BellBird Production

Bellbird Production Pty Ltd (ACN 614 572 940) (“Bellbird”, “We” or “Us”) thanks you (“Client” hereinafter) for your instructions to provide you with our creative content services (“the Job”). These Terms and Conditions should be read in conjunction with Bellbird’s quote provided to you (“the Quote”).

A. CLIENT OBLIGATIONS

1. You have engaged Bellbird to provide you with goods (“Products”) and services set out in the Quote in accordance with these Terms and Conditions. 
2. You warrant that:
   1. You have obtained all necessary permissions and waivers from all individual and corporate subjects for the purposes of Bellbird producing photographs, video footage, audio recordings, visual marketing materials and other goods and services set out in the Quote.
   2. You have provided Bellbird with adequate and realistic instructions and indemnify Bellbird for any failure to provide same within a reasonable timeframe and any loss of expectation.
   3. You will provide Bellbird with the location, access, permits and reasonably required information regarding any venues of the goods and services. If You do not provide the location, access, permits or other information, You accept that the goods and services may not be as expected or the Price may vary.
   4. You have an exclusive licence to use the produced photographs, video footage, audio recordings and other items provided to you by Bellbird.
   5. You will inform third parties that they are required to seek written approval from Bellbird for use of their Products.
   6. You accept that there may be delays in completion of works in your matter including but not limited to arising out of variations in your instructions, weather, venue restrictions and availability, our costs, your budget, accuracy, reliability and/or access to your supplied material, information and/or venue, other third parties, force majeure events and other unforeseen circumstances.
3. You indemnify Bellbird for any loss or action arising out of any breach of your warranties in paragraph A.2.

B. BELLBIRD OBLIGATIONS

1. Bellbird agrees to provide you with the goods and services as set out in the Job Description in the Quote.
2. You accept and agree that Bellbird:
   1. Has discretion and creative control in providing the goods and services pursuant to their expertise and vision for the Job.
   2. Are unable to meet the demands of any third parties that are not within our direct control (or obligation to meet).
   3. Will not tolerate any verbal or physical violence, threats, harassment, abuse or behaviour that distresses, humiliates, threatens, discriminates against or intends to
   4. Cannot control, predict or foresee bad or inappropriate weather, venue availability, venue restrictions including use of flash or prevent the taking of photographs or video footage, venue access and/or exclusivity, venue providers, venue costs, third party costs, permit prices, public holidays, public events, force majeure events, protests, behaviour of individuals that are not employees or agents of Bellbird and any resulting delays, cancellations or loss of expectation.
   5. Owns all legal and moral rights over the Products and any photographs, video footage, audio recordings, digital Products taken by Bellbird.
3. You agree to indemnify Bellbird for any loss or action arising out of paragraph B.2. above including from third parties.
4. You undertake to advise Us immediately and without delay if you are aware of a change in circumstances that may affect your capacity to meet your obligations set out in these Terms and Conditions.

C. PRICE

1. The Quote is valid for thirty (30) days.
2. Based on your instructions and provided material, information and/or site access, we estimate the Price of the Job in this matter in the Quote.
3. We estimate the Price on your present instructions. You acknowledge that the Price may increase if further or more extensive work has to be done in your matter which may be due to variations to the scope of services, if you provide instructions requiring the further work or if your matter requires the work to carry out the scope of services.
4. We note that, unless specified, our fees are not inclusive of disbursements such as motion graphics, 3D Animation, parking costs, travelling costs, venue permits, venue hiring fees, prop costs, employment of requested subjects, cast or extras, catering and you agree to make payment of same upon Bellbird’s request.
5. Bellbird may charge you a Management Fee of $80.00 per hour plus GST for organising, procuring, cancelling or incurring disbursements or unexpected costs and you agree to make payment of same upon Bellbird’s request.

D. TERMS OF PAYMENT

1. You must pay an initial deposit to retain Us for our services set out on the Quote before commencing work on your matter.
2. We may provide you with periodic Tax Invoices itemising services, Products, expenses and/or disbursements.
3. All payments for our services, expenses and/or disbursements are be made in the payment method/s set out in the Quote.
4. All Tax Invoices are due and payable within the trading term set out in the Tax Invoice. If payment is not made within the trading term, we may, at our sole discretion, do any of the following:
   1. Cease work in your matter and bill all outstanding work to date;
   2. Without affecting any lien to which we are otherwise entitled at law over the goods and services, funds, papers, goods and other property of yours, we are entitled to retain by way of lien any funds, property or papers of yours, which are from time to time in our possession or control until all payments including fees, disbursements, charges and payments to third parties due by you have been paid in full.
   3. Charge Default Interest Rate of 15.00% per annum, calculated daily;
   4. Charge you a Default Administration Fee of $250.00;
   5. ommence debt recovery action for the amount due and payable and you will be responsible to pay costs of same on an indemnity basis including legal and administration fees, filing fees and interest; and/or
   6. Enforce a security interest including but not limited to caveats, liens and charges under The Personal Property Security Act (PPSA).
5. Unless expressly stated otherwise, all prices or sums payable under or in accordance with these Terms and Conditions are exclusive of GST.

D. TERM AND TERMINATION

1. The term of these Terms and Conditions will commence on the date when the Quote is accepted by you and we have received the initial deposit (if applicable).
2. We may terminate the Job at any time, including:
   1. If we suspect that you are unable to make payment of outstanding fees, disbursements and/or expenses including to third parties;
   2. If you fail to provide Us with clear and timely instructions to enable Us to provide you with goods and services;
   3. If you provide Us with instructions that are deliberately false or intentionally misleading;
   4. If you refuse to accept our goods and consulting services;
   5. If you indicate to Us that you have lost confidence in Us to provide you with goods and services, determined at our sole discretion;
   6. For any other reason that is outside of our control which impacts the scope of the Job Description within the estimated timeframe;
   7. If we consider it no longer appropriate to provide you with goods and services; or
   8. For any other reason we deem fitting to terminate the Job.
3. You may terminate or cancel the Job set out in the Quote with written notice at any time. If you terminate or cancel the Job, we are entitled to charge you the full amount set out in the Quote regardless of if the goods and services were provided to you along with all expenses and disbursements due and payable (including to third parties) and any cancellation and administration fees.
4. If the Job is terminated, either by either party, you agree to indemnify Us absolutely and entirely for:
   1. Any costs you incur or loss you may suffer as a result of the termination or otherwise; and
   2. Any performance of responsibilities and obligations (including payment) to third parties; and
   3. Any loss or damage you may incur if you or your employee, representative, assign or agent refuses to perform any third party obligations.
5. All material, information and your tangible and intangible assets held by Us (whether expressly given by you, a third party or discovered by Us) will be held by Us and used in any manner we deem fit until you have satisfied all payments of outstanding amounts to Us and have carried out your obligations. You indemnify Us, our employees, our agents and our assigns for any liability or responsibility arising from our use of your material, information, and your tangible and intangible assets.

D. GENERAL PROVISIONS

1. If any dispute, claim or uncertainty arises in respect of this Agreement, the Party will notify the other Party in writing and the Parties will attempt to resolve the dispute. If the Parties cannot reach a resolution within 14 days of notice, the Parties will meet for an informal mediation within 28 days. If informal mediation is unsuccessful, the Parties will refer the matter for mediation at the Australian Disputes Centre.
2. This Agreement is binding on and enforceable by the Parties, their successors, legal representatives and assigns.
3. This Agreement is the whole agreement between the parties.
4. The Agreement may be varied in writing upon agreement between the parties.
5. The Parties acknowledge that Bellbird may assign their rights and obligations under this Agreement without notice or consent from the other Parties.
6. If any part of this Agreement is illegal, invalid or unenforceable, it is severed from this Agreement and the remainder of the Agreement will remain enforceable.
7. Terms of this Agreement are to be construed in accordance with the laws in the State of New South Wales and the Commonwealth of Australia.
8. Bellbird relies on your warranties and representations provided including those contained in these Terms and Conditions.

All Rights reserved to Bellbird Production Pty Ltd – ACN 614 572 940