Terms and Conditions
1. About these terms
1.1 These Terms and Conditions ("Terms") govern the supply of services and tools by Scale Foundry (ABN [51 514 963 537) ("Scale Foundry", "we", "us", "our") to you, the client ("you", "your", "Client").
1.2 These Terms apply to four offerings:
the Free RevOps Diagnostic Tool (Section 5);
the Premium RevOps Diagnostic (Section 6);
Build Tracks (Section 7); and
Retainer / Fractional Engagements (Section 8).
1.3 Where you and we sign a separate proposal, statement of work, order form or services agreement ("Engagement Document"), that document together with these Terms forms the agreement between us. If there is an inconsistency, the Engagement Document prevails to the extent of the inconsistency, unless it expressly states otherwise.
1.4 These Terms are intended for business clients. By engaging us, you confirm you are acquiring our tools and services for business purposes and not as a consumer for personal, domestic or household use.
1.5 We may update these Terms from time to time. The version in force when you enter into an Engagement Document applies to that engagement.
2. Nature of our services — what we do and don't promise
2.1 Scale Foundry provides revenue operations ("RevOps") diagnostics, advisory and implementation services. Our work involves analysis, recommendations, estimates and the building of systems and processes based on information available to us at the time.
2.2 No guarantee of results. Our services are advisory and implementation services, not a guarantee of any commercial outcome. We do not warrant or guarantee that any engagement will result in increased revenue, growth, return on investment, cost savings, conversion, adoption or any other specific commercial result. Business outcomes depend on many factors outside our control, including your market, your team, your execution, your resourcing, your other suppliers, economic conditions, and the accuracy and completeness of the information you give us.
2.3 Estimates are estimates. Any ROI figures, projections, forecasts, scorecards, ratings or potential-impact estimates we provide (including in any diagnostic report) are illustrative only. They are based on the information available during the diagnostic phase and on assumptions that may not hold. They are not promises, representations or warranties of future performance, and you should not rely on them as such when making financial or business decisions.
2.4 Your responsibility. You are responsible for your own business decisions. Our recommendations are inputs to your decision-making, not a substitute for your own judgement. You remain responsible for implementing, operating and maintaining any changes, and for obtaining your own legal, financial, tax and accounting advice where relevant.
2.5 Reliance on your information. Our analysis and outputs are only as good as the information we receive. You are responsible for ensuring that information you provide (including interview responses, data, access and documents) is accurate, complete and not misleading. We are not liable for outputs that are affected by incomplete, inaccurate or out-of-date information supplied by you or on your behalf.
3. Fees and payment
3.1 Fees for each engagement are set out in the relevant Engagement Document. The Free RevOps Diagnostic Tool is provided at no charge (see Section 5).
3.2 Unless stated otherwise, fees are exclusive of GST and any other applicable taxes, which you must pay in addition.
3.3 Payment terms (including deposits, milestones and timing) are as set out in the Engagement Document. Unless stated otherwise, invoices are payable within 14 days of the invoice date.
3.4 We may pause or suspend work, and withhold deliverables, where undisputed invoices remain unpaid after their due date, having first given you reasonable notice. If we have not received payment, we reserve the right to settle any unpaid amounts to a third party agency for collection of dues.
3.5 Except as required by law, fees paid are non-refundable once the relevant work has been performed.
4. Your obligations
4.1 To allow us to perform the services, you agree to:
provide timely, accurate and complete information, access and materials we reasonably request;
make relevant personnel available for interviews, debriefs and reviews;
give necessary access to systems, tools and data (subject to your security requirements); and
respond to requests and approvals within reasonable timeframes.
4.2 Delays, gaps or inaccuracies in what you provide may affect timelines, deliverables and the reliability of our outputs, and are not our responsibility.
4.3 You warrant that you have the right to give us any data, materials or system access you provide, and that our use of them as contemplated by the engagement will not breach any law or any third party's rights.
5. Free RevOps Diagnostic Tool
5.1 The Free RevOps Diagnostic Tool provides an initial, high-level diagnosis of your RevOps engine, focused on revenue flow, ideal customer profile (ICP) and market fit. It generates a recommendation based on your answers to a short questionnaire, held against our Growth Framework, and combined with publicly available market and positioning research and information from your website.
5.2 The Free RevOps Diagnostic Tool is provided "as is" and "as available", free of charge, for general informational purposes only. It is a high-level indication, not a substitute for the Premium Diagnostic or professional advice tailored to your circumstances.
5.3 To the maximum extent permitted by law, we give no warranties about the Free RevOps Diagnostic Tool or its outputs, including as to accuracy, completeness, fitness for a particular purpose or availability, and we are not liable for any decision you make or action you take in reliance on it.
5.4 We may modify, suspend or withdraw the Free RevOps Diagnostic Tool, or any part of it, at any time without notice.
5.5 You are responsible for the accuracy of the answers you submit. Outputs reflect those answers and the limited research described above, and necessarily only "scratch the surface".
5.6 By using the Free RevOps Diagnostic Tool you agree we may contact you about your results, including to offer a follow-up discussion or invitation to our Premium Diagnostic.
6. Premium RevOps Diagnostic
6.1 The Premium RevOps Diagnostic is a premium, paid engagement and a deeper extension of the Free RevOps Diagnostic Tool. It typically includes a debrief of your free report, a fit assessment, and if you proceed, a proposal followed by structured interviews (typically 3–5 hours across your business leads) and a final report against our scorecard framework, including indicative ROI estimates.
6.2 The specific scope, deliverables, timing and fees for your Premium RevOps Diagnostic are set out in the proposal / Engagement Document for that engagement. We will perform the services with due care and skill and in a professional manner.
6.3 The final report, scorecard outputs and any ROI estimates are based on the information gathered during the diagnostic phase. As set out in clause 2.3, ROI and impact estimates are illustrative and are only as accurate as the information available during that phase. They are not guarantees of outcomes.
6.4 The Premium RevOps Diagnostic is a diagnostic and advisory service. It does not include building, implementing or operating any recommendation unless you separately engage us for a Build Track or Retainer.
6.5 Scheduling assumes reasonable availability of your personnel. Where interviews or inputs are delayed or unavailable, timelines and the depth of the report may be affected.
7. Build Tracks
7.1 Build Tracks are optional, "done-for-you" implementation packages we may recommend in your Premium Diagnostic report. Each Build Track addresses a specific recommendation and is offered on a project-delivery basis.
7.2 Each Build Track you select will have its own fixed scope and fixed fee, set out in an Engagement Document. Work outside that agreed scope ("out-of-scope work") is not included and will be quoted and agreed separately before we proceed.
7.3 Change requests. If you ask us to change the scope of a Build Track, we will tell you the impact on fees and timing. We are not obliged to proceed with changed scope until it is agreed in writing.
7.4 Acceptance. Unless the Engagement Document says otherwise, you will have 5 business days from delivery of a Build Track deliverable to review it and notify us of any material non-conformity with the agreed scope. If you do not, the deliverable is taken to be accepted.
7.5 We will perform Build Track work with due care and skill. As with all our services, delivering an agreed build is not a guarantee that the build will produce any particular commercial result (see Section 2).
7.6 You are responsible for operating, maintaining and adopting any delivered build after handover, unless we separately agree to do so under a Retainer.
8. Retainer / Fractional Engagements
8.1 Retainer and fractional-leadership engagements are tailored to your needs and are typically structured around days or hours per week, or around a defined project (for example, driving adoption or change following Build Track work).
8.2 The specific commitment, cadence, fees, term and notice period for each Retainer are set out in the relevant Engagement Document.
8.3 Term and termination. Unless the Engagement Document says otherwise, either party may terminate a Retainer for convenience by giving 30 days' written notice. You remain liable for fees for services performed up to the end of the notice period, and for any committed but unused minimum where the Engagement Document specifies one.
8.4 Nature of the relationship. A Retainer does not make us your employee, partner, or agent, and does not create a joint venture. We provide services as an independent contractor and retain discretion over how the services are performed, subject to the agreed scope.
8.5 Retainer effort represents our time and expertise applied to your goals. It is not a guarantee of any specific result, adoption rate, or business outcome (see Section 2).
9. Intellectual property
9.1 Our background IP. We own (and retain ownership of) all intellectual property in our methodologies, frameworks, scorecards, questionnaires, our RevOps Diagnostic Tool (both free and paid), templates, know-how and any pre-existing materials ("Scale Foundry IP"), including any improvements to them.
9.2 Deliverables. On full payment of all fees due for the relevant engagement, we grant you a non-exclusive, perpetual licence to use the reports and deliverables we provide for your internal business purposes.
9.3 Nothing in these Terms transfers ownership of Scale Foundry IP to you. Where a deliverable incorporates Scale Foundry IP, your licence under clause 9.2 extends only to using that deliverable, not to extracting, reselling or sub-licensing the underlying Scale Foundry IP.
9.4 We may use general learnings, skills and know-how gained during an engagement, and may describe the engagement at a high level for marketing or case-study purposes only with your prior consent (such consent not to be unreasonably withheld).
10. Australian Consumer Law
10.1 Certain rights and guarantees (including consumer guarantees under the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law ("ACL")) may apply to our supply and cannot be excluded, restricted or modified. Nothing in these Terms excludes, restricts or modifies any right or remedy that cannot lawfully be excluded, restricted or modified ("Non-Excludable Rights").
10.2 To the extent we are entitled to do so, where our services are not of a kind ordinarily acquired for personal, domestic or household use, our liability for failure to comply with a consumer guarantee in relation to services is limited, at our option, to:
(a) re-supplying the services; or
(b) paying the cost of having the services re-supplied.
10.3 Subject to clause 10.1, all other terms, conditions, warranties and guarantees that would otherwise be implied into these Terms are excluded to the maximum extent permitted by law.
11. Limitation of liability
11.1 This Section applies subject to Section 10 (Australian Consumer Law) and to any Non-Excludable Rights.
11.2 No indirect loss. To the maximum extent permitted by law, we are not liable to you for any indirect, consequential, special or incidental loss, or for any loss of profit, revenue, anticipated savings, business, goodwill, opportunity, or data, however arising (whether in contract, tort including negligence, statute or otherwise), even if the loss was foreseeable or we were advised of its possibility.
11.3 Liability cap. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with an engagement (whether in contract, including negligence, under statute or otherwise) is limited to the total fees paid by you to us for that engagement in the 12 months immediately before the event giving rise to the liability.
11.4 No liability for the Free RevOps Diagnostic Tool. Because the Free RevOps Diagnostic Tool is provided free of charge, to the maximum extent permitted by law our liability in connection with it is excluded entirely (subject to clause 11.1).
11.5 Reliance and decisions. To the maximum extent permitted by law, we are not liable for any loss arising from your business decisions, your implementation or operation of any recommendation or build, your reliance on estimates or projections (clause 2.3), or information you or third parties supplied to us.
11.6 Your contribution. Our liability is reduced to the extent any loss is caused or contributed to by you, your personnel or your other suppliers.
12. Indemnity
12.1 To the maximum extent permitted by law, you indemnify us (and our personnel and contractors) against any loss, liability, cost or expense (including reasonable legal costs) we suffer or incur arising out of or in connection with:
(a) your breach of these Terms or an Engagement Document;
(b) any data, materials, instructions or system access you provide to us, including any claim that our use of them as contemplated infringes a third party's rights or breaches any law;
(c) your use of, or reliance on, any report, deliverable, recommendation or estimate, including any business decision you make as a result; and
(d) any claim by a third party (including your customers, investors or personnel) arising from your business activities or from outcomes you attribute to our services.
12.2 Your liability under this indemnity is reduced to the extent the relevant loss was caused by our breach of these Terms, our negligence, or our wilful misconduct.
12.3 This indemnity survives termination or completion of an engagement.
13. Confidentiality
13.1 Each party may receive confidential information of the other. Each party agrees to keep the other's confidential information confidential, to use it only for the purposes of the engagement, and to protect it with reasonable care.
13.2 This does not apply to information that is or becomes public (other than through breach), is already known, is independently developed, or is required to be disclosed by law (in which case the disclosing party will, where lawful, give the other notice).
13.3 These obligations survive termination or completion of the engagement.
14. Privacy and data
14.1 We handle personal information in accordance with the Privacy Act 1988 (Cth) and our privacy policy here.
14.2 You are responsible for ensuring you have any necessary rights and consents to share with us any personal information contained in the data or materials you provide.
15. General
15.1 Governing law. These Terms are governed by the laws of Victoria, Australia, and each party submits to the non-exclusive jurisdiction of the courts of Victoria.
15.2 Dispute resolution. Before starting court proceedings (except for urgent injunctive relief), the parties will first attempt to resolve any dispute in good faith through senior representatives.
15.3 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.
15.4 Assignment. You may not assign or novate your rights or obligations without our prior written consent.
15.5 Entire agreement. These Terms and the relevant Engagement Document are the entire agreement between the parties about their subject matter and supersede prior discussions and representations.
15.6 Severability. If any provision is unenforceable, it is severed to the minimum extent necessary and the rest of the Terms continue in force.
15.7 No waiver. A failure or delay in exercising a right is not a waiver of it.
15.8 Survival. Sections 2, 9, 11, 12, 13 and 14 survive termination or completion of an engagement.
Scale Foundry — Terms and Conditions