Standard Product and Service Terms and Conditions

R A & Associates Limited, trading as Rowan-Associates
Company Number: 04039025
VAT Registration Number: 760635431
Registered Address: 30 Bankside, Oxford, OX5 1JE
Last updated: March 15, 2025

1. Introduction

These Product and Service Terms and Conditions ("Terms") govern your relationship with R A & Associates Limited (also referred to as "Rowan-Associates," "RA & Associates," "us," "we," or "our") when you:

• Engage our services

• Use our websites, applications, and digital assets ("Sites")

• Interact with us in any way

By engaging with us or accessing our Sites, you agree to be bound by these Terms.

These Terms incorporate our Privacy Notice, which forms an integral part of this agreement.

2. Definitions

• Agreement: The full contract between you and Rowan-Associates

• Client / You: The individual or entity engaging our services

• Content: All materials we provide during service delivery

• Deliverables: Outputs specified in a Statement of Work or Service Agreement

• Fees: Charges for services or products

• Intellectual Property: All IP rights, registered or not

• Products: Tangible or digital goods from Rowan-Associates

• Services: Our consulting, training, coaching, and related services

• Statement of Work / Service Agreement: Document defining specific deliverables and conditions

3. Services and Products

3.1 Provision

We deliver services and products with reasonable care and in accordance with:

• These Terms

• Any agreed Statement of Work

• Industry best practices

• Applicable laws and regulations

3.2 Changes

Any changes to scope or timelines must be agreed in writing by both parties.

3.3 Delivery

Timeframes are estimates unless explicitly stated otherwise.

3.4 Third-party Providers

We may use third-party providers and remain responsible for their compliance.

3.5 Your Responsibilities

You agree to:

• Provide accurate and timely information

• Engage in scheduled feedback and review processes

• Follow provided documentation and guidance

• Ensure a safe environment for our personnel

• Implement recommendations at your own discretion

3.6 Nature of Services and Emotional Responses

3.6.1 Acknowledgment of Responses

Our services may evoke strong emotional or intellectual responses. This is a natural part of growth and reflection.

3.6.2 No Emotional Guarantees

We do not guarantee specific emotional outcomes. Responses vary due to personal and organizational factors.

3.6.3 Your Acknowledgment

By proceeding, you acknowledge your role in managing emotional responses and commit to communicating any concerns.

3.6.4 Support

We will provide space for emotional processing, adjust our approach as appropriate, and refer external resources if needed. We are not mental health providers.

4. Fees and Payment

4.1 Fee Structure

Our fees may include:

• Fixed project fees

• Hourly or daily rates

• Retainers

• Product prices

• Charges for expedited services

• Value-based pricing tied to IP or expertise

4.2 Expenses

You will reimburse us for reasonable project-related costs, itemized with supporting documentation.

4.3 Payment Terms

• Invoices due within 30 days

• Payment via agreed methods and currency

• Physical products require full prepayment

4.4 Late Payment

• 4% interest above Bank of England base rate

• Possible suspension of services

• Statutory compensation for B2B clients

4.6 Non-refundable Fees & Credit Notes

4.6.1 Non-Refundable Payments

All payments, including deposits and installments, are non-refundable.

4.6.2 Credit Notes

Issued only at our discretion, with no cash value and subject to conditions.

5. Intellectual Property Rights

5.1 Rowan-Associates Materials

Remain our exclusive property, including any methodologies or frameworks used.

5.2 Client Materials

Remain your property. We are granted a license to use them solely to deliver agreed services.

5.3 Deliverables

Upon full payment, you receive a limited license for internal use only. No reverse-engineering or competitive use allowed.

5.4 Feedback

We may use any suggestions or feedback you provide without restriction.

5.5 Recordings

We may use recordings for internal or marketing purposes unless you opt out in advance.

6. Confidentiality

6.1 Scope

Includes business, financial, customer, and proprietary information.

6.2 Obligations

Each party must protect confidential information using reasonable care.

6.3 Exclusions

Does not include public, previously known, independently developed, or legally required disclosures.

6.4 Duration

Confidentiality lasts 5 years post-termination (or indefinitely for trade secrets).

7. Data Protection

7.1 Legal Compliance

We follow UK GDPR and related laws.

7.2 Processing

We act as a processor, you remain the controller. See Privacy Notice for full details.

8. Warranties and Product Guarantees

8.1 Services

Delivered with reasonable care and skill.

8.2 Products

Free from material defects and fit for described purposes.

8.3 Warranty Period

• Services: 30 days

• Products: 12 months unless stated otherwise

8.4 Exclusions

No warranty if misuse, alteration, or non-compliance occurs.

8.5 Disclaimer

No implied warranties. You are responsible for all decisions made based on our advice.

9. Limitation of Liability

9.1 No Exclusion of Liability

For death, personal injury, or other non-excludable liabilities.

9.2 Financial Disclaimers

We do not guarantee financial results or returns. You bear all risk and responsibility for implementation.

9.3 Consequential Loss Waiver

You waive claims for indirect or consequential loss. Applies whether you're an individual or representing an entity.

10. Term and Termination

10.1 Term

Starts upon engagement, acceptance of terms, or contract date.

10.2 Termination by Either Party

30 days written notice or immediate termination for breach or insolvency.

10.3 Termination by Rowan-Associates

For non-payment, IP breaches, or reputational risk.

10.4 Termination by Client

If we breach data laws or materially change the Terms.

10.5 Post-Termination

• Stop services

• Settle all outstanding payments

• Return/destroy confidential materials

• Survival of key clauses

11. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control (natural disasters, pandemics, etc.).

12. Consumer Rights

12.1 Consumer Legislation

You have additional rights under UK law if acting as a consumer.

12.2 Right to Cancel

14-day cancellation rights for services, digital content, or physical goods (with conditions).

12.3 Exceptions

No right to cancel if services are fully delivered or personalized products are involved.

12.4 Dispute Resolution

You may refer unresolved complaints to an ADR provider.

13. Dispute Resolution

13.1 Negotiation

Parties must first attempt good-faith negotiations for 30 days.

13.2 Mediation

Unresolved disputes may be referred to CEDR.

13.3 Arbitration

If still unresolved after 60 days, LCIA arbitration applies.

13.4 Court

Parties may seek court action for unpaid invoices or urgent matters.

13.5 Consumer Exceptions

Consumer legal rights remain unaffected.

14. General Provisions

14.1 Entire Agreement

Supersedes all prior agreements.

14.2 Variation

Only valid in writing and signed by both parties.

14.3 Assignment

Client must get consent; we may assign freely.

14.4 No Partnership

This agreement doesn’t form a partnership or agency.

14.5 Third-party Rights

No third party may enforce these Terms.

14.6 Notices

Must be delivered in writing via post or email.

14.7 Severance

Invalid terms will be modified or removed without affecting the rest.

14.8 Waiver

Delay or failure to enforce rights doesn’t waive them.

14.9 Governing Law

Laws of England and Wales apply.

14.10 Jurisdiction

Courts of England and Wales have exclusive jurisdiction.

15. Contact Information

R A & Associates Limited
Company Number: 04039025
VAT Number: 760635431
Registered Address: 30 Bankside, Oxford, OX5 1JE
Email: legal@rowan-associates.com
Telephone: +44 7886 271 075

By engaging our services, purchasing our products, or using our Sites, you confirm that you have read, understood, and agree to these Terms and Conditions.