Terms Of Business Agreement Template for Australia

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Key Requirements PROMPT example:

Terms Of Business Agreement

"I need a Terms of Business Agreement for my IT consulting firm based in Sydney, covering software development and cloud services, with specific provisions for data protection and intellectual property rights, planned to be implemented by March 2025."

Document background
The Terms of Business Agreement serves as a foundational document for establishing and maintaining professional business relationships in the Australian market. This agreement is typically used when a business wishes to set standard terms for its provision of goods or services to other businesses, ensuring consistency across client relationships while maintaining compliance with Australian legislation. The document includes comprehensive provisions covering service delivery, payment terms, intellectual property rights, confidentiality, and liability limitations, while incorporating specific requirements under Australian law such as consumer protections and fair trading provisions. It is particularly valuable for businesses providing ongoing services or entering into repeated transactions with clients, as it establishes a clear framework for all future dealings while reducing the need for separate contract negotiations for each engagement.
Suggested Sections

1. Parties: Identifies and defines the parties entering into the agreement, including their legal names, ABN/ACN, and registered addresses

2. Background: Sets out the context and purpose of the agreement, including the nature of the business relationship

3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty

4. Services: Detailed description of the services or products to be provided under the agreement

5. Fees and Payment Terms: Specifies pricing, payment terms, invoicing procedures, and late payment consequences

6. Obligations of Service Provider: Details the responsibilities and commitments of the business providing the services

7. Client Obligations: Outlines the responsibilities and commitments required from the client

8. Term and Termination: Specifies the duration of the agreement and circumstances under which it can be terminated

9. Confidentiality: Provisions protecting confidential information exchanged during the business relationship

10. Intellectual Property: Addresses ownership and usage rights of intellectual property

11. Liability and Indemnity: Sets out limitations of liability and indemnification obligations

12. Insurance: Specifies required insurance coverage and minimum levels

13. Dispute Resolution: Outlines the process for resolving disputes between parties

14. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Data Protection and Privacy: Detailed privacy provisions when personal data processing is involved

2. Service Levels: Specific performance metrics and service levels when applicable to the services

3. Change Management: Procedures for handling changes to services or terms when flexibility is needed

4. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in critical service agreements

5. Compliance with Laws: Specific regulatory compliance requirements for regulated industries

6. Subcontracting: Terms governing the use of subcontractors when relevant to the business model

7. Export Control: For businesses dealing with international trade or restricted goods/services

8. Business Continuity: For critical services requiring disaster recovery and business continuity planning

Suggested Schedules

1. Schedule 1 - Fee Schedule: Detailed breakdown of fees, rates, and pricing structures

2. Schedule 2 - Service Specifications: Detailed technical or operational specifications of services

3. Schedule 3 - Service Levels: Specific performance metrics, KPIs, and related penalties/rewards

4. Schedule 4 - Data Processing Terms: Detailed data handling and privacy requirements if applicable

5. Schedule 5 - Change Request Form: Template for requesting and documenting changes to services

6. Appendix A - Contact Details: Key contacts and escalation procedures for both parties

7. Appendix B - Required Insurance Coverage: Specific insurance requirements and minimum coverage levels

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Professional Services

Information Technology

Consulting

Financial Services

Legal Services

Marketing and Advertising

Manufacturing

Wholesale Trade

Business Services

Healthcare

Engineering

Construction

Telecommunications

Education and Training

Real Estate

Relevant Teams

Legal

Commercial

Operations

Sales

Business Development

Procurement

Finance

Risk and Compliance

Client Services

Account Management

Relevant Roles

Legal Counsel

Commercial Manager

Business Development Manager

Contract Manager

Chief Executive Officer

Chief Operating Officer

Chief Financial Officer

Operations Manager

Sales Director

Procurement Manager

Risk Manager

Compliance Officer

General Manager

Managing Director

Company Secretary

Industries
Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010): Sets out consumer rights and business obligations, including unfair contract terms, consumer guarantees, and misleading conduct provisions that must be reflected in business terms
Competition and Consumer Act 2010: Promotes competition and fair trading while protecting consumers. Includes provisions about anti-competitive behavior and market conduct that may affect business relationships
Privacy Act 1988: Regulates the handling of personal information by businesses and requires specific privacy provisions in business agreements where personal information is collected or processed
Electronic Transactions Act 1999: Provides the legal framework for electronic transactions and digital signatures, important for online business agreements
Corporations Act 2001: Governs business entities and their operations in Australia, including requirements for business contracts and agreements
Australian Securities and Investments Commission Act 2001: Relevant for financial services and products, including provisions about unfair contract terms in financial services
State Fair Trading Acts: State-specific legislation that supplements federal consumer law and may contain additional requirements for business agreements
Goods and Services Tax Act 1999: Contains requirements for GST treatment in business agreements and invoicing requirements
Contract Law (Common Law): Common law principles governing contract formation, terms, and enforcement that must be considered in business agreements
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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