Consulting agreement, operations review of three bakeries

Consulting agreement

An advisory firm reviews three bakeries over seven weeks. What makes this agreement useful is not the fee clause but the two clauses that say what the advice is not.

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Consulting agreement
Engagement starting 14 September 2026

Operations Review, Three Bakeries

Between Halvorsen Advisory and the Kettle and Fen Group

Prepared by
Halvorsen Advisory Pty Ltd
Date
Engagement starting 14 September 2026
Parties

This consulting agreement is made on 4 September 2026 between Halvorsen Advisory Pty Ltd, ABN 46 208 771 590, of 2 Bond Street, South Melbourne VIC 3205, called the Consultant, and Kettle and Fen Group Pty Ltd, ABN 33 651 004 218, of 91 Sydney Road, Brunswick VIC 3056, called the Client.

1. The engagement
1.1
What we are being asked to do
Review how the three bakeries the Client operates at Brunswick, Preston and Yarraville are run, covering labour rostering, production scheduling, waste and yield, and report on where margin is being lost.
1.2
Who will do it
Ingrid Halvorsen leads the engagement and is on site for all six site days. Marcus Petrou carries out the data analysis. Neither is replaced without written agreement from the Client.
1.3
This is not employment
The Consultant is an independent business. Nothing here creates employment, partnership or agency, and neither consultant is entitled to leave or any other employee benefit.
1.4
Not exclusive
The Consultant may take other work during this engagement, subject to clause 6, and the Client may engage anyone else it wishes on the same subject.
2. Deliverables
Deliverable
Form
Due
Baseline findings across three sites
Written report, about 18 pages
25 Sep 2026
Labour model and roster options
Spreadsheet, three scenarios
9 Oct 2026
Waste and yield findings
Written memo, about 5 pages
16 Oct 2026
Recommendations
Presented to the board
30 Oct 2026
Implementation checklist
Two page checklist
6 Nov 2026
2.1
How the work runs
The engagement runs to the sequence below. Dates move only by written agreement, and a delay caused by access or data being late moves every later date by the same number of business days.
Week 1, from 14 September
On site at all three bakeries, two days each, covering a full trading day and a full production night at every site.
Weeks 2 and 3
Point of sale and payroll data analysed, fourteen staff interviewed, and waste weighed and logged for ten consecutive trading days.
Week 5
Draft findings tested with the three site managers before anything is put in front of the board, so factual errors are caught early.
Week 7, 30 October
Recommendations presented to the board, followed a week later by the implementation checklist.
3. Fees and expenses
3.1
Day rate
Work is charged at $2,400 a day plus GST for either consultant, in half day units. A day means seven hours of work, whether on site, in interviews or in analysis.
3.2
Estimate and cap
The engagement is estimated at 22 days, or $52,800 plus GST. The Consultant will not exceed 24 days without written approval from the Client, and will tell the Client as soon as it becomes likely that 20 days will be passed.
3.3
Expenses
Travel between the three sites is included in the day rate. Anything else, such as an external data extract fee, is charged at cost with a receipt and only when agreed in advance in writing.
3.4
Invoicing
The Consultant invoices at the end of each month for days worked in that month, listing the dates and what was done on each. Payment is due 14 days from invoice.
4. What the Client provides
1
One sponsor who can decide
Nadia Kettle is the single point of contact and can approve access, scope and payment without going elsewhere. Advice slows to a halt when three people have to agree to a meeting.
2
Access to staff during paid time
Interviews are 45 minutes, arranged during shifts and paid by the Client. Staff are told the review is about the process, not about individuals.
3
Data within five business days
Point of sale exports, payroll reports and supplier invoices for the last 12 months, in the format they come out of the system, not reformatted.
4
Decisions within five business days
Where a deliverable needs a decision to progress, the Client responds within five business days or the following dates move accordingly.
5. Advice, and its limits
5.1
Based on what we are given
Findings rest on the information the Client supplies and on what is observed during the site days. The Consultant does not audit or independently verify that information, and says so in each deliverable.
5.2
No guaranteed result
Recommendations are advice. Whether margin improves depends on decisions the Client makes and on trading conditions, so no financial outcome is promised or warranted.
5.3
Who may rely on it
Deliverables are prepared for the board of the Client and may not be given to a lender, a purchaser or any other third party as a basis for a decision, without written consent from the Consultant.
5.4
Liability
The total liability of the Consultant under this agreement is capped at the fees actually paid under it. The cap does not apply to fraud or to anything that cannot be limited by law.
6. Conflicts of interest
6.1
Declaring one
The Consultant declares any actual or possible conflict within five business days of becoming aware of it, in writing, and stops work on the affected part until the Client responds.
6.2
Other bakery clients
The Consultant will not advise another retail bakery trading within five kilometres of any of the three sites, during this engagement and for twelve months after it ends. Work with bakeries outside that radius continues, with separate teams and separate files.
7. Confidentiality and the reports
7.1
Client information
Trading figures, recipes, supplier terms and staff information are confidential, used only for this engagement, and not disclosed to anyone outside the two named consultants. The obligation lasts three years past the end of the engagement.
7.2
Who owns the deliverables
Copyright in each deliverable passes to the Client on payment of the invoice covering it. The Consultant keeps its own working papers, models and methods, and may reuse them on other engagements.
7.3
Talking about the work
The Consultant may say it has advised the Client only with written consent. An anonymised description of the work may be used from twelve months after the engagement ends, unless the Client objects in writing beforehand.
8. Ending the engagement
8.1
Notice
Either party may end this engagement on fourteen days written notice. The Client pays for days worked and for site days already committed within that notice period.
8.2
Pausing
If the Client pauses the engagement for more than 30 days, the Consultant may requote the remaining days at the rates current when work resumes.
8.3
On the way out
The Consultant hands over any deliverable already paid for, in its current state, and returns or destroys Client data within 30 days of being asked.
9. General
9.1
No authority to bind
The Consultant cannot sign anything, hire or dismiss anyone, or commit the Client to a supplier. Recommendations are carried out by the Client through its own people.
9.2
Notices and variation
Notices are given by email to the two signatories below. This agreement may be varied only in writing signed by both parties, which includes an exchange of emails that both confirm.
9.3
Governing law
The laws of Victoria apply, and both parties submit to the courts of that state.
9.4
Insurance
The Consultant holds professional indemnity cover of $2,000,000 for each claim and public liability cover of $10,000,000, and provides a certificate of currency on request and at each renewal during the engagement.
9.5
Entire agreement
This agreement and its schedule are the whole agreement between the parties on this engagement, and replace the proposal dated 21 August 2026 and everything discussed before signing.
What this engagement does not include
Implementing the recommendations, running the roster, negotiating with suppliers, or hiring and dismissing staff. Each of those is a separate piece of work with its own scope and its own quote, and none of them is inside the 22 days.
Schedule 1, how the 22 days are estimated
Activity
Days
Site days, two at each bakery
6.0
Staff interviews and write up
3.5
Point of sale and payroll analysis
4.0
Waste and yield study, ten trading days
3.0
Report and memo writing
3.5
Board presentation and implementation checklist
2.0
Estimated total
22.0

The estimate is a shape, not a quota. If a line comes in under, the Client is not charged for it. If a line is heading over, the Consultant raises it before the day is worked rather than after.

Signed by the people below, each of whom has authority to bind the party they sign for. Return one scanned copy to ingrid@halvorsenadvisory.example and keep the other.

For Halvorsen Advisory Pty Ltd
Name
:
Position
:
Date
:
For Kettle and Fen Group Pty Ltd
Name
:
Position
:
Date
:

Section by section

What each section is for, so you can keep the ones you need and drop the rest.

Cover
An executive cover naming the engagement, both parties, the firm preparing it and the start date.
Parties
Legal names, ABNs and addresses, with the short names Consultant and Client defined once for the rest of the document.
The engagement
What is being reviewed across three sites, who will do it, that it is not employment, and that neither side is tied to the other.
Deliverables
Five items with the form each takes, a written report, a spreadsheet, a memo, a board session and a checklist, each with its own date.
Phase timeline
Four stages from the site days through the data work to a draft tested with site managers before it reaches the board.
Fees and expenses
A day rate in half day units, an estimate, a hard cap, what travel is included, and monthly invoicing that lists what was done on each day.
What the client provides
One decision maker, staff access during paid time, data within five business days, and decisions within five business days.
Advice and its limits
No verification of supplied information, no promised financial result, no third party reliance, and a liability cap at fees paid.
Conflicts of interest
A five day declaration duty and a five kilometre exclusion around each site for the engagement and a year after.
Confidentiality and the reports
Three year confidentiality, copyright passing on payment, working papers staying with the consultant, and rules on naming the client.
Ending the engagement
Fourteen days notice, what a pause longer than thirty days does to the rates, and what is handed back on the way out.
Schedule of days
The 22 day estimate split across six activities, with a note that unused days are not charged and overruns are raised in advance.

Clauses in this document

What makes this document work

It names the people, not just the firm

Two consultants are named, one is committed to all six site days, and neither can be swapped without written agreement. Advisory work is bought from people, and this clause makes that binding.

The advice comes with its limits attached

Findings rest on what the client supplies, nothing is audited, no financial outcome is promised, and a lender or buyer cannot rely on the reports without consent. Four short clauses that prevent most later arguments.

The estimate is broken into days you can check

The schedule splits 22 days across site work, interviews, analysis, the waste study, writing and the board session. A cap at 24 days sits above it, and the consultant has to speak up at 20.

Questions people ask

What should a consulting agreement cover?

The scope of the work, who will perform it, what will be handed over and when, how it is charged and capped, what the client must supply, who owns the reports, and what happens if either side wants to stop.

Should a consulting engagement be a fixed price or a day rate?

A day rate suits work whose shape is known but whose depth is not, which is the case here. It only works with an estimate, a cap and a duty to raise the alarm before the cap is reached, all three of which this one has.

Who owns the consultant's report?

Here copyright in each deliverable passes to the client when the invoice covering it is paid. The consultant keeps its own working papers, models and methods, which is normal and is what lets a firm work in the same industry twice.

How are conflicts of interest handled?

By a declaration within five business days and a geographic limit. This agreement rules out advising another retail bakery within five kilometres of any of the three sites for the engagement and twelve months after.

Why does the agreement list what the client provides?

Because most consulting overruns are caused by the client, not the consultant. This agreement names the access, data and people the client has to supply. When a delay is traced to a document that never arrived, the clause is what turns an awkward conversation into a straightforward variation.

What does a schedule of days add?

It converts an abstract fee into something both sides can check. This agreement closes with a schedule of days, so the client can see what was bought and the consultant has a basis for the invoice. It is also the document that makes a scope change visible, because extra days show up as extra rows.

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Sources

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