RollCall

Master Services Agreement

Last Updated: March 2026

1. Parties and Definitions

This Master Services Agreement ("Agreement") is entered into between RollCall Safety Solutions Pty Ltd (ABN 52 623 515 584), trading as "RollCall" ("Provider"), and the subscribing entity identified in the applicable Order Form ("Customer").

"Services" means the RollCall school bus management platform, including the web dashboard, Driver/Supervisor App, Parent App, NFC hardware, and any related professional services as described in the Order Form.

2. Scope of Services

The Provider shall supply the Services as described in the Order Form, which may include:

  • Access to the RollCall web-based management platform
  • Mobile applications for drivers, supervisors, and parents
  • NFC hardware for student tap-on/tap-off functionality
  • Smart Route route optimisation tools
  • Real-time GPS tracking and notification services
  • Reporting and analytics capabilities
  • Implementation, training, and onboarding support

3. Term and Renewal

The initial term of this Agreement commences on the date specified in the Order Form and continues for the period stated therein ("Initial Term"). Unless either party provides written notice of non-renewal at least 60 days prior to the end of the then-current term, this Agreement shall automatically renew for successive periods of one year ("Renewal Terms").

4. Fees and Payment

The Customer shall pay the fees set out in the Order Form. Unless otherwise stated:

  • Fees are invoiced annually in advance
  • Payment is due within 30 days of invoice date
  • All fees are quoted exclusive of GST (or equivalent tax), which will be added where applicable
  • The Provider may increase fees upon renewal by providing at least 60 days' written notice
  • Late payments may incur interest at the rate of 1.5% per month

5. Customer Obligations

The Customer shall:

  • Provide accurate and complete information necessary for the delivery of Services
  • Ensure that authorised users comply with the Acceptable Use Policy
  • Maintain the security of account credentials and notify the Provider of any unauthorised access
  • Obtain all necessary consents from parents, guardians, and staff for the collection and processing of personal information
  • Comply with all applicable laws and regulations in connection with its use of the Services

6. Intellectual Property

All intellectual property rights in the Services, including software, documentation, and training materials, remain the exclusive property of the Provider. The Customer is granted a non-exclusive, non-transferable licence to use the Services for the duration of this Agreement, solely for the Customer's internal business purposes.

The Customer retains all rights in its data. The Provider shall not use Customer data for any purpose other than providing the Services, except for anonymised and aggregated data used to improve the Services.

7. Data Protection

The parties' respective obligations regarding the processing of personal data are set out in the Data Processing Agreement, which forms part of this Agreement. The Provider shall process personal data only in accordance with the Customer's documented instructions and applicable data protection laws.

8. Confidentiality

Each party shall keep confidential all information received from the other party that is designated as confidential or that reasonably should be understood to be confidential. This obligation does not apply to information that is publicly available, independently developed, or lawfully received from a third party without restriction.

9. Service Levels and Support

The Provider shall use commercially reasonable efforts to maintain platform availability of 99.5% measured on a monthly basis, excluding scheduled maintenance windows. Support services are provided in accordance with the Support Services Policy, which forms part of this Agreement.

10. Limitation of Liability

To the maximum extent permitted by law:

  • Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages
  • The Provider's total aggregate liability under this Agreement shall not exceed the fees paid by the Customer in the 12 months preceding the claim
  • Nothing in this Agreement excludes or limits liability for death, personal injury, fraud, or any liability that cannot be excluded by law

11. Termination

Either party may terminate this Agreement:

  • For convenience, by providing 60 days' written notice prior to the end of the then-current term
  • For cause, if the other party materially breaches this Agreement and fails to remedy the breach within 30 days of written notice
  • Immediately, if the other party becomes insolvent or enters into administration, liquidation, or receivership

Upon termination, the Provider shall make Customer data available for export for a period of 30 days, after which all Customer data shall be securely deleted in accordance with the Data Processing Agreement.

12. Warranties and Disclaimers

The Provider warrants that the Services will be provided with reasonable skill and care and will substantially conform to the documentation. Except as expressly stated in this Agreement, all other warranties, whether express or implied, are excluded to the maximum extent permitted by law.

13. Governing Law

This Agreement is governed by the laws of the State of Victoria, Australia, unless otherwise specified in the Order Form. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction.

14. General Provisions

This Agreement, together with the Order Form, Data Processing Agreement, Acceptable Use Policy, and Support Services Policy, constitutes the entire agreement between the parties. No amendment to this Agreement shall be effective unless in writing and signed by both parties. If any provision is held to be unenforceable, the remaining provisions shall continue in full force and effect.