Professional Services Agreement

1. Parties

Service Provider

• Name: Rapid Developments Business Solutions
• ABN: 38 377 925 811
• Address: [Registered Address]
• Contact: [Provider Contact Email]

Client

• Name: [Client Legal Name]
• ABN/ACN: [Client ABN/ACN]
• Address: [Client Address]
• Contact: [Client Contact Name] - [Client Contact Email]

2. Scope of Work

The services to be provided under this Agreement are detailed in Schedule A: Scope of Work (attached).

The scope of work includes all deliverables, milestones, and acceptance criteria as described in Schedule A. Any work outside the agreed scope requires a formal change request approved in writing by both parties before commencement.

3. Deliverables and Timeline

Timelines are estimates and are contingent on timely provision of required information, access, and approvals by the Client. Delays caused by the Client may result in revised timelines.

4. Fees and Payment

4.1 Total Fee

4.2 Deposit

A deposit of $[Deposit Amount] AUD ([Deposit Percentage]% of total fee) is due upon execution of this Agreement. Work will not commence until the deposit is received.

4.3 Payment Schedule

4.4 Payment Method

Invoices are payable within 14 days of issue via bank transfer to:

• Account Name: [Account Name]
• BSB: [BSB]
• Account Number: [Account Number]
• Reference: [Invoice Reference]

4.5 Late Payment

Invoices not paid within 14 days of the due date will incur interest at 1.5% per month (18% per annum) on the outstanding balance. Rapid Developments reserves the right to suspend work on accounts overdue by more than 30 days.

4.6 Expenses

Unless expressly included in the total fee:

• Travel outside the Brisbane metropolitan area: $0.95/km or actual costs
• Accommodation for regional engagements: at cost
• Third-party costs (software licences, hosting, etc.): at cost plus 10% administration

5. Intellectual Property

5.1 Client Ownership of Deliverables

Upon full payment of all fees, the Client owns all custom deliverables created specifically for this engagement, including:

• Custom reports, recommendations, and documentation specific to the Client's business
• Custom software, code, or configurations developed for the Client
• Custom training materials prepared for the Client

5.2 Rapid Developments Pre-Existing IP

Rapid Developments retains all rights to its pre-existing intellectual property, including:

• Proprietary methodologies, frameworks, and assessment tools
• General templates, reusable components, and tools
• Proprietary processes, techniques, and know-how

The Client receives a non-exclusive, non-transferable, perpetual licence to use Rapid Developments' pre-existing IP solely as incorporated into the deliverables.

5.3 Feedback and Improvements

Rapid Developments may use general learnings, anonymised insights, and methodological improvements derived from the engagement to enhance its services, without revealing the Client's confidential information.

6. Confidentiality

6.1 Mutual Obligations

Both parties agree to keep confidential all information disclosed by the other party that is:

• Marked or identified as confidential
• By its nature reasonably considered confidential
• Business strategies, plans, financials, technical specifications, or trade secrets

6.2 Permitted Disclosures

Confidential information may be disclosed:

• To employees, contractors, and subcontractors who need to know for service delivery (bound by equivalent obligations)
• To professional advisers under equivalent confidentiality obligations
• As required by law, regulation, or court order (with prompt notice to the disclosing party where permitted)
• With the prior written consent of the disclosing party

6.3 Exclusions

These obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party before disclosure
• Is independently developed without reference to confidential information
• Is rightfully obtained from a third party without restriction

6.4 Duration

Confidentiality obligations survive termination of this Agreement for a period of 5 years, or indefinitely for trade secrets.

6.5 Return of Materials

Upon termination or completion, each party shall return or destroy the other party's confidential information upon request, except for copies required by law or professional standards.

7. Marketing Consent

8. Warranties

8.1 Rapid Developments Warranties

Rapid Developments warrants that:

• Services will be performed with due care, skill, and diligence
• Services will be performed by appropriately qualified personnel
• Rapid Developments has the right to provide the services described herein
• Deliverables will not, to Rapid Developments' knowledge, infringe any third-party intellectual property rights

8.2 Subject to Terms of Service

This Agreement is subject to Rapid Developments' Terms of Service. In the event of conflict between this Agreement and the Terms of Service, this Agreement prevails.

For the avoidance of doubt, the limitation of liability set out in the Terms of Service - including the aggregate caps of the greater of fees paid or A$10,000 per claim, and A$50,000 in total - applies to and is incorporated into this Agreement, and is not displaced by the preceding sentence.

8.3 No Guaranteed Outcomes

8.4 Australian Consumer Law

Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot be excluded by agreement.

9. Termination

9.1 Termination for Convenience

Either party may terminate this Agreement by providing 30 days' written notice to the other party.

9.2 Termination for Cause

Either party may terminate this Agreement immediately if the other party:

• Materially breaches this Agreement and fails to remedy within 14 days of written notice
• Becomes insolvent, enters administration, or ceases to carry on business

9.3 Effect of Termination

Upon termination:

• The Client shall pay for all work completed up to the termination date
• Rapid Developments shall deliver all completed deliverables and work in progress
• Each party shall return or destroy the other party's confidential information
• Licences granted in deliverables remain in effect (subject to full payment)
• Provisions that by their nature should survive (confidentiality, IP, liability) shall survive termination

9.4 Deposit and Refunds

If the Client terminates for convenience:

• The deposit is non-refundable
• Fees for work completed are non-refundable
• Fees paid in advance for work not yet commenced will be refunded within 30 days

If Rapid Developments terminates for convenience:

• Fees paid in advance for work not yet commenced will be refunded within 30 days
• The Client retains all completed deliverables

10. Dispute Resolution

10.1 Good Faith Negotiation

The parties shall first attempt to resolve any dispute through good faith negotiation between appropriate representatives within 14 days of written notice of the dispute.

10.2 Mediation

If negotiation does not resolve the dispute, either party may refer the dispute to mediation administered by the Resolution Institute (or successor body) in Brisbane, Queensland. Mediation costs shall be shared equally.

10.3 Courts of Queensland

If mediation does not resolve the dispute within 30 days of referral, either party may commence legal proceedings. This Agreement is governed by the laws of Queensland, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Queensland.

11. General Provisions

• Entire Agreement: This Agreement, together with Schedule A and the Terms of Service, constitutes the entire agreement between the parties.
• Amendments: Amendments must be in writing and signed by both parties.
• Severability: If any provision is found invalid, the remaining provisions continue in full force.
• Force Majeure: Neither party is liable for delays caused by circumstances beyond reasonable control.
• Assignment: Neither party may assign this Agreement without the other's prior written consent.
• Relationship: Rapid Developments is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
• Notices: Notices must be in writing and sent to the addresses specified in section 1. Email is acceptable with read confirmation.
• Governing Law: This Agreement is governed by the laws of Queensland, Australia.

12. Signatures

By signing below, both parties agree to the terms and conditions set out in this Professional Services Agreement and the attached Schedule A.

Schedule A: Scope of Work

Project Overview

• Project Name: [Project Name]
• Project Description: [Project Description]

Objectives

1. [Objective 1]
2. [Objective 2]
3. [Objective 3]

Scope

In Scope

• [In Scope Item 1]
• [In Scope Item 2]
• [In Scope Item 3]

Out of Scope

• [Out of Scope Item 1]
• [Out of Scope Item 2]

Deliverables

Assumptions

• [Assumption 1]
• [Assumption 2]
• [Assumption 3]

Client Responsibilities

• [Client Responsibility 1]
• [Client Responsibility 2]
• [Client Responsibility 3]

Acceptance Criteria

Deliverables are accepted when:

• [Acceptance Criterion 1]
• [Acceptance Criterion 2]

The Client has [Acceptance Period] business days to review each deliverable. If no response is received within this period, the deliverable is deemed accepted.