1. Application
These terms of trade govern all consulting engagements between Big Finish (ABN to be confirmed, "Big Finish", "we", "us") and the client ("you"). By engaging our services, you agree to these terms. Any variation must be agreed in writing.
2. Engagement Scope
Engagements are defined by a written Statement of Work (SOW) or engagement letter agreed between the parties prior to commencement. Any work outside the agreed scope requires a written variation signed by both parties.
We reserve the right to decline any engagement or variation at our discretion. A discovery call does not constitute an engagement and carries no obligation on either party.
3. Fees and Payment
Fees are as agreed in the SOW or engagement letter. Invoices are issued in Australian dollars and are due within fourteen (14) days of issue unless otherwise agreed in writing.
Overdue invoices accrue interest at 10% per annum calculated daily. We reserve the right to suspend work on overdue accounts without liability for delay or loss resulting from that suspension.
GST is applicable to all fees unless otherwise stated. Invoices will separately identify the GST component.
4. Intellectual Property
All intellectual property created by Big Finish prior to or independently of any engagement (including methodologies, frameworks, tools, and templates) remains the sole property of Big Finish.
Deliverables created specifically for your engagement become your property upon receipt of full payment for that work. Until payment is received, all rights remain with Big Finish.
You grant us a non-exclusive licence to use, reproduce, and modify any materials, data, or information you provide to us solely for the purpose of delivering the agreed services.
5. Confidentiality
Both parties agree to keep confidential all information disclosed by the other party that is identified as confidential or that a reasonable person would consider confidential given its nature and the circumstances of disclosure.
This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed without reference to the confidential information; or (d) is required to be disclosed by law or a court order.
Confidentiality obligations survive termination of an engagement for a period of three (3) years.
6. Limitation of Liability
To the maximum extent permitted by law, our liability to you for any claim arising out of or in connection with our services is limited to the total fees paid by you for the specific engagement that gave rise to the claim.
We are not liable for any indirect, consequential, or special loss or damage, including loss of profits, loss of data, or loss of business opportunity, whether arising in contract, tort, or otherwise.
Nothing in these terms excludes liability for fraud, death, or personal injury caused by negligence, or any liability that cannot be excluded under Australian law.
7. Termination
Either party may terminate an engagement by giving thirty (30) days written notice. We may terminate immediately if you fail to pay an invoice within thirty (30) days of its due date, or if you materially breach these terms.
On termination, you must pay all fees for work completed to the date of termination, including any work in progress that cannot reasonably be reversed. No refunds are provided for completed work.
8. Warranties and Representations
We warrant that our services will be provided with reasonable care and skill. We do not warrant that any particular outcome or result will be achieved.
You warrant that you have the authority to enter into an engagement with us, and that any information or materials you provide are accurate and do not infringe the rights of any third party.
9. Governing Law
These terms are governed by the laws of Queensland, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of Queensland for any dispute arising from these terms or any engagement.
10. Contact
Questions about these terms can be directed to us by phone at +61 493 748 137.