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. Parts 1, 2, 2A and 2B apply automatically wherever Schedule E applies, and otherwise only where your Service Agreement expressly selects them. Part 3 applies only where your Service Agreement expressly states that a guarantee is given and records every element in clause 9.1. No guarantee is created in any other way (Master clause 12.2).
1.1 Movement is measured, not claimed. Before delivery starts, we agree where you are now, and everything afterwards is measured against it. The baseline stops us claiming credit we did not earn, and stops a good month being mistaken for a result.
2.1 The baseline is taken from your own reporting, not ours.
2.2 Before delivery starts, we agree in writing:
(a) which metrics are baselined;
(b) the period the baseline covers, normally the 6 months immediately before delivery starts, or your full trading history if shorter;
(c) the source report or system each metric comes from; and
(d) the definition of each metric, in words, so that it is measured the same way every month afterwards.
2.3 Your Authorised Representative signs the agreed baseline (the Baseline Sign-Off). Delivery does not start until they do. If the baseline we propose in writing is not signed or disputed within 10 Business Days, it is the Baseline Sign-Off, subject to your right to dispute it under clause 9.3 of the Master Client Terms (Master clause 9.4).
2.4 Where a Site has no usable history, we baseline it against the network average for the same period, and we say so in the Baseline Sign-Off.
3.1 Metrics are chosen from what your business already measures, such as close ratio, attachment or add-on rate, term or contract length mix, premium or tier mix, average contracted value per sale, and speed to first response and follow-up completion.
3.2 Volume is held flat. We do not claim credit for more traffic. Where volume changes materially, the comparison is normalised and we show the working.
3.3 Price rises are excluded. If you raise your prices, that is your result, not ours.
3.4 The normalisation formula. Unless the Baseline Sign-Off records a different formula, the revenue effect of a movement in a value metric is calculated as follows:
(a) take the baseline average monthly sales volume;
(b) take the current average contracted value per sale, and remove from it any change in list price or standard discount since the baseline;
(c) take the difference between the adjusted current figure in (b) and the baseline average contracted value per sale; and
(d) multiply (a) by (c).
Rate metrics, such as close ratio, attachment rate and mix, are compared as percentages on the baseline volume. The formula used is recorded in the Baseline Sign-Off and shown in every monthly report.
3.5 Minimum sample. A metric is not reported as a result for a period in which fewer than 30 sales conversations, or fewer than 10 sales, occurred at the Site, unless the Baseline Sign-Off sets a different minimum. Periods below the minimum are combined with adjacent periods.
3.6 Comparison locations. Locations that did not take part are described as comparison locations. They are not controls in the experimental sense unless the Baseline Sign-Off records how they were selected and that they were treated identically apart from the Engagement.
4.1 Measurement is monthly, per Site, against the Baseline Sign-Off, for the measurement period stated in your Service Agreement or, where none is stated, until the Engagement ends.
4.2 You provide the reporting data from your systems, in the same form each month.
4.3 We produce a written report showing each baselined metric, the baseline figure, the current figure and the movement. Where a metric moves the wrong way, the report says so.
5.1 If reporting data is not provided for two consecutive months, and we have asked for it twice in writing, measurement is suspended until it resumes.
5.2 The effect of missing reporting data on any claim under Part 3 is decided under clauses 11 and 12 only.
6.1 Publication of results is governed by clause 13 of the Master Client Terms.
7.1 Tier 1: delivery standards (what we control). The delivery standards in Schedule H are our obligations. If we miss one, you receive the service credit Schedule H provides, without proving loss. Service credits are in addition to your rights under the Australian Consumer Law and are not your only remedy (Master clause 23.4).
7.2 Tier 2: adoption standards (what you control). Adoption standards are set in your Service Agreement, for example:
Adoption standards are conditions of our obligations, not promises you can be sued on. Where one is not met, we record it, and the Tier 1 delivery standard it affects is suspended for that service and period only.
7.3 Tier 3: commercial metrics (what neither of us fully controls). We measure and report commercial metrics, including lead-to-appointment conversion, show rate, sales conversion, follow-up completion and average contracted value, for information. Unless Part 3 applies, no commercial metric in any report, proposal or presentation is a representation, warranty, guarantee, condition or promise that any result will be achieved. Missing a sales, revenue or conversion target is not a breach by either of us. This clause does not affect any liability either of us has for misleading or deceptive conduct, and any forecast we give is based on the grounds stated with it.
7.4 Nothing in this Part limits your rights under the Australian Consumer Law, including the guarantees in sections 60, 61 and 62, which cannot be excluded. What we commit to is delivering the Method as documented (Master clause 12.4).
8.1 What it is. The Adoption Score is a score per Site, from 0 to 100, measuring whether the standard is being run. It is not a measure of your commercial results. Its components and weights are:
| Component | Weight | Measured from |
|---|---|---|
| Training completion | 20% | Required people who completed, over required people |
| Facilitator status | 20% | Accredited, calibrated within the required period, delivery minimum met |
| Delivery cadence | 15% | Sessions delivered against the agreed calendar |
| Manager audit | 15% | Audits completed and returned |
| Call and consultation quality | 30% | Reviewed conversations scored under clause 8.5 |
8.2 Where the Facilitator component is left out. The Facilitator status component is left out, and the other weights are scaled up in proportion so that they total 100%:
(a) at every Site, where your Service Agreement does not select the Facilitator model; and
(b) at a Site, for any period in which Schedule H clause 6.3 applies because the Site has had no accredited Facilitator for more than 60 days and we are supporting it directly.
8.3 How it is kept fair.
(a) The method is published in this clause and in your Service Agreement. We do not change it during your Engagement except under clause 22 of the Master Client Terms.
(b) You may dispute a score by telling us in writing within 20 Business Days of receiving it. We show you the working, and where we cannot substantiate a component, we remove it and re-score.
(c) It is built on your data wherever possible. Only the call and consultation quality component is our assessment.
8.4 What it is used for. The Adoption Score is evidence for coaching, benchmarking and remediation. It creates no automatic pass, failure, breach, suspension or consequence for any Site or Licence, and it is not used to set fees. It is not used to decide a Part 3 claim, which clause 11 alone decides.
8.5 The call quality rubric. Unless your Service Agreement sets a different rubric, each reviewed conversation is scored on five equally weighted elements, each scoring 0, 1 or 2:
The Site score is the average across reviewed conversations, expressed as a percentage. We review at least 4 conversations per Site per month, chosen at random from those recorded with consent under Schedule C clause 7 or Schedule H, and we show you the scored sheets on request.
9.1 A guarantee exists only where your Service Agreement expressly states all of the following:
(a) the guaranteed outcome, expressed as a multiple of fees paid or as a movement in a named metric;
(b) the metrics it is measured on, which must be baselined under Part 1;
(c) the measurement period, which is 12 consecutive months unless stated otherwise; and
(d) the remedy, being an exit right, a refund, an extension of service at no charge, or a combination. An extension of service at no charge must state the services extended and the maximum number of months, and it ends at the end of that number of months whether or not the guaranteed outcome has been met.
9.2 If any of these is not stated, there is no guarantee.
10.1 You make a claim in writing to [email protected] within 60 days after the end of the measurement period. The claim identifies the metrics and the shortfall, with the reporting data it relies on.
10.2 We respond in writing within 20 Business Days, either accepting the claim or setting out why we do not.
10.3 If we disagree, clause 24.7 of the Master Client Terms applies.
10.4 If we end the Engagement early. Where we end the Engagement before the measurement period ends, or you end it because of something we did, the guarantee is assessed on the measurement months completed.
11.1 A claim is not available only where one of the following occurred during the measurement period, it was material, and it affected delivery or measurement of the metric claimed:
(a) the Method was not run as documented, including where the sequence was materially changed without our written agreement;
(b) where the Facilitator model is selected, a Facilitator was not appointed, or not replaced within 60 days of the previous one leaving;
(c) the reporting data required under Part 2 was not provided for two or more consecutive months after we asked for it twice in writing;
(d) fewer than 80% of the people your Service Agreement requires to be trained completed the training;
(e) the manager audit or check-in process in your Service Agreement was not completed for two or more consecutive periods;
(f) the business changed materially in a way that affected the metric claimed and whose effect is not removed by clauses 3.2 to 3.4, including a change of ownership, a rebrand, a material change to product or target market, or a Site closure. A change that did not affect the metric claimed, or whose effect is removed by clauses 3.2 to 3.4, does not disqualify a claim on that metric;
(g) an undisputed amount material to the claim was outstanding for more than 30 days; or
(h) you ended the Engagement before the end of the measurement period, other than in a case covered by clause 10.4.
12.1 We will not rely on clause 11 for a technicality. Where an event is minor, temporary and did not materially affect the result, it does not defeat an otherwise good claim.
12.2 Where an event affects some Sites or periods and not others, the claim is assessed per Site and per period, and the unaffected Sites and periods remain eligible.
12.3 If we are the reason something did not happen, it does not disqualify your claim.
13.1 The remedy is the one stated in your Service Agreement. It does not limit any right you have under the Australian Consumer Law, or any claim for a breach of the Master Client Terms.
13.2 Where a guarantee is given and the services are supplied to a consumer within the meaning of the Australian Consumer Law:
(a) the guarantee is given by 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];
(b) a claim is made under clause 10, and may also be made by post to that address or by telephone;
(c) you bear no expense in making a claim, and we bear the expense of providing the remedy. 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;
(d) the guarantee covers the measurement period stated in your Service Agreement, and a claim must be made within 60 days after that period ends (clause 10.1); and
(e) the guarantee is a warranty against defects for the purposes of section 102 of the Australian Consumer Law, and the statement in clause 12.6 of the Master Client Terms, and clause 12.7, apply to it as they apply to clause 12.4.
13.3 Where the remedy is an exit right, you may end the Engagement on the notice stated, which is not longer than 30 days, and no early-release amount, notice-period fee or Early-Exit Implementation Adjustment applies.
13.4 Where the remedy is a refund, we pay it within 30 days of the claim being accepted.
13.5 On an exit under this clause, off-boarding follows clause 19.4 of the Master Client Terms, and Schedule D applies as normal.
14.1 Our commitment that the Method will be delivered as documented, whether or not Part 3 applies, is in clauses 12.4 to 12.7 of the Master Client Terms.
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