Terms and Conditions
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By purchasing, engaging, or using services or products provided by Find Why Consulting, the Client agrees to the Terms and Conditions set out below.
1. Services
1.1 Find Why Consulting Pty Ltd (“Find Why”) will provide the Services described in the Statement of Work (“SOW”).
1.2 The Services are limited to the scope expressly set out in the SOW. Any work not expressly included is excluded unless agreed in writing under a change request.
1.3 The Services may incorporate proprietary methodologies, frameworks, templates, tools, documentation, and strategic materials developed by Find Why.
2. Out of Scope and Change Control
2.1 Any services, deliverables or activities not expressly included in the SOW are excluded. Any material expansion, variation or modification of the Services must be agreed in writing prior to commencement.
2.2 Find Why is happy to discuss additional elements that either stand alone or support the project but fall outside the agreed scope. Such additional services may require a separate statement of work or written variation and may incur additional fees. Pricing for any additional services will be determined based on the specific requirements and resources involved.
2.3 No variation will take effect unless approved in writing by both parties. Find Why is under no obligation to commence additional work until scope and fees have been formally agreed.
2.4 Neither party may assign or novate its rights or obligations without the other party’s prior written consent, not to be unreasonably withheld.
3. Client Responsibilities
3.1 The Client must:
(a) provide accurate and complete information;
(b) provide timely access to relevant systems, analytics, agencies and personnel;
(c) ensure implementation of recommendations is undertaken competently.
3.2 Find Why is entitled to rely on all information provided by the Client without independent verification.
3.3 Find Why is not responsible for delays caused by the Client or third parties.
3.4 Certain services require timely inputs, approvals, or access to systems from the Client. Where such inputs are required, delivery timelines are dependent on the Client providing the necessary information, materials, or approvals. If the Client fails to provide required inputs, approvals, or access within a reasonable timeframe, Find Why will not be responsible for delays in delivery and the relevant services may be deferred, rescheduled, or considered fulfilled where the work cannot reasonably proceed.
4. Fees and Payment Terms
4.1 Fees are determined by the services, products, or deliverables agreed between the parties via proposal, invoice, website purchase, email approval, online checkout, or other written agreement.
4.2 Fees are exclusive of GST unless expressly stated.
4.3 Unless otherwise stated, invoices are payable within 14 days of issue.
4.4 Interest may be charged on overdue amounts at the rate of 2% per month, calculated daily.
4.5 Find Why may suspend Services if payment is not received when due.
4.6 If any invoice remains unpaid for more than fourteen (14) days after its due date, Find Why may, without liability:
(a) suspend or cease performance of the Services;
(b) withhold delivery of any work product, deliverables, files, documents, assets, access credentials, strategic materials, or outputs;
(c) suspend or revoke access to systems, platforms, dashboards, hosting environments, reporting tools, or shared workspaces managed by Find Why; and/or
(d) defer any scheduled work or project timelines, until all outstanding amounts have been paid in full.
4.7 Find Why will not be responsible for any delay, loss, interruption, or adverse outcome arising from any suspension or withholding exercised under clause 4.6.
5. Performance and Commercial Outcomes
5.1 The Client acknowledges that outcomes such as search performance, digital visibility, traffic, engagement, or commercial outcomes are influenced by third-party platforms, market conditions, algorithm changes, user behaviour and implementation decisions, that are outside Find Why’s control.
5.2 Consequently, no guarantee is given as to rankings, traffic levels, revenue, conversion rates or commercial outcomes.
5.3 The Client acknowledges that activity will naturally vary from period to period and that Find Why manages its effort across the life of the engagement accordingly.
6. Third-Party Platforms and Implementation
6.1 Find Why is not responsible for:
(a) algorithm or platform changes;
(b) technical implementation by the Client or third parties;
(c) coding errors, publishing errors or deviations from recommendations;
(d) hosting or infrastructure failures.
6.2 Where recommendations, strategies, documentation or materials provided by Find Why are implemented by the Client or any third party, Find Why shall have no responsibility or liability for the manner in which those recommendations are implemented or for any outcomes, errors, losses, or issues arising from such implementation.
6.3 Where Find Why provides hosting, platform management, analytics configuration, reporting environments, advertising account management, or other technical infrastructure services, continued access to such services is conditional upon payment of all applicable fees.
7. Intellectual Property
7.1 Find Why retains full ownership of all intellectual property created, developed or owned by Find Why prior to or outside the scope of this Agreement, including but not limited to its methodologies, frameworks, templates, tools, systems, processes, know-how, strategies, documentation and other proprietary materials (“Find Why IP”). This clause survives termination of this Agreement in perpetuity.
7.2 To the extent that any Find Why IP is incorporated into materials, deliverables, or services provided to the Client under this Agreement, the Client is granted a non-exclusive, non-transferable licence to use such materials solely for the purposes laid out in the Statement of Work (“SOW”).
7.3 The licence granted under this clause is limited to the Client’s own use and must not be assigned, sublicensed, transferred, or made available to any third party without the prior written consent of Find Why.
7.4 Any licence, usage rights, or permissions granted to the Client under this Agreement are conditional upon full and final payment of all amounts owing to Find Why. Until payment is received in full, all deliverables, materials, and work product remain the property of Find Why and may not be used, implemented, reproduced, distributed, published, or relied upon by the Client for any purpose.
7.5 The Client must not, without the prior written consent of Find Why:
(a) reproduce, distribute, publish or commercialise any Find Why IP;
(b) resell, licence, or provide Find Why materials, frameworks, templates, or systems to third parties;
(c) use Find Why IP to develop or operate any competing service, programme, platform, or commercial offering;
(d) reverse engineer, copy, replicate, adapt, or otherwise attempt to derive the underlying structure or methodology of any Find Why IP.
7.6 Nothing in this Agreement prevents Find Why from continuing to use, develop, modify, improve, or provide its methodologies, frameworks, systems, or other intellectual property to other clients.
7.7 The Client acknowledges that Find Why’s methodologies, frameworks, systems, templates, tools, and strategic approaches constitute valuable proprietary intellectual property.
7.8 The Client must not directly or indirectly replicate, reproduce, adapt, distribute, or commercialise any Find Why IP for the purpose of creating or operating any competing service, programme, platform, or commercial offering.
7.9 If the Client breaches this clause, the Client will be liable for all losses suffered by Find Why arising from such breach, including but not limited to:
(a) direct financial losses;
(b) loss of revenue or profit;
(c) loss of business opportunity or anticipated future earnings;
(d) costs associated with investigating, responding to, or remedying the breach.
7.10 The Client agrees to indemnify and hold harmless Find Why, its directors, employees, contractors, and affiliates against any loss, damage, claim, liability, or expense arising from or connected with any unauthorised use or exploitation of Find Why IP by the Client or any third party acting on the Client’s behalf.
7.11 The Client acknowledges that unauthorised use of Find Why IP may cause significant harm that cannot be adequately remedied by financial damages alone. Accordingly, Find Why is entitled to seek injunctive or equitable relief to prevent or stop any unauthorised use, in addition to any other remedies available at law.
8. Confidentiality
8.1 Each party must keep confidential any non-public information disclosed by the other party in connection with the SOW that is marked or reasonably understood to be confidential (“Confidential Information”). The receiving party must not disclose such Confidential Information to any third party or use it for any purpose other than performing or receiving the Services.
8.2 The obligations in this clause do not apply to information that is publicly available (other than through breach), already lawfully known to the receiving party, or required to be disclosed by law. Confidentiality obligations survive termination of the SOW for a period of 12 months.
9. Limitation of Liability
9.1 To the maximum extent permitted by law, the total aggregate liability of Find Why arising out of or in connection with the SOW, whether in contract, tort (including negligence), statute or otherwise, is limited to the lesser of:
(a) the total fees actually paid under the relevant SOW; or
(b) the total fees paid in the twelve (12) months preceding the event giving rise to the claim.
9.2 This limitation applies in aggregate to all claims.
10. Exclusion of Consequential Loss
10.1 Find Why is not liable for any indirect, incidental, special or consequential loss, including but not limited to:
(a) loss of profit;
(b) loss of revenue;
(c) loss of business opportunity;
(d) loss of goodwill;
(e) loss of anticipated savings;
(f) reputational damage;
(g) data loss.
11. Proportionate Liability
11.1 To the extent permitted by law, liability is limited to the proportion of loss directly attributable to Find Why’s breach.
12. Claim Limitation Period
12.1 The Client must notify Find Why in writing of any claim arising out of or in connection with the SOW within six (6) months of completion of the Services.
12.2 Any claim not brought within that period is barred to the fullest extent permitted by law.
13. Indemnity by Client
13.1 The Client indemnifies Find Why, its directors, employees and contractors against any third party claim arising from:
(a) use of the deliverables;
(b) modification of deliverables;
(c) implementation decisions;
(d) materials supplied by the Client;
(e) unlawful or misleading use of outputs.
13.2 This indemnity does not apply to the extent the claim arises from Find Why’s wilful misconduct.
14. Term and Termination
14.1 Where relevant, the length of time that this contract will run for is set out in the Statement of Work.
14.2 Where relevant, this Agreement will automatically renew on a period-by-period basis, unless the Client provides written notice of cancellation before the renewal date.
14.3 The Client may cancel the Agreement at any time by providing written notice via email prior to the next renewal date. If cancellation notice is not received before the renewal date, the Agreement will automatically renew for the next service period and the associated fees will become payable.
14.4 Where cancellation is requested, services will continue until the end of the current service period that has already been paid for. Fees paid for the current service period are non-refundable.
14.5 Either party may terminate this Agreement immediately by written notice if the other party commits a material breach of this Agreement and fails to remedy that breach within fourteen (14) days of receiving written notice.
14.6 Survival: The provisions of this Agreement which by their nature are intended to survive termination or expiry will continue in full force and effect, including but not limited to clauses relating to Intellectual Property, Confidentiality, Limitation of Liability, Exclusion of Consequential Loss, Proportionate Liability, Claim Limitation Period, and Indemnity.
15. Governing Law
15.1 The SOW and these Terms are governed by the laws of Western Australia.
15.2 The parties submit to the exclusive jurisdiction of the courts of Western Australia.
15.3 Nothing in these Terms excludes, restricts or modifies any rights that cannot lawfully be excluded under the Australian Consumer Law.
16. Compliance Responsibility
16.1 Find Why provides advice, strategic recommendations, marketing materials, templates and frameworks only, and does not provide legal, regulatory or compliance advice.
16.2 The Client is solely responsible for ensuring that all marketing, advertising and patient communications comply with applicable laws, regulatory guidelines and professional standards including but not limited to:
(a) Therapeutic Goods Administration (TGA) advertising rules
(b) AHPRA advertising guidelines
(c) Australian Consumer Law
17. General Supporting Clauses
17.1 Notices. Notices must be in writing and sent to the email or address last notified by the recipient, and are taken to be received on the next business day after sending, if sent by email before 5.00pm on a business day.
17.2 Dispute resolution. Before commencing proceedings (other than for urgent interlocutory relief), a party must first give written notice of the dispute and the parties must meet in good faith to seek to resolve it within 14 days.
17.3 Severability. If any provision in this contract is held invalid or unenforceable, it is to be read down or severed to the minimum extent necessary, and the remaining provisions continue in force.
17.4 Counterparts. This agreement may be executed in counterparts, including by electronic signature, each of which is an original and which together form one instrument.