Systems Consulting Service Agreement

This Agreement sets out the terms on which we provide services to you. It applies to every engagement you enter into with us, alongside the specific proposal and quote you accept.

Who we are.GH Roworth Pty Ltd (ACN 658 761 105) as trustee for the GH Roworth Family Trust (ABN 17 420 288 548), trading as The Systems Coach, of Darwin, Northern Territory, Australia. In this Agreement we call ourselves “we”, “us” or “our”. An Independent Microsoft Partner.

Who you are.The organisation or individual named on the accepted quote. In this Agreement we call you “you” or “the Client”.

How the documents fit together. Three documents govern our work with you:

1. Your quote— the commercial terms: what you are buying, what it costs, and when it is payable. This is the document you sign.
2. Your proposal— the scope: what we will do, what we will deliver, and what is excluded. Linked from your quote.
3. This Agreement— the standing terms that apply to all our work.

If they conflict, the quote prevails over the proposal, and the proposal prevails over this Agreement — but only to the extent of the inconsistency, and only where the difference is stated explicitly.

Acceptance. By signing and accepting your quote, you confirm you have read, understood and agreed to this Agreement. Your signature, whether physical or electronic, is valid and enforceable.

We provide services across five areas. Your quote and proposal will identify which apply to your engagement. Not every clause in this Agreement will be relevant to every engagement.

1.1 Business Systems Coaching

Extracting, documenting and improving the operational systems that run your business. Delivered using the SYSTEMology® methodology, under licence. Typically includes working sessions, systems documentation, workflow design and team enablement.

SYSTEMology® is a registered trademark of SYSTEMology Pty Ltd, used under licence. Nothing in this Agreement grants you rights to the SYSTEMology® methodology, brand or materials beyond your own internal use of the documentation produced for your business.

1.2 Microsoft 365 Consulting and Implementation

Audit, architecture, configuration and implementation across the Microsoft 365 environment, including Teams, SharePoint, OneDrive, Planner, Lists and Power Automate. May include governance documentation, information architecture, end-user training and backend support through a Microsoft Partner GDAP relationship.

Licensing. Microsoft licences are your own cost and remain your responsibility. We will advise on licence requirements but do not resell, supply or warrant Microsoft licensing. Our services depend on you maintaining appropriate active licences.

1.3 AI Adoption, Automation and Training

Workshops, cohort programs, private team programs and custom automation work involving artificial intelligence tools. Includes the AI Operator Cohort, public and private workshops, AI Workplace Kickstart, custom agent builds and automation implementation.

AI-specific terms are set out in section 6.

1.4 Custom Application and Software Development

Design, build, deployment and support of custom applications, integrations and software tools built for your business.

Intellectual property in custom development is addressed in section 7.3 and differs from other service lines. Read that section carefully before accepting a quote for development work.

Acceptance. Where your proposal includes custom development, the following applies unless your proposal states otherwise:

• We will notify you when a deliverable is ready for acceptance testing.
• You have ten business daysto test it against the acceptance criteria in your proposal and notify us in writing of any defect — meaning a material failure to meet those criteria.
• We will remedy notified defects at no charge and resubmit for acceptance.
• If you do not notify us of a defect within the acceptance period, or you use the deliverable in live operation, it is taken to be accepted.
• Anything outside the stated acceptance criteria is a variation under section 5, not a defect.

Where a proposal includes a post-go-live support period, that period runs from the date of acceptance.

1.5 Memberships, Subscriptions and Retainers

Ongoing services billed on a recurring basis, including the AI Operators Club membership and our monthly retainers (Essentials, AI Ops, AI Partner). Recurring terms are set out in section 4.

2.1 What we will do

• Communicate promptly and keep you informed of progress.
• Use our best efforts to deliver the agreed services on time and to a professional standard.
• Give you our full attention during scheduled sessions.
• Tell you promptly if anything threatens the timeline, scope or outcome.
• Deliver what is described in your proposal.

2.2 What you will do

Your participation materially affects the outcome. You agree to:

• Attend scheduled sessions and provide requested information in a timely manner.
• Make the right people available where their involvement is needed for implementation or adoption.
• Use the systems, documentation and workflows we deliver.
• Tell us promptly about challenges, constraints or risks that may affect delivery.
• Provide accurate information, and tell us if something we have documented is wrong.
• Maintain the software licences and access our work depends on.
• Pay on time.

2.3 Where delivery depends on you

Some engagements list specific client dependencies in the proposal — people to be made available, data to be provided, decisions to be made by a date. Where you do not meet a stated dependency, we may extend timelines accordingly, and any additional time we incur as a result may be charged at our standard hourly rate with your prior agreement.

Contact.Email is our primary channel. Our office hours are 9:00 am – 5:00 pm ACST, Monday to Friday. We aim to respond within one business day. Enquiries between sessions are for brief questions; anything requiring extended discussion will be scheduled.

Scheduling. Sessions are booked by calendar invitation to your nominated email address. Please start and finish on time.

Rescheduling and cancellation.If you need to reschedule or cancel, give us at least 24 hours’ notice by email. Less than 24 hours’ notice is treated as a missed appointment.

Missed appointments. One missed appointment during an engagement is understandable. Repeated missed appointments may result in the engagement being suspended or terminated, and sessions not attended are not refundable or rescheduled beyond that point.

Pausing.Fixed-term engagements may be paused once for up to three months, by email, with at least 24 hours’ notice before your next scheduled session. Recurring memberships and retainers cannot be paused — see section 4.

4.1 Prices and GST

Prices are in Australian dollars. Your quote states whether amounts are inclusive or exclusive of GST. GST applies to all services at the prevailing rate.

4.2 One-off engagements

Payment terms are as stated on your quote. Unless stated otherwise, invoices are issued on acceptance and payable before work commences.

4.3 Recurring services — memberships and retainers

• Recurring services bill monthly in advance from the date of your first payment.
• You may cancel a monthly membership at any time, effective at the end of the current paid month. No further payments will be taken. We do not refund the current month.
• Where a proposal states a minimum term (for example, a six-month retainer), that minimum term applies and is stated on your quote before you sign.
• Where an included period is offered (for example, three months of AI Operators Club included with a program), billing begins automatically at the stated rate at the end of that period unless you cancel first. We will notify you before the first charge.
• We may change recurring pricing with 30 days’ written notice. You may cancel before the change takes effect. Where your quote states a minimum term, the price is fixed for that term and any change takes effect only at the end of it.

4.4 Payment method

If you pay by card or direct debit, you authorise us to charge that method for amounts due under your quote, and you will receive an electronic receipt. If we invoice you instead, payment is due by the invoice date.

4.5 Late or failed payment

If payment is not received by the due date, we will notify you. You have seven days from that notice to pay. If payment is not made within that period, we may suspend delivery. If payment remains outstanding 14 days after suspension, we may terminate the engagement. Suspension does not reduce amounts already owing.

4.6 Credits and give-backs

Some entry offers carry a credit toward a further engagement. Where a credit applies, it is stated on your quote. The following terms apply to all credits:

• Workshop credit. The full workshop fee is credited toward the AI Operator Cohort where you enrol within 14 days of the workshop you attended.
• Audit credit. The full audit fee is credited toward any build, support block or retainer commenced within 30 days of your written plan being delivered.
• Credits do not stack. Where more than one credit applies, only the largest is applied.
• Credits are applied against a future invoice. They have no cash value, are not refundable, and cannot be transferred to another party.
• Credits expire at the end of the stated period.

4.7 Refunds

We want you to be satisfied with our work. Because of the preparation, time and care that goes into delivery, we do not generally offer refunds once a service has commenced.

However: nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law or any other law that cannot lawfully be excluded. Where the Australian Consumer Law applies and we fail to meet a consumer guarantee, you are entitled to the remedies that law provides, which may include a refund.

Where you cancel a fixed-term engagement before completion, we will invoice for work performed and expenses committed up to the date of cancellation, and refund any balance held in advance.

Fixed scope. Unless your proposal states otherwise, each engagement is for a fixed scope and fixed term as described in that proposal.

What is not included. Anything not described in your proposal is not included. This includes future-phase work listed as indicative or deferred, ongoing support after an implementation period, and third-party licence or subscription costs.

Variations. If you want work beyond the agreed scope, we will quote it separately. No additional work is committed until you accept a quote for it.

Indicative pricing. Where a proposal shows indicative pricing for future-phase work, those figures are estimates only. They are not offers, are not binding, and will be replaced by a formal quote if you choose to proceed.

Where our services involve AI tools, the following applies.

6.1 How AI is used

We use AI tools — including but not limited to Anthropic’s Claude, Microsoft 365 Copilot and OpenAI’s ChatGPT — in delivering services, and we train and enable your team to use them. Which tools apply to your engagement is described in your proposal.

6.2 AI output is not guaranteed

AI-generated output can be inaccurate, incomplete or misleading, and can appear confident while being wrong. You acknowledge that:

• AI output must be reviewed by a competent person before it is relied on.
• We do not warrant the accuracy, completeness or fitness for purpose of AI-generated content.
• You remain responsible for decisions made and actions taken on the basis of AI output, whether generated by us, by you, or by a system we have built or configured.
• AI tools change frequently. A configuration, prompt or automation that performs well at handover may behave differently as the underlying models are updated by their vendors.

6.3 Your data and third-party AI vendors

Where we use AI tools in delivering services, your information may be processed by those vendors under their own terms and privacy policies. You agree to this processing.

You are responsible for deciding what information is appropriate to place into AI tools. Do not provide us with, or enter into AI tools, information you are not permitted to disclose to a third-party processor — including personal information you do not have consent to share, health records, or information subject to a confidentiality obligation that would prohibit it.

Where you have specific data-handling requirements, tell us before the engagement begins so we can advise whether they can be met.

6.4 Third-party tools generally

Our services often depend on third-party platforms — Microsoft, Anthropic, HubSpot, and others. We do not control those platforms. We are not responsible for their availability, pricing changes, feature changes, data handling or discontinuation. Where a platform change materially affects work we have delivered, remediation is chargeable as new work.

7.1 What you own

You own your business information, your data, and the documentation, processes and configurations we produce specifically for your business. You may use them for your own internal business purposes without restriction.

7.2 What we own

We retain ownership of everything we bring to the engagement or develop for general use, including our methodologies, frameworks, templates, training materials, prompt libraries, tools and know-how. Nothing in this Agreement transfers ownership of these to you.

Where our materials are incorporated into what we deliver, you receive a perpetual, non-exclusive, non-transferable licence to use them for your own internal business purposes. You may not resell, license, publish or distribute them.

7.3 Custom application development

Where we build a custom application, integration or software tool for you:

• We retain ownership of the source code unless your proposal states otherwise in writing.
• You receive a perpetual, non-transferable licence to use the application for your own internal business purposes.
• Any future commercial productisation, white-labelling, resale or licensing of the underlying platform is subject to a separate written agreement.
• Where you require ownership of the source code, say so before accepting the quote. It is available, and it is priced differently.

7.4 Use of your name

We may identify you as a client and describe the nature of the work in general terms, unless you tell us in writing that you would prefer we did not. We will not disclose confidential details, commercial terms or your data in doing so.

Confidentiality.We keep information exchanged during an engagement confidential. We will not disclose it except where: a member of our team needs it to deliver the services; you have given written permission; we are required to by law or legal process; or disclosure is reasonably necessary to protect our rights, our property, or someone’s safety.

This obligation is mutual. You agree to keep our proposals, pricing, methodologies and materials confidential.

How long it lasts. Confidentiality obligations continue for five years after the engagement ends, and indefinitely for anything that is a trade secret or personal information.

Security.Each party will take reasonable steps to protect the other’s confidential information, appropriate to its sensitivity — including access controls, encryption in transit, and limiting access to those who need it.

If something goes wrong.If either party becomes aware of unauthorised access to or disclosure of the other’s confidential information, it will notify the other within two business days and take reasonable steps to contain and remedy it.

Return or destruction.On termination, or on written request, each party will return or securely destroy the other’s confidential information, except where retention is required by law or reasonably necessary for backup, insurance or dispute records. Retained copies remain subject to this section.

Privacy. We handle personal information in accordance with the Privacy Act 1988 (Cth) and our Privacy Policy, available at thesystemscoach.com.au/privacy.

Subcontractors and platforms. We may use subcontractors and third-party platforms in delivering services. Where we do, we remain responsible for the services, and we require appropriate confidentiality obligations from subcontractors.

9.1 Australian Consumer Law

Our services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in this Agreement excludes, restricts or modifies those guarantees or any other right or remedy you have under a law that cannot lawfully be excluded.

Where we are permitted to limit our liability for a failure to comply with a consumer guarantee, our liability is limited to resupplying the services or paying the cost of having them resupplied.

9.2 No guarantee of results

We deliver systems, tools, training and advice. We do not guarantee particular business outcomes, revenue results or efficiency gains. Results depend on factors outside our control, including your team’s adoption, your market and your execution.

Nothing we provide is legal, financial, accounting, tax or medical advice. For those matters, consult an appropriately qualified professional.

9.3 Limitation of liability

Subject to section 9.1, and to the maximum extent permitted by law:

• Our total liability arising out of or in connection with an engagement is limited to the total fees you have paid us under that engagement.
• Neither party is liable to the other for indirect or consequential loss, loss of profit, loss of revenue, loss of business opportunity or loss of goodwill.
• We are not liable for loss arising from your use, misuse or non-use of the services, materials or AI output, or from decisions you make on the basis of them.

What the cap does not cover. The limits above do not apply to liability arising from:

• a breach of section 8 (Confidentiality and Privacy);
• infringement of a third party’s intellectual property rights;
• fraud, wilful misconduct or reckless disregard for the consequences of an act or omission;
• death or personal injury caused by negligence;
• your obligation to pay fees properly owing; or
• anything that cannot be limited or excluded by law.

These carve-outs apply equally to both parties.

9.4 Indemnity

Each party indemnifies the other against third-party claims arising from its own breach of this Agreement, its unlawful conduct, or its infringement of a third party’s intellectual property rights.

You additionally indemnify us against third-party claims arising from your provision to us of information you were not entitled to disclose.

In each case the indemnity is limited to direct losses and reduced proportionately to the extent the claim was caused by the indemnified party’s own negligence or breach.

Term. This Agreement applies from the date you accept your first quote and continues while any engagement is on foot.

Termination for convenience.Either party may terminate a fixed-term engagement by giving 30 days’ written notice by email. Recurring memberships may be cancelled as set out in section 4.3.

Termination for cause. Either party may terminate immediately by written notice if the other party materially breaches this Agreement and does not remedy the breach within 14 days of being notified.

Immediate termination. Either party may terminate immediately, without a remedy period, if the other party:

• becomes insolvent, has an administrator, liquidator or receiver appointed, or ceases to carry on business;
• commits a serious breach of section 8 (Confidentiality and Privacy); or
• engages in fraud, unlawful conduct or wilful misconduct in connection with the engagement.

Transition. On termination for any reason other than your material breach, we will provide reasonable assistance to hand over work in progress, documentation and access credentials. Assistance beyond four hours is chargeable at our standard hourly rate, quoted before it is incurred.

On termination. You must pay for all work performed and expenses committed up to the termination date. We will provide you with the work completed to that point. Licences granted under section 7 survive termination, provided amounts owing have been paid.

Survival. Sections 4 (Fees, to the extent of amounts owing), 7 (Intellectual Property), 8 (Confidentiality and Privacy), 9 (Warranties, Liability and Consumer Rights) and 11 (General) survive termination.

Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, industrial action, government restrictions, epidemics, or failure of essential third-party infrastructure. The affected party will notify the other promptly and both will act reasonably to minimise the impact.

Entire agreement. This Agreement, together with your proposal and quote, is the entire agreement between us on its subject matter and supersedes any prior discussion or agreement.

Variation. This Agreement may be amended in writing signed by both parties. We may update this Agreement for future engagements by publishing a revised version; the version in force on the date you accept a quote governs that engagement.

Assignment.Neither party may assign its rights or obligations under this Agreement without the other’s written consent, which will not be unreasonably withheld. Either party may assign to a related entity or to a purchaser of its business on written notice.

Severability. If any part of this Agreement is unenforceable, the rest continues in full force.

Waiver. If we do not enforce a term on one occasion, that does not waive our right to enforce it later.

Notices. Notices to us go to greg@thesystemscoach.com.au. Notices to you go to the email address on your quote. Tell us within seven days if your contact or billing details change.

Governing law. This Agreement is governed by the laws of the Northern Territory, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of that Territory.

Dispute resolution. If a dispute arises, we both agree to attempt to resolve it in good faith by direct discussion first. If it is not resolved within 30 days, either party may refer it to mediation before commencing proceedings.

The mediator will be agreed between the parties or, failing agreement within 14 days, appointed by the Chair of the Resolution Institute or its successor. Mediation may be held online or in Darwin, Northern Territory. Each party bears its own costs and the parties share the mediator’s fee equally.

This clause does not prevent either party from seeking urgent interlocutory relief, exercising rights under the Australian Consumer Law, or approaching a regulator or ombudsman. It does not suspend your obligation to pay amounts not in dispute.

Continuity during a dispute. While a dispute is being resolved, and provided you continue to pay amounts not in dispute, we will continue to deliver the services and you will retain access to your data, systems and documentation.

Professional conduct. If you have a concern about our work, raise it with us directly so we have the opportunity to address it.

By signing and accepting your quote, you confirm that you have read, understood and agreed to this Agreement, and that you have had the opportunity to ask questions before signing.

The Systems Coach is a trading name of GH Roworth Pty Ltd (ACN 658 761 105) as trustee for the GH Roworth Family Trust (ABN 17 420 288 548).