relationships
From time to time, we may receive referral or affiliate payments from software providers or third-party services we recommend. These partnerships never influence our advice — we choose tools and platforms based on their suitability, quality, and alignment with your needs. We do not recommend providers based on commissions.
Authorisation of Expenses: Any reimbursable expenses must be pre-approved in writing by the Client.
Confidentiality
Each party agrees to maintain the confidentiality of all proprietary or sensitive information exchanged during this engagement, unless required by law. This obligation lasts for three (3) years beyond termination.
Intellectual property, ownership & work-product
General Rule
Immensity of the Sea retains ownership of all proprietary frameworks, templates, diagnostic systems, and the Momentum Mapper platform. Nothing in this Agreement transfers ownership of Immensity of the Sea’s proprietary systems, know-how, or methodologies.
Consulting Services
For strategy, advice, workshops, training, or similar consulting outputs:
The Client has the right to use the reports, recommendations, and documentation delivered under this Agreement for their internal business purposes.
These outputs are not transferrable or resellable, and Immensity of the Sea retains ownership of the underlying methodologies, tools, and processes used to produce them.
Business Tool Builds
(a) Build + Handover
The Client pays a Build Fee.
Upon delivery and acceptance, the Work-Product (the business tool built for the Client) is transferred into the Client’s ownership, subject to applicable third-party software terms.
The Client is responsible for all associated software accounts, subscriptions, and stack costs from the date of handover.
Once handed over, the business tool is provided as-is. Immensity of the Sea bears no responsibility for issues caused by Client use, configuration changes, or breakage after transfer.
Further assistance, if requested, will require a new paid engagement.
(b) Build + Ongoing Management (SaaS)
The Client pays both a Build Fee and a Recurring Subscription Fee.
Immensity of the Sea retains administrative ownership of the Work-Product, including any back-end software accounts.
The Client receives a licence to access and use the Work-Product for its intended purpose, subject to continued payment of subscription fees.
Software accounts used in the build may be the Client’s own (with access granted) or Immensity’s (bundled into the subscription).
The Client does not have administrative access to the back-end environment.
Transfer from SaaS to Handover
A Client on the SaaS model may request to convert their Work-Product to Build + Handover.
This requires payment of a Transfer Fee, plus assumption of all relevant software accounts and subscription costs.
Upon completion of transfer and payment, the Client assumes full responsibility for ongoing management and use of the Work-Product.
Responsibility Disclaimer
In the Build + Handover model, all responsibility passes to the Client upon delivery.
In the SaaS model, Immensity of the Sea will provide bug fixes and management within the agreed support window, but is not liable for downtime, failures, or changes in functionality caused by third-party platforms.
Showcasing Work
Immensity of the Sea may showcase non-confidential Work-Product in its portfolio or promotional materials.
Warranties and disclaimers
The Contractor warrants that:
The Services will be delivered in a professional manner;
The Services will not knowingly infringe on third-party rights;
The Contractor has the right to enter into and perform this Agreement.
Disclaimer: All deliverables are provided “as-is.” No warranty is given regarding specific results, business performance, or outcomes from the Services. The Contractor does not guarantee any specific commercial success.
Limitation of liability
To the fullest extent permitted by law:
The Contractor's total liability is limited to the total fees paid under this Agreement;
The Contractor is not liable for indirect, consequential, or special damages, including loss of profits or reputation.
Indemification
Each party agrees to indemnify the other against any losses or damages arising from their own gross negligence, willful misconduct, or breach of this Agreement.
Term & termination
This Agreement may be terminated:
By either party on 7 days’ written notice;
Immediately if a breach is not remedied within 5 days of written notice.
On termination, the Client must pay for Services provided to date and any non-cancellable expenses. Any rights granted to the Client remain in force only upon full payment.
Survival
Upon termination, obligations relating to fees owed, intellectual property, limitation of liability, and confidentiality survive termination.
Relationship of parties
This is an independent contractor relationship. Nothing in this Agreement creates a partnership, employment, or agency relationship.
Conduct
Both parties agree to maintain respectful, harassment-free interactions. If inappropriate conduct occurs and continues after notice, the Contractor may terminate the Agreement and be compensated for all agreed Services to date.
Changes
Material changes to scope, deliverables, or pricing require prior written approval from both parties.
Governing law
This Agreement is governed by the laws of New South Wales, Australia. Disputes will be resolved in the courts of NSW, unless otherwise agreed in writing for international clients
Force mejeure
Neither party is liable for failure to perform due to events beyond their control, including but not limited to natural disasters, pandemics, war, or government restrictions.
Notices
All official notices must be sent to the latest provided address or designated email. Notices are deemed received when sent (email) or delivered (physical).
Entire agreement
This Agreement constitutes the entire understanding between the parties and supersedes prior discussions. Any amendment must be in writing and signed by both parties.
Effectiveness of agreement
This Agreement comes into effect whether or not it has been physically signed. The Client acknowledges and agrees that by paying the first invoice, they accept the terms of this Agreement and the Agreement becomes binding as of the date of such payment.
Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue in full force and effect.