Services Agreement

Last updated 19 September 2026

FKD Group - Services Agreement

This Agreement is entered into between us and you, together the Parties and each a Party.

Schedule

Terms and Conditions

1. Services

1.1 In consideration of your payment of the Price, we will provide the Services in accordance with this Agreement, whether ourselves or through our Personnel.

1.2 If this Agreement expresses a time within which the Services are to be supplied, we will use reasonable endeavours to provide the Services by such time, but you agree that such time is an estimate only.

1.3 All variations to the Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of the Services or our obligations under this Agreement, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.

1.4 You acknowledge and agree that we do not develop, manufacture, licence, warrant or sell any software as part of the Services. The Services involve advisory and implementation support in relation to your existing software, systems and third-party platforms, and any configuration, integration or automation work is provided on that basis only.

1.5 Where the Services involve the use of, or integration with, any third-party software or platform (including any artificial intelligence tool or platform), you must comply with that third party's terms of use. You warrant that you have all necessary rights and permissions to allow us to access and use any such third-party platform as part of the Services, and that our doing so, at your request, will not breach that third party's terms of use.

1.6 We are not liable for any act, omission, outage, discontinuation of, or change to the terms of, any such third-party platform, or for any breach of a third party's terms of use arising from your failure to hold the necessary rights or permissions.

1.7 Where any part of the Services involves the use of artificial intelligence tools, you acknowledge that any output generated is provided for informational and operational purposes only, may not be accurate or complete, and must be independently reviewed and verified by you before you rely on it for any business, financial, tender or compliance decision.

2. Your Obligations

2.1 You agree to (and to the extent applicable, ensure that your Personnel agree to):

1. comply with this Agreement, all applicable Laws, and our reasonable requests;
2. provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services; and
3. not (or not attempt to) disclose, or provide access to, the Services to third parties without our prior written consent.

2.2 You agree to pay our additional costs reasonably incurred as a result of you failing to comply with this clause 2.

3. Price and Payment

3.1 In consideration for us providing the Services, you agree to pay all amounts due under this Agreement in accordance with the Payment Terms.

3.2 If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under this Agreement or at Law):

1. after a period of 5 Business Days from the relevant due date, cease providing the Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs); and/or
2. charge interest at a rate equal to the Reserve Bank of Australia's cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms.

3.3 When applicable, GST payable will be clearly shown on our invoices. You agree to pay us an amount equivalent to the GST imposed on these charges. "GST" has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

4. Intellectual Property

4.1 As between the Parties:

1. we own all Intellectual Property Rights in Our Materials;
2. you own all Intellectual Property Rights in Your Materials; and
3. nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

4.2 As between the Parties, ownership of all Intellectual Property Rights in any New Materials will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials does not automatically vest in us, you hereby assign all such Intellectual Property Rights to us and agree to do all other things necessary to assure our title in such rights.

4.3 We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you and the New Materials, solely for your use and enjoyment of the Services, as contemplated by this Agreement.

4.4 You grant us a non-exclusive, irrevocable, royalty-free, worldwide, non-sublicensable (other than to our related bodies corporate, as that term is defined in the Corporations Act 2001 (Cth)) and non-transferable right and licence to use Your Materials that you provide to us solely for the purpose of performing of our obligations or exercising our rights under this Agreement.

4.5 If you (if you are an individual) or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, you agree to (and will procure that your Personnel) consent to our use or infringement of those Moral Rights.

4.6 This clause 4 will survive termination or expiry of this Agreement.

5. Confidential Information

5.1 Each Receiving Party agrees:

1. not to disclose the Confidential Information of the Disclosing Party to any third party (subject to subclause 5.1(c));
2. to protect the Confidential Information of the Disclosing Party from any loss, damage or unauthorised disclosure;
3. to only disclose the Confidential Information to those of its Personnel who need to know the Confidential Information in connection with this Agreement, or its third party service providers for the purposes of assisting it to perform its obligations under this Agreement, provided those third parties keep the Confidential Information confidential in accordance with this clause 5; and
4. to only use the Confidential Information of the Disclosing Party for the purpose of performing obligations, or exercising rights or remedies, under this Agreement.

5.2 The obligations in clause 5.1 do not apply to Confidential Information that:

1. is required to be disclosed for the Parties to comply with their obligations under this Agreement;
2. is authorised in writing to be disclosed by the Disclosing Party;
3. is in the public domain or is no longer confidential, except as a result of a breach of this Agreement or other duty of confidence; or
4. must be disclosed by Law or by a regulatory authority, including under subpoena, provided that (to the extent permitted by Law) the Receiving Party has given the Disclosing Party notice prior to disclosure.

5.3 Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 5. A Party is entitled to seek an injunction, or any other remedy available at Law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 5.

5.4 This clause 5 will survive the termination or expiry of this Agreement.

6. Privacy

6.1 If you are required to provide us with Personal Information so that we can provide the Services, you agree to comply with the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth), and any other applicable Laws relating to privacy (Privacy Laws).

6.2 Without limiting this clause 6, you must ensure that:

1. you have collected, used, stored and otherwise dealt with Personal Information in accordance with all Privacy Laws; and
2. we are capable of collecting, using, storing and otherwise dealing with Personal Information, in the manner contemplated by this Agreement, without infringing any third party rights or violating any Privacy Laws.

6.3 Without limiting this clause 6, you agree to only disclose Personal Information to us if:

1. you are authorised by the Privacy Laws to collect the Personal Information and to use or disclose it in the manner required by this Agreement; and
2. you have informed the individual to whom the Personal Information relates, that their Personal Information will be disclosed to us.

6.4 We agree to handle any Personal Information you provide to us, solely for the purpose of performing our obligations under this Agreement, and in accordance with any applicable Laws.

7. Australian Consumer Law

7.1 Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the supply of the Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). To the extent that you maintain Consumer Law Rights at Law, nothing in this Agreement excludes those Consumer Law Rights.

7.2 Subject to your Consumer Law Rights, we provide all material, work and services (including the Services) to you without conditions or warranties of any kind, implied or otherwise, whether in statute, at Law or on any other basis, except where expressly set out in this Agreement.

7.3 This clause 7 will survive the termination or expiry of this Agreement.

8. Liability

8.1 Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by Law:

1. neither Party will be liable for Consequential Loss;
2. a Party's liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss;
3. (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again;
4. we are not liable for any Liability arising from or in connection with any artificial intelligence-generated output referred to in clause 1.7, including any inaccuracy, error or omission in that output, or your reliance on it; and
5. our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to the Price paid by you to us in respect of the supply of the relevant Services to which the Liability relates.

8.2 This clause 8 will survive the termination or expiry of this Agreement.

9. Term and Termination

9.1 This Agreement will operate for the Term.

9.2 This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

1. the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
2. the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.

9.3 Upon expiry or termination of this Agreement:

1. we will immediately cease providing the Services;
2. without limiting and subject to your Consumer Law Rights, any payments made by you to us for Services already performed are not refundable to you;
3. you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement;
4. by us pursuant to clause 9.2, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and
5. we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 5.

9.4 Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.

9.5 This clause 9 will survive the termination or expiry of this Agreement.

10. General

10.1 Amendment: Subject to clause 1.3 this Agreement may only be amended by written instrument executed by the Parties.

10.2 Assignment: Subject to clauses 10.3 and 10.12, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

10.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.

10.4 Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.

10.5 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by the Australian Disputes Centre.

10.6 Entire Agreement: Subject to your Consumer Law Rights, this Agreement contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in this Agreement, and this Agreement supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

10.7 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:

1. as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
2. uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

Where the Force Majeure Event prevents a Party from performing a material obligation under this Agreement for a period in excess of 60 days, then the other Party may by notice terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party's obligation to pay any amount that is due and payable to the other Party under this Agreement.

10.8 Governing Law: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

10.9 Notices: Any notice given under this Agreement must be in writing addressed to the addresses set out in this Agreement, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

10.10 Publicity: Despite clause 5, with your prior written consent, you agree that we may advertise or publicise the broad nature of our supply of the Services to you, including on our website or in our promotional material.

10.11 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

10.12 Subcontracting: We may subcontract the provision of any part of the Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractor.

10.13 Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing and will be effective only to the extent specifically stated.

11. Definitions

In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:

Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.

Agreement means these terms and conditions and any documents attached to, or referred to in, each of them.

Business Day means a day on which banks are open for general banking business in Sydney, New South Wales, excluding Saturdays, Sundays and public holidays.

Commencement Date means the date this Agreement is signed by the last of the Parties.

Confidential Information means information which:

1. is disclosed to the Receiving Party in connection with this Agreement at any time;
2. relates to the Disclosing Party's business, assets or affairs; or
3. relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as "confidential", and howsoever the Receiving Party receives that information.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price and any other amounts payable under this Agreement will not constitute "Consequential Loss".

Consumer Law Rights has the meaning given in clause 7.1.

Deliverables means any materials, goods, items or other deliverables forming part of the Services, as particularised in the Schedule.

Disclosing Party means the Party disclosing Confidential Information to the Receiving Party.

Force Majeure Event means any event or circumstance which is beyond a Party's reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the supply of the Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

Moral Rights has the meaning given in the Copyright Act 1968 (Cth) and includes any similar rights in any jurisdiction in the world.

New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with this Agreement or the supply of the Services (including the Deliverables), whether before or after the date of this Agreement and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.

Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, but excludes New Materials and Your Materials.

Personal Information means information or an opinion, whether true or not and whether recorded in a material form or not, about an individual who is identified or reasonably identifiable.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

Price means the price set out in the Schedule, as adjusted in accordance with this Agreement.

Receiving Party means the Party receiving Confidential Information from or on behalf of the Disclosing Party.

Schedule means the schedule to this Agreement.

Services means the services set out in the Schedule, as adjusted in accordance with this Agreement.

Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to this Agreement) and/or developed by or on behalf of you or your Personnel independently of this Agreement and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and New Materials.

Annual Benefit has the meaning given in clause 12.3.

Consultant Cost has the meaning given in clause 12.3.

Opportunity Map means the written summary of findings and recommendations we give you at the end of the Audit Services.

Qualifying Opportunity means an opportunity in the Opportunity Map whose Annual Benefit is more than AUD $20,000.

Result Number has the meaning given in clause 12.5.

Your Data means data, files, credentials, customer records and other information that you or your systems hold, including anything we place in your third-party accounts while supplying the Services.

Audit Fee means the fee for Audit Services specified in the Schedule.

Build Scope means the list of opportunities in the Opportunity Map that you approve in writing as the work we will deliver in the Implementation Services.

Initial Term means 12 months commencing on the start date of the Implementation Services.

Implementation Period means months 1 to 3 of the Initial Term.

Monthly Retainer Rate means 10% of the Project Value.

Project Value means the fee determined at the conclusion of the Audit Services for the approved Build Scope, as set out in the Opportunity Map and the signed Schedule.

Retainer Period means months 4 to 12 of the Initial Term.

Minor Change has the meaning given in clause 13.5.

Major Change has the meaning given in clause 13.6.

Out of Audit Scope has the meaning given in clause 13.8.

12. Service guarantees

These are the three promises on our website, written as terms.

1. The audit pays for itself, or it is free. If we do not find three fixes worth more than $20,000 a year each, you get the audit fee back in full, and you keep the map.
2. A 90-day result, in writing. At least 15 hours a week back and a number you can point to, or we keep going free for another 30 days.
3. What we build is yours. No data held hostage, no lock-in games. You stay because it works, not because you are stuck.

This clause 12 forms part of the Agreement. It applies to every purchase of Audit Services and Implementation Services unless the signed Schedule says otherwise in writing. If this clause 12 is inconsistent with clause 4.3, clause 9.3(b) or clause 10.6, this clause 12 prevails for its subject matter only. Nothing in this clause 12 limits your Consumer Law Rights.

12.1 How we work during the Audit. We listen to the problems you and your staff describe. We look at the systems and the way work moves through the business. For each opportunity we put in the Opportunity Map we set out:

1. the problem;
2. the proposed fix;
3. the Consultant Cost of that fix; and
4. the Annual Benefit of that fix.

Where we use a number you gave us, a figure from a system we could see, a published rate or another named source, we say so in the Opportunity Map. Where we estimate, we say so and we use the cautious end.

12.2 Audit guarantee. If the Opportunity Map identifies fewer than three Qualifying Opportunities, we refund the Price you paid for the Audit Services in full. You keep the Opportunity Map either way. The refund is the only remedy under this Agreement for a miss of this test, subject to your Consumer Law Rights. Clause 9.3(b) does not stop this refund.

12.3 How we measure "worth more than $20,000 a year". The $20,000 test uses Annual Benefit only. It does not use Consultant Cost.

Annual Benefit is our reasonable, good-faith estimate, in Australian dollars excluding GST, of what that fix would save or recover for your business in one year. It is a projection. It is not a promise that you will realise that amount. It is one number per opportunity. We do not add the same saving twice. It is built from some or all of:

1. time: hours you or your staff currently spend on the work, from what you told us or from a system we could see, multiplied by a labour rate you confirmed or that we estimated at the low end and labelled as an estimate, multiplied by 46 working weeks unless the Opportunity Map states another figure;
2. money recovered: jobs, leads or revenue you are currently losing, using your own conversion and job-value numbers, discounted where we cannot be sure; and
3. spend avoided: money currently going out that the fix would stop.

Consultant Cost is our reasonable, good-faith estimate of what it would cost you to hire a dedicated consultant or contractor to build that same fix. We state the rate and the source in the Opportunity Map. Consultant Cost is there so you can compare. It does not count toward the $20,000 test. It is not a quote from us to do extra work.

If the Opportunity Map identifies three or more Qualifying Opportunities, the audit guarantee is met. You cannot claim a refund because you disagree with an estimate whose working is shown. You can tell us an input is wrong. If it is, we will redo that line. A corrected line that still clears $20,000 still counts.

12.4 How to claim the audit refund. Write to us within 14 days of the day we send you the Opportunity Map. Use the email in the signed Schedule, or contact@fkdgroup.com.au if there is no signed Schedule yet. Tell us you want the refund. We will pay it to the original payment method within 10 Business Days of a valid claim. We will not refund a fee that has already been refunded, or a fee paid by someone else unless that payer asks us in writing.

The audit guarantee does not apply if:

1. you did not give us the access, information or time on site that clause 2 reasonably required, and that gap stopped us costing three Qualifying Opportunities;
2. you asked us in writing not to record or cost an opportunity that would otherwise have counted; or
3. you have already signed Implementation Services on the back of that Opportunity Map.

12.5 90-day result guarantee. This clause 12.5 applies only if you purchase Implementation Services. It is judged against the Build Scope only. It does not cover items marked Out of Build Scope, Major Changes or Out of Audit Scope work.

By the Day 90 review we will have given you both of the following, or we will keep working on the agreed deployments for another 30 calendar days at no extra Implementation Price:

1. at least 15 hours a week of admin time given back across the business, measured against the Day 0 baseline; and
2. a Result Number you can point to.

The Day 0 baseline is the hours and system numbers we write down in the first week of the Implementation Services, before the first deployment goes live. We email that baseline to you. If you refuse the time diary or the system pull, we use the hours in the Opportunity Map as the baseline. If there is no baseline because you blocked measurement, you cannot claim the hours limb of this guarantee. If the Day 0 baseline of admin hours across the business is less than 15 hours a week, the hours limb is that baseline, not 15.

A Result Number is one of: a closed job, a recovered lead, fewer defects, or another number we agreed in writing at Day 0 from the baseline. It must be a number from your business, not a projection from the Opportunity Map.

The extra 30 days is the only remedy under this Agreement for a miss of this test, subject to your Consumer Law Rights. It is one extension. After those 30 days our extra-work obligation under this clause 12.5 ends, even if the result is still short. The Implementation Price is not refunded under this clause 12.5.

This guarantee assumes you (or the people you nominate) attend the training sessions, respond to the weekly check-ins, use what we built, and keep the access in clause 2. We keep an engagement record in the 90-day implementation plan. If that record shows you missed more than two weekly check-ins, or more than one training session, without a reason we accepted in writing, this clause 12.5 does not apply.

This clause 12.5 does not apply to Retainer Services. It does not cover a miss caused by a third-party platform outage, a change to a third-party's terms, or your failure to hold the rights in clause 1.5.

12.6 What we build is yours. This is what the website line means, in this Agreement:

1. Your Data and Your Materials stay yours.
2. Configurations, automations and records we put in your software (including AroFlo, ServiceM8, Simpro, Tradify, Xero, Google and your phone systems) stay in those accounts, in your name.
3. We will not delete those configurations as leverage, withhold admin access we hold for you, or refuse a reasonable export of Your Data because of a fee dispute.
4. You keep the Opportunity Map, including after an audit refund.
5. We grant you a perpetual, irrevocable, royalty-free, worldwide, non-sublicensable and non-transferable licence to use the New Materials we create for your job, in your own business. That licence survives the end of this Agreement. It overrides the word "revocable" in clause 4.3 for that use only.
6. We still own Our Materials. We still own the copyright in New Materials as between the Parties under clause 4.2. You are not buying our playbooks, templates or methods to resell or to use for another business.
7. We do not put the running of your business onto a platform that only we control. If you stop using us, your accounts and Your Data stay with you.

The Initial Term is a fee path. It is not a right for us to hold your data or your access. After the Initial Term, you may decline renewal. Your accounts and Your Data stay with you.

12.7 What these guarantees do not cover. Subject to your Consumer Law Rights, clause 12 does not:

1. promise that you will actually realise the Annual Benefit or the Consultant Cost;
2. cover legal, tax, Fair Work, licensing or other compliance outcomes of any tool or file we set up (you remain responsible for those, and your solicitor or accountant still signs);
3. cover inaccuracy in artificial intelligence output under clause 1.7, except to the extent that output is how we deliver a measured hour or a Result Number;
4. refund Consequential Loss, lost profit, or any amount above the Price of the relevant Services; or
5. change the Initial Term fee path in clause 13.4.

12.8 GST. A refund under clause 12.2 is of the Audit Price as invoiced. If GST was charged on that Price, the GST is refunded too.

12.9 Survival. Clauses 12.2, 12.4, 12.6, 12.7 and 12.8 survive the end of this Agreement for claims that arose before it ended.

13. Scope

This clause 13 forms part of the Agreement. If it is inconsistent with the Schedule description of the Services, this clause 13 prevails for its subject matter, unless the signed Schedule states otherwise in writing. Nothing in this clause 13 limits your Consumer Law Rights.

13.1 Audit. The Opportunity Map is the written record of the Audit Services. For each opportunity it sets out the problem, the proposed fix, the Consultant Cost and the Annual Benefit, as in clause 12.1. Each opportunity is marked as In Build Scope, Out of Build Scope, or as work you can do yourself.

13.2 Approving the audit. When you sign for Implementation Services, you approve the Build Scope in that Opportunity Map (or in a written list attached to the signed Schedule). We are not obliged to build anything marked Out of Build Scope, or anything that is not on the Opportunity Map.

13.3 Build. The Implementation Services are the Build Scope, plus the training and weekly check-ins described in the Schedule. We do not have to deliver extras, Major Changes or Out of Audit Scope work as part of the Implementation Price.

13.4 Initial Term fees. The Initial Term is 12 months from the start of Implementation Services. Project Value is payable in full before Implementation Services commence. That payment covers the Implementation Period (months 1 to 3). For the Retainer Period (months 4 to 12) you must pay the Monthly Retainer Rate each month, being nine payments, unless you elect the Prepaid Retainer option.

Prepaid Retainer option. At the end of the Implementation Period you may pay the remaining Retainer in one instalment equal to seven times the Monthly Retainer Rate. That instalment satisfies months 4 to 12. If you do not elect in writing at or immediately after the end of the Implementation Period, the nine monthly payments apply.

After the Initial Term you may renew Retainer Services, or decline renewal and keep the deliverables on the terms in clause 12.6. If you renew and pay monthly, the renewal fee for that year is the Monthly Retainer Rate multiplied by 12. If you renew and pay in one instalment at the start of the renewal year, the renewal fee for that year is the Monthly Retainer Rate multiplied by 10.

There is no termination for convenience during the Initial Term.

13.5 What the monthly service covers. If you engage the Retainer Services, they cover looking after the tools and systems in the Build Scope, and Minor Changes to those items. A Minor Change is a change that does not fundamentally alter the function of what was designed and agreed in the Build Scope.

13.6 Major Changes. A Major Change is work that fundamentally alters the function of an item in the Build Scope, or that delivers an opportunity that was on the Opportunity Map but marked Out of Build Scope. Major Changes are not included in the Implementation Price or in the Retainer Services. We quote them in writing before we start.

13.7 Audit-found extras. If a Major Change is for an opportunity that was identified in the Opportunity Map, our quote is the price to deliver that work, less a credit equal to the Price you paid for the Audit Services. That credit applies once per Opportunity Map item, on the first Major Change quote for that item. It does not apply if the Audit Price was refunded under clause 12.2.

13.8 Out of Audit Scope. Work that was not identified in the Opportunity Map is Out of Audit Scope. We quote it at full price. No audit credit applies.

13.9 Survival. Clauses 13.4, 13.6, 13.7 and 13.8 survive the end of the Implementation Services.

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