Terms of Service

01 Definitions

"Services" means any marketing strategy, consulting, advisory, facilitation, or related work provided by rambert.co, including but not limited to Strategy Sprints, fractional CMO engagements, workshops, audits, and ongoing advisory retainers.

"Client" means the individual, company, or entity engaging rambert.co to perform the Services, as identified in the applicable Statement of Work.

"Deliverables" means all documents, strategies, playbooks, frameworks, reports, and other materials produced by rambert.co in the course of performing the Services.

"Statement of Work" or "SOW" means the written document (including proposals and engagement letters) that describes the scope, timeline, fees, and specific terms for a particular engagement.

"Strategy Sprint" means the fixed-scope, three-week engagement resulting in a marketing strategy and implementation playbook, as described at rambert.co/sprint.

"Confidential Information" means any non-public information disclosed by either party during the engagement, including business strategies, financial data, customer information, and proprietary methodologies.

02 Scope of Services

The specific scope, deliverables, timeline, and fees for each engagement are defined in a Statement of Work.

rambert.co provides strategic marketing advice and does not guarantee specific commercial outcomes such as revenue targets, lead volumes, or conversion rates. Results depend on the Client's implementation, market conditions, and factors outside rambert.co's control.

Any work outside the agreed SOW scope constitutes a change request and will be scoped and quoted separately before commencement.

03 Strategy Sprint Terms

Where the engagement is a Strategy Sprint, the following additional terms apply:

• The Sprint is a fixed-scope engagement delivered over three weeks from the agreed start date.
• The Client will participate in scheduled diagnostic and review sessions as outlined in the onboarding materials. Failure to attend scheduled sessions may delay delivery without reducing fees owed.
• The Sprint deliverable is a marketing strategy and playbook document. Implementation of the strategy is the Client's responsibility unless separately engaged.
• One round of revisions to the final playbook is included within seven days of delivery. Additional revisions will be quoted separately.
• The Sprint fee is payable as specified in the SOW, typically 50% on engagement and 50% on delivery of the playbook.

04 Fees and Payment

4.1 Invoicing

All fees are quoted in Australian Dollars (AUD) and are exclusive of GST unless stated otherwise. Invoices are issued according to the payment schedule in the SOW.

4.2 Payment Terms

Invoices are due within fourteen (14) days of issue unless otherwise specified in the SOW. Late payments will incur interest at 2% per month on the outstanding balance, calculated daily.

4.3 Expenses

Any pre-approved out-of-pocket expenses incurred in the delivery of Services (such as paid tools, advertising spend, or travel) will be invoiced at cost with supporting documentation.

4.4 Suspension

rambert.co reserves the right to suspend work if any invoice remains unpaid for more than fourteen (14) days past its due date. Work will resume upon receipt of full payment.

05 Client Responsibilities

The Client agrees to:

• Provide timely access to information, personnel, accounts, and assets reasonably required for rambert.co to perform the Services.
• Attend and participate in scheduled workshops, review sessions, and check-ins as outlined in the SOW.
• Designate a single point of contact with decision-making authority for the engagement.
• Provide feedback on Deliverables within the timeframes specified in the SOW, or within seven (7) business days if no timeframe is specified.
• Ensure all materials provided to rambert.co (brand assets, copy, data, images) are owned by or licensed to the Client and do not infringe any third-party rights.

Delays caused by the Client's failure to meet these responsibilities may extend project timelines and will not reduce fees owed.

06 Intellectual Property

6.1 Client Deliverables

Upon full payment of all fees, the Client is granted a perpetual, non-exclusive licence to use the Deliverables for their own business purposes. The Client may not resell, sublicense, or distribute Deliverables to third parties.

6.2 rambert.co Methodologies

rambert.co retains all intellectual property rights in its proprietary methodologies, frameworks, templates, tools, and processes, including but not limited to the Strategy Sprint framework, diagnostic models, and workshop formats. These remain the exclusive property of rambert.co regardless of their use in Client engagements.

6.3 Pre-existing IP

Each party retains ownership of any intellectual property it owned prior to the engagement. Nothing in these terms transfers ownership of pre-existing IP.

6.4 Portfolio and Case Studies

rambert.co may reference the Client and the general nature of the engagement in its portfolio, case studies, and marketing materials, unless the Client provides written notice to the contrary. No confidential information will be disclosed in such materials without the Client's prior written consent.

07 Confidentiality

Both parties agree to keep Confidential Information private and not disclose it to third parties without prior written consent, except where:

• The information is or becomes publicly available through no fault of the receiving party.
• The information was already known to the receiving party prior to disclosure.
• Disclosure is required by law or regulation.
• Disclosure is made to professional advisors bound by confidentiality obligations.

Confidentiality obligations survive the termination of the engagement for a period of two (2) years.

08 Independent Contractor

rambert.co operates as an independent contractor. Nothing in these terms creates an employment, partnership, joint venture, or agency relationship between the parties.

rambert.co is responsible for its own tax obligations, insurance, and compliance with applicable laws. The Client is not required to provide employee benefits, superannuation, or workers' compensation to rambert.co.

rambert.co may engage subcontractors to assist in the delivery of Services, provided that rambert.co remains responsible for the quality of work and compliance with these terms.

09 Non-Solicitation

During the engagement and for twelve (12) months after its conclusion, neither party will directly solicit or attempt to hire any employee or contractor of the other party who was materially involved in the engagement, without prior written consent.

This clause does not restrict either party from hiring individuals who respond to general public job advertisements.

10 Warranties and Disclaimers

rambert.co warrants that:

• Services will be performed with reasonable skill and care, consistent with generally accepted industry standards.
• rambert.co has the right to enter into this agreement and perform the Services.

To the maximum extent permitted by law, rambert.co disclaims all other warranties, whether express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

rambert.co does not warrant that any strategy, recommendation, or deliverable will produce specific financial results. Marketing outcomes are inherently uncertain and depend on implementation, market conditions, and factors outside rambert.co's control.

11 Limitation of Liability

To the maximum extent permitted by Australian Consumer Law:

• rambert.co's total aggregate liability arising from or related to the engagement will not exceed the total fees actually paid by the Client under the applicable SOW in the twelve (12) months preceding the claim.
• Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity, regardless of the cause of action.

Nothing in these terms excludes or limits liability that cannot be lawfully excluded under the Australian Consumer Law or any other applicable legislation.

12 Termination

12.1 Termination for Convenience

Either party may terminate the engagement by providing fourteen (14) days' written notice. The Client will be liable for all fees for work completed up to the effective termination date, plus any non-cancellable commitments made on the Client's behalf.

12.2 Termination for Cause

Either party may terminate the engagement immediately by written notice if the other party:

• Commits a material breach that remains unremedied for fourteen (14) days after written notice of the breach.
• Becomes insolvent, enters administration, or has a receiver appointed.

12.3 Effect of Termination

Upon termination:

• The Client will pay for all Services rendered and expenses incurred up to the termination date.
• rambert.co will deliver all completed and in-progress Deliverables, subject to payment of outstanding fees.
• Each party will return or destroy Confidential Information of the other party upon request.
• Clauses relating to intellectual property, confidentiality, limitation of liability, and dispute resolution will survive termination.

12.4 Strategy Sprint Cancellation

If the Client cancels a Strategy Sprint after the engagement has commenced:

• Before the first diagnostic session: a cancellation fee of 25% of the total Sprint fee applies.
• After the first diagnostic session but before playbook delivery: 50% of the total Sprint fee is payable.
• After playbook delivery: the full Sprint fee is payable.

13 Dispute Resolution

The parties agree to attempt to resolve any dispute arising from or related to this agreement through the following process:

• The parties will first attempt to resolve the dispute through good faith negotiation within fourteen (14) days of written notice of the dispute.
• If negotiation is unsuccessful, the parties will engage in mediation administered by the Resolution Institute (or equivalent body) before commencing any legal proceedings.
• If mediation is unsuccessful within thirty (30) days, either party may pursue legal remedies.

Nothing in this clause prevents either party from seeking urgent injunctive relief.

14 Force Majeure

Neither party will be liable for any delay or failure in performance caused by events beyond their reasonable control, including natural disasters, pandemic, government action, war, civil unrest, internet or infrastructure failures, or other force majeure events.

The affected party must notify the other party as soon as practicable and use reasonable efforts to mitigate the impact. If the force majeure event continues for more than thirty (30) days, either party may terminate the engagement without penalty.

15 General Provisions

15.1 Governing Law

These terms are governed by the laws of the State of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria.

15.2 Entire Agreement

These terms, together with the applicable SOW, constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements.

15.3 Amendments

rambert.co may update these terms from time to time. Material changes will be noted by updating the "Last updated" date at the top of this page. Continued engagement following an update constitutes acceptance of the revised terms.

15.4 Severability

If any provision of these terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

15.5 Waiver

A failure or delay by either party in exercising any right under these terms does not constitute a waiver of that right.

15.6 Assignment

Neither party may assign their rights or obligations under these terms without the prior written consent of the other party, except that rambert.co may assign to a successor entity in the event of a business restructure or acquisition.

15.7 Notices

All formal notices under these terms must be in writing and delivered by email to the addresses specified in the SOW. Notices are deemed received on the business day following transmission.