Terms of Service

These Terms are a practical draft for an Australian-based services business and may require legal review, especially if you sell to consumers or if your offerings change.

1. Definitions

In these Terms:

• Rollout Labs, we, and us mean Rollout Labs Pty Ltd (ABN 16 698 232 852, ACN 698 232 852).
• Client (or you) means the person or entity that purchases or receives the Services.
• Deliverables means the tangible outputs we expressly agree to provide under an Order (for example written reports, recommendations, configuration notes), excluding your pre-existing materials and general know-how.
• Order means a quote, statement of work, online checkout, or other document that sets out the Services and fees we agree.
• Services means professional services such as code review, production readiness assessments, implementation support, retainers, or advisory work described in an Order.

2. Relationship with other agreements

If we sign a separate agreement with you (for example a master services agreement or statement of work), those terms override these website Terms to the extent of any inconsistency for that engagement. Where there is no separate agreement, these Terms apply.

3. Website use

You may browse our website for lawful purposes. You must not attempt to disrupt the site, probe for vulnerabilities without authorisation, scrape at scale in a way that harms performance, or misuse any interactive features.

4. Eligibility and authority

If you engage us on behalf of a company or other organisation, you represent that you have authority to bind that organisation to these Terms.

5. Client responsibilities

To help us deliver the Services, you will:

• Cooperate reasonably and provide timely information, access, and decisions;
• Provide access to repositories, systems, and test environments only via secure channels and in line with any credentials policy we give you;
• Ensure you have rights to share materials with us and that your materials do not infringe third-party rights;
• Not provide unlawful content, malware, or intentionally harmful code;
• Maintain backups and security of your own systems; our recommendations are not a substitute for your operational practices.

Where an engagement involves handling secrets (API keys, tokens, production credentials), you should use short-lived credentials or dedicated environments wherever possible.

6. Service scope and outcomes

We use reasonable skill and care in delivering the Services. Professional Services are inherently discretionary: unless an Order expressly states otherwise, we do not guarantee specific business outcomes, uptime levels, security outcomes, app store approval, or regulatory compliance. Any timelines are estimates unless we commit to a fixed date in writing.

7. Fees, GST, and invoices

Fees are as set out in the applicable Order. Unless stated otherwise, fees are in Australian dollars (AUD) and exclude GST. We are registered for GST and will add GST to taxable supplies and issue tax invoices as required by Australian law.

You authorise us and our payment providers to charge payment methods you provide for applicable fees, taxes, and expenses approved in an Order. If a payment fails, we may suspend Services until payment is received.

8. Recurring services and subscriptions

Where an Order provides for ongoing or recurring Services:

• Billing may occur on the cycle stated in the Order (for example monthly or annually) in advance unless otherwise agreed;
• Unless we agree otherwise, subscriptions renew for the same period at our then-current fees, with reasonable notice of any price change;
• You may cancel as described in the Order or, if silent, by email with at least 14 days’ notice before the next billing date unless a minimum term applies.

Fees already charged for a period that has begun may be non-refundable except as required by law or expressly stated in your Order.

9. Change requests

Material changes to scope, deliverables, or timelines require mutual agreement, usually via a written change request or updated Order. We may charge for additional work at our standard rates where you request work outside the agreed scope.

10. Intellectual property

Your materials: You retain ownership of materials you provide to us. You grant us a non-exclusive licence to use those materials solely to deliver the Services during the engagement.

Deliverables: Upon full payment of applicable fees, we grant you a non-exclusive licence to use the Deliverables for your internal business purposes, unless an Order states differently (for example assignment of copyright for specific artefacts).

Our pre-existing materials: We retain all rights in our tools, templates, methodologies, and general know-how. If we incorporate any of our pre-existing materials into Deliverables, you receive the same usage rights as other Deliverables, not ownership of our underlying IP.

11. Confidentiality

Each party may receive confidential information from the other. The recipient will use reasonable care to protect that information and use it only for the purpose of the engagement, subject to standard exceptions (public domain, independently developed, required by law).

12. Australian Consumer Law

Our Services may come with guarantees under the Australian Consumer Law that cannot be excluded. Nothing in these Terms limits those guarantees. Where we are permitted to limit liability for a service that is not of a kind ordinarily acquired for personal, domestic, or household use, our liability may be limited to resupplying the Services or paying the cost of resupply, to the extent permitted by law.

13. Warranties and disclaimer

Except as expressly stated in an Order or as required by law, Services and Deliverables are provided on an “as is” basis to the maximum extent permitted. Automated tools and manual review can miss issues; you remain responsible for testing, security, and deployment decisions.

14. Limitation of liability

Subject to section 12 and to the extent permitted by law, our total aggregate liability for loss arising out of or relating to the Services or these Terms is limited to the amounts you paid us for the Services giving rise to the claim in the six (6) months before the claim arose.

To the extent permitted by law, neither party will be liable for indirect, consequential, special, or punitive damages, or for loss of profit, revenue, data, or goodwill, except where such exclusion is unlawful.

15. Indemnity

You indemnify us against third-party claims arising from your materials, your instructions, or your breach of these Terms, except to the extent caused by our deliberate misconduct or to the extent recovery is limited by law.

16. Term and termination

Either party may terminate for material breach if the breach is not remedied within 14 days of written notice (where remedy is possible). We may suspend or terminate if you fail to pay undisputed amounts or if continuing would expose us to legal or security risk.

Upon termination, you remain liable for fees for work performed and non-cancellable expenses incurred up to the effective date of termination.

17. Publicity

Unless you opt out in writing, we may refer to our work with you in generic terms (for example industry and engagement type) on our website or proposals. We will not publish detailed findings or code without your consent.

18. Communications

You consent to us sending operational and billing communications to the email addresses you provide. Marketing communications will comply with applicable law, including the Spam Act 2003 (Cth) where relevant.

19. Disputes and governing law

These Terms are governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria. Before commencing court proceedings, the parties will attempt in good faith to resolve disputes by escalating to a managing representative for at least 14 days.

20. General

• Assignment: You may not assign these Terms without our consent. We may assign to an affiliate or successor.
• No waiver: Failure to enforce a provision is not a waiver.
• Severability: If a provision is invalid, the remainder remains in effect.
• Entire agreement: These Terms and the applicable Order constitute the entire agreement for website use and baseline Services engagement terms, subject to any superseding written agreement.

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