Terms & Conditions

1. Definitions and Interpretation

In these Terms and Conditions:

• "Company", "we", "us", "our" means RR Sols Pty Ltd (ABN 56 672 722 486), an Australian proprietary limited company.
• "Services" means software products (including RankCart.io and app.RankCart.io), software development services, consulting, and any other services we provide.
• "User", "you", "your" means any individual or legal entity accessing or using our Services.
• "Agreement" means these Terms and Conditions together with any applicable order forms, statements of work, or service agreements.
• "Intellectual Property" includes copyright, trademarks, patents, trade secrets, designs, and all other intellectual and industrial property rights.
• "ACL" means the Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
• "Business Day" means a day other than a Saturday, Sunday, or public holiday in New South Wales, Australia.

2. Acceptance of Terms

By accessing our websites, creating an account, or purchasing or using our Services, you confirm that you have read, understood, and agree to these Terms. If you are using our Services on behalf of a business or organisation, you represent that you have the authority to bind that entity to these Terms.

We may update these Terms from time to time by posting an updated version on our website. Continued use of our Services after changes are posted constitutes your acceptance of the updated Terms.

3. Our Services

3.1 Software Products

We develop and operate software-as-a-service (SaaS) products including RankCart.io and app.RankCart.io. Access to these products is subject to the specific subscription terms and product documentation applicable to each product.

3.2 Software Services

Where we provide custom software development, consulting, or other professional services, the scope, deliverables, timeline, and fees will be set out in a separate Statement of Work or service agreement. Such documents are incorporated into and form part of this Agreement.

3.3 Modifications

We reserve the right to modify, suspend, or discontinue any part of our Services at any time with reasonable notice where practicable. We will not be liable to you or any third party for any modification, suspension, or discontinuance of Services.

4. Account Registration and Security

To access certain Services, you must create an account. You agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Keep your password confidential and not share it with third parties
• Notify us immediately of any unauthorised use of your account
• Accept responsibility for all activities that occur under your account

We reserve the right to terminate or suspend accounts that violate these Terms or at our sole discretion where reasonably necessary.

5. Fees, Payment, and Billing

5.1 Fees

Applicable fees for our Services are set out on our pricing pages or in your service agreement. All fees are quoted in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated.

5.2 GST

Where applicable, Goods and Services Tax (GST) will be added to the price of our Services in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Tax invoices will be issued upon request.

5.3 Payment terms

For subscription services, fees are billed in advance on a monthly or annual basis. For project-based services, payment terms will be specified in the relevant Statement of Work. Invoices are due within fourteen (14) days of the invoice date unless otherwise agreed.

5.4 Late payment

Overdue amounts may incur interest at the rate of 2% per month. We reserve the right to suspend Services for accounts with overdue balances after written notice.

5.5 Refunds

Subject to your rights under the ACL, subscription fees are generally non-refundable. If you cancel a subscription, you will retain access until the end of your current billing period. Refunds may be issued at our discretion in exceptional circumstances.

6. Acceptable Use Policy

You agree not to use our Services to:

• Violate any applicable Australian or international laws or regulations
• Infringe the Intellectual Property rights of any third party
• Transmit spam, malware, viruses, or malicious code
• Engage in data scraping, crawling, or harvesting without our written consent
• Attempt to gain unauthorised access to our systems or another user's account
• Reverse-engineer, decompile, or disassemble our software
• Use our Services to engage in fraudulent or deceptive conduct
• Harass, abuse, or harm any person

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account without refund.

7. Intellectual Property

7.1 Our IP

All Intellectual Property in our Services, websites, software, logos, trademarks, and content is owned by or licensed to RR Sols Pty Ltd. Nothing in these Terms grants you any right, title, or interest in our Intellectual Property except the limited licence to use our Services as expressly set out herein.

7.2 Your content

You retain ownership of any data or content you upload to our Services ("Your Content"). By uploading Your Content, you grant us a non-exclusive, royalty-free licence to use, process, and store Your Content solely as necessary to provide the Services to you.

7.3 Feedback

Any feedback, suggestions, or ideas you provide to us may be used by us without restriction or obligation to you.

8. Privacy

Our collection and handling of personal information is governed by our Privacy Policy, which forms part of these Terms. By using our Services, you consent to the practices described in our Privacy Policy.

9. Australian Consumer Law Guarantees

Nothing in these Terms is intended to exclude, restrict, or modify any consumer guarantee, right, or remedy under the ACL that cannot be excluded, restricted, or modified by agreement.

Where our Services are not of a kind ordinarily acquired for personal, domestic, or household use, and to the extent permitted by law, our liability for a failure to comply with a consumer guarantee is limited to:

• The resupply of the Services; or
• The payment of the cost of having the Services supplied again.

10. Limitation of Liability

To the maximum extent permitted by law, RR Sols Pty Ltd excludes all liability for any indirect, incidental, special, consequential, or punitive damages arising from or related to your use of our Services, including but not limited to:

• Loss of revenue, profit, or business opportunity
• Loss of data or corruption of data
• Business interruption
• Cost of substitute services

Subject to the ACL, our total aggregate liability to you for any claims arising under or related to these Terms shall not exceed the total amount paid by you for the Services in the three (3) months preceding the event giving rise to the claim.

11. Indemnification

You agree to indemnify, defend, and hold harmless RR Sols Pty Ltd and its officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your use of our Services; (b) your violation of these Terms; or (c) your infringement of any third-party rights.

12. Confidentiality

Each party agrees to keep confidential any non-public information of the other party that is disclosed in connection with the Services and marked as confidential or that would reasonably be understood to be confidential. This obligation does not apply to information that: (a) is or becomes publicly known through no breach of this clause; (b) was known before disclosure; (c) is independently developed; or (d) must be disclosed by law.

13. Term and Termination

13.1 Subscription services

Subscriptions commence on the date of sign-up and continue on a rolling basis until cancelled. You may cancel at any time via your account settings or by contacting us.

13.2 Termination by us

We may terminate or suspend your access immediately, without notice, for material breach of these Terms. We may also terminate Services on thirty (30) days' written notice.

13.3 Effect of termination

Upon termination, your right to use our Services ceases. Provisions relating to Intellectual Property, Limitation of Liability, Indemnification, Governing Law, and any outstanding payment obligations survive termination.

14. Dispute Resolution

If a dispute arises in connection with these Terms, the parties agree to first attempt to resolve the dispute through good-faith negotiations. If the dispute is not resolved within twenty (20) Business Days of written notice of the dispute, either party may refer the matter to mediation administered by the Australian Disputes Centre (ADC) or commence proceedings in a court of competent jurisdiction.

Nothing in this clause prevents a party from seeking urgent interlocutory relief from a court.

15. Governing Law and Jurisdiction

These Terms are governed by the laws of New South Wales, Australia. You irrevocably submit to the exclusive jurisdiction of the courts of New South Wales (and any appellate courts) for the resolution of any dispute arising out of or in connection with these Terms.

16. General Provisions

• Entire agreement: These Terms (including documents incorporated by reference) constitute the entire agreement between the parties regarding the Services and supersede all prior agreements or representations.
• Severability: If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity of the remaining provisions.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights to a related body corporate or in connection with a merger, acquisition, or business transfer.
• Force majeure: Neither party is liable for any failure or delay caused by circumstances beyond that party's reasonable control.

17. Contact Us

If you have any questions about these Terms and Conditions, please contact us: