Terms of Service

Introduction and Acceptance

These Terms of Service (“Terms”) govern:

• your access to and use of the Enlightened Business Solutions website at www.enlightenedbusiness.com.au and any associated subdomains (the “Site”); and
• any professional services (the “Services”) provided by Enlightened Business Solutions Pty Ltd (“EBS”, “we”, “us”, or “our”) to you or your organisation (“Client”, “you”, or “your”).

By using the Site, submitting an enquiry, booking an appointment, or engaging our Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation.

If you do not accept these Terms, please do not use the Site or engage our Services.

About Enlightened Business Solutions

Enlightened Business Solutions Pty Ltd
ABN: 31 428 210 720
Suite 1A, Level 2, 802 Pacific Highway, Gordon NSW 2072, Australia
Email: heretohelp@enlightenedbusiness.com.au
Phone: 1300 052 594

EBS is an Australian-owned digital transformation consultancy. We are an Authorised Zoho Partner and provide services including business process automation, ERP and CRM implementation, custom software development, AI integration, change management, and related technology consulting to small and medium-sized businesses, primarily in Australia.

Website Use

3.1 Permitted use

You may use the Site for lawful purposes only and in accordance with these Terms. You agree not to:

• use the Site in any way that violates any applicable law or regulation;
• transmit any unsolicited or unauthorised advertising or promotional material (spam);
• attempt to gain unauthorised access to any part of the Site, its servers, or any system or network connected to the Site;
• interfere with or disrupt the integrity or performance of the Site;
• collect or harvest data from the Site without our express written consent; or
• use the Site to transmit any harmful, offensive, or unlawful content.

3.2 Availability

We do not warrant that the Site will be available at all times, uninterrupted, or error-free. We reserve the right to suspend, withdraw, or modify the Site at any time without notice.

3.3 Information accuracy

Content on the Site is provided for general informational purposes only. While we make reasonable efforts to keep it accurate and current, it does not constitute professional advice. You should not rely on it as a substitute for specific professional advice tailored to your circumstances.

3.4 Third-party links

The Site may contain links to third-party websites. Those links are provided for your convenience only. We have no control over, and accept no responsibility for, the content of linked websites.

Professional Services

EBS provides the following professional services (individually and collectively, the “Services”):

• Process Automation: design and implementation of automated workflows to eliminate manual, repetitive tasks;
• Solution Consultancy: technology needs assessment, platform evaluation, and vendor-agnostic technology strategy advice;
• Risk Management: identification, assessment, and mitigation planning for technology and digital transformation risks;
• Custom Software Development: design and development of bespoke software applications, integrations, and APIs;
• Change Management: planning, training, communication, and support to facilitate technology adoption within organisations;
• AI & Automation: integration of artificial intelligence tools (including large language models and agentic AI workflows) into business processes and systems; and
• Platform Implementation: configuration, customisation, and deployment of third-party platforms including Zoho, ERPNext, Odoo, HubSpot, Salesforce, and Microsoft Dynamics 365.

The specific scope, deliverables, timeline, and fees for any engagement are agreed in a separate Statement of Work or engagement letter (“SOW”). In the event of any inconsistency between an SOW and these Terms, the SOW prevails to the extent of the inconsistency.

Engagement Process

5.1 Discovery

Engagements typically begin with a complimentary discovery call to understand your business needs. No binding obligation arises until both parties have signed an SOW or engagement letter.

5.2 Proposals and SOWs

Following discovery, we will prepare a written proposal and/or SOW setting out the scope of work, deliverables, timeline, fees, and any other specific terms. The engagement commences when the Client signs (or otherwise expressly accepts) the SOW.

5.3 Client responsibilities

The Client agrees to:

• provide timely, accurate, and complete information and materials as reasonably requested by EBS;
• make relevant personnel available for meetings, reviews, and approvals;
• provide appropriate system access necessary for EBS to perform the Services;
• review and approve deliverables within the timeframes agreed in the SOW; and
• promptly notify EBS of any changes to requirements or circumstances that may affect the engagement.

Delays caused by the Client’s failure to meet these responsibilities may result in revised timelines and additional fees, which EBS will communicate in writing before incurring.

5.4 Changes to scope

Any material change to the agreed scope must be documented in a written change request or variation order signed by both parties. EBS will not be obliged to perform out-of-scope work unless a variation order is in place.

5.5 Acceptance of deliverables

Deliverables are deemed accepted if the Client: (a) confirms acceptance in writing; or (b) has not provided written notice of specific defects within 10 business days of delivery. Acceptance of a deliverable does not waive warranty rights under clause 10.

Fees, Invoicing, and Payment

6.1 Fees

Our fees are as set out in the applicable SOW. We may charge on a fixed-price, time-and-materials, or retainer basis, as agreed with the Client. All fees are in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated.

6.2 Invoicing

EBS will issue invoices in accordance with the payment schedule in the SOW, or as otherwise agreed. Invoices will be issued by email to the billing contact nominated by the Client.

6.3 Payment terms

Payment is due within 14 days of the invoice date, unless otherwise specified in the SOW. We accept payment by bank transfer (EFT) and such other methods as notified from time to time.

6.4 Late payment

If payment is not received by the due date, EBS reserves the right to:

• charge interest on the overdue amount at the rate of 10% per annum, calculated daily from the due date until payment is received in full;
• suspend or pause work on the engagement until payment is brought up to date; and/or
• recover reasonable costs of collection, including legal costs on an indemnity basis.

6.5 Disputed invoices

If you dispute any part of an invoice, you must notify us in writing within 5 business days of the invoice date, identifying the specific item(s) in dispute and the grounds for the dispute. Undisputed portions of any invoice remain due and payable by the original due date.

6.6 Expenses

Unless included in a fixed-price SOW, reasonable out-of-pocket expenses incurred by EBS in performing the Services (such as travel, accommodation, and third-party software licences) will be charged to the Client at cost, with supporting documentation provided.

Intellectual Property

7.1 Client materials

All intellectual property rights in materials, data, and content provided by the Client to EBS (“Client Materials”) remain the property of the Client or its licensors. The Client grants EBS a non-exclusive licence to use Client Materials solely to the extent necessary to perform the Services.

7.2 Deliverables

Subject to full payment of all fees due, and unless otherwise agreed in the SOW, intellectual property rights in custom deliverables created specifically for the Client under an engagement (“Client Deliverables”) vest in the Client upon payment in full.

7.3 EBS pre-existing IP and tools

EBS retains all intellectual property rights in:

• pre-existing methodologies, frameworks, processes, tools, templates, and know-how developed independently of any Client engagement (“Background IP”); and
• general software code, libraries, and components that are not specific to the Client’s deliverables.

Where Client Deliverables incorporate or depend upon Background IP, EBS grants the Client a non-exclusive, perpetual, royalty-free licence to use that Background IP solely as incorporated in the Client Deliverables for the Client’s internal business purposes.

7.4 Third-party platforms and licences

Where Services involve the configuration or customisation of third-party platforms (such as Zoho, Salesforce, or ERPNext), the Client acknowledges that use of those platforms is subject to the relevant third-party’s licence terms, and EBS accepts no liability for the availability, features, or pricing of those platforms.

7.5 EBS website and content

All content on the Site — including text, graphics, logos, images, and software — is the property of EBS or its content suppliers and is protected by Australian and international copyright law. You may not reproduce, distribute, or create derivative works from Site content without our prior written consent.

7.6 AI-generated outputs

Where we use generative AI tools in the delivery of Services, the Client acknowledges that:

• AI-generated outputs may not be independently owned by any party under current Australian law;
• EBS will take reasonable steps to ensure AI outputs are accurate and fit for purpose, but the Client is responsible for reviewing and validating AI-generated outputs before use; and
• Client data used to generate AI outputs will be handled in accordance with our Privacy Policy and data processing agreements with AI platform providers.

Confidentiality

8.1 Mutual obligations

Each party (as “Receiving Party”) agrees to keep confidential all non-public information disclosed by the other party (the “Disclosing Party”) that is designated as confidential or that reasonably ought to be considered confidential given its nature and the circumstances of disclosure (“Confidential Information”).

8.2 Use of Confidential Information

The Receiving Party shall:

• use Confidential Information only for the purpose of the engagement;
• disclose it only to its employees, contractors, and advisers who have a need to know and are bound by equivalent confidentiality obligations; and
• protect it using at least the same degree of care as it applies to its own confidential information, and in any event no less than reasonable care.

8.3 Exceptions

Confidentiality obligations do not apply to information that:

• is or becomes publicly available through no fault of the Receiving Party;
• was known to the Receiving Party prior to disclosure;
• is independently developed by the Receiving Party without reference to the Confidential Information; or
• is required to be disclosed by law, court order, or regulator, provided that the Receiving Party gives the Disclosing Party prompt written notice (where permitted by law) and cooperates with any efforts to obtain a protective order.

8.4 Duration

Confidentiality obligations survive termination of the engagement for a period of 5 years, except in respect of trade secrets, which shall remain confidential indefinitely.

8.5 Portfolio and references

EBS may identify the Client as a client in its marketing materials and describe the general nature of the Services provided, unless the Client requests otherwise in writing.

Data and Security

9.1 Privacy

The collection and use of personal information by EBS is governed by our Privacy Policy, which forms part of these Terms.

9.2 Data processing

Where EBS processes personal data on behalf of the Client in the course of delivering Services (acting as a data processor under the Privacy Act 1988 and/or GDPR), the parties will enter into a separate Data Processing Agreement (“DPA”) setting out each party’s obligations. In the absence of a separate DPA, EBS agrees to:

• process personal data only on documented instructions from the Client;
• implement appropriate technical and organisational security measures;
• not engage sub-processors without the Client’s prior written consent (general consent is given for Zoho Corporation as a sub-processor);
• assist the Client in responding to data subject rights requests; and
• delete or return all personal data on termination of the engagement, as directed by the Client.

9.3 Client data security responsibilities

The Client is responsible for the security of its own systems, credentials, and data. The Client warrants that it has the right to disclose to EBS any personal data or confidential information provided in the course of the engagement, and that such disclosure complies with applicable privacy laws.

9.4 Cybersecurity incidents

Each party agrees to notify the other promptly upon becoming aware of any actual or suspected security incident affecting systems or data relevant to the engagement. Both parties will cooperate in good faith to contain and remediate any incident.

Warranties and Disclaimers

10.1 EBS warranties

EBS warrants that:

• Services will be performed with reasonable care and skill, by personnel with appropriate qualifications and experience;
• deliverables will materially conform to the specifications agreed in the SOW at the time of delivery; and
• to EBS’s knowledge, the deliverables will not infringe the intellectual property rights of any third party.

10.2 Defect remedy

If a deliverable does not conform to the warranty in clause 10.1 and the Client notifies EBS of the defect within 30 days of delivery, EBS will at its election either: (a) remedy the defect at no additional charge; or (b) re-perform the affected part of the Services. This is the Client’s exclusive remedy for warranty claims, subject to consumer guarantee rights under the ACL (clause 10.4).

10.3 Disclaimers

Except as expressly stated in these Terms or an SOW, and to the fullest extent permitted by law:

• the Site and its content are provided “as is” without any representation or warranty of any kind;
• EBS does not warrant that the Site will be uninterrupted, error-free, or free of viruses or harmful components;
• information on the Site does not constitute financial, legal, accounting, or other professional advice; and
• results from technology implementations may vary and are dependent on factors outside EBS’s control, including the Client’s own systems, data quality, and user adoption.

10.4 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law) or any other legislation that cannot lawfully be excluded. Where the ACL applies and EBS’s liability can be limited, EBS’s liability is limited to: (a) resupplying the services; or (b) paying the cost of having the services supplied again.

Limitation of Liability

11.1 Cap on liability

To the maximum extent permitted by law, EBS’s total aggregate liability to the Client for all claims arising out of or in connection with an engagement (whether in contract, tort including negligence, statute, or otherwise) is limited to the total fees paid by the Client to EBS under the relevant SOW in the 12 months immediately preceding the event giving rise to the claim.

11.2 Exclusion of consequential loss

To the maximum extent permitted by law, EBS will not be liable for any indirect, special, consequential, incidental, or punitive loss or damage, including but not limited to:

• loss of profit, revenue, or business opportunity;
• loss of data or corruption of data;
• loss of goodwill or reputation;
• business interruption; or
• wasted management time,

even if EBS has been advised of the possibility of such loss or damage.

11.3 Exceptions

The limitations in this clause do not apply to:

• liability that cannot be limited by law (including under the Australian Consumer Law);
• liability arising from fraud, wilful misconduct, or gross negligence; or
• liability for personal injury or death caused by EBS’s negligence.

11.4 Third-party platforms

EBS is not liable for the acts, omissions, or failures of third-party platform vendors (including Zoho, Salesforce, ERPNext, or any other platform) whose products are implemented or integrated as part of the Services. Any claims relating to those platforms must be directed to the relevant vendor under their applicable terms.

11.5 Client mitigation

The Client has a duty to mitigate any loss or damage it suffers. EBS’s liability will be reduced to the extent that any loss or damage is caused or contributed to by the Client’s acts or omissions.

Indemnification

The Client agrees to indemnify and hold harmless EBS and its officers, employees, and contractors from and against any claims, damages, losses, costs (including legal costs on an indemnity basis), and expenses arising from:

• the Client’s breach of these Terms or any SOW;
• the Client’s negligence or wilful misconduct;
• any third-party claim arising from the Client’s use of the deliverables in a manner not authorised or contemplated by these Terms; or
• the Client’s breach of any applicable law, including data protection laws, in connection with information provided to EBS.

Termination

13.1 Termination for convenience

Either party may terminate an engagement for convenience by giving 30 days’ written notice to the other party, unless the SOW specifies a different notice period. On termination for convenience, the Client will pay EBS for all work performed up to and including the termination date, plus reasonable costs incurred and non-cancellable commitments made in anticipation of future work.

13.2 Termination for cause

Either party may terminate an engagement with immediate effect by written notice if the other party:

• commits a material breach of these Terms or the SOW that is not remedied within 14 days of receiving written notice identifying the breach and requiring its remedy;
• becomes insolvent, is placed into administration or liquidation, or makes a general assignment for the benefit of creditors; or
• engages in conduct that brings the other party into serious disrepute.

13.3 Effect of termination

On termination:

• all amounts owed by the Client become immediately due and payable;
• each party will return or destroy the other party’s Confidential Information (subject to any legal retention requirements);
• the Client’s licence to use Background IP incorporated in Client Deliverables survives, subject to payment of all fees; and
• clauses that by their nature should survive (including intellectual property, confidentiality, limitation of liability, indemnity, and governing law) continue to apply.

13.4 Website access

EBS reserves the right to restrict or terminate access to the Site at any time, without notice, for users who breach these Terms or applicable law.

GST

Unless otherwise stated, all fees and amounts payable under these Terms or any SOW are exclusive of Goods and Services Tax (GST) as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Where GST is applicable, EBS will issue a valid tax invoice and the Client will pay the GST amount in addition to the fees. EBS’s ABN is [INSERT ABN].

Force Majeure

Neither party will be liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by circumstances beyond that party’s reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, government action, power or internet outages, or failure of third-party platforms or services (“Force Majeure Event”).

The party affected by a Force Majeure Event must notify the other party promptly and take reasonable steps to minimise the impact. If a Force Majeure Event continues for more than 60 days, either party may terminate the affected engagement on 14 days’ written notice, with fees payable for work completed to the date of termination.

General Provisions

16.1 Governing law

These Terms and any SOW are governed by the laws of New South Wales, Australia. Both parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales and any courts competent to hear appeals from those courts.

16.2 Dispute resolution

Before commencing legal proceedings (except for urgent injunctive or interlocutory relief), the parties agree to:

1. give written notice to the other party specifying the nature of the dispute;
2. attempt to resolve the dispute through good-faith negotiation between senior representatives of each party within 15 business days of that notice; and
3. if negotiation fails, refer the dispute to mediation before a mediator agreed by the parties (or, failing agreement, appointed by the Australian Disputes Centre), with costs of the mediation shared equally.

16.3 Independent contractor

EBS provides Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between EBS and the Client or any of the Client’s personnel.

16.4 Entire agreement

These Terms, together with any applicable SOW and the Privacy Policy, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior representations, negotiations, understandings, and agreements.

16.5 Amendments

We may update these Terms from time to time. We will post the updated Terms on the Site with a revised effective date. For existing engagements, material changes will require written agreement from both parties. Continued use of the Site after the effective date of any update constitutes acceptance of the revised Terms.

16.6 Waiver

A failure or delay by either party to exercise any right or remedy under these Terms is not a waiver of that right or remedy. A waiver of any breach is not a waiver of any subsequent breach.

16.7 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will continue in full force and effect.

16.8 Assignment

The Client may not assign or transfer its rights or obligations under these Terms without EBS’s prior written consent. EBS may assign its rights and obligations to a related body corporate or in connection with a merger, acquisition, or sale of its business, provided that the successor is bound by equivalent obligations.

16.9 Notices

Notices under these Terms must be in writing and delivered by email (with read receipt or written acknowledgement) or by registered post to the addresses specified in the relevant SOW or, in the absence of an SOW, to the addresses set out in clause 2. Notices are deemed received: (a) on the business day of sending, if by email before 5:00pm AEST on a business day; or (b) on the third business day after posting, if by registered post.

Contact

If you have any questions about these Terms, please contact us:

Enlightened Business Solutions Pty Ltd
Attention: Anthony Pinto
Suite 1A, Level 2, 802 Pacific Highway, Gordon NSW 2072
Email: heretohelp@enlightenedbusiness.com.au
Phone: 1300 052 594