General Terms and Conditions

Optimai Hub, an Optim Group Pty Ltd company

1. Agreement Overview

These General Terms and Conditions ("Terms") apply to all services provided by Optimai Hub, a business operated by Optim Group Pty Ltd ("we", "our", or "us") to our clients ("you" or "Client"). Specific services will be outlined in a written agreement ("Agreement"). In case of inconsistency, the Agreement will prevail.

By proceeding with our services, including but not limited to signing an Agreement, engaging in our onboarding process, or submitting a project brief, you acknowledge that you have read, understood, and agree to be bound by these Terms. These Terms are accessible at: https://www.optimaihub.com.au/terms-conditions. Any changes to the Terms will be communicated via email. Continued use of our services after notification constitutes acceptance of the revised Terms.

2. Services

We provide consulting and implementation services, including but not limited to CRM strategy, system setup, training, support, business optimisation, process improvement, and sales enablement services.

The exact scope of services for each engagement will be defined in the Agreement and must be agreed upon in writing prior to commencement. Any additional work outside this scope may incur additional charges. All changes to the project scope must be submitted and approved in writing and may affect project timelines and costs.

We may, at our discretion and upon mutual agreement, provide additional related services to meet your evolving business needs.

We will use reasonable endeavours to complete services within any agreed timeframe. However, timeframes are indicative unless expressly stated otherwise.

All services may include advice and recommendations, but all decisions regarding the implementation of such advice and recommendations remain your sole responsibility.

3. Fees and Payment

3.1 Fees for services will be set out in the Agreement. All prices are in AUD and exclusive of GST unless otherwise stated.
3.2 Payment terms are 14 days from the invoice date unless otherwise agreed in writing.
3.3 We may charge interest on overdue amounts at a rate of 2% per month, compliant with Australian laws.
3.4 You are responsible for all applicable taxes, including GST.
3.5 All payments are non-refundable unless otherwise agreed in writing. However, if we terminate due to your material breach, you will be entitled to a refund.

4. Client Responsibilities

You agree to provide timely access to information, systems, and personnel as reasonably required for us to deliver the services. Delays caused by your failure to do so may impact delivery timelines and result in additional fees.

You also warrant that any materials or information provided by you do not infringe on the intellectual property rights of any third party. Unless otherwise agreed, materials should be provided via email in a commonly accepted digital format. You are responsible for the accuracy and completeness of all information and materials provided to us.

5. Intellectual Property

5.1 We retain ownership of all intellectual property developed by us prior to or independently of the services.
5.2 Intellectual property created during a project may be transferred or licensed as defined in the Agreement. The Agreement will clearly define:
(a) the ownership of any new intellectual property created during the project, and
(b) the terms of any licence granted.
Ownership or licence of such intellectual property is conditional upon full payment of all applicable fees. To the extent that client materials incorporate our intellectual property, ownership of that intellectual property remains with us.

5.3 You may not reproduce, distribute, or otherwise use our materials outside the agreed scope without written permission.
5.4 You grant us a limited licence to use your name, logo, and testimonial (if voluntarily provided) for portfolio or marketing purposes, unless expressly requested otherwise in writing. This licence will expire upon termination of cooperation.

6. Confidentiality

Each party agrees to keep the other party's confidential information strictly confidential and to use it only for the purpose of fulfilling the services. This obligation continues after termination of services and survives the end of this Agreement.

"Confidential Information" excludes information that is publicly known, was lawfully received from a third party without restriction, or is required to be disclosed by law. Both parties agree to maintain reasonable administrative, technical, and physical safeguards to protect confidential information from unauthorised access or disclosure. Upon termination or expiration of this Agreement, both parties must return or destroy all confidential information and provide written certification of such destruction.

7. Limitation of Liability

7.1 To the fullest extent permitted by law, our liability is limited to the total fees paid by you under the relevant Agreement.
7.2 We are not liable for any indirect, incidental, or consequential damages, including but not limited to loss of profit, revenue, data, or opportunity, even if advised of the possibility of such damages. Nothing in these Terms limits any rights you may have under the Australian Consumer Law (ACL).
7.3 You acknowledge that the success of a consulting, optimisation, CRM, or sales project may depend on external factors, including third-party platform reliability and client implementation. We are not liable for issues arising from the performance or non-performance of third-party tools or services. This clause does not exclude any rights you may have under the ACL. Our liability is conditional upon you complying with your responsibilities as outlined in Clause 4.

8. Warranties

We warrant that services will be delivered with due care and skill. We do not warrant that any particular business outcome or performance target will be achieved.

8.1 No warranty is made regarding compatibility or uninterrupted performance of third-party tools or platforms used in the delivery of services. Our warranties are in addition to any statutory guarantees you may be entitled to under the ACL. You acknowledge that you are responsible for the selection of any third-party products, and that we do not warrant their fitness for purpose.

9. Termination

9.1 Either party may terminate an Agreement with 30 days written notice via email or registered mail.
9.2 Upon termination, all fees incurred up to the termination date must be paid.
9.3 In the event of early termination, you may be liable for any work completed or expenses incurred to date. These costs will be calculated based on time spent and any non-refundable expenses already incurred.
9.4 Upon termination, both parties agree to return or destroy any confidential information and deliverables not already paid for, as reasonably practicable.
9.5 Termination for Cause:
Either party may terminate this Agreement for cause if the other party:
(a) Materially breaches this Agreement and fails to cure such breach within 14 days of written notice; or
(b) Becomes insolvent or enters into any form of bankruptcy or liquidation.

We reserve the right to suspend services upon non-payment of fees. If payment is not made within 14 days of notice of suspension, we may terminate the Agreement for cause.

10. Dispute Resolution

Before commencing any legal proceedings, both parties agree to attempt in good faith to resolve any dispute through informal negotiation or mediation. If unresolved, the dispute will be referred to a mediator appointed by mutual agreement or by the President of the Law Institute of Victoria. Each party shall bear its own costs of mediation unless otherwise agreed. Any legal action or proceeding shall be commenced in the courts of Victoria, Australia.

11. Force Majeure

Neither party shall be liable for any delay or failure to perform obligations (except payment obligations) due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, failure of suppliers or third-party services, or government restrictions. Affected obligations will be suspended for the duration of the event.

12. Assignment

You may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a related entity or in connection with a business sale or restructure.

13. Entire Agreement

These Terms, together with any applicable Agreement, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements, whether written or oral, relating to its subject matter.

14. Updates

We may update these Terms from time to time. The most recent version will be available on request or on our website. You will be notified of updates via email prior to them taking effect. Continued use of our services after such notification constitutes acceptance of the updated Terms.

Contact

Optimai Hub – Optim Group Pty Ltd
Email: optimaihub.au@gmail.com
ABN: 80685953593
Registered in Victoria, Australia