SCHEDULE B: ONBOARDING AND BUILD TERMS
This Schedule forms part of the Rev-Raise Master Client Terms and applies where your Engagement includes a build. Defined terms have the meaning given in clause 1 of those Terms.
1. SCOPE
1.1 Your build scope is the itemised list of deliverables in your Proposal. Anything not on that list is not in scope.
1.2 Where the deliverable is a Specification, we write the specification and your team builds it. We do not build in your platform unless your Proposal says we do.
2. PAYMENT
2.1 Build fees are payable in full on acceptance of your Proposal unless your Proposal states otherwise.
2.2 Work begins on receipt of payment.
2.3 GST applies under clause 5.1 of the Master Terms.
3. TIMELINE
3.1 Indicative build timelines are stated in your Proposal.
3.2 Timelines depend on your responsiveness. Where we are waiting on information, assets or approvals from you, the timeline extends by the period we are waiting.
4. WHAT WE NEED FROM YOU
4.1 You must provide business information, assets, access and approvals within 5 Business Days of each request.
4.2 You must name an Authorised Representative under clause 9 of the Master Terms before any content is deployed.
5. THE ENGAGEMENT REGISTER
5.1 Completed deliverables are recorded in the Register with their stated values and the date each was delivered.
5.2 The Register is what determines value earned. Clauses 9 and 10 are calculated against it.
5.3 The Register is available to you on request at any time.
6. CHANGES DURING THE BUILD
6.1 Small adjustments within an existing deliverable are included.
6.2 New deliverables, or changes that materially alter a deliverable, are quoted separately and require written approval before we start them.
7. GO-LIVE SIGN-OFF
7.1 Go-Live requires written confirmation from your Authorised Representative that the build is delivered and operating.
7.2 Deemed Go-Live. Where we request Go-Live sign-off and you do not respond within 10 Business Days, despite at least two written reminders, Go-Live is deemed to have occurred on the 10th Business Day, provided that: every deliverable in the scope is recorded as complete in the Register or listed as an outstanding item in the sign-off request; you have been given working access to the System to test it; no material defect you reported in writing remains unfixed; and the delay was not caused by us. Only immaterial items may remain outstanding at a deemed Go-Live, and they stay on the Register until delivered.
7.3 Deemed Go-Live has consequences and we are stating them here rather than leaving them in another Schedule. On Go-Live, deemed or actual:
(a) the 30 free days of subscription service start, under Schedule A clause 5; (b) your first paid subscription month begins on the 31st day after; (c) the defect period in clause 8 starts; and (d) the build is complete for the purposes of the Register.
7.4 We will confirm a deemed Go-Live to you in writing on the day it occurs.
8. DEFECTS AND RECTIFICATION
8.1 For 30 days after Go-Live, we will fix, at no charge, anything that does not work as specified in your Proposal.
8.2 This covers workflows that do not fire, automations that fail, integrations that break, messages that do not send and configurations that do not match the specification.
8.3 It does not cover new requirements, changes of mind, changes you make yourself, failures caused by a third-party platform, or content decisions.
8.4 If we cannot tell whether something is a defect or a new requirement, we will treat it as a defect. Getting that judgement wrong in your favour costs us less than arguing about it.
8.5 After 30 days, ongoing fixes are covered by your subscription allowance or quoted separately.
8.6 The 30-day period is our free rectification promise. It does not limit your rights under the Australian Consumer Law, any claim for work not performed with due care and skill, or any defect that could not reasonably have been discovered within the period.
9. IF YOU CANCEL DURING THE BUILD
9.1 You may cancel a build at any time by written notice.
9.2 On cancellation:
(a) deliverables recorded as completed in the Register are earned and are not refundable; (b) work in progress on a deliverable not yet complete is charged at the proportion of that deliverable actually completed, assessed reasonably and shown to you; and (c) the balance of fees paid for deliverables not started is refunded within 14 days.
9.3 We will give you the Register and the calculation in writing within 10 Business Days of your notice.
9.4 Off-boarding then proceeds under clause 12.
10. IF WE CANNOT CONTINUE
10.1 If we cannot continue a build for any reason, we will tell you immediately.
10.2 We will refund the full value of every deliverable not completed in the Register, within 14 days.
10.3 We will provide the specification and documentation for completed deliverables so that another provider can continue, and clause 12.3 applies to what you receive.
11. UNRESPONSIVE ENGAGEMENTS
11.1 Where you are unresponsive for 30 days despite at least two written follow-ups, we may close the engagement.
11.2 Closure under this clause is treated as cancellation by you under clause 9.
11.3 We will send a final written notice at least 10 Business Days before closing an engagement under this clause.
12. OFF-BOARDING AND DATA SEPARATION
Read this before you buy, not after. It is also stated in your Proposal.
12.1 What you keep
- Your contact database, including custom fields, tags, notes, conversation history and appointment history.
- All of your business data, customer records and transaction records.
- Any content, assets, images and copy you created or supplied.
- Everything licensed to you under Class 2 and Class 3 of Schedule D, permanently. That includes your Client Playbook.
12.2 What you do not keep
- The Systems themselves. Workflows, automation structures, funnel and pipeline architecture, AI configurations and scripts, and sequence and template structures.
- Anything licensed under Class 1 or Class 4 of Schedule D.
- Any Confidential Material listed in Schedule D clause 9.
These are live Systems we host, operate and maintain. They are a service. Your licence to them runs while your Engagement runs and ends when it ends. That is the deal, it is priced accordingly, and it is why the subscription costs what it does rather than what a software seat costs.
12.3 What we give you, and when
12.3.1 Within 30 days of termination we will provide, at no charge, a complete export of your data, being structured records in CSV or JSON format, files and media in their native format within a ZIP archive, and a manifest identifying the fields and files provided, containing:
(a) all contacts, with every custom field, tag and note; (b) full conversation history, including email and SMS; (c) appointment and booking history; (d) transaction and payment records held in the Systems; and (e) any files and assets you uploaded.
12.3.2 We will provide this within 10 Business Days of your request, and we will confirm in writing when it is complete.
12.3.3 Access to the Systems is maintained for 30 days from termination, so you have time to check the export before access ends.
12.3.4 Where you need longer, ask. We will not unreasonably refuse a short extension at a reasonable holding fee.
12.3.5 After access ends, we retain your data for 90 days and then delete it, unless you ask us in writing to delete it sooner or to hold it longer.
13. NON-REPLICATION
13.1 Non-replication is governed by Schedule D clause 7.
13.2 For the avoidance of doubt, and because this has been misread before: nothing in this Schedule or in Schedule D prevents you from building your own workflows, sequences, funnels, follow-up or automation after your Engagement ends, or from operating your own Client Playbook under Class 3. What is protected is the Confidential Materials, listed specifically in Schedule D clause 9.
14. DATA IMPORT
14.1 Migration of your data occurs after workflows go live, so that imported contacts do not trigger sequences before the System is ready.
14.2 You warrant that every contact you provide for import was lawfully collected and that you hold the consents required under the Spam Act 2003 (Cth) and the Privacy Act 1988 (Cth). Clause 9.3 of the Master Terms applies.
15. THIRD-PARTY ACCOUNTS AND LICENCES
15.1 Some builds require accounts, licences or subscriptions held in your own name, including advertising, payment, telephony, domain and storefront providers.
15.2 Those accounts, their fees and their compliance are your responsibility under clause 13.4 of the Master Terms.
15.3 We will tell you what is required before we start.
16. CONTACT
Rev-Raise Group Pty Ltd ABN 45 691 400 594 Brisbane, QLD, Australia [email protected]
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