1.1. Conceptavision Pty Ltd (ACN 603 979 880) (“Conceptavision”) offers its customers the opportunity to purchase the services outlined in the Service Order and relevant quote (“Quote”) provided to you from time to time (“Services”).
1.2. These Terms are to be read in conjunction with any Quote Service Order which has been provided to you. Any terms which are not defined in these Terms, are defined in the Service Order or Quote.
2.1. You accept these Terms by either signing the execution clause on the Service Order, accepting a Quote, making a deposit payment, or by clicking ‘accept’ on the website conceptavision.com.au where this has been made available to you.
3. Service Orders
3.1. You agree to pay the Purchase Price in accordance with the Payment Method specified on the Service Order, as well as any fees and charges specified in these Terms.
4.1. You agree that if you have paid a Deposit as required by the Service Order, the Deposit is refundable only where you have cancelled the Services:
(a) within the first 3 business days after agreeing to these Terms; or
(b) in the event the attendance at the Location set out in the accepted Quote in order to perform the Services (the “Site Visit”) is scheduled within 5 Business Days or earlier from you agreeing to these Terms, then the Deposit is refundable only if you cancel the Services at least 1 Business Day prior to the Site Visit.
4.2. Even if a Deposit is refundable under 4.1. you may still be liable to us for fees, charges and reimbursements for any costs and expenses we have incurred before the date of refund. In such cases, we may set-off any amounts owed to us from the Deposit before refunding you the balance.
5. Delivery and Payment
5.1. Upon completion of the Services, if you have purchased a product, (“Product”) we will send you a preview of the Product for your approval (“Your Approval”).
5.2. Upon receipt of the Product, and subject to Your Approval, you will be required to make payment in accordance with the Payment Method;
5.3. Upon receipt of any payments due in accordance with the Payment Method, we will provide you with the final version of the Product (the “Delivery”);
5.4. Title to all Products remains with Conceptavision until all amounts due have been paid in full.
5.5. Conceptavision will use reasonable endeavours to complete the Services by any date specified to you. Notwithstanding same, Conceptavision holds absolute discretion to alter the Service delivery date due to unforeseen circumstances and shall notify you if the Service delivery date is altered. Where Conceptavision is unable to complete the Services by the estimated delivery date, Conceptavision will use reasonable endeavours to have the Services completed within a reasonable time.
5.6. All or part of the Services may be conducted by Conceptavision’s sub-contractors. Notwithstanding the use of sub-contractors, Conceptavision remains liable to you for the authorised acts of its sub-contractors.
6. Service Variations
6.1. You acknowledge and agree that any variations to the Services or the Product after a Quote has been accepted may be subject to additional charges, depending on the nature of the variation.
6.2. Variations are classified as follows:
(a) “Minor Variation” includes amendments to the Services or Product that does not require:
(i) the shooting of new footage;
(ii) additional voice recording;
(iii) additional recording of sound on location; or
(iv) work outside of the scope of the Services provided under the Quote.
(b) “Major Variation” means amendments that would not otherwise be included as a Minor Variation.
6.3. You acknowledge and agree that two (2) Minor Variations are included in the Services, however, any further Minor Variations or any Major Variations will incur a variation fee of $130.00 per hour for all work required to complete the amendment.
7. Non-Payment and Debt Recovery
7.1. You agree that Conceptavision may charge compound interest of 3%, calculated every 30 days (the “Interest”) on any amounts of monies which remain unpaid.
7.2. If you do not pay for the Services in accordance with the Service Order, Quote and/or these Terms, Conceptavision may proceed to recover the debt from you without further notice and report the debt to a credit reporting agency.
7.3. If Conceptavision initiates debt recovery action against you, you agree to be liable for all debt collection costs which includes any legal costs (on an indemnity basis), collection agency costs and any other expenses or disbursements. You will also be liable to pay Interest on the outstanding debt.
8. Warranties and Liability
8.1. Use of Services provided by Conceptavision is at your own risk. The Services are provided to you “as is” and “as available” and without warranty or condition of any kind, except as prescribed by law.
8.2. You warrant that:
(a) Conceptavision has been provided with the right, power and authority to supply, copy and use any material provided to Conceptavision or recorded, copied or used by Conceptavision at your direction which material includes, but is not limited to, any trademarks and copyright material;
(b) Conceptavision has the right, power and authority to make audio, photographic and video recordings of your principal place of business and/or at the Location (as defined in the Quote), together with your staff, agents, consultants, officers and/or other individuals who are recorded in the course of the provision of the Services;
(c) You have obtained all necessary consents from any person whose image, voice, name or other identifying information is supplied, recorded or otherwise used in connection with the provision of the Services’
(d) You warrant that the consents under 8.2(c) permit Conceptavision to use the images, voices, names or other identifying information for Conceptavision’s own marketing and business development purposes.
8.3. You indemnify Conceptavision, its directors, employees, agents and contractors for any breach of a warranty under clause 8.2.
8.4. Conceptavision takes reasonable steps to ensure that any information and opinions provided to you in the course of the Services and Products is based on reputable sources, but does not warrant or represent that the information or opinion expressed is complete, free from error or will remain free from error. Conceptavision may, but is not obliged, to provide updates to any information or opinion provided.
9. Limitation of liability
9.1 Except for liability in relation to breach of any implied condition, warranty or guarantee, including under the Competition and Consumer Act 2010 (Cth), the exclusion of which from a contract would contravene any statute or cause any part of this Agreement to be void (“Non-excludable Term”), to the extent permitted by law Conceptavision specifically disclaims all liability for any loss or damage (actual, special, direct, indirect and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (including, without limitation, loss or damage relating to any inaccuracy of information provided, or the lack of fitness for purpose of any goods or service supplied), arising out of or in any way connected with any transaction or via or connected with the Service or Products.
9.2 Except for liability in relation to a breach of any Non-excludable Term, Conceptavision’s liability to you is limited to the total amount of fees paid by you to Conceptavision under the relevant Quote for the Service or Product that caused Conceptavision’s liability.
9.3 Conceptavision’s liability to You for a breach of any Non-excludable Term (other than a Non-excludable Term that by law cannot be limited) is limited, at its option to any one of refunding the whole or part of the fees paid, resupplying, replacing or repairing, or paying the cost of resupplying, replacing or repairing the goods supplied by Conceptavision in respect of which the breach occurred, or supplying again or paying the cost of supplying again, services supplied by us in respect of which the breach occurred.
10. No Warranty of Success
10.1. Conceptavision does not warrant or guarantee that any successful commercial results will be obtained by you as a result of entering into this agreement or by engaging Conceptavision’s Services or purchasing Products.
11. Intellectual Property
11.1. You acknowledge and agree that all intellectual property rights created in conjunction with the Services and/or the Product are the property of Conceptavision and you agree to take all such steps as practicable to ensure that the intellectual property rights will vest in, and remain vested, with Conceptavision during and after the course of their engagement pursuant to these Terms.
11.2. Conceptavision hereby grants to you a non-exclusive, transferrable, perpetual, royalty-free, irrevocable, worldwide licence to broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change the Product.
11.3. You hereby grant Conceptavision a non-exclusive, transferrable, perpetual, royalty-free, irrevocable, worldwide licence to use your intellectual property for marketing or advertising purposes where that intellectual property has been utilised in the creation of the intellectual property of Conceptavision as set out in clause 11.1.
12. Force majeure
12.1. If Conceptavision is prevented from or delayed in performing an obligation pursuant to the Services by Force Majeure, and promptly acts to mitigate or remove the Force Majeure and its effect, then the obligation to perform the Services is suspended during, but for no longer than, the period the Force Majeure continues and any further period that is reasonable in the circumstances.
12.2. In this clause “Force Majeure” means an event beyond the reasonable control of Conceptavision, which occurs without its fault or negligence.
13. General Provisions
13.1. These Terms may be amended by mutual written agreement.
13.2. In the event that any provision of these Terms is held to be invalid, illegal or unenforceable, then such provision will be fully severed and these Terms will be construed and enforced without that severed provision.
13.3. Conceptavision may assign its rights arising out of or under these Terms without your consent. You may only assign these Terms with written consent from Conceptavision. This consent will not unreasonably be withheld.
13.4. Except for the right to assignment by Conceptavision provided by clause 13.3, the rights created by these Terms are personal to the parties and shall not be dealt with at law or equity.
13.5. These Terms are governed by the laws of New South Wales and the parties agree to submit to the exclusive jurisdiction of the Courts of that State.