This Schedule forms part of the Rev-Raise Master Client Terms and applies where your Engagement includes an ongoing subscription. Defined terms have the meaning given in clause 1 of those Terms.
This Schedule does not apply to New-Hire Installation. That product has its own terms in Part 6 of Schedule C, and it is cancellable on 30 days notice.
1.1 Your subscription provides continued operation of the Systems we build for you: hosting and access, monitoring, maintenance, platform updates, reporting, and the service level of your subscribed tier.
1.2 Your tier, its inclusions and its service level are stated in your Proposal.
2.1 Unless your Proposal states different times, we will acknowledge support requests within the following times, in Business Hours, being 8am to 5pm Brisbane time on Business Days:
| Priority | What it means | Acknowledged within |
|---|---|---|
| Critical | A live System is down or not sending. Revenue is stopping. | 4 Business Hours |
| High | A workflow, automation or integration is broken but the System is running. | 1 Business Day |
| Standard | Everything else, including changes and questions. | 3 Business Days |
2.2 Acknowledgement means we have the issue and have started on it. It is not a resolution time. Resolution depends on cause, and where the cause is a third-party platform, clause 13 of the Master Terms applies. Until a Critical issue is resolved we update you at least every 4 Business Hours; for High, every Business Day; for Standard, when the work is scheduled and when it is done. Where a Critical issue in a System we configured is not resolved within 2 Business Days, we tell you in writing what the cause is, what the workaround is, and when we expect resolution.
2.3 If your Proposal does not state a tier service level, the times above apply.
2A.1 We will not promise you uptime we do not control. Your Systems run on third-party platforms and clause 13 of the Master Terms explains why their availability is not something we can guarantee.
2A.2 What we do commit to:
(a) Monitoring. We monitor your Systems for outages and failed sends. (b) Notification. Where we become aware of an outage affecting your Systems, we will tell you within 4 Business Hours, and tell you what we know and what we are doing. (c) Escalation. Where the cause is a third-party platform, we escalate with that provider and keep you updated at least daily until it is resolved. (d) Restoration. Where the cause is something we configured or operate, we treat it as Critical under clause 2.1 and fix it.
2A.3 We will not sit on an outage waiting for you to notice.
If we miss a service level, you get a credit. You do not have to argue about it or prove loss.
2B.1 Where we fail to meet a standard in clause 2.1 or 2A.2, and the failure is not caused by clause 2B.4, you are entitled to a credit against the next invoice:
| Missed | Credit |
|---|---|
| Critical acknowledgement missed | 10% of the monthly subscription fee |
| High acknowledgement missed | 5% of the monthly subscription fee |
| Standard acknowledgement missed | 2% of the monthly subscription fee |
| Outage notification not given within 4 Business Hours | 5% of the monthly subscription fee |
| A System we configured is unavailable or not sending for more than 8 consecutive Business Hours | 10% of the monthly subscription fee, per occurrence |
2B.2 Credits in any month are capped at 25% of that month's subscription fee.
2B.3 Where our monitoring shows the miss, we apply the credit to the next invoice without a claim. Where you believe a miss occurred that we have not credited, tell us in writing within 30 days of the month end and we apply it once confirmed.
2B.4 No credit accrues where the cause is a third-party platform outside our control, your own systems or accounts, something you or your people changed, or a dependency you did not provide. We will tell you which applies and why.
2B.5 Service credits are your sole remedy for a missed service level, except where the failure is a material breach of the Master Terms, in which case clause 20.2 of those Terms applies.
2B.6 Where we miss the same service level in three consecutive months, that is a material breach and you may cancel on 30 days notice with no notice-period fee and no early-release amount.
2C.1 You must not use, or permit anyone to use, the Systems to:
(a) send messages to anyone who has not consented, or to a list that breaches clause 9.3 of the Master Terms; (b) send anything unlawful, deceptive, defamatory, harassing or obscene; (c) impersonate any person or business, or misrepresent the sender of a message; (d) collect personal information by deception; (e) attempt to gain unauthorised access to any system, account or data; (f) circumvent an unsubscribe, a suppression list or a Do Not Call outcome; (g) resell, sublicense or provide access to the Systems to any business not named in your Proposal; or (h) run anything that materially degrades the platform for other users.
2C.2 We may suspend immediately, without notice, for a breach of clause 2C.1 where there is a risk to security, to lawfulness, or to other users. Clause 17.2 of the Master Terms allows this and we will tell you why the same day.
2C.3 We would rather ask than suspend. Where the issue is ambiguous, we will contact you first.
3.1 Every subscription includes platform usage except telephone and SMS consumption, which is metered on actual use, billed separately, and never included in any build fee or subscription.
4.1 Your volume band, being contacts and monthly sends, is printed on each invoice.
4.2 Where your sustained usage exceeds your band, we will give you 14 days written notice before moving you to the matching band. The change then takes effect from the next billing month.
4.3 If you do not want to move band, you may reduce usage within that 14 days, or end the subscription on 30 days notice instead of the notice period in clause 8.
4.4 We will not backdate a band change.
5.1 Every onboarding includes 30 days of subscription service at no charge.
5.2 The 30 free days start at Go-Live. Your first paid subscription month begins on the 31st day after Go-Live, and your first subscription invoice is issued then.
5.3 Where Go-Live is deemed under Schedule B clause 7, clause 5.2 applies from the deemed Go-Live date, and we will tell you in writing when that happens.
6.1 Where your tier includes a monthly build or optimisation allowance, that allowance is capacity reserved within the month.
6.2 It is applied to agreed items at each check-in, does not roll over between months, and holds no cash value.
7.1 Subscriptions are billed monthly in advance by automatic payment and continue month to month until cancelled.
7.2 By starting a subscription you authorise us to charge the payment method you provide, on each billing date, for the subscription fee and any metered usage. You may change the payment method at any time.
7.3 All amounts are in Australian dollars and exclusive of GST unless stated. GST is shown separately.
7.4 Fees accrue regardless of use or non-use of the Systems.
7.5 If a payment fails, we will notify you and retry after 3 Business Days. If it fails again we will notify you and retry after a further 5 Business Days. If it fails a third time, clause 17 of the Master Terms applies and we may suspend.
7.6 Invoice queries are governed by clause 6 of the Master Terms. 14 days to query, 90 days longstop.
8.1 Either party may cancel the subscription at any time by written notice to [email protected].
8.2 The standard notice period is 30 days. Cancellation takes effect on the 30th day after we receive your notice. The final invoice is pro-rated to that day, and any subscription fee paid in advance for the period after it is refunded under clause 8.5. Billing continues at your subscribed tier through the notice period.
8.3 Where your Proposal states a longer notice period, that period applies. A longer notice period will only appear in your Proposal where you have received a corresponding reduction in your subscription fee or another stated benefit for accepting it, and the Proposal will say what that benefit is.
8.4 Where a longer notice period applies, you have two alternatives and both are primary. You may either:
(a) complete the notice period, paying the subscription fee for each month of it; or
(b) take early release, by paying a single amount equal to 50% of the fees that would have fallen due over the remainder of the notice period. The subscription then ends at the end of the following billing cycle.
Paragraph (b) is not a charge for leaving and it is not a penalty. It is the price of an accommodation we are offering you: immediate release from a period you agreed to, and the unwind work brought forward. You are free to take alternative (a) instead and pay nothing extra.
The 50% figure is a genuine pre-estimate of our unrecovered costs and lost margin: roughly half of what a notice period covers is work we still have to do, the unwind, the data separation, the export and the support through it, and roughly half is capacity we can redeploy. If in a particular case our actual unrecovered costs and lost margin over the remainder of the notice period would be materially lower than 50%, we charge the lower amount and show you the calculation. We would rather you had a cheap way out than a reason to resent us.
8.5 Fees for the notice period are not refunded. Fees paid in advance for any period after the subscription ends are refunded.
8.6 Off-boarding proceeds under Schedule B clause 12.
9.1 Upgrades take effect from the next billing month, or immediately if you ask for it, with the fee pro-rated.
9.2 Downgrades require 30 days written notice and take effect from the next billing month after that notice period, subject to any minimum tier stated in your Proposal.
10.1 Where multiple venues or Locations are subscribed under one client, each Location carries its own subscription at the rates stated in your Proposal.
10.2 Network-wide licensing is governed by Schedule E.
11.1 Where a prepaid usage wallet applies, metered usage is drawn from wallet credit with automatic top-up as authorised at onboarding.
11.2 Wallet credit is consumed on use.
11.3 Unconsumed wallet credit is refundable on termination.
12.1 Subscriptions cannot be paused as a matter of course. Live Systems require continuous operation and monitoring, and a paused System is a System that quietly stops working.
12.2 We will consider a pause of up to 3 months in genuine circumstances, including seasonal closure, renovation, sale of the business or serious illness. A pause is agreed in writing, carries a reduced holding fee stated at the time, and is at our discretion.
12.3 Where we are unable to deliver, clause 21 of the Master Terms applies instead of this clause.
13.1 We may review subscription fees once in any 12 month period, on 60 days written notice.
13.2 An increase will not exceed the greater of 5% and the annual increase in the Australian Consumer Price Index, unless you agree otherwise in writing.
13.3 If you do not accept a review, you may cancel on 30 days notice under clause 8.2, at your existing rate, and clause 8.3 does not apply to that cancellation.
13.4 This clause does not apply to a Licence under Schedule E, where the per-Site rate is fixed for the term.
14.1 Each Engagement maintains a Register itemising deliverables and their values as they are completed.
14.2 The Register is available to you on request and is the record of work performed under your subscription and any build.
Rev-Raise Group Pty Ltd ABN 45 691 400 594 Brisbane, QLD, Australia [email protected]
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