Terms and conditions
1. Background and Acceptance
(a) This Document is between Little Big Editing Company Pty Ltd (ACN 625 933 262), its successors and assignees (referred to as “we”, “us” or “our”) and you, the person, organisation or entity that purchases Services from us (referred to as “you” or “your”). This Document applies to all Services provided by us to you.
(b) You acknowledge and agree that any Quote provided to you is subject to, and is governed by, these terms and conditions. Any Quote provided to you is valid for 14 days.
(c) You will be deemed to have accepted this Document if you:
(1) confirm your acceptance of the Quote (whether online, in writing or orally);
(2) make full payment of the Price;
(3) make partial payment of the Price (only if you have contacted us for partial payment of the Price and partial payment has been agreed by us, as set out in the Quote); and/or
(4) instruct us (whether in writing or orally) to proceed with the provision of the Services,
(the Effective Date). You acknowledge and agree that, unless otherwise agreed by us, we will be under no obligation to provide you with the Services until we receive full payment of the Price.
(d) You agree that this Document forms the entire agreement under which we will supply Services to you. Please read this Document carefully. Please contact us if you have any questions. Purchasing our Services indicates that you have had sufficient opportunity to read this Document and contact us if needed; that you have read, accepted and will comply with this Document, and that you are 18 years or older (or if you are under 18 years, you have the consent of a legal guardian to use, order or purchase the Services from us). You must not purchase the Services if you are under 18 years if you do not have the consent of a legal guardian to use, order or purchase the Services from us. If you do not agree to this Document, you must not purchase the Services from us.
(a) This Document takes effect on and from the Effective Date. Any cancellations after the Effective Date must be made in accordance with clause 7.
(b) At, or before the Effective Date, you agree to:
(1) complete our application form (including with your contact details);
(2) if applicable, provide us with any relevant style guide necessary for our provision of the Services; and;
(3) provide us with any other relevant instructions for our provision of the Services,
(together, the Preconditions).
(c) Once you have completed the Preconditions, you acknowledge and agree that we may, at our absolute discretion:
(1) accept or reject your request for us to provide you with the Services; and
(2) amend the Price and/or Timeframe for Completion to reflect the details you have provided (Revised Quote).
(d) You acknowledge and agree that we may reject your request for us to provide you with the Services for any reason, including if we reasonably believe that the Materials are unlawful, plagiarised or are offensive in nature.
(e) Subject to the terms of this Document, including your completion of the Preconditions, we will proceed with the provision of the Services in accordance with the Quote (or any Revised Quote) within a reasonable time after receipt of full payment of the Price, unless otherwise agreed by us.
3. Our obligations
(a) In consideration of you paying us the Price, we will provide the Services in accordance with this Document, whether ourselves or through our employees, consultants, suppliers, subcontractors or agents (Personnel).
(b) You may request a change to the Services by providing verbal or written notice to us (Variation Request). We may agree to, or reject, any Variation Request. If we agree to the Variation Request, we will discuss the Variation Request with you and agree (in writing) the change, together with any adjustment to the Price or Timeframe for Completion (if required). You acknowledge and agree that:
(1) if an adjustment to the Price or Timeframe for Completion is required, you must pay the adjusted Price and/or accept the adjusted Timeframe for Completion in writing; and
(2) if you do not comply with clause 3(b)(1), we may not change the Services, and we will be under no obligation to perform the Services, in accordance with your Variation Request.
(c) We agree to perform the Services with due care and skill and use our best endeavours to comply with your reasonable instructions (including as to any style guide).
(d) In the event there are any errors in the Materials caused by our default (Error), and any such Error may be corrected within the scope of the Services set out in the Quote (or Revised Quote), we agree to correct the Error, provided:
(1) for Materials under 50,000 words, you notify us of the Error in writing within [30 days] of completion of the Services; and
(2) for Materials over 50,000 words, you notify us of the Error in writing within [90 days] of completion of the Services.
(e) To the maximum extent permitted by law, our Liability arising from, or in connection with, any Error will be limited to us remedying the Error in accordance with clause 3(d).
(f) Notwithstanding our obligations under this clause, to the extent permitted by law, you acknowledge and agree that we do not provide any guarantee, and exclude our liability for, the outcome of our Services, including that the Materials will receive a specific mark, result or grade.
4. Your obligations
(a) You agree to comply with this Document and all of our reasonable requests or requirements in connection with the Services.
(b) You agree to obtain, and provide to us, all things reasonably necessary to enable us to provide the Services (including, but not limited to, any relevant style guides or other requirements that may apply to the Materials and/or Services).
(c) You acknowledge and agree that we may request an extension to the Timeframe for Completion, from time to time, and you agree to:
(1) reasonably consider our request; and
(2) accept or reject our request, acting reasonably.
If you reject our request and our failure to meet the Timeframe was caused by our default, we agree to provide you a refund of the Price, subject to the provisions of this Document (including clause 6).
(d) You acknowledge and agree that we will not have failed to meet the Timeframe for Completion if:
(1) you have supplied an incorrect email address;
(2) your email inbox is full or blocked (for any reason);
(3) your email inbox directs any email from us to any junk mail or spam folder;
(4) you request additional services that were not specified in your original application.
The onus will be on you to prove that we have failed to deliver the Services by the Timeframe for Completion.
(e) You warrant that:
(1) any information you provide to us in accordance with this Document is true, accurate and correct; and
(2) the Materials are not unlawful or plagiarised, comply with any relevant copyright or intellectual property law and are the result of your own efforts, and if not, that you have the relevant Intellectual Property rights in accordance with clause 5.
(f) You agree to pay us the Price, and any other amounts payable to us under this Document in accordance with the Payment Terms.
(g) You acknowledge and agree that in the event we approve the partial payment of the Price as set out in the Quote, you must provide us with a written confirmation from your university that they will pay the balance of the Price on your behalf. For the avoidance of doubt, nothing in this clause 4(g) is intended to waive your responsibility to pay the Price, including in the event your university fails to pay the balance of the Price.
(h) If any payment has not been made in accordance with the Payment Terms, we may immediately cease providing the Services and/or charge you interest.
5. Intellectual property
(a) As between the Parties, all Intellectual Property rights (including copyright) developed, adapted, modified or created by us on behalf of you, in connection with this Document or the provision of the Services (other than that which existed prior to the date of this Document, or which we developed, adapted, modified or created independent of you, the Services and/or this Document) will vest in you.
(b) On the Effective Date, you grant us a perpetual, royalty-free, world-wide, unconditional and irrevocable licence to use, develop, adapt and modify (Use) all Intellectual Property in any materials that you provide to us in connection with this Document and any materials described in clause 5(a), and you will ensure that any such Use does not infringe any Intellectual Property rights of any person.
(c) You warrant that any materials provided by you (including the Materials) are not unlawful, plagiarised, comply with any relevant copyright or intellectual property law and are the result of your own efforts and if not, you have full and sufficient right, title and authority to grant the licence under clause 5(b).
(d) If you or any of your Personnel has any Moral Rights in any material provided, used or prepared in connection with this Document, you must (and must ensure that your Personnel) consent to the use or infringement of those Moral Rights.
(e) To the maximum extent permitted by law, you indemnify, and must continue to indemnify, us against all Liability we suffer or incur arising from or as a consequence of a breach of this clause 5 by you.
Despite anything to the contrary, to the maximum extent permitted by law:
(a) you warrant that you have not relied upon any warranty, representation, statement, offer or documentation made or provided by or on behalf of us, whether before or after the Effective Date;
(b) you agree that this Document excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Document;
(c) our maximum aggregate Liability arising from or in connection with this Document will be limited to, and will not exceed, the portion of the Price paid by you to us for the Services the subject of the relevant claim, or at our option, us re-supplying the Services to you;
(d) we will have no Liability, and you release and discharge us from all Liability, arising from or in connection with any:
(1) event or circumstance beyond our reasonable control;
(2) acts or omissions of you (or your Personnel);
(3) defect, error, omission or lack of use, suitability or benefit (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services (including the Materials); and/or
(4) loss of benefit (including anticipated benefit), loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data; and
(e) you will indemnify us for and against all Liability arising from or in connection with any default or wrongful act or omission by you or any of your Personnel.
(a) This Document will terminate upon written notice by:
(1) either Party, if mutually agreed in writing between the Parties;
(2) us, if you breach this Document and that breach has not been remedied within 10 working days of being notified by us;
(3) us, if we consider that a request for the Services is inappropriate, improper or unlawful or if we reject a request for the Services in accordance with clause 2(c);
(4) us, if we consider that our working relationship has broken down including due to a loss of confidence and trust;
(5) you, if we breach a material term of this Document and that breach has not been remedied or overcome within 10 working days of being notified by you; or
(6) you, if you do not wish to proceed with the Services in accordance with the Revised Quote.
(b) On termination of this Document, you will:
(1) where this Document is terminated under clauses 7(a)(2) immediately pay to us (or allow us to retain) the Price and all of our additional costs resulting from the termination;
(2) where this Document is terminated under clause 7(a)(1), 7(a)(3), 7(a)(4), 7(a)(5) or 7(a)(6), if applicable, immediately pay to us the Price for the Services performed up to the date of termination (and all other amounts due and payable to us under this Document);
(3) (and we will) immediately return to you all property, including confidential information, belonging to you; and
(4) (and we will) not use any Intellectual Property (including copyright) belonging to you.
(c) Termination of this Document will not affect any rights or liabilities which a Party has accrued under it.
(a) Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, this Document (Dispute) without first meeting with the other Party to seek (in good faith) to resolve the Dispute (unless that Party is seeking urgent interlocutory relief, or the Dispute relates to compliance with this clause).
(b) Confidentiality: Both Parties will (and will ensure their Personnel) keep confidential, and not use or permit any unauthorised use of, any Confidential Information of the other Party without its prior written consent, except where the disclosure is required by law.
(c) Notices: Any notice given under this Document must be in writing addressed to the relevant address in the Quote. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
(d) Relationship of Parties: This Document is not intended to create a partnership, joint venture or agency relationship between the Parties.
(e) Severance: If a provision of this Document is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Document without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Document.
(f) Entire agreement: This Document contains the entire understanding and agreement between the Parties in respect of its subject matter.
(g) Amendment: This Document may be amended from time to time at our discretion. The changes will apply to you for Services provided to you after the date of the change, and in any event no earlier than the date that the amended or new Document is provided to you. If the change is a material change, you have the choice to continue using the Services, or to cease to use the Services without penalty.
(h) Survival: Clauses 3(e), 5, 6, 7, 8 survive termination of this Document.
(i) Governing law: This Document is governed by the laws of Victoria.
In this Document, unless the context otherwise requires, capitalised terms have the meaning given to them in the Quote, and:
Document means the Quote, these terms and any documents attached to, or referred to in, them.
Intellectual Property means any:
(b) registered or unregistered design, patent or trade mark rights;
(c) trade, business, company or domain names;
(d) know-how, inventions, processes, trade secrets or Confidential Information; or
(e) similar rights in any part of the world,
including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
Liability means any expense, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.
Materials is as set out in the Quote.
Moral Rights has the meaning given in the Copyright Act 1968 (Cth).
Party means a party to this Document, and Parties means all of them.
Payment Terms is as set out in the Quote.
Price is as set out in the Quote, which may be adjusted in accordance with this Document.
Quote means the quote attached to this Document, as amended or revised under clause 2(c).
Services is as set out in the Quote, which may be adjusted in accordance with this Document.
Timeframe for Completion is as set out in the Quote, which may be adjusted in accordance with this Document.