These Terms and Conditions apply to any Services that will be provided to the Client by Market Titans Agency Pty Ltd trading as Systems And Teams. 

For the purposes of this Agreement:

“Agreement” shall mean these Terms and Conditions together with the Quotation, and/or any paperwork supplied by Systems And Teams to the Client from time to time;

“Australian Consumer Law” means the Australian Consumer Law set out in Schedule 2 of the Competition & Consumer Act 2010 (Cth) as amended from time to time; 

“Systems And Teams” means Market Titans Agency Pty Ltd trading as Systems And Teams who will provide the Services to the Client;

“Business Day” means a day on which the banks are open for general banking business in South Australia except Saturday, Sunday and public or statutory holidays; 

 “Client” means any person and/or business entity named in the Quotation;

 “GST” means Goods and Services Tax payable under the GST Act.

“GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth)

“Intellectual Property” means know-how, systems, manuals, trade secrets, copyright, trademarks, eligible layouts and patents.

“Invoice” means the invoice for payment provided by Systems And Teams to the Client for any of the Services provided; 

“Ongoing” means the provision of the Services for the term as outlined in the Quotation;

“One-Off” means the provision of a one time Service and once the Services have been completed and provided to the Client no further Services are to be provided by Systems And Teams unless otherwise provided for in this Agreement;

“Services” means the advice, assistance, building, development, editing, training and/or education provided by Systems And Teams to the Client; 

 “Quotation” means any verbal or written quote or proposal for Services provided to the Client by Systems And Teams from time to time.

1. QUOTATION

1.1 Systems And Teams shall specify in the Quotation the Services

required to carry out the Client’s instructions and outline an estimate of

Systems And Teams’s charge for the performance of such Services.

1.2 Systems And Teams need not supply or provide the Services until the

Client accepts the Quotation and this Agreement.

1.3 Quotation prices will remain current for thirty (30) days from the date

of the Quotation.

1.4 Unless otherwise stated, the price for the Services is GST inclusive if

applicable.

2. PRICE

The price payable by the Client to Systems And Teams for Services is the

price specified in the Quotation, which can be varied in accordance wit

this Agreement, and this will not include the cost of any exclusions that

are listed in the Quotation.

3. ACCEPTANCE

3.1. The following shall be deemed acceptance by the Client of the

Quotation and the Agreement:

3.1.1. a written acceptance, whether by post, email correspondence,

fax or other means which state that the Client accepts the Quotation;

and

3.1.2. payment of the upfront payment if upfront is required to

Systems And Teams;

3.1.3. the Client verbally instructing Systems And Teams to

commence providing the Services as per the Quotation.

4. PAYMENT

4.1. Systems And Teams, in their sole and absolute discretion, may from

time to time require upfront payment for the Services (in whole or in

part) from the Client. If Systems And Teams requires upfront payment,

this will be specified in the Quotation and payable by the Client to

Systems And Teams within the timeframe outlined in the Quotation.

4.2. Any payment made by the Client to Systems And Teams will be non

refundable unless otherwise agreed in writing between the Client and

Systems And Teams.

4.3. Subject to clause 4.1 above, the total cost payable is to be paid by the

Client within the period and in the method as specified in the Quotation

and/or Invoice provided by Systems And Teams to the Client. Any Invoice

issued by Systems And Teams to the Client must be paid within fourteen

(14) days of the date of the Invoice.

4.4. Systems And Teams can, in its sole and absolute discretion, refuse to

provide any Services to the Client until payment in full is received in

accordance with clauses 4.1 and 4.3.

4.5. Systems And Teams, in its sole and absolute discretion, can offer the

Client discounts for making up front payments and any such discount will

be outlined in the Quotation if applicable.

4.6. If the Client makes an upfront payment following acceptance of the

Quotation and is then unresponsive to Systems And Teams, the remaining

amount due under the Quotation will be charged to the Client’s method of

payment in incremental payments over 4 months. In accepting the

Quotation and making the initial payment, the Client authorises these

incremental payments to be made to Systems And Teams.

5. DEFAULT IN PAYMENT

5.1. If the Client fails to make any payment for the Services when

payment falls due, then the Client may, without prejudice to any other

right or remedy of Systems And Teams:

5.1.1. Be charged interest at a rate of 2% per month cumulative which

is to be calculated on a day to day basis on any monies owed to

Systems And Teams. The parties agree that such amounts are not a

penalty but a true measure of the damages incurred by Systems And

Teams. Payments received from the Client will be credited first

against any account keeping fees and interest, and all such fees shall

be payable by the Client on demand from Systems And Teams;

5.1.2. Be charged an administrative fee of $45.00 AUD for each time

Systems And Teams has to follow up with the Client for late payment;

and

5.1.3. Pay Systems And Teams for any costs, expenses or losses

incurred by Systems And Teams as a result of the Client’s failure to

pay Systems And Teams all sums outstanding as owed by the Client

to Systems And Teams including, but not limited to, debt collection

and legal costs incurred in enforcing payment on a solicitor and own

client basis.

5.1.4. If the Client’s method of payment held on file by Systems And

Teams to process incremental payments is declined, Systems And

Teams will attempt to charge smaller amounts to the Client’s method

of payment in order to keep the Client’s account active.

6. VARIATIONS

6.1. Any oral and/or written variations sought by the Client relating to

Services in progress and/or to be undertaken by Systems And Teams are

subject to approval by Systems And Teams.

6.2. Systems And Teams will be entitled to vary any Quotation provided to

the Client if:

6.2.1. the Client requires a variation, orally or in writing, which is

accepted by Systems And Teams; or

6.2.2. the Client provides incomplete or inaccurate information to

Systems And Teams in order for it to provide and/or complete the

Services in which case the Client will be liable to pay all additional

costs as a result of the variation or providing incomplete or

inaccurate information.

7. CANCELLATION

7.1. Systems And Teams:

7.1.1. May cancel its obligations to supply the Services under the

Agreement by giving written notice to the Client, at any time before

any upfront payment is paid by the Client under clause 4.1; or

7.1.2. May cancel the Agreement for any reason whatsoever and upon

such termination the Client will be entitled to immediately stop

payment of any future Services.

7.1.3. May, if the Client has breached the Agreement and Systems And

Teams has given the Client written notice of the breach providing

them seven (7) days to remedy the breach and the Client has failed to

remedy the breach within this timeframe, cancel its obligation to

supply the Services remaining under the Agreement by giving

written notice to the Client; and

7.1.4. May immediately cancel the Agreement if the Client:

7.1.4. 1 has declared bankrupt; or 

7.1.4.2 has a receiver, agent or manager appointed for all or

substantially all of the property of the Client; or

7.1.4.3 enters into an arrangement or composition with its

creditors; or

7.1.4.4 becomes insolvent within the meaning of section 95A of

the Corporations Act 2001 (Cth) or,

7.1.4.5. engages in unacceptable or anti-social behaviour towards

any member or other client of Systems And Teams. 

7.1.4.6. becomes involved in any business engaging in a similar

business to Systems And Teams. 

7.1.5. Shall not be liable for any loss or damage from the cancellation

of the Agreement under this clause including any Ongoing or On-Off

Services that are not yet complete.

7.2. The Client:

7.2.1. May cancel its obligations under the Agreement by giving

written notice to Systems And Teams, at any time before any upfront

payment is made by the Client under clause 4.1; and 

7.2.2. May immediately cancel the Agreement if Systems And Teams:

7.2.2.1. is declared bankrupt; or 

7.2.2.2. has a receiver, agent or manager appointed for all or

substantially all of the property of Systems And Teams; or

7.2.2.3. enters into an arrangement or composition with its

creditors; or

7.2.2.4. becomes insolvent within the meaning of section 95A of

the Corporations Act 2001 (Cth).

7.2.3. If the Client cancels the Agreement and there still remains

amounts outstanding to be paid to Systems And Teams under the

Agreement (including future incremental payments), the Client will

pay 15% of the amount outstanding to Systems And Teams as a

cancellation fee. 

7.3. If the Client cancels the Agreement outside of clause 7.2 herein then

the Client must reimburse Systems And Teams for any costs, expenses or

losses incurred by Systems And Teams as a result of the Clients

cancellation. The Client must make payment for such cancellation costs

incurred within fourteen (14) days from receipt of an invoice from

Systems And Teams detailing such costs.

8. RELIANCE ON THE SERVICES

8.1. The Client agrees that no implications, warranties, promises, suggestions, projections, representations or guarantees whatsoever have been made about the Client’s future prospects, improvements, or earnings, or that they will earn any money with respect to your purchase of Systems And Teams products and/or services, and that Systems And Teams have not authorised any such projection, promise, or representation by others.

8.2. The Client must be aware that in Systems And Teams providing the

Services to them that the Services do not constitute as the Client waiving

or modifying any legal or regulatory obligation they are required to

comply with at law.

8.3. The Client agrees that their financial, personal or business success is

entirely the responsibility of the Client and that Systems And Teams

accept no responsibility for any losses or damages to the Client resulting

from the use of any link, information, training, uplift, or opportunity

contained within any material utilised by Systems And Teams. 

9. TERM OF THE SERVICES

9.1. The Services provided to the Client will either be Ongoing or One-off.

9.2. The Quotation will outline whether the Services are to be Ongoing or

One-off and the start and finish dates of the Services, if timeframes are

required. Ongoing Services must be paid by the Client to Systems And

Teams in advance as outlined on the Quotation.

10. SYSTEMS AND TEAMS LIABILITY:

10.1. The Agreement does not exclude, restrict or modify the application

of any provisions of any Commonwealth, State or Territorial Law which

cannot be excluded, restricted or modified. 

10.2. To the extent permitted by law, all terms, conditions, warranties and

representations, expressed or implied, by statute or otherwise, are hereby

expressly excluded. 

10.3. To the extent permitted by law, Systems And Teams shall not be

liable to the Client for any injury, harm, loss, damage, costs, expense or

other claim including consequential loss, economic loss or loss of profits

however arising, and whether direct or indirect, from the supply of the

Services and the documents produced and/or advice given as a result of

the Services or arising from any breach, default or negligence of Systems

And Teams in connection with the supply of the Services and the

documents produced and/or advice given as a result of the Services.

10.4. Subject to the Australian Consumer Law, Systems And Teams will

not accept the return of, or give credit for, any Services or documents

provided in accordance with this Agreement.

10.5. Subject to the Australian Consumer Law, Systems And Teams will

not be liable for any consequential or indirect losses.

11. INSTRUCTIONS AND COMMUNICATIONS

11.1. Systems And Teams shall only receive instructions from the Client

signing this Agreement. If the Client authorises any other employee or

agent to give Systems And Teams instructions in lieu of or in addition to

the person signing this Agreement then the Client must inform Systems

And Teams of that persons details.

11.2. Systems And Teams shall not be liable in any way for any losses

incurred by the Client in accepting instructions from the persons

contemplated by this clause. Systems And Teams may elect to

communicate by electronic mail or such other form as is convenient, and

does not warrant that any such communication will be free from defect,

virus or shall otherwise be secure. The Client hereby acknowledges and

agrees to accept such communications and releases Systems And Teams

from all liability in respect of any losses that may be incurred by the Client

from such communications.

12. FORCE MAJEURE

12.1. Systems And Teams will have no liability to the Client in relation to any

loss, damage or expense caused by Systems And Teams’s failure to

complete the Services as a result of fire, flood, tempest, earthquake, riot,

civil disturbance, theft, vandalism, crime, strike, lockout, breakdown, war

or any other matter beyond Systems And Teams’s control.

13. CONFIDENTIALITY

13.1. Systems And Teams will collect and deal with the Clients personal

information (including name, address, telephone contact, or personal

details) only in accordance with the Privacy Act 1988 (Cth).

13.2. The Client agrees that Systems And Teams may disclose personal

information to its related companies and to organisations which provide

services to or which assist Systems And Teams in providing services to its

Clients.

13.3. The Client agrees that any content shared by the Client in any

Systems And Teams forum, chat, or community page may be utilised by

Systems And Teams for advertising, marketing, and/or promotion

purposes. 

14. SUPPLY AUTHORITY, LEGISLATIVE AND STATUTORY CHARGES

14.1. Systems And Teams shall be entitled to be reimbursed all costs and

charges levied by any statutory or other authority with respect to the

Services.

15. DISPUTE RESOLUTION

15.1. Any disputes between parties arising from the performance of

provisions of the Agreement and/or the Quotation must be attempted to

be settled between the parties by an authorised representative with

authority from each party meeting within fourteen (14) days of notification

of a dispute in writing from one party to the other party. Such a meeting is

to take place within the state of South Australia at a place nominated by

Systems And Teams.

15.2. If the meeting referred to at clause 17.1 above does not result in

settlement of the dispute between Systems And Teams and the Client, the

dispute may then be referred to mediation, if agreed by both parties. The

Mediator is to be appointed by agreement between the parties and in the

event that the parties agree to mediate but cannot agree to the mediator

to be appointed then the mediator is to be appointed by the then current

President of the Law Society of South Australia. The costs of any

mediation are to be borne equally between Systems And Teams and the

Client.

15.3. If the dispute cannot be settled through mediation, or the parties do

not both consent to a mediation, then either party is at liberty to

commence legal proceedings.

15.4. During the period in which the dispute is being resolved, the parties

must continue to perform all of the provisions of the Agreement which are

not under dispute. 

16. ASSIGNMENT

16.1. This Agreement shall not be assigned by either party without prior

written consent of the other party.

16.2. Any consent that may be given by Systems And Teams may be

granted or withheld in Systems And Teams’s absolute discretion and shall

not at any time constitute a waiver of Systems And Teams’s rights and

interests under this Agreement.

17. GUARANTEE

17.1. The person signing this Agreement on behalf of the Client hereby

guarantees the payment of all monies that become due and payable under

this Agreement. This Guarantee will continue following the termination of

this Agreement until all monies owing to Systems And Teams are paid in

full.

18. INTELLECTUAL PROPERTY AND COPYRIGHT

18.1. The Client acknowledges that Intellectual Property of Systems And

Teams is used to provide the Services and in the materials and documents

provided by Systems And Teams. The Intellectual Property is the absolute

property of Systems And Teams and will at all times be owned and

controlled by Systems And Teams and is protected by copyright,

trademarks and intellectual property laws in Australia. Any use of the

Intellectual Property by the Client can only occur with the prior written

authority of Systems And Teams.

18.2. Copyright in all documents produced by Systems And Teams for the

Client is owned by Systems And Teams.

18.3. Except where expressly authorised by Systems And Teams the use of

the documents produced as part of the Services, or as permitted under the

Copyright Act 1968 (Cth), no documents provided to the Client by Systems

And Teams may be reproduced, adapted, provided to a third party (unless

in the ordinary course of business of the Client), distributed or transmitted

in any form by any process, without the specific prior written consent of

Systems And Teams.

19. GST AND OTHER TAXES

19.1. If applicable, the Client must pay to Systems And Teams Goods and

Services Tax on the Services as is required by the Australian Taxation

Office as well as any other taxes, duties, fees and levies for the Services

supplied that may be applicable at law. Unless otherwise stated, the price

for the Services is GST inclusive if applicable.

20. GENERAL MATTERS

20.1. This Agreement contains the entire agreement between Systems And

Teams and the Client. The parties agree that any negotiations that led to

this Agreement have been accurately incorporated in this Agreement.

20.2. In entering into this Agreement the parties hereby acknowledge that

they have not made any warranties or representations to each other

except as incorporated in this Agreement.

20.3. This Agreement is governed by the laws of South Australia and the

parties submit to the exclusive jurisdiction of the Courts of South Australia.

20.4. If any part of this Agreement is found to be void, voidable or not

enforceable, that part shall be struck out without affecting or eroding the

enforceability or validity of the remaining parts and such severance shall

not detract from the obligations each party has under this Agreement.

20.5. The Client agrees to treat other members or clients of Systems And

Teams with respect, and to not restrict or inhibit any other client’s use or

enjoyment of SystemAndTeam’s materials, including but not limited to the

website(s), message boards, shared documents, software, chats, and/or

public forums. 

20.6. Any Client seen to be behaving in an anti-social and/or indecent

manner towards any member or other client of Systems And Teams (at

Systems And Teams discretion) will be the subject of a review, and

Systems And Teams reserves the right to Cancel the Agreement under

clause 7 with no refund of payments made to date by the Client.

Depending on the behaviour, Systems And Teams may at their discretion

issue a warning to the Client to rectify the behaviour in order to avoid such

a cancellation. 

20.7. Unless agreed between the parties, the client’s access to the services

will expire within six months of initial payment being received if the client

has not actively utilised the services prior to that time.