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These Terms and Conditions of Engagement ("Terms") govern all engagements between Core Change Management, a trading name of Atwal Kempster Pty Ltd ABN 42 673 498 425 ("CCM", "we", "us", "our") and any individual, organisation, or entity ("Client", "you", "your") that engages CCM for any Service. By engaging CCM — whether by signing a Quote, placing an order, making a payment, or instructing work to commence — the Client agrees to be bound by these Terms in full.
These Terms apply to all Service types offered by CCM, including but not limited to consulting engagements, coaching programs, digital product purchases, template licensing, and framework delivery. Where a signed Quote exists, these Terms form part of that binding agreement.
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DEFINITIONS
"CCM"— means Core Change Management, a trading name of Atwal Kempster Pty Ltd ABN 42 673 498 425.
"Client"— means the individual, business, or entity that engages CCM for any Service.
"Services"— means all services offered by CCM including consulting, coaching, facilitation, organisational change management, business improvement, training delivery, template and framework development, digital product supply, and any related advisory or support services.
"Consulting Engagement" — means any Service where CCM provides advisory, strategic, or hands-on delivery services to a Client on a project or retainer basis.
"Coaching"— means structured one-on-one or group sessions delivered by CCM to develop the Client's change management, leadership, or professional capability.
"Digital Product" — means any template, framework, guide, toolkit, workbook, or other digital resource sold or licensed by CCM.
"Quote"— means a formal written scope of works and pricing document issued by CCM to a Client, which upon digital signature constitutes a binding agreement between the parties.
"Deliverables"— means any reports, plans, frameworks, templates, strategies, presentations, or other outputs produced by CCM under a Consulting Engagement.
"Intellectual Property" or "IP" — means all copyright, trademarks, trade secrets, methodologies, frameworks, processes, designs, and other intellectual property rights.
"Confidential Information" — means any non-public information disclosed by either party in connection with an engagement, including business strategies, financial data, personnel information, client lists, and operational processes.
"Force Majeure" — means any event beyond a party's reasonable control including natural disasters, pandemics, government actions, or technology failures.
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SERVICES OFFERED
CCM provides a range of professional services including but not limited to:
• Organisational change management consulting and advisory
• Business process improvement and operating model transition support
• Organisation design and development
• Project management services
• Culture, capability uplift and ways of working
• Customer and employee experience optimisation
• ICT-enabled transformation and system implementation support
• Training design and facilitation
• Governance framework development
• Benefits realisation management and reporting
• Change risk management
• One-on-one and group coaching for leaders, change managers, and project managers
• Digital templates, frameworks, toolkits, and guides
• Event management and coordination for change activation activities
CCM reserves the right to decline any engagement at its sole discretion. CCM may engage specialist subcontractors or associate consultants to assist in delivering Services. CCM remains responsible for the standard of Services delivered regardless of subcontractor involvement.
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QUOTES, SCOPING AND CONTRACT FORMATION
3.1 Scoping and Quotes. All custom consulting work, coaching programs, bespoke framework development, and any other non-standard Services will be scoped and documented in a formal Quote prior to commencement. The Quote will detail the scope of works, deliverables, fees, payment terms, timeline, and any specific conditions applicable to the engagement.
3.2 Contract Formation. A binding contract is formed when the Client digitally approves or signs the Quote via CCM's quoting platform (currently QuickBooks or equivalent). The signed Quote, together with these Terms and Conditions (which are attached to and form part of every Quote), constitutes the entire agreement between the parties for that engagement. No work will commence until a signed Quote is received by CCM unless otherwise agreed in writing.
3.3 Digital Signature. CCM issues Quotes via QuickBooks or equivalent invoicing and quoting platforms. Acceptance of a Quote via the platform's digital approval or signature function carries the same legal weight as a wet signature under the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions (Queensland) Act 2001.
3.4 Quote Validity. Quotes are valid for fourteen (14) days from the date of issue unless otherwise stated. CCM reserves the right to withdraw or amend a Quote at any time prior to the Client's acceptance.
3.5 Variations. Any variation to an agreed scope of works must be requested in writing and approved by CCM before additional work commences. CCM reserves the right to issue a revised or supplementary Quote for out-of-scope work and to adjust fees accordingly.
3.6 Standard Products and Coaching. For the purchase of standard digital products and fixed-format coaching packages, a binding agreement is formed upon payment. These Terms apply to all such purchases.
3.7 Client Responsibilities. The Client agrees to provide CCM with timely access to relevant information, personnel, systems, and resources reasonably required to deliver the Services. Delays caused by the Client's failure to provide required information or access may affect timelines and fees.
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FEES, PAYMENT AND INVOICING
4.1 Fees.Fees are as set out in the applicable Quote or product listing. All fees are quoted in Australian Dollars (AUD) and are inclusive of GST unless otherwise stated.
4.2 GST.CCM is registered for GST. Where applicable, GST will be itemised on all invoices and tax invoices will be issued upon payment.
4.3 Payment Terms. Unless otherwise stated in the Quote, payment is due within fourteen (14) days of the invoice date. CCM may require a deposit of up to fifty percent (50%) of the total project fee prior to commencing work on consulting engagements.
4.4 Digital Product Purchases. Digital products purchased through CCM's online shop (including via corechange.com.au or any third-party marketplace such as Etsy) require full payment at the time of purchase. Access to the digital product will be granted upon successful payment. All prices are in Australian Dollars (AUD) and inclusive of GST where applicable. CCM reserves the right to change pricing at any time without notice, however any change will not affect orders already placed and paid.
4.5 Payment Plans. For consulting engagements where the total agreed fee is in the tens of thousands of dollars (AUD), CCM may offer a structured payment plan at its discretion. Where agreed, payment plans will be documented in the Quote and may provide for weekly, fortnightly, or monthly instalments over the duration of the engagement. All payment plan terms must be agreed in writing prior to commencement. CCM reserves the right to suspend Services if any scheduled instalment is not received within seven (7) days of its due date. All outstanding instalments become immediately due and payable upon termination of the engagement for any reason.
4.6 Late Payment. Overdue amounts will attract a flat late payment fee of twenty-five dollars ($25.00 AUD) for each week (or part thereof) that the invoice remains unpaid beyond the due date. CCM reserves the right to suspend Services for any account that remains unpaid beyond thirty (30) days. Late payment fees are in addition to the outstanding invoice amount and do not limit CCM's right to recover the full amount owed.
4.7 Payment Methods. Payment may be made by direct bank transfer, credit card, or such other method as CCM specifies. Bank details will be provided on the invoice. Credit card surcharges may apply.
4.8 Expenses. Unless included in the Quote, any pre-approved out-of-pocket expenses incurred by CCM in delivering the Services (including travel, accommodation, and materials) will be invoiced to the Client at cost.
4.9 Price Variations. For time-and-materials engagements, final fees may vary from the Quote estimate based on actual hours worked and expenses incurred. CCM will notify the Client of any material variation as soon as practicable.
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CANCELLATION, RESCHEDULING AND REFUNDS
5.1 Cooling-Off Period. For consulting engagements with a total agreed fee of five thousand dollars ($5,000.00 AUD) or more, the Client has five (5) business days from the date of signing the Quote to cancel the engagement without penalty. During the cooling-off period, any deposit paid will be refunded in full provided no work has commenced. CCM will confirm receipt of a cancellation notice in writing within one (1) business day. The cooling-off period does not apply to engagements below this threshold.
5.2 Small Engagement Cancellation. For consulting engagements with a total agreed fee of less than five thousand dollars ($5,000.00 AUD), no cooling-off period applies. Where the Client cancels before work has commenced, a flat cancellation fee of two hundred and fifty dollars ($250.00 AUD) applies to cover CCM's administrative time. Where the Client cancels after work has commenced, the Client is liable for all work completed to the date of cancellation plus the flat cancellation fee. Any deposit paid in excess of the amounts owed will be refunded.
5.3 Pre-Commencement Cancellation. For engagements of five thousand dollars ($5,000.00 AUD) or more, where the Client cancels after the cooling-off period has expired but before work has commenced, a flat cancellation fee of five hundred dollars ($500.00 AUD) applies to cover CCM's administrative time and opportunity cost. Any deposit paid beyond this amount will be refunded. The Client will not be charged for work that has not yet commenced.
5.3 Post-Commencement Cancellation. Where the Client cancels after work has commenced, the Client is liable for:
• All work completed to the date of cancellation, charged at the agreed project rate or, where no rate is specified, at CCM's standard daily rate as set out in the Quote; and
• A flat cancellation fee of seven hundred and fifty dollars ($750.00 AUD) to cover lost pipeline and opportunity cost.
The Client will not be charged the full value of the agreed engagement upon cancellation. Where a payment plan is in place, only instalments that have fallen due prior to the date of cancellation are payable, plus any amounts owing under this clause.
5.4 Non-Refundable Deposit. Where a deposit has been paid and the cooling-off period has expired, the deposit is non-refundable except to the extent that it exceeds the amounts payable under clauses 5.2, 5.3 or 5.4 above.
5.5 Delayed Commencement by CCM. If CCM has not commenced work within thirty (30) business days of the signed Quote date, and the delay is due to CCM's circumstances rather than the Client's, the Client may cancel the engagement and receive a full refund of any deposit paid, with no cancellation fee applying.
5.7 Coaching Sessions. Coaching sessions may be rescheduled with at least forty-eight (48) hours' notice at no charge. Cancellations or rescheduling requests with less than forty-eight (48) hours' notice will forfeit that session. No refund will be provided for coaching packages where sessions have been delivered.
5.8 Digital Products. Due to the nature of digital products, all sales are final. No refunds will be issued once a digital product has been downloaded or accessed. If the Client experiences a technical issue preventing access, CCM will work to resolve the issue promptly.
5.9 CCM Cancellation. CCM reserves the right to cancel or reschedule a Service due to unforeseen circumstances including illness, Force Majeure, or other events beyond its control. In such circumstances, CCM will provide as much notice as possible and will not be liable for losses arising from the cancellation.
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INTELLECTUAL PROPERTY
6.1 CCM IP. All methodologies, frameworks, tools, templates, processes, training materials, and pre-existing intellectual property owned or developed by CCM prior to or independently of any engagement ("CCM IP") remains the sole property of CCM at all times. Nothing in these Terms transfers ownership of CCM IP to the Client.
6.2 Deliverables. Unless otherwise agreed in writing in the applicable Quote, ownership of Deliverables created specifically for the Client as part of a Consulting Engagement vests in the Client upon full payment of all fees. Until full payment is received, all Deliverables remain the property of CCM.
6.3 Licence for Digital Products. Purchase of a Digital Product grants the Client a non-exclusive, non-transferable, personal licence to use the product for their own internal business purposes. The Client may not resell, redistribute, sublicense, share, publish, or reproduce the product in whole or in part without CCM's prior written consent.
6.4 Underlying IP in Deliverables. Where Deliverables incorporate CCM IP, CCM grants the Client a licence to use that CCM IP solely for the purposes of the engagement. All underlying IP remains with CCM.
6.5 Client IP. All intellectual property owned by the Client and provided to CCM for the purpose of delivering Services remains the property of the Client. CCM will not use Client IP for any purpose other than delivery of the agreed Services.
6.6 Moral Rights. CCM asserts its moral rights in all original works created in connection with the Services to the extent permitted by law.
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DIGITAL PRODUCTS AND TEMPLATES
7.1 As-Is Supply. Digital products are provided as-is and are designed to be customised by the Client to suit their specific context. CCM makes no warranty that any template, framework, or guide will produce a specific outcome.
7.2 No Professional Advice. Digital products are educational and practical resources. They do not constitute professional advice. The Client is responsible for applying products appropriately to their own situation and should seek independent professional advice where required.
7.3 Prohibited Use. The Client must not use any CCM digital product in a way that infringes any applicable law, causes harm to any person, or brings CCM into disrepute. The Client must not remove, alter, or obscure any CCM branding, copyright notices, or trademarks from any digital product.
7.4 Updates. CCM may update digital products from time to time. Unless otherwise stated, the Client is entitled to receive updated versions of products they have purchased within twelve (12) months of the original purchase date.
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CONFIDENTIALITY
8.1 Obligations. Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without the prior written consent of the disclosing party, except as required by law or as necessary to deliver the Services.
8.2 CCM Personnel. CCM will ensure that any employees, subcontractors, or associates involved in the engagement are bound by equivalent confidentiality obligations.
8.3 Survival. Confidentiality obligations survive the termination or completion of any engagement for a period of three (3) years.
8.4 Exclusions. Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, is independently developed by the receiving party, or is required to be disclosed by law or court order.
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TESTIMONIALS, REVIEWS AND LOGO USAGE
9.1 Testimonials and Reviews. The Client consents to CCM publishing any feedback, testimonials, or reviews provided by the Client — whether provided verbally, in writing, by email, or through any other medium — on CCM's website, social media channels, marketing materials, and other promotional platforms.
9.2 Attribution. Published testimonials and reviews may include the Client's first name, surname, job title, and organisation name unless the Client specifically requests otherwise in writing prior to publication. CCM will not publish testimonials in a misleading or deceptive manner.
9.3 Opt-Out. The Client may withdraw consent for a published testimonial at any time by providing written notice to CCM at info@corechange.com.au. CCM will remove the testimonial from its own platforms within a reasonable time following receipt of such notice, but cannot guarantee removal from third-party platforms where the content may have been shared.
9.4 Company Logo. By engaging CCM, the Client grants CCM a non-exclusive, royalty-free licence to display the Client's company name, trading name, and logo on CCM's website and marketing materials as a reference to the engagement (for example, in a "clients we've worked with" section or case study context). CCM will not use the Client's logo in a way that implies endorsement, partnership, or affiliation beyond the scope of the engagement.
9.5 Logo Opt-Out. The Client may withdraw consent for logo usage at any time by providing written notice to CCM at info@corechange.com.au. CCM will remove the logo from its own platforms within a reasonable time following receipt of that notice.
9.6 No Misrepresentation. CCM agrees not to use any testimonial, review, or logo in a manner that is false, misleading, or deceptive, or that would breach any applicable Australian Consumer Law obligations.
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LIABILITY AND INDEMNITY
10.1 Limitation of Liability. To the maximum extent permitted by law, CCM's total aggregate liability to the Client for any claim arising out of or in connection with these Terms or any engagement — whether in contract, tort (including negligence), statute, or otherwise — is limited to the total fees paid by the Client to CCM in the three (3) months immediately preceding the event giving rise to the claim.
10.2 Exclusion of Consequential Loss. CCM is not liable for any indirect, consequential, special, or punitive loss or damage including loss of profit, loss of revenue, loss of data, loss of opportunity, or business interruption, even if CCM has been advised of the possibility of such loss.
10.3 Consumer Law. Nothing in these Terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition that is implied or imposed by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) where to do so would cause these Terms to be void. Where CCM is liable to the Client under non-excludable statutory guarantees, CCM's liability is limited to the maximum extent permitted by law.
10.4 Indemnity. The Client indemnifies CCM against any loss, damage, cost, or expense suffered or incurred by CCM arising from the Client's breach of these Terms, the Client's misuse of any Deliverable or Digital Product, or any third-party claim arising from the Client's use of the Services.
10.5 Reliance on Information. CCM will not be liable for any loss arising from the Client's failure to provide accurate, complete, or timely information required for the delivery of Services.
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PROFESSIONAL STANDARDS AND INSURANCE
11.1 Standard of Care. CCM will deliver all Services with reasonable care, skill, and diligence consistent with the standards expected of a qualified and experienced change management professional.
11.2 Insurance. CCM maintains appropriate professional indemnity and public liability insurance. Details of CCM's current insurance coverage are available upon written request.
11.3 Independent Contractor. CCM operates as an independent contractor. Nothing in these Terms creates an employment relationship, partnership, joint venture, or agency between CCM and the Client.
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TERMINATION
12.1 Termination for Convenience. Either party may terminate a Consulting Engagement by providing fourteen (14) days' written notice to the other party. The Client remains liable for all fees for work completed up to the date of termination, plus any applicable cancellation fee under Section 5.
12.2 Termination for Cause. Either party may terminate an engagement immediately by written notice if the other party materially breaches these Terms and fails to remedy that breach within seven (7) business days of written notice of the breach, or if the other party becomes insolvent, enters administration, or ceases to carry on business.
12.3 Effect of Termination. On termination: all outstanding fees for work completed become immediately due and payable; the Client must return or destroy any CCM Confidential Information in its possession; and CCM will return or destroy any Client Confidential Information in its possession. Clauses relating to IP, confidentiality, liability, and dispute resolution survive termination.
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DISPUTE RESOLUTION
13.1 Notification. If a dispute arises in connection with these Terms or any engagement, the party raising the dispute must provide written notice to the other party describing the dispute in reasonable detail.
13.2 Good Faith Negotiation. The parties agree to attempt to resolve the dispute through good faith negotiation within ten (10) business days of the notice being received.
13.3 Mediation. If the dispute is not resolved through negotiation within the period specified in clause 13.2, the parties agree to refer the matter to mediation administered by a mutually agreed mediator before commencing any legal proceedings, unless urgent injunctive or interlocutory relief is required.
13.4 Governing Law. These Terms are governed by the laws of Queensland, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Queensland.
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GENERAL PROVISIONS
14.1 Entire Agreement. These Terms, together with the applicable Quote (where one exists), constitute the entire agreement between the parties and supersede all prior representations, discussions, and agreements relating to the subject matter.
14.2 Amendments. CCM may update these Terms from time to time. The current version will be published at corechange.com.au and will apply to all engagements commencing after the effective date of the update. Continued engagement with CCM following an update constitutes acceptance of the updated Terms.
14.3 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.
14.4 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. A waiver of a breach does not constitute a waiver of any subsequent breach.
14.5 No Assignment. The Client may not assign, transfer, or novate its rights or obligations under these Terms without the prior written consent of CCM. CCM may assign its rights to any related entity or successor without the Client's consent.
14.6 Force Majeure. Neither party will be liable for delay or failure to perform obligations under these Terms to the extent caused by a Force Majeure event, provided the affected party gives prompt written notice and uses reasonable endeavours to mitigate the impact.
14.7 Privacy. CCM collects and handles personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. CCM's Privacy Policy is available at corechange.com.au.
14.8 Electronic Communications. The parties agree that electronic communications (including email and digital signatures) satisfy any requirement for communications to be in writing under these Terms.
14.9 Notices. All formal notices under these Terms must be sent to CCM at info@corechange.com.au or to the Client's last known email address. Notices are deemed received on the next business day after sending.
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CONSUMER CLIENTS
15.1 Application. This section applies where the Client is an individual purchasing Services or Digital Products wholly or predominantly for personal, domestic, or household use, and therefore qualifies as a "consumer" under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) ("Consumer Client").
15.2 Statutory Guarantees. CCM acknowledges that Consumer Clients have non-excludable rights under the Australian Consumer Law, including guarantees that Services will be provided with due care and skill, will be fit for purpose, and will be delivered within a reasonable time. Nothing in these Terms removes or limits those rights.
15.3 Remedies for Consumer Clients. If a Service provided to a Consumer Client fails to meet a consumer guarantee under the Australian Consumer Law, the Consumer Client is entitled to a remedy. For a major failure, the Consumer Client may cancel the engagement and obtain a refund for the unused portion, or seek compensation for any reasonably foreseeable loss. For a minor failure, CCM will remedy the issue within a reasonable time.
15.4 Cancellation by Consumer Clients. The cancellation fees set out in Section 5 of these Terms are reasonable estimates of CCM's actual loss and are not penalties. They apply to Consumer Clients to the extent permitted by the Australian Consumer Law. Where a cancellation fee would be considered unfair or disproportionate under the ACL's unfair contract terms provisions, CCM will apply a reduced fee reflecting only its actual costs and losses incurred up to the date of cancellation.
15.5 Acknowledgement. By engaging CCM, the Consumer Client acknowledges that they have read and understood these Terms, that the Services are being provided in the course of CCM's professional practice, and that any templates, frameworks, or guides supplied are general in nature and not a substitute for tailored professional advice specific to the Client's individual circumstances.
15.6 Dispute Resolution for Consumer Clients. Consumer Clients who are not satisfied with a resolution offered by CCM may contact the Queensland Office of Fair Trading or the Australian Competition and Consumer Commission (ACCC) for further assistance. CCM will cooperate fully with any such process.
Core Change Management | Atwal Kempster Pty Ltd ABN 42 673 498 425 | corechange.com.au | info@corechange.com.au
Version 2.0 | Effective 16 April 2026 | These Terms and Conditions are governed by the laws of Queensland, Australia.