Terms & Conditions

01 Agreement

These Terms & Conditions ("Terms") govern the supply of services by Systemly (ABN 41 165 831 752), a sole trader based in Perth, Western Australia ("Systemly", "we", "us" or "our"), to you or the business you represent ("you", "your" or the "Client").

By engaging us, accepting a proposal or quote, making a payment, or using our services or this website, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a business, you confirm you are authorised to do so.

02 Definitions

• Services — the websites, CRM setup, marketing automation, lead-generation systems, AI chat or voice agents, advertising management and related services we agree to provide.
• Proposal — any written quote, proposal, scope of work or order confirmation describing the Services, fees and deliverables.
• Setup Fee — the one-time fee payable to build and launch your system.
• Retainer — the recurring monthly fee payable for ongoing management, hosting, support and access to your system.
• Third-Party Services — software, platforms and services supplied by third parties (such as hosting, messaging, CRM or advertising platforms) used to deliver the Services.

03 Our Services

We will provide the Services described in the applicable Proposal with due care and skill. The specific scope, deliverables, timeframes and fees are set out in your Proposal, which forms part of these Terms. Any work outside the agreed scope may be subject to additional fees agreed in writing.

Estimated timeframes (for example, "live within two weeks") are good-faith estimates only and depend on you providing the materials, approvals and access we need. They are not guarantees of a particular completion date.

04 Fees & Payment

• You agree to pay the Setup Fee and Retainer set out in your Proposal.
• Setup Fees are payable before work begins, unless otherwise agreed in writing. Retainers are billed monthly in advance.
• Unless stated otherwise, fees are quoted in Australian Dollars (AUD) and are exclusive of GST; where applicable, GST will be added.
• Invoices are payable by the due date stated on the invoice. We may suspend the Services or charge reasonable late-payment costs on overdue amounts.
• Third-party costs (such as domain registration, hosting, messaging credits, ad spend and software subscriptions) are your responsibility and may be billed to you or paid directly by you, in addition to our fees.
• Fees already paid are non-refundable except where required by law.

05 Your Responsibilities

To enable us to deliver the Services, you agree to:

• provide accurate, complete and timely information, content, branding and approvals;
• grant us the access we reasonably need to relevant accounts, platforms and systems;
• ensure all materials you supply are lawful and do not infringe any third party's rights;
• operate your own business in compliance with all applicable laws, including consumer, privacy, spam and advertising laws; and
• maintain appropriate insurance for your own business activities.

You are solely responsible for your business, its operations, the products or services you offer, and your dealings with your own customers.

06 Third-Party Services

The Services rely on Third-Party Services that we do not own or control. We are not responsible for the availability, performance, pricing, changes, suspension or discontinuation of any Third-Party Service, or for any loss arising from a third party's acts, omissions, outages, data breaches or changes to their terms. Your use of Third-Party Services is subject to their own terms and conditions.

07 Intellectual Property

Any pre-existing materials, tools, templates, code, frameworks and know-how we use to deliver the Services remain our property. On full payment of all amounts owing, you receive a non-exclusive licence to use the deliverables we create for you for your own business purposes for as long as your Retainer remains active.

You retain ownership of the content, branding and materials you supply to us, and grant us a licence to use them as necessary to provide the Services.

08 Confidentiality

Each party agrees to keep the other's confidential information secure and to use it only for the purpose of the engagement, except where disclosure is required by law. This clause survives termination.

09 Term, Cancellation & Suspension

• Our ongoing Services operate on a month-to-month basis with no lock-in contract.
• Either party may cancel by giving 30 days' written notice. You remain liable for fees up to the end of the notice period.
• We may suspend or terminate the Services immediately if you fail to pay amounts when due, breach these Terms, or use the Services unlawfully.
• On termination, your system and any hosted services managed under your Retainer may be deactivated. You are responsible for exporting any data you wish to keep before termination takes effect.

10 No Guarantee of Results

We make no representation or guarantee that the Services will generate any particular number of leads, enquiries, bookings, sales, revenue, search-engine rankings, return on investment or business growth. Results depend on many factors outside our control, including your market, pricing, offering, responsiveness, the performance of Third-Party Services and general economic conditions.

Any examples, case studies, figures or projections we provide are illustrative only and are not a promise or guarantee of the results you will achieve.

11 Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy you may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other law where to do so would be unlawful.

To the maximum extent permitted by law, where the Services are not of a kind ordinarily acquired for personal, domestic or household use, our liability for breach of a consumer guarantee is limited, at our option, to:

• resupplying the relevant Services; or
• paying the cost of having the relevant Services resupplied.

12 Limitation of Liability

Subject to the Australian Consumer Law clause above, and to the maximum extent permitted by law:

• we are not liable for any indirect, incidental, special or consequential loss, or for any loss of profit, revenue, business, anticipated savings, data, goodwill or opportunity, however arising, whether in contract, tort (including negligence) or otherwise;
• we are not liable for any loss caused by your acts or omissions, your use of the deliverables, your business decisions, or the acts, omissions or failures of any Third-Party Service; and
• our total aggregate liability to you for all claims arising out of or in connection with the Services is limited to the total fees actually paid by you to us in the three (3) months immediately before the event giving rise to the claim.

13 Indemnity

You agree to indemnify and hold us harmless from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable legal costs) arising out of or in connection with: the content or materials you provide; your use of the Services and deliverables; your products, services or dealings with your own customers; your breach of these Terms; or your breach of any applicable law.

14 Force Majeure

We are not liable for any delay or failure to perform the Services to the extent it is caused by events beyond our reasonable control, including acts of God, natural disasters, power or internet outages, failures of Third-Party Services, pandemics, strikes, or government actions.

15 General

• Assignment. You may not assign these Terms without our written consent. We may assign or subcontract our obligations.
• Severability. If any provision is found to be invalid or unenforceable, the remaining provisions continue in full force.
• Waiver. A failure to enforce any provision is not a waiver of our right to do so later.
• Entire agreement. These Terms together with your Proposal form the entire agreement between us and supersede any prior understanding.
• Variation. We may update these Terms from time to time; the current version will be published on this page.

16 Governing Law

These Terms are governed by the laws of Western Australia, Australia. You and we submit to the non-exclusive jurisdiction of the courts of Western Australia and the Commonwealth of Australia.