This Schedule forms part of the Master Client Terms, and the priority rule in the Master Client Terms applies. Words defined in clause 1 of the Master Client Terms have the same meaning here.
When this Schedule applies. This Schedule applies where your Service Agreement identifies it, for the deliverables your Service Agreement itemises. It runs from acceptance until Go-Live and the end of the defect period, and again at off-boarding.
Where no System is built. Where we write a specification for your team to build, or deliver The Rebuild, and we do not build, host or operate a System for you, clauses 7, 8, 14 and 15 do not apply. Clause 12 applies only to the extent we hold data for you. Where your Service Agreement assigns that work to the Method Line under clause 4.4 of the Master Client Terms, applying this Schedule to it does not make it a Systems Line engagement.
Off-boarding. Clause 12 governs off-boarding for an Engagement this Schedule applies to. Where Systems end under an Engagement this Schedule does not apply to, clause 16 of Schedule A or your Service Agreement governs instead (Master clauses 11.3(h) and 19.4).
1.1 Your build scope is the itemised list of deliverables in your Service Agreement, together with any Proposal your Service Agreement expressly incorporates. 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 accounts or platforms unless your Service Agreement says we do.
2.1 Build fees are payable in full on acceptance of your Service Agreement unless it states otherwise.
2.2 Work begins when payment is received.
3.1 The build timeline in your Service Agreement is indicative.
3.2 Where we are waiting on something we need from you, clauses 8.2 and 8.3 of the Master Client Terms apply: we tell you in writing what is outstanding, dates extend by the resulting delay, and we complete the remaining work when you supply it.
4.1 Unless your Service Agreement sets a different time, you provide the business information, assets, access and approvals we ask for within 5 Business Days of each request.
4.2 Nothing is deployed until your Authorised Representative is named and has approved it under clause 10 of the Master Client Terms.
5.1 As each deliverable is completed, we record it in the Engagement Register under clause 9 of the Master Client Terms, with its value and the date it was delivered.
5.2 Your Service Agreement states the value of each deliverable, or an objective formula for calculating it. Where it does neither for a deliverable, that deliverable's value is its reasonable share of the build fee, based on the relative scope and effort of the itemised deliverables and our rates when your Service Agreement was made. We show you the calculation in writing, and you may dispute it under clause 9.3 of the Master Client Terms.
5.3 The Register is what clauses 9 and 10 of this Schedule are calculated against. You may dispute any entry under clause 9.3 of the Master Client Terms, and a disputed entry is not relied on while the dispute is dealt with.
6.1 Small adjustments within an existing deliverable are included.
6.2 A new deliverable, or a change that materially alters a deliverable, is quoted separately and is made by a Change Order before we start it.
7.1 Actual Go-Live. Go-Live happens when your Authorised Representative confirms in writing that the build is delivered and operating.
7.2 Deemed Go-Live. Go-Live is deemed to happen, without your written confirmation, only where all of the following are met:
(a) every deliverable in the scope is recorded as complete in the Register, or listed as an outstanding item in our written request for Go-Live confirmation, and every outstanding item is immaterial;
(b) you have had working access to the System to test it;
(c) we have sent you a written request for Go-Live confirmation and at least two written reminders;
(d) 10 Business Days have passed since the last reminder without a response from you;
(e) no material defect you reported in writing remains unfixed;
(f) you have not raised a specific dispute under clause 9.3 of the Master Client Terms (which clause 9.4 of those Terms applies to deemed Go-Live); and
(g) the delay was not caused by us.
Deemed Go-Live happens on the day after the 10 Business Days in paragraph (d) end. We confirm it to you in writing on the day it happens. Outstanding items stay on the Register until they are delivered.
7.3 What Go-Live starts. On Go-Live, actual or deemed:
(a) the defect period in clause 8 starts;
(b) the build is complete for the purposes of the Register, apart from any listed outstanding items; and
(c) where a subscription follows the build, clause 8 of Schedule A sets the free period and the first paid month.
7.4 Where Go-Live is delayed by something we need from you, clause 8.2 of the Master Client Terms sets when recurring Fees begin, except that where a subscription follows the build, clause 8.1 of Schedule A applies and the free period starts on that date.
8.1 For 30 days after Go-Live (the defect period), we fix, at no charge, anything that does not work as specified in your Service Agreement.
8.2 This covers workflows that do not trigger, 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 or your people make, failures caused by a third-party platform, or content decisions.
8.4 If it is unclear whether something is a defect or a new requirement, we treat it as a defect.
8.5 After the defect period, a fix is included only to the extent your subscribed tier under Schedule A, or your Service Agreement, expressly covers it. Any other fix is quoted in writing before we start, and done only if you accept the quote.
8.6 The defect period is our free rectification commitment. It does not limit your rights under the Australian Consumer Law, any claim for work not performed with due care and skill, or any claim for a defect that could not reasonably have been discovered within the period (Master clause 5.7).
9.1 You may cancel a build at any time by Notice.
9.2 On cancellation:
(a) deliverables recorded as complete in the Register are earned and are not refunded;
(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 (the work-in-progress proportion), and the balance of any fee paid for that deliverable is refunded within 14 days; and
(c) fees paid for deliverables not started are refunded within 14 days.
9.3 Within 10 Business Days of your Notice, we give you the Register and the calculation in writing. You may dispute it under clause 9.3 of the Master Client Terms.
9.4 Off-boarding then proceeds under clause 12.
10.1 This clause applies where we cannot or do not continue the build, for any reason other than one in clause 10.2. It also applies where you end the build because of our unremedied material breach under clause 19.2 of the Master Client Terms, or because we become insolvent under clause 19.3 of those Terms. In those cases clause 9 does not apply.
10.2 This clause does not apply, and clause 9 applies as if you had cancelled, where we end the build because of your unremedied material breach under clause 19.2 of the Master Client Terms, including non-payment under clause 7 of those Terms, because you become insolvent under clause 19.3 of those Terms, or because the engagement is closed as unresponsive under clause 11.
10.3 We tell you immediately.
10.4 We refund the full value of every deliverable not recorded as complete in the Register, including work in progress, within 14 days.
10.5 We give you the specification and documentation for completed deliverables so that another provider can continue, and clause 12 applies to what you receive.
11.1 An engagement is unresponsive where you have not responded for 30 days despite at least two written follow-ups from us.
11.2 We may then give you a final written notice. If you do not respond within 10 Business Days of that notice, we may close the engagement.
11.3 Closure under this clause is treated as cancellation by you under clause 9.
12.1 What you keep.
(a) Your contact records, with every field and label recorded against them, notes, conversation history and appointment history.
(b) All of your business data, customer records and transaction records.
(c) Any content, assets, images and copy you created or supplied.
(d) Everything licensed to you under Class 2 or Class 3 of Schedule D, permanently, including your Client Playbook.
12.2 What you do not keep.
(a) The Systems themselves: workflows, automation structures, sales stage and page structures, automated conversation and qualification configurations, the system logic and code that run them, and sequence and template structures. Written scripts and messages that form part of your Client Playbook are not in this list, and you keep them under clause 12.1(d).
(b) Anything licensed under Class 1 or Class 4 of Schedule D.
(c) Any Confidential Material listed in Schedule D, except as it is contained in your Class 2 or Class 3 materials.
The Systems are a service we operate and maintain for you on third-party platforms. Your licence to use them runs while the Service Line under which the Systems are supplied continues, and ends when that Service Line ends, subject to the access window in clause 12.5.
12.3 Your export. At no charge, we give you an export of your data that is available in the Systems: your contact records with every field and label recorded against them, notes, conversation history including email and SMS, appointment and booking history, transaction and payment records held in the Systems, and the files and assets you uploaded, and a copy in document form of the written messages, scripts and other Class 2 and Class 3 materials held in the Systems. Structured records are provided in CSV or JSON format, and files and media in their native format in a ZIP archive, with a manifest identifying the fields and files provided (the export manifest).
12.4 When you get it. We provide the export within 10 Business Days of your request, and confirm in writing when it is complete. You may request it at any time before the Systems end and for 30 days afterwards. Where you have not requested it by the day the Systems end, we send it to your notice email address within that 30-day period. Where the Systems are suspended for non-payment, you may still ask for an export of your own data (Master clause 7.5).
12.5 Your access window. Your access to the Systems continues for 30 days after they end, so you can check the export. Where you request the export in the last 10 Business Days of that period, your access continues until we have provided it. If you need longer, ask us. We will not unreasonably refuse a short extension, at a holding fee we tell you before it starts.
Where access was locked. Where, when the Systems end, your access is locked or suspended because of non-payment (Master clause 7.5), a serious risk to the security or lawful operation of the Systems, including unlawful use (Master clause 7.12), or a restriction imposed by a third-party platform provider, we are not required to restore live access. You still receive the export of your own data under clause 12.3, within the time stated in clause 12.4, and for clause 12.6 your access ends on the day the Systems end.
12.6 Deletion. 90 days after your access ends, we delete the copies of your data that we control, unless you ask us in writing to delete them sooner or to hold them longer at a holding fee we tell you before it starts. Copies in backups are not used and are deleted when those backups are overwritten. We confirm the deletion in writing on request.
12.7 Copies the law requires us to keep. Where a law requires us to keep a record, such as tax and financial records, we keep only that record, only for the period the law requires, and only for that purpose, and then delete it.
12.8 Third-party platform data. Some data sits with the third-party platforms your Systems run on, which we do not control (Master clause 14.1). We close or delete the accounts we manage for you on those platforms and ask the provider to delete the data held there. We cannot directly delete data a provider keeps under its own terms, and its own retention rules apply to that data. Accounts held in your own name are not affected and remain yours (Master clause 14.4).
12.9 Migration assistance. The export in clause 12.3 is included. If you want more than that, such as moving your data into another provider's platform, rebuilding structures elsewhere or a custom export format, we quote it in writing before we start and do it only if you accept the quote. We give reasonable help with questions about the export at no charge during the 30-day period.
12.10 Personal information. Schedule J governs personal information throughout, and where Schedule J sets a different rule for personal information, Schedule J applies.
Non-replication, and what you remain free to do after your Engagement ends, are governed by Schedule D.
14.1 We import your data after the workflows it would enter are live and approved, so that imported contacts are not put into a live sequence before the System is ready.
14.2 Before we import a list, you give us a written declaration of how it was collected and the consents held, on the form we provide. The warranties in clause 10.3(d) and (e) of the Master Client Terms apply to every list you provide.
15.1 Some builds need accounts, licences or subscriptions in your own name, including advertising, payment, telephony, domain and storefront providers. We tell you what is needed before we start.
15.2 Those accounts are your responsibility under clause 14.4 of the Master Client Terms.
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