Terms of Service

1. Who we are and what these Terms cover

These Terms of Service ("Terms") are issued by Scale Theorem Pty Ltd (ABN 22 701 342 350, ACN 701 342 350) of Unit 2, 13 Landmann Street, Warrnambool VIC 3280, Australia ("Scale Theorem", "we", "us"). They govern (a) your use of this website, and (b) the purchase and delivery of our consulting services, unless and to the extent a signed engagement document says otherwise.

By using this website, requesting a proposal, or purchasing services from us, you agree to these Terms. If you are entering into these Terms on behalf of a company, you confirm you are authorised to bind that company.

2. Our services

Scale Theorem is a growth consultancy serving businesses of all sizes — from individual creators and sole traders to corporate business units. We provide services across three pillars: (1) strategic planning and facilitation; (2) the design, build and operation of commercial growth systems; and (3) structured advisory and consulting. Services are delivered online to clients worldwide, with on-site facilitation by arrangement.

Services are delivered in one of three formats, as stated at commissioning: DIY (a licensed toolkit of templates, models and trainings you implement yourself), DWY ("done with you" — facilitated sessions and structured guidance, with retained outputs), and DFY ("done for you" — deliverables produced, or systems built and operated, by us). In every format, what you purchase is a defined deliverable or set of deliverables — a result you can point to.

3. Engagement documents

Each engagement is documented in a written Statement of Work, proposal, commissioning note or order form (each an "SOW") describing the scope, deliverables, format, allowances, timelines, acceptance standards and fees. An SOW forms part of these Terms once signed or otherwise accepted in writing (including by email). If an SOW conflicts with these Terms, the SOW prevails for that engagement.

Engagements are formed in sequence: an initial enquiry; an introductory call to assess fit; scoping of the engagement; construction of the SOW describing scope, deliverables, format and fees; execution of the SOW; payment in full; and only then commencement of work. No engagement commences before an SOW is executed and the first payment under it has been received.

4. Deliverables, acceptance and rectification

• Every service is delivered as one or more defined artifacts — documents, visual models, spreadsheets and registers, recorded video, built systems, template packs, or facilitated sessions with documented outputs.
• Each deliverable has a stated acceptance standard. Your nominated decision-maker accepts deliverables in writing; acceptance is not to be unreasonably withheld or delayed. If you do not notify us of a deficiency within 10 business days of delivery (or the period stated in the SOW), the deliverable is taken to be accepted.
• 30-day rectification: defects in a deliverable identified within 30 days of acceptance will be rectified at our cost.
• Where an SOW sets output targets for operations services, targets are derived from your own historical baselines as documented in the SOW. The remedies for any shortfall are as stated in the SOW, and may include make-good delivery, credits, or at-risk fee structures under which no fee is payable for results not achieved. Third-party costs and disbursements remain payable as stated in the SOW.

5. Fees, invoicing and payment

• All fees are fixed fees — per deliverable, per unit, per session or event, or per period against defined outputs, as stated in the SOW. Fees attach to deliverables and outcomes rather than to time spent.
• Unless the SOW says otherwise, fees are stated in Australian dollars (AUD). Fees may be quoted and invoiced in other currencies (for example USD, SGD, GBP or EUR) where agreed in the SOW. You are responsible for any currency-conversion or international-transaction charges levied by your bank or card issuer.
• Unless the SOW expressly provides otherwise, invoices are issued on execution of the SOW — or, for services billed per period, at the start of each period — and are payable in full before the relevant work commences. Work, including preparation, commences only once payment has been received in full. Where an SOW provides a payment schedule (for example, instalments or milestones), each amount remains payable before the work it relates to commences, and the first payment is always due before any work begins.
• Payments are processed by reputable third-party payment providers. We do not store your full card details.
• Taxes: fees are exclusive of taxes unless stated. Australian GST is added where applicable. Supplies to clients outside Australia are generally GST-free under Australian law; you are responsible for any taxes, duties or withholdings applying in your own jurisdiction, and amounts payable to us are to be paid without set-off or deduction except as required by law.
• If an invoice is overdue, we may suspend work and delivery until payment is made. Payment plans, where offered, remain payable in full per their schedule, subject to your rights under law and our Refund Policy.

6. Your responsibilities

• Provide timely access to the information, data, people and systems reasonably required to deliver the engagement, and ensure anything you provide does not infringe third-party rights.
• Nominate a decision-maker with authority to accept deliverables and make engagement decisions.
• Maintain your own platform accounts, ad accounts, subscriptions, billing and budgets. These always remain yours; where you grant us access, you are responsible for the permissions you grant, and we will use that access only to deliver the engagement.
• Comply with the laws that apply to your business, including in how you use our deliverables (for example, marketing, privacy, consumer and employment laws in your jurisdiction).

7. International clients

We serve clients in Australia, Singapore and across Asia, the United States, the United Kingdom, Europe and elsewhere. Services are delivered remotely from Australia unless the SOW says otherwise. Business hours, response windows and session scheduling are agreed per engagement with reasonable accommodation of time zones. These Terms are drafted and delivered in English. Nothing in these Terms excludes or limits any consumer or statutory right you hold under the mandatory laws of your own jurisdiction to the extent those laws apply and cannot be contracted out of.

8. Intellectual property

• Our IP: all frameworks, methods, models, templates, training materials and know-how that we own or develop independently of your confidential information — including the Scale Theorem method and toolkit assets — remain our property.
• Your licence: on payment in full, you receive a non-exclusive, non-transferable, perpetual licence to use the deliverables and any embedded Scale Theorem IP for the internal purposes of your business. You may not resell, sublicense, publish or distribute our materials, or use them to build competing products or services, without our written permission.
• Your IP: your pre-existing materials, data and confidential information remain yours. Deliverables produced specifically for you (excluding our underlying frameworks and templates) are yours on payment in full.
• Toolkit licences (DIY): toolkit licences are per business entity unless the SOW states otherwise, and may not be shared outside the licensed entity.

9. Confidentiality

Each party must keep the other's confidential information confidential, use it only for the engagement, and disclose it only to personnel and advisers who need it and are bound by confidentiality obligations, or where disclosure is required by law. We may record delivery sessions to produce the documented outputs that form part of the deliverables; recordings are handled in accordance with our Privacy Policy. Neither party will publicly name the other without consent, except that we may identify you as a client in general terms where the SOW permits it.

10. Advice, decisions and no guarantee of results

• Our services are management consulting: analysis, strategy, facilitation, systems and advice. They are not financial product advice, legal advice, tax advice, accounting advice or investment advice, and nothing we deliver should be relied on as such. Obtain advice from licensed professionals for those matters.
• All analysis, recommendations and options papers are inputs to your determination. Decisions — including platforms, pricing, offers, suppliers, contracts, hiring and spending — always rest with you.
• Business results depend on your market, offer, execution and many factors outside our control. We do not guarantee any particular revenue, profit, growth, valuation or other commercial outcome. Results referenced on this website are specific to the businesses involved and are not a promise of your results.
• We act as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship, and we have no authority to bind you. We do not provide staffing, secondment or fractional-executive services.

11. Subcontracting and tooling

We supply our own equipment, software and tooling, and may engage subcontractors at our own cost to assist with delivery, provided we remain responsible for the deliverables and for our subcontractors' compliance with these Terms.

12. Consumer rights

Our services come with guarantees that cannot be excluded under the Australian Consumer Law ("ACL") where the ACL applies — including that services will be provided with due care and skill, be fit for any disclosed purpose, and be supplied within a reasonable time. Nothing in these Terms excludes, restricts or modifies any right or remedy you have under the ACL or any other law that cannot lawfully be excluded. If you acquire our services as a consumer under the mandatory consumer-protection laws of another jurisdiction (for example the United Kingdom or a member state of the European Union), those non-excludable rights are likewise unaffected. Our Refund Policy explains how refunds and remedies work in practice.

13. Liability

• To the extent permitted by law, our total aggregate liability arising out of or in connection with an engagement is limited to the amount you paid us under the relevant SOW in the 12 months before the event giving rise to the claim; and for services whose liability cannot be so limited, our liability is limited (at our election) to re-supplying the services or paying the cost of having them re-supplied.
• To the extent permitted by law, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, or loss of data, however arising.
• Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud, or your non-excludable statutory rights.
• You remain responsible for your business decisions and their outcomes, including decisions informed by our deliverables.

14. Termination

• Either party may terminate an SOW by written notice if the other commits a material breach and fails to remedy it within 14 days of notice.
• You may otherwise terminate an SOW on 14 days' written notice. On termination, you pay for all deliverables accepted, all work completed on deliverables in progress, and any non-recoverable commitments reasonably incurred; prepaid fees for work not yet commenced are refunded in accordance with our Refund Policy.
• Clauses that by their nature survive termination (including intellectual property, confidentiality, liability and payment obligations) survive.

15. Website use

• Website content is general information only and may change without notice. It is not advice and does not create a client relationship.
• You must not misuse this website, attempt unauthorised access, scrape or republish content, or use our materials to build competing offerings.
• Links to third-party sites are provided for convenience; we are not responsible for their content.

16. Force majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, provided it notifies the other and uses reasonable efforts to resume performance.

17. Disputes and governing law

If a dispute arises, the parties will first attempt in good faith to resolve it by negotiation between senior representatives within 21 days of written notice of the dispute. These Terms are governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia. This clause does not prevent you from relying on mandatory consumer-protection laws, or bringing proceedings in the courts, of your own country where you have a non-excludable right to do so.

18. General

If any provision of these Terms is unenforceable, it is severed and the remainder continues. Neither party may assign an SOW without the other's consent (not to be unreasonably withheld). These Terms together with the applicable SOW are the entire agreement for the engagement. We may update these Terms from time to time; the version published on this page applies to website use, and the version current at the date of an SOW applies to that engagement.

19. Contact and business details

Scale Theorem Pty Ltd
ABN 22 701 342 350 · ACN 701 342 350
Director: Thomas Robinson Lie
Registered office: Unit 2, 13 Landmann Street, Warrnambool VIC 3280, Australia
Service delivery: online, worldwide; on-site facilitation by arrangement
Email: tommy@scaletheorem.com · Phone: +61 400 067 394