Terms of Service (ToS)

1. THE SERVICE Chat To Clients Limited provides a licensed operating system known as the “Growth Engine”.

The Growth Engine is designed to install a structured demand and client management system inside service-based businesses. This includes CRM infrastructure, automation workflows, communication systems, and supporting tools.

The Growth Engine is delivered through a staged approach:

- A 4-Week Growth Engine Experience (setup phase)

- Ongoing access via the Growth Engine System License

- Optional support through the Growth Engine Partnership

The 4-week experience is the onboarding phase where the foundational system is installed. The ongoing system license provides continued access to the platform and infrastructure required to operate the Growth Engine.

2. FEES AND PAYMENT

2.1 4-Week Growth Engine Experience

The 4-Week Growth Engine Experience is a one-time onboarding fee payable upfront prior to commencement.

Work will not begin until payment has been received.

2.2 Growth Engine System License

Following the 4-week experience, the Growth Engine continues through a monthly system license.

- The system license is billed monthly at the agreed rate

- The license provides continued access to the platform, workflows, and system infrastructure

- The license will commence automatically at the end of the 4-week experience unless cancelled prior

2.3 Partnership Programs

Where applicable, Growth Engine Partnership engagements are billed based on the agreed terms (e.g. 6-month or 12-month engagements).

All partnership payments are contractually due as agreed regardless of participation, usage, or business performance.

2.4 Failed Payments

If any payment fails:

- A 7-day grace period will be provided

- If payment is not resolved within this period, access to the system may be suspended

Access will be restored once all outstanding payments are brought up to date.

3. CANCELLATIONS

3.1 During the 4-Week Experience

Clients may cancel at any time during the 4-week experience.

If cancelled during this period:

- The ongoing system license will not commence

- No further payments will be required

3.2 Growth Engine System License

Once the system license has commenced:

- Cancellation requires 90 days written notice

- The system will remain active and billable during this notice period

3.3 Partnership Engagements

Where a client has entered into a fixed-term partnership agreement:

- Early cancellation is not permitted unless otherwise agreed in writing

- All remaining payments remain due under the contract

4. USAGE-BASED COSTS

The Growth Engine System License does not include usage-based costs.

Clients are responsible for all usage generated within the platform, including but not limited to:

- Email sending

- SMS messaging

- Phone usage

- AI usage

- Third-party integrations

- Premium automation triggers

These costs are billed based on actual usage.

5. NO REFUNDS

All payments are non-refundable.

Due to the nature of the Growth Engine, which involves the installation of proprietary systems, workflows, and infrastructure, no refunds, credits, or partial reimbursements will be provided.

6. INTELLECTUAL PROPERTY AND LICENSING

All Growth Engine systems, workflows, automations, templates, and infrastructure remain the exclusive intellectual property of Chat To Clients Limited.

Clients are granted a non-exclusive, non-transferable license to use the system within their own business while their account remains active.

Clients may not:

- Copy, reproduce, or replicate the system

- Reverse engineer workflows or automation structures

- Transfer or rebuild the system outside the Chat To Clients platform

- Provide system access or documentation to third parties for replication

Access to the system is conditional on an active subscription or agreement.

7. SYSTEM TRANSFER AND COMMERCIAL USAGE

The Growth Engine is licensed for use within the Chat To Clients platform only.

If a client wishes to transfer, replicate, or commercialise the system outside of the platform, a separate commercial intellectual property license is required.

- The intellectual property license fee is $50,000 AUD payable upfront

- This license provides permission to use the system architecture and methodologies

- It does not include system rebuild, setup, or implementation

Any additional work required to rebuild or implement the system externally will be quoted separately.

8. DATA ACCESS

Upon cancellation of the system license:

- Clients will be provided with an export of their contact database

The following will not be transferred:

- Workflows

- Automations

- Campaign structures

- System architecture

- Platform configurations

Chat To Clients is not responsible for migrating systems to another platform.

9. NO GUARANTEE OF RESULTS

Chat To Clients provides the system and infrastructure for growth.

We do not guarantee:

- Revenue outcomes

- Lead volume

- Conversion rates

- Business performance

Results depend on market conditions, client execution, and how the system is used.

10. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

Chat To Clients Limited is not liable for:

- Loss of revenue

- Loss of profit

- Indirect or consequential loss

Total liability is limited to the amount paid by the client for services.

11. DISPUTE RESOLUTION

In the event of a dispute, both parties agree to attempt resolution through mediation in Labuan, Malaysia prior to initiating legal proceedings.

12. GOVERNING LAW

These Terms are governed by and construed in accordance with the laws of the Federal Territory of Labuan, Malaysia.

13. UPDATES TO TERMS

Chat To Clients Limited reserves the right to update these Terms of Service at any time.

Continued use of the Growth Engine constitutes acceptance of the updated terms.