The Terms and Conditions outlines the structure and enforceability of all Client Service Agreements at Felcorp Support that engage dedicated full time staff.
a) A Service Agreement is legally binding only when it includes both:
b) Policy references
The Terms of Service may reference Felcorp Support organisation policies. All policy wordings will be read in conjunction with the Terms of Service (this policy) when referenced.
c) Policies we may reference include:
1) Engagement Letter signature by authorised party
The Client is required to sign the Engagement Letter for the Service Agreement to be in force.
2) Delivery of Terms of Service
a) The Terms of Service are a standardised document applicable to all Clients and form part of the Service Agreement once provided.
i) They must be issued to the Client in conjunction with the Engagement Letter.
ii) The Terms of Service do not require a separate signature.
iii) Once the Engagement Letter is signed and the Terms of Service are delivered, the Service Agreement is deemed in force as of the Engagement Letter signature date.
3) Agreement Structure
a) Service Agreements are structured on a 12‑month cycle.
b) The minimum notice period must be observed if the agreement is in its inception year.
c) Agreements commence on the 1st day of a calendar month.
d) Each year includes a formal review meeting no later than 60 days after the review date.
4) Renewal
a) Felcorp reserves the right but not the obligation to offer renewal terms.
b) The minimum notice period must be observed if the agreement is in its inception year.
c) Agreements commence on the 1st day of a calendar month.
d) Each year includes a formal review meeting no later than 60 days after the review date.
5) Minimum Term
When a Service Agreement is in its inception year, the minimum notice period will apply. The minimum term is 3 months from the designated staff allocation start date outlined in the Engagement Letter.
6) Notice Period
Clients may terminate with 30 days’ written notice after the minimum term has passed. No long‑term lock‑ins beyond this.
7) Pricing Reviews and Increases
a) Service pricing is reviewed annually during the contract review meeting.
b) Felcorp reserves the exclusive right to change the price of the published pricing tiers at any time.
c) Felcorp may adjust renewal pricing according to agreement performance and payment/breach history.
d) Felcorp must reasonably comply with the Pricing, Invoicing and Payment Policy.
8) Direct Debit
a) Direct Debit is our preferred payment method.
b) There are no fees charged‑back to the Client.
c) National Australia Bank (NAB) collects these fees directly via bank‑to‑bank process.
9) Invoicing
a) We may increase the invoice total by 20% where no direct debit arrangement exists.
b) Without a pre‑arranged Direct Debit, invoices must be paid in advance for the month.
c) If 2 payments in an engagement period are greater than 7 days late, we may require direct debit or apply a 20% late invoice premium for the remainder of the period.
d) We may immediately terminate the service with immediate notice (1 day) for payment default per Section 4.2 if direct debit cannot be undertaken.
10) Payments
a) Invoices are payable by the Invoice Due Date or by the direct debit date if pre‑arranged.
b) Standard term: 15 days from Invoice Due Date.
c) If payment is not received within 30 days of Invoice Due Date, we may immediately terminate and seek debt collection.
d) If 3 invoices are paid late in an agreement year, we will notify and seek remedies.
11) Hardship in event of Default
a) If the Client expects a reasonable chance of a Default…
b) Standard invoice term: 15 days from Invoice Due Date.
c) If payment not received within 30 days, we may immediately terminate and seek debt collection.
d) If 3 invoices are paid late in a year, we will notify and seek remedies.
12) Trial Process
a) Felcorp may offer a limited trial before a formal engagement.
b) Trials typically involve a defined number of standard jobs.
c) Trials depend on resource availability and feasibility.
d) Trial participation does not commence a formal agreement.
e) Felcorp may change the trial process or terms at any time.
13) No Exclusivity
Both parties agree to engage each other in a non‑exclusive manner.
) Termination by Contracting Party
a) Clients may terminate the Service Agreement at any time, provided the following conditions are met:
i) The 3-month minimum term has elapsed (if the agreement is in its inception year) and,
ii) A written notice period of at least 30 days is given.
2) Felcorp-Initiated Termination
a) Felcorp reserves the right to terminate a Service Agreement at its discretion in any of the following circumstances:
i) The Client has breached any condition in Schedule 5
ii) The Client has breached 3 Warranties within a 2-month period in Schedule 5,
iii) An incident has occurred in which the minimum compliance standards outlined in Schedule 1 were not observed by the Client.
iv) The Client has engaged in behaviour deemed unprofessional, abusive, or harmful to the wellbeing, safety, or dignity of Felcorp employees.
v) The Client fails to meet agreed financial obligations, including the failure to pay invoices within the stipulated payment terms of the engagement letter.
vi) The Client demands services that fall outside the agreed scope without mutual agreement or attempts to force material deviations without proper variation or approval.
vii) The Client’s conduct or business practices present a risk to Felcorp’s reputation, legal standing, or compliance obligations.
viii) The Client has reasonably breached Intellectual Property clause
3) Standard Termination Process
a) Written notice to the other party outlining termination and reason for termination.
b) Termination becomes effective at the end of the notice period unless otherwise agreed in writing.
c) Both parties remain obligated to finalise any outstanding deliverables, payments, or handovers during the notice period.
d) Upon termination, access to systems, data, and communication platforms will be revoked at the end of the notice period unless otherwise agreed.
Felcorp Paraplanning Pty Ltd All rights Reserved 10
4) Events for Immediate Termination
a) Felcorp reserves the right to terminate the agreement immediately, without the standard notice period, under the following circumstances:
i) Fraud, wilful misconduct, or gross negligence by the Client.
ii) A breach of acceptable behaviour (Point 11)
iii) Any illegal activity or violation of law by the Client involving the use of Felcorp services.
iv) Any credible threat to Felcorp's staff, data, or infrastructure security.
v) Any legal claim, threat or regulatory complaint.
vi) Reputational damage caused by the Client that materially impacts Felcorp’s operations.
1) Mid Term Staff Change
a) If during the agreement there is a staff change, the following must occur:
i) A written notice is sent to the Client outlining last day of allocation and the reason for the change,
ii) The Client is notified of their options to resolve the matter that includes clearly defined pricing adjustments, experience levels and any other material change in the agreement that may include scope or work, deliverables and standard operating procedures.
iii) Any amendment must be agreed to and the terms outlined in the notice replace any other similar stated term in the Terms of Service or in the original Engagement Letter,
iv) An Amendment notice must be provided that confirms the agreed changes.
2) Mid Term Staff Addition
a) If during the agreement there are requests for additional staff, the following must occur:
i) The Client is notified of the recruitment process and agrees to minimum acceptable terms (the terms will be sent within an email to the Client)
ii) Felcorp must follow the recruitment process of allocated staff hires which includes submission of recruitment assessments provided to the Client,
iii) The Client agrees in writing to the selected Candidate and the onboarding process will follow,
iv) An Amendment notice is provided to the Client confirming the agreed changes.
Felcorp Support retains essential discretionary authority over internal governance, operational decisions, and workforce oversight. These include:
a) The power to enforce internal HR policies, including but not limited to the recruitment, suspension, termination, or disciplinary action of any Felcorp employee.
b) The authority to override or disregard Client-directed instructions where such instructions pose a compliance, security, legal, reputational, or ethical risk to Felcorp, its staff, or its Clients.
c) The discretion to alter Felcorp’s internal operating structure, including team allocation, managerial assignments, and resourcing, provided that service continuity and scope are maintained.
d) The right to relocate Felcorp offices, change remote or in-office work arrangements, and reassign staff between physical locations or divisions without Client approval, where this does not materially impact service performance and obligations or where there is a material risk to staff safety.
e) The right to terminate this agreement in accordance with Section 4 and Schedule 4 and 5.
f) These discretionary powers form a core condition of this agreement and any attempt to challenge or limit these authorities constitutes a breach of condition.
1) Scope of Work
a) The scope of work forms part of the Engagement Letter.
b) Any service outside of scope must be separately requested and agreed upon in writing.
c) Out-of-scope work may incur additional fees.
d) Out-of-scope work may constitute a breach of warranty or condition depending on the context of the event.
1A) Service Deliverables
a) The details of the Service deliverables are indicated in Schedule 8 – Service Deliverables,
b) Felcorp must reasonably adhere to the stated deliverables,
c) Felcorp must notify the Client when the deliverables cannot be met or there is a change to the quoted deliverables.
2) Business Continuity
Felcorp must reasonably comply at all times to the Operations and BCP Policy.
3) Data Protection
Felcorp must reasonably comply at all times to the Data Protection Policy.
4) Privacy
Felcorp must reasonably comply at all times with the Privacy Policy.
5) Confidentiality
Felcorp must reasonably comply at all times to the Confidentiality Policy.
6) Cybersecurity
Felcorp must reasonably comply at all times to the Cybersecurity Policy.
7) Software and Tools
Felcorp must reasonably comply at all times to the Software and Tools Policy.
8) Data Analytics
Felcorp must reasonably comply at all times to the Data Analytics Policy.
9) Liability
Felcorp has limited liability in specific circumstances. Please see Schedule 3 for our limits on liability.
10) Force Majeure
Felcorp is not liable for service interruptions due to events beyond its control, including but not limited to natural disasters, war, cyberattacks, or legal changes.
11) Requirement to comply
Felcorp has a contractual requirement to comply to the above expectations. Failure to comply may constitute a breach of condition or warranty depending upon the circumstances and the effect on the specific performance on the agreement.
1) Duty of Care
a) Standard duty of care – Felcorp classifies that Clients that do not operate under Personal Advice obligations have a standard duty of care. The general terms of Duty of Care apply.
b) Heightened duty of care (Financial advisers only) – Felcorp classifies that financial advisers have a heightened duty of care over other areas of Felcorp clients. It is the adviser’s responsibility to be accountable for the advice provided to their client, the instructions given to all Felcorp staff and their own organisation and time management.
c) Sole responsibility for compliance-related activities – Felcorp classifies that all Clients are exclusively responsible for all regulatory, licensee and advice, accounting and consulting, contract and service-level agreement compliance activities.
d) Sole responsibility to review deliverables – It is the Client’s exclusive responsibility that they review the work produced by Felcorp staff and undertake diligence and care when reviewing documents.
e) Responsibility for workflow management – It is the Client’s responsibility that they are across their workflow, delegate tasks appropriately and take the initiative to follow up tasks that have missed their deadlines.
f) Expectation to support and lead staff to success – Felcorp expects that all Clients deal with Felcorp staff truthfully and assist them to help prevent them from making mistakes.
g) Expectation to prevent Felcorp staff from making unauthorised decisions – Felcorp expects that Clients do not lead Felcorp staff to make financial or tax advice decisions, practice management or compliance decisions.
h) Expectation to prevent Felcorp staff from making illegal or dangerous decisions – Felcorp expects that Clients do not lead Felcorp staff to make actions that could implicate Felcorp in illegal activities or end up posing a risk to the staff member’s safety, job security or legal rights.
2) Behaviour and Conduct
a) Clients must maintain professional, respectful, and lawful conduct in all interactions with Felcorp Support staff and management.
b) The following behaviours are strictly prohibited and may constitute grounds for immediate termination of the Service Agreement, as they are considered breaches of condition:
i) Intimidation, coercion, or manipulation of Felcorp staff.
ii) Use of threatening, demeaning, or abusive language, whether verbal, written, or implied.
iii) Transmission or sharing of inappropriate, explicit, or sexualised photographs, videos, or documents.
iv) Use of language or media that may be considered sexually suggestive, discriminatory, or offensive that has a reasonable intent to harm.
v) Disclosure of or request for overly personal, invasive, or emotionally manipulative information that violates the privacy rights of staff members.
vi) Repeated boundary violations or attempts to develop unprofessional or sexual relationships with Felcorp personnel.
vii) Any behaviour that creates a hostile, unsafe, or uncomfortable work environment.
c) Felcorp reserves the right to assess the severity of the incident and apply the appropriate contractual remedy, including immediate termination, service suspension, or escalation through dispute resolution channels.
3) Minimum Data Security Standards
Felcorp requires Clients to adhere to the minimum data and cyber security compliance standards. These are outlined in Schedule 1.
4) Minimum Professional Conduct and Compliance Standards
Felcorp requires Clients to adhere to the minimum professional conduct and compliance standards. These are outlined in Schedule 2.
1) Grievances
a) Any grievance raised by either party attributed to the other party, including those relating to staff conduct, communication, deliverables, or perceived fairness in service delivery, must follow the formal grievance process outlined in Schedule 6.
b) This process is mandatory for the handling of all concerns prior to the Internal Dispute Resolution escalation.
2) Internal Dispute Resolution
a) For all disputes related to the provision of Felcorp Support services, the internal dispute resolution (IDR) process will apply. Please see Schedule 7 for the IDR process.
3) Breach
a) A breach is defined in Section 2 definition. A breach is classified into two areas:
i. Breach of Condition (serious and fundamental breach of agreement) or
ii. Breach of Warranty (a non-essential breach to the agreement)
b) For the classification of a type of breach, please see Schedule 4.
4) Remedies
A remedy may apply upon a breach of agreement stipulated in Schedule 5.
1) Protection of Felcorp IP rights
a) All tools, templates, methodologies, training resources, and documentation and software that have been developed by Felcorp Support and provided to the Client either included in the service or as an entirely separate service agreement are the exclusive property of Felcorp Support.
b) The Client is granted a non-exclusive, non-transferable licence to use Felcorp-developed materials solely for internal business purposes during the term of the agreement. No materials may be copied, adapted, resold, or distributed beyond the scope of the agreement.
c) Felcorp Support retains total control, power, and authority to protect its property rights.
2) Protection of Client IP rights
All documents, data, and materials provided by the Client remain the exclusive property of the Client and must only be used by Felcorp Support for the purposes of service delivery under the Service Agreement.
3) Joint Developments
a) Where materials are co-developed during the service engagement, there must be an active intellectual property rights and/or licensing agreement outlining the following:
i) Clearly defined and listed protected components
ii) Non-disclosure terms
iii) Licensing terms (if any)
4) Third Party Tools
If third-party software or platforms are used in delivering services, the Client agrees to comply with the applicable licensing terms and conditions of those third-party providers.
1) Non-solicitation obligations by the Client
a) The Client must not, during the term of the Service Agreement and for a period of 12 months following its termination or expiry, directly or indirectly solicit, engage, or employ any Felcorp Support employee, officer, or contractor who has been involved in the provision of services to the Client.
b) This restriction applies regardless of whether the engagement is permanent, temporary, full-time, part-time, contractual, or consulting in nature.
2) Non-solicitation obligations on Felcorp Support
a) Felcorp Support must not, during the term of the Service Agreement and for a period of 12 months following its termination or expiry, directly or indirectly solicit, engage, or employ any employee, officer, or contractor of the Client who has been actively involved in the service relationship or project delivery.
b) This restriction applies to any individual employed or contracted by the Client who was known to Felcorp through the course of the engagement.
3) Public recruitment exemption
This clause does not apply where the affected individual responds to a bona fide public recruitment advertisement that was not intended to circumvent this clause and where no direct approach was made by the hiring party.
4) Obligation to prevent indirect solicitation
Each party must not encourage, influence, or facilitate (directly or through a third party) the resignation or termination of employment or engagement of the other party’s staff for the purpose of bypassing this clause.
5) Liquidated Damages
a) Felcorp agrees to pay damages equal to the last 6 months of the salary of the affected employee upon a breach.
b) The Client agrees to pay damages equal to the last 6 months of Felcorp fees of the specific allocated staff member upon a breach.
This section applies to the contracting party of the agreement. Should a breach or dispute occur directly arising from a failure to meet the minimum compliance standards, the contracting party waives their right to remedies sought in this agreement. This does not preclude the contracting party seeking remedies under law.
The contracting party agrees to adhere to the minimum standards in storing, handling, changing, transposing, transmitting, or otherwise manipulating Personal Identifiable Information (PII) in connection with the services provided by Felcorp Support.
a) Storage of Data
All PII data must be stored in a manner that meets the following criteria:
i. Stored within a secure cloud-based software system that encrypts files at rest using 256-bit AES encryption and protects data in transit using SSL/TLS encryption.
ii. The storage system must have a valid and current SOC II Type 2 or ISO27001 certification.
iii. Two-Factor Authentication (2FA) must be enabled for all users who have access to view or manipulate PII data.
iv. System must generate and retain user activity logs and session audit reports that track data access and administrative actions.
b) Email Security Standards
The contracting party agrees to enforce the following minimum email security protocols:
i. Sender Policy Framework (SPF) email authentication must be implemented and verified.
ii. Domain-based Message Authentication, Reporting & Conformance (DMARC) must be in place with policy set to p=quarantine or stricter.
iii. DomainKeys Identified Mail (DKIM) signing must be enabled with alignment to the same quarantine policy.
iv. Transport Layer Security (TLS) must be enforced for all email transmissions that contain or reference PII.
c) Transmission of PII via Email
i. The delivery or exchange of Personal Identifiable Information (PII) via all email falls outside the scope of Felcorp Support’s approved Standard Operating Procedures (SOPs).
ii. Any security incident, data breach, or compromise that results from the use of email to transmit PII—whether initiated by the contracting party or another external recipient—is the sole responsibility of the contracting party.
iii. Clients are strongly advised to use secure file transfer platforms or encrypted channels approved by Felcorp for all PII-related transmissions.
iv. Felcorp Support limits all liability for any outcomes arising from email-based transmission of PII, including interception, loss, misuse, or unauthorised disclosure. Please see Schedule 3 for further liability disclosures.
d) Access Control
The contracting party must enforce least-privilege access policies and ensure:
i. PII is only accessible to personnel with authorised roles directly involved in service delivery.
ii. Staff access rights are reviewed quarterly and updated immediately upon role change or departure.
iii. Administrative privileges are granted sparingly and tracked via a secure role-assignment protocol.
e) Breach Notification and Incident Handling
i. The contracting party must notify Felcorp Support within 72 hours of discovering any suspected or confirmed data breach that may impact shared systems, staff, or Client data.
ii. A written incident report must follow within 72 hours, outlining scope, impact, remedial steps, and planned prevention measures.
iii. Failure to comply with this incident protocol constitutes a breach of condition of the service agreement.
f) System Integrity and Updates
i. All systems used to store or process Felcorp-related data must maintain current security patching and software updates.
ii. Antivirus and threat detection software must be installed and updated regularly across all endpoints used for service delivery.
iii. Use of personal or unvetted devices to access Client data is strictly prohibited.
This section applies to the contracting party of the agreement. Should a breach or dispute occur directly arising from a failure to meet these minimum professional conduct and compliance standards, the contracting party waives their right to remedies sought under this agreement. This does not preclude the contracting party from seeking remedies under law.
The contracting party agrees to maintain and uphold the following minimum operational and professional standards to enable Felcorp Support staff to fulfil their responsibilities under the agreed scope of work:
a) Workflow Oversight and Review
i. The contracting party must maintain regular internal reviews of assigned work, task allocation, and delivery expectations to ensure clarity and alignment with project priorities.
ii. Any changes to workflow, process, or task priority must be communicated clearly and in writing.
iii. The Client must ensure staff availability or a designated point of contact to respond to Felcorp queries or clarification requests within a reasonable timeframe.
b) Minimum Practice Organisation
i. The contracting party must ensure that all work environments, data storage, Client files, templates, and resources are logically organised and accessible.
ii. Delays caused by Client-side file disorganisation, missing data, or ambiguous instructions are the responsibility of the contracting party.
iii. Where disorganisation directly affects staff productivity, delivery timelines, or data integrity, it may constitute a breach of this schedule.
c) Technological Competence
i. The Client must maintain access to functional and properly configured technology platforms necessary for Felcorp to perform the specified scope of work.
ii. Systems must be free from excessive downtime or latency caused by poor infrastructure, licensing issues, or unsupported tools.
iii. Clients must ensure Felcorp staff are provided with adequate credentials, software access, and training on all Client-specific platforms or workflows.
d) Staff Instruction and Direction
i. The contracting party must provide reasonable instruction, onboarding support, and workflow context to Felcorp Support staff assigned to their engagement.
ii. Staff should not be expected to deliver outcomes based on assumptions, inconsistent direction, or undocumented expectations.
iii. Adequate induction, task explanations, and communication of Client-specific preferences are a necessary component of performance success.
This schedule defines the circumstances and boundaries within which Felcorp Support may be held liable under the Service Agreement. These limitations apply unless otherwise agreed to in writing or required by law.
a) Regulatory Compliance
Felcorp Support is not liable for any consequence, penalty, or loss arising from regulatory enforcement, investigation, or failure to comply with obligations imposed by:
i. ASIC, CPA Australia, APRA, TPB, AUSTRAC, the Client’s AFSL holder, or any professional standards body; or
ii. Any domestic or international legal or regulatory authority, where the allocated Felcorp staff member was acting in accordance with the documented instructions or Standard Operating Procedures of the Client.
b) Responsibility of Advice
Felcorp Support is not liable for any consequence, penalty, or loss arising from a complaint, dispute, claim, or otherwise from the Client’s specific client engagement in which advice was prepared by Felcorp Support.
Further, Felcorp has no liability for the following:
i) An error or omission observed in an advice, consulting, or tax document that was not observed and rectified by the Client,
ii) Instructions by the Client to prepare the document in a certain way and which was followed by Felcorp staff as specifically instructed.
c) Cyber-related Incidents
Felcorp Support is not liable for any incident resulting in data loss, security breach, or operational disruption if the cause or contributing action was:
i. Attributable to the contracting party, their systems, and management that results in:
• Insecure credential management (e.g. shared or weak passwords)
• Unauthorised data transfers or use of unsanctioned tools
• Improper permission or access-sharing
• Failure to apply required security configurations
• Use of unpatched, outdated, or unsupported systems
• Phishing, ransomware, or social engineering compromises
• Spam or spoofing originating from Client-controlled systems
• Poor or absent enforcement of Schedule 1 – Minimum Compliance Standards
ii. Felcorp Support shall not be held contributorily liable:
Any cyber-related incident where Felcorp Support did not have full administrative control of the relevant systems, was not granted prior access, or where the incident arose from conditions or configurations outside Felcorp’s knowledge or influence. This includes scenarios where Felcorp staff followed all applicable Standard Operating Procedures of both Felcorp and the Client, and where a reasonable party in the same position could not have reasonably prevented the incident from occurring.
iii. Scope of Application
This limitation applies regardless of the type of impact caused, including:
• Data loss
• Reputational harm
• Financial penalties
• Legal action or regulatory review
d) Indirect or Consequential Losses
Felcorp Support is not liable for:
• Loss of profits, revenue, goodwill, or business opportunity
• Indirect, incidental, or special damages
• Costs incurred in remediation where Felcorp was not directly responsible
e) Maximum Financial Liability
Felcorp Support’s financial liability is strictly limited to $0 in all cases where the incident, loss, damage, regulatory consequence, reputational impact, or legal cost is materially attributable—either in full or in majority—to the actions, omissions, or environment of the contracting party during the agreement period.
This limitation includes, but is not limited to:
• Cases where the contracting party failed to implement or enforce Schedule 1 – Minimum Data Security Compliance Standards.
• Cases where Felcorp staff operated under the direction, SOPs, or access environment provided by the Client.
• Situations where Felcorp had no exclusive control or authority over the systems or process that triggered the incident.
This clause does not preclude the Client from seeking remedies available under Australian law in certain circumstances.
f) Time Limit to Claim
No claim may be brought against Felcorp Support later than:
• One year from the date the contracting party became aware; or
• Three years from the date the incident or breach actually occurred, whichever occurs first.
g) Burden of Proof and Independent Assessment
To substantiate a claim of liability against Felcorp Support, the contracting party must obtain a written opinion referencing direct audit reports, data, and other clear records that can attribute a party to liability from an independent and suitably qualified third-party professional. Further to this, it must be proved that:
i. A reasonable person in the same position, with access to all material facts, would conclude that Felcorp Support’s actions directly caused the incident; and
ii. In the case of a regulatory breach, it was not caused by the Client’s failure to meet regulatory duties or obligations.
iii. In the case of a data security breach, it was not caused by the Client's failure to adhere to Schedule 1 – Minimum Data Security Compliance Standards and their actions played no part in the data security breach.
This schedule outlines the available contractual remedies in the event of a breach of agreement by either party. The appropriate remedy will depend on the breach classification defined in Schedule 4.
A. Remedies for Breach of Condition
Applied in cases of serious, fundamental breach.
B. Remedies for Breach of Warranty
Applied in cases of minor, isolated, or procedural breach.
This schedule outlines examples of breaches of the Service Agreement, classifies them as either a Breach of Condition or Breach of Warranty, and specifies the contractual remedy available under Schedule 5.
A. Breach of Condition
At the discretion of Felcorp Support management, we may impose a different remedy depending on the nature of the incident, the severity, and the behaviour of the contracting party up until the incident.
The breach does not automatically warrant an immediate remedy action simply because it is listed below. Factors that must be considered include:
• Probability of occurring
• Risk of the breach and the impact on the associated parties
• Financial impact of the breach
• Impact on specific performance
• Likelihood of additional breaches
• Behaviour and conduct of the breaching party
B. Breach of Warranty
A breach of warranty is defined as minor grievances, issues, or events that do not materially affect specific performance or expose the non-breaching party to a reasonable likelihood of risk.
This schedule outlines the process for raising, managing, and responding to formal grievances between the contracting party and Felcorp Support. The objective of this process is to ensure that concerns are handled fairly, professionally, and efficiently.
a) Scope of Grievance Process
This process applies to all grievances raised by either party in relation to:
• Staff behaviour or conduct
• Service quality or deliverables
• Communication issues
• Misalignment on scope, timelines, or responsibilities
• Any concern affecting the fair performance of the Service Agreement
b) Grievance Submission Procedure
i) Grievances must be submitted in writing via email to the team manager or directly to Felcorp Senior Management.
ii) The written grievance must include:
• A clear and factual description of the issue
• The date the issue occurred or was discovered
• The names of any staff involved (if applicable)
• Any supporting documentation (e.g. screenshots, emails, deliverables)
• The resolution or outcome being sought
iii) Anonymous or verbal grievances will not be formally recorded unless escalated internally through an authorised Felcorp manager.
c) Felcorp’s Response Process
i) Felcorp Support will acknowledge receipt of the grievance within 2 business days.
ii) A nominated grievance officer or division manager will investigate the matter. This may involve:
• Reviewing relevant communications and files
• Speaking with Felcorp staff involved
• Requesting clarification from the contracting party
iii) A written response will be provided within 7 business days of the original grievance submission, unless additional time is needed for complex issues (in which case the Client will be notified).
d) Unsatisfactory Resolution
If the contracting party is not satisfied with the grievance outcome, they may request escalation to the Internal Dispute Resolution (IDR) process described and detailed in Schedule 7 (if applicable). This escalation must be requested within 5 business days of receiving Felcorp’s written response.
This schedule outlines the formal Internal Dispute Resolution (IDR) process to be followed when a grievance remains unresolved following the procedure outlined in Schedule 6. The IDR process is designed to ensure fairness, impartiality, and transparency, and is administered with independent third-party oversight.
a) When the IDR Process Applies
The IDR process may be triggered if:
• A grievance has been submitted and reviewed in accordance with Schedule 6; and
• The contracting party has received a written response; and
• The outcome is deemed unsatisfactory by the contracting party, and they request escalation within 5 business days of receiving the outcome.
b) IDR Cost Coverage
Felcorp Support will contribute up to 50% of the cost and to an upper limit of $3,000 AUD (inclusive of GST) toward the total cost of the IDR process, including mediator fees or external review costs. Any costs above this limit are to be shared equally by both parties unless otherwise agreed in writing.
c) Independent Oversight
An independent third party will be jointly selected to oversee the IDR process. This third party must:
• Be impartial and free from conflicts of interest.
• Be professionally qualified to conduct dispute resolution (e.g. mediator, arbitrator, governance expert).
• Have no previous involvement in the original grievance or daily service delivery.
d) Submission Requirements
To proceed with the IDR process, the initiating party must submit:
• A formal request for IDR escalation.
• A detailed account of the original grievance, including all supporting documentation.
• Evidence substantiating the basis of the dispute (e.g. communication records, deliverables, system logs, or policy references).
Claims must be based on documented facts. Assertions that are speculative or unsupported may be rejected.
e) Procedure and Timelines
f) Resolution Outcomes
i) Resolved – A formal resolution agreement will be signed, outlining the terms, any corrective measures, and implementation timelines.
ii) Unresolved – If resolution cannot be reached, either party may pursue formal legal escalation. This process does not limit rights under Australian consumer, contract, or common law.
1. Full Time Staff
a) Felcorp Support allocates full-time staff employed through its subsidiaries in the Philippines or India, under contracts compliant with local employment laws. Your allocated staff are employees of Felcorp Support but work under your direction (subject to term and conditions).
b) Felcorp Support facilitates the success of your allocated staff by facilitating workflow management, peer review and quality assurance audit activities, daily staff supervision, training, professional development, performance review, HR duties and process improvement.
c) While Felcorp does not generally interfere or deny workflow requests, we do report on and enforce compliance activities as well as ask our clients to observe our minimum standards. See Terms of Services for more information.
2. Felcorp Philippines Operations
a) Staff Employment Details
Your allocated staff are employed within the Felcorp Philippines BPO which have the following details: