Impressd Consulting Service Agreement

Last Updated: 11/12/2025

IMPORTANT: ACCEPTANCE OF TERMS By processing the security deposit payment of $1,000 AUD to Impressd Consulting Pty Ltd, you ("The Client") irrevocably acknowledge that you have read, understood, and agree to be bound by the following Service Agreement in its entirety. You further acknowledge that the individual processing this payment has the authority to bind the Client Company and, in accordance with Clause 14, accepts personal liability as a Director Guarantor.

1. Scope of Services

Impressd Consulting agrees to provide remote, Australian-based, commission-only solar and battery sales professionals (“Sales Representatives”) to conduct inbound sales calls and virtual appointments exclusively. All sales activities performed under this Agreement shall be conducted remotely through telephone, video call, SMS, email, or approved digital communication platforms. No door-to-door activity, on-site inspections, field visits, or in-person sales work shall be required or expected of Impressd Consulting or its representatives at any time.

The Parties acknowledge and agree that Impressd Consulting shall participate solely in the handling, management, and closing of inbound appointments that have been booked and confirmed either by the Client, the Client’s nominated marketing partner, or Impressd Consulting’s own inbound lead channels (where applicable). Impressd Consulting shall not undertake any outbound prospecting, cold calling, door knocking, or rehash activity unless expressly documented in writing.

The Client must provide Impressd Consulting with a genuine and current base system price for each product configuration offered, exclusive of all commissions, margin, uplift, or adjustment of any kind. Impressd Consulting shall present proposals to end-customers using these base prices and shall apply its own commercial margin above the base price at its sole discretion. Impressd Consulting retains 100% of all uplift, spread, or margin derived from the difference between the Client’s base price and the final retail price accepted by the customer. The Client acknowledges that Impressd Consulting’s margin structure is commercially confidential and is not required to be disclosed.

Impressd Consulting’s responsibilities include, without limitation, managing all inbound sales appointments including confirmation, presentation, objection handling, negotiation, and closing; conducting product-aligned sales consultations strictly in accordance with the Client’s specifications and compliance requirements; performing follow-ups arising directly from inbound appointments; guiding customers through contract signature and deposit payment; ensuring accurate and professional representation of the Client’s products, pricing, and offering; maintaining consistent CRM updates, structured reporting, and pipeline visibility; and escalating installation constraints, compliance concerns, or technical issues as reasonably required.

The Client acknowledges that all external marketing activities, lead-generation practices, and appointment-setting mechanisms are outside the control of Impressd Consulting. Impressd Consulting shall not be held liable for any performance deficiencies, irregularities, or customer issues arising from the Client’s marketing channels, appointment setters, advertising agency, or third-party vendors.

Impressd Consulting’s Sales Representatives shall maintain professional conduct consistent with Impressd Consulting’s internal standards, the Client’s brand guidelines, and all relevant obligations under the Clean Energy Council, Solar Victoria, Australian Consumer Law, and applicable Federal and State requirements. Impressd Consulting may decline to present, quote, or close any customer where technical viability, regulatory non-compliance, or ethical concerns exist.

The Client must ensure that Impressd Consulting receives, in a timely manner, secure CRM access; accurate and up-to-date price lists, product disclosures, STC calculations, and proposal templates; installation partner availability and service area limitations; current rebate eligibility criteria; and all documents required for precise representation of the Client’s offering. Impressd Consulting shall not be liable for delays, quoting errors, customer dissatisfaction, or lost deals that arise due to incomplete onboarding, missing data, or inaccurate information supplied by the Client.

Nothing in this Agreement shall be construed as limiting Impressd Consulting’s discretion in determining retail pricing, commercial margins, or customer-facing strategy, provided the Client’s base pricing is honoured. Impressd Consulting shall not be required to disclose its final sell price, margin structure, or internal pricing processes to the Client.

2. Commission & Dynamic Pricing Structure

The Parties agree that all compensation payable to Impressd Consulting shall be derived exclusively from the difference between the base price supplied by the Client and the final sale price presented to and accepted by the end-customer. Impressd Consulting shall retain one hundred percent (100%) of this difference as its commercial margin (“Commission”).

To ensure commercial viability, Impressd Consulting shall apply no less than the following minimum margins unless otherwise agreed in writing: a minimum uplift of one thousand five hundred dollars ($1,500) per installed battery system, and a minimum uplift of one hundred and fifty dollars ($150) per kilowatt (kW) installed for solar systems. These minimum thresholds apply regardless of sales channel, product category, configuration, or customer type.

The Client must provide genuine, consistent, and up-to-date base prices exclusive of all lifts, commissions, markups, rebates, or hidden adjustments of any kind, together with written updates within twenty-four (24) hours of any price change, and all product, compliance, and configuration information required for accurate quoting. If the Client alters base prices without notice, Impressd Consulting may revise its margins and selling strategy at its sole discretion.

All amounts charged above the Client’s base price—whether arising from withheld discounts, optional upgrades, customer-driven variations, negotiated uplifts, strategic pricing adjustments, or any other commercial enhancement—remain the sole property of Impressd Consulting. The Client acknowledges and agrees that Impressd Consulting is not required to disclose its final sell price to the Client, that no sharing mechanism shall apply to margins above the agreed minimum thresholds, that commissions are not calculated per kW, per battery, or per system but strictly through uplift, and that Impressd Consulting’s internal margin structure is commercially confidential.

The Client shall ensure Impressd Consulting receives complete visibility into system configuration, installation viability, deposit receipts, installation progress, customer changes or variations, and all other information reasonably required to perform accurate sales consultations. Failure to provide accurate or timely information may result in delayed quoting, diminished performance, or suspension of services at Impressd Consulting’s discretion.

3. Engagement Terms

This Agreement operates on a month-to-month basis with a minimum notice period of thirty (30) days required by either party for cessation of services. Cessation shall take effect thirty (30) days after receipt of written notice.

The Client, or its appointed appointment setter, must provide a minimum of one hundred (100) qualified and confirmed sales appointments per calendar month. Should fewer than 100 qualified appointments be provided, a make-up fee of fifty dollars ($50) shall apply per appointment shortfall. A minimum appointment show rate of seventy-five percent (75%) must be maintained; failure to meet this threshold will attract a fee of fifty dollars ($50) for each no-show appointment.

All appointments must be booked directly into Impressd Consulting’s shared calendar or approved scheduling platform to ensure full transparency. Impressd Consulting’s representatives shall exclusively represent the Client throughout the engagement period unless otherwise agreed in writing.

Before the commencement of services, the Client must pay a fully refundable security deposit of one thousand dollars ($1,000 AUD). The deposit ensures mutual accountability and will be credited toward the first valid commission invoice once qualifying sales are achieved. No representative placement, CRM access, or sales activity will commence until the deposit has been received and confirmed.

The Client hereby provides Impressd Consulting with an irrevocable authority to securely store the payment card details provided for the initial security deposit or other nominated payment method, and to automatically charge this method for all amounts due under this Agreement, including but not limited to the make-up fees, no-show fees, and the fifty percent (50%) upfront commission stage as stipulated in Clause 4, upon the issuing of a valid weekly invoice.

4. Commission Payouts

Commissions shall be payable in two equal stages: (a) fifty percent (50%) upon receipt of the signed customer contract and confirmation of deposit remittance to the Client; and (b) fifty percent (50%) upon confirmation of installation completion and final payment from the end-customer. For the first commission stage (a), Impressd Consulting is irrevocably authorised to automatically process the fifty percent (50%) commission charge to the Client's nominated payment card or account upon confirmation that the customer has executed the contract and the Client has received the corresponding customer deposit.

Notwithstanding the above, if an installation has not been completed within four (4) weeks from the earlier of (i) the date the customer pays their deposit, or (ii) the scheduled installation date (if provided), Impressd Consulting shall be legally entitled to invoice the remaining fifty percent (50%) commission in full. This clause ensures commissions are not withheld due to operational, scheduling, or fulfilment delays outside the control of Impressd Consulting.

Invoices shall be issued weekly each Friday for all qualifying deals closed or installed during the preceding week and shall carry a seven (7) day payment term. Any invoice unpaid beyond fourteen (14) days from the due date shall accrue interest at a rate of five percent (5%) per month, calculated daily and compounding monthly.

If payment remains outstanding after fourteen (14) days, Impressd Consulting may immediately suspend all work, including handling of appointments, CRM access, and deal management, until all arrears are cleared. Access to Impressd Consulting systems and representatives will be revoked during suspension. Continued non-payment beyond thirty (30) days constitutes a material breach entitling Impressd Consulting to terminate the Agreement immediately and recover all outstanding balances plus associated legal and administrative costs. Impressd Consulting may, at its discretion, reassign or retain active deals pending payment resolution.

The Client remains liable for all commissions earned prior to termination and for thirty (30) days thereafter in respect of deals closed prior to termination.

5. Non-Viable Installations

If, after contract execution and deposit receipt, an installation is later deemed technically non-viable, Impressd Consulting shall remain entitled to fifty percent (50%) of the agreed commission for that transaction as compensation for time expended, sales effort, administrative processing, and opportunity cost.

6. Onboarding and Access

Prior to commencement, the Client must conduct a minimum three-hour training session with Impressd Consulting’s assigned representative, provide secure access to relevant CRM and proposal systems (including but not limited to Pylon, Open Solar, or equivalent), and supply current price lists, templates, and documents required for accurate representation. Impressd Consulting shall not be liable for delays, inaccuracies, or diminished performance arising from incomplete onboarding or restricted access.

7. Pricing Integrity and Fair Trading

The Client must maintain genuine, market-aligned base pricing and is strictly prohibited from inflating, manipulating, or artificially increasing system prices, battery prices, installation charges, or any other component of the base price for the purpose of reducing, limiting, offsetting, or concealing the commercial margin payable to Impressd Consulting. The Client must not modify customer quotations, fabricate additional costs, adjust STC values, alter rebates, or introduce arbitrary price variations designed to interfere with Impressd Consulting’s uplift-based compensation model. Any such conduct constitutes a deliberate and material breach of this Agreement and may amount to misleading or deceptive conduct under the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law.

Where Impressd Consulting reasonably believes that the Client has engaged in price manipulation, artificial inflation of base prices, concealment of genuine wholesale or installation costs, or any practice intended to reduce Impressd Consulting’s commercial margin, Impressd Consulting may immediately terminate this Agreement without notice. The Client shall forfeit any deposits, commissions, credits, or residual entitlements otherwise payable to it, and Impressd Consulting shall be entitled to recover liquidated damages equivalent to three (3) months of average gross commission revenue generated under this Agreement, or such greater amount as may be proven at law.

Further, where such conduct is discovered retrospectively, Impressd Consulting shall be entitled to recover, on a retroactive basis, all commercial losses, margin reductions, or financial detriment suffered for any affected transactions occurring within the preceding three (3) months, including but not limited to the difference between the artificially inflated base price and the genuine market-consistent base price that should reasonably have been supplied.

The Client indemnifies Impressd Consulting in full for all losses, regulatory penalties, legal expenses, administrative costs, and consequential damages arising directly or indirectly from any breach of this clause, whether discovered contemporaneously or after the fact.

8. Termination and Continuing Obligations

Either party may terminate this Agreement with thirty (30) days’ written notice. Impressd Consulting may terminate immediately in the event of non-payment, material breach, insolvency, or misconduct. Upon termination, all confidential and proprietary materials must be returned or destroyed within seven (7) days. All commissions earned prior to termination remain payable in full together with commissions relating to deals closed prior to the cessation date.

9. Confidentiality and Intellectual Property

Both parties agree to maintain strict confidentiality over all commercial, operational, and customer data obtained during the engagement. All intellectual property, scripts, frameworks, CRM systems, and materials developed by Impressd Consulting remain its exclusive property. The Client shall not copy, modify, or use such materials beyond the scope of this Agreement. Confidentiality obligations survive for thirty-six (36) months post-termination. Impressd’s materials may not be used to train artificial intelligence, automation tools, or external teams without prior written consent.

10. Liability and Indemnity

Impressd Consulting’s aggregate liability under this Agreement, whether in contract or tort, shall be limited to the total commissions earned during the three (3) months immediately preceding the claim. Neither party shall be liable for indirect or consequential losses, including lost profits or opportunity. Each party indemnifies the other against losses arising from its own breach, negligence, or wilful misconduct. No party shall be liable for performance delays or failures due to circumstances beyond its reasonable control, including force majeure.

11. Non-Circumvention and Non-Solicitation

The Client agrees that during the term of this Agreement and for thirty-six (36) months thereafter, it shall not directly or indirectly employ, engage, solicit, or contract with any sales representative, contractor, or employee introduced or managed by Impressd Consulting. Nor shall the Client enter into any commercial arrangement intended to circumvent Impressd Consulting’s role. Breach of this clause constitutes a material breach and entitles Impressd Consulting to injunctive relief and liquidated damages equivalent to six (6) months of average commission revenue or such greater amount as may be proven at law.

12. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia. Both parties irrevocably submit to the exclusive jurisdiction of the Victorian courts.

13. Entire Agreement and Variation

This Agreement constitutes the entire understanding between the parties and supersedes all prior proposals, negotiations, or representations. No amendment shall be valid unless in writing and executed by both parties. If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. Personal Guarantee and Director Liability

The undersigned Director(s) (or the payer of the deposit acting on behalf of the Directors) of the Client Company personally guarantee and undertake to Impressd Consulting that all amounts payable under this Agreement, including commissions, fees, and damages, shall be paid in full notwithstanding any liquidation, administration, or insolvency of the Client. This guarantee is continuing and irrevocable until all obligations are discharged. Impressd Consulting may recover directly from the Director(s) without first seeking payment from the Company. Where multiple Directors exist, liability shall be joint and several. The Client acknowledges having read and understood this Agreement and had the opportunity to seek independent legal advice prior to payment.

15. Dispute Resolution

In the event of a dispute, both parties shall use best endeavours to resolve the matter in good faith within ten (10) business days of written notice. Failing resolution, the dispute shall be referred to mediation administered by the Law Institute of Victoria before litigation. Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief to protect its rights.

Contact Information Impressd Consulting Pty Ltd ABN: 40 948 406 520 154 Cremorne Street, Cremorne VIC hello@impressd.co +61 488 476 030