Terms and Conditions

FITSCALE OS
ABN 96 426 480 862

1. Overview

These Terms and Conditions govern the provision of the AI Revenue OS service offered by FitScale OS (ABN 96 426 480 862) ("FitScale OS", "we", "us", "our") to clients ("you", "your", "the client").

By engaging FitScale OS, signing a client agreement, or making payment, you confirm you have read, understood, and agreed to these Terms and Conditions in full.

These terms apply to the AI Revenue OS service including all system components, automations, integrations, reporting, and ongoing management provided by FitScale OS.

2. The Service

FitScale OS provides a Revenue Operating System ("the System") for service-based businesses. The System is installed, configured, and managed by FitScale OS on behalf of the client.

The System includes but is not limited to: AI voice and SMS response handling, inbound enquiry capture, automated follow-up sequences, booking confirmation and reminder flows, reactivation campaigns, review automation, CRM pipeline management, and performance reporting.

The System is delivered as a managed infrastructure service. FitScale OS retains full ownership and control of the System at all times. The client receives a licence to access and benefit from the System for the duration of their active engagement with FitScale OS.

3. Infrastructure Ownership

The System, including all automations, workflows, configurations, AI logic, decision frameworks, and integrations, is and remains the sole intellectual property of FitScale OS.

The client does not own, and will not acquire any ownership of, the System or any component of it at any time, including after payment of the setup fee or any monthly fees.

The setup fee constitutes payment for the labour and expertise required to build and deploy the System. It does not constitute a purchase of the System or any licence beyond the active engagement period.

Upon cancellation or termination of the service, the client's access to the System will be decommissioned. The client will retain ownership of their own business contacts and data as defined in Section 10. No System infrastructure, automations, workflows, or configurations will be transferred to the client upon exit.

4. Fees and Payment

4.1 Setup Fee

A one-time setup fee is payable prior to commencement of the build. The setup fee is non-refundable upon commencement of work. The setup fee is never discounted. Payment of the setup fee confirms the client's agreement to these Terms and Conditions and authorises FitScale OS to commence the build.

4.2 Monthly Management Fee

A monthly management fee is charged from the second month of engagement onward. The first 30 days after go-live (the ROI Month) are included within the setup fee and no monthly management fee is charged during this period.

Monthly fees are charged via Stripe on a recurring basis. By providing payment details, the client authorises FitScale OS to charge the nominated payment method on the applicable billing date each month.

4.3 Usage Fees

Usage costs including but not limited to AI voice minutes, SMS volume, and platform consumption are charged in addition to the monthly management fee. Usage fees are calculated based on actual consumption and billed monthly. FitScale OS will provide reasonable visibility of usage costs where possible.

4.4 Upfront Commitment Options

Clients may elect to pay upfront for extended commitment periods at the rates agreed at the time of engagement. Upfront payments are non-refundable except where FitScale OS is unable to deliver the service.

4.5 Price Changes

FitScale OS reserves the right to adjust monthly management fees with a minimum of 30 days written notice to the client. Continued use of the service after the notice period constitutes acceptance of the revised pricing.

5. Late Payment

5.1 Grace Period

Payment is due on the nominated billing date. A grace period of 7 calendar days applies from the due date before any late payment provisions are triggered.

5.2 Interest on Overdue Amounts

Amounts outstanding beyond the 7-day grace period will accrue interest at a rate of 5% per annum calculated daily on the outstanding balance. Interest continues to accrue until the outstanding amount including accrued interest is paid in full.

This approach is intentional. FitScale OS does not suspend the System on the basis of late payment alone, as continuous system operation is in the client's commercial interest. Interest on overdue amounts reflects the cost of delayed payment without disrupting the client's revenue infrastructure.

5.3 Suspension

Where payment remains outstanding for more than 30 calendar days after the due date, and after written notice has been issued to the client, FitScale OS reserves the right to suspend the System until all outstanding amounts including accrued interest are paid in full.

5.4 Debt Recovery

Where amounts remain unpaid beyond 60 days, FitScale OS reserves the right to refer the outstanding debt to a debt recovery service. Reasonable costs of debt recovery may be added to the outstanding amount.

6. Minimum Term and Cancellation

6.1 Standard Engagement

Unless otherwise agreed in writing, there is no fixed minimum term for standard engagements beyond the ROI Month. Either party may terminate the engagement with 30 days written notice after the ROI Month is complete.

6.2 Founding Program

Clients engaged under a Founding Program arrangement are subject to the minimum term specified in their individual client agreement. Early cancellation within the minimum term will result in forfeiture of all fees paid to date. No refund will be issued for early exit within the minimum term.

6.3 Effect of Cancellation

Upon cancellation, FitScale OS will decommission the client's System at the conclusion of the notice period. The client's access to all System components will cease. The client retains ownership of their business contacts and data as described in Section 10.

FitScale OS is not liable for any loss of revenue, business interruption, or other consequences arising from the decommissioning of the System upon cancellation.

6.4 Cancellation by FitScale OS

FitScale OS reserves the right to terminate the engagement immediately and without refund in the event of: material breach of these Terms and Conditions by the client, non-payment beyond 60 days, conduct that is abusive, threatening, or harmful toward FitScale OS personnel, or the client providing materially false or misleading information during onboarding.

7. The ROI Month

The first 30 calendar days following the go-live date constitute the ROI Month. During the ROI Month, the System operates fully and no monthly management fee is charged. The ROI Month is included within the setup fee.

The ROI Month is an activation and measurement phase. Revenue impact is measured against the baseline established during onboarding. Performance data gathered during the ROI Month informs ongoing optimisation.

The ROI Month is not a trial period. The client's agreement to these Terms and Conditions is binding from the date of setup fee payment.

8. 90-Day Positive ROI Guarantee

8.1 Guarantee Terms

If the System does not produce a positive ROI within 90 calendar days of the go-live date, FitScale OS will: pause monthly management fee billing immediately upon the 90-day assessment, continue to manage and optimise the System at no additional charge, and resume billing only once positive ROI has been achieved and confirmed.

8.2 Definition of Positive ROI

Positive ROI is defined as: total revenue generated or recovered through the System exceeding total fees paid to FitScale OS to date, measured against the onboarding baseline recorded at the commencement of the engagement.

8.3 Guarantee Conditions

The guarantee is contingent on the client fulfilling their responsibilities as defined in Section 9. FitScale OS does not guarantee results where the client has: provided inaccurate pricing or availability information, failed to respond to escalated leads within a reasonable timeframe, materially changed their business operations without notifying FitScale OS, or been in breach of these Terms and Conditions.

8.4 Nature of Guarantee

This is a performance guarantee. It is not a refund policy. Setup fees and any monthly fees paid prior to the 90-day assessment are non-refundable under this guarantee.

9. Client Responsibilities

The client acknowledges that the performance of the System depends on the client fulfilling the following responsibilities:

• Providing accurate and current pricing for all services offered.
• Maintaining accurate availability information within the System.
• Responding to leads escalated by the System within a reasonable timeframe.
• Closing jobs and delivering quality trade work.
• Notifying FitScale OS of material changes to their business operations, services, or service areas in a timely manner.
• Maintaining a valid payment method on file at all times.

FitScale OS is not responsible for revenue loss or underperformance attributable to the client's failure to fulfil these responsibilities.

10. Data

10.1 Client Business Data

The client's business contacts, lead data, job records, and customer information entered into or captured by the System remain the property of the client. FitScale OS does not claim ownership over the client's business data.

Upon cancellation, FitScale OS will provide the client with a reasonable opportunity to export their contact and lead data prior to decommissioning.

10.2 How Data Is Used

Client data is used solely for the purpose of delivering the service. FitScale OS does not sell client data to third parties. Client data may be used internally to generate performance reports and to optimise the System.

10.3 Third Party Processors

The System operates using third party platforms including HighLevel, Stripe, Twilio (SMS), and Slack. These platforms may store or process client data as part of service delivery. Each platform operates under its own terms and privacy policy. By engaging FitScale OS, the client consents to the use of these platforms in the delivery of the service.

Data processed through HighLevel may be stored on servers located outside of Australia. FitScale OS takes reasonable steps to ensure third party processors maintain appropriate data security standards.

10.4 Data Security

FitScale OS takes reasonable steps to protect client data from unauthorised access, disclosure, or loss. However, FitScale OS does not guarantee absolute data security and is not liable for data breaches caused by third party platforms or events outside FitScale OS's reasonable control.

11. Intellectual Property

All System components, frameworks, automation logic, decision architectures, AI configurations, workflows, reporting structures, and associated materials developed by FitScale OS are and remain the intellectual property of FitScale OS.

The client is granted a limited, non-exclusive, non-transferable licence to access and benefit from the System for the duration of their active engagement. This licence terminates immediately upon cancellation or termination of the engagement.

The client must not attempt to copy, reverse engineer, replicate, resell, or distribute any component of the System or the methodologies used by FitScale OS.

12. Limitation of Liability

12.1 Cap on Liability

To the maximum extent permitted by law, FitScale OS's total liability to the client for any claim arising out of or in connection with the service is limited to the total fees paid by the client to FitScale OS in the 3 months immediately preceding the event giving rise to the claim.

12.2 Exclusions

To the maximum extent permitted by law, FitScale OS is not liable for: loss of revenue or profit, loss of business opportunity, indirect or consequential loss, loss arising from third party platform failure or outage, loss arising from the client's failure to fulfil their responsibilities under Section 9, or business decisions made by the client based on System outputs or performance reporting.

12.3 Australian Consumer Law

Nothing in these Terms and Conditions excludes, restricts, or modifies any right or remedy the client may have under the Australian Consumer Law. Where the Australian Consumer Law applies and cannot be excluded, FitScale OS's liability is limited to the extent permitted by law.

13. System Performance and Uptime

FitScale OS will use reasonable endeavours to maintain System uptime and performance. Scheduled maintenance, third party platform outages, and events outside FitScale OS's control may result in temporary interruptions to the System.

FitScale OS is not liable for revenue loss or business interruption arising from System downtime caused by third party platform failures including but not limited to HighLevel, Twilio, or Stripe.

Where a System outage is caused by FitScale OS error, FitScale OS will use reasonable endeavours to restore the System as quickly as practicable.

14. Confidentiality

Both parties agree to keep confidential any proprietary information, business data, pricing, methodologies, and operational details disclosed by the other party in the course of the engagement. This obligation survives termination of the engagement.

15. Amendments

FitScale OS reserves the right to amend these Terms and Conditions at any time. Clients will be notified of material changes with a minimum of 14 days written notice. Continued use of the service after the notice period constitutes acceptance of the amended terms.

16. Governing Law

These Terms and Conditions are governed by the laws of Western Australia, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of Western Australia for the resolution of any dispute arising under or in connection with these terms.

In the event of a dispute, both parties agree to attempt resolution in good faith before commencing formal proceedings.

17. Contact

For questions regarding these Terms and Conditions:

FitScale OS
ABN 96 426 480 862
support@fitscaleos.com