Terms and conditions governing our business consulting and technology services
Legal Document
Effective Date: 1 July 2025 | Version: 3.0 | Last Updated: 27 February 2026
Important Notice
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," "your") and Rapid Developments Pty Ltd ("we," "us," "our," "Rapid Developments"). By engaging our services, you agree to be bound by these Terms. If you do not agree, do not engage our services.
These Terms incorporate our Professional Services Disclaimer. Please read all sections carefully.
Document Hierarchy
In case of conflict: (1) Individual Service Agreements/Proposals prevail over these Terms; (2) These Terms prevail over our Privacy Policy except on data handling matters; (3) Our Privacy Policy governs all data handling.
These terms are negotiable. If you wish to negotiate any provision, please contact us before engaging our services.
These Terms apply to all business consulting, assessment, implementation, technology, and advisory services provided by Rapid Developments. Your engagement of our services constitutes acceptance of these Terms.
1.2 Capacity
By engaging our services, you represent that you have the authority to bind yourself or your organisation to these Terms.
1.3 Variations
We may update these Terms from time to time. Material changes will be notified to active clients. Continued engagement after notification constitutes acceptance of updated Terms.
2. Services Provided
2.1 Nature of Services
We provide business consulting and technology services including:
Business assessments, audits, and operational reviews
Strategic recommendations and improvement plans
Process optimisation and workflow design
System design, integration, and implementation
Technology solutions and custom development
Implementation guidance and project management
Ongoing support and advisory services
2.2 Advisory Nature
Important: Advisory Services Only
Our services are advisory and consultative in nature. We provide recommendations based on our professional expertise and the information available to us. We do not provide legal advice, financial advice, tax advice, or accounting services. For such matters, you should consult appropriately qualified professionals.
2.3 Service Delivery
Services are delivered through:
On-site consultations and assessments at your premises
Remote advisory, support, and implementation
Documentation, reports, and recommendations
System deployment, configuration, and training
2.4 Professional Judgment
All recommendations are based on:
Information provided by you at the time of service
Observable conditions during our engagement
Industry best practices and our professional experience
Available data and documentation you provide for review
Recommendations may not be suitable for circumstances that differ from those observed or for future conditions that cannot be reasonably anticipated.
3. Client Engagement
3.1 Service Agreements
Specific services are governed by individual Service Agreements, Proposals, or Statements of Work that incorporate these Terms by reference. The scope of work, deliverables, timelines, and fees are defined in each Service Agreement.
3.1A Scope Approval
No substantive work will commence until the scope of work, deliverables, timeline, and fees have been documented in a Scope Approval Document (or equivalent Service Agreement) and signed or approved in writing by both parties. Verbal agreements or informal approvals do not constitute authorisation to proceed.
3.2 Scope Changes
Any changes to the agreed scope of work must be documented in a formal Change Order signed by both parties. Each Change Order must specify:
A description of the requested change
The impact on deliverables, timeline, and fees
Any dependencies or risks introduced by the change
Acceptance criteria for the changed scope
Work on scope changes will not commence until the Change Order is approved in writing by both parties. Informal requests (verbal, email without formal acceptance, or chat messages) do not constitute authorised scope changes.
3.3 Client Cooperation
Successful service delivery depends on your cooperation, including:
Providing timely access to relevant personnel, systems, and information
Making decisions and providing approvals within reasonable timeframes
Allocating appropriate internal resources to support the engagement
Communicating relevant changes to your business or requirements
3.4 Subcontractors
We may engage subcontractors to assist with service delivery. All subcontractors are bound by confidentiality obligations equivalent to those in these Terms.
4. Fees and Payment
4.1 Service Fees
Fees are specified in individual Service Agreements
All fees are quoted in Australian Dollars (AUD)
Quoted fees are valid for 30 days unless otherwise specified
4.2 Payment Terms
Invoices are due within 14 days of issue unless otherwise agreed
We may require deposits or progress payments for larger engagements
Late payments incur interest at 1.5% per month (18% per annum) on the outstanding balance
We reserve the right to suspend services for accounts overdue by more than 30 days
4.3 Expenses
Unless included in the quoted fee:
Travel outside the Brisbane metropolitan area is charged at $0.95/km or actual costs
Accommodation for regional engagements is charged at cost
Third-party costs (software licences, hosting, etc.) are charged at cost plus 10% administration
4.4 Disputed Invoices
If you dispute any invoice, you must notify us in writing within 14 days of receipt, specifying the nature of the dispute. Undisputed portions remain due for payment.
5. Intellectual Property
5.1 Client Materials
All materials, data, and information provided by you remain your property. You grant us a limited licence to use such materials solely for the purpose of delivering the agreed services.
5.2 Deliverables
Upon full payment of all fees, you own all custom deliverables created specifically for your engagement, including:
Custom reports and recommendations specific to your business
Custom software, code, or configurations developed for you
Custom documentation and training materials
5.3 Our Intellectual Property
We retain all rights to our pre-existing intellectual property, including:
The Undertow Methodology and assessment frameworks
General templates, tools, and reusable components
Proprietary processes, techniques, and know-how
Training materials and documentation not created specifically for you
You receive a non-exclusive, non-transferable licence to use our IP solely as incorporated into your deliverables.
5.4 Feedback and Improvements
We may use general learnings, anonymised insights, and methodological improvements derived from engagements to enhance our services, without revealing your confidential information.
5.5 Marketing & Case Study Consent
We may request your consent to use aspects of your engagement for marketing purposes, including:
Anonymised case studies describing the engagement approach and outcomes
Testimonials or quotes attributed to you or your organisation
Logo usage on our website or marketing materials
Brief descriptions of the engagement for portfolio purposes
Such consent is entirely optional and will be requested separately via a Marketing Consent clause in the relevant Service Agreement or Scope Approval Document. You may decline without any impact on service delivery or pricing. Consent, once given, may be withdrawn at any time by written notice, and we will remove the relevant materials within 30 days.
6. Confidentiality
6.1 Confidential Information
Both parties agree to maintain the confidentiality of information that is:
Marked or identified as confidential
By its nature would reasonably be considered confidential
Business strategies, plans, and financial information
Proprietary processes, methods, and trade secrets
Customer, supplier, and employee information
Technical specifications and system details
6.2 Permitted Disclosures
Confidential information may be disclosed:
To employees and subcontractors who need to know for service delivery
To professional advisors under equivalent confidentiality obligations
As required by law, regulation, or court order
With the prior written consent of the disclosing party
6.3 Exclusions
Confidentiality obligations do not apply to information that:
Is or becomes publicly available through no fault of the receiving party
Was rightfully known before disclosure
Is independently developed without reference to confidential information
Is rightfully obtained from a third party without confidentiality restrictions
6.4 Duration
Confidentiality obligations survive termination of our engagement for a period of 5 years, or indefinitely for trade secrets.
7. Warranties, Disclaimers & Consumer Guarantees
7.1 Our Warranties
We warrant that:
Services will be performed with due care, skill, and diligence
Services will be performed by appropriately qualified personnel
We have the right to provide the services and grant the licences described herein
Deliverables will not, to our knowledge, infringe any third-party intellectual property rights
We maintain professional indemnity insurance of at least $2,000,000
7.2 Consumer Guarantees Under Australian Consumer Law
Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you by the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot be excluded, restricted, or modified by agreement.
Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to:
Cancel your service contract with us; and
Obtain a refund for any unused portion, or compensation for its reduced value.
You are also entitled to be compensated for any other reasonably foreseeable loss or damage.
If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for any unused portion.
7.3 Limitation of Implied Warranties
To the maximum extent permitted by law (and subject to section 7.2 above), our liability for breach of any implied warranty or condition that cannot be excluded is limited, at our option, to:
The supply of the services again; or
The payment of the cost of having the services supplied again.
7.4 No Guaranteed Outcomes
Important Disclaimer
Subject to section 7.2, we expressly disclaim any warranty or guarantee of:
Specific revenue increases, profit improvements, or cost savings
Return on investment (ROI) projections or financial outcomes
Business growth, market share gains, or competitive advantage
Employee satisfaction, retention, or productivity improvements
Customer satisfaction or retention improvements
Achievement of results within specific timeframes
Compatibility with future business changes, technology, or market conditions
Business outcomes depend on many factors beyond our control, including your implementation decisions, market conditions, staff engagement, and economic factors.
7.5 Third-Party Products and Services
We may recommend third-party software, platforms, or service providers. We do not warrant:
The performance, availability, or reliability of third-party products
Continued operation or support of third-party services
Compatibility between different third-party solutions
Security or data handling practices of third parties
Third-party products are subject to their own terms and conditions.
7.6 Implementation Results
While we design systems and processes with care, we cannot guarantee:
Successful adoption by your team
Continued effectiveness over time without maintenance
Compatibility with future technology changes
Results matching theoretical projections
Freedom from unforeseen complications
8. Limitation of Liability
8.1 Liability Cap
Maximum Liability
Subject to sections 7.2 and 8.4, our total aggregate liability arising from or related to any engagement shall not exceed the greater of:
The total fees paid by you for the specific service giving rise to the claim; or
$10,000 AUD
In no event shall our total aggregate liability exceed $50,000 AUD regardless of the number of claims or the basis of liability.
8.2 Excluded Damages
Subject to sections 7.2 and 8.4, we shall not be liable for:
Indirect or Consequential Damages: Including but not limited to lost profits, lost revenue, business interruption, loss of business opportunities, damage to reputation, or loss of data
Implementation Decisions: Losses resulting from your decisions on how, when, or whether to implement our recommendations
Third-Party Actions: Damages caused by your employees, contractors, suppliers, customers, or other third parties
Market Conditions: Losses due to economic conditions, industry changes, regulatory changes, or competitive factors
Delayed or Partial Implementation: Results not achieved due to delayed, incomplete, or modified implementation of recommendations
Information Provided: Losses arising from inaccurate, incomplete, or outdated information provided by you
8.3 Time Limitations
Any claim must be made in writing within 24 months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim. In no event may a claim be made more than 3 years after completion of the relevant service.
8.4 Exclusions from Limitations
Nothing in these Terms limits our liability for:
Death or personal injury caused by our negligence
Fraud or fraudulent misrepresentation
Any liability that cannot be limited or excluded by law
Breach of consumer guarantees under Australian Consumer Law to the extent such guarantees apply
8.5 Risk Acknowledgment
You acknowledge that business improvement and technology implementation involve inherent risks, including:
Temporary disruption to operations during implementation
Staff resistance to change
Unforeseen technical complications
Data migration risks
Integration challenges with existing systems
User adoption issues
Market or regulatory changes affecting recommendations
8.6 Proportionate Liability
To the extent permitted by Part IVAA of the Civil Liability Act 2003 (Qld) or equivalent proportionate liability legislation, our liability in connection with a claim is limited to the proportion of loss or damage that is attributable to our conduct. Where loss or damage results from the combined actions or omissions of multiple parties (including your employees, contractors, or other service providers), our liability shall be limited to the proportion of loss attributable to our acts or omissions.
9. Indemnification
9.1 Your Indemnification
You agree to indemnify, defend, and hold harmless Rapid Developments and its officers, employees, and contractors from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising from:
Your negligent or improper implementation of our recommendations contrary to our written guidance
Materially inaccurate, incomplete, or misleading information you provide to us
Your breach of these Terms or any Service Agreement
Your failure to comply with applicable laws in your business operations
Claims by third parties arising from your products, services, or business operations (except to the extent caused by our negligence)
9.2 Indemnification Process
We will promptly notify you of any claim subject to indemnification and provide reasonable cooperation in defending such claim. You shall not settle any claim without our prior written consent if such settlement would impose any obligation on us or admit liability on our behalf.
10. Termination
10.1 Termination for Convenience
Either party may terminate an engagement with 30 days' written notice. For ongoing support subscriptions, termination takes effect at the end of the current billing period following the notice period.
10.2 Termination for Cause
Either party may terminate immediately if the other party:
Materially breaches these Terms and fails to remedy within 14 days of written notice
Becomes insolvent, enters administration, or ceases to carry on business
Is unable to perform its obligations due to circumstances beyond its control for more than 30 days
10.3 Effect of Termination
Upon termination:
You shall pay for all work completed up to the termination date
We shall deliver all completed deliverables and work in progress
Each party shall return or destroy the other's confidential information
Licences granted to you in deliverables remain in effect (subject to full payment)
Provisions that by their nature should survive (confidentiality, limitation of liability, indemnification) shall survive termination
10.4 No Refunds
Unless required by Australian Consumer Law or specifically agreed in a Service Agreement, fees paid are non-refundable. For ongoing subscriptions, no refund is provided for the current billing period.
11. Dispute Resolution
11.1 Good Faith Negotiation
The parties shall first attempt to resolve any dispute through good faith negotiation between appropriate representatives.
11.2 Mediation
If negotiation does not resolve the dispute within 14 days, either party may refer the dispute to mediation administered by the Resolution Institute (or successor body) in Brisbane, Queensland. The costs of mediation shall be shared equally.
11.3 Litigation
If mediation does not resolve the dispute within 30 days of referral, either party may commence legal proceedings. Nothing in this clause prevents a party from seeking urgent interlocutory relief.
11.4 Continued Performance
Unless the dispute relates to non-payment or material breach, both parties shall continue to perform their obligations during the dispute resolution process.
12. Data Protection
12.1 Privacy
We handle personal information in accordance with Australian Privacy Principles and our Privacy Policy, which forms part of these Terms.
12.2 Data Security
We implement reasonable technical and organisational measures to protect your data. However, no system is completely secure, and we cannot guarantee absolute security of data transmitted or stored electronically.
12.3 Data Retention
We retain engagement records, deliverables, and related correspondence for 7 years after service completion for legal, professional, and reference purposes.
12.4 Data Processing
Where we process personal data on your behalf (e.g., during system implementation involving your customer data), we act as your data processor and will process such data only in accordance with your instructions and applicable law.
13. Specific Service Terms
13.1 Assessment Services
Assessments are based on observable conditions at the time of the assessment
Recommendations are advisory only; implementation is your responsibility
Assessment reports are confidential and for your internal use only
Findings may not reflect conditions before or after the assessment period
13.2 Implementation Services
Success depends on your cooperation, resources, and timely decisions
Changes to scope require written agreement and may affect fees and timelines
Testing and acceptance procedures will be defined in the Service Agreement
You are responsible for backing up existing systems before implementation
13.3 Technology Development
Development follows agreed specifications; changes require formal change requests
You are responsible for providing test data and feedback during development
Acceptance testing period and criteria will be defined in the Service Agreement
Post-deployment support is subject to separate agreement
13.4 Ongoing Support Subscriptions
Support hours are allocated monthly and do not roll over unless agreed in writing
Unused hours from the current month may be used in the following month only (1-month rollover)
Response times are during business hours (Monday-Friday, 9am-5pm AEST/AEDT)
Emergency support outside business hours is available at premium rates if pre-arranged
Support subscriptions renew automatically unless cancelled with 30 days' notice
14. General Provisions
14.1 Governing Law
These Terms are governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland.
14.2 Entire Agreement
These Terms, together with any Service Agreement and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements relating to the subject matter.
14.3 Severability
If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, or severed if modification is not possible, and the remaining provisions shall continue in full force and effect.
14.4 Force Majeure
Neither party is liable for delays or failures in performance due to circumstances beyond reasonable control, including natural disasters, acts of government, pandemics, cyber attacks, failures of third-party services, or public utility failures. The affected party shall notify the other promptly and use reasonable efforts to mitigate the impact.
14.5 Assignment
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a successor in the event of a merger, acquisition, or sale of substantially all our assets, provided the successor agrees to be bound by these Terms.
14.6 Relationship of Parties
We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between us.
14.7 Waiver
Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.
14.8 Notices
Notices must be in writing and sent to the addresses specified in the Service Agreement, or to the email addresses used for the engagement. Notices are deemed received when delivered personally, one business day after sending by email (with confirmation), or three business days after posting by registered mail.
14.9 Construction
Headings are for convenience only and do not affect interpretation. References to legislation include amendments and replacements. "Including" means "including without limitation."