Client Terms of Engagement
These Terms of Engagement ("Terms") govern all professional services ("Services") provided by BDXP Pty Ltd ("BDXP", "we", "our") to any client ("Client", "you", "your") unless otherwise agreed in writing. By engaging BDXP, you agree to be bound by these Terms.
1. Scope of Engagement
1.1 BDXP will deliver the Services described in a written proposal, statement of work ("SOW"), or engagement letter agreed between the parties.
1.2 Any change to scope must be agreed in writing. Additional services may be subject to separate fees.
1.3 These Terms apply to all current and future engagements unless replaced by a subsequent written agreement.
1.4 BDXP may use subcontractors or independent consultants in delivering the Services. We remain responsible for the quality of their work.
2. Fees and Payment
2.1 Fees are set out in the proposal, SOW or engagement letter. Unless stated otherwise, all fees are exclusive of GST and other applicable taxes.
2.2 Invoices are payable within 14 days of issue. Interest may be charged on overdue amounts at 1.5% per month.
2.3 BDXP may suspend Services or withhold Deliverables for non-payment.
2.4 All fees are non-refundable unless expressly stated.
3. Confidentiality
3.1 Both parties will treat all non-public information received from the other party as confidential.
3.2 Confidential information will only be disclosed to personnel, subcontractors, or advisors on a need-to-know basis and under similar obligations of confidentiality.
3.3 This obligation survives the termination of the engagement.
4. Intellectual Property (IP)
4.1 BDXP retains ownership of all methodologies, tools, templates, models, frameworks, and proprietary content developed independently of this engagement ("Background IP").
4.2 IP developed specifically for the Client during the engagement ("Deliverables") will be licensed to the Client on a non-exclusive, royalty-free, perpetual basis for internal use only, unless otherwise agreed.
4.3 Client must not resell, republish, distribute, or commercially exploit any Deliverables without written consent.
4.4 Use of AI, automation, or large language models on Deliverables for commercial purposes without BDXP’s consent is prohibited.
5. Use of Client Name and Work
5.1 BDXP may reference the fact of the engagement, including Client name and logo, in credential materials, unless expressly prohibited in writing.
5.2 BDXP may use anonymised case examples derived from the engagement for internal training, capability development, and future business development.
5.3 Use of Client name or logo will be professional, accurate, and not misleading.
6. Warranties and Liability
6.1 BDXP warrants that it will provide the Services with due care, skill, and diligence.
6.2 BDXP does not warrant any particular outcome from the Services and is not liable for decisions made or actions taken by the Client based on our Deliverables.
6.3 To the extent permitted by law, BDXP's liability is limited to the total fees paid for the relevant Services.
6.4 BDXP is not liable for any indirect, consequential, or special loss, including loss of profit, revenue, data, reputation, or opportunity.
6.5 Nothing in these Terms excludes liability for fraud, gross negligence, or breach of law.
7. Termination
7.1 Either party may terminate an engagement on 14 days' written notice.
7.2 Either party may terminate immediately for material breach not remedied within 7 days.
7.3 On termination, the Client will pay all fees due for Services provided to the date of termination.
7.4 Provisions relating to confidentiality, IP, non-solicitation, and liability survive termination.
8. Non-Solicitation
8.1 During the engagement and for 12 months after, the Client agrees not to solicit, employ, or engage (directly or indirectly) any BDXP personnel without our prior written consent.
9. Data, Privacy, and ESG
9.1 Both parties agree to comply with applicable privacy and data protection laws, including the Australian Privacy Act and, where applicable, the GDPR.
9.2 Client data will be handled in accordance with BDXP’s Privacy Policy.
9.3 Where services involve collection or analysis of personal or sensitive data, BDXP will take appropriate technical and organisational measures.
9.4 BDXP is committed to ethical practices, data integrity, and ESG-conscious advisory services, including the responsible use of AI and automation tools.
10. Governing Law
10.1 These Terms are governed by the laws of New South Wales, Australia.
10.2 Disputes will be subject to the non-exclusive jurisdiction of the courts of that state.
10.3 If a dispute arises, the parties will first attempt good faith negotiation and, failing resolution, escalate to mediation before litigation.
11. Miscellaneous
11.1 These Terms may only be varied in writing signed by both parties.
11.2 If any provision is held to be invalid or unenforceable, the remainder will remain in full force.
11.3 These Terms, together with any SOW or engagement letter, form the entire agreement.
11.4 Neither party may assign or transfer rights or obligations without written consent.
11.5 Notices may be sent by email to the addresses specified in the engagement documents.
Version: June 2025