Terms of Service — Newport Pembury & Co

1. Services Description

Newport Pembury & Co provides fractional CFO advisory and M&A advisory services to companies in the $5M–$50M revenue range. Our services include, but are not limited to:

Fractional CFO partnerships and strategic financial leadership
M&A advisory including transaction structuring and due diligence support
Cash flow forecasting and financial strategy
Systems and digital transformation advisory
Business consultation and financial guidance

The specific scope, deliverables, and engagement structure are defined in a formal engagement letter or statement of work agreed upon by both parties prior to the commencement of services.

2. Engagement Terms

All advisory services are provided subject to the execution of a written engagement agreement between Newport Pembury & Co and the Client. Services commence upon written agreement and mutual consent. Engagement terms shall include:

Scope of services and deliverables
Fee structure and payment terms
Engagement duration and termination provisions
Confidentiality obligations
Limitation of liability provisions

These Terms of Service supplement and do not supersede any written engagement agreement. In the event of a conflict between these Terms and a specific engagement letter, the engagement letter shall prevail.

For information about how we handle your personal data during an engagement, please refer to our Privacy Policy.

3. Confidentiality

Newport Pembury & Co acknowledges that during the course of providing services, we will have access to confidential, proprietary, and sensitive client information. We commit to:

Treat all client information as strictly confidential
Limit access to client information to our team members on a need-to-know basis
Not disclose client information to third parties without prior written consent, except where required by law
Implement appropriate safeguards to protect the security and integrity of client data
Return or securely destroy all client materials upon engagement termination

This confidentiality obligation survives the termination of our engagement and remains in effect for a period of three years following the conclusion of services, or as otherwise specified in the engagement agreement.

4. Limitation of Liability

Newport Pembury & Co provides advisory services based on information available at the time of engagement and our professional judgment. Our services are advisory in nature and do not constitute a guarantee of specific business outcomes or financial results.

To the maximum extent permitted by law:

Newport Pembury & Co shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising from our services
Our total liability for any claim arising from or related to our services shall not exceed the fees paid by the client to Newport Pembury & Co in the 12 months preceding the claim
The client assumes full responsibility for decisions made based on our advice and recommendations
We recommend clients seek independent legal, tax, and accounting advice before taking action on our recommendations

5. Indemnification

The Client agrees to indemnify and hold harmless Newport Pembury & Co, its directors, employees, and contractors from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

The Client's use of our advisory services or work product
The Client's breach of these Terms or any engagement agreement
Any third-party claims arising from decisions made by the Client based on our advice

This indemnification shall not apply to the extent that a claim arises directly from Newport Pembury & Co's negligence or wilful misconduct.

6. Intellectual Property

All work product, reports, analyses, frameworks, and recommendations delivered by Newport Pembury & Co during the engagement remain our intellectual property unless otherwise specified in the engagement agreement. However:

The client may use our work product for internal business purposes during and after the engagement
The client shall not reproduce, distribute, or resell our work product without our prior written consent
Any methodologies, templates, or tools we develop during engagement remain our property and may be used in our service delivery to other clients
Client retains ownership of all materials, data, and information provided to us

7. Dispute Resolution

In the event of a dispute arising from or in connection with these Terms or any engagement, the parties agree to the following process before commencing court proceedings:

Negotiation: The parties will first attempt to resolve the dispute through good-faith negotiation within 14 days of written notice of the dispute.
Mediation: If negotiation is unsuccessful, the parties will submit the dispute to mediation administered by the Australian Disputes Centre (ADC) in Sydney, NSW, before a single mediator agreed upon by both parties (or appointed by ADC).
Litigation: If mediation does not resolve the dispute within 30 days, either party may commence court proceedings.

Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court of competent jurisdiction.

8. Governing Law and Jurisdiction

These Terms of Service and all engagements with Newport Pembury & Co are governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of law provisions.

Both parties submit to the exclusive jurisdiction of the courts of New South Wales for the resolution of any disputes arising from these Terms or our engagement. This choice of law and jurisdiction does not limit any rights the client may have under the Australian Consumer Law or other applicable consumer protection legislation.

9. Limitation of Engagement Scope

Unless expressly agreed in writing, Newport Pembury & Co does not provide:

Accounting or tax preparation services (we recommend engaging your accountant or tax advisor)
Legal advice (we recommend engaging legal counsel)
Internal audit or compliance services
Ongoing bookkeeping or transaction recording

Any observations regarding accounting, tax, or legal matters are provided for informational purposes and should be verified with appropriate professionals.

10. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms or any engagement agreement where such delay or failure arises from circumstances beyond that party's reasonable control, including but not limited to: natural disasters, pandemics, government actions, power failures, internet outages, or industrial disputes. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

11. Termination

Either party may terminate an engagement by providing written notice as specified in the engagement agreement. Upon termination:

The client remains obligated to pay fees for all services rendered through the termination date
Newport Pembury & Co will transition deliverables and materials in an orderly manner
Confidentiality and intellectual property obligations survive termination

12. Changes to These Terms

Newport Pembury & Co reserves the right to update these Terms of Service from time to time. We will provide at least 30 days' notice of material changes by email to clients with active engagements. For non-material changes, updated Terms will be posted to this page with a revised "Last updated" date. Continued engagement following such changes constitutes acceptance of the updated Terms. We encourage clients to review these Terms periodically.

13. Contact

If you have any questions about these Terms of Service or wish to discuss your engagement, please contact us:

Email: hello@newportpembury.com.au
Address: Sydney, Australia