TERMS &
CONDITIONS.

01SERVICE AGREEMENT & ACCEPTANCE

BigPickle Digital Solutions ("Service Provider," "Agency," "we," "our," "us") provides digital marketing services, web design and development, conversion optimization, CRM automation, data analytics, and strategic consulting (collectively, "Services"). These terms apply to all clients ("Client," "you," "your") who engage BigPickle for any Services.

These terms constitute a legally binding agreement between you and BigPickle Digital Solutions, a digital agency based in Sydney, NSW, Australia, registered under ABN 68 448 251 765.

02SERVICE SCOPE & MODIFICATION

2.1 Services Offered

BigPickle offers seven core digital solutions:

• Digital Foundation (web design, development, UX/UI optimization)
• Conversion System (funnel optimization, A/B testing, landing pages)
• Growth & Marketing System (Google Ads, Meta Ads, SEO campaigns)
• CRM & Retention (Klaviyo, HubSpot, email automation)
• Data & Performance Layer (GA4, GTM, server-side tracking)
• Continuous Optimisation (ongoing retainer, monthly improvements)
• Strategic Direction (quarterly reviews, senior consulting)

Services will be described in detail in signed Statements of Work (SOWs), Insertion Orders (IOs), or Schedules. The specific deliverables, timelines, and success metrics will be clearly outlined in these documents.

2.2 Service Modifications

BigPickle reserves the right to modify, update, or discontinue Services with 30 days written notice. Search engine rankings, advertising platform changes, and third-party algorithm updates are beyond BigPickle's control. BigPickle will not be held liable for changes to Google, Meta, or other third-party platform policies that affect campaign performance.

03PAYMENT TERMS & BILLING

3.1 Compensation & Invoicing

Client agrees to pay BigPickle the fees specified in the applicable SOW or Schedule. BigPickle invoices monthly in arrears unless otherwise specified. Payment is due within 30 days of invoice receipt.

3.2 Payment Methods

Payment can be made via credit card, bank transfer, or other methods agreed upon in writing. All fees are exclusive of applicable taxes, GST, and government charges, which Client is responsible for paying.

3.3 Late Payment Fees

Invoices not paid within 30 days are considered overdue. BigPickle reserves the right to:

• Charge late fees of 1.5% per month on overdue amounts
• Suspend or terminate Services immediately
• Refer the account to a third-party collections agency
• Claim reimbursement for all collection costs and attorney fees

3.4 Cancellation & Early Termination

• Month-to-month Services: Can be cancelled with 30 days written notice
• Fixed-term Services: Early termination incurs a 50% penalty on the remaining contract value
• Upon termination, Client remains liable for Services already rendered
• BigPickle may remove digital assets if payment is not received within 30 days of Service completion

3.5 Minimum Service Requirements

Certain Services (such as SEO campaigns and paid advertising) require minimum 3-6 month commitments to be effective. Client acknowledges that results take time and that terminating early may result in lost investment.

04CLIENT OBLIGATIONS & REPRESENTATIONS

4.1 Client Responsibilities

Client represents and warrants that:

• Client has full authority to enter into this Agreement
• All content provided to BigPickle complies with applicable laws
• All content does not infringe on third-party intellectual property rights
• Client owns or has rights to use all materials, logos, images, and data
• Client Data does not violate privacy laws or third party rights
• Client will comply with all data protection regulations (GDPR, CCPA, etc.)

4.2 Cooperation & Access

Client agrees to:

• Provide timely access to all necessary accounts, passwords, and platforms
• Respond to requests for information within 5 business days
• Provide decision-making authority on project approvals
• Notify BigPickle of any changes to website structure, domain names, or hosting
• Maintain regular communication via agreed-upon channels

4.3 Third-Party Platforms

Client acknowledges that Services depend on third-party platforms (Google, Meta, Klaviyo, hosting providers, etc.). BigPickle is not responsible for:

• Platform outages, technical failures, or service disruptions
• Changes to platform policies, algorithms, or features
• Account suspensions or bans issued by third parties
• Data loss due to third-party platform issues
• Rate limits, API changes, or functionality changes on third-party platforms

05DELIVERABLES, TIMELINES & REVISIONS

5.1 Deliverables & Specifications

BigPickle will deliver Services according to the specifications detailed in the applicable SOW or Schedule. All deliverables will be made available via mutually agreed-upon channels.

5.2 Timeline & Milestones

Project timelines will be established in writing. BigPickle will make reasonable efforts to meet agreed deadlines. Delays may occur due to:

• Client's failure to provide required materials or approvals
• Changes requested by Client during development
• Third-party platform issues beyond BigPickle's control
• Acts of God (natural disasters, severe weather, pandemics, etc.)

5.3 Revisions & Change Requests

• Included Revisions: The first 2 rounds are included in the Service fee
• Additional Revisions: Beyond the included rounds will be quoted separately
• Scope Creep: Changes that expand the project will require a Change Order and additional payment
• Approval Process: Client must approve work in writing before BigPickle proceeds

06INTELLECTUAL PROPERTY & OWNERSHIP

6.1 Work Product Ownership

Upon full payment:

• Client owns all work product created specifically for Client (websites, designs, copy, campaigns)
• BigPickle retains ownership of pre-existing tools, templates, processes, and methodologies
• BigPickle may showcase completed work in portfolio and case studies (unless Client requests confidentiality)

6.2 Third-Party Components

BigPickle may use third-party libraries, plugins, fonts, and open-source code. Client acknowledges that:

• Third-party code is subject to its respective licenses
• BigPickle provides no warranty for third-party components
• Ongoing maintenance of third-party components is Client's responsibility

6.3 Client IP & Licenses

Client grants BigPickle a non-exclusive, royalty-free license to use Client's intellectual property solely for the purpose of delivering Services.

07CONFIDENTIALITY

7.1 Confidential Information

Both parties agree to keep confidential:

• Terms and pricing of this Agreement
• Business strategies, client lists, and proprietary information
• Performance data and analytics (unless Client publishes results)
• Technical details and system configurations

7.2 Exceptions to Confidentiality

Confidentiality obligations do not apply to information that:

• Is already public knowledge
• Is rightfully received from a third party without confidentiality obligations
• Is independently developed without using the other party's information
• Is required to be disclosed by law

08LIMITATION OF LIABILITY & DISCLAIMERS

8.1 Warranty Disclaimer

BigPickle disclaims all warranties, express or implied. BigPickle does not warrant that Services will be:

• Available without interruption
• Secure against all security threats
• Free from errors or bugs
• Guaranteed to achieve specific business results

8.2 No Guarantee of Results

Client acknowledges that:

• BigPickle cannot guarantee search engine rankings, ad performance, or conversion rates
• Results depend on factors beyond BigPickle's control (algorithm updates, market competition, Client's product quality, etc.)
• Past performance does not guarantee future results
• All estimates of ROI or performance are projections only

8.3 Limitation of Liability

8.4 Excluded Damages

BigPickle shall not be liable for any:

• Consequential, incidental, special, or indirect damages
• Lost revenue, lost profits, lost business, or lost opportunities
• Loss of data, interruption of service, or inability to use services
• Punitive or exemplary damages
• Claims arising from Client's misuse of Services or violation of these terms

09INDEMNIFICATION

9.1 Client Indemnification

Client agrees to defend, indemnify, and hold harmless BigPickle, its affiliates, officers, employees, and agents from any claims arising from:

• Client Data or Client-provided content that infringes third-party rights
• Client's violation of applicable laws or regulations
• Client's breach of this Agreement
• Client's use or misuse of Services in an illegal manner
• Privacy violations stemming from Client Data

9.2 BigPickle Indemnification

BigPickle agrees to indemnify Client for third-party claims that BigPickle's Services infringe third-party intellectual property rights, provided that Client notifies BigPickle promptly and allows BigPickle to control the defense.

10TERMINATION

10.1 Termination for Convenience

• Month-to-Month: Either party may terminate with 30 days written notice
• Fixed-Term: Termination before agreed term results in early termination fees
• Upon termination, Client remains liable for all Services rendered up to the termination date

10.2 Termination for Cause

BigPickle may terminate immediately without notice if:

• Client fails to pay any invoice within 15 days of the due date
• Client materially breaches this Agreement and fails to cure within 10 days of written notice
• Client engages in unlawful or unethical conduct
• Client becomes insolvent, bankrupt, or ceases business

10.3 Effect of Termination

Upon termination:

• All Services cease immediately
• Client remains liable for all fees through the termination date
• Intellectual property ownership transfers to Client only if all fees are paid in full

11FORCE MAJEURE

BigPickle shall not be liable for failure to perform Services due to causes beyond reasonable control, including:

• Acts of God (earthquake, severe weather, natural disasters)
• War, terrorism, or civil unrest
• Government action or regulation changes
• Pandemic or public health crisis
• Third-party platform outages or failures
• Internet service disruptions

If a Force Majeure event prevents BigPickle from performing for more than 30 days, Client may terminate without penalty.

12AUSTRALIAN LAW & JURISDICTION

This Agreement shall be governed by the laws of New South Wales, Australia. Both parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales. The UN Convention on Contracts for the International Sale of Goods does not apply to this Agreement.