1. Our General Terms

1.1 Important documents

Welcome to our “General Terms”. They set out our promises to each other about our Services. Our General Terms apply to each Service you order under a “Quote”.

1.2 Quotes and professional services

We will only issue Quotes for our Services. If you want professional services (including consulting, settlement management and project management services) we may introduce you to a provider.
Any professional services will be covered by a separate agreement between you and the provider. We’re not responsible for the delivery or performance of those services, we’re just making the introduction.

1.3 Some important definitions

When we talk about:

  • “settld”, “we”, “our” or “us”, we mean SETTLD PTY LTD; and

  • “you” or “your”, we mean the person or entity described as the customer in the relevant Quote.

You’ll find a helpful glossary of defined terms in clause 19.1.

2. How do we get started?

2.1 We’ll send you a Quote

Your Quotes describe:

  • the Services you have ordered;

  • the Fees we’ll charge for those Services;

  • when we’ll charge the Fees; and

  • any special conditions we have agreed with you.

If there’s any conflict or inconsistency between these General Terms and a Quote, the Quote will take priority. If there’s any conflict or inconsistency between two Quotes, the later Quote will take priority.

2.2 Accepting these General Terms

You can accept these General Terms by:

  • signing a Quote; or

  • showing us by words or actions that you accept these General Terms (for example, asking us to provide Services or paying for Services).

Our General Terms are binding until you no longer have active Services with us.
You must comply with these General Terms and ensure your Users do too.

3. Term

3.1 Your Initial Term

Some of our Services have a term. Your Quote will describe the initial term of your Services. It’s the minimum period you agree to pay for the relevant Service. We’ll call this the “Initial Term”.

3.2 Automatic renewal

If a Quote says a Service automatically renews, then it will do so for the “Renewal Terms” and in the way explained in the Quote.
We’ll reach out at least 60 days before your Service is due to renew to remind you.
You must pay for the relevant Service during each Renewal Term. If the Fees change during a Renewal Term, the Quote will explain this.

3.3 Expiry

If:

  • there isn’t anything in a Quote about renewal; or

  • the Renewal Term is described as a one-off and not ongoing; or

  • a party gives notice that it doesn’t want to renew in accordance with the Quote,
    then the Quote and the Services under it will expire when the Initial Term or Renewal Term (whichever applies) finishes.

4. Services

4.1 The Services

The “Services” include our SaaS services, being the settlement management software-as-a-service product and related services described in the Quote.

4.2 New Services

We may add other Services over time. You’ll need to sign a new Quote or amend an existing Quote to access those new Services.

4.3 How we’ll deliver the Services

During this agreement, we’ll provide you with:

  • the Services set out in the relevant Quote; and

  • access to the Services and any Documentation for you and your Users.

4.4 We might get some help

We might use other people or companies to help us deliver the Services, including support services. We’ll still be responsible for the Services and for anything they do on our behalf.

4.5 Tiers

We’ll give you access to our Services based on the Tier selected in the Quote. Your Tier determines things like:

  • the size of your Project;

  • how many Users you can have; and

  • the features you can access.

If any of these things change, you must let us know so we can advise if you need to pay any additional Fees and/or move to a different Tier.

4.6 We provide support

We’ll use reasonable endeavours to provide you with support for the Services through our Australian-based help desk. You can submit a support ticket at any time. However, support is only available, and we’ll only respond, between 9am and 5pm on Business Days.

4.7 Your responsibilities

You’re responsible for:

  • deciding who your Users are, inviting them to register for use;

  • your (and your Users’) use of the Services; and

  • anything that happens in your account.

You must also:

  • Only use the Services and any Documentation in line with these Terms and our directions;

  • Keep your information (including payment info) up to date;

  • Stay within your Tier limits;

  • Ensure you have the right consents for all content uploaded to the Service;

  • Keep your account secure;

  • Protect your systems; and

  • Retain Your Data as required by law.

4.8 You must not do these things

You must not (and must not allow your Users to):

  • Breach laws;

  • Send viruses or harmful code;

  • Upload offensive or infringing content;

  • Use scraping or AI tools without permission;

  • Reverse-engineer or resell the Services;

  • Interfere with or stress test the Services.

4.9 Changes to the Services

We may update or modify the Services. We’ll notify you at least 10 Business Days in advance if the change is likely to:

  • Interrupt your access; or

  • Significantly and detrimentally impact your use.

If so, and no workaround is available, you may terminate the affected Service.

4.10 We use AI in some Services

Some Services use AI, including generative models. We’ll discuss data security needs with you during the Quote stage.

4.11 Third-party services

Some parts of our Services are provided via third parties (e.g., Stripe, DocuSign). You may need to accept their terms.

5. Payment

5.1 You must pay our Fees

You must pay our Fees as set out in the Quote or otherwise agreed in writing. Payment is required as per the Payment Terms in the Quote.

5.2 How we’ll send invoices

We’ll send tax invoices to your nominated email address.

5.3 Payment methods

You must pay by credit card, electronic funds transfer, or another accepted method. A surcharge may apply for card payments.

5.4 Reattempts

If you’re paying by card:

  • Keep your details up to date;

  • We’re not responsible for charges from incorrect details;

  • We may retry failed payments up to four times over four weeks.

5.5 GST

Unless stated, Fees exclude GST. You must pay GST on our tax invoices.

5.6 Billing disputes

If you dispute an invoice:

  • Pay the undisputed amount on time;

  • Notify us of the dispute immediately;

  • Work with us in good faith to resolve it.

We may charge interest on amounts found to have been unpaid.

5.7 Late payment

We may charge interest on overdue amounts 30 days after invoice. The interest rate is the Reserve Bank of Australia target cash rate + 2%.

5.8 Recovery costs

You must pay any costs we incur in recovering unpaid debts.

6. Confidentiality

6.1 We must keep each other’s Confidential Information safe

Each party must protect the other’s Confidential Information with reasonable care.

6.2 How we can use each other’s Confidential Information

Each party may only use the other’s Confidential Information to fulfil rights and obligations under these Terms and any Quote.

6.3 When we can disclose each other’s Confidential Information

Disclosure is permitted:

  • To trusted Personnel, financiers, or investors (under confidentiality obligations);

  • To comply with law or court orders;

  • With the other party’s consent.

6.4 This clause replaces any previous non-disclosure agreement

When you accept these Terms, any prior NDA is replaced by this clause.

7. Privacy and Security

7.1 Compliance with laws

Each party must comply with applicable Privacy Laws and notify the other of any breaches.

7.2 Collection of Personal Information

We collect Personal Information via the Services, from you or third parties, to deliver the Services. This is governed by our Privacy Policy.

7.3 Consent to collect Personal Information

You consent to our collection and use of your Personal Information.
You confirm you have the same consent from others whose data you or your Users provide.

7.4 Electronic transmission and cloud computing

You agree that:

  • We may use cloud services to store and manage Your Data;

  • We may send/receive documents electronically, which may be accessed by third parties;

  • We’re not liable for related issues.

7.5 Security

We will:

  • Use technical and organisational measures to protect the Services;

  • Ensure cloud providers secure Your Data.

8. Your Data and Outputs

8.1 Ownership of Your Data

You retain ownership and control of Your Data.

8.2 Outputs

By using the Services:

  • Output depends on the accuracy of Your Data;

  • We don’t guarantee its accuracy or completeness;

  • Use it at your own risk;

  • Don’t rely on it as professional advice.

We’re not liable for loss or damage from using or relying on Output.

8.3 Use of Your Data by us

We may use:

  • Your Data to provide Services (shared only with trusted third parties);

  • Anonymous/aggregate data for improvement and benchmarking (never identifiable).

8.4 Backups

Our cloud providers may back up Your Data, but you are responsible for ensuring your own backups.

8.5 Deleting Your Data

We may delete Your Data:

  • If it breaches these Terms;

  • If you delete it using the Service;

  • 90 days after termination or expiry, unless you export it.

9. Intellectual Property

9.1 We own the Intellectual Property Rights in the Services

We or our licensors retain all IP in the Services, Documentation, and materials.

9.2 White labelling

If included in your Tier:

  • We’ll deliver Services using your branding;

  • You must provide branding assets;

  • This doesn’t give you ownership of the platform or IP.

You must not claim ownership or remove our attribution.

9.3 We can use your trademarks

We may use your Marks to deliver Services and in our marketing. You:

  • Can’t charge us for this;

  • Can’t revoke these rights during your Term.

9.4 How we can use your trademarks

We must:

  • Maintain the integrity of your Marks;

  • Stop using them when no longer required.

9.5 Feedback

We may use your feedback freely and own all resulting IP. You assign us all rights.

9.6 Copyright

We own any materials we create unless your Quote states otherwise. You may use them during your Term only.

We may reuse them with other customers, while keeping your confidentiality.

10. Promises

10.1 Promises we make to each other

Each party promises that it:

  • Is authorised to enter into the Quotes and these General Terms;

  • Has all necessary consents and authorisations;

  • Hasn’t relied on anything not set out in these documents.

These promises are relied on to form the agreement.

10.2 Services are provided “as-is” and “as-available”

The Services:

  • Are provided without warranties;

  • May not always be available;

  • May not meet your specific expectations or needs;

  • May be unavailable during maintenance or emergencies.

We’ll try to notify you in advance, or afterwards if urgent.

10.3 No implied warranties

Except as required by law (e.g. Australian Consumer Law), all other implied warranties or guarantees are excluded.

11. Liability

11.1 No party is liable for Consequential Loss

Neither party is liable for Consequential Loss, including:

  • Loss of profits or business;

  • Data loss;

  • Indirect or incidental damages.

11.2 We limit our liability

Our liability is limited to the Fees paid by you under the relevant Quote in the 12 months prior to the event that caused the loss.

11.3 Liability for Services

We are not liable for losses due to:

  • Service unavailability;

  • Incorrect or missing data;

  • Failed settlements;

  • Your or your Users’ actions;

  • Viruses or unauthorised access.

This doesn’t apply if we’ve acted fraudulently.

11.4 Your liability

You’re responsible for:

  • How you and your Users use the Services;

  • Any third parties you’ve given access to.

11.5 Where caps and exclusions don’t apply

These limits don’t apply to:

  • Your obligations under clause 11.7;

  • Confidentiality;

  • Fraud or intentional misconduct;

  • Obligations that can’t be limited by law.

11.6 Proportionate liability

If multiple parties contribute to a loss, each party is only liable for its share.

11.7 When we’ll protect each other

Each party agrees to indemnify the other against losses caused by:

  • Fraud or intentional misconduct;

  • Breach of laws or third-party rights;

  • Misuse of the Services by you or your Users.

These obligations continue even after termination.

11.8 Conditions for protection

To be protected, a party must:

  • Notify the other about the claim quickly;

  • Give full control of the defence and settlement; and

  • Cooperate reasonably.

Claims must not be settled unless the protected party is fully released.

12. Suspension

12.1 We can suspend access to the Services

We may suspend your access if:

  • You materially breach these Terms;

  • You use the Services unlawfully or risk security;

  • We believe fraud or compromise has occurred.

12.2 When we’ll tell you about the suspension

We’ll notify you beforehand if possible. If not, we’ll notify you after — unless:

  • It’s prohibited by law; or

  • Immediate harm would be prevented by delaying notice.

12.3 Resolving a suspension

If we suspend access:

  • You must help fix the issue;

  • You’ll still be liable for Fees during the suspension;

  • We may terminate after 10 Business Days of suspension.

13. Termination

13.1 Termination for convenience

You cannot terminate a Service for convenience during the Initial Term or any Renewal Term.

13.2 Termination by either party

A party may terminate:

  • Immediately, if the other party:

    • Materially breaches these Terms and doesn’t fix it within 5 Business Days; or

    • Becomes Insolvent.

  • On 10 Business Days’ notice, if the breach cannot be remedied.

13.3 What happens on termination or expiry

After termination or expiry:

  • You and your Users lose access to the Services;

  • Fees paid are non-refundable;

  • Any unpaid Fees are still owed;

  • You must export Your Data per clause 8.5.

14. Changes

14.1 Updates and new releases

We may release updates or upgrades. These may have extra Fees, which we’ll agree on with you first.

14.2 Fees

We may increase Fees with at least 20 Business Days’ notice.
You may terminate the affected Service if you object, but must do so within 10 Business Days.

14.3 Changes to these General Terms

We may change these Terms:

  • If it benefits you: we’ll notify you and changes take effect immediately.

  • If it disadvantages you:

    • We’ll give 30 days’ notice;

    • You can terminate the affected Service with 10 days’ notice;

    • If you don’t, the change takes effect after 30 days.

15. Uncontrollable Events

15.1 If an Uncontrollable Event occurs

The affected party must:

  • Notify the other party;

  • Do what they reasonably can to reduce the impact;

  • Is excused from affected obligations during the Event.

15.2 Unaffected obligations

Unaffected obligations must still be performed.

15.3 Resuming obligations

Obligations must resume immediately after the Event ends.

15.4 Termination for ongoing Uncontrollable Events

Either party may terminate if the Event continues for more than 90 days.

16. Notices

All notices must be:

  • In writing;

  • Sent to the address in the Quote;

  • Sent by priority mail, courier, or email.

When notices are received

MethodDeemed Received
Priority post (Australia)After 4 Business Days
Priority post (International)After 7 Business Days
CourierAs shown in courier’s records
EmailOn delivery confirmation, or after 30 mins unless bounced

17. Disputes

17.1 Notice of the dispute

Disputes must be notified in writing, explaining the issue.

17.2 Attempt to resolve the dispute

Parties must meet or call within 7 days to resolve the dispute. Discussions are confidential.

17.3 Failure to resolve the dispute

After 30 days (or agreed period), either party may take the dispute to court.

17.4 Continued obligations during the dispute

Both parties must keep performing obligations during the dispute (unless disputed).

18. General

18.1 Transferring rights

You may not assign or transfer rights without our approval.
We may transfer rights:

  • With your approval; or

  • On notice, if it’s to a related company or as part of a sale.

18.2 This is our complete and final agreement

These Terms and the Quotes form the full agreement, replacing all prior discussions.

18.3 Removal of invalid terms

Invalid clauses will be removed, and the rest will remain valid.

18.4 Waiving rights

Not using a right doesn’t waive it. Waivers must be in writing.

18.5 Survival

Clauses that should continue after termination will do so, including 1, 2, 5–11, 13, and 16–19.

18.6 Governing law and jurisdiction

These Terms are governed by NSW law. Each party submits to the courts of New South Wales.

19. Interpretation

19.1 Glossary

See original text for full list of defined terms such as:
Business Day, Confidential Information, Consequential Loss, Documentation, Fees, Insolvent, IP Rights, Personal Information, Uncontrollable Event, Your Data, etc.

19.2 Interpretation rules

Unless otherwise stated:

  • Singular includes plural and vice versa;

  • Headings are for convenience only;

  • Dollars = AUD;

  • “Including” means “including but not limited to”;

  • Legal and legislative references include amendments and replacements.