# SME Baseline — Terms and Conditions **Last updated: 3 September 2026** ## 1. Acceptance of these Terms 1.1 These Terms and Conditions ("**Terms**") govern your use of our marketing website at smebaseline.com.au (the "**Website**") and our Business Valuation & Benchmarking Report service application at app.smebaseline.com (the "**App**"), together with the Report Service itself, "**Services**", provided by **Dennis Price, ABN 35 109 205 014**, trading as **SME Baseline** ("**SME Baseline**", "**we**", "**us**", "**our**"). 1.2 By browsing the Website, submitting a nomination, completing our questionnaire, or paying for a Report, you agree to these Terms. If you don't agree, please don't use the Services. If you're a Referrer nominating a Client, you're accepting these Terms on your own behalf and confirming you're authorised to do the things described in clause 4. 1.3 These Terms should be read together with our [Privacy Policy](/privacy-policy), which explains how we handle personal information, including our use of artificial intelligence. 1.4 Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy you have under the **Australian Consumer Law** (Schedule 2 to the *Competition and Consumer Act 2010* (Cth)) or any other law that cannot lawfully be excluded, restricted, or modified. Where we limit our liability below, that limitation applies only to the extent the law allows. ## 2. Definitions - **"Referrer"** means any third party who nominates a Client for the Report Service — for example an accountant, bookkeeper, landlord, business broker, or coach. A Client doesn't need a Referrer, and may sign up for the Report Service directly. - **"Client"** means the business owner (sole trader, partnership, company, or trust) whose business is the subject of a Report, whether they signed up directly or were nominated by a Referrer. - **"App"** means our Report Service application at app.smebaseline.com. - **"Report"** means the business valuation and/or benchmarking document we prepare and deliver as part of the Report Service. - **"Figures"** means any dollar amount, valuation range, ratio, benchmark comparison, or other numerical or quantitative content in a Report. - **"You"** means the person or entity using the Services — a website visitor, subscriber, Referrer, or Client, as context requires. ## 3. Our Services 3.1 The Website (smebaseline.com.au) provides general information about SME Baseline, our approach to improving SME business value (margins, marketing, valuation-readiness, and related operational areas), and a way to join our mailing list or waitlist. 3.2 The Report Service is delivered through our App at app.smebaseline.com, hosted on infrastructure provided by MindStudio (see their Trust Center at trust.mindstudio.ai for information about their security practices). It works as follows: a Client signs up directly, or is nominated by a Referrer, and the applicable fee is paid; the Client (or the Referrer on the Client's behalf) uploads financial documents (such as profit & loss statements and balance sheets) and completes a business questionnaire; we use a combination of human review and AI-assisted analysis (see clause 6) to prepare a Report, benchmarked in part against third-party industry data (see clause 5.5); and the Report is delivered to the Client and, where applicable, the Referrer. We may also offer a phone or video call as part of this process. 3.3 We may change, add to, suspend, or discontinue any part of the Services at any time. If you have an active, paid engagement, we won't discontinue that specific engagement without either completing it or providing a pro-rata refund for work not yet performed. ## 4. Who this is for, and eligibility 4.1 Our expertise is in real-world, operationally-run SMEs — bricks-and-mortar, retail, hospitality, trade, and similar service-based businesses. **Software-as-a-Service (SaaS) and other primarily technology-based businesses are not eligible for the Report Service**, because our benchmarking approach and expertise isn't built for that business model. 4.2 We may decline, discontinue, or refuse to complete a nomination at our discretion — including where we consider the business outside our area of expertise, where information provided is incomplete or appears unreliable, or where continuing would be inappropriate for any other reason. If we do this after payment but before we've completed the work, we'll refund the fee on a pro-rata basis for the work not yet performed. 4.3 If you're a Referrer nominating a Client, you confirm that: (a) you have the Client's authority and consent to share their business and financial information with us for the purpose of the Report Service; and (b) the information you provide about the Client and their business is accurate and complete to the best of your knowledge. If a Client signs up directly without a Referrer, the Client is responsible for the accuracy and completeness of the information they provide. ## 5. Nature of Reports and Figures — please read this carefully 5.1 **Reports and Figures are indicative and general in nature.** They are not, and must not be treated as, a certified, audited, or guaranteed valuation of your business, and they are not prepared to any recognised professional valuation standard (for example, a standard suitable for court, tribunal, statutory, or transactional purposes) unless we expressly and separately agree otherwise with you in writing. 5.2 **Figures depend entirely on the accuracy and completeness of the information you and/or your Referrer provide.** We do not independently audit, verify, or investigate the financial documents or questionnaire answers submitted to us. Incomplete, out-of-date, or inaccurate source information will produce an incomplete, out-of-date, or inaccurate Report. 5.3 **Reports are prepared with the assistance of artificial intelligence**, which has its own limitations — see clause 6 below. 5.4 **Figures are a point-in-time estimate** based on the information available to us at the time of preparation. They are not updated automatically and may not reflect subsequent changes in your business, your industry, or broader economic conditions. 5.5 **Benchmark comparisons rely on third-party and government data** — including the Australian Taxation Office's Small Business Benchmarks and other published industry data — that we source but do not create, audit, or control. That data may be based on averages across many businesses, may lag the current financial year, and may not be representative of your specific business, location, or circumstances. We make no warranty about the accuracy, currency, or completeness of third-party data, and we are not responsible for errors in it. ### Appropriate and inappropriate uses of Reports and Figures 5.6 Reports are intended to help you get a **general, indicative sense** of business value and performance against industry benchmarks, to support internal planning conversations with your accountant or other advisers, and to help you prepare for a future sale process. 5.7 **Reports and Figures are not suitable, and must not be used, for:** - a statutory, court-ordered, or tribunal valuation, or any valuation required for litigation or dispute resolution; - family law property settlements or deceased estate/probate valuations; - Australian Taxation Office purposes requiring a substantiated market valuation (for example, capital gains tax cost-base or market value substantiation); - obtaining finance from a bank or financier that requires an independent, certified valuation; - purchase price allocation or other statutory accounting/tax purposes; or - any other purpose that, under law or industry practice, requires a valuation prepared by a suitably qualified and registered valuer to a recognised professional standard. If you need a Report or Figures for any of the purposes above, please tell us before you engage the Report Service — we may be able to point you toward, or you should separately engage, an appropriately qualified professional. 5.8 **You are solely responsible for independently verifying any Figures before relying on them** for any decision with financial, legal, or tax consequences — including buying or selling a business, raising finance, or making investment decisions. We strongly recommend you do this with a qualified, appropriately licensed accountant, registered business valuer, financial adviser, or lawyer, as relevant, before acting. ## 6. AI use and limitations 6.1 We use artificial intelligence and large language model technology as a material part of preparing Reports within our App, hosted on infrastructure provided by MindStudio (see also our Privacy Policy, section 7, for how this affects your personal information). 6.2 **AI-generated content can be wrong.** AI tools can misinterpret financial data, apply an inappropriate benchmark, draw an incorrect inference, omit relevant context, or generate plausible-sounding but factually incorrect statements ("hallucinations"). We do not warrant that every statement or Figure in a Report has been individually verified by a person before delivery. 6.3 To the maximum extent permitted by law, we make no warranty that AI-generated content in a Report is accurate, complete, reliable, current, or fit for any particular purpose, and clause 5 (Nature of Reports and Figures) applies equally to AI-generated content. 6.4 If you believe a Report contains an error — whether AI-related or otherwise — please tell us. We'll look into it, and where we agree there's a material error caused by us, we'll correct it at no additional charge. ## 7. No professional advice, and no advisory relationship 7.1 The Website and Reports are provided for **general informational purposes only** and do not constitute financial product advice (as defined in the *Corporations Act 2001* (Cth)), tax advice, legal advice, accounting advice, or a formal business valuation prepared to a professional valuation standard, unless we expressly and separately agree otherwise with you in writing for a specific engagement. 7.2 We are not, and do not hold ourselves out to be, a registered tax agent, BAS agent, holder of an Australian Financial Services Licence, registered company auditor, or an accredited/registered business valuer, unless expressly stated otherwise to you in writing. 7.3 Using the Report Service does not create an accountant-client, financial-adviser-client, valuer-client, or other professional advisory relationship between you and SME Baseline. Your relationship with your own accountant or other advisers, and their professional obligations to you, are separate from — and not affected by — our Terms or Privacy Policy. 7.4 We do not guarantee any particular business outcome from using our Services, including any particular sale price, loan approval, valuation figure, or business result. ## 8. Fees and payment 8.1 The Report Service is provided for a one-off fee, payable at the time of nomination — whether by the Client themselves or by a Referrer on the Client's behalf — via our payment processor, Stripe. Fees are quoted in Australian dollars and are inclusive of GST unless stated otherwise. 8.2 Once we have started substantive work on your Report (including AI-assisted analysis), fees are non-refundable except: (a) as required by the Australian Consumer Law (for example, if the Services are affected by a major failure); (b) where we decline or discontinue a nomination under clause 4.2, in which case we'll provide a pro-rata refund for work not yet performed; or (c) as we otherwise agree in writing. 8.3 If you believe there's a problem with the quality of the Services, contact us at [email protected] and we'll work with you to resolve it. ## 9. Your obligations You agree to: - provide accurate, current, and complete financial and business information; - have the necessary rights and authority to submit the information you provide to us (including, if you're a Referrer, your Client's consent); - respond to reasonable requests for clarification in a timely way, so we can prepare your Report; and - use the Website and Report Service lawfully, and not attempt to interfere with, reverse-engineer, or misuse our systems. ## 10. Intellectual property 10.1 We own all intellectual property in the Website, our benchmarking methodology, our benchmarking database, and the template, structure, and format of our Reports. 10.2 You retain ownership of the financial and business information you provide to us. You grant us a licence to use it to: (a) prepare your Report; and (b) as described in our Privacy Policy, retain a de-identified extract to build and improve our benchmarking database. 10.3 A Report we deliver to you is for your own internal use and, where relevant, for sharing with your own professional advisers. You may not resell, publish, or use a Report to found a valuation for a third party without our consent. ## 11. Confidentiality We'll keep identifiable information about your business confidential, subject to our Privacy Policy (including our use of service providers and the de-identified retention practice described there), and won't disclose it to unrelated third parties except as set out in that Policy or as required by law. ## 12. Limitation of liability 12.1 To the maximum extent permitted by law, and subject to clause 1.4 and clause 12.3: (a) our total liability to you arising out of or in connection with the Services, however arising (including in contract, tort, or under statute), is limited to the total fees you paid for the specific Report or engagement giving rise to the claim; and (b) we are not liable for any indirect, consequential, or special loss, or for loss of profits, revenue, business opportunity, or goodwill, even if we were advised of the possibility of that loss. 12.2 Where a consumer guarantee under the Australian Consumer Law applies and cannot be excluded, but liability for its breach can be limited under section 64A of that law (because the Services are not of a kind ordinarily acquired for personal, domestic, or household use), our liability for breach of that guarantee is limited, at our option, to re-supplying the Services or paying the cost of having the Services re-supplied. 12.3 Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud, or for anything else that cannot lawfully be excluded or limited. 12.4 We hold Professional Indemnity Insurance in respect of our provision of the Services. That insurance is for our own risk management and does not expand, or act as a substitute for, the limitations set out in this clause 12, and doesn't create any right for you to claim against our insurer directly. ## 13. Indemnity To the extent permitted by law, you agree to indemnify us against any loss, cost, or claim we reasonably incur arising from: (a) inaccurate, incomplete, or misleading information you (or, if you're a Referrer, you on behalf of your Client) provide to us; or (b) your breach of these Terms — except to the extent the loss, cost, or claim was caused or contributed to by us. ## 14. Third-party services and links The Website and App rely on third-party platforms — including GoHighLevel (our marketing website and CRM); MindStudio, which hosts our App and Report Service (see trust.mindstudio.ai) and the AI/LLM provider(s) it relies on; Stripe; and other hosting providers — and may reference or link to third-party data sources (including the ATO's published benchmark data). We're not responsible for the availability, content, or practices of these third parties, and your use of them may be subject to their own terms. ## 15. Suspension and termination 15.1 You may stop using the Website at any time. A Referrer or Client may withdraw from an in-progress engagement by telling us in writing; clause 8.2 governs any refund. 15.2 We may suspend or terminate access to the Services if we reasonably believe you've breached these Terms, provided false information, or used the Services unlawfully. ## 16. Changes to these Terms We may update these Terms from time to time to reflect changes in our Services, our use of AI or third-party providers, or the law. We'll post the updated Terms on this page with a new "last updated" date and, for a significant change affecting an active engagement, take reasonable steps to notify you (for example, by email). Continued use of the Services after a change takes effect means you accept the updated Terms. ## 17. General 17.1 **Entire agreement:** These Terms, together with our Privacy Policy and any specific written agreement we enter into with you, are the entire agreement between us about the Services. 17.2 **Severability:** If any part of these Terms is found to be unenforceable (including as an unfair contract term under the Australian Consumer Law), that part is removed and the rest of these Terms continues to apply. 17.3 **No waiver:** If we don't enforce a right under these Terms, that doesn't mean we've waived it. 17.4 **Assignment:** We may assign or transfer our rights and obligations under these Terms (for example, if SME Baseline is sold or restructured) by giving you reasonable notice. You may not assign your rights without our written consent. ## 18. Dispute resolution Before starting any formal proceeding, both parties agree to try to resolve a dispute in good faith by contacting the other directly. If it isn't resolved within a reasonable time, either party may pursue their rights under these Terms or at law. ## 19. Governing law These Terms are governed by the laws of **New South Wales, Australia**, and each party submits to the non-exclusive jurisdiction of the courts of New South Wales. ## 20. Contact us **SME Baseline** - Email: [email protected] - Website: smebaseline.com.au - App: app.smebaseline.com --- *These Terms and Conditions are a template prepared for SME Baseline's specific business model as described to us. They are general guidance, not legal advice. Before publishing, please: (1) confirm your Professional Indemnity Insurance is in place before clause 12.4 goes live; and (2) have a solicitor review the document as a whole — particularly the liability, indemnity, and refund clauses, which touch on the Australian Consumer Law's unfair contract terms regime given your clients will typically be "small business" contracts under that regime.*