TERMS OF BUSINESS
These Terms of Business apply to services provided by Revvi ("Revvi", "we", "us") to the business purchasing the services ("Client"). By accepting a proposal, paying an invoice or instructing Revvi to commence work, the Client agrees to these Terms.
1. SERVICES
Revvi designs, develops, implements and maintains custom business automation solutions. Services may include: workflow automation; AI-powered processes; system integrations; data processing; document and report automation; communication and notification systems; integrations with third-party software; and ongoing support and maintenance. The specific services, deliverables, pricing and estimated timeframe for each project will be set out in the relevant proposal, quote or Statement of Work ("Proposal"). If there is any inconsistency between these Terms and a Proposal, the Proposal will apply to the extent of that inconsistency.
2. PROJECT SCOPE
Revvi will provide the services described in the accepted Proposal. Anything not specifically included in the Proposal is outside the agreed scope and may be quoted separately. Changes requested by the Client after approval may affect the price and delivery timeframe. Revvi will obtain Client approval before undertaking additional work that will incur additional charges.
3. CLIENT RESPONSIBILITIES
The Client must provide Revvi with reasonably required information, access, documentation, approvals and cooperation. The Client is responsible for ensuring that information and instructions supplied to Revvi are accurate and that it has authority to provide Revvi with access to its systems, accounts and data. Delays caused by the Client, its employees, suppliers or third-party systems may extend delivery dates.
4. CLIENT APPROVAL & TESTING
Where appropriate, Revvi will provide the Client with an opportunity to review and test the solution before it is placed into normal business use. The Client is responsible for checking that the solution operates appropriately for its business before approving implementation. Where an automation can trigger material actions including payments, payroll changes, customer communications, financial transactions, deletion of information or other significant business actions, appropriate approval controls should be agreed during the project. The Client must not deliberately bypass agreed safeguards or approval controls.
5. THIRD-PARTY SOFTWARE
Revvi solutions may connect with third-party products and services including accounting systems, CRMs, AI providers, email services, cloud platforms, APIs and other business software. Revvi does not control these third parties and cannot guarantee their continued availability, pricing, functionality, security or compatibility. Changes, outages, restrictions or discontinuation of a third-party service may affect an automation. Any third-party subscription, licence or usage charges are the Client's responsibility unless expressly included in the Proposal.
6. AI & AUTOMATED OUTPUTS
Some Revvi solutions may use artificial intelligence or automated decision-making technologies. AI and automated systems can occasionally produce inaccurate, incomplete or unexpected results. Unless specifically agreed otherwise in writing, Revvi systems are intended to assist business processes rather than replace appropriate human oversight for material financial, legal, employment, safety or other high-impact decisions. The Client remains responsible for reviewing outputs where reasonable business judgement requires human verification.
7. FEES & PAYMENT
Project fees and payment stages will be specified in the Proposal. Unless otherwise stated: invoices are payable within 7 days; deposits and payments for work already completed are non-refundable; Revvi may suspend work or services where an invoice becomes overdue; and additional work outside the agreed scope will require Client approval before being charged. Revvi is not required to release or deploy final project deliverables until outstanding project invoices have been paid.
8. MONTHLY MAINTENANCE & SUPPORT
Where the Client purchases ongoing maintenance, the inclusions and monthly fee will be specified in the Proposal. Maintenance generally covers reasonable monitoring, troubleshooting and minor adjustments to the existing automation. Maintenance does not automatically include: new systems or workflows; substantial new features; major redesigns; work required because the Client materially changes its systems; or extensive redevelopment caused by third-party platform changes. Such work may be quoted separately. Unless otherwise agreed, either party may cancel an ongoing monthly maintenance service by providing 30 days' written notice.
9. INTELLECTUAL PROPERTY
Each party retains ownership of intellectual property it owned before the project. Upon full payment of the relevant project fees, the Client receives the rights specified in the Proposal to use the completed solution developed specifically for its business. Revvi retains ownership of its pre-existing intellectual property and any reusable frameworks, methodologies, templates, libraries, general automation components, know-how and development tools used to provide its services. Nothing prevents Revvi from using its general knowledge, skills and non-confidential methods when providing services to other clients.
10. CONFIDENTIALITY
Each party must keep confidential information received from the other party confidential and use it only for purposes connected with the services. This obligation does not apply to information that is publicly available, independently developed, already lawfully known, or required to be disclosed by law.
11. DATA & SECURITY
Revvi will take reasonable measures when handling Client data and accessing Client systems. The Client remains responsible for maintaining appropriate backups, access controls, cybersecurity practices and permissions for its own systems. Where reasonably possible, Revvi will use access methods appropriate to the services being provided. Revvi is not responsible for security incidents caused by third-party platforms, compromised Client credentials, Client personnel or circumstances outside Revvi's reasonable control.
12. WARRANTIES
Revvi will provide its services with due care and skill. However, software, APIs, AI systems and integrations can experience errors, interruptions and changes. Revvi does not guarantee that an automation will operate without interruption or error at all times, or that every expected efficiency, saving or commercial result will be achieved. Nothing in these Terms excludes any guarantee, right or remedy that cannot lawfully be excluded under Australian law.
13. LIMITATION OF LIABILITY
To the maximum extent permitted by law, Revvi will not be liable for indirect, incidental, special or consequential loss, including loss of profit, revenue, opportunity, goodwill, anticipated savings or business interruption arising from the services. Revvi is not liable for losses resulting from: incorrect information supplied by the Client; Client misuse or unauthorised modification of a solution; failure by the Client to follow agreed procedures or approval controls; third-party software, APIs or service providers; outages or circumstances outside Revvi's reasonable control; or AI or automated outputs that the Client was reasonably expected to review before taking a material action. To the maximum extent permitted by law, Revvi's aggregate liability arising from a particular project or service is limited to the fees paid by the Client to Revvi for that project or service during the 6 months immediately preceding the event giving rise to the claim. This clause applies only to the extent permitted by law and does not exclude liability that cannot legally be excluded or limited.
14. CLIENT INDEMNITY
To the extent permitted by law, the Client indemnifies Revvi against third-party claims, losses or costs arising from the Client's unlawful use of the services, breach of these Terms, unauthorised use of third-party data, or instructions given to Revvi that infringe another person's rights.
15. SUSPENSION & TERMINATION
Either party may terminate a project if the other party materially breaches these Terms and fails to remedy the breach within a reasonable period after receiving written notice. Revvi may immediately suspend services where reasonably necessary because of: overdue invoices; suspected unlawful activity; cybersecurity or data risks; or use of a system in a way that creates a material risk to Revvi, the Client or another person. The Client remains responsible for fees for work completed up to the termination date and any non-cancellable third-party costs incurred for the Client.
16. DELIVERY TIMEFRAMES
Any delivery date provided by Revvi is an estimate unless expressly stated otherwise in writing. Revvi will use reasonable efforts to meet agreed timeframes but is not responsible for delays caused by Client changes, delayed approvals, third-party services or circumstances outside Revvi's reasonable control.
17. DISPUTES
If a dispute arises, both parties agree to first attempt to resolve it through good-faith discussions between authorised representatives. If the dispute cannot be resolved, either party may pursue the remedies available to it under applicable law.
18. GOVERNING LAW
These Terms are governed by the laws of Queensland, Australia. The parties submit to the jurisdiction of the courts of Queensland and applicable Commonwealth courts.
19. ENTIRE AGREEMENT
The accepted Proposal together with these Terms forms the agreement between Revvi and the Client for the relevant services and replaces previous discussions or representations concerning those services.
ACCEPTANCE
By accepting a Revvi Proposal, making payment or instructing Revvi to commence work, the Client confirms that it has read and agrees to these Terms of Business.