Terms & Conditions

01 Definitions

In these Terms:

• "Agreement" means these Terms together with any Proposal, Order or SOW.
• "Australian Consumer Law" means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
• "Client", "you" or "your" means the person or entity engaging Systemly to perform Services.
• "Confidential Information" means all information disclosed by one Party to the other that is not publicly known, including business plans, client lists, pricing, technical data, and know-how.
• "Force Majeure Event" means an event beyond the reasonable control of a Party, including natural disasters, pandemics, government actions, cyberattacks, power failures, internet outages, or failures of third-party platforms.
• "Intellectual Property Rights" means all intellectual property rights, including copyrights, trademarks, patents, trade secrets, and moral rights.
• "Law" means any applicable Commonwealth, state, or territory legislation, regulation, order, or binding industry code.
• "Liability" means any loss, damage, cost, charge, expense, or liability (including legal costs on a solicitor-client basis).
• "Order" or "SOW" (Statement of Work) means a document agreed by both Parties that specifies Services, deliverables, timelines, and fees.
• "PPSR" means the Personal Property Securities Act 2009 (Cth).
• "Proposal" means any proposal, quote, estimate, or scope document issued by Systemly.
• "Services" means the services described in a Proposal, Order, or SOW.
• "Systemly", "we", "us", or "our" means Systemly (ABN 41 165 831 752), a sole trader based in Perth, Western Australia.

02 Nature of Services

2.1 Systemly provides AI automation, website, app, and lead generation services for small businesses. Unless explicitly stated otherwise in writing, our Services do not include accounting, financial planning, tax advice, legal advice, immigration assistance, real-estate transactions, or any services that require an Australian licence, registration, or certification.

2.2 Any service that requires an Australian licence, registration, or certification is "Excluded Service". We may, at our absolute discretion, assist with Excluded Services through a suitably qualified and licensed third party. If we elect to do so, that engagement will be documented in a separate written agreement between you and the licensed third party. Systemly acts solely as a coordinator and is not a party to, and assumes no Liability arising from, that separate agreement.

03 Client Engagement

3.1 A binding Agreement is formed when you accept a Proposal or make payment for Services. These Terms apply from the date of acceptance and continue until all Services are completed or the Agreement is terminated.

3.2 You are taken to have accepted a Proposal if you: sign, return, or email acceptance; indicate acceptance by any written or electronic means; make payment; or instruct Systemly to commence work.

3.3 Proposals are valid for 14 days from the date of issue, unless stated otherwise.

3.4 These Terms apply to the exclusion of any terms you attempt to impose. If a Proposal conflicts with these Terms, the Proposal prevails only to the extent of the inconsistency and only if signed by both Parties.

3.5 You must provide all requested content, approvals, access credentials, and information within 14 days of our request. If you fail to do so, we may pause work, charge reasonable storage or re-commencement fees, and are not responsible for delays caused by your inaction.

3.6 We may engage contractors, freelancers, or third-party service providers to perform the Services. We remain responsible for their performance.

3.7 We may issue tax invoices for Services, including deposits, progress payments, and retainer fees. Payment is due within 14 days of the date of invoice, or as otherwise stated in the Proposal.

04 Fees and Payment

4.1 You agree to pay the Fees stated in the Proposal. All Fees are in Australian Dollars (AUD) and are exclusive of GST. GST will be added where applicable.

4.2 If GST applies, we may add 10% GST to the Fee, and we will issue a valid tax invoice. You must pay the GST-inclusive amount.

4.3 Payments may be made by EFT, credit card, or any method stated in the Proposal.

4.4 Late payments may incur interest at the rate of 2% above the Reserve Bank of Australia cash rate target, calculated daily from the due date until payment is received.

4.5 If a payment is dishonored, you must reimburse us for all reasonable dishonor fees, collection costs, and legal expenses.

4.6 We may set off amounts you owe us against amounts we owe you.

4.7 If an invoice is disputed, you must notify us in writing within 7 days of the invoice date, stating the specific items disputed and the reason. Undisputed portions remain due in accordance with clause 4.1.

4.8 All Fees are non-refundable, except as required by Law, including the Australian Consumer Law.

05 Cancellation and Suspension

5.1 Either Party may terminate the Agreement by giving 30 days' written notice. If you terminate, you remain responsible for Fees incurred up to the end of the notice period.

5.2 You may pause a Service for up to 30 days per calendar year by giving us at least 14 days' written notice. During the pause, your monthly retainer is reduced to 25% of the usual amount to cover infrastructure, third-party licences, storage, and account maintenance. The pause may be extended once by a further 30 days with our written consent. All pauses must be taken in blocks of at least 7 days.

5.3 We may suspend Services immediately if: Fees are overdue by more than 7 days; we reasonably believe you are using the Services unlawfully or in breach of these Terms; a Force Majeure Event occurs; or we are directed to do so by a regulator, court, or law-enforcement agency.

5.4 We are not liable for any Loss arising from a suspension or termination under clause 5.3.

5.5 Clauses which by their nature survive termination will survive, including confidentiality, intellectual property, indemnity, liability, disputes, and governing law.

06 Intellectual Property

6.1 Each Party retains ownership of its pre-existing Intellectual Property Rights.

6.2 Subject to full payment of all Fees, we grant you a non-exclusive, non-transferable licence to use the deliverables we create for you solely for your internal business purposes. This licence continues only while your account remains active and in good standing.

6.3 You grant us a non-exclusive, royalty-free licence to use your content, trademarks, and branding solely for the purpose of providing the Services and for our marketing and promotional purposes, unless you opt out in writing.

6.4 If we use general know-how, tools, templates, processes, or pre-existing materials in the course of providing the Services, we retain all rights in them.

6.5 We may feature anonymised case studies, screenshots, testimonials, and results in our marketing unless you opt out in writing.

07 Confidentiality

7.1 Each Party must keep the other Party's Confidential Information confidential and use it only for the purposes of the Agreement.

7.2 Confidentiality obligations do not apply to information that: is or becomes public through no fault of the receiving Party; was known before disclosure; is independently developed; is disclosed with consent; or is required by Law, regulation, or court order.

7.3 We may disclose your Confidential Information to our employees, contractors, and professional advisers on a need-to-know basis, provided they are bound by obligations no less protective than this clause.

7.4 These confidentiality obligations survive for 2 years after the termination of the Agreement.

08 Data and Privacy

8.1 You are the data controller for any personal information collected through the Services, and we act as a data processor on your behalf.

8.2 You must handle personal information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles, the Do Not Call Register Act 2006 (Cth), and the Spam Act 2003 (Cth). You are solely responsible for obtaining all required consents.

8.3 You must not use the Services to send unsolicited commercial communications (spam) or to breach any Law.

8.4 We will handle any personal information we access in accordance with our Privacy Policy, available at https://systemly.com.au/privacy.

8.5 Data derived from your campaigns, leads, or analytics is shared and may be used in aggregated, anonymised form to improve our Services.

8.6 We implement reasonable technical and organisational security measures appropriate to the nature of the data processed.

8.7 We will notify you within 7 days of becoming aware of an Eligible Data Breach, and will cooperate with you and the OAIC as required by the Privacy Act 1988 (Cth).

09 Third-Party Services and Links

9.1 Our Services may involve or depend on third-party platforms, products, or services that are not owned or controlled by us.

9.2 We are not responsible for, and have no liability for, the availability, accuracy, performance, pricing, content, or terms of any third-party service.

9.3 Your use of third-party services is governed by their terms and privacy policies. You review and agree to those terms before we integrate them.

9.4 Our Services may include links to third-party websites, integrations, or platforms. We do not endorse, and are not responsible for, any third-party content, products, services, or practices.

10 No Guaranteed Results

10.1 You acknowledge that we do not guarantee any specific outcome, revenue, lead volume, ranking, or result from the Services.

10.2 Any examples, case studies, testimonials, or performance figures we provide are illustrative only and do not constitute a promise or guarantee of results.

10.3 Results depend on factors beyond our control, including your market, offering, pricing, competition, responsiveness, third-party platforms, and economic conditions.

11 PPSR and Retention of Title

11.1 We may register a security interest on the Personal Property Securities Register (PPSR) to protect our proprietary interest in deliverables until all Fees are paid in full.

11.2 Title to deliverables does not pass to you until we receive payment of all Fees. Until that time, you must not alter, remove, or obscure any identification marks or proprietary notices on the deliverables.

11.3 You must promptly execute any documents and provide any information we reasonably require to register, perfect, or enforce our security interest under the PPSR.

11.4 The security interest secures payment of all Fees and performance of all your obligations under the Agreement.

12 Client Warranties and Content

12.1 You represent and warrant that: you have the legal capacity and authority to enter into the Agreement; all content you supply does not infringe any third-party Intellectual Property Rights; and you hold all licences required for your business activities.

12.2 You indemnify us against any Liability arising from a breach of clause 12.1.

12.3 If a third-party claim arises because of your content, you must promptly notify us and cooperate with the defence or settlement of the claim.

12.4 We may remove or disable access to content we reasonably believe infringes a third-party right or breaches Law.

13 Indemnity

13.1 To the maximum extent permitted by Law, you indemnify Systemly and its officers, employees, and contractors against any Liability arising from: your breach of the Agreement; your breach of any Law; your content, products, services, or business conduct; any claim by a third party relating to your use of the Services; any breach of clause 12.1; any failure to obtain required consents under clause 8.2; or any breach of the terms of a third-party platform integrated into the Services.

13.2 Your obligation to indemnify is reduced to the extent that the Liability is caused by our negligence or wilful misconduct.

13.3 We will notify you promptly of any claim for which indemnification may be sought and will cooperate with the defence or settlement.

14 Liability

14.1 To the maximum extent permitted by Law, we are not liable for any indirect, incidental, special, or consequential Loss, including loss of profit, revenue, goodwill, data, business, opportunity, or anticipated savings.

14.2 Our maximum aggregate Liability is limited to the total Fees actually paid by you in the 6 months immediately preceding the event giving rise to the claim, except where the Liability arises from death, personal injury, fraud, or reckless conduct.

14.3 Our Liability is reduced proportionally to the extent that the Loss is caused or contributed to by your acts or omissions.

15 Australian Consumer Law

15.1 If the Services are supplied to you as a consumer within the meaning of the Australian Consumer Law, the Services come with guarantees that cannot be excluded under that Law.

15.2 Nothing in these Terms purports to modify or exclude any conditions, warranties, or undertakings implied or protected by the Australian Consumer Law or any other Law.

15.3 If we breach a consumer guarantee, our liability is limited (at our option) to resupplying the Services or paying the cost of resupply, to the extent permitted by Law.

16 Disputes

16.1 If a dispute arises, either Party may give written notice to the other. Within 14 days of the notice, senior representatives of each Party must meet and use their best efforts to resolve the dispute.

16.2 If the dispute remains unresolved after 28 days from the original notice, either Party may refer the dispute to mediation in Perth, Western Australia. The mediation will be conducted by an accredited mediator agreed by the Parties, or in the absence of agreement, appointed by the Resolution Institute. Costs of the mediator are shared equally.

16.3 Nothing in this clause prevents a Party from seeking urgent interlocutory relief from a court.

17 Force Majeure

17.1 Neither Party is liable for any delay or failure to perform its obligations under the Agreement to the extent that performance is prevented or delayed by a Force Majeure Event.

17.2 The affected Party must promptly notify the other of the Force Majeure Event and use reasonable efforts to mitigate its effects.

17.3 If a Force Majeure Event prevents performance for more than 60 consecutive days, either Party may terminate the Agreement by written notice.

18 General

18.1 Assignment — You may not assign the Agreement without our prior written consent. We may assign or subcontract our obligations.

18.2 Severability — If a provision is invalid, unenforceable, or illegal, it is severed to the extent necessary and the remaining provisions continue.

18.3 Waiver — A waiver must be in writing and does not constitute a continuing waiver or a waiver of any other provision.

18.4 Variation — We may update these Terms by publishing a revised version on our website. The Terms in force at the date of your most recent Proposal apply to that engagement unless otherwise agreed in writing.

18.5 Notices — Formal notices must be in writing and sent by email. A notice is deemed received on the next business day after sending.

18.6 Relationship — Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

18.7 Counterparts — The Agreement may be executed in counterparts, each of which is an original and all of which together constitute one agreement.

18.8 Costs — Each Party bears its own costs in connection with the preparation and negotiation of the Agreement.

19 Entire Agreement

19.1 The Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and agreements.

20 Governing Law

20.1 The Agreement is governed by and construed in accordance with the laws of Western Australia and the Commonwealth of Australia.

20.2 Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of Western Australia and any appeal court.

21 Contact

If you have any questions about these Terms, please contact us at:

Systemly
ABN 41 165 831 752
Email: hello@systemly.com.au