This published framework does not by itself create a client engagement. It becomes binding only when accepted with an executed Statement of Work or other written agreement. Engagement-specific scope, fees, service levels and risk allocations are recorded in those documents.
1. Parties and structure
This Master Services Agreement (Agreement) is between Veltrion Group Pty Ltd (ABN 14 691 155 414, ACN 691 155 414) of Perth, Western Australia (Veltrion) and the client identified in an executed Statement of Work (Client).
The Agreement begins when signed or when the first Statement of Work is accepted. Each Statement of Work forms part of the Agreement. If documents conflict, the order is: any signed special conditions, the Statement of Work, this Agreement, then an incorporated policy or schedule.
2. Services and Statements of Work
Veltrion will provide the services described in each Statement of Work with due care and skill. A Statement of Work should identify scope, deliverables, assumptions, dependencies, timeline, fees, payment terms, acceptance criteria and any campaign, security or service-level requirements.
A change to scope, timing, assumptions or deliverables must be documented through an agreed change request. Veltrion is not required to begin changed work until commercial and timing impacts are agreed.
3. Client responsibilities
- Provide timely decisions, access, information, content, systems and personnel reasonably required for delivery.
- Ensure instructions, supplied materials and data are accurate, lawful and do not infringe third-party rights.
- Maintain appropriate licences, approvals and internal authority for the project and any fundraising campaign.
- Review deliverables and notify Veltrion of material non-conformity within the agreed review period.
- For face-to-face fundraising, provide current approved campaign materials, supporter terms, escalation processes and any mandatory charity-specific requirements.
4. Fees, invoicing and taxes
The Client must pay fees, approved expenses and applicable GST as set out in the Statement of Work. Unless otherwise stated, invoices are due within 14 days. A disputed invoice must be raised promptly with reasons; undisputed amounts remain payable.
Veltrion may suspend affected services after reasonable written notice if an undisputed amount remains overdue. Interest and recovery costs may apply only to the extent stated in the Statement of Work and permitted by law.
5. Personnel and subcontractors
Veltrion may use suitably qualified personnel and subcontractors and remains responsible for their performance to the extent required by this Agreement. The parties will comply with applicable workplace, safety, anti-discrimination and modern slavery obligations.
Any non-solicitation restriction must be reasonable, separately stated in the Statement of Work and limited to what is necessary to protect legitimate interests.
6. Face-to-face fundraising services
- Campaigns will be delivered using agreed scripts, materials, locations, quality settings and reporting measures.
- Fundraisers must accurately identify themselves and the charity represented, provide required information and respect a member of the public’s decision to disengage.
- Veltrion will maintain recruitment, onboarding, training, coaching and issue-escalation processes appropriate to the campaign.
- The Client remains responsible for charity approvals, donation program terms and decisions reserved to it by law or the Statement of Work.
- The parties will promptly share relevant complaints, cancellations, incidents and quality information and cooperate on remediation.
7. Intellectual property
Each party retains ownership of intellectual property it owned or developed independently before the relevant Statement of Work (Background IP).
Unless a Statement of Work states otherwise, after full payment the Client owns bespoke deliverables created specifically for the Client, excluding Veltrion Background IP, generic know-how, tools, frameworks, libraries and reusable components. Veltrion grants the Client a perpetual, non-exclusive licence to embedded Veltrion Background IP to the extent required to use the paid deliverables.
Third-party materials remain subject to their applicable licence terms. The Client grants Veltrion a limited licence to use Client materials solely to deliver the services.
8. Confidentiality
Each party must protect the other party’s confidential information, use it only for the Agreement and disclose it only to personnel and advisers who need it and are bound by appropriate obligations. This does not apply to information lawfully known, independently developed, public through no breach or required to be disclosed by law.
On request or termination, confidential information must be returned or destroyed where reasonably practicable, subject to legal retention and secure backup processes.
9. Privacy, data and security
Each party must comply with applicable privacy and data-protection laws. The Statement of Work should identify whether Veltrion acts as an independent handler of information or processes personal information on the Client’s instructions.
Veltrion will use reasonable safeguards appropriate to the services and notify the Client without undue delay after confirming a material security incident affecting Client data. The parties will cooperate on assessment, containment, notification and remediation.
The Client must not provide sensitive information unless it is necessary, authorised and covered by agreed controls. Cross-border hosting, retention, deletion, data-return and audit requirements should be recorded in the Statement of Work or a data-processing schedule.
10. Warranties and Australian Consumer Law
Each party warrants it has authority to enter the Agreement. Veltrion warrants it will provide services with due care and skill and substantially in accordance with the applicable Statement of Work.
Nothing excludes, restricts or modifies a consumer guarantee, right or remedy that cannot lawfully be excluded. Any permitted limitation must be read subject to those non-excludable rights.
11. Liability and indemnities
Unless a Statement of Work states another amount, each party’s aggregate liability arising from an affected Statement of Work is limited to the fees paid or payable under that Statement of Work in the preceding 12 months. This cap does not apply to liability that cannot lawfully be limited or to any express carve-out in the Statement of Work.
Neither party is liable for indirect or consequential loss, loss of profit, revenue, goodwill or opportunity except to the extent such exclusion is prohibited by law or the loss forms part of an agreed indemnity. Each party must take reasonable steps to mitigate loss.
Any indemnity stated in a Statement of Work is to be interpreted proportionately and is limited to the third-party claims and circumstances expressly identified, subject to applicable defence-control and cooperation requirements.
12. Insurance
Each party will maintain insurance reasonably appropriate to its responsibilities and legal obligations. Any engagement-specific insurance types, limits or evidence requirements are stated in the applicable Statement of Work.
13. Term, suspension and termination
Either party may terminate an affected Statement of Work for material breach not remedied within 14 days after written notice, or immediately for insolvency where legally permitted. A Statement of Work may include termination for convenience and associated notice or committed-cost arrangements.
On termination, the Client must pay for services performed and approved commitments incurred to the termination date. Veltrion will provide paid deliverables and reasonable transition assistance at agreed rates. Accrued rights and clauses intended to survive remain effective.
14. Disputes
A party must first give written notice describing the dispute. Senior representatives will meet in good faith within 10 business days. If unresolved, the parties should attempt mediation in Perth before commencing proceedings, except for urgent interlocutory relief or debt recovery.
15. General
Neither party may assign the Agreement without consent not to be unreasonably withheld, except as part of a genuine corporate restructure or sale of substantially all relevant business assets with written notice.
Neither party is liable for delay caused by events beyond reasonable control, provided it notifies the other and takes reasonable steps to minimise impact. Notices must be sent to the contacts stated in the Statement of Work. The Agreement constitutes the entire agreement for its subject matter and may be signed electronically and in counterparts.
The Agreement is governed by the laws of Western Australia and the parties submit to the non-exclusive jurisdiction of its courts and applicable Commonwealth courts.