TERMS AND CONDITIONS

These Terms & Conditions govern the service relationship between Echelon System and its clients. Please read them carefully before engaging our services. Nothing in these Terms limits any right you may have under the Australian Consumer Law.

1. Introduction

These Terms & Conditions ("Terms") constitute a binding agreement between Shine to Success Collective Pty Ltd ABN 54 684 627 058 trading as Echelon System ("we", "us", "our") and the individual or entity engaging our services ("you", "Client").

Echelon System provides done-for-you operating system services, including the build, configuration, and ongoing management of business automation systems built on the Echelon System platform.

By engaging our services, making payment, or accessing any system we build or manage on your behalf, you agree to be bound by these Terms together with our Privacy Policy and Cookie Policy, each of which is incorporated by reference.

If you do not agree, you must not engage our services.

2. Our Services

Echelon System provides the following core services to clients:

* System Build: a done-for-you build of your operating system within Echelon System, including CRM pipelines, funnels, email and SMS automation, and related assets, delivered within an agreed timeframe (typically 21 business days from the date we receive all required client materials).

* Monthly Retainer: ongoing management, maintenance, and optimisation of your Echelon system following completion of the initial build. The scope of monthly retainer services is as agreed in your Service Agreement or onboarding documentation.

The specific deliverables, timelines, and inclusions for your engagement are confirmed in your individual Service Agreement or onboarding documentation, which supplements these Terms. In the event of any inconsistency, the Service Agreement prevails in relation to scope and deliverables.

3. Eligibility

To engage our services, you must:

* Be at least 18 years of age.

* Have the legal capacity to enter into a binding contract in your jurisdiction.

* Provide accurate, current, and complete information at onboarding, including all business details, brand assets, and access credentials required for us to complete your build.

You represent and warrant that all information and materials you provide to us are accurate, that you have the right to provide them, and that their use by us to build and configure your system will not infringe any third-party rights.

4. Client Responsibilities

The quality and timeliness of your system build depends in part on your active participation. You agree to:

* Provide all required brand assets, copy, login credentials, and business information within 5 business days of onboarding confirmation, or as otherwise specified in your Service Agreement.

* Respond to requests for feedback, approvals, or missing information within 3 business days.

* Maintain your own Echelon System subscription and any other platform accounts required to operate your system. These are your responsibility and are billed directly to you by Echelon System.

* Ensure that any content, offers, or business practices your system is built around comply with all applicable laws and advertising standards.

We are not responsible for delays in delivery caused by your failure to provide required materials or approvals on time. In such cases, the delivery timeline will be extended by the number of business days the delay attributable to you.

5. Fees and Payment

Our fees consist of:

* System Build Fee: a one-time fee payable in advance of the build commencing, as confirmed in your Service Agreement.

* Monthly Retainer Fee: a recurring fee payable monthly in advance, beginning on the date your build is delivered or on a date agreed in your Service Agreement.

All fees are quoted and payable in US Dollars (USD) unless otherwise stated in your Service Agreement.

A payment processing fee of 3% applies to all card transactions. This fee will be disclosed at the time of

payment.

Payment is due by the date specified on your invoice or Service Agreement. If payment is not received by the due date, we reserve the right to suspend access to your system and services until the outstanding amount is

paid in full.

All fees are non-refundable except as required under the Australian Consumer Law or as expressly stated in your Service Agreement. This includes the System Build Fee once work has commenced, and any Monthly Retainer Fee already paid for a completed month.

6. Cancellation

You may cancel your Monthly Retainer by providing written notice to [email protected] at least 14 days before your next billing date.

Cancellation takes effect at the end of the then-current billing period. No refund is provided for any portion of a prepaid retainer period following cancellation notice.

Cancellation of the Monthly Retainer does not affect any outstanding System Build Fee obligations.

On cancellation:

* We will provide you with a transition period of up to 7 days to retrieve your assets and transfer administrative access to your Echelon System account.

* You will retain ownership of all content and data you provided to us. Ownership of your Echelon System account and its contents transfers to you, subject to Echelon System own terms.

* Any system assets, templates, workflows, or configurations built by us as part of your system remain licensed to you for continued use within your own Echelon System account.

7. Intellectual Property

You retain full ownership of all content, brand assets, copy, and materials you provide to us for the purpose of building your system.

We retain ownership of the underlying frameworks, workflow structures, funnel architectures, and methodology used to deliver the Echelon System service. These are proprietary to Shine to Success Collective Pty Ltd.

Upon full payment of all fees, you are granted a non-exclusive, perpetual license to use the system assets we build for you within your own business operations. This license does not permit you to resell, sublicense, or transfer those assets to third parties.

The Echelon System name, branding, and any associated marks remain the exclusive property of Shine to Success Collective Pty Ltd.

8. Confidentiality

Both parties agree to keep confidential any proprietary, commercially sensitive, or non-public information disclosed by the other party in connection with the engagement ("Confidential Information").

Confidential Information does not include information that:

* Is or becomes publicly available through no fault of the receiving party.

* Was already known to the receiving party before disclosure.

* Is independently developed by the receiving party without reference to the Confidential Information.

* Is required to be disclosed by law or a regulatory authority, provided the disclosing party gives the other party reasonable prior notice where legally permitted.

This obligation continues for 2 years following the end of the engagement.

9. Results and No Guarantee

We build and configure your operating system according to the scope agreed in your Service Agreement. We do not guarantee any specific business outcome, revenue, lead volume, conversion rate, or other commercial result from the use of your system.

Results depend on many factors outside our control, including your offer, your audience, your marketing activity, and market conditions. Any case studies, examples, or income figures shared in our marketing materials represent individual results and are not typical or guaranteed.

10. Acceptable Use

In using the systems and assets we build and manage for you, you agree to:

* Comply with all applicable laws and regulations, including the Australian Consumer Law, the Spam Act 2003 (Cth), the Privacy Act 1988 (Cth), and any advertising standards applicable to your industry.

* Not use your system to send unsolicited commercial messages, spam, or any communication that does not comply with applicable opt-in and unsubscribe requirements.

* Not use your system for any unlawful, fraudulent, deceptive, or harmful purpose.

* Not make false or misleading income claims or earnings representations in any marketing activity conducted through your system.

We reserve the right to suspend our services immediately if we become aware of a material breach of this clause, pending resolution of the issue.

11. Consumer Guarantees Under Australian Consumer Law

Our services come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a remedy for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have services resupplied if the failure does not amount to a major failure.

Nothing in these Terms is intended to exclude, restrict, or modify any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by legislation that cannot lawfully be excluded or limited.

12. Limitation of Liability

To the fullest extent permitted by law, and subject to Section 11 above:

* We are not liable for any indirect, incidental, consequential, or special loss or damage arising from your use of the systems we build or manage, including loss of revenue, profits, business, data, or opportunity.

* Our total aggregate liability to you for any claim arising under or in connection with these Terms is limited to the total fees you paid to us in the 3 months immediately preceding the event giving rise to the claim.

* We are not liable for any failure or delay in delivering services caused by circumstances outside our reasonable control, including platform outages, Echelon System service disruptions, third-party provider failures, or your failure to provide required materials on time.

13. Termination by Us

We may suspend or terminate our services to you immediately and without liability if you:

* Fail to pay any fees when due and do not remedy that failure within 7 days of written notice.

* Breach any material provision of these Terms and do not remedy the breach within 14 days of written notice.

* Use the systems we build for any unlawful, deceptive, or harmful purpose.

* Provide false or misleading information at onboarding or during the engagement.

If we terminate for any of the above reasons, no refund of fees already paid will be issued. We will provide you with access to export your data and assets for a period of 7 days following termination.

14. Dispute Resolution

If a dispute arises in connection with these Terms or our services, the parties must follow this process before commencing legal proceedings:

* The party raising the dispute must give written notice to the other party describing the nature of the dispute and the outcome sought.

* The parties must attempt to resolve the dispute by good-faith negotiation within 14 days of the notice being received.

* If the dispute is not resolved within 14 days, either party may refer it to mediation before a mediator agreed between the parties or, if not agreed, nominated by the Australian Disputes Centre.

Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court where necessary to protect their rights.

15. Governing Law

These Terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.

16. General

Entire agreement: These Terms, together with your Service Agreement, Privacy Policy, and Cookie Policy, constitute the entire agreement between you and us and supersede all prior representations, discussions, or agreements.

Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be severed and the remaining Terms will continue in full force.

Waiver: A failure by us to exercise any right under these Terms does not constitute a waiver of that right.

Assignment: We may assign our rights and obligations under these Terms without your consent. You may not assign your rights without our prior written consent.

Notices: Written notices to us must be sent to [email protected]. Notices to you will be sent to the email address provided at onboarding.

By engaging Echelon System and making payment, you confirm that you have read, understood, and agreed to these Terms & Conditions in full.