1. Definitions and Interpretation
In these Terms and Conditions, the Rate Schedule, and any Quote, Order, Plan, or other arrangement related to the provision of goods or services by Rockley Consulting Pty Ltd (“we”, “us”, “our”), the following terms apply:
- After Hours means any time outside of Business Hours, including weekends and public holidays in Tasmania.
- Business Hours means 09:00 to 17:00 (AEST), Monday to Friday, excluding public holidays in Tasmania.
- Client, you or your refers to the individual, company or organisation receiving goods or services from us, including its agents, employees, successors and permitted assigns.
- Conditions means these Terms and Conditions.
- Goods means any physical items, including hardware and software, provided or procured by us for the client.
- GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- Order means any request for goods or services submitted to and accepted by us in any form, written or verbal.
- Plan means any pre-agreed or recurring service arrangement, including those under the ROCKAXIOM offering, general consulting, or support plans.
- Plan Schedule means the written terms of a Plan we provide to you, outlining inclusions, fees, and service expectations.
- Quote means any documented estimate or pricing provided to you, subject to change until accepted and confirmed in writing.
- Rates means the prices, hourly rates, call-out fees, or other charges set by us.
- Rate Schedule means our current pricing at www.rockleyconsulting.com.au/pricing.html, as updated from time to time.
- ROCKAXIOM refers to our BCDR service, including backups, system state captures, and optional virtualisation of the POS controller.
- Services means any work or assistance provided by us, including software/hardware support, consulting, analytics, or other professional services.
- Service Request means a client-initiated request for support, changes, consulting or other assistance via approved contact channels.
- Work means any task, deliverable, consulting engagement, troubleshooting, implementation, or advice performed or provided by us.
Interpretation: Words in the singular include the plural and vice versa; references to legislation include amendments and replacements; headings do not affect interpretation; a reference to a party includes their agents, successors and permitted assigns; “including” means “including without limitation”; monetary references are in AUD; time references are in Hobart (AEST/AEDT as applicable).
2. Application of These Terms
Binding Agreement. Unless otherwise agreed in writing, these Terms apply to and are incorporated into every Quote, Order, Plan, or service engagement. By requesting or accepting our goods or services, you agree to be bound.
Inconsistencies. If inconsistent with another agreement (e.g. signed proposal or Plan Schedule), the most recent document prevails to the extent of the inconsistency.
Entire Agreement. These Terms, together with any applicable Quotes, Orders, Rate Schedules, Plan Schedules and Service Level Agreements, constitute the entire agreement.
No Other Terms. No other terms (including on your POs) apply unless agreed in writing by a director.
Severability. Invalid or unenforceable provisions do not affect the remainder.
Waiver. No failure or delay to exercise a right operates as a waiver unless confirmed in writing.
3. Commitment Term
Minimum Term. If a Quote/Plan specifies a minimum term (e.g. ROCKAXIOM or retainers), it commences on the specified date or, if unspecified, the first day of the month following acceptance. You agree to retain services for the full term unless otherwise agreed.
Automatic Renewal. On term completion, services roll to month-to-month unless terminated under Section 4; rates continue at current levels unless revised.
Cancellation Within Term. Early termination without cause may incur charges for the remaining term.
Plan Adjustments. Upgrades/downgrades require written agreement and may be pro-rated.
One-Off Services. These Terms also apply to ad-hoc engagements.
4. Termination
By Client. 30 days’ written notice. For minimum-term Plans, early termination charges may apply.
By Rockley Consulting. 30 days’ written notice unless material breach (see below).
For Cause. Immediate termination if a party fails to remedy a material breach within 14 days, becomes insolvent, ceases business, or commits serious misconduct.
Final Invoicing. All charges up to final day are payable. Final invoices issued within 7 business days.
Data & Offboarding. Reasonable transition assistance is billable at standard rates unless included in a managed agreement.
Survival. Confidentiality, IP, liability, warranties, and payment obligations survive termination.
5. Representations
No Unauthorised Commitments. You acknowledge only the following bind us: these Terms; a written Quote/Plan/Proposal; our published Rate Schedule or SLA.
Written Reliance. Do not rely on verbal or informal assurances inconsistent with formal documentation.
Client Warranties. You warrant authority to engage us; information supplied is accurate; and you will not request unlawful or unlicensed actions.
6. Notices
Method. In writing by email, registered post, or courier to the last known contact details.
Deemed Receipt. Email when it leaves the sender’s system (no failure notice); post/courier on the third business day (AU) or fifth (international).
Contacts. Email: [email protected] · Website: rockleyconsulting.com.au · Postal: PO Box 113, Claremont TAS 7011.
Changes. Parties must notify contact detail changes within five business days.
7. Governing Law
These Terms are governed by the laws of Tasmania, Australia. Each party submits to the non-exclusive jurisdiction of Tasmanian courts (including relevant federal courts). The CISG does not apply.
8. Assignment
Client. You must not assign or subcontract obligations without our prior written consent (which may be conditional).
Rockley Consulting. We may assign/transfer to a related entity, acquirer, or trusted subcontractor (we remain responsible for conduct).
Continuity. Approved assignments do not affect validity; rights/obligations bind successors and permitted assigns.
9. Variation of Terms and Conditions
Right to Vary. We may amend these Terms at any time. Updated versions are published at rockleyconsulting.com.au/terms.
Notice. Continued engagement after publication constitutes acceptance. Website publication constitutes sufficient notice.
Custom Agreements. Signed MSAs/Quotes/Plan Schedules take precedence over conflicting clauses, unless later terms are expressly agreed.
Rate Schedule. We may vary published pricing at any time; fixed-term agreements retain agreed rates until term end unless stated otherwise.
10. Quotes
Nature. Quotes are valid for 14 days unless stated otherwise and are invitations to treat. No agreement until accepted and confirmed by us.
Scope. Based on available specifications and assumptions; revised if scope/assumptions change.
Conversion. Accepted Quotes become binding Orders; modifications require written agreement.
Price Variations. May vary due to hardware/licensing/labour changes, currency, vendor changes, or scope adjustments.
Availability. Items subject to supplier availability; lead times indicative.
Freight. Estimated at quote; final costs may vary and will be advised.
Promotions. Apply only as explicitly stated on the Quote.
Restocking. Cancellations may incur restocking; not all items returnable.
Expiry. Expired quotes require re-quoting.
11. Orders
Placing. By accepting a Quote, approving a proposal/Plan Schedule, or submitting a request followed by confirmation.
Acceptance. Orders bind us only when accepted in writing or when work commences; we may decline/delay for pricing/availability changes, discontinuations, or overdue accounts.
Authority. Your representative is deemed authorised; you are liable for costs incurred.
Accuracy. You must ensure Order details are accurate; we are not liable for rework/delays caused by incorrect info.
Amendments. Post-acceptance changes need our approval; cancellation fees or restocking may apply if procurement started.
Dependencies. We are not liable for delays due to third-party availability, site readiness, or required returns.
POs. If your PO numbers are required, advise prior to ordering; non-provision does not excuse late payment.
Verbal Orders. We will email a summary; absent objection within 24 hours, the work proceeds as described.
12. Pricing and Rates
Ex GST. Prices are exclusive of GST unless stated.
Rate Schedule. See rockleyconsulting.com.au/pricing.html. Clients are charged the rates in force at service delivery unless under a fixed-rate agreement.
After-Hours. Work outside Business Hours incurs after-hours rates as per the Rate Schedule.
Call-Outs. Onsite work may incur call-out fees (quoted where possible).
Billing Units. 15-minute increments; 30-minute minimum per incident unless stated otherwise.
Fixed-Fee. Covers agreed scope only; variations charged at standard rates.
Prepaid Blocks. Pay in advance; non-refundable; expire after 3 months unless agreed; consumed per billing increments.
Expenses. Travel/freight/licensing/special equipment passed through (pre-approval where practical).
Sales. Hardware/software sales subject to supplier availability and terms; prices may vary due to freight/currency/supplier changes.
Incorrect Info/Delays. Client-caused rework billed at applicable rates.
Discounts. At our discretion and limited to the stated Quote/campaign.
13. Services and Plans
Categories. General Software Support; General Hardware Support; ROCKAXIOM (BCDR); Hardware Sales; Hospitality Consulting; Analytical Reporting.
Plans. Retainers, ROCKAXIOM subscriptions, monitoring/maintenance, priority or after-hours SLAs. Each governed by a Plan Schedule.
Variations. We may vary/discontinue services or Plan types with reasonable notice; existing agreements continue to end/renewal.
Inclusions/Limits. Plans include only stated deliverables, are subject to fair use, and delivered in agreed hours/targets.
Unused Hours. Not transferable or refundable; do not roll over unless agreed.
Out-of-Scope. Unlisted work billed at standard rates.
Emergency Support. Subject to availability and billed at after-hours/emergency rates unless otherwise agreed.
14. Contracting
Subcontracting. We may subcontract to trusted providers; we remain the primary contact and responsible for delivery/quality; subcontractors are bound by confidentiality and professionalism.
Direct Engagement. Do not engage our subcontractors directly for services under this Agreement without our consent.
Third-Party Vendors. We are not responsible for conduct/pricing/support of third-party vendors beyond our implementation/configuration scope; you must accept third-party licensing and support terms.
Relationship. We act as an independent contractor.
15. Delivery, Title and Risk
Delivery. We use reasonable efforts to meet estimates but are not liable for supplier/freight/customs/out-of-control delays.
Acceptance. Ensure someone can accept deliveries during Business Hours; re-delivery fees may apply otherwise.
Risk. Passes on delivery to your site/courier/third-party location as agreed.
Title. Retained until full payment. Until then, you hold goods as bailee, must not resell, and must keep insured and in good condition.
Recovery. On default, we may enter premises to recover unpaid goods; you grant access and indemnify us for related costs.
Insurance. You must insure goods from risk transfer.
Installation. If included, scheduled separately subject to availability/site readiness.
16. Returns and Claims for Goods and Services
General. Returns/cancellations subject to supplier policies, product condition and our approval.
Non-Returnable. Custom/licensed/made-to-order, non-stock, installed/used/altered/damaged goods, or where supplier disallows returns.
Process. Notify us within 7 days with serials/order refs/reasons and cooperate with diagnostics.
Condition. Original unopened condition (unless faulty), no damage, all accessories/manuals included.
Fees. Restocking up to 25% may apply per supplier terms; deducted from credits/refunds.
Refund Timing. After supplier receives/inspects the item and fees/freight are deducted.
Service Claims. Notify within 7 days; we may re-perform work or issue partial refund at our discretion.
Exclusions. Client error/misuse, third-party faults, supplier warranty delays.
Backups. You are responsible for backups before returning hardware; we are not liable for data loss unless a backup agreement exists.
17. System Functionality and Fitness for Purpose
Technology and integrations can require testing/adjustment. Some delivery involves reasonable trial and error. We use commercially reasonable skill and care but do not guarantee specific outcomes in every environment.
Assistance Limits. We provide reasonable assistance, prioritise by severity, and limit “unlimited” services to fair use during Business Hours unless agreed.
No Guarantee. Unless stated, we do not warrant fitness for a particular purpose, universal compatibility, or compliance outcomes.
Client Due Diligence. You must ensure products/services meet your business needs, perform critical due diligence, and review risks before approving work.
Customisation/Advisory. Scope is in the Plan/Quote; we are not liable for third-party limits/data constraints.
Post-Change Support. We are not liable for issues introduced by your/third-party modifications post-delivery unless engaged to validate.
18. Force Majeure
We are not liable for delays/failures caused by Force Majeure Events (e.g. natural disasters, war, pandemics, supplier failures, government actions, power/internet outages, industrial disputes). We will notify where possible, mitigate, and resume ASAP. If a Force Majeure Event continues for 30+ consecutive days, either party may cancel affected services; prepaid unperformed services are refunded pro-rata less incurred/committed costs.
19. Product Specifications
Specs are based on manufacturer info at the time; minor differences may occur. If discontinued/unavailable, with your consent we may supply an equivalent, adjust price, delay, or cancel/refund.
Images/descriptions are illustrative. Bundles list specs/BOM; sub-components may be substituted with equivalents; performance will match or exceed scope.
You must review items for suitability and raise issues before confirmation.
20. Warranties
Manufacturer. Goods covered by manufacturer warranty; no additional warranties unless stated.
Claims. Notify within warranty period with serial/date/fault; follow vendor return steps; freight/packaging at your cost (unless within 14 days of delivery).
Handling. We may assist lodging claims, facilitate logistics, or loan equipment (availability/charges apply unless covered in a Plan).
Exclusions. Accidental damage, surge/environment, unauthorised modification/repair, software faults/reinstalls/data recovery, consumables.
Services Warranty. We warrant services are performed with due care and skill. Defects reported within 7 days will be re-performed at no charge, excluding post-change issues, client misconfiguration, or repeated third-party instability.
No Implied Warranties. To the fullest extent permitted by law, all non-express warranties are excluded.
21. Liability
Statutory Rights. Nothing excludes rights under the Competition and Consumer Act 2010 (Cth) where they cannot be excluded.
Indirect Loss. We are not liable for indirect/special/consequential loss (profit, revenue, opportunity, downtime, reputation, data loss (unless under a managed backup Plan), or third-party claims due to delays/service issues).
Cap. Where liability cannot be excluded, our total cumulative liability for any claim/related claims is limited to the lesser of: (a) fees paid for the specific goods/services in the 3 months preceding the incident; or (b) AUD $5,000.
External Factors. No liability for third-party failures, unauthorised access, Force Majeure, client inaction/misconfiguration, or unsupported use.
Backups. Unless we manage backups under a signed Plan (e.g. ROCKAXIOM), you are solely responsible for data backups.
Third-Party Products. Liability limited to vendor warranties; we act as facilitator/reseller.
Indemnity. You indemnify us against losses/costs arising from your breach, misuse/unauthorised modification, or unlawful use of our services.
22. Errors and Omissions
We use best efforts for accuracy. We may correct clerical/typographical/pricing errors after issue/acceptance; you may accept the correction or cancel the affected portion. We are not obliged to honour clearly mistaken favourable errors. Verbal advice is not binding; scope/pricing must be confirmed in writing.
23. Privacy Policy and Your Rights
We may collect personal/business information as reasonably necessary to provide goods/services, issue quotes/invoices, set up backups, access systems, communicate support/renewals, and meet legal obligations. Types include names, contacts, business details (e.g. venue name, ABN, staff names), technical contacts, necessary system info, and billing details (we do not store credit card data).
Personal information may be disclosed to internal staff/subcontractors, vendors/suppliers, regulators, and professional advisers. Data is handled per our security procedures and stored on secure platforms hosted in Australia where possible. You consent to installation/maintenance of secure remote access/monitoring tools (e.g. TeamViewer, N-Able, backup agents) as part of support/monitoring; these may collect metadata/diagnostics for service delivery. You may opt out of non-essential marketing at any time. For access/correction, email [email protected]. See our full Privacy Policy on the website.
24. Website Disclaimer
Website content is general information only; no guarantee of completeness, currency or error-free content. Nothing constitutes professional advice or an offer unless stated. Availability is not guaranteed; we are not liable for downtime, internet/hosting failures, or third-party outages. External links are not endorsed. Content may change without notice; check the website for current terms, pricing, and policies.
25. Insurance
We maintain appropriate commercial coverage: Public Liability and Professional Indemnity, plus business equipment coverage. As at the Effective Date, minimum covers are: Public Liability AUD $10,000,000 (aggregate) and Professional Indemnity AUD $5,000,000 (aggregate). Certificates of Currency available on written request within 14 business days (subject to purpose/confidentiality). Clients are responsible for insuring their own environments and goods after risk transfer; claims are subject to policy excesses/limitations and your cooperation.
26. Service Request Lodgement
Channels. Email [email protected], phone (provided to active clients), or portal/ticketing (if deployed for your account).
Info Required. Your name/organisation, issue/request description, relevant system details, screenshots/error messages, and urgency/impact.
Business Hours. Requests lodged during Business Hours are actioned per applicable SLA/Plan response times.
After-Hours. Actioned next business day by default, or escalated if your Plan includes after-hours or an emergency engagement is approved (fees may apply).
Direct to Technician. Do not lodge via personal channels; use authorised channels to maintain quality/accountability and SLA eligibility.
27. Access to Systems, Sites and Personnel
Provide timely access to systems/sites and relevant staff. Supply required credentials/tokens/MFA for authorised work and notify us about time-limited/role-restricted access. You authorise installation of remote access/monitoring agents for support/backup/patching/performance. Ensure devices are powered/networked and VPN/firewall/admin access is available; communicate maintenance windows/outages in advance. We may postpone/refuse onsite work if conditions are unsafe or obstructed. We are not liable for delays due to lack of access, unavailable staff, incomplete credentials, or client-scheduled outages.
28. Third-Party Authorisations
We may need to deal with your third-party providers (ISPs, registrars, vendors, cloud, backup, payment/POS). You are responsible for granting and maintaining required authorisations, delegations, and credentials. We act only within scope, keep credentials confidential, and are not responsible for third-party authorisation delays, outdated contacts, lockouts, or ongoing account management unless included in your Plan. You may revoke access at any time (service impact may result).
29. Payments, Late Payments and Default
Terms. Invoices are due within 14 calendar days, payable by the methods shown on the invoice, in AUD and inclusive of GST where applicable.
Late Payment. If unpaid 7 days past due, we may suspend services, withhold work, delay/cancel appointments, and revoke discounts.
Interest. Overdue amounts may attract interest at 8% p.a., calculated daily.
Recovery Costs. You reimburse reasonable debt collection/legal/admin costs.
Application of Payments. Applied to (1) recovery costs, (2) interest, (3) oldest invoices.
Disputes. Dispute within 5 business days; undisputed amounts remain payable.
Prepayment/Security. Deposits/prepayment may be required for projects/procurement/new accounts; we may request guarantees.
Arrangements. Short-term arrangements may be offered at our discretion; missed instalments make the full balance immediately due.
30. Non-Solicitation of Clients and Employees
Staff. During the engagement and 24 months thereafter, you must not employ/engage/solicit our staff/subcontractors or induce termination.
Liquidated Damages. Breach incurs a fee equal to 100% of the person’s annualised gross income (as billed/paid in the prior 12 months), representing a genuine pre-estimate of loss.
Clients. Do not approach/accept business from other Rockley clients introduced/maintained by us to bypass Rockley Consulting.
Professionalism. Both parties act in good faith; this clause discourages unethical poaching/circumvention.
31. Software Licensing and Responsibility
Client Licensing. You are responsible for ensuring all software is appropriately licensed, maintaining keys/records, and managing renewals/upgrades.
Client-Supplied Software. If we install/support third-party software you supply, you warrant lawful use and indemnify us against unauthorised use claims.
Third-Party Terms. You must comply with all third-party licence terms (e.g. Microsoft, H&L, Square, SQL Server, backup vendors).
No Transfer. Software we procure is licensed to you directly; non-transfer clauses may apply.
Audits. Vendors may audit usage; you must cooperate and bear penalties/true-ups.
Open Source/Custom Code. Our scripts/tools may be open-source/permissive; we retain IP unless assigned; you may not redistribute/rebrand/commercialise without permission.
32. Copyright and Confidentiality
IP Ownership. Unless agreed otherwise, all documentation, reports, scripts, software, configurations, and deliverables we create remain our IP. You receive a non-transferable, non-exclusive licence for internal use. You must not sell, sub-license, reverse engineer, or commercially distribute our materials without consent.
Client Confidentiality. We treat client data/information as confidential and will not disclose it except with permission, where required by law, or to trusted subcontractors under equivalent confidentiality obligations.
Mutual Confidentiality. You must not disclose our documentation, internal methods, pricing, or service strategies to third parties without permission.
Exceptions. Confidentiality obligations do not apply to information that becomes public through no fault, is lawfully obtained without restriction, or is independently developed.
Duration. Confidentiality obligations apply during the engagement and for five (5) years after termination unless superseded by another agreement.
