Template for consulting and technology service engagements
Published for transparency - this is an example, not an offer. This page shows the form of agreement Rapid Developments typically uses for consulting and technology service engagements, published so prospective clients can see how we contract before we start. It is not an offer capable of acceptance, and nothing on this page is legal advice. Every engagement is individually negotiated - these terms are negotiable, and the version you sign is prepared specifically for your engagement.
This Professional Services Agreement works alongside a Scope Approval Document and our Terms of Service. The order of precedence between them is set out in clause 8.2: the signed Agreement prevails, then the Scope Approval Document, then the pinned Terms of Service. All blank fields marked as [Field Name] must be completed before execution.
The services to be provided under this Agreement are detailed in Schedule A: Scope of Work (attached).
The scope of work includes all deliverables, milestones, and acceptance criteria as described in Schedule A. Any work outside the agreed scope requires a Change Order signed by both parties before commencement, recording the change, its price and pricing basis, its effect on the timeline, any dependencies or risks, and the acceptance criteria for the changed work.
The deliverables, their descriptions, formats, due dates, and acceptance criteria are set out in Schedule A, which is the single source of truth for the scope of this engagement. In case of any inconsistency between the body of this Agreement and Schedule A regarding deliverables or scope, Schedule A prevails.
Timelines are estimates and are contingent on timely provision of required information, access, and approvals by the Client. Delays caused by the Client may result in revised timelines.
The services are principally delivered by the individual named as the Service Provider. If that individual is unable to deliver the services through illness or incapacity, Rapid Developments will notify the Client promptly and the engagement timeline extends by the period of the delay. If the delay exceeds 30 days, the Client may terminate this Agreement by written notice and receive a refund of all unearned prepaid fees, including the deposit.
The total fee for services described in Schedule A is $[Total Fee] AUD.
No GST is currently charged - Rapid Developments Business Solutions is not registered for GST. If we become registered, GST will apply to supplies invoiced on or after the registration date, tax invoices will be issued, and fixed fees agreed before registration will be increased by the applicable GST for the portion invoiced after registration.
A deposit of $[Deposit Amount] AUD (50% of the total fee, unless a different percentage is stated in Schedule A) is due on booking. Work will not commence, and the engagement is not scheduled, until the deposit is received. The deposit is treated on cancellation and termination as set out in clause 9.4.
| Milestone | Amount (AUD) | Due |
|---|---|---|
| Deposit | $[Deposit Amount] | On booking (upon execution of this Agreement) |
| [Milestone 1] | $[Amount] | [Date or Trigger] |
| [Milestone 2] | $[Amount] | [Date or Trigger] |
| Final delivery | $[Amount] | Upon completion and acceptance |
Each invoice is payable within 14 days of issue (the "Due Date") via bank transfer to:
The Client must pay invoices in full without set-off, counterclaim, or withholding, except as required by law.
Overdue amounts accrue simple interest at 1.5% per month (18% per annum, simple), calculated daily from the Due Date until paid, and the defaulting party must reimburse reasonable costs of recovery, including collection agency and legal costs. Rapid Developments may suspend work, and delivery timelines extend accordingly, on accounts overdue by more than 30 days.
Unless expressly included in the total fee:
Materials provided by the Client remain the Client's property. The Client grants Rapid Developments a licence to use those materials for the purposes of the engagement.
Rapid Developments assigns to the Client, on full payment of all fees, all intellectual property rights in the Deliverables (including by way of present assignment of future copyright), excluding Pre-Existing IP. "Deliverables" means the custom deliverables created specifically for this engagement, including:
Until full payment, work in progress and Deliverables already provided are licensed to the Client for its internal business use only.
"Pre-Existing IP" means Rapid Developments' intellectual property existing before, or developed independently of, this engagement, including:
Pre-Existing IP remains Rapid Developments' property. The Client receives a non-exclusive, perpetual, irrevocable licence (conditional on full payment) to use Rapid Developments' Pre-Existing IP as embedded in the Deliverables, surviving termination and transferable to a successor of the Client's business, but not otherwise transferable.
The individual named as the Service Provider, as author of the Deliverables, consents under section 195AWA of the Copyright Act 1968 (Cth) - for the benefit of Rapid Developments, its clients, and their respective successors - to the use, reproduction, adaptation, and alteration of the Deliverables, and to their use without attribution of authorship, whether occurring before or after this consent is given. This is a consent to specified acts, not a waiver of moral rights.
Where the Deliverables include third-party or open-source software components, those components are not assigned: they are licensed to the Client under their own licence terms, which the Client must comply with. Rapid Developments will identify material third-party and open-source components on request.
Rapid Developments may use general learnings, anonymised insights, and methodological improvements derived from the engagement to enhance its services, without revealing the Client's confidential information.
Both parties agree to keep confidential all information disclosed by the other party that is marked or identified as confidential, or that by its nature would reasonably be considered confidential ("Confidential Information"). Confidential Information includes, without limitation, business strategies, plans, financials, technical specifications, and trade secrets that meet either of those criteria. Each party is responsible for compliance with this section by its personnel, contractors, and advisers ("Representatives") as if their acts were its own.
Confidential Information may be disclosed:
These obligations do not apply to information that:
Confidentiality obligations survive for 5 years from the date of disclosure of the relevant Confidential Information, and for trade secrets (information having commercial value from secrecy and subject to reasonable steps to keep it secret) for as long as they remain trade secrets.
Upon termination or completion, each party shall return or destroy the other party's Confidential Information upon request, except for copies required by law or professional standards and copies held in automatic electronic backup or archival systems, which remain subject to this section until deleted in the ordinary course.
Each party acknowledges that damages may be an inadequate remedy for breach of this section and that the disclosing party may seek injunctive or other equitable relief in addition to any other remedy.
Photographs, audio, or video recordings made during on-site work are made only with consent. They are retained securely for up to 24 months after the engagement (aligned to the claims notification window in clause 8.6), then deleted, with access restricted to the business owner.
Each consent below is a genuine opt-in. Consent is given only if the Client marks YES and initials the item. An unmarked or uninitialled item means no consent is given. Consent is never automatic on signing this Agreement.
If consent is given, the Client may withdraw it at any time by written notice. Rapid Developments will remove references within 30 days of receiving the notice, except from materials already in circulation (e.g., printed brochures).
Rapid Developments warrants that:
This Agreement incorporates the Rapid Developments Terms of Service version 3.1 dated 31 July 2026 (copy attached / available at rapid-developments.com.au/policies/terms-of-service). Later changes to the published Terms do not vary this Agreement.
If the documents governing this engagement conflict, the following order of precedence applies, with each document prevailing over those below it to the extent of the inconsistency:
The limitation of liability regime in clauses 8.4 to 8.6 is stated in full in this Agreement and applies according to its terms, without needing to be incorporated from any other document.
Rapid Developments does not guarantee specific business outcomes, revenue increases, cost savings, or return on investment. Business outcomes depend on many factors beyond Rapid Developments' control, including implementation decisions, market conditions, staff engagement, and economic factors.
This disclaimer does not limit the specific written guarantee offered for our Operational Assessments (the "Undertow Guarantee"): if your assessment doesn't identify annualised savings opportunities worth at least your assessment fee, we'll extend the engagement at no charge until it does. The guarantee covers what we identify and document in your report - it is limited to the identification and documentation of savings opportunities, not their realisation.
Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot be excluded by agreement.
Where our liability for breach of a consumer guarantee may lawfully be limited under section 64A of the Australian Consumer Law, and it is fair and reasonable to do so, our liability is limited, at our option, to supplying the services again or paying the cost of having the services supplied again.
To the maximum extent permitted by law and subject to clause 8.4 (Australian Consumer Law) and the carve-outs below, each party's total aggregate liability arising out of or in connection with this engagement is limited to the greater of (a) the fees paid for the specific service giving rise to the claim and (b) $10,000 AUD, and in any event capped at $50,000 AUD in aggregate per engagement.
This cap does not apply to: liability for death or personal injury caused by negligence; fraud or wilful misconduct; or liability that cannot lawfully be limited.
Subject to clause 8.4 and the same carve-outs, neither party is liable to the other for loss of profits, loss of revenue, loss of anticipated savings, loss of data, loss of goodwill, or any indirect or consequential loss, however arising.
Subject to clause 8.4 and the carve-outs in clause 8.5, any claim must be notified in writing within 24 months of the date the claimant became aware, or ought reasonably to have become aware, of the circumstances giving rise to it, and no proceedings may be commenced more than 3 years after completion of the relevant service.
Rapid Developments maintains appropriate professional indemnity insurance and will maintain it for the duration of the engagement. Certificates of currency are available on request.
The Client warrants that information and materials it provides for the engagement are, to the best of its knowledge, accurate and complete, and that Rapid Developments may rely on them without independent verification. The Client will promptly correct any information it discovers to be inaccurate or incomplete.
Either party may terminate this Agreement for convenience by written notice of 14 days or half the remaining term of the engagement, whichever is shorter. The financial consequences are set out in clause 9.4.
Either party may terminate this Agreement immediately by written notice if the other party:
Termination rights arising from insolvency events are subject to any applicable ipso facto stay under the Corporations Act 2001 (Cth).
Upon termination:
If Rapid Developments cancels or terminates for convenience: the Client receives a full refund of all unearned prepaid amounts, including the deposit, and retains all completed Deliverables (subject to clause 9.3).
If the Client cancels or terminates for convenience, measured against the scheduled commencement of the engagement (for assessments, the first on-site day):
No cancellation tier permits Rapid Developments to retain more than the deposit. Fees for work completed are payable in all cases. On any termination not arising from the Client's breach, prepaid fees for unperformed services are refunded or credited.
The parties shall first attempt to resolve any dispute through good faith negotiation between appropriate representatives within 10 Business Days of written notice of the dispute.
If negotiation does not resolve the dispute, either party may refer the dispute to mediation before a mediator appointed by the Queensland Law Society. Mediation costs shall be shared equally.
If mediation does not resolve the dispute within 30 days of referral, either party may commence legal proceedings. This Agreement is governed by the laws of Queensland, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Queensland.
Nothing prevents either party seeking urgent injunctive or other equitable relief at any time. Nothing in this section prevents Rapid Developments commencing proceedings to recover an undisputed debt.
By signing below, both parties agree to the terms and conditions set out in this Professional Services Agreement and the attached Schedule A. Each person signing warrants that they have authority to bind the party for whom they sign.
Signed by [Full legal name] trading as Rapid Developments Business Solutions (ABN 38 377 925 811):
Signed by [Client Signatory Name], trading as [Client Business Name, if applicable]:
Where the Client is a company, execute in accordance with section 127 of the Corporations Act 2001 (Cth). Executed by [Client Company Name] ACN [ACN] by being signed by two directors, a director and the company secretary, or (for a proprietary company with a sole director who is also the sole company secretary, or who has no company secretary) that sole director:
| # | Deliverable | Description | Format | Due Date |
|---|---|---|---|---|
| 1 | [Deliverable 1] | [Description] | [Format] | [Date] |
| 2 | [Deliverable 2] | [Description] | [Format] | [Date] |
| 3 | [Deliverable 3] | [Description] | [Format] | [Date] |
Deliverables are accepted when:
The Client has 10 Business Days (or a longer period stated here: [Acceptance Period]) to review each deliverable. If no response is received within this period, Rapid Developments will send a written reminder; if no response is received within a further 5 Business Days after the reminder, the deliverable is deemed accepted. Substantive use of a deliverable - meaning use in live commercial operation, excluding testing and evaluation - also constitutes acceptance.
This page is published for transparency, so prospective clients can see how Rapid Developments contracts before an engagement begins. It is an example of our typical form of agreement - it is not an offer, nothing on this page is legal advice, and it is not provided for reuse by other businesses. Terms are negotiable, and the version you sign is prepared specifically for your engagement.
This document works in conjunction with our Terms of Service and Privacy Policy.