Terms and Conditions

Effective date: 06/08/2025 CRM Systems is a division of VM Group Pty Ltd (ABN 47 965 009 056) of 4/55 Upton St, Bundall QLD 4217, Australia.

1.  Introduction and Acceptance

1.1  These Terms and Conditions (“Terms”, “Agreement”) govern the provision of CRM consulting, implementation, configuration, training and support services, including related VOIP telephony services (“Services”), by CRM Systems (“CRM Systems”, “we”, “us”, “our”) to any person or entity that engages us (“Client”, “you”, “your”), as well as your use of our website at crmsystems.net.au (the “Website”).

1.2  By instructing CRM Systems to proceed with a quote, proposal, statement of work or order, by signing an engagement document, or by using the Website, you agree to be bound by these Terms. If you are entering into this Agreement on behalf of a company or other entity, you confirm that you are authorised to bind that entity, and “you” refers to that entity.

1.3  If any specific proposal, statement of work, order form or separate written agreement between you and CRM Systems conflicts with these Terms, the specific document will prevail to the extent of the inconsistency.

1.4  If you do not agree to these Terms, please do not engage CRM Systems or use the Website.

2.  Definitions

In these Terms, unless the context requires otherwise:

• “Australian Consumer Law” or “ACL” means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
• “Client Data” means any data, records, files or content that you or your personnel input into, upload to, or store within a Third-Party Platform in the course of receiving the Services.
• “Deliverables” means any configurations, workflows, documentation, training materials, integrations or other work product that CRM Systems creates for you as part of the Services.
• “Third-Party Platform” means any software, CRM system (including Zoho products), telephony, VOIP or other third-party service that is not owned or operated by CRM Systems, but which CRM Systems configures, implements, integrates or provides support in relation to.
• “Services” has the meaning given in clause 1.1, and includes any scope described in a proposal, quote, statement of work or order accepted by you.

3.  About Our Services

3.1  CRM Systems provides consulting, implementation, configuration, customisation, integration, training and ongoing support services in relation to CRM platforms (including Zoho CRM, Zoho One and other Zoho Applications). We do not, under these Terms, sell, resell or licence the underlying software or other products themselves — those products are supplied to you directly by the relevant third-party provider under that provider’s own terms (see clause 7).

3.2  The specific Services we will perform for you, the associated fees, and any timeframes, will be set out in a written proposal, estimate, statement of work or order (“Engagement Document”) which forms part of, and is read together with, these Terms.

3.3  We will provide the Services using reasonable care and skill, in a professional and workmanlike manner consistent with good industry practice. Estimated timeframes in an Engagement Document are estimates only and may be affected by matters outside our control, including delays by Third-Party Platform providers, or delays caused by you or your personnel.

3.4  We may use suitably qualified subcontractors to deliver part of the Services, provided we remain responsible for the performance of the Services.

4.  Estimates, Proposals and Scope of Work

4.1  Estimates and proposals are valid for the period stated in the relevant document, or if no period is stated, for 30 days from the date of issue.

4.2  Any work requested that falls outside the scope described in the applicable Engagement Document (“Additional Work”) will be treated as a variation. We will use reasonable efforts to notify you in advance of the likely additional cost or time impact of Additional Work and will not proceed with material Additional Work without your approval, except where reasonably necessary to protect the security or integrity of a Third-Party Platform.

4.3  You are responsible for reviewing and confirming that the scope described in an Engagement Document reflects your requirements before work commences.

5.  Client Obligations

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

• provide timely, accurate and complete information, access, and decisions reasonably required for us to perform the Services;
• provide reasonable access to relevant personnel, systems and administrator-level access to Third-Party Platforms as needed;
• maintain your own current backups of Client Data, in addition to any backups maintained by a Third-Party Platform provider;
• ensure that your use of any Third-Party Platform and the Services complies with applicable laws, including privacy and anti-spam laws; and
• obtain any third-party consents needed for us to access or process Client Data on your behalf.

5.2  If your failure to meet an obligation in clause 5.1 delays or increases the cost of the Services, we may adjust timeframes and fees accordingly and will notify you of any material impact.

6.  Fees, Invoicing and Payment

6.1  Fees for the Services will be charged either as a fixed project fee, on a time-and-materials basis, or as a recurring monthly retainer for ongoing support, as set out in the applicable Engagement Document. All fees are quoted in Australian dollars and are exclusive of GST unless stated otherwise.

6.2  Time-based billing: For consulting, implementation, configuration, integration, troubleshooting and support work, we operate on a time-based consulting model rather than a fixed-price-for-outcome model. Time is recorded in six-minute increments per consultant and generally covers all professional time engaged on your behalf, including meetings, calls, emails, research, process mapping, scoping, configuration, documentation, testing, troubleshooting, development and project management, other than the initial consultation, quoting and proposal-review meeting, which are provided at no charge. Estimates and projected timeframes are planning guides based on the information available at the time and may change as a project develops, and time spent addressing dependencies on your side or issues arising from Third-Party Platforms remains billable. You should review statements promptly and raise any queries within 3 business days of receipt. Our full Time-Based Consulting Policy applies to, and forms part of, any time-based engagement and is available at: crmsystems.net.au/crm-systems-time-based-consulting-policy.

6.3  Unless otherwise agreed in writing, project fees are invoiced in the milestones set out in the Engagement Document (for example, a deposit on acceptance and a balance on completion), and retainer, support or time-based fees are invoiced monthly in arrears or in advance, as set out in the Engagement Document.

6.4  Invoices are payable within 7 days of the invoice date, unless a different payment term is stated on the invoice or in the Engagement Document.

6.5  If an invoice is not paid by its due date, we may, after giving you at least 7 days’ written notice: (a) charge interest on the overdue amount at the rate prescribed under Queensland law or 8% per annum, whichever is lower; and/or (b) suspend the Services, including support and access to Deliverables, until payment is made in full.

6.6  We may vary our standard fees or hourly rates for future periods of an ongoing engagement (such as retainer, support or time-based fees) by giving you at least 30 days’ written notice. Fees already agreed for work in progress under an Engagement Document will not change unless you request a variation under clause 4.2.

6.7  Fees payable to Third-Party Platform providers (such as software subscription or licence fees) are separate from our fees and are your responsibility, whether billed to you directly by the provider or, where we facilitate billing as a convenience, passed through by us.

7.  Third-Party Platforms and Licences

7.1  Our Services relate to Third-Party Platforms that we do not own or control, including Zoho products and VOIP/telephony services. Your use of any Third-Party Platform is governed by that provider’s own terms of service, acceptable use policies and privacy policy, which you should read and accept directly with that provider.

7.2  We do not warrant the availability, security, functionality or pricing of any Third-Party Platform, and we are not responsible for outages, changes, discontinuation, or price changes made by a Third-Party Platform provider. Where such matters affect the Services, we will use reasonable efforts to keep you informed and to advise on options.

7.3  Where you authorise us to access a Third-Party Platform on your behalf (for example, to configure or support your Zoho or VOIP environment), you remain the account holder and are responsible for that account, its licensing, and compliance with the provider’s terms. We will only access such platforms as reasonably necessary to deliver the Services.

8.  Intellectual Property

8.1  Subject to clause 8.2, we retain ownership of all intellectual property rights in our pre-existing tools, templates, methodologies, know-how and generic training materials used to deliver the Services (“CRM Systems Materials”).

8.2  On payment in full of the applicable fees, we grant you a non-exclusive, perpetual licence to use the Deliverables (including any CRM Systems Materials incorporated into them) for your own internal business purposes. Ownership and licensing of the underlying Third-Party Platform remains governed by that provider’s own terms.

8.3  You retain all rights in Client Data and any materials, brand assets or information you provide to us. You grant us a licence to use, copy, and process such materials solely to the extent reasonably necessary to deliver the Services.

8.4  You must not use our name, logo or trademarks without our prior written consent, other than to accurately describe that we are your service provider.

9.  Confidentiality

9.1  Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Services (“Confidential Information”), and to use it only for the purposes of the engagement.

9.2  Confidential Information does not include information that is or becomes publicly available other than through a breach of this clause, was already known to the receiving party, or is independently developed without reference to the disclosing party’s Confidential Information.

9.3  A party may disclose Confidential Information where required by law, or to its professional advisers, employees or subcontractors on a need-to-know basis and subject to equivalent confidentiality obligations.

9.4  This clause survives termination or expiry of this Agreement.

10.  Privacy and Data Protection

10.1  We handle personal information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles, and our Privacy Policy (available on the Website), which is incorporated into these Terms by reference.

10.2  Client Data stored within a Third-Party Platform remains subject to that provider’s own security and privacy arrangements. Where we access Client Data to deliver the Services, we will take reasonable steps to protect it from misuse, interference, loss, and unauthorised access, and will only access, use or disclose Client Data as reasonably necessary to deliver the Services or as you direct.

10.3  If a data breach involving Client Data occurs that is notifiable under the Notifiable Data Breaches scheme, and the breach arose from our systems or actions, we will notify you without undue delay so that you can meet any obligations you may have under that scheme.

10.4  You are responsible for ensuring you have the appropriate consents and legal basis to provide any personal information to us or to a Third-Party Platform in connection with the Services.

11.  Consumer Guarantees under the Australian Consumer Law

11.1  Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted or modified.

11.2  Where the Australian Consumer Law applies to the supply of our Services, we guarantee that the Services will be provided with due care and skill, will be fit for any purpose you made known to us, and will be delivered within a reasonable time (where no time is fixed by agreement). If we fail to meet a consumer guarantee, you are entitled to remedies under the Australian Consumer Law, which may include having the Services re-supplied, or a refund for a major failure.

11.3  Clause 13 (Limitation of Liability) sets out how our liability is limited for services that are not of a kind ordinarily acquired for personal, domestic or household use, to the extent permitted by section 64A of the Australian Consumer Law. This limitation does not apply to any guarantee that cannot be limited by law, including where the failure results from a major failure or amounts to a breach of the guarantee as to due care and skill causing loss that could not reasonably have been foreseen.

12.  Warranties

12.1  Other than the guarantees referred to in clause 11 and any express commitments in an Engagement Document, the Services and any Deliverables are provided “as is”, and to the maximum extent permitted by law, we exclude all other conditions, warranties and representations, whether express, implied, statutory or otherwise.

12.2  We do not warrant that any Third-Party Platform will be uninterrupted, error-free, or fit for a particular purpose beyond what is warranted by the relevant provider, or that the Services will resolve every technical issue you encounter, though we will use reasonable efforts to do so.

13.  Limitation of Liability

13.1  To the maximum extent permitted by law, and subject to clause 11 and clause 13.3, CRM Systems’ total aggregate liability arising out of or in connection with these Terms or the Services, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total fees paid by you to CRM Systems for the Services giving rise to the claim in the 6 months preceding the event.

13.2  To the maximum extent permitted by law, neither party is liable to the other for any indirect, special or consequential loss, or for loss of profits, revenue, business opportunity, or data, arising out of or in connection with these Terms, even if that party was advised of the possibility of such loss.

13.3  Where the Services are not of a kind ordinarily acquired for personal, domestic or household use, and to the extent permitted under section 64A of the Australian Consumer Law, our liability for failing to meet a consumer guarantee is limited, at our option, to re-supplying the Services or paying the cost of having the Services supplied again. Nothing in this clause 13 limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot be limited or excluded by law.

14.  Indemnity

14.1  You agree to indemnify CRM Systems against any liability, loss, cost or expense (including reasonable legal costs) that we reasonably incur as a result of a third-party claim arising from: (a) Client Data or content you provide; (b) your breach of these Terms; or (c) your, or your personnel’s, unlawful use of the Services or a Third-Party Platform, except to the extent caused by our negligence or breach of these Terms.

15.  Suspension and Termination

15.1  Either party may terminate an ongoing (retainer or support) engagement by giving the other party 30 days’ written notice, unless a different notice period is set out in the applicable Engagement Document.

15.2  Either party may terminate this Agreement or an Engagement Document immediately by written notice if the other party commits a material breach that is not remedied within 14 days of being asked to do so, or becomes insolvent.

15.3  On termination, you must pay for all Services performed, and expenses reasonably incurred, up to the date of termination. Clauses relating to fees owed, intellectual property, confidentiality, privacy, limitation of liability, and indemnity survive termination.

15.4  We may suspend the Services where reasonably necessary for security reasons, non-payment (see clause 6.4), or where required by a Third-Party Platform provider, and will where practicable give you advance notice.

16.  Force Majeure

16.1  Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) caused by circumstances reasonably beyond its control, including natural disasters, internet or telecommunications outages, or outages or changes made by a Third-Party Platform provider, provided the affected party notifies the other party and uses reasonable efforts to minimise the impact.

17.  Dispute Resolution

17.1  If a dispute arises out of or relates to these Terms or the Services, the parties agree to first attempt to resolve the dispute in good faith through discussion between senior representatives, before commencing formal legal proceedings, except where a party seeks urgent injunctive relief.

17.2  If the dispute is not resolved within 21 days of it being raised, either party may refer the matter to mediation administered by the Resolution Institute (or another mediator agreed by the parties) before commencing court proceedings, unless urgent interlocutory relief is required.

18.  General

18.1  Governing law and jurisdiction: This Agreement is governed by the laws of Queensland, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Queensland.

18.2  Assignment: You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. We may assign this Agreement in connection with a sale, merger or restructure of our business, provided we notify you.

18.3  Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be read down to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

18.4  Entire agreement: These Terms, together with any Engagement Document and our Privacy Policy, constitute the entire agreement between the parties in relation to the Services, and supersede all prior discussions, representations or agreements on that subject matter.

18.5  Amendments: We may update these Terms from time to time by posting an updated version on the Website, with the effective date shown at the top of the document. Material changes affecting an active engagement will be notified to you directly, and continued use of the Services after that notice constitutes acceptance of the updated Terms.

18.6  Notices: Notices under this Agreement must be given in writing by email to the primary contact nominated by each party, and are treated as received on the next business day.

19.  Contact Us

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

• CRM Systems, 4/55 Upton St, Bundall QLD 4217
• Phone: +61 7 5600 0989
• Email: info (at) crmsystems.net.au

This document was last updated on 06/08/2026.