LEGAL
We last updated this document on 14 September 2026
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".
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.
When we talk about "settld", "we", "our" or "us", we mean SETTLD PTY LTD; and when we talk about "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.
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.
You can accept these General Terms by signing a Quote, or by showing us by words or actions that you accept these General Terms (for example, asking us to provide Services or paying for Services). You must comply with these General Terms and ensure your Users do too.
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. Our General Terms are binding until you no longer have active Services with us.
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".
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. The Quote also explains what a party can do if it doesn't want a Service to renew. We'll reach out at least 60 days before your Service is due to renew to remind you.
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.
You must pay for the relevant Service during each Renewal Term. If the Fees change during a Renewal Term, the Quote will explain this.
The "Services" include our SaaS services, being the settlement management software-as-a-service product and related services described in the Quote.
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.
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.
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.
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.
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. We'll also provide any extra or tailored support services described in the Quote.
You're responsible for deciding who your Users are and inviting them to register for use, including determining their level of access (for example, if they are an administrator); your (and your Users') use of the Services, including making sure you both follow these General Terms; and anything that happens in your account, whether it's by you, your Users, or someone else who gets access because you didn't follow these General Terms.
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. We will also determine if we need to update your Quote or provide a new one.
You must also:
You must not (and must not allow your Users to):
We may update or modify the Services (including any features, functionalities, or inclusions in a Tier). Unless we can't for legal reasons, we'll give you at least 10 Business Days' prior written notice if the update or modification is likely to interrupt your access to the Services during normal business hours on a Business Day, or significantly and detrimentally impact your use or benefit of the Services. This only applies to updates or modifications that degrade the Services, and won't include updates that improve, fix, upgrade, or maintain the Service.
Some of our Services use artificial intelligence (AI), such as generative models powered by large language models, to process and respond to Your Data, including to provide reports. We'll discuss any data security requirements your organisation might have for the Services, including any AI, at the Quote stage.
If we notify you of an update or modification that is likely to significantly and detrimentally impact your use or benefit of the Services, and it does in fact do so, you can terminate the affected Quote or Service if we can't find a workaround to address the impact. You must tell us within 10 Business Days of our notice. Your termination can only take effect when the changes that cause the impact are due to come into effect.
Third party suppliers — parts of our Services are provided, hosted, and/or facilitated by third parties, for example cloud infrastructure that we host our Services on. We are responsible for our relationship with these third parties.
Third party integrations — in some cases, some of our Services or features accessible by you may include third-party services, such as payment processors like Stripe or e-signature providers like DocuSign. Some of these providers may require you or your Users to accept separate terms, conditions or licence agreements before you can access their services.
You must pay our Fees under the Quote or as otherwise agreed in writing. You must pay each invoice in accordance with the Payment Terms in the Quote.
We'll send our tax invoices to you at the email address in the Quote or as you otherwise direct.
You must pay us via credit card, electronic funds transfer or any other payment method we tell you we accept. We may charge a surcharge if you pay via a credit, debit or charge card (including Visa, MasterCard or American Express).
If your payment method is via credit card, and we are responsible for directly charging it, you must make sure your card details, billing info, and available funds are always up to date. We're not responsible for any charges you incur because of incorrect information, and if we incur costs, we may ask you to repay us. If a payment fails, you agree we can retry up to four times over four weeks. If it still fails, we may ask for payment another way or recover the amount (including debt collection costs).
Amounts in a Quote don't include GST or other value-added taxes, unless we tell you otherwise. You must pay the GST or equivalent value-added tax if we give you a tax invoice. If a party has the right to be reimbursed or covered by another party for a cost or expense related to our Services, the payment will be reduced by any input tax credit that the other party or its representative member may claim.
If you dispute anything in our invoice, you must pay the portion that you don't dispute by the invoice due date and tell us about the reasons for the dispute straight away. The parties must promptly try to resolve the dispute in good faith.
We may charge interest on unpaid amounts after 30 days of sending you our tax invoice. We'll include the interest rate on our tax invoices. If we agree, or a third party decides, that some or all of the amount withheld should have been paid, we can charge interest as though it was unpaid under this clause. The interest rate will be the target cash rate set by the Reserve Bank of Australia plus 2%.
You must cover any costs we incur in trying to recover any unpaid debts from you.
Each party must protect the other's Confidential Information from unauthorised use, access or disclosure. At a minimum, the parties must use reasonable care and protect the other's Confidential Information as though it were its own.
Unless these General Terms say something else, each party may only use the other's Confidential Information to exercise its rights and perform its obligations under these General Terms and each Quote.
Each party can only disclose each other's Confidential Information: to its Personnel, legitimate financiers and prospective investors or acquirers who have a need to know such Confidential Information and who are bound by strict confidentiality; as needed to comply with an order or subpoena of any governmental or administrative agency or court of competent jurisdiction, or any applicable law or regulation, including the requirements of an applicable securities exchange; or if the other party consents.
When you accept the General Terms, the confidentiality obligations under these General Terms replace and terminate any non-disclosure agreement we've signed with you.
Each party must comply with applicable Privacy Laws, and tell the other party straight away if they know about any breach of Privacy Laws relating to Personal Information covered by these General Terms.
Our Privacy Policy governs how we collect, use and store Personal Information. In the context of this agreement, we collect Personal Information to provide the Services. This information may be collected through the Services. It may also come from you, your Users, third-party searches, investigations, or even other parties involved in your Project.
You consent to us using, collecting, storing and disclosing your Personal Information for the purposes of this agreement and as set out in our Privacy Policy. You also confirm you have obtained the same consent from every person whose Personal Information you, your Users, or other parties involved in your Project give us, including by uploading it into the Services.
You agree that we may use cloud-based services to store and manage Your Data, including your Personal Information and Confidential Information, and send and receive documents electronically — though these transmissions aren't secure and could be accessed or interfered with by third parties. We aren't responsible for any claims related to unauthorised access, delays, non-delivery, or damage to your system.
Without limiting the clause above, we take security seriously. We will use reasonable technical and organisational measures, such as vulnerability testing and firewalls, designed to protect the security and integrity of our Services, and take reasonable steps to ensure our cloud-based service providers keep Your Data that they're storing secure.
You own Your Data and you're responsible for controlling it. These General Terms don't change that.
By using the Services you agree that any decisions, reports, results or information generated through or provided by the Services (we call this "Output") depend on the integrity, accuracy and quality of Your Data. We don't guarantee that any Output will be accurate, complete or reliable, and you should independently verify the Output. You use any Output at your own risk and you're responsible for any actions or decisions you or somebody else take or make based on the Output. You should not, and should not let anyone else, rely on the Output as your only source of truth or as a replacement for professional advice.
To the fullest extent permitted by law, we are not responsible for the accuracy, completeness, suitability or use of any Output, and are not liable for any loss or damage you suffer from using or relying on it. You also agree to cover us for any loss, damage or third-party claims because of any of the above.
We can compile, collect, copy, analyse, modify, publish and use Your Data during this Agreement and after it expires or terminates — to provide you with the Services (which may involve sharing it with trusted third-party providers bound by confidentiality obligations), and to help us benchmark, improve and better understand our Services, product usage, and customer needs. For these purposes we won't publish or share any of your Confidential Information or information that identifies you or your Users.
We can also use anonymous or aggregate data and metadata generated from or based on Your Data or your or your Users' use of the Services for analytical, benchmarking, and other commercial or business purposes, and may share this type of data with others in anonymous form.
While our cloud service providers regularly undertake backups that will include backups of Your Data hosted on their services, you are solely responsible for backing up Your Data.
If we have a good reason to believe that Your Data materially breaches these terms, we can remove it from our Services. We'll try to let you know before we remove it, but if that's not possible, we'll let you know as soon as we can afterward. You can delete Your Data as you wish, using the tools in our Services — this is your responsibility. When this agreement ends, you'll have 90 days to export Your Data from your account. After that, you will no longer have access to it in your account, and we may delete or archive it at our sole discretion.
We own or have licences to all rights (including Intellectual Property Rights), title and interests in the Services. Unless we tell you otherwise, nothing in these General Terms or any Quote gives you any rights, title or interest in the Services, the Documentation, or any other material we supply to you.
If your Tier includes white labelling, we will deliver the Services using your branding, as reasonably specified by you, which may include applying your name, logo, and colours to the Services, materials, and communications provided to your Users. You are responsible for providing all necessary brand assets and instructions in a timely manner. White labelling does not transfer ownership of the Services, platform, or any underlying Intellectual Property Rights to you — we retain ownership and these rights, even when branded with your identity. You must not represent that you own, developed, or host the Services, or remove any attribution that we reasonably require.
You agree that we can use, modify and display your trademarks, brand and get-up solely as necessary or appropriate to deliver our Services (we'll call these your "Marks"). We can also use your company name and logo on our Websites and for marketing purposes, as long as it is the logo you have given us. You can't charge us for these rights or revoke them during the Initial Term or any Renewal Term.
We can only use your Marks in a way that maintains their integrity and reputation. Our rights under clause 9.3 don't transfer ownership of your Marks, which remain your property, and stop automatically if we're no longer providing Services which depend on this right.
We may ask you to provide feedback, suggestions, and ideas about the Services. Feedback is voluntary, and we can use it without paying you. You also assign us all rights (including Intellectual Property Rights), title and interest in the feedback. To the extent you have any moral rights in such feedback, you agree, and will ensure your Users agree, to anything we do (or don't do) that might infringe such moral rights.
To keep our prices fair, unless a Quote says differently, we own all rights (including Intellectual Property Rights), title and interests in any material or documents created by us and related in any way to the Services. You can use them during the Initial Term and any Renewal Term. If we stop providing the Service to you, you must stop using those materials and documents — we may be able to offer a separate licence to you on reasonable commercial terms. We can also use these documents and materials to advise other customers, so long as we comply with clause 6.
Each party promises to each other that it is authorised to enter into each Quote and these General Terms; has all necessary licences, consents and authorisations to enter into and perform its obligations under each Quote and these General Terms; and hasn't relied on any promises made by the other party that aren't set out in a Quote or these General Terms. Each party relies on this promise to enter this contractual relationship.
The Services are provided "as-is" and "as-available", with no warranties (express or implied). We don't guarantee that the features, information, reports, data (whether raw or processed, and whether from us or others), or analysis in the Services will be complete or accurate, or that the Services will always be available, meet your needs or expectations, or be suitable for your specific purposes.
Sometimes the Services may be unavailable due to maintenance, updates, emergencies or other Uncontrollable Events. If we know in advance that maintenance or updates will make the Services unavailable, we'll try to let you know beforehand. If that's not possible, we'll let you know as soon as we can after.
To the fullest extent allowed by law, all express or implied representations and warranties (whether relating to fitness for purpose, performance, outcomes, or otherwise) not clearly stated in a Quote or these General Terms are excluded. Nothing in a Quote or these General Terms affects your rights under the Australian Consumer Law.
No party will be liable to another party for any Consequential Loss suffered by that party.
So that we can make our services affordable, our liability related to each Quote and these General Terms is limited. This limitation applies to all liabilities, including liability for breach of contract, in tort or equity, other than liabilities which we can't limit or exclude under applicable law. The most you can recover from us for any loss or damage is an amount equal to the Fees that we receive from you under the relevant Quote in the 12 months leading up to the event or circumstance that caused the loss or damage.
Some things are outside our control. Unless the law says otherwise, we're not responsible for any losses you, your Users, or anyone else might experience in connection with the Services, including losses caused by or in relation to: the Services being unavailable due to maintenance, updates, emergencies or other Uncontrollable Events; being unable to send or receive data; not working as expected (for example, because of defects, errors or bugs); or containing inaccurate, incorrect or incomplete content; you or any other person trusting or acting on any information provided through the Services; the outcome of any property settlement process managed through the Services, including delays, errors or failed settlements caused by User behaviour, incorrect or missing information, valid termination of this Agreement, or factors outside our control; incorrect data entry by you or your Users; loss or corruption of Your Data; unauthorised access to or use of the Services; or viruses, malware or other harmful elements passed through the Services. This clause applies unless we've engaged in intentional wrongdoing or fraud.
You're responsible for how you use the Services (and any related technology, service, or software), including use by your Users and any other third party you've given access to.
Any limitations, caps or exclusions on a party's liability set out in these General Terms don't apply to claims under or in respect of the party's obligations under clause 11.7, confidentiality obligations either under these General Terms or at law, or obligations that cannot be limited or excluded under applicable law, or claims related to that party's intentional wrongdoing or fraud.
If either party is found liable to the other (whether in contract, tort or otherwise), and the claiming party or a third party has contributed to the loss or damage, the liable party will only be liable to the proportional extent of its contribution.
Subject to clause 11.8, each party agrees to protect, defend and compensate the other party and its Personnel from any damages, claims (including third-party claims), demands, lawsuits, actions, judgments, and liabilities, including the costs of defending or settling them, alleged to arise from fraud or intentional wrongdoing by a party or its Personnel, and any actual or alleged violation of any law or a third party's Intellectual Property Rights by that party or its Personnel. This also covers claims we make due to you or your Users' improper use of the Services.
A party only needs to comply with clause 11.7 if the party seeking protection notifies the other party about the claim as soon as they are aware of it, gives the other party complete control over the defence and settlement of the claim, and provides necessary information and reasonable cooperation to help defend the claim. These obligations are ongoing and separate, and continue even after our Services end or are terminated. A party can enforce its rights under this clause without incurring costs or making payments first. The defending party must not settle the claim unless it fully releases the protected party from all liability and doesn't negatively impact their business or services in a significant way.
We can suspend your (or your Users') access to the Service if we have good reasons to believe that you or your Users have breached any material provision of a Quote or these General Terms; may be violating any laws, regulations, standards, or codes; are using the Services in a way that creates a security risk, could negatively affect our systems, the Services, or other customers' content, could expose us to legal liability, or might be fraudulent or illegal; or have had, or may have had, your account security compromised or it may be at risk.
We'll let you know about the suspension before doing it, if we can. If not, we'll let you know as soon as possible after — unless applicable law, a court order, or legal process stops us, or we believe delaying notice will help prevent immediate harm to the Services or others.
If we suspend your access, you must help us fix the issue that led to the suspension. We'll restore your access once the issue is resolved, but you'll still be responsible for any Fees during the suspension period, and we can terminate any Quote (including specific Services) if we've suspended your access rights for over 10 Business Days.
You can't terminate a Service during the Initial Term or a Renewal Term for convenience.
A party can terminate a Quote and/or a Service on written notice, immediately if the other party materially breaches the relevant Quote or these General Terms and doesn't remedy it within 5 Business Days of a request, or becomes Insolvent; or on 10 Business Days' notice if the other party breaches any material obligation and the terminating party reasonably believes that it can't be remedied.
Termination or expiry won't limit or release a party from liability for obligations incurred on or before termination or expiry. However, on termination or expiry of a Quote or a Service (as applicable): your and your Users' right to use and access the Services ends; all Fees paid are non-refundable; you must pay any outstanding undisputed Fees; and you must export Your Data in accordance with clause 8.5.
Updates and new releases of the Services may be provided to you as they become available. New releases or upgrades may incur additional Fees, which we will agree on with you before giving you access to the new release or upgraded version.
We may change the Fees by telling you. However, we need to give you at least 20 Business Days' notice for an increase. You can terminate the affected Quote or Service if you disagree with the increase, but you must tell us within 10 Business Days. Your termination can only take effect when the Fees are due to increase.
These General Terms can be changed if we agree in writing, or if we tell you about a change. For a change that benefits or advantages you, we'll tell you and it will take effect immediately. For a change that is detrimental to or disadvantages you, we'll give you at least 30 days' notice; if the detriment is significant, you can terminate any affected Quote or Service by giving us at least 10 days' notice, and unless you give us such notice, the change will take effect at the end of the 30 day notice period. The date at the top of these General Terms shows when they were last updated.
If an Uncontrollable Event occurs, the affected party must tell the other party and give an estimate of the effect of the Uncontrollable Event, must do what they reasonably can to work around or reduce the impact of the Uncontrollable Event on their affected obligations, and, as long as they've done the above, is excused from performing their affected obligations for as long as the Uncontrollable Event lasts.
The affected party must continue to perform all unaffected obligations.
Once the Uncontrollable Event ends, the affected party must resume their affected obligations straight away.
If an Uncontrollable Event lasts over 90 consecutive days, either party may terminate the affected Service.
Any communications under these General Terms must be in writing, sent to the party's address set out in the Quote, and sent by prepaid priority letter (air mail if international), courier or email. If a communication is sent by prepaid priority letter or courier, a copy must also be sent via email.
Communications are taken to have been received as follows: a priority letter inside Australia is received 4 Business Days after sending; a priority letter outside Australia is received 7 Business Days after sending; a courier delivery is received at the time indicated by the records of the courier; and an email is received at the earlier of the sender receiving an automated message confirming delivery, or 30 minutes after the time sent (as recorded on the sender's device) unless the sender receives an automated delivery-failure message.
If a dispute arises, the party raising it must send the other party a notice explaining what the dispute is about.
Within 7 days of receiving the notice, the parties must meet or speak to try to resolve it. Each party must be represented by someone with authority to make decisions. These discussions will be confidential and won't affect either party's legal rights.
If the dispute isn't resolved within 30 days (or any longer time agreed in writing), either party can take the matter to court.
While a dispute is ongoing, both parties must keep performing their obligations under the agreement, unless those obligations are part of the dispute.
You agree that we can transfer our rights and obligations with your approval, or on notice to you if the incoming party is one of our related companies and they undertake to be bound by our obligations, or as part of a sale of all or most of our business or assets where the incoming party undertakes to be bound by our obligations.
Together, each Quote and these General Terms are the complete and final agreement between the parties regarding its subject matter. It replaces any prior agreements, understandings, or representations, whether verbal or in writing. Unless we approve it, you can't assign, transfer, novate or otherwise dispose of any of your rights or obligations under a Quote or these General Terms.
If any term (or part of a term) is found invalid, unenforceable, or illegal, it will be removed as much as needed. The rest of the affected Quote and these General Terms will remain valid and enforceable.
The parties agree that not using, or delaying the use of, any right, power, or remedy doesn't stop that party from using it later on, and any waiver of rights must be signed and in writing, and doesn't waive any future breaches.
Clauses 1, 2, 5–11, 13, and 16–19, and any provisions which disclaim, limit or exclude risk or liability or help with interpretation, continue after the relevant Quote or Service terminates or expires, in whole or part.
Each Quote and these General Terms are governed by the laws in force in New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of that place.
In these General Terms, unless the contrary intention appears, defined terms have the meaning given to them in a Quote, throughout these General Terms, and as follows.
Unless the contrary intention appears: terms that aren't defined in the Glossary have the meaning expressed in the relevant Quote; words include the singular and plural; clause headings are inserted for convenience only and have no effect in limiting or extending the language of provisions; dollars or $ means Australian dollars unless set out otherwise; words importing persons include a partnership and a body, whether corporate or otherwise; a company is "related" to another company if it is the parent or subsidiary of that company, is under common control with that company, or these General Terms say the companies are related; a reference to any agreement or document includes amendments, novations, supplements, variations or replacements unless prohibited by these General Terms or the later document; a reference to any legislation or any provisions of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it; a reference to any regulation, code, standard or similar includes any changes to those instruments; and reference to the word "including" or "includes" means including but not limited to.
Questions about these General Terms? Contact us at hello@settld.com.au.
