Terms of Service

1. About these Terms

These Terms of Service (“Terms”) form an agreement between you (“you” or “the Client”) and Setsugen Pty Ltd (ABN 00 000 000 000) (“Setsugen”, “we”, “us” or “our”), a professional business and consulting services company based in Melbourne VIC, Australia. They govern your access to and use of setsugenau.space (the “Website”) and any engagement of our professional business and consulting services (the “Services”).

By browsing the Website, submitting a request through our quote form, or otherwise engaging us, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree with any part of these Terms, please do not use the Website or engage our Services.

2. Our Services

Setsugen provides professional business and consulting services to organisations across Australia, including business advisory, strategy development, operational review, process improvement and related consulting work. The full scope of what we offer is described on our Services page.

The specific Services to be delivered to you, together with deliverables, timelines and fees, will be set out in a written proposal, engagement letter or quote that we provide to you. Where there is any inconsistency between these Terms and a signed proposal or engagement letter, the signed document prevails to the extent of the inconsistency.

3. Quotes and Engagements

• Quotes provided by us are valid for 30 days from the date of issue unless otherwise stated in writing.
• A quote is an invitation to engage our Services and does not constitute a binding offer until we confirm the engagement in writing.
• An engagement commences only when you accept our quote or proposal in writing (including by email) and any required deposit has been received.
• You can request a quote at any time via our Request a Quote page or by contacting us using the details below.

4. Fees, Invoicing and Payment

• Fees for the Services will be as set out in your quote or engagement letter. All fees are quoted in Australian dollars (AUD).
• Where applicable, fees are inclusive of Goods and Services Tax (GST) unless expressly stated otherwise.
• Invoices are payable within 14 days of the date of issue unless another payment term is agreed in writing.
• If an invoice remains overdue, we may pause work on your engagement until the outstanding amount is paid, and we may recover reasonable costs incurred in pursuing the debt.
• Disbursements and third-party costs agreed in your engagement letter will be billed at cost or as otherwise disclosed to you.

5. Your Responsibilities

To enable us to deliver the Services effectively, you agree to:

• provide accurate, complete and timely information relevant to the engagement;
• respond to our requests for feedback, approvals or materials within reasonable timeframes;
• ensure any information you provide to us does not infringe the rights of any third party or breach any law; and
• use any deliverables, recommendations or reports we produce only for the purposes for which they were prepared.

Delays caused by a failure to meet these responsibilities may affect agreed timelines and, where applicable, result in additional fees.

6. Deliverables and Timelines

Any timeline, milestone or completion date provided to you is an estimate made in good faith. While we make every effort to meet agreed timeframes, time is not of the essence under these Terms, and we will not be liable for delays caused by circumstances beyond our reasonable control or by delays in receiving information or approvals from you.

7. Intellectual Property

• All pre-existing intellectual property of either party remains the property of that party.
• Upon full payment of all fees owing for an engagement, you are granted a perpetual, non-exclusive licence to use the deliverables prepared specifically for you for your internal business purposes.
• Our methodologies, frameworks, templates, tools and know-how remain our property, and you must not reproduce, resell or distribute them without our prior written consent.

8. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with an engagement, and to use that information only for the purposes of the engagement. This obligation does not apply to information that is or becomes public through no fault of the receiving party, is required to be disclosed by law, or was lawfully known to the receiving party before disclosure. This obligation survives the completion or termination of an engagement.

9. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any rights that you may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable legislation that cannot lawfully be excluded. In particular, where you acquire our Services for personal, domestic or household purposes, or where the Australian Consumer Law otherwise applies, our Services come with guarantees that cannot be excluded, including that the Services will be rendered with due care and skill and will be reasonably fit for purpose.

To the maximum extent permitted by law, and except for those non-excludable rights, all other warranties, conditions and representations in relation to the Services are excluded.

10. Limitation of Liability

To the fullest extent permitted by law, and subject to section 9 of these Terms:

• our total aggregate liability arising out of or in connection with an engagement is limited to the fees actually paid by you for the Services giving rise to the claim; and
• we are not liable for indirect, incidental, special or consequential loss, loss of profit, loss of revenue or loss of business opportunity, however arising.

This clause does not apply to liability that cannot be limited by law, including liability for consumer guarantees under the Australian Consumer Law.

11. Privacy

We respect your privacy and handle personal information in accordance with the Privacy Act 1988 (Cth) and our Privacy Policy. By using the Website or engaging our Services, you consent to the collection, use and disclosure of your personal information as described in that policy.

12. Website Content and Third-Party Links

Content on the Website is provided for general information only. It does not constitute professional advice tailored to your circumstances, and you should not rely on it as a substitute for a formal engagement. The Website may contain links to third-party websites. We do not endorse and are not responsible for the content, accuracy or practices of any third-party website.

13. Suspension and Termination

• Either party may terminate an engagement by giving 14 days’ written notice to the other party.
• We may suspend or terminate an engagement immediately if you fail to pay an invoice when due, breach these Terms, or if continuing the engagement would place us in breach of any law or professional obligation.
• On termination, you remain liable for all fees for work performed up to the date of termination, and we will deliver, or make available, any completed work for which you have paid.

14. Force Majeure

Neither party is liable for a failure or delay in performing its obligations under these Terms to the extent that the failure or delay is caused by an event beyond its reasonable control, including natural disasters, epidemics, industrial action, government restrictions, or failures of power, communications or internet infrastructure. The affected party must notify the other party as soon as reasonably practicable and use reasonable efforts to mitigate the impact.

15. General

• Amendments: We may update these Terms from time to time. The current version published on this page applies to your use of the Website. For engagements, the version in force at the time your engagement commenced will apply unless otherwise agreed in writing.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions continue in full force.
• Assignment: You must not assign or transfer your rights under an engagement without our prior written consent.
• Entire agreement: These Terms, together with any signed quote, proposal or engagement letter, constitute the entire agreement between the parties in relation to the Services.

16. Governing Law

These Terms and any engagement with us are governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Victoria and the courts applicable on appeal from those courts.

17. Contact Us

If you have any questions about these Terms of Service, or if you wish to discuss an engagement, please contact us by email at ceo@setsugenau.space or through the form on our Contact page. We aim to respond to all enquiries within two business days.