STANDARD TERMS AND CONDITIONS OF SALE
This page provides the outline of our General Terms and Conditions. Where necessary, a client specific service agreement will be sent to the client with contract to reflect these. These Terms and Conditions govern the agreement between Health Literacy Now (hereinafter referred to as "Consultant") and Client (hereinafter referred to as "Client"). By engaging the Consultant’s services, the Client agrees to the following terms:
Payment Terms
1.1 Retainer Payments: Payment for services rendered under retainer agreements shall be made each month on the same date as initial contract signed, unless otherwise agreed upon in writing by both parties.
1.2 Late Payments: Late payments will incur an additional daily fee of 0.03% of the outstanding amount until payment is received in full.
1.3 Project Payments: For project-based work, the following payment structure will apply:
- Initial Deposit: A deposit of 10% of the total project fee is required upon agreement and before the project commences.
- Progress Payments: Monthly instalments based on the hours of the project completed will be invoiced throughout the project duration.
- Final Payment: The final payment is due no later than 30 days after the completion of the project, upon submission of the final deliverables.
1.4 Hourly Work: For services provided on an hourly basis, invoices will be sent once the service hour is complete. Payment for hourly work is due within 14 days of the invoice date.
2. Client Cooperation on Invoice Submission
2.1 The Client shall provide accurate and complete billing information, including the contact person, email address, and/or physical address for invoice submission, at the time of signing this agreement.
2.2 Any changes to the invoice details must be communicated to the Consultant in writing at least [7] days before the next billing cycle.
2.3 The Consultant shall not be held liable for delays in invoicing or payment caused by incomplete or incorrect billing information provided by the Client.
3. Hours and Usage Policy
3.1 Unused monthly hours under retainer agreements will not roll over to subsequent months unless a prior written agreement is made between both parties.
3.2 Additional hours beyond the monthly allocation may be acquired through one of the following methods:
- Increasing the monthly retainer at the current rate (minimum 10 additional hours per month for a 12-month term).
- Purchasing project-based hours at a project rate (minimum 20 additional hours).
- Engaging on an as-needed basis at the hourly rate, as agreed upon in writing.
4. Onboarding Time
4.1 Time spent onboarding as a vendor or setting up specific processes requested by the Client will be deducted from allocated hours under retainer or project agreements, or charged at the hourly rate where services are engaged on an hourly basis
4.2 Alternatively, onboarding time will be billed at the agreed hourly rate if specified in writing.
5. Discretion in Scheduling of Hours
5.1 The Consultant retains the sole discretion to determine when the services will be performed, unless otherwise agreed upon in writing by both parties.
5.2 The Consultant may perform the work at times and places of their choosing, provided that any attendance at a specific event, meeting, or other scheduled activity required by the Service Agreement is adhered to.
5.3 If attendance at a particular event or meeting is requested, the Consultant will coordinate with the Client to ensure availability and alignment with the agreed-upon schedule for such engagements.
6. Travel and Related Expenses
6.1 All travel expenses directly related to services provided by the Consultant must be paid for and arranged by the Client.
6.2 Such expenses include, but are not limited to, transportation, accommodation, and per diem costs.
6.3 All travel time incurred in connection with the performance of services, including but not limited to travel to and from events, time spent at airports or other transit hubs, and travel by car, plane, train, or sea, shall be considered billable work time and invoiced at the agreed-upon hourly rate, or deducted from the project or retainer hours.
7. Client-Provided Equipment and Resources
7.1 Where the Client requires the Consultant to use specific equipment, software, digital tools, or location-based resources, all associated costs will be covered by the Client in addition to the fees for services unless otherwise stated in writing.
8. Accuracy and Responsibility
8.1 The Consultant will take all reasonable care to ensure accuracy and quality in the services provided.
8.2 The Client is responsible for the final review and ensuring the overall quality and accuracy of deliverables.
8.3 The Consultant assumes no liability for legal actions, losses, or damages incurred by the Client as a result of services rendered.
9. Confidentiality
9.1 The terms of this agreement, including rates and the nature of services provided, are confidential and shall not be disclosed to third parties without mutual written consent.
10. Conflict of Interest and Client Restrictions
10.1 The Consultant retains the right to waive conflicts of interest and is not restricted by the Client in engaging with other parties for hourly, retainer, or project work.
11. Termination and Amendments
11.1 Either party may terminate this agreement with 30 days’ written notice unless otherwise agreed.
11.2 Any amendments to this agreement must be made in writing and signed by both parties.
12. Governing Law
12.1 This agreement shall be governed by the laws of Queensland Australia, and any disputes arising under this agreement will be subject to the jurisdiction of the Relevant Courts.
13. Intellectual Property and Ownership of Tools/Resources
13.1 Any tools, resources, templates, or materials developed by the Consultant to facilitate the services provided (including but not limited to proprietary methodologies, systems, digital assets, and software) shall remain the sole property of the Consultant.
13.2 Tools or resources developed specifically for the Client as part of the service agreement, and not for general use by the Consultant, will remain the property of the Client. However, unless otherwise agreed, the Consultant may retain a non-exclusive license to use such tools or resources for future engagements.
13.3 The Client acknowledges that all intellectual property rights related to the Consultant's pre-existing materials and resources are the sole property of the Consultant, and no ownership rights are transferred to the Client under this agreement.
14. Separate Service Agreement
14.1 In addition to these general Terms and Conditions, specific terms of service, including scope, timelines, deliverables, and pricing, will be outlined in a separate Service Agreement for each individual project or engagement.
14.2 The Service Agreement will supersede any conflicting provisions in these general Terms and Conditions and shall apply to the specific services provided under that agreement.
15. Client Cooperation and Responsibilities
15.1 The Client agrees to provide the Consultant with all necessary information, access, and support required for the successful completion of services.
15.2 Delays caused by the Client in providing requested materials, approvals, or responses may result in an extension of deadlines or additional charges.
16. Non-Disclosure Agreement (NDA)
16.1 The Client may be required to sign a separate Non-Disclosure Agreement (NDA) if sensitive or proprietary information is involved in the project.
16.2 Both parties agree to keep all confidential information disclosed during the course of this agreement confidential and not to disclose it to third parties without prior written consent.
17. Subcontracting
17.1 The Consultant reserves the right to subcontract any part of the services to a third party, provided that the Consultant remains responsible for the quality and timely delivery of the services.
17.2 The Consultant will ensure that any subcontractors are bound by terms consistent with this agreement.
18. Non-Solicitation
18.1 The Client agrees not to solicit or hire the Consultant's employees, contractors, or affiliates for a period of 12 months following the termination of contract without prior written consent.
19. Independent Contractor Status
19.1 The Consultant operates as an independent contractor and not as an employee, partner, or agent of the Client.
19.2 The Client will not withhold taxes or other employment benefits for the Consultant. The Consultant is responsible for their own tax obligations.
20. Force Majeure
20.1 Neither party shall be held liable for any failure or delay in performance caused by circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, government actions, labor disputes, or technological failures.
21. Dispute Resolution
21.1 Any disputes arising under this agreement shall first be attempted to be resolved through good faith negotiation.
21.2 If negotiation fails, disputes shall be resolved through mediation or arbitration before resorting to litigation, as mutually agreed.
22. Amendments and Variations
22.1 Any amendments, variations, or modifications to this agreement shall be valid only if made in writing and signed by both parties.
22.2 No verbal amendments or promises made by either party will be considered binding unless documented in writing.
23. Limitation of Consultant’s Liability
23.1 The Consultant's liability for any damages arising out of the provision of services shall be limited to the amount paid by the Client for the specific service in question.
23.2 In no event shall the Consultant be liable for any indirect, incidental, special, or consequential damages, or loss of profits, even if the Consultant has been advised of the possibility of such damages.
24. Data Protection and Privacy
24.1 Both parties agree to comply with applicable data protection and privacy laws regarding the handling of personal or sensitive data exchanged during the engagement.
24.2 The Consultant may use anonymized and aggregated data for their own business purposes unless explicitly restricted by the Client in writing.
25. Termination for Breach
25.1 Either party may terminate the agreement immediately if the other party materially breaches any of its obligations and fails to remedy the breach within 14 days of receiving written notice.
26. Deliverables and Deadlines
26.1 The Consultant will use best efforts to meet agreed deadlines; however, deadlines are contingent upon the Client providing necessary information, approvals, and cooperation in a timely manner.
26.2 Delays caused by the Client or third parties engaged by the client may result in rescheduling or additional charges.
27. Survival of Terms
27.1 Any clauses that by their nature should survive termination of this agreement shall do so, including but not limited to clauses related to payment, confidentiality, intellectual property, and liability.
28. Entire Agreement
28.1 This document constitutes the entire agreement between the Consultant and the Client and supersedes all prior agreements, representations, or discussions.
29. Publicity and Testimonials
29.1 The Consultant may use the Client’s name and the nature of the services provided in promotional materials, case studies, or testimonials unless the Client specifically objects in writing.
29.2 Any testimonials or feedback provided by the Client may be used for marketing purposes by the Consultant with prior written approval.
30. Severability
30.1 If any provision of this agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
30.2 The invalidity of any provision shall not affect the validity of the rest of the agreement.
* The Consultant reserves the right to modify these Terms and Conditions at any time. Any changes will be communicated to the Client in writing and will take effect immediately upon issuance unless otherwise specified. Continued engagement with the Consultant after notification of changes constitutes the Client's acceptance of the updated Terms and Conditions, which shall be enforceable from the effective date of such changes.