Iszac Wayne Enterprises Pty Ltd (ABN 11 669 539 459)
Version:
6.0
Effective Date:
29/09/2026
Last Reviewed By:
Iszac Wayne, Founder and Managing Director
Governing Law:
Western Australia, Australia
Changes from v5.0
Clause 1.1 rewritten around the Growth Partner offer: new defined terms Roadmap Session, the Roadmap, and Performance Component; Implementation Services redefined as optional (client may self-implement or engage Pendulum); Ongoing Services redefined as the Growth Partner engagement
Clause 2 restructured into three service categories: the Roadmap Session, optional Implementation Services, and Ongoing Services
Clause 5 (Fees) updated for Roadmap Session invoicing and new Clause 5.7 (Performance Component) added, referencing the Service Agreement rather than publishing a formula
Clause 6.1 updated to state the three-month minimum term and first-month opt-out for Ongoing Services
Clause 7 (Intellectual Property) restructured: new Clause 7.3 (Roadmap Licence) separates the client's right to use the Roadmap document from the existing configured-systems licence (now Clause 7.4), which only applies where Pendulum undertakes Implementation Services
Clause 8 (Offboarding) scoped to apply only where a Platform sub-account exists (i.e. Implementation Services were provided)
Clause 10.3 (no guarantee of outcomes) cross-referenced against the new Performance Component clause, so the two read consistently
1. Definitions and Parties
These Terms of Service ("Terms") govern the provision of services by Iszac Wayne Enterprises Pty Ltd (ABN 11 669 539 459), trading as Pendulum ("we", "us", "our"), to clients ("Client", "you") who engage us.
A signed Service Agreement is required before any Roadmap Session is delivered or any Implementation or Ongoing Services commence. These Terms operate in conjunction with the individual Service Agreement. In the event of conflict, the Service Agreement takes precedence.
1.1 Defined Terms
"Services": the Roadmap Session, any Implementation Services, and any Ongoing Services provided by Pendulum under a Service Agreement.
"Roadmap Session": the paid working session in which Pendulum maps the Client's business end to end (client acquisition, sales, delivery, systems, and unit economics) and identifies the items comprising the Roadmap.
"the Roadmap": the written document produced following a Roadmap Session, setting out Pendulum's findings, the recommended actions, the order in which to address them, and the expected return on investment and cost to implement each item.
"Implementation Services": work undertaken by Pendulum, at the Client's election and as separately scoped in a Service Agreement, to put any part of the Roadmap into effect. Implementation Services are optional; the Client may instead implement the Roadmap themselves or engage a third party to do so.
"Ongoing Services": the recurring Growth Partner engagement under which Pendulum continues to work with the Client following a Roadmap Session, whether that work is delivering Implementation Services, managing systems, or providing ongoing strategic advisory support, as scoped in the Service Agreement.
"Performance Component": an additional fee element that may apply to an Ongoing Services engagement, calculated and payable in accordance with the Service Agreement.
"Service Agreement": the individual scoped agreement executed between Pendulum and the Client.
"Go-Live Date": where Implementation Services are provided, the date on which those services are confirmed complete and handed over to the Client.
"Kickoff Date": the date confirmed in the Service Agreement on which active build work commences, where Implementation Services are provided.
"Platform": any third-party CRM, automation, or communications infrastructure used to deliver Implementation or Ongoing Services, including GoHighLevel and any integrated providers.
"Pendulum IP": all systems, automation frameworks, templates, workflow logic, message sequences, diagnostic and scoring methodologies, structural architecture, and know-how developed or deployed by Pendulum in producing a Roadmap or delivering Implementation or Ongoing Services, whether pre-existing or created in the course of the engagement.
"Confidential Information": any non-public information disclosed by either party in connection with the engagement.
"Export Window": the 14-calendar-day period following termination during which the Client may export their data from a Platform sub-account.
2. Services
Pendulum provides Services across three categories. The specific scope, deliverables, and timeline for each Client are detailed in their individual Service Agreement.
2.1 The Roadmap Session
A paid working session, followed by delivery of the Roadmap. The Roadmap Session does not itself include implementation of any recommendation it contains.
2.2 Implementation Services (optional)
Where the Client elects to engage Pendulum to implement any part of the Roadmap, that work is scoped and priced separately in the Service Agreement. This may include system build, CRM configuration, automation setup, integrations, and initial onboarding.
2.3 Ongoing Services
The recurring Growth Partner engagement as scoped in the Service Agreement. May include active system management, pipeline oversight, performance reporting, ongoing optimisation, automation refinement, and strategic or consulting work aligned with the Client's business objectives. Fees for Ongoing Services may include a Performance Component, see Clause 5.7.
Fees for the Services are as specified in the Client's individual Service Agreement. No fee rates are published in these Terms, as pricing reflects the specific scope of each engagement.
3. Service Level and Delivery Timelines
3.1 Implementation Timeline
Where Implementation Services are provided, Pendulum targets completion within the timeframe specified in the Service Agreement, subject to the following conditions:
3.1.1 The Client has supplied all required materials, access credentials, and business assets by the agreed deadline;
3.1.2 No material scope changes are requested after commencement of build;
3.1.3 Third-party platform outages or delays do not affect delivery.
Client Responsibility: Delays caused by incomplete or late provision of required materials are the Client's responsibility and will extend timelines accordingly. Delivery targets are conditional on full and timely Client co-operation.
3.2 Ongoing Support Response
For Clients on active Ongoing Services, Pendulum targets an initial response to support requests within 4 business hours. These are target response times, not guaranteed SLAs.
3.3 Platform Availability
Where Services operate on third-party Platforms (including GoHighLevel and other integrated providers), Pendulum does not warrant uninterrupted availability and is not liable for outages, downtime, or data issues attributable to any third-party Platform.
4. Client Obligations
To enable effective delivery of the Services, the Client agrees to:
4.1 Provide accurate, complete, and timely information required for the Roadmap Session and any subsequent Implementation or Ongoing Services;
4.2 Grant Pendulum necessary access to existing platforms, accounts, and assets as reasonably required;
4.3 Designate an authorised point of contact who can make decisions relevant to the engagement;
4.4 Ensure that any business and lead data provided to Pendulum for processing has been collected in accordance with applicable Australian privacy laws;
4.5 Pay all fees in accordance with the payment schedule in the Service Agreement;
4.6 Notify Pendulum promptly of any material changes to business operations that may affect service delivery;
4.7 Not circumvent, reverse engineer, misuse, replicate, or commercialise any Pendulum IP, including the diagnostic methodology used to produce the Roadmap or any systems or automations Pendulum deploys.
5. Fees, Payment and Invoicing
All fees are as specified in the individual Service Agreement. The following general conditions apply:
5.1 Fees for the Roadmap Session are invoiced in accordance with the Service Agreement.
5.2 Where Implementation Services are provided, Implementation fees are invoiced on the Go-Live Date and are due within 7 calendar days of the invoice date. No Implementation fee is invoiced prior to go-live.
5.3 Ongoing Services fees are invoiced monthly in advance from the commencement date specified in the Service Agreement, unless alternative arrangements are confirmed in writing.
5.4 All fees are quoted in Australian Dollars (AUD) and are exclusive of GST, which will be added where applicable.
5.5 Invoices are due within 7 calendar days of the invoice date unless otherwise agreed in writing.
5.6 Pendulum reserves the right to suspend Services where invoices remain unpaid beyond 14 days of the due date, following written notice.
5.7 Performance Component. Where a Service Agreement for Ongoing Services includes a Performance Component, the basis on which it is calculated, the period it applies to, and its payment terms are set out in that Service Agreement and are not published in these Terms. The existence of a Performance Component does not constitute a guarantee, representation, or warranty of any particular business outcome, see Clause 10.3.
5.8 Fees are non-refundable once service delivery has commenced, except where Pendulum is in material breach of the Service Agreement.
6. Term, Minimum Commitment and Termination
6.1 Minimum Commitment
Ongoing Services are subject to a minimum term of three months from commencement, as specified in the Service Agreement. The Client may terminate Ongoing Services after the first month of the engagement if it is clearly not a fit, on the notice specified in the Service Agreement. Outside of that first-month opt-out, no termination of Ongoing Services by the Client will take effect during the minimum term, except in cases of material breach by Pendulum.
6.2 Termination by Client
Following expiry of the minimum term, the Client may terminate Ongoing Services by providing 30 calendar days written notice to Pendulum. The Client remains liable for all fees incurred during the notice period.
6.3 Termination by Pendulum
Pendulum may terminate Services with 30 calendar days written notice for any reason, or immediately in the event of:
6.3.1 Non-payment of fees outstanding beyond 7 days of written notice;
6.3.2 Material breach of these Terms or the Service Agreement by the Client;
6.3.3 Conduct by the Client that Pendulum reasonably considers harmful, unethical, or reputationally damaging.
7. Intellectual Property
7.1 Pendulum's Ownership
All Pendulum IP remains the exclusive property of Iszac Wayne Enterprises Pty Ltd. This includes the diagnostic and scoring methodology used to produce a Roadmap, and all systems, automation frameworks, templates, workflow logic, message sequences, structural architecture, and know-how, whether pre-existing or created in the course of delivering Services to any Client. Execution of a Service Agreement and payment of fees does not transfer any Pendulum IP to the Client.
7.2 Client's Data
The Client retains ownership of all business data, customer data, and brand assets provided to Pendulum. Pendulum does not claim ownership over Client data.
7.3 Roadmap Licence
Upon payment in full of the Roadmap Session fee, Pendulum grants the Client a limited, non-exclusive, non-transferable licence to use the Roadmap for the Client's own internal business purposes, including implementing its recommendations themselves or engaging Pendulum or a third party to do so. This licence:
(a) does not extend to reproduction, publication, resale, white-labelling, or sharing of the Roadmap document with any third party outside the Client's own business, except where reasonably required to engage a third party to implement a specific recommendation;
(b) does not include any right to the underlying diagnostic process, scoring methodology, or structural frameworks Pendulum used to produce the Roadmap, which remain Pendulum IP under Clause 7.1;
(c) is not tied to the term of any Ongoing Services engagement, reflecting that the Roadmap is a one-off deliverable the Client has paid for in full; it is not revoked by the ending of an Ongoing Services engagement.
7.4 Configured Systems Licence
Where Pendulum provides Implementation Services, and upon payment in full of all outstanding fees, Pendulum grants the Client a further limited, non-exclusive, non-transferable licence to use the configured systems within the Client's own Platform sub-account, for the duration of the active Ongoing Services engagement. This licence:
(a) does not extend to replication, white-labelling, resale, or sharing with any third party;
(b) terminates automatically on expiry or termination of the Ongoing Services engagement;
(c) does not include access to Pendulum's underlying methodology, automation architecture, or structural logic beyond what is operationally visible in the sub-account;
(d) does not survive termination of the engagement under any circumstances.
7.5 Restrictions
The Client must not, and must ensure their employees, contractors, and associates do not:
(a) reverse engineer, copy, export, or replicate the Roadmap's underlying diagnostic methodology, or any Pendulum automation framework, workflow logic, or message sequence, for use outside the Client's own business;
(b) engage any third party to extract, replicate, build on, or commercialise any part of Pendulum's systems, methodology, or installed configuration;
(c) use any part of Pendulum IP for commercial purposes, including resale, white-labelling, or providing services to third parties;
(d) remove, obscure, or alter any Pendulum attribution, labelling, or identifying information within the Roadmap or any system or document delivered by Pendulum.
7.6 Breach of IP Obligations
Any breach of this Clause 7 will be treated as a material breach of the Service Agreement and these Terms, and may entitle Pendulum to seek injunctive relief and damages without further notice, in addition to any other remedy available at law or in equity.
8. Offboarding
This Clause 8 applies where Implementation Services have been provided and a Platform sub-account exists. Where the Client has taken only the Roadmap Session and no Platform sub-account was created, Ongoing Services simply cease at the end of the engagement and there is nothing to offboard beyond that.
8.1 Data Export
On termination or expiry of Services:
(a) The Client will have 14 calendar days from the termination date to export all Client data from the Platform sub-account (the "Export Window");
(b) Pendulum will provide reasonable assistance to facilitate data export during the Export Window;
(c) Following the Export Window, Pendulum is not obliged to retain, provide access to, or transfer Client data, and may delete or archive it at Pendulum's discretion.
8.2 System Access
(a) The Client's access to the Platform sub-account will be removed at the close of the Export Window;
(b) The licence granted under Clause 7.4 is revoked as of the termination date;
(c) From the termination date, the Client must not use, replicate, or reference any Pendulum automation framework, message sequence, or workflow configuration.
8.3 Sub-Account Transfer
At Pendulum's sole discretion, the Client may request a transfer of the Platform sub-account to an independently held account. Such a transfer:
(a) is not guaranteed and depends on Platform capabilities at the time of transfer;
(b) may incur additional fees, to be agreed in writing before the transfer occurs;
(c) does not carry any licence to Pendulum IP; Pendulum's automations, workflows, and message sequences will be removed from the sub-account prior to or upon transfer;
(d) must be requested in writing at least 14 calendar days before the intended termination date to allow Pendulum sufficient time to facilitate the process.
8.4 Obligations Surviving Termination
The following obligations survive termination or expiry of these Terms and any Service Agreement: Clause 7 (Intellectual Property), Clause 8.2 (System Access), Clause 9 (Confidentiality), and Clause 10 (Limitation of Liability).
9. Confidentiality
Each party agrees to keep Confidential Information received from the other party strictly confidential and to use such information only for the purposes of performing their obligations under these Terms. Confidentiality obligations do not apply to information that:
9.1 Is or becomes publicly available through no fault of the receiving party;
9.2 Was already known to the receiving party prior to disclosure; or
9.3 Is required to be disclosed by law or court order, provided the disclosing party gives the other party reasonable advance written notice.
Confidentiality obligations survive termination of these Terms for a period of two years.
10. Limitation of Liability
Important Legal Notice: To the maximum extent permitted by Australian law, Pendulum's total aggregate liability shall not exceed the total fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim.
Pendulum is not liable for:
10.1 Indirect, consequential, or special damages of any kind;
10.2 Loss of revenue, profit, or business opportunity;
10.3 Failure to achieve specific business outcomes or performance results. This applies whether or not the Client's Service Agreement includes a Performance Component; a Performance Component is a fee mechanism only, and its inclusion in a Service Agreement does not constitute a guarantee, representation, or warranty that any particular outcome will be achieved;
10.4 Losses arising from the Client's failure to fulfil their obligations under Clause 4;
10.5 Third-party platform failures, outages, or changes;
10.6 Any loss arising from inaccurate or incomplete information provided by the Client.
Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot be excluded under the Australian Consumer Law.
11. Governing Law and Disputes
These Terms are governed by the laws of Western Australia, Australia. The parties submit to the exclusive jurisdiction of the courts of Western Australia.
In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation. If unresolved within 20 business days, either party may refer the dispute to mediation before commencing litigation.
12. Contact
Iszac Wayne, Founder and Managing Director
Iszac Wayne Enterprises Pty Ltd (Pendulum)
ABN 11 669 539 459 | Perth, Western Australia
Email: mail@pendulumcro.com
Phone: +61 450 188 985