Terms of Service

These Terms of Service ("Terms") govern your use of the website and services provided by Elysium Systems (ABN 87 603 882 734) ("Elysium", "we", "us", "our"). By accessing our website or engaging our services, you agree to be bound by these Terms.

1. Services

Elysium provides technology consulting, AI strategy, process automation, software integration, CRM solutions and related professional services ("Services"). The specific scope, deliverables and timeline of any engagement will be outlined in a proposal, statement of work or other written agreement between us and the client ("Engagement Agreement").

Where there is a conflict between these Terms and an Engagement Agreement, the Engagement Agreement prevails to the extent of the inconsistency.

2. Fees and Payment

Fees for our Services will be as set out in the relevant Engagement Agreement or as otherwise agreed in writing. Unless stated otherwise:

• All fees are quoted in Australian Dollars (AUD) and are exclusive of GST unless stated otherwise
• Invoices are due for payment within 7 days of the invoice date
• We reserve the right to charge interest on overdue amounts at a rate of 2% per month (or the maximum rate permitted by law, whichever is lower)
• We may suspend or cease work on any engagement where invoices remain unpaid beyond the due date

Any additional work requested outside the agreed scope will be quoted separately and is subject to written approval before commencement.

3. Intellectual Property

3.1 Ownership

Unless expressly agreed otherwise in an Engagement Agreement, all intellectual property rights in any work product, deliverables, code, designs, systems, documentation and materials created by Elysium in the course of providing Services ("Work Product") remain the property of Elysium.

3.2 Client Licence

Upon full payment of all applicable fees, we grant the client a non-exclusive, perpetual, royalty-free licence to use, modify and deploy the Work Product for the client's own internal business purposes. This licence does not include the right to resell, sublicense or distribute the Work Product to third parties.

3.3 Pre-Existing IP

Each party retains ownership of any intellectual property that existed prior to the engagement. Where Elysium incorporates pre-existing tools, libraries, frameworks or methodologies into the Work Product, we retain ownership of those components and grant the client a licence to use them as part of the delivered Work Product.

3.4 Transfer by Agreement

Full transfer of intellectual property ownership may be agreed upon in writing as part of an Engagement Agreement, subject to any terms and additional fees specified therein.

4. Client Obligations

The client agrees to:

• Provide timely access to information, systems, personnel and resources reasonably required for us to deliver the Services
• Ensure that any materials, data or content provided to us do not infringe the intellectual property rights of any third party
• Maintain appropriate backups of their own data and systems
• Comply with all applicable laws and regulations in connection with their use of the Services and any Work Product

5. Confidentiality

Both parties agree to keep confidential any information disclosed during the engagement that is not publicly available ("Confidential Information"). Neither party will disclose the other's Confidential Information to any third party without prior written consent, except as required by law or to professional advisers bound by confidentiality obligations.

This obligation survives the termination of any engagement for a period of two (2) years.

6. Limitation of Liability

6.1 No Consequential Loss

To the maximum extent permitted by law, Elysium is not liable for any indirect, incidental, special, consequential or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, business interruption or loss of goodwill, arising out of or in connection with the Services, regardless of the cause of action or theory of liability.

6.2 Cap on Liability

Our total aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid by the client to Elysium under the relevant Engagement Agreement in the twelve (12) months preceding the event giving rise to the claim.

6.3 No Guarantee of Results

While we endeavour to deliver high-quality Services, we do not guarantee specific business outcomes, results, performance improvements, revenue increases or return on investment. The effectiveness of our Services depends on numerous factors outside our control, including client implementation, market conditions and third-party systems.

6.4 Third-Party Services

Where our Services involve the use of third-party platforms, tools, APIs or software (e.g. CRM systems, AI platforms, cloud services), we are not responsible for any outages, changes, data loss, security breaches or other issues caused by those third-party providers. The client's use of third-party services is subject to the relevant provider's own terms and conditions.

7. Warranties and Disclaimers

We warrant that we will perform the Services with reasonable care and skill in accordance with generally accepted industry standards. To the maximum extent permitted by law, all other warranties, representations and conditions — whether express, implied, statutory or otherwise — are excluded, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement.

Nothing in these Terms excludes or limits any rights that cannot be excluded under Australian Consumer Law.

8. Indemnification

The client agrees to indemnify and hold harmless Elysium, its directors, employees and contractors from any claims, losses, damages, liabilities and expenses (including reasonable legal fees) arising out of or in connection with:

• The client's breach of these Terms or any Engagement Agreement
• The client's use of the Work Product in a manner not contemplated by the engagement
• Any materials, data or content provided by the client that infringes the rights of a third party

9. Termination

Either party may terminate an engagement by providing 14 days' written notice to the other party. Upon termination:

• The client is liable for all fees for Services performed up to the date of termination
• We will deliver any completed or in-progress Work Product upon payment of all outstanding fees
• Clauses relating to intellectual property, confidentiality, limitation of liability and indemnification survive termination

Either party may terminate immediately if the other party commits a material breach that is not remedied within 14 days of written notice of the breach.

10. Force Majeure

Neither party is liable for any delay or failure to perform obligations under these Terms where such delay or failure is caused by circumstances beyond the party's reasonable control, including natural disasters, pandemics, government actions, internet outages, or third-party service failures.

11. Governing Law

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

12. Amendments

We reserve the right to update these Terms from time to time. The updated version will be posted on our website with a revised "Last updated" date. Continued use of our website or Services after changes are posted constitutes acceptance of the revised Terms.

13. Severability

If any provision of these Terms is found to be invalid, illegal or unenforceable, the remaining provisions will continue in full force and effect.

14. Entire Agreement

These Terms, together with any applicable Engagement Agreement and our Privacy Policy, constitute the entire agreement between the parties in relation to the subject matter herein and supersede all prior agreements, representations and understandings.

15. Contact Us

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

• Email: hello@elysium.systems
• Website: elysium.systems