SGS — Terms & Conditions

Version 2.0 — Effective 1 May 2026

These Terms & Conditions (Terms) govern your use of services and the website operated by Summit Growth Operations Pty Ltd (ABN 29 696 460 625), trading as Summit Growth Systems (SGS, we, us, our). By signing up for an SGS service, paying an invoice, or continuing to use our website or platform, you agree to be bound by these Terms.

If you and SGS have signed a separate Client Service Agreement, that Agreement governs your specific engagement and prevails over these Terms to the extent of any inconsistency.

1. Definitions

Service or Services — any product offered by SGS, including SGS AI Receptionist, SGS Automation, SGS Web Development, and any add-ons or integrations
Client — the business entity that has engaged SGS for a Service
End-Customer — a person who interacts with the Client's business through Services we operate on the Client's behalf
Platform — the third-party infrastructure on which we deliver our Services, including data hosting, communications, and processing components (described in categories in our Privacy Policy)
Foundation Member — the first 5 Clients who sign up within 30 days of our launch, on the Foundation Member terms set out in Section 6
Restricted Sector — the business sectors listed in Section 9 (NDIS, aged care, healthcare, allied health, mental health, pharmacies, medical specialists, and any business whose primary service involves the collection of health information)
Australian Consumer Law or ACL — Schedule 2 of the Competition and Consumer Act 2010 (Cth)

2. Eligibility and acceptance

To use our Services as a Client you must:

Be a registered Australian business with a valid ABN (or otherwise legally able to enter into binding contracts)
Be at least 18 years old (if signing as an individual)
Not operate in a Restricted Sector for any Service that handles voice or transcript data (Section 11)

By using our Services you confirm that you meet these eligibility requirements and that the information you provide to us is accurate.

3. The Services

3.1 What we provide

SGS provides three product lines:

SGS AI Receptionist — an AI voice agent that answers your inbound calls, captures caller details, classifies enquiries, and creates contact and booking records on your behalf
SGS Automation — done-for-you customer relationship management (CRM) automations operating on the Platform: SMS / email follow-ups, lead nurture, quote follow-up, payment reminders, customer satisfaction surveys, and similar workflows
SGS Web Development — custom website builds quoted per scope at onboarding

The exact scope of Services for your engagement is defined by the package you select (Essentials, Professional, Premium, Ultimate) and any add-ons, plus your Client Service Agreement.

3.2 Underlying Platform

Our Services are delivered on third-party infrastructure (categorised in our Privacy Policy) and supported by a small set of third-party providers. While we manage and customise the Platform on your behalf, we do not own or operate the underlying infrastructure. We rely on the underlying providers' continued availability and compliance with our processor arrangements. Our liability for outages or failures of the underlying Platform and other third-party providers is limited as set out in Section 14.

3.3 No outcome guarantee

We do not guarantee specific business outcomes, including specific lead volumes, conversion rates, customer retention, revenue, or return on investment. Our Services depend on factors outside our control, including your business, your market, your follow-up practices, and how you use the Services.

4. Fees, GST, and payment

4.1 Pricing

Our pricing is published on our website and in your service agreement. All prices are in Australian dollars and exclude GST unless otherwise stated. GST is added at checkout in line with the A New Tax System (Goods and Services Tax) Act 1999 (Cth). We will issue compliant tax invoices.

4.2 Setup fee

A non-refundable setup fee applies to every package, payable on signing. Refund rights during the cooling-off period are set out in Section 7.

4.3 Monthly retainer

The monthly retainer commences on go-live (the date your Service is configured and operational) and is billed monthly in advance via Stripe. Continued use of the Service after each billing date constitutes acceptance of that month's charges.

4.4 Bundle inclusions and overage

Each tier includes a monthly bundle of SMS segments and (for tiers including AI Receptionist) voice minutes. Bundle inclusions do not roll over. Usage exceeding the bundle is charged at:

SMS overage: A$0.15 per segment
Voice overage: A$0.75 per minute

We will provide usage warnings at 75%, 90%, and 100% of bundle. Overage charges appear on your next invoice.

4.5 Late payment

If an invoice is not paid by the due date, we may:

Suspend the Service after 14 days of non-payment, on 7 days' written notice
Terminate the Agreement after 30 days of non-payment, on 7 days' written notice
Charge interest on outstanding amounts at 2% above the RBA cash rate, accruing daily

Suspension or termination for non-payment does not waive your obligation to pay outstanding fees.

5. Bundle, overage, and usage transparency

We will make commercially reasonable efforts to provide live usage tracking through your sub-account. You are responsible for monitoring usage and managing within your bundle. We will not disconnect Service mid-cycle for exceeding bundle — overage is billed in arrears.

6. Foundation Member offer

The Foundation Member offer is open to the first 5 Clients who sign up within 30 days of our launch (1 May 2026 – 31 May 2026). Foundation Members receive:

50% off the setup fee for their tier
Lifetime price lock — the monthly retainer rate at signup is held for the life of the engagement, even if SGS raises prices in future

Conditions:

Foundation Member status is non-transferable
Lifetime price lock applies only to the originally selected package; upgrades to a higher tier or adding new add-ons are charged at then-current prices
Lifetime price lock terminates if the Client cancels and rejoins later
The offer is limited to a maximum of 5 spots and ends on the earlier of (a) the 5th sign-up, or (b) 31 May 2026

7. Cooling-off period and refunds

7.1 7-day cooling-off

You have 7 calendar days from the date you sign your Client Service Agreement (or pay the setup fee, whichever is earlier) to cancel by providing written notice to sam@summitgrowthsystems.com.au. If you cancel within the cooling-off period:

We will refund 50% of the setup fee to your nominated payment method
No monthly retainer will be charged
Any work done in the cooling-off period is at our cost

7.2 After the cooling-off period

After 7 calendar days, the setup fee is non-refundable. The monthly retainer is then governed by your termination terms (Section 12) and your applicable lock-in (if any).

7.3 Hardship

If you experience genuine financial hardship or business closure during the lock-in period, contact us. We may waive the early-termination give-back at our reasonable discretion. This is a goodwill mechanism; it is not a contractual right.

8. Acceptable use — your obligations

You agree that you will not, and will not permit anyone using your account to:

8.1 General prohibitions

Use the Services for any unlawful purpose or in violation of any Australian law
Use the Services to send spam, scam, harassing, or fraudulent messages
Reverse engineer, copy, or attempt to clone the Services, automation templates, or AI configurations
Resell, sublicense, or share access to the Services without our written consent

8.2 Communications law

You warrant that every contact in your CRM has provided consent to receive commercial electronic messages from your business under the Spam Act 2003 (Cth) — express, inferred, or otherwise valid
You will not import contact lists you do not have lawful authority to message
You will provide accurate ABN and business identification details required for SMS sender registration
You will register any alphanumeric Sender ID you wish to use through us, in compliance with the ACMA SMS Sender ID Register (effective from 1 July 2026)

8.3 AI Receptionist obligations

If you enable the SGS AI Receptionist:

You authorise us to record, transcribe, and process inbound calls on your behalf
You acknowledge that the AI Receptionist will identify itself as an AI assistant at the start of every call, and that this disclosure is locked and may not be removed or weakened
You will display a link to your privacy policy and our Privacy Policy on your website
You will not configure the AI Receptionist to elicit health, financial, or other sensitive information regulated under the Privacy Act 1988 (Cth)
You acknowledge that AI outputs may contain errors and that you remain responsible for reviewing AI-generated content before relying on it for material business decisions

8.4 Data and content

You warrant that you have the right to upload all content (logos, copy, customer data) you provide to us
You retain ownership of your data; you grant us a licence to use your data solely to operate the Services for you
You will not upload content that infringes intellectual property rights, defames any person, or violates any law

9. Restricted Sectors

The SGS AI Receptionist and any SGS Automation feature that captures voice or transcript data is not available to businesses operating in:

NDIS-registered or unregistered disability services
Aged care providers
Healthcare clinics and medical practices
Allied health professions (physiotherapy, psychology, podiatry, optometry, audiology, dietetics, chiropractic, osteopathy, and similar)
Mental health services
Pharmacies
Medical specialists
Any business whose primary service involves the collection of health information

You warrant that you do not operate in a Restricted Sector for any Service that handles voice or transcript data. If we discover that you do, or your business pivots into a Restricted Sector during the engagement, we reserve the right to immediately disable affected Services and terminate your engagement without liability.

We may continue to provide the following services to businesses in Restricted Sectors, on a scoped basis, where the configuration does not capture health, disability, or other sensitive information:

SGS Web Development and SEO services
Generic SGS Automation features that do not capture sensitive information (e.g. generic lead follow-up SMS, basic CRM record-keeping, generic appointment reminders) where data fields are restricted to non-sensitive categories

For these scoped engagements, the Restricted Sector client warrants that they will not configure the Services to elicit or store sensitive information in any custom field, tag, opportunity record, note, or message template. SGS may suspend or disable any Service immediately if we discover sensitive information being captured.

10. Intellectual property

10.1 SGS IP

We retain all intellectual property rights in:

The SGS Platform configuration, automation templates, workflow architectures, AI Receptionist persona configurations and system prompts, and snapshots
The SGS brand, trade marks, and creative assets
Any improvements or derivative works we create
Documentation, training materials, and proprietary methodologies

We grant you a non-exclusive, non-transferable, revocable licence to use the Services during your engagement.

10.2 Your IP

You retain all intellectual property rights in:

Your business data (contacts, conversations, pipeline, opportunities, financial data)
Your brand, trade marks, and creative assets you provide to us
Any content you create within the Services

10.3 Feedback

If you provide feedback, suggestions, or improvement ideas, we may use them without compensation to improve the Services.

11. Confidentiality

Each party will keep the other party's confidential information confidential and use it only to perform their obligations under these Terms. Confidential information does not include information that is publicly known, independently developed, or required to be disclosed by law. We may use anonymised, aggregated information for product improvement and case studies (no personally identifying information without your consent).

12. Term, termination, and data on exit

12.1 Term

The Agreement commences on signing and continues until terminated as set out below.

12.2 Termination by you

No-lock-in plan: You may terminate at any time by giving 30 days' written notice
6-month commit plan: You may terminate during the 6-month commit period by giving 30 days' written notice. If you do, the give-back-the-discount mechanic applies (Section 12.5)
For SGS material breach: You may terminate immediately if we materially breach these Terms and fail to cure the breach within 14 days of written notice
For material adverse change: If we make a material adverse change to these Terms or the Service, you may terminate within 14 days of receiving notice of the change, with no give-back charge

12.3 Termination by SGS

For convenience: We may terminate by giving 60 days' written notice and refunding any prepaid retainer pro-rata for unused service
For your material breach: We may terminate immediately if you materially breach these Terms and fail to cure within 14 days of written notice
For non-payment: As set out in Section 4.5
For Restricted Sector: We may terminate immediately if you operate or commence operating in a Restricted Sector for a Service that handles voice or transcript data

12.4 Foundation Member termination

Foundation Members are not subject to a 6-month lock-in. The give-back-the-discount mechanic does not apply to Foundation Members.

12.5 Give-back-the-discount mechanic (6-month commit plans only, non-Foundation)

If you signed up on the 6-month commit plan and terminate during the commit period (other than for SGS material breach or material adverse change), you will pay the difference between the commit price you have paid and the no-lock-in price that would have applied for each month you were on the Service. For example: if you signed up at A$500/mo (6-month commit) and the no-lock-in price was A$600/mo, and you terminate at month 3, you pay back (A$600 − A$500) × 3 = A$300. This is not a penalty; it is the amount of the discount you took for committing.

12.6 Pre-contract acknowledgement

By signing the Client Service Agreement on the 6-month commit plan, you acknowledge that you have read, understood, and accepted the give-back mechanic in Section 12.5.

12.7 Setup fee

The setup fee is non-refundable after the 7-day cooling-off period (Section 7), regardless of which party terminates and regardless of the reason for termination, except where SGS terminates for our convenience under Section 12.3 before setup work has been completed (in which case the setup fee is refunded pro-rata for work not yet performed).

12.8 Data on termination

On termination by either party for any reason:

We provide a 30-day data export window during which you may export your CRM data, conversations, recordings, transcripts, and pipeline via standard CSV export and Platform tools
We will assist with reasonable additional export requests within this window
After the 30-day window, your data is deleted from our active systems within 60 days; backups are deleted within a further 90 days
Data export is free, on-demand, and not contingent on settled invoices. We do not hold data hostage.

13. Service availability

We use commercially reasonable efforts to keep the Service available, secure, and performant. We do not warrant uninterrupted, error-free, or 100% available Service.

The Service depends on third-party platforms, telecommunications carriers, internet infrastructure, and our sub-processors. We are not liable for outages, downtime, performance degradation, or failures arising from:

Third-party infrastructure outages (including outages affecting the Platform, telephony carriers, AI service providers, and payment processors)
Telecommunications carrier outages
Internet service outages
Your acts, omissions, or misconfiguration
Force majeure events (Section 18)

Where we identify a service issue caused by us, we will use commercially reasonable efforts to restore Service promptly. We may, in our reasonable discretion, provide service credits for significant SGS-caused outages — credits are not a contractual right.

14. Limitation of liability

14.1 Mutual exclusions

To the maximum extent permitted by law, neither party is liable to the other for:

Indirect, special, incidental, consequential, or punitive damages
Loss of profits, revenue, business, anticipated savings, or goodwill (whether direct or indirect)
Loss of data (except where caused by our gross negligence or wilful misconduct)
Damages arising from third-party platform outages or sub-processor failures

14.2 Liability cap

To the maximum extent permitted by law, our total aggregate liability to you under or in connection with these Terms (whether in contract, tort, statute, or otherwise) is limited to the total fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim.

14.3 ACL carve-out

Nothing in these Terms excludes, restricts, or modifies any consumer guarantees, rights, or remedies that you may have under the Australian Consumer Law that cannot be excluded by contract.

Where we are permitted by law to limit our liability for breach of a non-excludable consumer guarantee, our liability is limited (at our option) to:

supplying the Services again, or
paying the cost of having the Services supplied again.

14.4 Caps do not apply to

The above caps do not apply to:

Either party's indemnity obligations under Section 15
Either party's confidentiality obligations under Section 11
Either party's payment obligations
Liability that cannot be excluded or limited by Australian law (including the ACL)

15. Indemnity

You agree to indemnify, defend, and hold harmless SGS, its officers, employees, contractors, and agents from and against any claims, losses, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) your breach of the Spam Act 2003 (Cth) or Privacy Act 1988 (Cth), including but not limited to your failure to obtain valid consent from end-customers before we send messages on your behalf; (b) your failure to provide adequate AI receptionist disclosures, signage, or privacy notices to your customers, where required by law; (c) any content, contacts, or data you upload or import into the Services that infringes intellectual property rights, defames any person, or violates any law; (d) your operation in a Restricted Sector contrary to your warranty in Section 9; (e) your use of the Services for any unlawful purpose; and (f) your breach of Section 8 (Acceptable Use).

This indemnity does not apply to the extent that the claim is caused by SGS's own gross negligence, wilful misconduct, or breach of these Terms.

16. Modifications to these Terms

We may amend these Terms by giving you at least 30 days' written notice by email to your account email address. The new Terms will take effect on the date specified in the notice.

If you do not agree to a material change, you may terminate the Agreement within 14 days of receiving the notice with no give-back charge and a pro-rata refund of any prepaid retainer for unused service. Continued use of the Service after the effective date constitutes acceptance of the new Terms.

We will not amend the give-back mechanic, liability cap, or termination rights in a way that materially disadvantages an existing Client without their express agreement.

17. Warranty disclaimers

To the maximum extent permitted by law:

The Services are provided "as is" and "as available"
We do not warrant that the Services will be uninterrupted, error-free, or fit for any specific purpose other than as expressly stated
We do not warrant the accuracy of AI-generated outputs
We do not warrant the performance of third-party platforms or sub-processors

The ACL carve-out in Section 14.3 applies.

18. Force majeure

Neither party is liable for any failure or delay in performance caused by events outside their reasonable control, including: natural disasters, fire, flood, pandemic, war, terrorism, civil disturbance, government action, telecommunications failures, internet failures, and third-party platform outages.

If a force majeure event continues for 30 consecutive days or more, either party may terminate the Agreement on written notice, with a pro-rata refund of any prepaid retainer for unused service.

The obligation to pay accrued amounts is not excused by force majeure.

19. Dispute resolution

If a dispute arises:

Notify the other party in writing setting out the dispute. Our email is sam@summitgrowthsystems.com.au
Negotiate in good faith for at least 30 days
Mediation — if the dispute is not resolved by negotiation, the parties will attempt mediation through the Resolution Institute (Brisbane) before commencing court proceedings
Court proceedings — neither party will commence court proceedings (other than for urgent injunctive relief) until the mediation step has been attempted

This clause does not prevent either party from seeking urgent injunctive relief at any time.

20. Governing law and jurisdiction

These Terms are governed by the laws of Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and the Federal courts of Australia.

This clause does not exclude any rights you may have under the Australian Consumer Law to bring proceedings in your home jurisdiction.

21. Electronic execution and notices

You and we agree that:

These Terms and any related agreements may be executed electronically (including by click-to-accept, e-signature platforms, or scanned signature)
Electronic execution has the same legal effect as wet-ink signature, in line with the Electronic Transactions Act 1999 (Cth)
Notices must be sent by email to the email address on file or by registered post to the postal address on file. Email notices are deemed received on the next business day after sending.

22. General

Severability: If any provision is held unenforceable, the remaining provisions continue in force
Waiver: Failure to enforce any provision is not a waiver of that provision
Assignment: You may not assign these Terms without our written consent. We may assign these Terms to a related body corporate or to a successor business on written notice
Entire agreement: These Terms (together with your Client Service Agreement and our Privacy Policy) form the entire agreement between you and us, and supersede prior representations
No partnership: Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship
Counterparts: These Terms may be executed in counterparts

Version 2.0. Last updated: 4 May 2026. Effective: 1 May 2026. Replaces all prior versions.

Change log:

v2.0 (2026-05-04) — Locked for launch. Harmonised with Client Service Agreement (12-month liability cap, QLD exclusive jurisdiction, narrow indemnity, 30-day modification notice, give-back-the-discount lock-in mechanic with 4 UCT-safety protections). Added comprehensive AI Receptionist clauses, Restricted Sectors definition, Foundation Member terms, ACL non-excludable carve-out, Spam Act consent warranties, Sender ID Register acknowledgement.
v1.0 (2026-05-02) — Initial draft.

Open items for Sprintlaw rush review (~A$500 narrow scope):

Section 8.3 — AI Receptionist obligations and disclosure-script lock-in language
Section 12.5 — give-back mechanic UCT-safety scrubbing
Sections 14 + 15 — liability cap and indemnity scope