Terms and Conditions of Trade for the supply of Consultancy Services by Big Finish Australia Pty Ltd

1. Parties and Definitions to this Agreement

1.1 "Big Finish Australia Pty Ltd" means Big Finish Australia Pty Ltd, its successors and assignors, or any person acting on behalf of, and with the authority of, Big Finish Australia Pty Ltd.

1.2 "Client" means the person/persons purchasing the Services, as specified in any quotation, order, invoice or other document, and if there is more than one Client is a reference to each Client jointly and severally.

1.3 "Services" means all services supplied by Big Finish Australia Pty Ltd to the Client, at the Client's request, from time to time as stated in the quote.

1.4 "Price" means the price payable for the Services, as agreed between Big Finish Australia Pty Ltd and the Client in accordance with clause 4 below.

2. Services

2.1 The Services provided shall be described on Big Finish Australia Pty Ltd's invoices, quotation, and/or letter of engagement, or any other such form as provided by Big Finish Australia Pty Ltd to the Client.

3. Service & Conduct

3.1 Where Big Finish Australia Pty Ltd performs Services for the Client, it will ensure that all Services are provided in a timely and professional manner and in accordance with any agreed timeframes.

3.2 While Big Finish Australia Pty Ltd will make every endeavour to ensure a fully professional approach to all Services carried out, Big Finish Australia Pty Ltd cannot guarantee the results of any recommendations as many factors are outside Big Finish Australia Pty Ltd's control. Consequently, Big Finish Australia Pty Ltd shall not be liable for any consequences of the provision of Services to you, except for consequences arising as a direct result of the proven negligence on the part of Big Finish Australia Pty Ltd.

3.3 Nothing in these Terms and Conditions restricts, excludes, or modifies any consumer rights under the Australian Consumer Law or any other statutory requirements that cannot be excluded, restricted, or modified by agreement.

4. Price and Payment

4.1 The Price shall be at Big Finish Australia Pty Ltd's sole discretion, one or more of the following:

(a) The Price as quoted by Big Finish Australia Pty Ltd to the Client. The quoted Price shall not alter providing the Client accepts Big Finish Australia Pty Ltd's quote in writing within thirty (30) days of the date of the quotation.

(b) Big Finish Australia Pty Ltd's Price as per Big Finish Australia Pty Ltd's current rates as and when the Services are provided.

(c) Travel may be charged based on mileage as outlined in any quotation.

(d) Accommodation and meal allowance as outlined in any quotation.

5. Payment Terms

5.1 Payment shall be at Big Finish Australia Pty Ltd's sole discretion one or more of the following:

(a) All invoices shall be paid no later than the 20th day of the following month of the invoice date.

(b) Payment to approved Clients shall be made by instalments in accordance with Big Finish Australia Pty Ltd's payment schedule.

(c) Payments will be made as agreed between Big Finish Australia Pty Ltd and the Client. If no payment arrangement is made or payment terms agreed then payment shall be due as stated on the invoice in cash, or by direct credit to Big Finish Australia Pty Ltd's nominated account.

5.2 Payment shall not be deemed to have been received unless the payment is made in cash or cleared funds are deposited into Big Finish Australia Pty Ltd's nominated account. Any other form of payment will not be receipted as paid until the transaction is deemed to be honoured.

5.3 GST and other taxes and duties that may apply will be added to the Price unless they are expressly included in the Price. All prices quoted are exclusive of GST unless otherwise specified.

6. Acceptance of Terms and Conditions of Trade

6.1 Any engagement of Big Finish Australia Pty Ltd's Services shall constitute acceptance of the Terms and Conditions of Trade of Big Finish Australia Pty Ltd by the Client. Should more than one Client enter into this agreement the Clients shall be jointly and severally liable for payment in full of the Price.

6.2 The Terms and Conditions of this agreement can only be amended with the written consent of Big Finish Australia Pty Ltd and shall be binding on the Client.

6.3 In the event that the Client proposes any change to the structure of the Client's business, a change in shareholding, company name, directors, premises, postal address, registered office or sale of the business, the Client shall give no less than fourteen (14) days written notice of the proposed change or changes. If any loss is incurred by Big Finish Australia Pty Ltd, the Client shall be liable for any loss suffered by Big Finish Australia Pty Ltd due to the Client not complying with this provision.

7. Default and Consequences of Non-Payment

7.1 If the Client defaults in payment of any invoice when due, the Client shall pay all costs and disbursements incurred by Big Finish Australia Pty Ltd in pursuing the debt including legal costs on a solicitor/client basis and collection agency costs.

7.2 Interest on overdue or unpaid invoices shall accrue from the date when payment becomes due daily until the date payment is received at a rate of 2.5% per calendar month and all interest shall compound monthly before and after any judgement until payment is received in full.

7.3 Big Finish Australia Pty Ltd at its discretion may suspend or terminate the supply of Services should the Client, at any time be in breach of any obligation to Big Finish Australia Pty Ltd (including those relating to payment). Big Finish Australia Pty Ltd will not be liable for any loss or damages the Client has deemed to have suffered because Big Finish Australia Pty Ltd has exercised their rights under this clause.

7.4 If any account remains overdue after thirty (30) days then an amount of $20 or 10% of the amount overdue (up to a maximum of $200) whichever is the greater, shall be charged for administration fees and shall become immediately due and payable.

7.5 Without prejudice to Big Finish Australia Pty Ltd's other remedies at law, Big Finish Australia Pty Ltd shall be entitled to cancel all or any part of any supply agreement with the Client which remains unfulfilled and all amounts owing to Big Finish Australia Pty Ltd shall, whether or not due for payment, become immediately payable in the event that:

(a) any money payable to Big Finish Australia Pty Ltd becomes overdue for payment, or in Big Finish Australia Pty Ltd's opinion the Client will be unable to meet its payments as they become due;

(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors;

(c) a receiver, liquidator, manager (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

8. Right of Cancellation

8.1 Either party may cancel any contract to which these Terms and Conditions apply or cancel the delivery of Services at any time before the Services are provided by giving thirty (30) days written notice to the other party.

9. Intellectual Property

9.1 Where Big Finish Australia Pty Ltd has supplied Services for the Client using Big Finish Australia Pty Ltd's intellectual property, then the intellectual property in those Services shall remain vested in Big Finish Australia Pty Ltd, and neither these Terms and Conditions of Trade nor the Client's use of Big Finish Australia Pty Ltd's intellectual property, transfers any title or ownership in any of the same to the Client.

10. Privacy

10.1 The Client authorises Big Finish Australia Pty Ltd to:

(a) collect, use and retain any information about the Client, for the purpose of assessing the Client's creditworthiness or marketing products and services to the Client;

(b) disclose information about the Client, whether collected by Big Finish Australia Pty Ltd from the Client directly or obtained by Big Finish Australia Pty Ltd from any other party, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.

10.2 Where the Client is an individual the authorities under clause 10.1 are authorities or consents for the purposes of the Privacy Act 1988 (Cth).

10.3 The Client shall have the right to request Big Finish Australia Pty Ltd for a copy of the information about the Client retained by Big Finish Australia Pty Ltd and the right to request Big Finish Australia Pty Ltd to correct any incorrect information about the Client held by Big Finish Australia Pty Ltd.

10.4 Big Finish Australia Pty Ltd will comply with the Australian Privacy Principles as contained in the Privacy Act 1988 (Cth) in relation to the collection, use, and disclosure of personal information from the Client.

11. Dispute Resolution

11.1 If a dispute arises between the parties in relation to this agreement, either party may give the other party written notice of the dispute.

11.2 Within 14 days of receipt of the notice of dispute, the parties will meet and attempt to resolve the dispute through good faith negotiations.

11.3 If the parties are unable to resolve the dispute through negotiation within 30 days of the notice of dispute, either party may refer the dispute to mediation conducted by a mediator appointed by the Australian Disputes Centre (ADC) according to its mediation rules.

11.4 If the dispute is not resolved through mediation within 60 days of the notice of dispute, either party may commence court proceedings or, if both parties agree, refer the dispute to arbitration conducted under the rules of the Australian Centre for International Commercial Arbitration.

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

12. General

12.1 If any provision of these Terms and Conditions shall be invalid, void, illegal or unenforceable the existence, validity legality and enforceability of the remaining provisions shall not be prejudiced, affected or impaired.

12.2 These Terms and Conditions and any contract to which they apply shall be governed by the laws of Australia and are subject to the jurisdiction of the courts of Australia or as otherwise directed by the Court.

12.3 Big Finish Australia Pty Ltd shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Big Finish Australia Pty Ltd of these Terms and Conditions.

12.4 In the event of any breach of this contract by Big Finish Australia Pty Ltd the remedies of the Client shall be limited to damages which under no circumstances shall exceed the contract price for Services provided and limited to the amount of monies paid to Big Finish Australia Pty Ltd by the Client in part or full whichever is the lesser amount.

12.5 The Client shall not be entitled to set off against or deduct from the price any sums owed or claimed to be owed to the Client by Big Finish Australia Pty Ltd.

12.6 Big Finish Australia Pty Ltd may license or sub-contract all or any part of their rights and obligations without the Client's consent.

12.7 Big Finish Australia Pty Ltd reserves the right to review these Terms and Conditions at any time. If, following any such review, there is to be any change to these Terms and Conditions, then that change will take effect from the date on which Big Finish Australia Pty Ltd notifies the Client of such change.

12.8 Neither party shall be liable for any default due to any act of God, war, terrorism, fire, flood, drought, storm or other event beyond the reasonable control of either party.

12.9 The failure by Big Finish Australia Pty Ltd to enforce any provision of these Terms and Conditions shall not be treated as a waiver of that provision, nor shall it affect Big Finish Australia Pty Ltd's right to subsequently enforce that provision.

13. Personal Guarantee of Company Directors or Trustees

13.1 If the Client is a company or a trust, the director(s) or trustee(s) signing this contract of Terms and Conditions of Trade, in consideration for Big Finish Australia Pty Ltd agreeing to supply Services and grant credit to the Client at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to Big Finish Australia Pty Ltd the payment of any and all monies now or hereafter owed by the Client to Big Finish Australia Pty Ltd and indemnify Big Finish Australia Pty Ltd against non-payment by the Client. Any personal liability of a signatory of this contract will not exclude the Client in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and Client will be jointly liable under this contract of Terms and Conditions of Trade and for payment of sums due under the contract.