Terms of Service

Last Updated: 2026-Feb-03

1. Introduction

1.1 Who We Are

This website and the services offered through it are operated Real Yan Pty Ltd, trading as “realYAN” (referred to as “we”, “us”, “our” in these Terms).

Business structure: Proprietary Limited
Place of business: Sydney, New South Wales, Australia
ABN: 78 609 542 510

Our primary services include diagnostic tools (such as the “Constraint Finder” quiz), strategy calls, and advisory engagements for businesses.

1.2 What These Terms Cover

These Terms of Service (“Terms”) govern your use of:

Our website located at realyan.com and any related landing pages (collectively, the “Site”);
Any tools, quizzes, or diagnostics we make available through the Site (including the Constraint Finder);
Any free calls, consultations, or “DeepDive” sessions you book with us; and
Any paid services you purchase from us, including but not limited to 4 Week Lite Sprints, 12 Week Sprints, and any related advisory or consulting work (collectively, the “Services”).

These Terms, together with our Privacy Policy and any written proposal, order form, or service agreement we issue to you (if applicable), form the entire agreement between you and us in relation to the Site and the Services.

1.3 Business Use Only

The Site and Services are intended for business and professional use only, by individuals and entities operating a business. By using the Site or engaging our Services, you represent that you are doing so in a business capacity and not as a consumer.

1.4 Acceptance of These Terms

By accessing or using the Site, submitting your details through any form or quiz, booking a call, or paying for any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you do not agree to these Terms, you must:

Not access or use the Site;
Not submit any information through our forms or quizzes; and
Not book or pay for any Services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and “you” and “Client” in these Terms will refer to that entity.

1.5 Updates to These Terms

We may update these Terms from time to time. When we do, we will update the “Last Updated” date at the top of this page.

If changes are material, we may also provide additional notice (for example, via email or a notice on the Site).

Your continued use of the Site or Services after any changes to these Terms constitutes your acceptance of the updated Terms.

2. Definitions

In these Terms, unless the context requires otherwise:

2.1 “We”, “Us”, “Our” means Real Yan Pty Ltd, based in Australia, and includes our officers, employees, contractors, and permitted assigns.

2.2 “You”, “Client” means the individual or entity accessing the Site, submitting information through the Site, booking a call, or purchasing/receiving the Services, and where the context permits, includes your officers, employees, contractors, and permitted assigns.

2.3 “Site” means our primary website at realyan.com, any related landing pages or subdomains we operate from time to time, and any content, forms, or functionality made available through them.

2.4 “Services” means any and all services we provide now or in the future, including without limitation:

Access to and use of any diagnostic tools, quizzes, or scorecards (including the Constraint Finder);
Any free calls, consultations, or “DeepDive” sessions;
Any 4 Week Lite Sprint, 12 Week Sprint, or other advisory, consulting, or strategy engagements; and
Any related implementation guidance, workshops, training, or support we agree in writing to provide.

2.5 “Constraint Finder” means our proprietary 12 question diagnostic tool and any related processes or outputs designed to identify a client’s primary business constraint and relevant KPI(s).

2.6 “Lite Sprint” or “4 Week Lite Sprint” means a time boxed, approximately four week engagement focused on initial diagnosis and running one or more high leverage tests around a single primary constraint, as described in any relevant proposal, order form, or service description we provide to you.

2.7 “12 Week Sprint” (or “Sprint”) means a time boxed, approximately twelve week engagement focused on systematically addressing a primary constraint (for example, Lead → Call or Call → Close) through a series of tests, reviews, and implementation steps, as described in any relevant proposal, order form, or service description we provide to you.

2.8 “Content” means all information and materials on the Site or otherwise provided by us, including without limitation:

Text, copy, blog posts, articles, and landing pages;
Videos, audio, webinars, and VSLs;
Quizzes, scorecards, checklists, templates, frameworks, and SOPs;
Images, graphics, logos, icons, and design elements; and
Any other materials we publish or make available, whether free or paid.

2.9 “Client Materials” means any documents, data, content, or other materials you provide or make available to us in connection with the Services, including without limitation your:

Funnels, ads, landing pages, scripts, or creative assets;
Metrics, reports, and financial or performance data;
Internal processes, SOPs, screenshots, or recordings.

2.10 “Intellectual Property Rights” means all present and future intellectual and industrial property rights, including without limitation copyright, trademarks, designs, patents, trade secrets, know how, domain names, and all related rights (whether registered, unregistered, or able to be registered) anywhere in the world.

2.11 “Confidential Information” means any non public information disclosed by one party to the other in connection with the Site or Services, whether orally, in writing, or in any other form, that is:

Marked or described as confidential; or
By its nature would reasonably be considered confidential;

including without limitation business plans, financial information, client lists, processes, systems, strategies, and proprietary frameworks. Confidential Information does not include information that:

Is or becomes public other than through a breach of these Terms;
Was already known to the receiving party on a non confidential basis;
Is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or
Is lawfully received from a third party without breach of any duty of confidentiality.

2.12 “Proposal”, “Order Form”, or “Service Agreement” means any written document (including email) issued by us that sets out specific details of the Services to be provided to you, including scope, fees, timelines, and any special terms.

2.13 “Business Day” means a day on which banks are open for business in Sydney, New South Wales, excluding Saturdays, Sundays, and public holidays.

2.14 “Australian Consumer Law” or “ACL” means Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended from time to time.

2.15 “Including” means “including but not limited to” and similar expressions do not limit the generality of the preceding words.

2.16 Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. A reference to a person includes a company, partnership, trust, or other entity.

3. Eligibility & Business Use

3.1 Age and Capacity

To use the Site or engage our Services, you must:

Be at least 18 years old; and
Have the legal capacity to enter into a binding contract in your jurisdiction.

By accessing the Site, submitting your details, booking a call, or purchasing Services, you warrant that you meet these requirements.

3.2 Business and Professional Use Only

Our Site and Services are designed and intended solely for business and professional use.

By using the Site or engaging the Services, you represent and warrant that:

You are acting in the course of a business or profession; and
You are not using the Site or Services as a private individual, for personal, household, or domestic purposes.

Nothing in these Terms is intended to exclude, restrict, or modify any rights you may have as a consumer under the Australian Consumer Law, where those rights cannot lawfully be excluded. However, by engaging us, you acknowledge that we are supplying the Services to you as a business customer, not as a consumer, to the fullest extent permitted by law.

3.3 Authority to Bind Your Business

If you access the Site or purchase Services on behalf of a company, partnership, trust, or other entity, you represent and warrant that:

You are authorised to act on that entity’s behalf; and
You have authority to bind that entity to these Terms.

In that case, references to “you” and “Client” in these Terms will be read as referring to that entity.

3.4 Geographic Access

You are solely responsible for ensuring that:

Your use of the Site and Services complies with all laws applicable to you in your location; and
You do not use the Site or Services where doing so would be unlawful or subject us to any registration or licensing requirements we have not chosen to comply with.

If you do not meet the above eligibility requirements, you must not use the Site or engage the Services.

4. Scope of Services

4.1 General Description

We provide business advisory and consulting services to businesses.

Unless we expressly agree otherwise in writing, our role is advisory and strategic, not operational done for you execution.

4.2 Diagnostic Tools (Including Constraint Finder)

We may provide access to quizzes, diagnostics, scorecards, and similar tools (including the Constraint Finder) which:

Collect information about your business, funnel, and metrics; and
Produce a suggested primary constraint, KPI focus, and rough money math estimate of the potential impact of fixing that constraint.

These tools are intended to support decision making. They are not a substitute for your own judgment, nor are they legal, financial, or accounting advice.

We may update, modify, or discontinue any diagnostic tools at any time without notice.

4.3 Free Calls, Consultations & “DeepDives”

We may offer free or promotional calls (for example, “Constraint DeepDive” or similar):

To review your quiz results and/or business context;
To discuss potential constraints, KPIs, and high level next steps; and
To determine whether our paid Sprints or other Services are a good fit.

These calls:

Do not create an ongoing engagement or advisory relationship unless and until you purchase Services;
Are not guaranteed to produce any particular outcome; and
May be recorded for internal purposes (as outlined in our Privacy Policy and these Terms).

We reserve the right to decline or reschedule calls at our discretion.

4.4 4 Week Lite Sprint

A 4 Week Lite Sprint (or similar “Lite” offer) is a short, focused engagement intended to:

Confirm or refine your primary constraint;
Define a clear Primary KPI and any guardrail metrics;
Establish a simple scoreboard or basic tracking; and
Design and run one or more high leverage tests aimed at moving that KPI, based on your current volume and infrastructure.

Unless otherwise specified in a Proposal or Order Form:

The Lite Sprint is delivered over approximately four (4) weeks, via calls, async support, and shared documents/workspaces;
You remain responsible for implementation of any changes we recommend (e.g. updating funnels, scripts, automations, or team behaviour); and
We do not guarantee any specific uplift in KPI, revenue, or profit; the value depends heavily on your execution and context.

Specific deliverables, calls, and support levels will be outlined in any Proposal or Service description we provide.

4.5 12 Week Sprints (Constraint Sprints)

A 12 Week Sprint (or similar “Sprint” engagement) is a more intensive advisory service that typically includes:

Confirming the primary constraint and KPI (e.g. Lead→Call %, Call→Close %, activation rate, etc.);
Designing, prioritising, and documenting weekly or bi weekly tests to address that constraint;
Reviewing results, updating a scoreboard and a test log, and interpreting outcomes;
Recommending which changes to codify into SOPs and how to roll them out to your team; and
Advising on the next likely constraint once the current one is sufficiently improved.

Unless otherwise agreed in writing:

A Sprint is delivered over approximately twelve (12) weeks;
We will participate in agreed recurring calls and provide async support as described in your Proposal;
You and your team remain responsible for executing tests and changes inside your own tools and systems; and
We do not guarantee specific revenue, profit, or KPI outcomes.

The precise scope, cadence, and deliverables for your Sprint will be set out in a Proposal, Order Form, or Service Agreement, which will form part of these Terms.

4.6 Advisory Only – No Operational Control

Unless we explicitly agree in a separate signed agreement, we:

Do not buy media or run your ad accounts;
Do not operate or manage your CRM, email service, or other systems on your behalf;
Do not hire, fire, or manage your staff or contractors;
Do not provide legal, financial, tax, or accounting advice.

Our Services are limited to diagnosis, strategy, and advisory support. You are solely responsible for:

Implementing or choosing not to implement any recommendations;
Ensuring that your marketing, sales, and delivery practices comply with all applicable laws and regulations in your jurisdiction and industries; and
The actions and omissions of your team, contractors, and partners.

4.7 Changes to Services

We may, from time to time, modify the Services we offer (including adding, updating, or removing service types, features, or components).

Changes will not affect any current paid engagement already agreed in a Proposal or Order Form, except by mutual agreement.
For new engagements, the scope and description of Services on the Site or in proposals at the time of purchase will apply.

If there is any inconsistency between a description of Services on the Site and a specific Proposal or Order Form, the Proposal or Order Form prevails for that engagement.

5. Use of the Website & Quiz

5.1 Licence to Use the Site

Subject to these Terms, we grant you a limited, non exclusive, revocable, non transferable licence to access and use the Site and any tools (including the Constraint Finder) for your own internal business purposes only.

We may suspend, restrict, or revoke this licence at any time if we reasonably believe you have breached these Terms or are misusing the Site.

5.2 Acceptable Use

You agree that you will not:

a) Use the Site or any Content for any unlawful purpose or in a way that breaches any applicable laws or regulations (including advertising, privacy, spam, or consumer laws);
b) Use the Site to transmit, distribute, or store any material that:

Is defamatory, obscene, abusive, hateful, or otherwise objectionable;
Infringes any Intellectual Property Rights or privacy rights; or
Contains viruses, malware, or any other harmful code;

c) Attempt to gain unauthorised access to any part of the Site, our systems, or any other systems or networks connected to the Site;
d) Copy, scrape, harvest, or otherwise systematically extract data or Content from the Site, whether manually or by automated means (including bots, crawlers, or scripts), except as expressly permitted in writing;
e) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of any part of the Site or our tools; or
f) Use the Site or any diagnostic output to create a competing product or service, or to train any AI, model, or system, without our prior written consent.

5.3 Use of the Constraint Finder and Other Quizzes

When using the Constraint Finder or any other quiz/diagnostic we provide, you acknowledge and agree that:

a) The tool is provided for informational and decision support purposes only. It is not legal, financial, tax, or accounting advice.
b) The accuracy and usefulness of any result, suggestion, or diagnosis depends heavily on the accuracy and completeness of the information you provide. If you provide incomplete, inaccurate, or misleading information, the output may not be useful or accurate.
c) The tool is designed to highlight likely constraints and priorities, not to guarantee specific outcomes. Any examples of revenue, KPI changes, or case patterns are illustrative only and do not guarantee you will achieve similar results.
d) You are solely responsible for:

Deciding whether and how to act on any diagnosis or suggestions;
Seeking independent professional advice (including legal, financial, or tax advice) where appropriate; and
Implementing any changes in your own business.

We are not responsible for any decisions you make based on quiz results or related Content.

5.4 No Reliance on General Information

All Content on the Site (including blog posts, videos, copy, examples, case patterns, FAQs, and marketing claims):

Is of a general nature;
Is not tailored to your specific circumstances; and
Should not be relied on as a substitute for individualised professional advice.

You should not act solely on the basis of any general Content without first assessing its suitability for your situation and, where appropriate, seeking independent advice.

5.5 Availability and Changes

We aim to keep the Site and quiz tools available and functioning, but:

We do not guarantee that the Site or any part of it will be available at all times or free from interruptions, errors, or omissions; and
We may suspend, withdraw, or modify the Site or any tool (including the Constraint Finder) at any time without notice, for maintenance, upgrades, security, or any other reason.

To the maximum extent permitted by law, we are not liable for any loss you suffer as a result of:

The Site or any tool being unavailable; or
Data loss or corruption caused by issues beyond our reasonable control.

5.6 User Accounts (If Applicable)

If we provide user accounts or login access to any part of the Site or related tools:

You must keep your login details confidential and not share them with anyone else;
You are responsible for all activity that occurs under your account; and
You must notify us promptly if you believe your account has been compromised.

We may suspend or terminate your account if we reasonably believe it is being misused or accessed without authorisation.

6. Booking Calls & Engagement Process

6.1 Booking Calls

a) How Calls Are Booked

You may book calls with us by:

Completing an application or intake form; and/or
Using a scheduling link or calendar tool we provide (for example, Calendly or similar).

b) Information You Provide

When booking a call, you must provide accurate and complete information, including:

Your name and contact details;
Your business details; and
Any other requested context that helps us prepare.

If we reasonably believe the information you have provided is materially inaccurate or incomplete, we may reschedule, shorten, or cancel the call.

6.2 Call Confirmations and Timezones

a) Confirmation

Once you book a call through our scheduling system, you should receive a confirmation email with the time, date, and access link.

b) Timezones

All call times are shown either in:

Your local timezone (as detected by the scheduler); or
Our timezone, as indicated in the booking tool.

You are responsible for ensuring you have the correct time in your own timezone.

6.3 Rescheduling and Cancellations (By You)

a) Rescheduling

We will make reasonable efforts to accommodate rescheduling requests, but we are not obliged to offer alternative times.

b) Cancellations

If you cancel a free call, we may or may not offer to rebook at our discretion.

For paid calls or sessions booked as part of a program, cancellation and rescheduling will be governed by the specific terms in your Proposal or Service Agreement in addition to these Terms.

6.4 No Shows and Late Arrival

a) No Shows (Free Calls)

If you do not attend a scheduled free call without prior notice (a “no show”):

We may treat the opportunity for that call as used; and
We are under no obligation to offer another free call.

b) No Shows (Paid Engagements)

If a call forms part of a paid program and you do not attend without reasonable notice:

We may treat that session as delivered; and
We are not obliged to extend the engagement or provide a make up session, unless agreed in writing.

c) Late Arrival

If you join a call late:

The call will still end at the originally scheduled time; and
We may not be able to cover everything we otherwise would have covered.

6.5 Our Right to Decline or Cancel Calls

We reserve the right, at our discretion, to:

Decline or cancel a booked call if we believe you are not a fit for our Services;
End a call early if you act in an abusive, disrespectful, or inappropriate manner; or
Decline to enter any paid engagement following a call, even if you are willing to pay.

Where we cancel a paid call or session without cause, we will either:

Reschedule; or
Refund the applicable portion of the fee for that session, at our option.

6.6 When an Engagement Begins

Your engagement with us for paid Services will be deemed to begin on the earliest of:

The date you accept a Proposal, Order Form, or Service Agreement we issue (including by clicking to accept online or by email confirmation);
The date you pay an invoice, initial instalment, or checkout associated with a specific Service; or
A date we mutually agree in writing (for example, “Sprint start date”).

A free or exploratory call does not in itself create a paid engagement or ongoing advisory relationship. Any ongoing Services will be governed by:

These Terms; and
Any additional written Proposal or Service Agreement issued for that engagement.

6.7 Onboarding and Access

Once you enter into a paid engagement and we have received any required initial payment:

We will outline the onboarding process, which may include additional forms, access to tools, or data requests;
You agree to provide timely access to the information, tools, and personnel reasonably needed to deliver the Services; and
Any delays on your side in onboarding or access may delay or reduce what we can deliver within the agreed timeframe, without entitling you to a refund.

7. Fees, Payment Terms & Billing

7.1 Currency and Taxes

a) Unless we state otherwise in writing, all fees are quoted and payable in USD.
b) If Australian GST applies, it will either:

Be included in the quoted price; or
Be clearly identified as a separate amount on the invoice.

c) You are responsible for any foreign exchange fees, bank fees, or other charges applied by your payment provider.

7.2 How Fees Are Set

a) Our fees for our Services will be set out in:

A Proposal, Order Form, or Service Agreement issued by us; and/or
The price displayed at the time of purchase via an online checkout.

b) If there is any inconsistency between a fee shown on the Site and a fee stated in a Proposal or Order Form issued specifically to you, the Proposal/Order Form prevails for that engagement.

7.3 Payment Methods

We may accept payment by:

Credit or debit card (e.g. via Stripe or another payment processor);
Bank transfer; or
Other methods specified in the Proposal, invoice, or checkout.

We may change available payment methods from time to time.

You authorise us (and our third party payment processors) to charge your selected payment method for:

Initial invoices; and
Any agreed recurring or instalment payments for the Services.

7.4 Timing of Payment

For any Services, payment terms will be as set out in the relevant Proposal, invoice, or checkout. If not specified, invoices are due within 7 days of issue.

7.5 Recurring / 4 Week Billing

Where your engagement involves recurring 4 week billing cycles:

a) You authorise us or our payment processor to automatically charge your nominated payment method every 4 weeks, on or about the same day of the week/month as the initial payment, for the duration of the agreed term.
b) If a payment fails, we may:

Retry the charge a reasonable number of times; and/or
Contact you to update your payment details.

c) We may suspend Services if any instalment remains unpaid after the due date, until payment is received.

7.6 Late Payments

If any amount payable under these Terms is not received by the due date:

a) We may, at our discretion:

Suspend or limit your access to the Services (including calls, deliverables, and support) until all overdue amounts are paid; and/or
Terminate the engagement in accordance with these Terms.

b) We may charge interest on overdue amounts at a rate not exceeding the maximum allowed by law, calculated daily from the due date until the date of actual payment.
c) You agree to reimburse us for any reasonable costs we incur in attempting to recover overdue amounts (for example, legal fees or collection agency fees), to the extent permitted by law.

7.7 Price Changes (Future Services)

We may change our pricing for future Services at any time, including publicly advertised prices on the Site.

Changes in pricing will not affect fees already agreed in a Proposal, Order Form, or invoice for a current engagement, unless both parties agree in writing.
For any new engagement or renewal, the then current pricing will apply.

7.8 Discounts, Promotions & Credits

a) Any discounts, promotions, or special pricing we may offer are:

At our sole discretion; and
May be subject to specific eligibility criteria and time limits.

b) Any credits we extend will be:

Clearly stated in writing at the time of offer; and
Applied only as described (e.g. as a fee reduction on a future invoice, not as a cash refund).

7.9 No Set Off

You agree to pay all fees and charges without set off or deduction of any kind, except as required by law.

If you believe you are entitled to any credit, discount, or refund, you must:

Raise it with us in writing; and
Continue to pay all invoices when due while the matter is being resolved, unless we explicitly agree otherwise in writing.

7.10 Taxes and Withholding (Non Australian Clients)

If you are located outside Australia and any withholding tax or similar charge is required by your local laws:

You are responsible for paying any such tax or charge; and
The amount we receive after withholding must equal the full amount we would have received if no withholding were required.

If you are unsure, you should seek your own tax advice before engaging our Services.

8. Refunds, Cancellations & Change of Mind

8.1 General Position – Time Based Advisory

We generally do not offer refunds for change of mind, dissatisfaction with the pace of your own implementation, or because you later decide the Services are no longer a priority.

8.2 Free Tools and Calls

a) Constraint Finder and Other Free Tools

The Constraint Finder and similar tools provided at no monetary cost are non refundable (there is nothing to refund). We may withdraw or modify free tools at any time.

b) Free or Promotional Calls

Free or promotional calls are provided at our discretion. If you cancel, no show, or are otherwise unable to attend:

We are not obliged to rebook or offer another free call; and
No refund is payable (as no payment was taken).

8.3 Client Delays or Non Participation

If you:

Miss or repeatedly reschedule calls;
Fail to provide required information, access, or approvals; or
Otherwise do not participate in the process in a timely way,

then:

We may not be able to deliver the intended scope or outcomes within the agreed timeframe; and
This will not entitle you to a refund or fee reduction.

We may, at our discretion, agree to extend timelines where feasible, but are not obliged to do so.

8.4 Credits and “Roll Over” Guarantees

From time to time, we may offer:

Conditional credits; or
Conditional “roll over” style guarantees.

Any such credit, roll over, or guarantee will:

Be described explicitly in writing at the time of offer; and
Apply only on the terms set out in that written description (for example, implementation requirements, KPI definitions, and time limits).

Unless such an arrangement is clearly stated in your Proposal, Service description, or invoice, no additional guarantee or credit is implied.

8.5 Cancellations by Us

We may cancel or suspend a Service or engagement if:

You fail to pay any amount when due;
You repeatedly miss or reschedule sessions;
You breach these Terms or any applicable law; or
We reasonably believe continuing the engagement would be inappropriate (for example, due to abusive behaviour or misalignment).

If we cancel:

a) With Cause

We are not obliged to refund any amounts already paid and may pursue recovery of any further amounts due.

b) Without Cause

If we terminate a paid engagement without cause (not due to your breach):

We will refund any unused, pre paid portion of fees on a pro rata basis; or
Offer a mutually acceptable credit, at our option.

This refund or credit will be your sole remedy for such termination.

9. Client Responsibilities

9.1 Accuracy of Information

You are responsible for:

Providing true, accurate, and complete information about your business, metrics, funnels, and constraints; and
Promptly updating us if any material information changes during an engagement.

We are entitled to rely on the information you provide. If it is incomplete or inaccurate, any diagnosis or recommendations may be less useful, and we are not responsible for resulting issues.

9.2 Access, Tools & Data

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

Provide timely access to any tools, platforms, and data we reasonably request (e.g. CRM, calendars, reporting, Stripe, ad accounts, dashboards or exports);
Ensure logins and permissions are working and up to date; and
Designate a key contact (or contacts) who can answer questions and make decisions.

If lack of access delays or limits our work, this does not entitle you to a refund or fee reduction.

9.3 Implementation and Execution

Unless we explicitly agree in writing to perform specific implementation tasks, you are solely responsible for:

Implementing or deploying any changes we recommend (e.g. scripts, follow up flows, onboarding changes, pricing adjustments, tests);
Ensuring your team actually follows new SOPs, scripts, and processes; and
Monitoring your systems for any technical issues after changes are made.

Our role is diagnostic and advisory. We cannot guarantee results where recommendations are not fully or correctly implemented.

9.4 Engagement and Availability

You agree to:

Attend scheduled calls on time or give reasonable notice if you need to reschedule;
Complete reasonable “homework,” data pulls, or prep work between sessions;
Respond to messages, questions, and approvals within a reasonable time; and
Generally participate in good faith in the Sprint process.

If you or your team are repeatedly unavailable, unresponsive, or slow to act, we may not be able to deliver the intended scope within the agreed timeframe, and no refund will be due.

9.5 Compliance With Laws and Platform Rules

You are solely responsible for:

Ensuring your marketing, sales, and delivery practices comply with all applicable laws and regulations in your jurisdiction(s), including:
Advertising, email/SMS, privacy, and consumer protection laws;
Industry specific rules (e.g. health, financial, legal claims);
Complying with the terms and policies of any third party platforms or tools you use (e.g. Meta, Google, YouTube, email/CRM providers, payment processors).

We may highlight obvious risks where we see them, but we do not provide legal, financial, or regulatory advice. You should obtain your own professional advice where needed.

9.6 Decisions and Business Risk

You acknowledge that:

All business decisions involve risk;
You are solely responsible for deciding whether and how to act on any diagnosis, recommendation, or suggestion we provide; and
You will not treat any example, case pattern, or estimate we share as a guaranteed outcome.

You agree that we are not liable for:

Losses arising from your decisions or indecision; or
Outcomes of actions you take (or do not take) based on the Services.

9.7 Conduct and Respect

You agree to:

Treat us and our team members with professional respect;
Not engage in abusive, harassing, or threatening behaviour in calls, messages, or online spaces we operate; and
Not attempt to hire away or solicit our contractors, employees, or other clients for services without our prior written consent.

We may suspend or terminate an engagement immediately if we reasonably believe your conduct breaches this clause, without any obligation to refund fees already paid.

9.8 Use of Our Materials

You agree that:

Any frameworks, templates, scripts, SOPs, and other materials we provide are for your internal business use only;
You will not copy, redistribute, sell, or share our materials with third parties, other than your own team and contractors working inside your business; and
You will not use our materials to create competing products or services without our prior written consent.

(See also Section 11 – Intellectual Property.)

10. No Guarantees & Earnings Disclaimer

10.1 No Promised Results

a) While we aim to help you identify constraints and improve your KPIs, you acknowledge that we do not guarantee:

Any particular increase in revenue, profit, or cashflow;
Any particular improvement in leads, calls, close rate, activation, retention, or LTV;
Any specific test, change, or Sprint outcome; or
That any target or estimate we discuss will be achieved.

b) Any statements we make about potential results (on the Site, in calls, or in writing) are expressions of opinion only, based on our experience with similar businesses, and are not guarantees or promises of performance.

10.2 Examples and Case Patterns Are Illustrative Only

a) From time to time, we may share:

Examples of KPI changes (e.g. “close rate from 18% → 28%”);
Revenue or profit changes (e.g. “+10–20k/month from existing leads”);
Case patterns at certain revenue bands (e.g. “most 50k/month operators leak at Lead→Call or Call→Close”).

b) Unless explicitly stated otherwise in writing for a specific client, you acknowledge that:

These are illustrative only and may be hypothetical, anonymised, aggregated, or adapted examples;
They are provided to explain concepts and possibilities, not to represent what you will achieve; and
Your results may be higher, lower, or none at all, depending on many factors outside our control.

10.3 Your Responsibility for Outcomes

You understand and agree that:

a) Your business results depend on multiple factors beyond our Services, including (but not limited to):

Your offer, pricing, market, and positioning;
Your lead quality and volume;
Your sales skills and team performance;
Your implementation speed and accuracy;
Your client experience, retention, and operations;
External factors (e.g. economic conditions, platform changes, competition).

b) You are solely responsible for:

Deciding whether and how to act on any diagnosis, recommendation, or suggestion;
Implementing or choosing not to implement any changes; and
Monitoring and managing risk in your business.

We cannot and do not accept responsibility for your decisions or for circumstances outside our reasonable control.

10.4 No Legal, Financial, or Tax Advice

Unless we explicitly state otherwise in a separate written engagement:

We are not lawyers, accountants, financial planners, or tax advisers;
We do not provide legal, financial, tax, or accounting advice; and
Nothing in our Content or Services should be interpreted as such advice.

You should obtain independent professional advice in those domains before making decisions relating to:

Contracts, compliance, and regulatory issues;
Taxation, structuring, and accounting;
Financial projections, funding, or investment decisions.

10.5 Forward Looking Statements

Any forward looking statements we make (for example, estimates of what improving a KPI might be worth over 12 months) are based on:

Assumptions about your volume and margins; and
A simplified model for educational purposes.

You acknowledge that:

Such statements involve known and unknown risks and uncertainties; and
Actual results may differ materially.

We make no representation that any forward looking statement will prove to be correct.

10.6 No “Done For You” or Passive Income Promise

You acknowledge that:

Our Services are not “done for you” in the sense of fully operating your business, ads, or sales team; and
We do not promise a passive or “hands off” income stream.

You will still need to:

Participate actively in Sprints;
Make decisions; and
Ensure your team executes.

The Services are designed to improve how you work on your business, not to replace your involvement entirely.

11. Intellectual Property

11.1 Our Intellectual Property

a) Unless expressly stated otherwise, we (or our licensors) own all Intellectual Property Rights in and to:

The Site and all Content (including copy, designs, images, videos, audio, quizzes, scorecards, templates, scripts, SOPs, frameworks, and training materials);
Our diagnostic frameworks (including the Constraint Finder, A–J constraint model, sprint operating system, test specs, scoreboards, and related processes); and
Any improvements, adaptations, or derivative works we create.

b) Nothing in these Terms transfers any ownership of our Intellectual Property Rights to you or any other person.

11.2 Licence for Your Internal Business Use

a) Where, as part of the Services, we provide you with materials such as:

Templates, checklists, test specs, scripts, SOPs, dashboards, or frameworks;
Written summaries, decks, or Looms explaining a process or strategy; or
Other deliverables created by us,

we grant you a limited, non exclusive, non transferable, revocable licence to use those materials solely for your own internal business purposes, for the benefit of your own business.

b) You may permit your employees and contractors to use such materials internally, provided that:

They do so only on your behalf; and
You ensure they comply with these Terms.

11.3 Restrictions on Use of Our IP

Except as expressly permitted in these Terms or in writing by us, you must not:

Copy, reproduce, modify, adapt, or create derivative works from our Content or materials for any purpose other than your own internal use;
Sell, resell, license, sub license, distribute, share, or otherwise make our materials available to any third party (including clients, friends, or other businesses);
Present our frameworks, tools, or materials as your own intellectual property or training;
Use our frameworks, quiz logic, or sprint operating system to build a competing product or service;
Use our Content or materials to train any AI model, algorithm, or automated system without our prior written consent.

If you wish to use any of our IP beyond the limited internal licence described above, you must obtain our prior written approval and may be required to enter into a separate licence agreement.

11.4 Client Materials and Data

a) You retain ownership of all Client Materials and data you provide to us, including:

Your funnels, ads, pages, scripts, creative assets, and internal docs;
Your metrics and business data; and
Any other information or materials you submit.

b) You grant us a limited, non exclusive, royalty free licence to use, copy, modify, and create derivative works from your Client Materials and data solely for the purpose of:

Providing the Services to you;
Analysing and improving our own tools, frameworks, and methods; and
Creating anonymised, aggregated insights or case patterns (see 11.5).

c) You represent and warrant that you have all necessary rights and permissions to grant this licence, and that our use of your Client Materials in accordance with these Terms will not infringe any third party rights.

11.5 Aggregated Learnings

a) We may use aggregated information derived from your engagement to:

Improve our diagnostics and frameworks;
Create content, case patterns, or examples; and
Share general insights with our audience and clients.

b) Such use will may identify you or your business by name, logo, or other unique identifiers (see Section 13 – Testimonials & Case Studies, when drafted).

11.6 Feedback and Suggestions

If you provide us with any feedback, ideas, or suggestions about the Site or Services (“Feedback”):

You acknowledge that we may use, implement, or incorporate such Feedback into our Site, tools, or Services;
You agree that we owe you no obligation of confidentiality or compensation in respect of such Feedback; and
You hereby assign to us all rights, title, and interest in and to any Intellectual Property Rights in that Feedback, to the maximum extent permitted by law.

If assignment is not permitted, you grant us a perpetual, irrevocable, worldwide, royalty free licence to use the Feedback for any purpose.

11.7 Enforcement

We reserve all rights to protect and enforce our Intellectual Property Rights. Unauthorised use of our IP may result in:

Suspension or termination of your access to the Site or Services; and/or
Legal action seeking injunctive relief, damages, and costs.

If you become aware of any use of our IP that may breach these Terms, please notify us promptly.

12. Confidentiality

12.1 Confidentiality Obligation

a) You acknowledge that you (“Receiving Party”) may receive Confidential Information from us (“Disclosing Party”) in connection with the Site or Services.
b) The Receiving Party agrees to:

Keep the Disclosing Party’s Confidential Information strictly confidential;
Use the Confidential Information only for the purpose of providing or receiving the Services; and
Not disclose the Confidential Information to any third party except as permitted in this Section 12.

12.2 Permitted Disclosures

The Receiving Party may disclose the Disclosing Party’s Confidential Information:

a) To its employees, contractors, or professional advisers who:

Need to know the information for the purpose of the Services; and
Are bound by confidentiality obligations no less protective than those in these Terms;

b) If and to the extent required by:

Law, regulation, court order, or regulatory authority; or
The rules of a professional body the Receiving Party or its advisers belong to,

provided that (to the extent legally permitted) the Receiving Party:

Gives the Disclosing Party reasonable prior notice of the required disclosure; and
Takes reasonable steps to limit the scope of disclosure and preserve confidentiality (for example, by seeking protective orders).

12.3 Exclusions

Information will not be considered Confidential Information to the extent that the Receiving Party can demonstrate that it:

a) Is or becomes publicly available through no breach of these Terms by the Receiving Party;
b) Was already known to the Receiving Party on a non confidential basis before disclosure;
c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
d) Is lawfully received from a third party who did not acquire or disclose it in breach of any legal or contractual obligation.

12.4 Security Measures

Each party will take reasonable steps to protect the other party’s Confidential Information from:

Unauthorised access;
Use; or
Disclosure,

including by:

Restricting access to those who need to know; and
Using appropriate technical and organisational security measures, given the nature and sensitivity of the information.

No method is 100% secure, but each party will act in good faith to protect the other’s Confidential Information.

12.5 Return or Destruction

Upon:

Written request by the Disclosing Party; or
Termination or completion of the relevant Services,

the Receiving Party will, to the extent reasonably practicable:

Return or destroy the Disclosing Party’s Confidential Information that is in its possession or control; and
Confirm in writing that this has been done, if reasonably requested.

However, the Receiving Party may retain:

Copies required to comply with legal, regulatory, tax, or internal compliance requirements; and
Backups or archives stored in accordance with its standard backup policies, provided those copies continue to be treated as Confidential Information.

12.6 Anonymised and Aggregated Use

Nothing in this Section 12 prevents us from:

Using aggregated information derived from your engagement (for example, patterns about which constraints are most common at certain revenue bands); and
Incorporating such learnings into our frameworks, content, and services.

12.7 Duration of Confidentiality Obligations

The obligations in this Section 12:

Begin when Confidential Information is first disclosed; and
Continue for five (5) years after:
The completion or termination of the relevant Services; or
The last disclosure of Confidential Information,

whichever is later,

or for such longer period as required by law or as agreed in writing for specific categories of information.

12.8 Remedies

Each party acknowledges that:

Unauthorised disclosure or use of Confidential Information may cause serious harm that may not be fully compensable by money damages alone; and
The Disclosing Party may seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, to prevent or limit breach of this Section 12.

13. Testimonials, Case Studies & Marketing

13.1 Anonymised Results and Patterns

a) We may use anonymised or aggregated information derived from your engagement, including:

KPI movements (e.g. “Lead→Call from 18% → 27%”),
Revenue or profit changes (e.g. “~+10–20k/month from existing leads”), and
Patterns by revenue band or constraint (e.g. “Most 40–60k/month operators leak at Lead→Call or Call→Close”),

for the purposes of:

Improving our diagnostics, frameworks, and Services; and
Creating general content, examples, or marketing materials.

b) Such use will not identify you or your business by name, logo, or other unique identifiers unless you have given us prior written consent under clause 13.2.

13.2 Use of Identifiable Testimonials and Case Studies

a) From time to time, we may ask for your permission to use:

Your name and/or photo;
Your business name, logo, or niche;
Specific KPI, revenue, or other results achieved; and
Quotes, feedback, or testimonials you provide,

in marketing, sales materials, or on the Site (for example, as a case study, testimonial, or “client story”).

b) We will not publish identifiable information of this kind without your explicit consent, which may be given:

By email;
By signing a testimonial/case study release; or
Through another clear, written communication.

c) Once you provide such consent, you grant us a non exclusive, worldwide, royalty free licence to use that testimonial or case study (including your name, business name, logo, image, and statements) for marketing and promotional purposes, in any media, until such consent is withdrawn in accordance with clause 13.4.

13.3 Accuracy of Testimonials and Client Representations

a) If you choose to provide a testimonial, quote, or case study, you represent and warrant that:

Your statements are honest and accurate to the best of your knowledge;
Any results you reference are ones you genuinely experienced; and
You have the authority to allow us to use your statements and any associated images or logos.

b) We may edit testimonials for length, clarity, or formatting.

13.4 Withdrawing Consent for Identifiable Use

a) You may withdraw your consent for the use of any identifiable testimonial or case study (e.g. name, logo, photo) at any time by notifying us in writing at [email protected].
b) Upon receiving your withdrawal request, we will:

Cease using your identifiable testimonial or case study in new materials; and
Use reasonable efforts to remove or update it in places we directly control (for example, on our website and in future email campaigns),

within a reasonable timeframe.

c) You acknowledge that:

We may not be able to remove your testimonial or case study from materials already printed, distributed, or published by third parties; and
Previously lawful use before withdrawal remains valid.

13.5 Use of Public Social Proof

If you voluntarily post about your experience with us on public platforms (e.g. social media, public forums, or public reviews), you acknowledge that we may:

Refer to or link to those public posts; and/or
Quote brief excerpts (up to a reasonable amount) in our marketing,

provided that we do so in a way that is truthful and does not misrepresent your statements.

14. Call Recording

14.1 When We May Record

a) From time to time, we may record audio and/or video of:

Sales or diagnostic calls (e.g. “Constraint DeepDive” calls);
Onboarding sessions;
Sprint review and strategy calls;
Training or implementation sessions; and
Any other types of calls or meetings.

(collectively, “Recorded Calls”).

b) We record calls primarily for:

Note taking and accuracy (so we don’t miss details);
Quality control and internal training; and
Reviewing test design, implementation, and outcomes.

14.2 Notice and Consent

If you do not wish for a call to be recorded, please:

Tell us at the start of the call; or
Email us in advance so we can make arrangements.

We may, at our discretion, decide not to proceed with an unrecorded call if recording is essential for our process, in which case we will let you know.

14.3 How Recordings Are Used

Subject to these Terms and our Privacy Policy, we may use Recorded Calls to:

Review your situation and refine our recommendations;
Train ourselves and our contractors on better diagnosis, coaching, and support;
Verify what was discussed, agreed, or promised; and
Protect our legitimate interests in the event of a dispute.

Recordings are primarily for internal use and are not routinely shared with anyone outside our business, except:

Service providers who process or store recordings for us (e.g. Zoom, Loom, cloud storage); and
Our professional advisers, if reasonably necessary (e.g. lawyers, accountants).

14.4 Use of Clips in Marketing or Content

a) If we wish to use identifiable clips for marketing or public content, we will:

Ask you for written permission (e.g. email or signed release); and
Respect any conditions you place on that permission.

You are free to decline. Your decision will not affect your access to paid Services.

b) We may use fully anonymised snippets as part of training, educational, or marketing material provided they do not reasonably allow someone to identify you.

14.5 Storage and Retention of Recordings

a) Recorded Calls may be stored:

On secure cloud platforms (e.g. Zoom, Loom, Google Drive, Notion, or similar); and
In our internal systems, with access limited to those who reasonably need it.

b) We will retain recordings for as long as reasonably necessary for:

Providing the Services to you;
Training and quality control;
Resolving disputes; and
Meeting legal, regulatory, or record keeping obligations,

after which they may be deleted or anonymised in accordance with our data retention practices.

14.6 Your Access to Recordings

If you wish to obtain a copy of a specific Recorded Call that relates to a current or recent engagement:

You may request it in writing;
We will consider the request in good faith; and
If we agree, we may provide a copy or transcript, possibly with edits to remove other clients’ or confidential third party information.

We are not obliged to provide recordings in all circumstances and may refuse or limit access where:

It would compromise another person’s privacy or confidentiality; or
The recording is subject to legal privilege or regulatory restrictions.

14.7 Compliance With Surveillance and Privacy Laws

We intend to comply with applicable surveillance and privacy laws.

If you are in a jurisdiction with stricter rules on call recording, you are responsible for informing us of any specific legal restrictions that apply to you.
If you are not comfortable with any aspect of call recording, you must let us know in advance or at the start of the call so we can discuss options.

15. Third Party Tools & Links

15.1 Use of Third Party Tools in Delivering the Services

a) In providing the Site and Services, we may use or integrate with various third party tools, platforms, and services, including but not limited to:

Scheduling tools (e.g. Calendly or similar);
Video conferencing tools (e.g. Zoom);
Payment processors (e.g. Stripe, PayPal);
CRM, email, and messaging tools;
Document and project management tools (e.g. Google Workspace, Notion, Slack); and
Analytics or tracking tools (e.g. Google Analytics, ad pixels).

b) You acknowledge that these third party tools are:

Owned and operated by third parties, not by us; and
Governed by their own terms of use and privacy policies, which you may be required to accept separately.

We do not control and are not responsible for the availability, performance, or security of these external services.

15.2 Recommendations and Referrals

a) As part of the Services, we may:

Suggest that you use certain third party tools, platforms, or services (for example, specific CRMs, funnel builders, ad platforms, or automation tools); or
Refer you to other service providers (for example, media buyers, copywriters, or implementers).

b) Any such recommendation or referral is provided for your convenience only. You are solely responsible for:

Evaluating whether any recommended tool, platform, or provider is appropriate for your business;
Reviewing and complying with that third party’s terms, conditions, and privacy policies; and
Entering into any separate contracts and paying any fees directly to that third party.

We are not a party to any agreement between you and a third party provider, even if we introduce or recommend them.

15.3 No Responsibility for Third Party Services

To the maximum extent permitted by law, we:

Do not warrant or guarantee the quality, suitability, availability, or performance of any third party tools, services, or providers;
Are not liable for any loss, damage, or issues arising from your use of third party tools or services, whether or not we recommended them; and
Will not be responsible for any disputes between you and any third party provider.

Any claims or issues related to third party tools or services must be directed to the relevant provider.

15.4 Affiliate Relationships

From time to time, we may have affiliate, referral, or similar commercial relationships with certain third party providers we recommend.

If a recommendation is affiliate linked, we may receive a commission or other benefit if you sign up or purchase through our link.
We will not knowingly recommend a tool or provider solely due to an affiliate relationship; recommendations are based on what we believe is useful for typical businesses in your position.

You are not obliged to use any affiliate link or recommended provider.

15.5 Third Party Links on the Site

The Site may contain links to websites or resources operated by third parties.

These links are provided for your convenience only.
We do not endorse, control, or approve the content, policies, or practices of any third party websites.

If you access any third party website or resource, you do so at your own risk, and you are responsible for reviewing and complying with that site’s terms and policies.

15.6 Data Sharing With Third Party Tools

Where reasonably necessary for the Services, we may:

Connect or sync certain data between your accounts and our tools (for example, exporting metrics from your CRM or Stripe to a shared sheet); and/or
Grant or request access to your third party tools.

We will handle such data in accordance with:

These Terms; and
Our Privacy Policy.

However, each third party tool also processes your data under its own terms and privacy policies, which we do not control.

16. Limitation of Liability

16.1 Exclusion of Warranties (to the Maximum Extent Permitted)

a) The Site, Content, and Services are provided on an “as is” and “as available” basis.
b) We make no representations or warranties, express or implied, about:

The completeness, accuracy, or reliability of the Site, Content, or any diagnostic output (including quiz results);
The suitability of the Services for your particular business, market, or circumstances;
The continuous or error free availability or security of the Site or any tools; or
Any specific results, outcomes, or improvements in your business.

c) All implied warranties, guarantees, and conditions (other than those which cannot be lawfully excluded) are expressly excluded.

16.2 No Liability for Indirect or Consequential Loss

To the maximum extent permitted by law:

We will not be liable to you (whether in contract, tort including negligence, statute, equity, or otherwise) for any:

Indirect or consequential loss or damage;
Loss of profit, revenue, or anticipated savings;
Loss of business, opportunities, or contracts;
Loss of goodwill or reputation;
Loss or corruption of data; or
Business interruption,

arising out of or in connection with:

Your use of, or inability to use, the Site, Content, or Services;
Decisions or actions you take (or fail to take) based on the Services; or
Any acts or omissions of third party providers, platforms, or tools.

This applies even if we have been advised of the possibility of such loss or damage.

16.3 Cap on Our Total Liability (Where Cap is Permitted)

To the maximum extent permitted by law:

a) Our total aggregate liability to you (including any entity you represent) for all claims arising out of or in connection with:

The Site or Content; and/or
Any Services provided to you under these Terms,

whether in contract, tort (including negligence), statute, equity, or otherwise, is limited to the lesser of:

The total fees actually paid by you to us for the relevant Services in the ONE month immediately preceding the event giving rise to the claim.

b) If your claim relates solely to free tools or free calls (for which you did not pay us any fee), our total liability is limited, to the extent permitted by law, to AUD 1 in aggregate.

16.4 Sole and Exclusive Remedies

Where any guarantee, condition, or warranty under the ACL applies and cannot be excluded, and we are permitted by law to limit our liability for breach of such guarantee, condition, or warranty, then, to the fullest extent permitted:

Our liability will be limited, at our option, to one or more of the following:
In the case of Services:
Re supply of the Services; or
Payment of the cost of having the Services re supplied.

These are your sole and exclusive remedies in respect of any claim arising out of or in connection with the Site, Content, or Services.

16.5 Third Party Tools, Platforms, and Providers

To the maximum extent permitted by law:

We are not responsible for the acts, omissions, errors, or failures of any third party tools, platforms, or service providers (e.g. ad platforms, CRMs, scheduling, payment processors); and
We are not liable for any loss, damage, or claims arising from your use of, or inability to use, such third party services, even if we recommended or integrated with them.

Any issues with third party services must be taken up with the relevant provider.

16.6 Time Limit for Claims

To the maximum extent permitted by law:

Any claim you have against us arising out of or in connection with the Site, Content, or Services must be commenced within 2 months after the cause of action accrues;
After that period, you irrevocably waive the right to bring such claim.

This clause does not limit any shorter statutory limitation period that may apply.

16.7 Proportionate Liability

Our liability (if any) will be reduced to the extent that:

You;
Your employees, contractors, or agents; or
Any third party for whom we are not responsible,

caused or contributed to the loss or damage.

17. Indemnity

17.1 Your Indemnity to Us

To the maximum extent permitted by law, you agree to indemnify and hold us harmless from and against any and all:

Losses, damages, liabilities, costs, expenses (including reasonable legal costs on a solicitor–client basis), claims, demands, and actions,

(collectively, “Losses”) suffered or incurred by us arising out of or in connection with:

a) Your breach of these Terms

Any breach by you (or by anyone acting on your behalf) of:

These Terms; or
Any Proposal, Order Form, or Service Agreement that forms part of your engagement.

b) Your breach of law or third party rights

Any alleged or actual breach by you of:

Applicable laws, regulations, or platform policies; or
Any third party rights (including intellectual property, privacy, or contractual rights),

in connection with your marketing, sales, delivery, or use of our advice or materials.

c) Your use or misuse of the Site, Content, or Services

Any use, misuse, or non implementation of:

The Site or Content;
The Constraint Finder or other diagnostics; or
The Services, recommendations, or materials we provide,

including where:

You modify or partially implement recommendations; or
You combine our materials with other systems or strategies.

d) Your Client Materials and Data

Any claim that:

Your Client Materials or data; or
Our use of your Client Materials in accordance with these Terms,

infringes any third party rights or breaches any law.

17.2 Scope and Limits of Indemnity

a) Your indemnity in clause 17.1 applies only to the extent that the relevant Losses are not caused by:

Our own negligence, wilful misconduct, or breach of these Terms; or
Any matter for which we are liable under a non excludable law, including the ACL.

b) This indemnity is intended to operate in addition to, and not in place of, any other rights or remedies we may have at law or in equity.

17.3 Indemnity Procedure

Where we intend to rely on this indemnity:

a) We will, as soon as reasonably practicable, notify you in writing of any claim or demand that may give rise to an indemnity claim;
b) We will allow you a reasonable opportunity (where appropriate and subject to any insurer requirements or legal constraints) to:

Be informed of the progress of the matter; and
Provide input on the defence or settlement of the claim; and

c) We will not settle any claim in a way that imposes any admission of liability, cost, or obligation on you beyond this indemnity without your prior written consent (such consent not to be unreasonably withheld).

18. Term, Suspension & Termination

18.1 Term of Website Use

a) These Terms apply to your use of the Site from the moment you first access it and continue until you stop using it.
b) We may suspend or terminate your access to the Site (or any part of it) at any time, with or without notice, if we reasonably believe you have:

Breached these Terms;
Misused the Site, Content, or tools; or
Acted in a manner that is unlawful, abusive, or harmful to us, our business, or other users.

18.2 Term of Specific Engagements

a) For each paid engagement, the term of that engagement will:

Begin on the earlier of:
The agreed start date;
The date you accept a Proposal/Order Form/Service Agreement; or
The date you pay the first invoice or instalment; and
End on the earlier of:
The completion of the agreed Services; or
The date of termination in accordance with this Section 18.

b) Each engagement is separate. Termination of one engagement does not automatically terminate others, unless we notify you otherwise.

18.3 Our Right to Suspend Services

We may suspend the provision of any or all Services to you (including calls, access to materials, or other deliverables) immediately if:

a) Any amount due from you is overdue (see Section 7 – Fees, Payment Terms & Billing);
b) You or your team:

Are repeatedly unavailable for scheduled calls;
Fail to provide required access, information, or approvals; or
Otherwise prevent us from reasonably performing the Services;

c) We reasonably suspect you have:

Breached these Terms or any applicable law; or
Misused, copied, or shared our materials in violation of our Intellectual Property rights; or

d) You engage in abusive, threatening, or unprofessional conduct towards us or anyone in our team.

We will notify you of any suspension and, where appropriate, what needs to change for Services to resume.

18.4 Termination by Us (For Cause)

We may terminate any engagement (and/or your access to the Site or Services) immediately by written notice if:

a) You commit a material breach of these Terms, a Proposal, or Service Agreement, and:

The breach cannot be remedied; or
The breach can be remedied but is not remedied within 7 days of us notifying you of the breach;

b) You fail to pay any amount due within 7 days of the due date and fail to remedy that non payment after being notified;
c) We reasonably believe continuing the engagement would:

Expose us to legal, regulatory, or reputational risk; or
Be unsafe, abusive, or unworkable due to your conduct; or

d) You become insolvent, bankrupt, or subject to any insolvency event under applicable law.

If we terminate for cause, we are not obliged to refund any fees already paid, except as required by law.

18.5 Termination by Us (Without Cause)

We may also terminate an engagement without cause by giving you 14 days’ written notice.

In that case, we will refund any unused, pre paid fees for Services not yet performed on a reasonable pro rata basis; or
Offer an equivalent credit for future Services, at our option.

This refund or credit will be your sole remedy for termination without cause.

18.6 Termination by You

You may terminate a paid engagement:

a) For Convenience (Change of Mind)

By giving us written notice, subject to our refund and cancellation terms in Section 8; and
You remain liable for all fees incurred up to the effective date of termination (including any current billing cycle under a 4 week instalment plan).

b) For Our Material Breach

If we commit a material breach of these Terms or a specific engagement agreement;
You must provide written notice describing the breach in reasonable detail; and
If we do not remedy the breach within 60 days (or such longer period as agreed), you may terminate that engagement.

Any refunds due (if any) will be handled in accordance with Section 8.

18.7 Effect of Suspension or Termination

Upon suspension or termination of an engagement:

a) All outstanding fees for Services performed (or committed capacity) up to the effective date of suspension/termination become immediately due and payable, except where otherwise required by law.
b) Your right to access and use any non downloaded parts of the Services or materials that require ongoing access (e.g. private areas, live calls) will cease, unless we agree otherwise in writing.
c) The limited licence granted to you to use our materials internally (Section 11.2) will generally continue for materials already provided, subject to:

Your continued compliance with the Intellectual Property and Confidentiality sections; and
Any express limitations or revocation set out in a Proposal or Service Agreement.

d) We may retain copies of your Client Materials and data as needed to:

Comply with legal, regulatory, and record keeping obligations; and
Protect our legitimate interests (e.g. in the event of a dispute),

subject to our confidentiality and privacy obligations.

18.8 Survival of Key Provisions

The following provisions survive termination or expiry of these Terms and any specific engagement, to the extent relevant:

Section 2 (Definitions)
Section 7 (Fees, Payment Terms & Billing) – in respect of unpaid amounts
Section 8 (Refunds, Cancellations & Change of Mind)
Section 9 (Client Responsibilities)
Section 10 (No Guarantees & Earnings Disclaimer)
Section 11 (Intellectual Property)
Section 12 (Confidentiality)
Section 13 (Testimonials, Case Studies & Marketing)
Section 14 (Call Recording)
Section 15 (Third Party Tools & Links)
Section 16 (Limitation of Liability)
Section 17 (Indemnity)
Section 19 (Governing Law & Jurisdiction)
Section 20 (Dispute Resolution)
Any other clauses which by their nature are intended to survive.

19. Governing Law & Jurisdiction

19.1 Governing Law

These Terms, and any dispute or claim arising out of or in connection with them, the Site, or the Services (including any non contractual disputes or claims), are governed by the laws of the Commonwealth of Australia, without giving effect to any conflict of law principles that would result in the application of the laws of another jurisdiction.

19.2 Jurisdiction

You and we irrevocably submit to the exclusive jurisdiction of the courts, tribunals, and appellate courts of New South Wales, Australia in respect of any proceedings arising out of or in connection with these Terms, the Site, or the Services.

19.3 International Use

If you access the Site or use the Services from outside Australia:

You are solely responsible for ensuring your use complies with all laws in your location; and
You agree not to bring any claim against us in any jurisdiction other than New South Wales, Australia, except where prohibited by non excludable law.

20. Dispute Resolution

20.1 Good Faith Negotiation First

a) If any dispute, controversy, or claim arises out of or in connection with these Terms, the Site, or the Services (“Dispute”), you and we agree to first use good faith efforts to resolve it informally.
b) The complaining party must give the other party a written notice of the Dispute that includes:

A brief description of the issue;
The relevant facts and dates (where possible); and
The outcome they are seeking.

c) Within 14 days after receiving the notice, both parties will:

Acknowledge receipt; and
Use reasonable efforts to arrange a call or meeting to discuss the Dispute.

20.2 Escalation and Mediation

a) If the Dispute is not resolved within 30 days after the initial written notice (or any longer period agreed in writing), either party may propose that the Dispute be referred to mediation.
b) If both parties agree to mediation:

The mediator will be selected by agreement, or failing agreement, by an independent nominating body such as the Resolution Institute (or similar) in New South Wales;
Mediation will take place in Sydney, NSW (or online), unless otherwise agreed; and
The parties will share the mediator’s fees and any venue costs equally, unless agreed otherwise.

c) Each party will continue to perform any undisputed obligations under these Terms while a Dispute is being negotiated or mediated, to the extent reasonably practicable.

20.3 Right to Seek Urgent Relief

Nothing in this Section 20 prevents either party from:

Applying to a court of competent jurisdiction for urgent interim or injunctive relief; or
Making a complaint to a government agency, regulator, or ombudsman where they are legally entitled to do so.

20.4 Litigation as a Last Resort

a) Subject to clause 20.3, neither party may commence court proceedings in relation to a Dispute until they have:

Complied with the good faith negotiation steps in clause 20.1; and
Considered in good faith whether mediation under clause 20.2 is appropriate.

b) If, after following the above steps, the Dispute is still not resolved, either party may commence proceedings in the courts of New South Wales, Australia in accordance with Section 19 (Governing Law & Jurisdiction).

20.5 Costs of Dispute Resolution

Each party will bear their own costs of:

Negotiating; and
Preparing for and participating in any mediation or other alternative dispute resolution process,

except that:

The mediator’s fees and any agreed venue costs will be shared equally, unless the mediator directs otherwise; and
Any costs awarded by a court or tribunal will be as ordered by that court or tribunal.

21. Changes To These Terms

21.1 Right to Update

We may update, amend, or replace these Terms from time to time, for example to:

Reflect changes in our Services, pricing, or business model;
Comply with changes in law or regulatory guidance; or
Clarify existing provisions.

21.2 How We Will Notify You

When we change these Terms, we will:

Update the “Last Updated” date at the top of the Terms page; and
Where changes are material, we may also provide additional notice, such as:
Posting a notice on the Site; and/or
Emailing you at the address you last provided to us (if you are an existing client or subscriber).

21.3 Your Acceptance of Changes

a) For Site use and free tools:

If you continue to access or use the Site or any free tools after the updated Terms have been posted, you are deemed to have accepted the updated Terms.

b) For existing paid engagements:

Changes to these Terms will not retrospectively alter the core commercial terms (scope, price, duration) of any current, specifically agreed engagement, unless we both agree in writing.

c) For new or renewed engagements:

The version of the Terms in force at the time you:

Accept a new Proposal or Order Form; or
Renew or extend an engagement,

will apply to that engagement.

If you do not agree with any updated Terms, you must stop using the Site and not enter into any new engagements with us.

22. Contact Details

If you have any questions, please don’t hesitate to contact us at [email protected]