Terms of Service

1. Acceptance of Terms

1.1 Agreement Formation

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 published on this page, with the version and date block updated, at least 30 days before they take effect, and will be notified to active clients. Changes do not apply retrospectively to Service Agreements signed before the change takes effect - those engagements remain governed by the version of these Terms specified in the Service Agreement. If you do not accept a material change, you may terminate the affected engagement without penalty before the change takes effect. Continued engagement after a change takes effect constitutes acceptance of the 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

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 a "Service Agreement" - meaning any signed agreement (including an Assessment Service Agreement), Scope Approval Document, or other signed scope instrument that incorporates 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 Service Agreement and signed, or expressly approved in writing (including by email stating acceptance), 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, or expressly approved in writing (including by email stating acceptance), 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 signed or expressly approved in writing by both parties. Informal requests (verbal, chat messages, or emails that do not state acceptance) 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, privacy, and intellectual property obligations consistent with 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)
• 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
• 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
• Overdue amounts accrue simple interest at 1.5% per month (18% per annum, simple), calculated daily from the due date until paid
• You must reimburse our reasonable costs of recovering overdue amounts, including collection agency and legal costs
• We reserve the right to suspend services for accounts overdue by more than 30 days

4.3 Expenses

Unless included in the quoted fee:

• No travel charge applies within the Sunshine Coast and Greater Brisbane
• Travel beyond that area (including any required accommodation) is charged at documented cost, pre-approved in writing
• 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 and may not be withheld or set off against any claim you may have against us.

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

On full payment of all fees, ownership of all intellectual property rights in the custom deliverables created specifically for your engagement passes to you, as effected by the intellectual property assignment in your Service Agreement. Custom deliverables include:

• 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, perpetual, irrevocable licence (conditional on full payment of all fees) to use our pre-existing intellectual property as embedded in your deliverables. This licence survives termination of the engagement and is transferable to a successor of your business, but is not otherwise transferable.

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. 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 (a) is marked or identified as confidential, (b) by its nature would reasonably be considered confidential, or (c) falls within the following categories:

• 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, provided the receiving party gives the disclosing party prompt notice of the required disclosure where lawful to do so
• With the prior written consent of the disclosing party

Each party is responsible for its employees', subcontractors', and advisors' compliance with these confidentiality obligations as for its own.

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 in the receiving party's possession before disclosure, as shown by written evidence
• 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 and continue for 5 years from the date of disclosure of the relevant information, and for trade secrets, for as long as they remain 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 appropriate professional indemnity insurance; certificates of currency are available on request

7.3 Limitation of Implied Warranties

To the maximum extent permitted by law (and subject to section 7.2 above), where our liability for breach of a consumer guarantee, or of any implied warranty or condition that cannot be excluded, 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:

• The supply of the services again; or
• The payment of the cost of having the services supplied again.

7.4 No Guaranteed Outcomes

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

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

Subject to sections 7.2 and 8.4, 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.

8.4 Exclusions from Limitations

Nothing in these Terms limits our liability for:

• Death or personal injury caused by our negligence
• Fraud, fraudulent misrepresentation, or wilful misconduct
• 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 Chapter 2 Part 2 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 and hold harmless Rapid Developments and its owner, personnel, and subcontractors 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
• Losses caused by your failure to comply with applicable laws in your business operations
• Claims by third parties arising from your products, services, or business operations

Your liability under this indemnity is reduced to the extent that our negligence, or our breach of these Terms or a Service Agreement, caused or contributed to the relevant claim, damage, loss, or expense.

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, cancellation takes effect 30 days after written notice and no later than the end of the billing period following the billing period in which notice is given; carried-over support hours remain usable during 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, or (being an individual) becomes bankrupt or enters into a personal insolvency agreement, or (being a company) enters administration, liquidation, or receivership or executes a deed of company arrangement, or ceases to carry on business - in each case subject to any applicable stay under the ipso facto provisions of the Corporations Act 2001 (Cth)
• 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
• Subject to your rights under the Australian Consumer Law, we shall deliver all completed deliverables and work in progress on payment of the amounts due under this clause
• Each party shall return or destroy the other's confidential information
• Licences granted to you in deliverables remain in effect (subject to full payment)
• Sections 5 (Intellectual Property), 6 (Confidentiality), 8 (Limitation of Liability), 9 (Indemnification), 11 (Dispute Resolution), 12.3 (Data Retention), and 14 (General Provisions), together with accrued payment obligations under section 4, survive termination

10.4 Deposits, Cancellations and Refunds

For assessment engagements, a deposit of 50% of the fee is payable on booking. Deposits and prepaid fees are handled as follows:

• If we cancel an engagement or terminate for convenience, you receive a full refund of all unearned prepaid amounts, including the deposit
• If you cancel more than 5 Business Days (as defined in section 14.8) before the scheduled on-site day, you receive a full refund
• If you cancel between 2 and 5 Business Days before the scheduled on-site day, you receive a refund less costs we have reasonably incurred and documented
• If you cancel less than 2 Business Days before the scheduled on-site day, we will first offer one free reschedule within 60 days; if you decline, the deposit is retained as a genuine pre-estimate of preparation work performed and lost booking capacity
• In no case do we retain more than the deposit under these cancellation tiers

On any termination other than for your breach, prepaid fees for services not yet performed are refunded or credited. For ongoing support subscriptions, no refund is provided for the billing period in which cancellation takes effect, subject to the above and to your rights under the Australian Consumer Law.

11. Dispute Resolution

11.1 Good Faith Negotiation

The parties shall first attempt to resolve any dispute through good faith negotiation between appropriate representatives for 10 Business Days from written notice of the dispute.

11.2 Mediation

If negotiation does not resolve the dispute within 10 Business Days, either party may refer the dispute to mediation before a mediator appointed by the Queensland Law Society, 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 either party from seeking urgent injunctive or other equitable relief at any time.

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 our Privacy Policy. The Privacy Policy describes our data handling practices and is provided for your information; it does not form 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 handle personal information on your behalf (e.g., during system implementation involving your customer data), we handle it in accordance with our Privacy Policy and this section 12, and use it solely to deliver the agreed services, except that we may retain records under section 12.3 and use anonymised, de-identified insights under section 5.4.

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. Unused hours may be carried over to the following month only (a one-month rollover); they do not accumulate beyond that unless agreed in writing
• Response times are during business hours (Monday-Friday, 9am-5pm AEST, Brisbane time)
• Emergency support outside business hours is available at premium rates if pre-arranged
• Support subscriptions renew automatically unless cancelled in accordance with section 10.1 (30 days' written 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, 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. This clause does not relieve a party of any obligation to pay amounts due for services already performed.

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 by email - to us: info@rapid-developments.com.au; to you: the nominated contact email for the engagement. A notice is deemed received the next Business Day after sending unless the sender receives a delivery-failure message. "Business Day" means a weekday other than a Queensland public holiday, Brisbane time (AEST).

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."

15. Contact Information