Terms and Conditions - Rowland

Terms and Conditions

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These Terms and Conditions are to be read in conjunction with the Quote or Estimate, and any agreed Proposal outlining the scope of work to be performed by Rowland Pty Ltd (Rowland). Together they form the Contract for Communication Services, “the Contract”.

    1. Rowland Commitment
      Rowland agrees to carry out the services as outlined in this Contract in a professional and diligent manner.
    2. Client Commitment
      The Client agrees to pay all fees and charges invoiced by Rowland for services carried out pursuant to this Contract.
    3. Rates and charges
      1. Consulting costs
        Rowland operates on a professional fees basis. Fees for professional consultancy staff range from $150 to $450 per hour. Administrative support is billed at $90 per hour.These fees are exclusive of any GST. GST will be charged at 10% of total invoice.Drawing from the full depth of Rowland staff, work is assigned to the person or team of people who can most effectively perform the Client’s work reflecting value-for-money and efficiency. Invoiced amounts will reflect the hours and the staff performing the work.
      2. Additional costs
        Meetings, emails and telephone calls, etc. above the scope of agreed activities will be charged at the relevant consultant’s hourly rate.
      3. Billing arrangements
        Dependent on the nature of the project, our typical billing procedures are as follows:

        1. Close of books
          Books close for invoicing on the last working day of the calendar month. Accounts are to be settled within 14 days after the date of the account. Arrangements can be made to ensure that our billing system coordinates with the Client’s financial requirements
        2. Interest
          If the Client is in arrears in any payment due to Rowland under this Contract, the Client shall pay, in addition to the arrears, interest at the rate of 10% per annum on all arrears for each day during which the default continues.
      4. Disbursements
        Unless otherwise agreed, the Client will be invoiced for disbursements at an amount equivalent to 10% of total professional fees incurred by the Client. This represents costs routinely incurred by Rowland in the performance of its professional duties. Disbursements include, but are not limited to, local travel costs, taxis, photocopying, email costs, telephone calls, postage, courier fees and other like expenses.
      5. Supplier costs
        The Client is responsible for payment of all third party supplier costs such as, but not limited to the costs of major direct mail distribution, significant international telephone charges or bulk photocopying, printing, photography, design, artwork, media monitoring, production, airfares, catering and venue hire.Where costs are required to be incurred from a third-party supplier, it is our standard policy that competitive quotes are sourced and the most appropriate estimate presented to the Client for approval before any external expenditure costs are incurred. Rowland will not incur such cost until such time as approval is received from the Client unless such approval is not obtained within 24 hours after the request, and the execution of the activity in Rowland’s opinion is crucial, in which case Rowland is entitled to assume the cost is approved.
        Before contracting suppliers to undertake work, arrangements may be agreed with the Client for:

        1. Rowland to pay the supplier costs and then invoice the Client those costs, together with a handling fee, or
        2. The Client to be billed directly by the supplier.
      6. Goods and services tax
        Each amount payable by the Client to us for any taxable supply under or as a consequence of this Contract is expressed to be exclusive of GST. Therefore, the rate or amount does not include any goods or services tax “GST” unless it is stated. If any GST is or becomes chargeable with respect to any taxable supply including the payment by the Client to us of any amounts under this Contract or by virtue of our engaging any suppliers, then the Client must:

        1. Pay the amount due for services, inclusive of GST, on receipt of a valid tax invoice from Rowland
        2. If appropriate, reimburse Rowland for GST paid or payable by us with respect to any taxable supply by us and for amounts payable by the Client under this contract.
      7. Training and Development: Postponement and cancellation policy
        Preparation and coordination of training commences at least two weeks prior to the training date. Rowland would appreciate any postponement or cancellation be made no later than two weeks prior. This allows trainers to book other work and avoids unnecessary preparation of training materials/activities.If the Client cancels the training booking more than two weeks prior to program commencement, a 25% charge will apply. If the Client cancels the booking in the two weeks prior to program commencement, a 50% charge will apply. If the Client cancels the booking in the 48 hours prior to program commencement, up to 100% of the program will be charged.Other fees and charges may also apply, including but not limited to, cancellation and postponement fees related to venue hire, catering, travel costs, and suppliers such as associates, camera operators, facilitators etc.
    4. Intellectual property
      Each party retains exclusive ownership of its Background Intellectual Property.Background Intellectual Property means any intellectual property that exists prior to the date of this Contract or at the commencement of the work under this Contract (whichever is earlier), and any intellectual property that has been developed independently of the work products that are to be developed and delivered under this Contract.Rowland’s Background Intellectual Property includes, but is not limited to, any Rowland-developed methodologies and frameworks, software, workshop and training materials, Rowland-developed templates, and any Rowland-designed planning documents, together with all intellectual property developed by Rowland independently of the work products that Rowland has been engaged to develop and deliver under this Contract.The Client will not gain any ownership of Rowland’s Background Intellectual Property.Rowland’s Background Intellectual Property must not be reproduced or used in any way without express prior written permission from Rowland.If the Client supplies Background Intellectual Property to Rowland to facilitate work under this Contract, Rowland may use the Client’s Background Intellectual Property in the material to provide the services under this Contract but will not gain any ownership of the Client’s Background Intellectual Property.The client will retain the intellectual property rights in work products (deliverables) that Rowland has been engaged to develop and deliver under this Contract, other than Rowland’s Background Intellectual Property, upon paying Rowland’s fees. This applies exclusively to the deliverables that Rowland has been engaged to develop and deliver under this Contract such as, but not limited to, communication strategies and plans, messaging, materials (newsletters, fact sheets, media releases, social media content etc.) and reports – but only where Rowland has been engaged to develop and supply the deliverable under this Contract. Any Rowland-developed methodologies associated with the development of those deliverables remains the Background Intellectual Property of Rowland and cannot be reproduced or used without express written permission from Rowland.With regard to any design/creative options, where more than one option is presented by Rowland to the Client (for example, for a design, name or other creative project that Rowland has been engaged to develop and deliver under this Contract), only the option chosen by the Client is purchased for the fee and only the option chosen by the Client forms part of the deliverables. If the Client wishes to employ other options for other purposes, a further fee will be payable and that further fee may be equivalent to the original fee.
    5. Disclosure and confidentiality
      Rowland and the Client mutually agree that they shall not, at any time during the duration of the Contract and after completion:

      1. Divulge to any third party any information or fact relating to the conduct, management and affairs of either of them “Confidential Information” which may have come to their knowledge during the performance of the obligations under this Contract which is not in the public domain, and the disclosure of which would be calculated to cause damage or loss to either party.
      2. Communicate, disclose or make available all or any part of the Confidential Information relating to the conduct, management and affairs of the other party, to any third party
      3. Directly or indirectly use, or permit others to use, the Confidential Information other than for a purpose agreed to by the other party
      4. Make any announcement or disclosure in connection with the Confidential Information without the prior consent of the other party
      5. Disclose any of the Confidential Information in a way that would be calculated to cause damage or loss to the other party.
    6. Client-consultant integrity
      The Client hereby agrees to direct any instructions relating to the conduct of the Client’s work to the Rowland Project Director, Relationship Manager or nominated consultant in accordance with the agreed scope and budgets.The Client acknowledges that no direct instructions outside of the Contract between Rowland and the Client shall be given by the Client, its servants or agents to any Rowland staff member or sub-contractor without first consulting with the Rowland Project Director or Relationship Manager.Any action by the Client to encourage a staff member or sub-contractor to act for the Client exclusive of the Rowland-Client Contract (e.g. any direct payment arrangement between the Client and the individual consultant or contractor) will be construed as a breach of this Contract and Rowland will be at liberty to treat this Contract as at an end.
    7. Non-solicitation
      During the term of this Contract, and for 12 months after termination of this Contract, the Client agrees that it will not, directly or indirectly, employ or engage any director, officer or employee of Rowland as an employee, worker, contractor, consultant or agent or in any other relationship (other than through these Terms and Conditions or equivalent Terms and Conditions under which the Client engages Rowland to provide specified services).If the Client breaches this provision, then the Client will pay to Rowland on demand the sum of One Hundred Thousand Dollars ($100,000) by way of liquidated damages.The Client acknowledges and agrees that this sum is a genuine pre-estimate of the loss and damage that will be suffered by Rowland if this provision is breached based on the lost revenue that would otherwise have been generated by the employee during the notice of termination period, the expenses of recruiting a suitable replacement worker, the lost revenue that will be suffered during the recruitment process as neither the employee nor the worker are generating revenue for Rowland, and the lost revenue that will be suffered in the first three months of the worker’s engagement with Rowland as the worker familiarises themselves with Rowland and its systems before generating the level of revenue that was being generated by the employee.
    8. Register of lobbyists
      Rowland undertakes activities on behalf of Clients that require Rowland to list itself on the Commonwealth Government and/or the Queensland Government Registers of Lobbyists. In doing so, Rowland is required to list the company name of any Client for which these services are carried out. Rowland will inform Clients in advance if any proposed services would require the Client’s company name to be listed by Rowland on a Register of Lobbyists.
    9. Warranty
      The Client warrants that no representation made, or information provided by them to Rowland or any statement in a document furnished by the Client to Rowland in connection with the services contemplated contains or contained any false, untrue or incorrect statement.
    10. Indemnity
      The Client indemnifies Rowland and its employees from and against any costs, damages, loss, or liability of any kind including legal costs incurred by Rowland in connection with:

      1. Carrying out the contemplated services under this Contract
      2. Breach of the Contract by the Client
      3. Rowland’s reliance, or its acting in good faith, on any information the Client gives Rowland or instructions or communications sent to Rowland (in any form) that Rowland receives from the Client or its representatives, and/or
      4. Any claim or proceeding being made against Rowland relating to this Contract, the services, the product or the ownership or use of the products (including for patent, trademark or copyright infringement or for any other reason).
    11. Limitation of Liability
      1. To the extent permitted by law, Rowland will have no liability to the Client for Consequential Loss in connection with this Contract, even if the possibility of such Consequential Loss had been made known prior to entering into the Contract.
      2. Unless otherwise specified, Rowland will have no liability to third parties arising out of, or in connection with, this Contract.
      3. To the full extent permitted by law, any term which would otherwise be implied into the Contract is excluded. If any law implies or imposes terms into the Contract which cannot be lawfully excluded, such terms will apply, save that Rowland’s liability for breach of any such term will be limited in accordance with section 11e below.
      4. To the extent Rowland is found liable in connection with the Contract, Rowland’s liability will be limited to the sum of the fees paid by the Client to Rowland for the services to which the liability relates.
      5. If Rowland is liable in connection with the Contract (whether in contract, tort, indemnity or statute), then irrespective of anything else in the Contract, Rowland’s cumulative liability in the aggregate shall (to the fullest extent permitted by law) in no event exceed an amount equal to the sum of the fees paid by the Client to Rowland for the services to which the liability relates.
      6. Consequential Loss means any of the following: loss of revenue; loss of profits; loss of opportunity to make profits; loss of business; loss of business opportunity; loss of use or amenity, or loss of anticipated savings; special, exemplary or punitive damages; any loss which does not directly and naturally flow in the normal course of events from the occurrence of the event giving rise to the liability for such loss, whether or not such loss was in the contemplation of the parties at the time of entry into this Contract; and Consequential Loss includes any of the types of loss in this item 11 arising from an interruption to a business or activity.
    12. Force majeure
      1. Rowland shall not be liable for any delay or failure to perform its obligations if such failure or delay is due to an event or circumstances beyond its control.
      2. Rowland shall notify the Client as soon as practicable of any anticipated delay due to an event or circumstances beyond its control. The performance of Rowland’s obligations under the Contract shall be suspended for the period of the delay due to an event or circumstance beyond its control.
      3. If a delay due to an event or circumstances beyond Rowland’s control exceeds 15 days, the Client may terminate this Contract immediately on providing notice to Rowland.
        If the Client gives such notice to Rowland:

        1. Rowland shall refund any moneys previously paid by the Client under this contract for which no services have been provided: and
        2. The Client shall pay Rowland a reasonable sum in relation to services rendered or costs and expenses incurred prior to termination for which no payment has been made by the Client.
    13. Termination

      1. Without limiting the generality of any other clause in this Contract, Rowland may terminate this Contract immediately by notice in writing if:
        1. Any payment due from the Client to Rowland pursuant to this Contract remains unpaid for a period of 30 days from the date upon which a valid tax invoice was raised and issued to the Client
        2. The Client breaches any term or condition of this Contract and such breach is not remedied within seven days of receipt of written notice by the Client from Rowland.
      2. Notwithstanding the preceding clause, Rowland may terminate this Contract immediately on notice in writing to the Client if:
        1. The Client becomes, threatens or resolves to become, or is in jeopardy of becoming subject to any form of insolvency administration, receivership, liquidation or being a natural person, bankruptcy
        2. The Client, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving
        3. The Client, being a person, dies, or
        4. The Client ceases or threatens to cease conducting its business in the normal manner.
      3. Notwithstanding the preceding paragraphs, Rowland may terminate this Contract by giving 30 days’ notice to the Client.
      4. If notice is given to the Client pursuant to the preceding clauses, Rowland may, in addition to terminating the Contract:
        1. Retain any moneys paid
        2. Charge a reasonable sum for work performed in respect of which no sum has been previously charged
        3. Retake possession of any property of Rowland in possession of the Client
        4. Be regarded as discharged from any further obligations under this Contract
        5. Pursue any additional or alternative remedies provided by law, and
        6. Require the Client to return or destroy any Confidential Information of Rowland.
          The Client may terminate this Contract if Rowland breaches any term of this Contract and such breach is not remedied within 14 days of written notice given to Rowland by the Client.
    14. Waiver
      1. No right under this Contract shall be deemed to be waived by a party except if such waiver is in writing signed by the party alleged to have waived the right.
      2. A waiver by a party pursuant to clause 14(a) will not prejudice the rights in respect of any subsequent breach of this Contract by the other party.
    15. Governing law
      This Contract will be governed by and construed according to the law of the State of Queensland. The parties hereby agree to submit exclusively to the jurisdiction of the courts and tribunals of that State.
    16. Severability
      If any clause of this Contract is held invalid, unenforceable or illegal for any reason, this Contract shall remain otherwise in full force apart from such clause, which shall be deemed deleted.
    17. Notices
      1. Notices under this Contract may be delivered by hand, registered mail or facsimile to the addresses of the parties specified in or notified pursuant to this Contract.
      2. Notice will be given:
        1. In the case of hand delivery or registered mail, upon written acknowledgement of receipt by an officer or duly authorised employee, agent or representative of the receiving party
        2. In the case of facsimile, upon proof of completion of transmission, that is, by facsimile activity report.

 

 

 

 

 

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