CONSULTANCY AGREEMENT
This Agreement is made on 15 September 2026 between Rivergum Foods Pty Ltd and Rowan Digital Studio Pty Ltd.
1. Services
The Consultant will provide the services and deliverables described in Schedule 1, using reasonable care, skill and diligence and meeting the agreed milestones.
2. Fees and expenses
The Client will pay a fixed fee of AUD 36,000 plus applicable taxes within 14 days after receipt of a valid invoice. Expenses require prior written approval and supporting receipts.
3. Client responsibilities
The Client will provide timely access to information, systems, personnel and decisions reasonably required for the Services. A delay caused by the Client may require a reasonable change to the timetable.
4. Changes
Either party may request a change. No change affects scope, fees or timing unless recorded in writing and accepted by both parties.
5. Intellectual property
Each party retains its pre-existing materials. On full payment, the Consultant assigns to the Client the intellectual property created specifically as a Deliverable, excluding reusable tools, methods and know-how. The Consultant grants a licence to any retained material embedded in a Deliverable as necessary for the Client to use it.
6. Confidentiality and data
Each party must protect confidential information and comply with applicable privacy and data protection law. Any processing of personal data on behalf of the Client must be covered by appropriate written terms.
7. Independent contractor
The Consultant acts as an independent contractor and is responsible for their taxes, insurance and personnel. Nothing creates employment, partnership or authority to bind the Client.
8. Liability
Neither party excludes liability that cannot lawfully be excluded. Any agreed liability cap and exclusions should be set out here: aggregate liability is capped at the fees paid, excluding fraud, wilful misconduct and liabilities that cannot lawfully be limited.
9. Termination
Either party may terminate on 14 days written notice. A party may terminate immediately for an unremedied material breach or insolvency, subject to applicable law. The Client must pay for Services properly performed up to termination.
10. Governing law
This Agreement is governed by the law of Victoria, Australia.
Schedule 1 - Services and deliverables
The worked project particulars below describe the scope, dates, acceptance process and Client dependencies.
11. Acceptance of deliverables
The Client has five business days after delivery to identify material non-conformity with the agreed acceptance criteria. The Consultant will correct a valid non-conformity without additional charge. A Deliverable is accepted when approved in writing, used in production, or not rejected with reasonable details within that period.
12. Personnel, insurance and records
The Consultant will use suitably qualified personnel and remains responsible for subcontractors. During the engagement it will maintain professional indemnity insurance of AUD 2 million and public liability insurance of AUD 10 million and provide certificates of currency on request. Time and expense records must be retained for 12 months.
13. Warranties and dependencies
The Consultant warrants that Deliverables will be prepared professionally and, to its knowledge, will not infringe third-party rights. The Consultant does not warrant business results dependent on Client decisions, third-party platforms or inaccurate Client information.
14. Disputes and general terms
Senior representatives will first meet in good faith to resolve a dispute. If unresolved after 10 business days, the parties will attempt mediation before proceedings, except where urgent relief is required. Neither party may assign the Agreement without consent, not to be unreasonably withheld. Notices may be delivered by email to the project contacts.
Schedule 1 - Worked sample project
Client: Rivergum Foods Pty Ltd, 44 Flinders Lane, Melbourne VIC 3000.
Consultant: Rowan Digital Studio Pty Ltd, 16 Peel Street, Collingwood VIC 3066.
Project: research and redesign of the Client's wholesale ordering portal.
Deliverables: discovery report by 16 October 2026; tested interface prototype by 13 November 2026; final design system and implementation specifications by 27 November 2026.
Fees: fixed fee of AUD 36,000 plus GST, payable 30% on commencement, 40% on prototype acceptance and 30% on final delivery.
Project contacts: Maya Singh for the Client and Thomas Reed for the Consultant.
Governing law: Victoria, Australia. Termination notice: 14 days.
Signatures
Client: ____________________ Date: __________
Consultant: ____________________ Date: __________