Engagement Terms

1.1 Parties.These Terms govern the engagement between Clarity Systems, operated by [Trustee company name] (ACN [pending]) as trustee for Clarity Community Trust (ABN 90 920 274 542), of Suite 62, Shop 2, 2784 Albany Highway, Kelmscott, Western Australia 6111 (“Clarity Systems”, “we”, “us”, or “our”), and the Client, being the business entity named in the executed Engagement Letter (“you” or “the Client”).

1.2 Definitions. In these Terms: the Diagnostic is the online assessment delivered through the Clarity Systems Platform, comprising structural questions, scoring functions, and outputs. The Independence Score and Operating Disorder Score are the composite scores produced by it. The Independence System or Programme is the structured remediation engagement of up to 12 months comprising the Stabilise, Systemise, and Liberate movements as defined in your Engagement Letter. The Programme Tier is either Do It Yourself (DIY) or Do It With You (DIWY). The Payment Path is either Pay Upfront or Pay Quarterly. The Engagement Letter is the proposal document you signed electronically, which incorporates these Terms and sets out your selected Tier, Payment Path, price, instalment schedule (if applicable), kickoff date, scope, installs, and named counterparts. The Platform is the Clarity Systems web application at app.doitwithclarity.org. The Evidence Pack is the timestamped record of completed milestones, decisions, and verifications produced through the Programme. The Cooling-off Window is the period during which a Client on a Pay Quarterly Payment Path may cancel and obtain a refund of Q1 only, as set out at section 5.3.

2.1 What we deliver. We deliver the Independence System methodology over the Programme term. The Programme is a structured remediation engagement, not consulting and not coaching. The remediation roadmap is generated from your Diagnostic and is not negotiated install-by-install after engagement begins.

2.2 Programme Tiers. Do It Yourself (DIY): you access the Platform, Diagnostic, and full install library, and run the Programme yourself, with 1 discovery call before your Diagnostic and 1 review call after it. Beyond those 2 calls there is no ongoing operator engagement, no validation of install outputs, no third-party checks, and no quarterly reviews. Do It With You (DIWY): everything in DIY, plus active operator engagement from the founder over the full Programme term, including ongoing validation of every install output, third-party checks where required, execution support, and quarterly review sessions. Your Programme Tier is specified in your Engagement Letter.

2.3 Methodology, not outcome.We commit to delivering the Independence System methodology with reasonable care and skill over the Programme term. Programme outcomes depend on your team’s good-faith engagement with the installs delivered. We commit to delivering the methodology. We do not warrant specific operational, valuation, or financial outcomes.

2.4 What you commit to.By signing the Engagement Letter you agree to: (a) participate in the calls and reviews specified in your Engagement Letter for your Tier; (b) provide reasonable access to the operational information needed for install delivery and verification; (c) nominate 1 or more team members as operational counterparts; and (d) acknowledge that Programme outcomes depend on your team’s good-faith engagement with the work delivered.

2.5 What we do not do. The Programme does not include: (a) personal financial advice, tax advice, or legal advice; (b) investment advice or capital-raising services; (c) recruitment, hiring, or termination decisions for your team; (d) buyer introduction, sale brokerage, or transaction services; or (e) general management consulting outside the scope of install delivery. If you need any of the above, we may refer you to a third party. The engagement is at your sole discretion and risk.

3.1 Programme duration. The Programme runs for up to 12 months from the kickoff date specified in your Engagement Letter. Phase sequencing and duration are determined by your Diagnostic outputs and operational progress. The Programme concludes when the Liberate-phase outcomes specified in your Engagement Letter are achieved, or 12 months have elapsed from the kickoff date, whichever is sooner.

3.2 Phase sequencing. Install sequencing is determined by your Diagnostic and may be adjusted during delivery to reflect operational priorities, by written agreement of both parties.

3.3 Extension. Where the Programme cannot conclude within 12 months, the parties will agree any extension in writing, and the terms of the extension, including any additional fee, will reflect the cause. (a) Where the extension is required because we have not delivered to the agreed timeline, no additional fee applies. (b) Where the extension is required because of your operational circumstances, illness, leave, or material change in your business, additional fees may apply, agreed in writing. (c) Where the extension is required by mutual agreement for any other reason, the parties will agree any additional fee in writing.

4.1 Programme fee. The Programme fee and instalment schedule (if applicable) are set out in your Engagement Letter. The fee reflects your selected Tier (DIY or DIWY) and Payment Path (Pay Upfront or Pay Quarterly).

4.2 GST. Clarity Systems is not currently registered for GST. No GST applies to fees payable under this Engagement. If Clarity Systems becomes registered for GST during the Programme term, GST will not be added to fees already invoiced. Invoices issued from the date of registration will be GST inclusive and shown separately as required by the GST Act.

4.3 Payment paths. Pay Upfront: the full Programme fee is paid on signing of the Engagement Letter. The Pay Upfront price reflects a 15 per cent discount on the standard annual fee for your Tier. The discount is the consideration for full upfront payment and the absence of a cooling-off right. Pay Quarterly: the Programme fee is paid in 4 quarterly instalments via Stripe Subscriptions, billed on the kickoff date and at 3-monthly intervals thereafter. The Pay Quarterly total price reflects a 10 per cent surcharge on the standard annual fee for your Tier and includes the cost of credit and administration. The 15 per cent Pay Upfront discount and the 10 per cent Pay Quarterly surcharge are both calculated from the standard annual fee, not relative to each other. By signing the Engagement Letter you authorise Stripe Subscriptions to charge each instalment when due.

4.4 Late payment. If an invoice is not paid by the due date, we will give you written notice and a 14-day period to remedy the non-payment. If the non-payment is not remedied within the cure period, we may: (a) suspend Programme delivery until payment is received; (b) charge interest on the outstanding amount at the Reserve Bank cash rate plus 4 per cent per annum, calculated daily; and (c) recover reasonable costs of collection, including legal costs, where applicable.

4.5 Refunds. Refunds are governed by section 5. Outside section 5, all fees are non-refundable.

4.6 Finance partner.Clarity Systems may, on written notice to you, novate the right to collect quarterly instalments to a nominated finance partner. The cancellation mechanics at section 5 remain unchanged in that event; the finance partner steps into Clarity’s role for collection purposes only. Refund obligations within the Cooling-off Window remain with Clarity unless otherwise agreed in writing.

5.1 Pay Upfront, no refund. On the Pay Upfront Payment Path, no refund is available. The 15 per cent upfront discount reflects this. The Engagement is locked from the date the Programme fee is received.

5.2 Pay Quarterly, Cooling-off Window. On the Pay Quarterly Payment Path, you have a Cooling-off Window in which you may cancel the Engagement and obtain a refund of Q1 only. The Cooling-off Window is: (a) 30 days from the date Q1 is paid, where your Programme Tier is DIY; or (b) 90 days from the date Q1 is paid, where your Programme Tier is DIWY.

5.3 How to exercise the Cooling-off right. To cancel within the Cooling-off Window, you must give written notice to info@doitwithclarity.org before the window closes. Notice is effective on receipt by us. On receipt of a valid cancellation notice: (a) we will refund Q1 to the original payment method within 14 days; (b) Stripe Subscriptions will be cancelled and Q2, Q3, and Q4 will not be collected; (c) the Engagement terminates with effect from the date of your notice; and (d) the obligations at sections 6.3, 7, 8, 9, and 12 survive the termination. No reason for cancellation is required. The Cooling-off right is not subject to subjective assessment by either party.

5.4 After the Cooling-off Window closes. After the Cooling-off Window closes, the Engagement is locked. All 4 quarterly instalments are contractually owed under the Engagement Letter. The Engagement cannot be cancelled, paused, or partially refunded by you. Late payment is handled under section 4.4.

5.5 Australian Consumer Law. The mechanics in this section 5 are commercial cancellation rights provided by us. They do not exclude, restrict, or modify your statutory rights under the Australian Consumer Law and any other non-excludable rights.

6.1 Diagnostic accuracy. The Diagnostic produces structured analysis based on your responses, your industry profile, and standard valuation assumptions. Diagnostic outputs are estimates, not guarantees.

6.2 Reliance.You acknowledge that: (a) Diagnostic estimates are not financial, legal, or tax advice; (b) actual valuations require independent valuation by a qualified valuer; (c) actual operational outcomes depend on your team’s execution; and (d) Diagnostic outputs are intended to inform your decisions, not to replace professional advice.

6.3 Data ownership. You retain ownership of all business information you provide. We retain ownership of the Diagnostic methodology, scoring engine, install library, and Evidence Pack templates. The Privacy Policy governs how we handle your personal information.

7.1 Our IP. We retain all rights in the Diagnostic methodology, the Independence System install library, the Evidence Pack templates, the Platform and its source code, and all training materials.

7.2 Your IP. You retain all rights in your business operations, customer relationships, commercial information, operational documents produced through the Programme, and all data you provide.

7.3 Licence to deliver. You grant us a non-exclusive licence to use your information for the purposes of delivering the Programme, producing your Evidence Pack, and (in anonymised aggregate form) improving the Diagnostic and install library.

7.4 Case studies. We may, with your prior written consent, use anonymised information about your engagement for case studies, benchmarks, or marketing materials.

Each party agrees to keep confidential all information about the other party’s business that is not publicly known and which is disclosed under this Engagement. This obligation continues for 3 years after Programme close.

9.1 Liability cap. To the extent permitted by law, our total liability under this Engagement, whether in contract, tort, or otherwise, is limited to the total Programme fees paid by you under your Engagement Letter.

9.2 Excluded loss. We are not liable for any indirect, consequential, or special loss, except to the extent caused by our wilful misconduct or fraud.

9.3 Australian Consumer Law. Nothing in these Terms excludes, restricts, or modifies any right, guarantee, or remedy you have under the Australian Consumer Law (ACL) or any other law that cannot be excluded, restricted, or modified by agreement.

10.1 Termination for cause. Either party may terminate this Engagement immediately by written notice if the other party commits a material breach and fails to remedy within 14 days, or becomes insolvent.

10.2 Cooling-off cancellation. Your right to cancel during the Cooling-off Window on the Pay Quarterly Payment Path is set out at section 5.

10.3 No termination for convenience. This Engagement does not contain a for-convenience termination right. The Cooling-off Window at section 5 is the structured cancellation right available to you on the Pay Quarterly Payment Path. The Pay Upfront Payment Path carries no commercial cancellation right.

10.4 Survival. Sections 6.3, 7, 8, 9, and 12 survive termination of this Engagement.

Our handling of your personal information is governed by the Clarity Systems Privacy Policy, available at app.doitwithclarity.org/privacy and incorporated by reference. Privacy queries to info@doitwithclarity.org.

12.1 Governing law. These Terms are governed by the law of Western Australia.

12.2 Dispute resolution. Before commencing legal proceedings, the parties agree to attempt to resolve any dispute by good-faith discussion and, failing that, mediation through the Resolution Institute.

12.3 Jurisdiction. The parties submit to the exclusive jurisdiction of the courts of Western Australia for any matter not resolved through mediation.

13.1 Entire agreement. The Engagement Letter and these Terms (including the Privacy Policy incorporated by reference) constitute the entire agreement between the parties.

13.2 Variation. Any variation must be in writing and signed by both parties.

13.3 No assignment. You may not assign your rights or obligations under this Engagement without our prior written consent.

13.4 Notices. Written notices must be sent to the email address each party uses for primary correspondence under this Engagement. General notices, privacy queries, and cancellation notices under section 5.3 to info@doitwithclarity.org.

13.5 Severability. If any clause is found to be unenforceable, that clause is severed and the remaining clauses continue in force.

13.6 Counterparts and electronic execution. These Terms may be executed electronically and in counterparts under the Electronic Transactions Act 1999 (Cth).

By signing the Engagement Letter, you acknowledge that you have: (a) read and understood these Terms and Conditions in full; (b) read and understood the Privacy Policy; (c) had a reasonable opportunity to seek independent advice on the contents; and (d) agree to be bound by these Terms in respect of the Programme described in your Engagement Letter.

Questions about these Terms: info@doitwithclarity.org.