Terms and Conditions
Client Flow Systems (CFS)
Operated by Calogero Mangione
Website: thecfsagency.com | Email: [email protected]
Last updated: June 2026
1. Introduction and Acceptance
These Terms and Conditions ("Terms") govern the use of services provided by Client Flow Systems ("CFS", "we", "us", or "our"), operated by Calogero Mangione, and apply to all clients, partners, and users ("you" or "Client") who engage with our services or access our website at thecfsagency.com.
By engaging our services, signing a partnership agreement, or accessing our website, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use our services.
2. Services
CFS provides AI-powered automation services including but not limited to:
• Database Reactivation (DBR) — SMS-based outreach to dormant lead lists
• Speed to Lead AI Bot — automated engagement of new inbound leads
• Out of Hours AI Bot — automated qualification of after-hours enquiries
• Google Reviews AI Bot — automated responses to Google Business reviews
• Abandoned Cart Recovery Bot — SMS follow-up for incomplete purchases
• Document Collection Bot — automated chasing of outstanding documents
• Any additional services as agreed in writing between the parties
The specific services to be provided, along with any applicable commission rates, fees, or performance terms, will be set out in a separate Partnership Agreement or service agreement between CFS and the Client.
3. Performance-Based Model
Unless otherwise agreed in writing, CFS operates on a performance-based model. This means:
• No upfront fees are charged to the Client for the DBR service
• Commission is payable only upon successful outcomes as defined in the applicable Partnership Agreement (e.g. settled deals, booked appointments, or completed sales)
• CFS invests its own time, technology, and resources into each campaign
• The Client is responsible for closing leads and converting booked appointments into revenue
Where a flat fee, retainer, or per-appointment fee model is agreed, the terms of that agreement supersede this clause.
4. Client Obligations
By engaging CFS, the Client agrees to:
• Provide accurate, complete, and lawfully obtained lead data and contact lists
• Confirm that all contacts in any provided database have a pre-existing commercial relationship with the Client or have otherwise consented to receive commercial communications
• Comply with all applicable laws including but not limited to the Spam Act 2003 (AU), Privacy Act 1988 (AU), UK GDPR, PECR, and any other applicable data protection or marketing legislation
• Close and convert qualified leads delivered by CFS in a timely manner
• Pay all invoices in accordance with the agreed payment terms
• Provide CRM access or reporting visibility sufficient for CFS to track performance and settlements
• Notify CFS promptly of any complaints, opt-outs, or legal notices received relating to campaign communications
• Approve all campaign copy and SMS sequences before they go live
5. Fees and Payment
5.1 Commission-Based Fees
Where CFS operates on a commission-only basis, invoices will be issued upon each qualifying event (e.g. deal settlement, appointment booking) as defined in the Partnership Agreement. Payment is due within 7 days of invoice unless otherwise agreed.
5.2 SMS and Technology Costs
All SMS messaging costs incurred through the CFS platform are passed on to the Client at cost or at the agreed markup rate. The Client is responsible for maintaining sufficient credits in their allocated sub-account or for reimbursing CFS for SMS costs incurred on their behalf.
5.3 Late Payment
Invoices not paid within the agreed timeframe may attract a late payment fee of 5% per 30 days overdue. CFS reserves the right to suspend services for accounts with outstanding invoices.
5.4 Clawbacks
Where a commission has been paid and the underlying deal is subsequently clawed back by a lender or cancelled before settlement, CFS agrees to repay its share of the commission proportionally, provided the Client notifies CFS in writing within 30 days of the clawback.
6. Intellectual Property
All systems, workflows, automation sequences, AI configurations, software, and technology built or operated by CFS remain the sole intellectual property of Calogero Mangione / CFS. This includes but is not limited to:
• SMS conversation scripts and bot prompts
• GHL workflows and automation configurations
• Zapier integrations and API connections
• Any custom code, systems, or tools developed for or during the engagement
The Client retains ownership of their own data, brand assets, and any marketing copy created specifically for and approved by the Client for use in their campaigns. Upon termination, CFS will return or delete all Client data within 14 days.
7. Data Protection and Privacy
CFS takes data protection seriously. By engaging our services, both parties agree to:
• Comply with all applicable data protection laws including the Privacy Act 1988 (Cth) and Australian Privacy Principles (AU clients), UK GDPR and Data Protection Act 2018 (UK clients), and any other applicable legislation
• Process personal data only for the purposes set out in the Partnership Agreement and these Terms
• Implement appropriate technical and organisational measures to protect personal data
• Not share personal data with any unauthorised third parties
• Notify the other party within 24 hours of becoming aware of any data breach affecting shared personal data
A separate Data Processing Agreement (DPA) may be required and will be provided upon request or where legally required.
CFS operates remotely and may process data from outside Australia or the UK. Appropriate safeguards will be maintained consistent with applicable cross-border data transfer requirements.
8. Confidentiality
Both parties agree to keep confidential all proprietary information, business data, client lists, pricing, systems, and strategies shared during the engagement. This obligation survives termination of the agreement.
Neither party shall disclose the other's confidential information to any third party without prior written consent, except where required by law.
9. Warranties and Disclaimers
CFS warrants that:
• It will provide services with reasonable care and skill
• All campaign communications will comply with applicable spam and marketing laws
• It will act in good faith in the performance of its obligations
CFS does not warrant or guarantee:
• Any specific number of leads, bookings, or revenue outcomes
• That reply rates, conversion rates, or revenue figures achieved for other clients will be replicated
• That all contacts in a provided database will respond or engage
Results depend on many factors outside CFS's control including list quality, market conditions, the Client's sales process, and the nature of the product or service offered.
10. Limitation of Liability
To the maximum extent permitted by law:
• CFS's total liability to the Client for any claim arising out of or relating to these Terms or the services shall not exceed the total fees paid by the Client to CFS in the 3 months preceding the claim
• CFS shall not be liable for any indirect, consequential, special, or punitive damages including loss of profit, loss of revenue, or loss of data
• CFS shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control
Nothing in these Terms limits liability for fraud, death, or personal injury caused by negligence.
11. Termination
Either party may terminate the engagement by providing 30 days written notice to the other party.
Upon termination:
• CFS shall be entitled to all commissions earned prior to the termination date, including on deals that settle after termination where the lead was originated by CFS during the engagement period
• All outstanding invoices become immediately due and payable
• CFS will return or securely delete all Client data within 14 days
• Both parties' confidentiality obligations survive termination
CFS may terminate immediately and without notice if the Client breaches these Terms, fails to pay invoices, or engages in conduct that brings CFS into disrepute.
12. Compliance with Laws
The Client is solely responsible for ensuring that its use of CFS services complies with all applicable laws in its jurisdiction, including consumer protection laws, financial services regulations, and industry-specific compliance requirements.
For mortgage broker clients in Australia, the Client confirms it holds all necessary licences and authorisations required under the National Consumer Credit Protection Act 2009 (NCCP) and any applicable ASIC requirements.
13. Amendments
CFS reserves the right to update or amend these Terms at any time. Clients will be notified of material changes via email. Continued use of our services following notification constitutes acceptance of the updated Terms.
14. Governing Law and Dispute Resolution
These Terms are governed by the laws of New South Wales, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of New South Wales.
In the event of a dispute, both parties agree to first attempt resolution through good faith negotiation. If unresolved within 30 days, the dispute may be referred to mediation before any legal proceedings are commenced.
15. Entire Agreement
These Terms, together with any applicable Partnership Agreement and Data Processing Agreement, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements relating to the subject matter herein.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
16. Contact
Client Flow Systems (CFS)
Operated by: Calogero Mangione
Website: thecfsagency.com
Email: [email protected]
For any queries regarding these Terms, please contact us at the email address above.