Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you”, “your”, “Client”) and William Gaule, trading as Marlwood Consulting, of Brisbane, Queensland, Australia (“Marlwood”, “we”, “us”, “our”). Marlwood Consulting is an unincorporated consulting practice. It is not, unless a later notice states otherwise, a company registered under the Corporations Act 2001 (Cth).

Labour hire is a separate business with the same shareholders. These Terms do not appoint that business, do not supply a worker, and do not make a host agreement. A consulting Mandate is not a supply of labour.

These Terms govern: (a) access to and use of our websites, applications, agents, booking tools and application programming interfaces (together, the “Platform”); (b) discovery conversations; (c) consulting and professional services; (d) subscriptions and seats for software products we operate or hand off to; and (e) invoices, collections and tax records issued through Marlwood Billing.

The Platform currently includes https://marlwoodconsulting.com and any successor domain, together with related product properties including Property Intelligence, Capital Intelligence and Construction (each a “Product”).

A contract is formed when the earliest of the following occurs: you browse the Platform beyond a purely informational landing page; you submit an enquiry; you request or attend a discovery; you create an account; you click to accept these Terms; or you pay, or authorise payment of, an invoice.

If you use the Platform on behalf of a company, trust, partnership or other entity, you warrant that you have authority to bind that entity, and “you” includes that entity. If you do not have that authority, you enter these Terms in your personal capacity and indemnify us for any loss arising from the absence of authority.

These Terms, together with the Privacy Policy, the Billing & Refund Policy, any written mandate we confirm by email, and any tax invoice we issue (together, the “Contract Documents”), comprise the entire agreement between you and us in respect of their subject matter and supersede all prior discussions, proposals and representations, whether oral or written.

If there is an inconsistency, the following order of precedence applies (highest first): (1) a written mandate we have confirmed, limited to its scope, fees and timetable; (2) the Billing & Refund Policy, limited to money, GST, collection and refunds; (3) these Terms; (4) the Privacy Policy; (5) marketing copy on the Platform. Marketing copy is not a warranty.

Nothing in the Contract Documents is a financial services guide, a statement of advice, a product disclosure statement, a credit guide, a credit contract, a valuation, a town-planning certificate, a quantity-surveyor certificate, or tax advice. We are not a credit licensee under the National Consumer Credit Protection Act 2009 (Cth).

In the Contract Documents, unless the context requires otherwise:

1. “ACL” means Schedule 2 to the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law) and equivalent State and Territory fair trading legislation.
2. “AFSL” means an Australian Financial Services Licence issued under the Corporations Act 2001 (Cth).
3. “Agent” means any in-house software agent, model, parser, retriever or origination system we operate (including Scout and any house agent), and expressly excludes third-party consumer chat products.
4. “Business Day” means a day other than a Saturday, Sunday or public holiday in Brisbane, Queensland.
5. “Confidential Information” means all non-public information relating to a party’s business, finances, clients, methods, working papers, credentials, or the existence or terms of a mandate, other than information that is public (other than by breach) or independently developed without use of the other party’s information.
6. “Discovery” means a first conversation, whether in person, by video or by telephone, to determine whether we will accept a mandate.
7. “Financial Product” has the meaning in Chapter 7 of the Corporations Act 2001 (Cth).
8. “Financial Product Advice” has the meaning in section 766B of the Corporations Act 2001 (Cth), including both personal advice and general advice.
9. “GST” has the meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
10. “Mandate” means a consulting engagement we have accepted in writing (email sufficient), stating scope, fee and what is out of scope.
11. “Seat” means a subscription entitlement to one or more Products for a billing period.
12. “Working Papers” means feasibility models, contribution calculations, residual analyses, IC notes, structure diagrams, websites, agents and other deliverables we produce.
13. “Labour Hire Business” means the separate labour hire business owned by the same shareholders. It is not Marlwood Consulting. It is not a party to these Terms unless a written host agreement says so.

Headings are for convenience only. “Including” means “including without limitation”. A reference to legislation includes amendments, re-enactments and successor instruments. Singular includes plural and vice versa. A reference to “dollars” or “$” is to Australian currency unless stated otherwise. If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

This clause is fundamental. It is repeated so there can be no misunderstanding as to the nature of our services.

If any provision of this clause 4 is held to be unenforceable, the remaining provisions continue, and the parties intend that the widest lawful disclaimer of Financial Product Advice will apply.

The Platform and our services are offered only to persons aged 18 years or over who are capable of forming a binding contract and who use them in a business or professional capacity. We do not offer consumer credit. We do not offer services to persons located in a jurisdiction where the offer would be unlawful.

We do not accept every brief. We work with operators who already carry on a real business, and with persons seeking property acquisition, only where we reasonably consider we can assist and only where character, project, scale, realism and timeline are a fit. We may refuse, postpone or terminate a Discovery, Mandate or Seat without giving reasons, including where the work is outside our competence, the facts are incomplete, a conflict exists, the enquiry is too small, the expectations are not realistic, or the relationship is not a fit.

Requesting a time, receiving a calendar invitation, or attending a Discovery does not create a Mandate, a retainer, a fiduciary relationship, a partnership, an agency, or an employment relationship.

A Discovery is a screening conversation. Unless a fee is agreed in writing before the appointed time, a Discovery is complimentary. Complimentary does not mean without legal effect: clauses 4, 13, 14, 16 and 17 apply to Discovery.

You must provide a brief that is accurate, complete and not misleading as to the business, the problem, the people, and any transaction that is on foot. If you withhold a material fact, we may end the conversation and decline any later Mandate.

A held time is not a Mandate. We may confirm, reschedule, or decline. If we decline, we will say so. A decline is not a representation about your business.

Calendar integrations (including ICS feeds, Appointment schedules and busy-time reads) exist only to administer the house book. They do not create any obligation to accept work.

Paid consulting (including feasibility, structure, management assistance, sales process advice of a commercial character, property acquisition, AI integration, and website building) commences only when we confirm a Mandate in writing. Email is sufficient. The Mandate will state scope, fee (fixed, capped, time-based, or buyer’s fee) or, where we participate as a co-principal, the terms of that participation, what is out of scope, and any deposit.

Unless the Mandate says otherwise: (a) we act as an independent contractor; (b) we may use contractors under confidentiality obligations no less protective than these Terms; (c) we do not supervise your staff; (d) you remain responsible for implementation, counterparties, and filings; (e) Working Papers are delivered in the form we ordinarily use (PDF, spreadsheet, site, or repository) without source-file transfer of our internal tools.

A Seat is a non-exclusive, non-transferable, revocable licence to access the Product(s) named on the invoice, for the billing period paid, subject to these Terms and the Billing & Refund Policy.

You must keep credentials confidential, use a password of appropriate quality, and tell us promptly if you suspect unauthorised access. You are responsible for all activity on the account except activity we cause.

The house console (income, members, performance, API keys, calendar administration) is available only to the principal. No other account has any right of access. Attempting to obtain that access is a material breach.

Some Products are described as coming soon. Descriptions of unreleased Products are indicative. We may change features before launch. Paying or reserving a Seat does not make an unreleased Product live. The Billing & Refund Policy states what happens to money collected for an unreleased Product.

Handoff of a Planning or Construction entitlement to a Product site we operate occurs only after collection has cleared. We do not create those accounts on speculation. Those Product sites may have additional acceptable-use rules; the stricter rule applies.

Agents originate, retrieve, parse, underwrite and draft. They can be wrong. They omit. They invent plausible detail. You must independently verify every material fact before you rely on Agent output, including the existence of a business, that it is for sale, that vendor finance is available, ownership, financials, and any legal constraint.

Market tape and origination lists may include businesses that appear to be for sale or open to a conversation. Listings expire. Indications of sale are not warranties. We are not the listing agent. We do not introduce you as a licensed broker unless a Mandate and a required licence both exist.

You must not use Agent output to harass owners, to misrepresent that you act for Marlwood, or to circumvent a listing agent’s lawful process.

A Seat is a limited licence to use the software we make available, solely for your internal business purposes, for the paid period, and strictly in accordance with the Contract Documents. All rights not expressly granted are reserved. You acquire no ownership in the Platform, Products, Agents, rate libraries, prompts, models, or source code.

You retain ownership of material you supply (briefs, drawings, financials, photographs, logos). You grant us a non-exclusive licence to use that material solely to perform the Contract Documents, including handoff to a Product after collection clears.

You warrant that: (a) your material does not infringe any third-party right; (b) financial and factual statements you give us are, to your knowledge, true and not misleading; (c) you have obtained any consent required from individuals whose personal information you supply; (d) you will not instruct us to assist an unlawful transaction.

We (or our licensors) own all intellectual property in the Platform, Products, Agents, rate libraries, templates, methods, the Marlwood name, shield, Cinzel lockups, and our Working Papers as works, excluding your material.

Subject to payment of amounts properly due, we grant you a perpetual, non-exclusive, non-transferable licence to use Working Papers we deliver under a paid Mandate for your internal business purposes on that Mandate. You may not commercialise our templates, methods, or Agents, or represent our Working Papers as a certified valuation, QS report, or financial product disclosure.

Feedback you give us may be used by us without restriction or obligation to you.

If we reasonably believe the Platform infringes a third-party right, we may modify, replace, or discontinue the affected part. That is your exclusive remedy against us for such infringement, except for rights that cannot be excluded under the ACL.

Each party must keep the other’s Confidential Information confidential and use it only to perform the Contract Documents, except where disclosure is required by law, a stock exchange, or a professional adviser bound by confidentiality, or the information is independently developed or is public other than by breach.

We will not disclose your brief to another client. You will not disclose our methods, unreleased Product detail, or pricing that is not on the public Platform.

Obligations in this clause continue for three years after the end of a Mandate or Seat, and indefinitely for trade secrets and credentials.

Each party must comply with the Privacy Act 1988 (Cth) to the extent it applies. Our collection, use and disclosure of personal information is described in the Privacy Policy, which forms part of these Terms. If you provide personal information of your staff, counterparties or owners, you warrant you are entitled to do so.

Electronic communications (including invoices, booking confirmations, security notices and, where you have consented, practice updates) may be sent to the email you give us. Service messages are not marketing. Commercial electronic messages we send will identify us and include a functional unsubscribe, in accordance with the Spam Act 2003 (Cth). You may withdraw marketing consent at any time. Withdrawal does not affect service messages we must send to operate a Seat or Mandate.

A contract may be formed, and these Terms accepted, electronically, including by a click-wrap tick, a checked box, or payment, in accordance with the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions (Queensland) Act 2001.

Fees, GST, collection rails, failed payments, coming-soon holds, cancellation and refunds are governed by the Billing & Refund Policy. You must pay amounts properly invoiced. We may suspend services, Seats and handoff while an amount is overdue.

Unless a Mandate states otherwise, our fees are exclusive of GST, disbursements, third-party software, domain charges, and travel outside Brisbane.

Nothing in the Contract Documents excludes, restricts or modifies any right or remedy, or any guarantee, you have under the ACL or any other law if that exclusion, restriction or modification would be void or unenforceable.

If you are a “consumer” or a “small business” to whom the ACL consumer guarantees apply in respect of our services, then those guarantees apply. Where we are permitted to limit our liability for a failure to comply with a guarantee that is not a major failure, our liability is limited to, at our option, the resupply of the services or the payment of the cost of resupply.

You agree that you acquire Seats and consulting for the purpose of a business, and that it is fair and reasonable to limit our liability as set out in clause 17 to the extent the ACL allows.

The Contract Documents are standard form. If a term would be unfair under Part 2-3 of the ACL (including as it applies to small businesses), that term is to be read down or severed to the extent required so that it is not unfair, and the rest of the Contract Documents continue.

To the maximum extent permitted by law, and subject always to clause 16:

1. the Platform, Agents, Products, Discovery and Working Papers are provided on an “as is” and “as available” basis;
2. we do not warrant that the Platform will be uninterrupted, secure, or free of errors or harmful code;
3. we do not warrant that any origination, tape, feasibility, residual, contribution, rate, overlay, or measured bill is complete, current, or suitable for a particular transaction;
4. we do not warrant any particular commercial outcome, headcount reduction, approval, sale, or return;
5. third-party sites, listings, maps, rate sources and payment rails are outside our control.

To the maximum extent permitted by law, and subject always to clause 16:

1. we are not liable for any loss of profit, revenue, opportunity, data, goodwill, anticipated savings, or any indirect, incidental, special or consequential loss, whether in contract, tort (including negligence), statute or otherwise;
2. we are not liable for loss arising from your reliance on Financial Product Advice you were required by clause 4 to obtain from a licensed adviser and did not obtain;
3. we are not liable for loss arising from facts you withheld, delayed, or misstated;
4. our aggregate liability arising out of or in connection with a Seat in any calendar month is limited to the GST-exclusive fees you actually paid us for that Seat in that month;
5. our aggregate liability arising out of or in connection with a Mandate is limited to the GST-exclusive fees you actually paid us under that Mandate in the three months before the event giving rise to the claim;
6. our aggregate liability arising out of a complimentary Discovery is nil, other than for fraud, wilful misconduct, or liability that cannot be limited.

The limitations in this clause apply even if a remedy fails of its essential purpose, except where the ACL provides otherwise.

You indemnify us, and keep us indemnified, against all loss, damage, liability, cost and expense (including reasonable legal costs on a solicitor-and-own-client basis) arising out of or in connection with: (a) your breach of the Contract Documents; (b) your material; (c) your use of Working Papers or Agent output other than as permitted; (d) any claim that our use of your material in accordance with these Terms infringes a third-party right; (e) any claim by a third party that you provided Financial Product Advice, or that we did so because of the way you presented our work; and (f) your misuse of a Product account created after handoff.

We will take reasonable steps to mitigate. The indemnity is reduced to the extent our fraud or wilful misconduct caused the loss.

We may suspend or terminate access to the Platform, a Seat, or a Mandate immediately if you materially breach the Contract Documents (including clause 10 — misuse of software), fail to pay an amount that is due, become insolvent, or if continuation would, in our reasonable opinion, be unlawful or damage the practice. Termination for misuse does not entitle you to a refund except where the ACL requires one.

You may cancel a Seat in accordance with the Billing & Refund Policy. You may end a Mandate by written notice; amounts for work already performed, and non-cancellable disbursements, remain payable.

On termination: your licence to the Platform ends; licences of Working Papers already paid for survive as in clause 12; clauses 4, 11–14, 16–19, 21 and 23–26 survive; we may retain records as required by law and the Privacy Policy.

Neither party is liable for delay or failure to perform (other than an obligation to pay money) caused by an event beyond its reasonable control, including failure of a hosting provider, payment rail, utility, government action, epidemic, or natural disaster, provided it notifies the other and mitigates. If the event continues for more than 30 days, either party may terminate the affected Mandate or Seat without liability other than amounts already due.

We may amend these Terms by publishing a new version on https://marlwoodconsulting.com/legal/terms and updating the effective date. For a paid Seat, we will give at least 14 days’ notice to the email on the account before a change that is materially adverse to you takes effect, and you may cancel the Seat before that date in accordance with the Billing & Refund Policy. Continued use after the effective date is acceptance. If you do not agree, you must stop using the Platform and cancel.

You consent to receive notices electronically. Notices to you may be sent to the email on your account or enquiry. Notices to us must be sent to williamc@cmlpropertygroup.com.au with a copy retained. A notice is taken to be received on the Business Day after it is sent, unless a delivery-failure message is received. You must keep your email current.

1. Assignment. You may not assign or novate the Contract Documents without our prior written consent (not to be unreasonably withheld for a genuine sale of your business). We may assign to a successor of the practice.
2. No waiver. A failure or delay in enforcing a right is not a waiver. A waiver must be in writing.
3. Severability. If a provision is invalid or unenforceable, it is to be read down or severed so that the remaining provisions continue.
4. Relationship. Nothing in the Contract Documents creates a partnership, joint venture, fiduciary relationship, or relationship of employer and employee. You have no authority to bind us.
5. Third-party rights. A person who is not a party has no right to enforce the Contract Documents.
6. Further assurance. Each party must do all things reasonably necessary to give effect to the Contract Documents.
7. Counterparts. Email acceptance and click-wrap acceptance are effective.

The Contract Documents are governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland and the Commonwealth of Australia sitting in Queensland.

Before commencing proceedings (other than for urgent injunctive relief or a debt that is not genuinely disputed), a party must give the other 14 days’ written notice of the dispute and the parties must attempt to resolve it in good faith. Nothing in this clause prevents a party from exercising a statutory right, including under the ACL, or from complaining to a regulator.

Legal notices: William Gaule, Marlwood Consulting, Brisbane, Queensland, Australia. Email: williamc@cmlpropertygroup.com.au.

These Terms are effective from the date stated at the head of this document.