MASTER CLIENT TERMS

Rev-Raise Group Pty Ltd trading as Rev-Raise | ABN 45 691 400 594 | Version 3.1 | 13 September 2026

PREAMBLE

These Terms govern every paid engagement with Rev-Raise, whether you sign a Service Agreement or buy through our website checkout. They are not the terms for using our website. If you are only browsing the site, using a free tool, or enrolled in a free course or community, the Website Terms of Use at rev-raise.com/terms-website apply to you instead, and nothing in these Terms applies to you.

Which Schedules apply to you. Only the Schedules expressly identified in your Service Agreement apply to your Engagement. For a checkout purchase, your Service Agreement is the recorded order or checkout acceptance, and it identifies the Schedules that apply to that purchase. A Schedule is not brought in by implication, and no Schedule brings in another, except in the four cases set out below the list. The Schedules are:

Schedule A, Subscription Terms: rev-raise.com/terms-subscriptions
Schedule B, Onboarding and Build Terms: rev-raise.com/terms-builds
Schedule C, Training and Events Terms: rev-raise.com/terms-training
Schedule D, Intellectual Property and Licensing: rev-raise.com/terms-ip
Schedule E, Multi-Site and Network Licence: rev-raise.com/terms-licence
Schedule F, Baseline, Measurement and Guarantee: rev-raise.com/terms-guarantee
Schedule G, Implementation: rev-raise.com/terms-implementation
Schedule H, Enablement Services: rev-raise.com/terms-enablement
Schedule I, Facilitator Accreditation Standard: rev-raise.com/terms-accreditation
Schedule J, Data Processing: rev-raise.com/terms-data

Schedule F where Schedule E applies. Where Schedule E applies to your Engagement, Parts 1, 2, 2A and 2B of Schedule F apply automatically, whether or not Schedule F is separately identified in your Service Agreement. Part 3 of Schedule F applies only where your Service Agreement expressly states that a guarantee is given. For every other Engagement, Schedule F applies only where your Service Agreement expressly selects it.

Schedule J whenever we process personal information for you. Schedule J applies whenever we process personal information, recordings, employee information, reporting data, New-Hire records or your customers' data for you, whether or not it is identified in your Service Agreement, and no selection in a Service Agreement switches it off while that processing is happening.

Schedule H with every Method Licence. Schedule H applies to every Method Licence, whether or not identified in your Service Agreement. Part 6 of Schedule C applies to a Method Licence only where your Method Licence Agreement, or a later Change Order, expressly selects New-Hire Installation.

Schedule D in every Engagement. Schedule D applies to every Engagement, whether or not it is identified in your Service Agreement, and is included in every signing pack and linked at every checkout.

Which document wins. Where two documents cannot both be complied with, the order is:

a Variation or Change Order made after your Service Agreement;
your Service Agreement, together with any Module attached to it;
a Proposal, but only where your Service Agreement expressly incorporates it, and then only for the scope, deliverables and commercial values expressly assigned to it. Where an incorporated Proposal conflicts with the Service Agreement, the Service Agreement wins;
the applicable Schedule. Where more than one Schedule applies to the same deliverable, the Schedule that is specific to that deliverable wins for that deliverable, and Schedule D governs every question of ownership and licensing;
these Terms;
anything else, including a proposal that is not expressly incorporated, emails, general booking pages, marketing material, our Refunds page and our Legal Hub. Those have no operative effect and cannot create, change or remove an obligation, except for a term that forms part of a checkout Service Agreement under clause 4.3.

A Schedule that adds something these Terms do not mention is not in conflict with these Terms. Both apply.

Four things sit above that order and cannot be changed by a Service Agreement, a Module, a Proposal, a Schedule or a Variation: your rights under the Australian Consumer Law and the savings wording that protects them; the ownership position in Schedule D; this priority rule itself; and anything a law requires to be in a particular form.

1. DEFINITIONS

Accreditation Standard means Schedule I, the Facilitator Accreditation Standard.

Authorised Representative means a person you name in writing as having authority to approve Deployed Content and give instructions on your behalf under clause 10.

Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.

Change Order means a signed change to the scope of an active Service Agreement that refers to it. A Site Addition is a Change Order.

Client, you and your mean the person or business named as the client in a signed Service Agreement or, for a checkout purchase, the purchaser recorded in the order or checkout acceptance. Where you hold a Licence, you are also the Licensee.

Client Playbook means the sales playbook, scripts, journey maps, form and field specifications, offer mechanics, standard operating procedures, manager run-sheets and checklists, and written messages we build specifically for your business, including under The Rebuild, The Specification or Phase 3 of an Implementation under Schedule G, and any other deliverable your Service Agreement expressly designates as Class 3 Client Playbook.

Confidential Information means information of either of us that is by its nature confidential, is marked or described as confidential, or would reasonably be understood to be confidential, and includes our Confidential Materials.

Confidential Materials means the materials identified as Confidential Materials in Schedule D. Schedule D contains the controlling definition and list.

Deployed Content means any content, message, campaign, page, sequence, script or communication that goes live through Systems we build or operate for you.

Early-Exit Implementation Adjustment means the adjustment of that name set out in a Method Licence Agreement. It applies only where an actual implementation reduction was separately given to you, and never where we cause the ending.

Enablement Services means the services identified in your Service Agreement from those described in Schedule H, and governed by Schedule H.

Engagement means the supply of services or products by us to you under a Service Agreement. An Engagement may contain more than one Service Line.

Engagement Register or Register means the record described in clause 9.

Facilitator means an individual you nominate and we approve to deliver the Method at a Site under Class 4 of Schedule D, and who is accredited under Schedule I. In these Terms and the Schedules, an accredited Facilitator is a Facilitator.

Facilitator Deed means the deed a Facilitator signs before receiving any Class 4 material, as described in Schedule D.

Facilitator model means the arrangement, selected in your Service Agreement, under which an accredited Facilitator delivers the Method at each Site under Class 4 of Schedule D and Schedule I.

Fees means the amounts payable under your Service Agreement, exclusive of GST unless expressly stated otherwise.

Go-Live means written confirmation that a build is delivered and operating, or deemed confirmation under Schedule B.

GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Implementation means the work described in Schedule G.

Implementation Sign-Off means written confirmation, or deemed confirmation under Schedule G, that Implementation is complete.

Intellectual Property Rights means all intellectual property rights anywhere in the world, whether registered or not, including copyright, trade marks, designs, patents, circuit layouts, confidential information and know-how.

Licence or Method Licence means the licence of the Method granted under a Method Licence Agreement, including a Licence under Schedule E. Licensee means the party to whom a Licence is granted.

Licensed Materials means anything we provide to you under a licence granted in Schedule D.

Licensed Site means a Site listed in your Method Licence Agreement or, where Schedule E applies, in the Site Schedule maintained under Schedule E.

Materials means anything we or you provide in connection with an Engagement, including documents, recordings, templates, data and system configurations. Schedule D divides Materials into the classes it defines.

Method Licence Agreement means a signed agreement under which we license the Method to you.

Module means a document identified as a Module and attached to a Service Agreement. A Module forms part of the Service Agreement it is attached to. Only a Module that is selected and attached with its complete approved body applies.

New-Hire Installation means the onboarding and training service for new members of your team, described in Schedule C.

Notice means a notice given in writing under clause 24.2.

Notice-period fee means Fees for the unexpired part of a notice period longer than 30 days, or Fees for any period after services stop being supplied. Fees for services actually supplied during a notice period are not a notice-period fee and remain payable.

Permitted User means a person or legal entity permitted to use Licensed Materials through the Licensee, being the Licensee, a related body corporate of the Licensee, or the operator of a Licensed Site, including a franchisee, as set out in the Method Licence Agreement and, where it applies, Schedule E. A Permitted User uses Licensed Materials only for its own Licensed Site and only within the licence classes Schedule D grants, and has no right to sell, sub-license or otherwise supply the Method or the Licensed Materials to anyone else. Each operating entity that is not the Licensee must sign the Permitted User Undertaking (document C01a) before it receives any Licensed Materials. A Permitted User is not a party to the Engagement, and the Licensee is responsible for each Permitted User's compliance as if the Licensee had acted itself.

Personal Information has the meaning given in the Privacy Act 1988 (Cth).

Proposal means a written proposal or quote given by us. A Proposal has no operative effect unless a Service Agreement expressly incorporates it, and then only for the scope, deliverables and commercial values expressly assigned to it.

Rev-Raise, we, us and our mean Rev-Raise Group Pty Ltd ABN 45 691 400 594, trading as Rev-Raise.

Schedule means a schedule to these Terms identified in your Service Agreement, together with Schedule D in every Engagement, Schedule H with every Method Licence, Part 6 of Schedule C where New-Hire Installation is selected, Parts 1, 2, 2A and 2B of Schedule F wherever Schedule E applies, and Schedule J whenever it applies, as set out in the Preamble.

Service Agreement means:

(a) a signed agreement between you and Rev-Raise that incorporates these Terms, including a Method Licence Agreement, together with any Module attached to it and any Variation, Change Order or Site Addition made under it; or

(b) for a checkout purchase, the recorded order or checkout acceptance that identifies these Terms, the applicable Schedules and the product purchased, together with any specific booking, rescheduling or credit term forming part of it under clause 4.3.

A Service Agreement records the commercial values for your Engagement and identifies the Schedules that apply.

Service Line means one of the following, each of which is a separate agreement with its own term, its own licence and its own end date:

the Method Line, being sales methodology training, consulting, Client Playbook development, licensing of the Method, and anything delivered under Schedule C, E, F, G, H or I;
the Systems Line, being builds, configuration, automated processing, hosting and operation of Systems, and anything delivered under Schedule A, or under Schedule B unless the Service Agreement assigns it to the Method Line.

Where an Engagement covers both Service Lines, they remain separate for term, termination and licensing, even where they are quoted, invoiced or paid as one amount. Clause 20 governs what happens when one ends and the other continues.

Site means a single business venue, or a separately configured account within the Systems, operated under your Engagement.

Site Addition means a signed Change Order adding a Site to a Licence.

Subscription Contract means a Service Agreement under which a subscription is supplied and renews or continues until ended.

Systems means the infrastructure, workflows, automated processes and configurations we build and operate for you.

Term means the period of your Engagement stated in your Service Agreement, including any renewal.

Termination Date means the date an Engagement or a Service Line ends.

The Deliberate Sale or the Method means the sales methodology developed by Rev-Raise and owned by, or exclusively licensed to, Rev-Raise, including its structure, sequence, internal mechanics and supporting materials.

Training Deliverable means a deliverable expressly identified as a Training Deliverable in your Service Agreement.

Variation means a written change to a Service Agreement signed by both of us after that Service Agreement was made, identifying what it changes.

2. ACCEPTANCE, AUTHORITY AND SIGNING

2.1 These Terms bind you from the earliest of the date you sign a Service Agreement, the date you accept terms at checkout, and the date you pay an invoice, deposit or fee for an Engagement.

2.2 Payment alone is acceptance only where the applicable terms were properly presented to you before payment. Where they were not, payment is not acceptance and we will present the terms and ask you to accept before we start.

2.3 Checkout purchases. Where you buy at checkout, we will: show a required, unticked acceptance box immediately before payment; link and identify these Terms and each applicable Schedule by title, version and date; show the key subscription, cancellation and refund information before you accept; keep a record of who purchased, when they accepted, what they bought and which versions they accepted; and send you a copy or confirmation after purchase. That record is your Service Agreement for the purchase.

2.4 Signed engagements. Where you sign, your signing pack contains the Service Agreement, these Terms, every Schedule that applies to your Engagement and every Module selected, each in full and each showing its title, version and date. Schedules that do not apply are not included. Links may be added for convenience but do not replace the documents, and the completed signed pack is kept as one record.

2.5 Telephone and other recorded acceptance. Where a Service Agreement is made by telephone or by another recorded electronic method, we will give you these Terms, the applicable Schedules and the key price, subscription, cancellation and refund information before you are bound, keep a record of your acceptance and the versions accepted, and send you a copy or confirmation. Where the sale is an unsolicited consumer agreement within clauses 2.8 and 2.9, it does not proceed until we have given you the notice and cancellation form the law requires.

2.6 A Service Agreement may be signed electronically and in counterparts. Each of us warrants to the other that the person signing or accepting has authority to bind the party they act for. Services are for people aged 18 or over with legal capacity.

2.7 Business contracts and the unsolicited agreement rules. Part 3-2 Division 2 of the Australian Consumer Law regulates unsolicited consumer agreements and gives a cooling-off period. Regulation 81(1)(a) of the Competition and Consumer Regulations 2010, made for section 69(4) of the Australian Consumer Law, provides that a business contract is not an unsolicited consumer agreement, and regulation 81(2) defines a business contract as "an agreement for the supply of goods or services not of a kind ordinarily acquired for personal, domestic or household use or consumption". Our sales methodology training, sales consulting, sales process design, Client Playbook development, system configuration, automated processing, build and subscription services are not of a kind ordinarily acquired for personal, domestic or household use or consumption. They are bought by businesses to change how those businesses sell. Agreements for those services are business contracts, and Part 3-2 Division 2 does not apply to them.

2.8 Where those rules can apply. Clause 2.7 does not cover everything we sell. Where an individual buys a seat at a public event, or a recorded course, for their own use, we do not assert that the agreement is a business contract. For those purchases the unsolicited agreement rules can apply, but only where all of the following conditions are met:

(a) we approached you;

(b) the negotiation happened either in person somewhere that is not our premises, or by telephone;

(d) the price is more than $100, or cannot be worked out when the agreement is made.

Buying through our website checkout, by email, or at our premises does not by itself meet those conditions.

2.9 Where the conditions in clause 2.8 are met, you may cancel from the day the agreement is made until the end of the 10th business day after that day or, where the agreement was negotiated by telephone, the 10th business day after the day we give you the agreement document. The law extends that period in some cases. You may cancel orally or in writing, in any form, for any reason or none, and you owe us nothing. We will not supply the services and will not accept or require any payment during that period. We will tell you at the time that this clause applies and give you the cancellation notice the law requires.

2.10 Nothing in clauses 2.7 to 2.9 reduces any right you have under Part 3-2 Division 2 of the Australian Consumer Law.

3. WHAT WE SUPPLY

3.1 We install a sales method called The Deliberate Sale™. It has three installation targets: your people, your existing systems, or systems we operate.

3.2 Depending on your Service Agreement, an Engagement may include sales methodology training and consulting, sales process design, system configuration, automated processing of sales and customer communications, lead management infrastructure, and ongoing operation and optimisation.

3.3 We may use employees and contractors to deliver. We remain responsible for the work.

3.4 We do not provide legal, financial, tax, medical or investment advice, and nothing we deliver is advice of that kind.

3.5 Changes to how we deliver. We may make reasonable changes to scheduling or to how a service is delivered only where we give you reasonable notice, the change preserves the same value and substance, it does not materially reduce what is included, and we consider any reasonable objection you make and work with you towards a suitable alternative. We will not materially reduce the included Enablement Services without your agreement. Where no suitable alternative is agreed, the affected service and its Fee are adjusted.

3.6 Your exit right after a material delivery change. If you object in writing within 10 Business Days of our notice of a material change to delivery, and no equivalent alternative is agreed within 20 Business Days of your objection, you may end the affected service, with its Fee reduced by its stated value, or, where the Licence as a whole is affected, the Licence, on 30 days notice. No early-release amount, notice-period fee or Early-Exit Implementation Adjustment is payable on an ending under this clause.

4. SCOPE AND INCORPORATED DOCUMENTS

4.1 Your scope is what your Service Agreement says it is, together with any Module attached to it, and any Proposal the Service Agreement expressly incorporates for the scope, deliverables and commercial values assigned to it. Anything not included that way is not in scope.

4.2 Except for a checkout purchase under clause 2.3, nothing on our website, in a general proposal, in marketing material or on a general booking page is an offer capable of acceptance, and none of those changes your Service Agreement. Publishing a term, including a credit, does not by itself make it part of any contract.

4.3 Terms presented before checkout. A specific booking, rescheduling or credit term that is expressly presented to you and accepted by you before checkout forms part of that checkout Service Agreement.

4.4 Your Service Agreement states which Service Line each deliverable belongs to. Where it does not, a deliverable delivered under Schedule C, E, F, G, H or I belongs to the Method Line, a deliverable delivered under Schedule A belongs to the Systems Line, and a deliverable delivered under Schedule B belongs to the Systems Line unless the Service Agreement assigns it to the Method Line.

4.5 You may buy one Service Line or both. Buying both does not merge them. They may be quoted and invoiced as a single amount and they remain separate agreements for term, termination and licensing.

4.6 Work starts after your Service Agreement is signed or accepted and any payment required before work starts has been received.

5. FEES, GST AND PAYMENT

5.1 All Fees are in Australian dollars and are exclusive of GST unless expressly stated otherwise. GST is payable in addition at the applicable rate and is shown separately on every invoice.

5.2 Payment period. Invoices are payable within 7 days of the invoice date, unless your Service Agreement selects a different period. A Service Agreement may select 7, 14 or 30 days. A checkout purchase is paid at checkout.

5.3 Payment is by direct bank transfer or by card through our payment processor. We do not store card details.

5.4 Fees accrue whether or not you use the services and Systems provided, subject to clause 7 where a service is suspended.

5.5 Late payment may attract interest at 1% per month, or the maximum permitted by law if lower, together with reasonable actual recovery costs, unless your Service Agreement says otherwise.

5.6 Fees for work already delivered are not refundable, except as set out in these Terms and the Schedules, and except where a refund is required by law. The refund position for each product is in the Schedule that governs it. The Refunds page describes those positions and does not change them.

5.7 Your statutory rights are not affected. Nothing in clause 5.6, or anywhere else in these Terms, excludes, restricts or modifies the consumer guarantees under the Australian Consumer Law or any remedy you have for a failure to comply with them. Where a term would do that, it applies only so far as the law allows and does not otherwise operate. A service credit given under a Schedule is in addition to your statutory rights and is not your only remedy.

5.8 Where we cause the ending. Where we cannot provide part of what your Service Agreement includes, the affected service and its Fee are adjusted, and the rest of the Engagement continues. No early-release amount, notice-period fee or Early-Exit Implementation Adjustment is payable where we cause an Engagement or Service Line to end, including where you end it for our unremedied breach under clause 19.2, under clause 3.6, clause 14.3, clause 21.2, clause 22.3 or clause 24.1, or under a Schedule that gives you an exit because of our failure.

6. INVOICE QUERIES, DISPUTES AND CHARGEBACKS

6.1 If you believe an invoice is wrong, tell us in writing within 14 days of the invoice date. We will investigate and respond within 10 Business Days. Raising a query later does not prevent you from raising it; it may take longer to resolve. Our internal invoice and payment query process is available for 90 days after a charge.

6.2 A genuine, specific, written dispute about an amount pauses enforcement for the disputed amount only. The rest of the invoice remains payable and clause 7 continues to apply to it.

6.3 If you dispute a charge, please raise it with us before contacting your card issuer, because we will always try to resolve it directly. A chargeback is not treated as lacking a genuine basis merely because you did not contact us first. A chargeback on its own, without particulars showing a genuine dispute, does not pause enforcement under clause 7. Where a chargeback is later found to have no basis, you are liable for the disputed amount, the chargeback fee and reasonable actual recovery costs.

6.4 Nothing in this clause affects your rights under the Australian Consumer Law or under your card scheme's rules.

7. FAILED PAYMENT, SUSPENSION AND ENDING FOR NON-PAYMENT

7.1 This clause applies to one Service Line at a time. A failure to pay an amount attributable to one Service Line is dealt with under this clause for that Service Line only, and clause 20 governs the other.

7.2 Day 1. If a payment fails or an amount is overdue, we notify you, retry the payment and give you one written notice. That notice is both:

(a) the written breach notice that starts the 14-day remedy period under clause 19.2; and

(b) the suspension notice required by this clause 7.

It states the amount outstanding, the reasons, the Day 10 and Day 14 dates, and the earliest date on which we could terminate.

7.3 Day 3. We retry the payment and notify you.

7.4 Day 5. We make a final retry and give a final suspension warning. That warning states that automated messages to your customers stop on the Day 10 date stated in the Day 1 notice, and how to ask for an export of your own data.

7.5 Day 10, or if later the sixth Business Day after you receive the Day 1 notice. If an amount attributable to the Systems Line is still unpaid, we may suspend the Systems and lock access to them. We will still provide an export of your own data on request.

7.6 Day 14, or the next Business Day if that is not a Business Day. If an amount attributable to the Method Line is still unpaid, we may suspend Method delivery and access, meaning scheduled meetings, reporting, hosted New-Hire Installation, access to Class 4 materials under Schedule D, and our support for delivery by your accredited Facilitators. The Licence itself is not suspended, and your rights in Class 2 and Class 3 materials under Schedule D are not affected.

7.7 Failure to pay an undisputed amount within 14 days after the Day 1 notice is a material breach. We may terminate only after that 14-day period has fully expired.

7.8 Fees continue to accrue during a suspension caused by non-payment. If a suspension reaches 30 days, we must do one of three things: terminate the affected Service Line, reinstate it, or stop charging for the suspended component.

7.9 Where Method delivery was withheld and the Engagement is reinstated, we provide equivalent catch-up delivery or credit the stated value of the service not delivered. Where the Engagement ends, that value is credited against the amounts payable on termination.

7.10 Access is restored within 1 Business Day after cleared payment of all overdue undisputed amounts.

7.11 What you owe if we terminate for non-payment during a minimum term or longer notice period. Overdue amounts, Fees to the Termination Date, any early-release amount payable under your Service Agreement or the applicable Schedule, calculated as if you had given notice of early exit on the Termination Date, plus GST, interest under clause 5.5, and reasonable actual recovery costs. There is no double recovery, and Fees paid for an overlapping notice period are credited against the early-release amount. An Early-Exit Implementation Adjustment applies only where an actual implementation reduction was separately given to you.

7.12 We may also suspend a service immediately, and tell you why the same day, where there is a serious risk to the security or lawful operation of Systems we operate.

8. WHAT WE NEED FROM YOU

8.1 You agree to give us accurate and timely information, materials, access, decisions and approvals by the dates recorded in your Service Agreement or agreed with us; to make sure the content and assets you give us do not infringe anyone's rights; to comply with the laws that apply to your use of the Systems; not to use the Systems for spam, deception or unlawful activity; to keep your access credentials secure and tell us promptly if they are compromised; and to name an Authorised Representative under clause 10 and keep that nomination current.

8.2 If something we need is late. We give you written notice identifying what is outstanding and allow 5 Business Days to provide it. Delivery dates extend by the resulting delay and we are not responsible for that delay. Where Go-Live, Implementation Sign-Off or commencement would have happened but for the missing item, recurring Fees start on the later of the scheduled date and the end of that 5 Business Day period.

8.3 Clause 8.2 applies only where we have completed our own work and given you working access to everything that can be delivered without the missing item. We complete the remaining work when you supply what is required. We may agree a different arrangement with you in writing.

9. THE ENGAGEMENT REGISTER

9.1 We maintain an Engagement Register for your Engagement. It itemises deliverables and their values as they are completed, the date each item was delivered, and the approvals given under clause 10.

9.2 The Register is available to you on request and is the record of work performed. Where a Schedule calculates a refund, a credit or an amount earned against the Register, that Schedule governs the calculation.

9.3 Your right to dispute an entry. You may dispute any entry in the Register by telling us in writing within 20 Business Days of receiving it. We will show you our working for that entry, and where we cannot substantiate an entry we correct it. Neither of us may rely on a disputed entry while the dispute is being dealt with.

9.4 Where another document in your Engagement provides for something to be deemed complete or signed off if you do not respond, the dispute process in clause 9.3 applies to that deeming.

10. CONTENT APPROVAL AND YOUR AUTHORISED REPRESENTATIVE

This clause decides who is responsible for what goes out under your name.

10.1 Your Authorised Representative. At onboarding you must name in writing at least one Authorised Representative with authority to approve Deployed Content for your business. You may change or add an Authorised Representative by written notice, effective when we acknowledge it. We are entitled to rely on an approval or instruction from an Authorised Representative as an approval or instruction from your business until you tell us in writing that the person no longer holds that authority. If you do not name one, the person who signed or accepted the Service Agreement is the Authorised Representative.

10.2 Nothing goes live without written approval. All Deployed Content must be approved in writing by your Authorised Representative before it goes live. This includes email and message sequences, pages, funnels, forms, advertising copy, conversation scripts, offers, prices shown to your customers, social content, and any automated message that will reach a person. Approval by email, or through an approval function in the Systems, is written approval. Content you supply, or direct us to deploy in a specific form, is taken to be approved by you. Once approved, content may be deployed and re-deployed within the same Systems for the same purpose without further approval until you tell us to change or stop it. Approvals are recorded in the Register.

10.3 What you are responsible for. You are responsible for the business facts, product claims, prices, consents, industry-specific compliance and final approval of all Deployed Content, and for every material you supply. You warrant that, for everything you approve or supply:

(a) it is accurate and not misleading or deceptive, and you hold reasonable grounds and evidence for every claim of fact, performance, result, price, saving or comparison in it, held at the time the content goes live and kept for at least 2 years, so that it can be produced within 21 days if a substantiation notice is issued under section 219 of the Australian Consumer Law;

(b) it complies with the Australian Consumer Law, including the prohibitions on misleading or deceptive conduct, false or misleading representations, and unsubstantiated claims;

(c) it complies with the Spam Act 2003 (Cth), including that you hold valid express or inferred consent for every recipient, that you keep records of that consent, that the sender is accurately identified, and that unsubscribe requests are honoured within five business days, calculated under clause 6 of Schedule 2 to the Spam Act 2003 (Cth) as business days at the place to which the request or message was sent, not the Business Days defined in these Terms;

(d) every contact list you provide or direct us to use was lawfully collected and contains no purchased, rented, scraped or harvested addresses or numbers;

(e) where a list is used for telemarketing, it has been checked against the Do Not Call Register within the 30 days ending on the day of each call and re-checked at least every 30 days, noting that a mobile number used mainly for private purposes can lawfully be registered even where it also appears on a business listing;

(f) it complies with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in relation to your customers' personal information;

(g) it complies with every code, standard, licence and regulation that applies to your industry;

(h) it does not infringe anyone's Intellectual Property Rights, moral rights or confidentiality;

(i) it contains no testimonial, review, endorsement or case study that is not genuine or that you do not hold written consent to use. Under section 29(2) of the Australian Consumer Law a testimonial is presumed to be misleading unless evidence to the contrary is produced, so you must hold the evidence and the consent before the content goes live; and

(j) any call or session recording you give us was made lawfully, each participant was told it was being recorded before recording began, any consent the law requires was obtained, and a non-recorded option was offered where the law requires one. We use a recording you give us only for the purpose agreed in your Service Agreement.

10.4 What we do, and what we do not do. We build and operate infrastructure as directed. We do not make editorial, brand, claim or compliance decisions for you unless expressly instructed in writing and paid to do so. We are not your compliance adviser and we do not verify the truth of claims you make about your business, your products or your results. Where we suggest wording, that suggestion is a draft for your consideration and does not transfer responsibility for the claim to us. Approval under clause 10.2 is what puts it live.

10.5 When we may refuse or pause content. We may refuse to build or deploy content, or suspend content already deployed, where we reasonably believe it creates a serious risk of illegality, material deception, harm to a person, security compromise or material reputational damage. Where practicable we give written reasons and 5 Business Days to respond first, and we may act immediately where delay would materially increase the risk. Doing so is not a breach of these Terms by us and everything else keeps operating. We may suspend sending where we ask for evidence of consent for a contact list and it is not provided within a reasonable time.

10.6 What we remain responsible for. Deploying what you approved and not altering approved content without your permission; our own representations; our own negligence; and our own compliance with the law that applies to us.

10.7 Allocation of loss. We accept no liability for a claim, penalty, loss or damage arising from Deployed Content that you approved, supplied or directed, or that you failed to review, and you indemnify us for those claims under clause 15. That allocation does not apply to the extent the claim or loss was caused by us departing from the approved content, making our own representation, acting negligently, breaching these Terms or contravening a law. We cannot contract out of our own obligations to a regulator: where a law makes us responsible to a regulator regardless of this clause, this clause allocates the loss between us and does not change our position with the regulator.

11. DATA, AUTOMATED PROCESSING AND YOUR CUSTOMERS

11.1 You own your business data, contact lists and customer records at all times. You grant us a licence to host, process and use that data only as necessary to deliver the services. You are responsible for keeping your own copies of source data you supply to us.

11.2 We use automated tools and automated processing to deliver the services. These may process contact information, conversation records, business data and content that you provide or that your Systems generate.

11.3 What we commit to.

(a) We do not sell your data or your customers' data.

(b) We do not intentionally use your data or your customers' data to train our own models.

(c) We do not knowingly provide your data or your customers' data to anyone for the purpose of training public or generalised models.

(d) Where a service provider we use offers a setting that stops your data being used to train its models, we enable it.

(e) Where a service provider does not offer an adequate setting, we will not provide your customers' personal information to it without first telling you and getting your written agreement.

(f) We do not promise that a service provider never uses data to improve its own services unless that provider's contract or written confirmation to us supports that promise. On request we will tell you what the relevant provider's terms say.

(g) We will provide, on request, a current list of the categories of service provider tools used in your Engagement and the countries in which they process data.

(h) On termination, your data is handled under Schedule J and, where Systems are ending, under the export and deletion provisions of the Schedule or Service Agreement that governs those Systems: Schedule B where it applies, and otherwise the off-boarding provisions of Schedule A or of your Service Agreement.

11.4 What you are responsible for. You must not provide, and must not configure Systems to collect, personal information about your customers for processing by those tools unless you hold the consents and have given the notices required under the Privacy Act 1988 (Cth) and any other applicable law.

11.5 Automated decisions. If a System we build or operate is to make, or materially contribute to, a decision that significantly affects an individual, we will tell you before it is deployed what the decision is and what information it uses, so that you can meet your own transparency obligations, and it will not go live without your approval under clause 10. Where appropriate, a person will review the decision.

11.6 Output produced with automated assistance can be wrong. Content produced that way is Deployed Content and goes through clause 10 like everything else.

11.7 Security incidents. If we become aware of unauthorised access to, or disclosure of, personal information held in Systems we operate for you, we will notify you without undue delay and in any case within 72 hours of becoming aware, with the information you reasonably need to assess your own obligations under the Notifiable Data Breaches scheme, and we will cooperate with your assessment. Schedule J extends this clause to the other incidents it lists.

11.8 You are solely responsible for transactions between you and your customers conducted through your Systems, including their payments, refunds, chargebacks and disputes. We are not a party to those transactions.

11.9 Where the detail sits. Schedule J governs personal information we process for you, including your customers' personal information, recordings, employee information, reporting data and New-Hire records, and it applies whenever that processing happens. Our Privacy Policy at rev-raise.com/privacy explains how we handle personal information generally. It is linked for notice and operational information, it is not incorporated into these Terms, and it does not create or change an obligation between us. We handle personal information to the standard of the Australian Privacy Principles. Our binding obligations about personal information are in this clause and in Schedule J.

11.10 If we change our Privacy Policy, personal information we already hold for you remains protected to at least the standard described in the version in force when your Engagement began, unless the later version gives greater protection.

12. RESULTS, GUARANTEES AND OUR DELIVERY COMMITMENT

12.1 Unless your Service Agreement expressly says otherwise in writing, we do not guarantee particular revenue, lead volumes, conversion rates or business outcomes. Business performance depends on many things outside our control, including adoption by your team, staffing, market conditions, pricing and execution, and individual results vary.

12.2 A performance guarantee is given only where your Service Agreement expressly states that one is given. It is then governed by Part 3 of Schedule F, which, with the rest of Schedule F, sets out how the baseline is established, how movement is measured, how a claim is made and what the remedy is. A commercial performance guarantee that is not given that way is not a guarantee.

12.3 Product-specific satisfaction or refund promises are different from performance guarantees. They are set out in the Schedule that governs the product and Schedule F does not apply to them.

12.4 Our delivery commitment. This clause applies to every Engagement that includes methodology training, consulting or licensing of the Method. It does not apply automatically to a Systems Line engagement. We commit that the Method will be delivered to you as documented in the materials and Schedules that apply to your Engagement. If it is not, we will, at your election, re-deliver the affected part at no cost to you, or refund the Fee paid for the affected part.

12.5 How the delivery commitment works.

(a) Period. The commitment covers any part of the Method delivered to you. The defect must appear, and your claim must be made, within 60 days after delivery of the affected part.

(b) How to claim. Tell us in writing, describing what was delivered, when, and how it differed from what was documented. Send it to [email protected], or by post to Rev-Raise Group Pty Ltd, 14 Wales Street, Margate QLD 4019. You can also call us on +61 468 055 551.

(c) What we will do. We will respond in writing within 10 Business Days after receiving the claim, telling you whether we accept it. Where we accept it, we will re-deliver the affected part or refund the Fee for it, as you elect, within 20 Business Days after you make that election.

(d) Expenses. You bear no expense in making a claim. We bear the expense of re-delivery, and of any refund. Where you reasonably incur an expense in making a claim, you may claim it by emailing the receipt or other evidence to [email protected], and we reimburse it within 20 Business Days after we receive that evidence.

(e) Who gives this commitment. Rev-Raise Group Pty Ltd trading as Rev-Raise, ABN 45 691 400 594, 14 Wales Street, Margate QLD 4019, telephone +61 468 055 551, email [email protected].

12.6 Statement required by law. Clause 12.4 is a warranty against defects for the purposes of section 102 of the Australian Consumer Law. Where the services are supplied to a consumer within the meaning of that Law, the following applies, in the words the law requires for services:

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

to a refund for the unused portion, or to 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 the unused portion of the contract.

12.7 The benefits given by clause 12.4 are in addition to other rights and remedies you have under a law in relation to the services.

13. MEASUREMENT AND PUBLICATION OF RESULTS

13.1 Where your Engagement includes a baseline under Schedule F, the baseline is agreed from your own reporting before delivery starts and movement is measured against it monthly.

13.2 You grant us the right to use and publish the results of your Engagement in de-identified form, meaning without your business name, trading names, logos, locations, Site count, or any image taken at your premises.

13.3 Naming you, or publishing anything that identifies you, requires your separate written consent, which you may give or withhold as you choose.

13.4 We will not publish your prices, your customer data or your Client Playbook in any form, with or without consent.

14. THIRD-PARTY PLATFORMS

14.1 Our services are delivered using third-party platforms, infrastructure and tools that we do not control. We are not liable for the availability, performance, changes, feature removals or price changes of any third-party platform, and platform updates may change how a System previously operated.

14.2 Where a platform change materially affects your Systems, we will use reasonable efforts to adapt them or substitute equivalent capability at no additional charge.

14.3 If a platform we rely on ceases to be available to us, we will tell you as soon as we know and work with you in good faith on a migration plan. Where we cannot provide substantially equivalent capability within 60 days, either of us may terminate the affected subscription on 30 days notice, and clause 5.6 does not prevent a refund of Fees paid in advance for services not delivered.

14.4 Accounts held in your own name with third parties, including advertising, payment, storefront, telephone and domain providers, are your responsibility, including their standing, compliance, fees and any suspension the provider imposes.

15. INDEMNITY

15.1 You indemnify us and our officers, employees and contractors against claims, losses, penalties and costs, including reasonable legal costs, to the extent caused by:

(a) Deployed Content you approved, supplied, directed or failed to review;

(b) your breach of these Terms or of a law;

(d) a claim by one of your customers arising from a transaction between you and them; or

(e) your breach of your licensing or off-boarding obligations under Schedule B or Schedule D.

15.2 The indemnity in clause 15.1 does not apply to the extent the claim or loss was caused by our departure from approved content, our own representation, our negligence, our breach of these Terms or our contravention of a law.

15.3 We indemnify you against claims that Licensed Materials or Systems we built, used as permitted by these Terms, infringe a third party's Intellectual Property Rights in Australia. This does not apply to content you supplied, to modifications you made, or to use outside the licence granted.

15.4 A party claiming under an indemnity must notify the other promptly, allow the other to conduct or participate in the defence, not settle without the other's consent (not to be unreasonably withheld), and take reasonable steps to mitigate.

16. LIABILITY

16.1 The Australian Consumer Law comes first. Certain guarantees under the Australian Consumer Law cannot be excluded. Nothing in these Terms excludes, restricts or modifies any right or remedy you have that cannot lawfully be excluded, restricted or modified.

16.2 Where section 64A of the Australian Consumer Law allows a limitation, and the services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for failure to comply with a statutory consumer guarantee is limited, at our option, to supplying the services again or paying the cost of having them supplied again. We will rely on this limitation only where it is fair and reasonable to do so.

16.3 Clause 16.2 does not apply, and we do not rely on it, for a seat at a public event bought by an individual, or a recorded course or other self-paced product bought by an individual. Those products are sold to people rather than to businesses, and your full rights under the Australian Consumer Law apply to them without qualification.

16.4 Cap. Subject to clauses 16.1, 16.2 and 16.6, the total aggregate liability of each of us to the other under or in connection with an Engagement is limited to the greater of the Fees paid and payable under that Engagement in the 12 months before the claim arose, and $20,000.

16.5 Neither of us is liable to the other for indirect, consequential, incidental or special loss, or for loss of profits, revenue, goodwill or anticipated savings, however arising. That exclusion does not apply to the reasonable direct cost of restoring data lost or corrupted by that party's breach, negligence or security failure, and the cap in clause 16.4 applies to that cost.

16.6 The cap does not apply to: a party's indemnity obligations to the extent the claim arises from that party's wilful misconduct, fraud, knowing contravention of the Privacy Act 1988 (Cth) or the Spam Act 2003 (Cth), deliberate misuse of Intellectual Property Rights, or deliberate breach of confidentiality; deliberate breach of clause 17; deliberate breach of Schedule D by you; or your obligation to pay Fees.

16.7 Nothing in this clause excludes or limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded or limited.

16.8 This clause is mutual and applies to each of us on the same terms.

17. CONFIDENTIALITY

17.1 Each of us will keep the other's Confidential Information private and use it only for the Engagement.

17.2 Confidentiality does not apply to information that is public through no fault of the receiving party, was already lawfully known, is independently developed, or must be disclosed by law.

17.3 The structure, sequence and internal mechanics of the Method are our Confidential Information. Schedule D identifies the Confidential Materials and governs the licences.

18. NON-SOLICITATION

18.1 During your Engagement and for 12 months after it ends, neither of us will directly solicit for employment or engagement any employee or contractor of the other who was materially involved in the Engagement, without the other's written consent.

18.2 General public advertising is not solicitation, and this clause does not prevent either of us from employing someone who responds to it.

19. ENDING AN ENGAGEMENT

19.1 Either of us may end an ongoing Engagement by Notice, in accordance with the notice period in the Schedule or Service Agreement that applies to the Service Line ending.

19.2 Ending after an unremedied material breach. Either of us may terminate by Notice if the other commits a material breach and has not remedied it within 14 days after receiving written notice of the breach. For non-payment, the Day 1 notice under clause 7.2 is that written notice, and termination may happen only after the 14-day period has fully expired.

19.3 Ending immediately for insolvency. Either of us may terminate immediately by Notice if the other becomes insolvent, has an administrator, receiver or liquidator appointed, or ceases to carry on business. This right is subject to any law that prevents or stays it, including sections 415D, 434J and 451E of the Corporations Act 2001 (Cth).

19.4 On termination: outstanding invoices for work delivered become immediately due; off-boarding proceeds under the Schedules applying to the Service Line ending, including, where Systems are ending, Schedule B where it applies and otherwise the off-boarding provisions of Schedule A or of your Service Agreement; and licences and materials are dealt with under Schedule D.

19.5 What survives. Clauses 5, 6, 7.9, 7.11, 9, 10.7, 11, 12.4 to 12.7, 13, 15, 16, 17, 18, 20, 21, 23.3, 23.4 and 24 of these Terms, the export, deletion and off-boarding provisions of Schedule A, Schedule B and your Service Agreement, and Schedule D in full, survive termination, together with any other provision that by its nature is intended to survive.

19.6 Missing a sales, revenue, conversion or adoption target is not itself a ground for ending an Engagement.

20. THE TWO SERVICE LINES

This clause matters where you have bought both. Read it before you sign, not when you are leaving.

20.1 We intend each Service Line to operate as a separate agreement, and the following are agreed to give effect to that intention rather than merely to describe it:

(a) Separate consideration. Your Service Agreement states the Fee attributable to each Service Line. The consideration for each is separately identified and separately payable, and neither is consideration for the other.

(b) No conditionality. Neither Service Line is conditional on the other. Performance of one is not consideration for, a condition precedent to, or dependent on, performance of the other.

(c) No cross-default. A breach of, or a right to terminate, one Service Line is not a breach of, and does not give a right to terminate, the other. Suspension of one does not suspend the other.

(d) Separate accrual and payment. Fees for each accrue and are payable independently, whether or not they are invoiced together.

(e) Severable obligations. The obligations under each are severable, and each is capable of operating on its own and would have been entered into on its own.

(f) Construction. If a question arises about whether the Service Lines are one agreement or two, this clause records that we intend and agree they are two, and each is to be construed accordingly.

20.2 You may end one Service Line without ending the other. Each ends on its own notice period under its own Schedule or Service Agreement.

20.3 Ending the Systems Line does not affect a licence granted under the Method Line. If you stop using Systems we operate, you keep your Client Playbook, your training materials and everything else licensed to you under Class 2 or Class 3 of Schedule D, permanently. Your people keep the method they were trained in.

20.4 Ending the Method Line does not affect the operation of your Systems, which keep running under Schedule A for as long as that subscription continues.

20.5 A Site that holds a Licence may separately buy a subscription. Where it does, Schedule A governs that subscription, Schedule E governs the Licence, and neither displaces the other. Ending one does not end the other except where an express provision of your Service Agreement says so.

20.6 The continuing Fee. Where one Service Line ends and a single blended Fee was being charged, the continuing Fee is the value your Service Agreement attributes to the continuing Service Line or, where your Service Agreement states a formula for that calculation, the amount that formula produces. Where the Service Lines were priced as a bundle at a discount, any recalculation of the discount follows only a formula recorded in your Service Agreement. We will tell you in writing within 10 Business Days exactly what ends, what continues and what the continuing Fee is, and show you the calculation.

21. CONTINUITY

21.1 Delivery of the Method depends on named people. Where a Service Agreement has a minimum term of 12 months or more, we maintain a delivery continuity plan and will tell you what it is on request.

21.2 If we are unable to deliver for more than 30 consecutive days for any reason, you may suspend Fees for the affected services for the period we are unable to deliver, or terminate the affected services on 30 days notice, and clause 5.6 does not prevent a refund of Fees paid in advance for services not delivered.

22. CHANGES TO THESE TERMS

22.1 The version of these Terms, of each Schedule and of any Module accepted when your Service Agreement was made continues to govern your Engagement. Each document carries its own version number and date on its face.

22.2 A later version may apply to a continuing Licence or a continuing Subscription Contract only after we give you at least 30 days written notice of it.

22.3 If you do not accept the later version, you may exit on your existing terms, by written notice before the later version takes effect, without any exit amount.

22.4 The exit right in clause 22.3 does not apply where the change is required by law or is solely for your benefit.

22.5 A fixed or completed Engagement is not changed by a later version. A Variation signed by both of us may change any Service Agreement at any time.

23. CREDITS

23.1 Purchase credits. A purchase credit is a credit of the Fee for one product against another product. The following purchase credits apply:

(a) the Fee for a Diagnostic Call, being our paid introductory diagnostic call, is credited in full against a Workshop, as defined in Schedule C, booked within 30 days of the call; and

(b) the Fee for a Recorded Course, as defined in Schedule C, is credited in full against a Public Room seat, as defined in Schedule C, booked within 12 months of purchase.

Any other purchase credit exists only where the applicable Schedule or your Service Agreement contains it, including a credit term presented and accepted before checkout under clause 4.3. Publishing a credit does not by itself create one.

23.2 Purchase credits hold no cash value, are not transferable, are not refundable and expire on the date stated.

23.3 Service credits. A service credit is a credit given under a Schedule because a service level was missed. Where a service credit cannot be applied to another invoice, it is set off against any amount you owe us, and any remaining balance is paid to you. Clause 23.2 does not apply to service credits.

23.4 Every credit is in addition to your rights under the Australian Consumer Law and is not your only remedy.

24. GENERAL

24.1 Assignment. You may not assign your Service Agreement without our written consent, which will not be unreasonably withheld. We may assign only to a genuine successor that takes over the business through which the services are delivered and can perform the Engagement, on written notice to you. If you reasonably object within 20 Business Days of our notice, you may end the affected Engagement on 30 days notice without any exit amount. Where you undergo a change of control, tell us in writing within 14 days, and Schedule D applies.

24.2 Notices. A Notice is validly given by email to [email protected] and, in your case, to the email address recorded in your Service Agreement, and is taken to be received on the next Business Day. A cancellation made through our online cancellation form at rev-raise.com/cancel is received when the form is successfully submitted. Each of us must keep its notice address current.

24.3 Entire agreement. Your Service Agreement, including any Module attached to it and, for a checkout purchase, the accepted order or checkout record, together with any Proposal it expressly incorporates, these Terms and the applicable Schedules, is the entire agreement between us for your Engagement and supersedes prior communications.

24.4 Waiver. Failure to enforce a provision is not a waiver of it.

24.5 Severance. If a provision is invalid or unenforceable it is severed and the rest continues. Where a provision would be valid if read down, it is read down rather than severed.

24.6 Governing law. These Terms are governed by the laws of Queensland, Australia, and each of us submits to the courts of that State.

24.7 Disputes. Disputes go first to good faith negotiation within 15 Business Days of written notice, then to mediation, before any court proceedings. Nothing in this clause prevents either of us from seeking urgent injunctive relief, including for a breach or threatened breach of Schedule D.

24.8 Insurance. We maintain professional indemnity, public liability and cyber liability insurance appropriate to the services we provide, and will provide evidence of cover on request.

25. CONTACT

Rev-Raise Group Pty Ltd trading as Rev-Raise, ABN 45 691 400 594
14 Wales Street, Margate QLD 4019, Australia
[email protected] | +61 468 055 551