TERMS AND CONDITIONS OF TRADE
Please read through Terms and Conditions of Trading. The following terms and conditions shall apply in relation to the supply of any Services or Goods by The Time-lapse Company or any of its subsidiary trading entities (unless otherwise agreed to in writing). They supersede all previous conditions and override any alternative conditions referred to by the Customer and constitute the entire agreement between The Time-lapse Company and the Customer.
1.1 “Company” means NewCreative Pty Ltd (ACN: 113 887 086) trading as The Time-lapse Company
1.2 “Customer” means the person, firm or company using the services of the Company, including all persons acting on behalf of or under the instructions of the Customer in their capacity as agent or employee.
1.3 “Goods” shall mean Goods supplied by the Company to the Customer (and where the context so permits shall include any supply of Services as hereinafter defined).
1.4 “Services” shall mean all services supplied by the Company to the Customer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined supra).
1.5 “Price” shall mean the cost of the Goods or Services as agreed between the Company and the Customer subject to clause 8 of this contract.
1.6 “Project” means the work that the Customer has engaged the Company to do.
1.7 “Business Days” means Monday to Friday 7am-5pm, excluding public holidays
2.1 Any instructions provided by way of email, facsimile or ordinary post, received by the Company from the Customer for the supply of Goods and/or Services and/or the Customer’s acceptance of Goods or Services supplied by the Company shall constitute acceptance of the terms and conditions contained herein.
2.2 Where more than one Customer has entered into this agreement, each Customer shall be jointly and severally liable for all payments of the Price.
2.3 Upon acceptance of these terms and conditions by the Customer the terms and conditions are irrevocable and can only be rescinded in accordance with these terms and conditions and with the written consent of the manager of the Company.
2.4 None of the Company’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of the Company in writing nor is the Company bound by any such unauthorised statements.
2.5 The Customer undertakes to give the Company not less than fourteen (14) days prior written notice of any proposed change in the Customer’s name and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s address, facsimile number, or business practice).
3. Quotations to be confidential
3.1 The content of any quotation provided by the Company to the Customer, including the quantum of the quote together with all technical information, shall at all times remain the Company’s property and shall not be disclosed to any third party either directly or indirectly until the Company has been retained by the Customer to carry out the project to which such quotation relates.
4. Right to re-cost quote
4.1 Quotations are based on all stages of a project being accepted by the Customer exactly as specified in the quote. If any of the stages are (for any reason) not accepted by the Customer, amended or in any significant way varied by the Customer, the Company reserves the right to re-cost the project and the Customer agrees to be bound by the new quotation.
5. Cancellation or Postponement
5.1 If the Customer wishes to cancel or postpone the project it must do so in writing, and no purported cancellation or postponement will have effect until agreed to in writing by the Company.
5.2 If the project is cancelled or postponed prior to completion, the Customer agrees to pay for the Services rendered and Goods and Materials provided to the point of receipt of the notice of postponement or cancellation; to reimburse the Company for any and all expenses incurred up to the point of agreement in writing by the Company of such postponement or cancellation; and agrees to indemnify the Company against all claims by third parties incurred by postponement or cancellation.
5.3 The Company reserves the right to cancel, postpone or reschedule any installation and removal of hardware up to and including the day of the scheduled works.
6.1 The Goods are as described on the invoices, proposals, quotation, work authorisation or any other work commencement forms as provided by the Company to the Customer.
7.1 Copyright of the Project remains the property of the Company until full and final payment has been received.
7.2 The Customer grants the Company license to use the Project for the Company’s own marketing on website and any other promotional material.
8. Price And Payment
8.1 Unless otherwise agreed in writing, all one off costs including Final Video are payable prior to installation.
8.2 Monthly fees will be invoiced monthly to the Client.
8.3 The Customer agrees to pay the applicable relocation fees in the event that time-lapse cameras or trailers are moved with or without prior approval from the Company.
8.4 The Company may withhold delivery of the Goods until the Customer has made relevant due payment.
8.5 Payment will be made by direct deposit into the Company’s nominated bank account, or by credit card as per invoice.
8.6 The Customer agrees that the Company is not obligated to commence the project until payment referred to in 8.1 has been received.
8.7 Payment Terms are Net 30 days from date of invoice.
9. Exclusion of Liability
9.1 Other than in the manner stipulated by these terms and conditions the Company shall be under no liability whatsoever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Company of these terms and conditions
10. Time specifications
10.1 The Customer agrees that all specifications of time submitted during the production process or contained in the quote are guides only. Whilst the Company will make every effort to follow them, the Company accepts no responsibility if the Company is unable to do so.
11. Author’s Corrections
11.1 Any modifications to the time-lapse sequences, corrections to the original copy, additional material and amendments or additions after commencement of work are additional to the quote.
12.1 Both parties (the Company and the Customer) agree that notwithstanding anything contained in these terms and conditions, neither party shall be liable for any claim to damages by third parties of a direct or indirect nature (including any claim of consequential loss) arising out of the project, and both parties agree to indemnify each other against all such claims including any and all associated legal costs which are accrued by either party in regard to the defence of such claims.
13.1 The Company will keep all masters and original footage for a period of 12 months from the date of creation, after which they will be destroyed. If the Customer wishes the Company to keep anything beyond this time the Customer must advise the Company in writing. Although all reasonable care will be taken to prevent damage to archived footage, the Company is not responsible for any damage that may occur and bears no responsibility for losses that may be incurred.
14. Overdue accounts
14.1 For overdue accounts, the Company will charge the Customer interest on unpaid portion of the invoices at the rate of 5% per month.
15. Limitation of Warranty
15.1 To the extent permitted by law, if the Company becomes liable to the Customer in any manner whatsoever for breach of warranty or for any other reason, then the Company’s liability is limited solely to the cost of supplying the Goods and Services to the Customer again or the payment of the cost of having the Goods and Services supplied to the Customer by a third party, whichever the Company elects.
15.2 The Company does not accept any liability from the disclosure of confidential documents.
16. Customer’s Warranties
16.1 To the maximum extent permitted by law, the Customer indemnifies the Company against any breach of warranty made by the Customer in these terms and conditions of trading.
16.2 Where the Customer supplies the Company with information, designs or other material, the Customer warrants that:
(a) the Customer does not infringe any copyright, trademark or design;
(b) the Customer is not in breach of confidence, misleading or deceptive;
(c) the Customer is not defamatory or unlawful; and
(d) all statements purporting to be factual are true,
And the Customer agrees to wholly indemnify the Company in regard to any costs, claims, fees, and/ or fines associated with such a breach of the Customer.
16.3 The Customer is responsible for any statutory requirements for packaging or labelling goods.
17. Site Access
17.1 The Customer agrees to provide site access for the Company’s employees or contractors to carry out installation, removal and maintenance works.
17.2 The Customer agrees to inform the Company, ahead of time, any site specific inductions or training that may be required to undertake the works.
17.3 The Customer agrees to provide a site contact for the Company to contact for any site access requirements.
17.4 The Customer agrees to inform the Company of any changes to the site contact or their contact details.
18. System Monitoring
18.1 Unless otherwise agreed upon, the Company will monitor the Project hardware on Business Days only.
19.1 The Customer authorises the Company to use the Customers name, logo and a sample of the Project in the Company’s marketing material including social media. The Customer may elect to withdraw its permission for the use of the same, but must do so in writing.
20. Law of Agreement
20.1 The laws of the State of Victoria, Australia apply to these Term and Conditions of Trading and the Customer agrees that any dispute arising out of the project will be decided within the jurisdiction of the laws of the State of Victoria, Australia and within its Courts.
21.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
21.2 The Customer agrees that the Company holds no responsibility for changes in the law which affect the Goods supplied.
21.3 The Company may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
21.4 The Company reserves the right to review these terms and conditions at any time and from time to time. If, following any such review, there is to be any change in such terms and conditions, no changes to these terms and conditions shall be binding unless mutually agreed in writing.
22. Pro bono and Sponsorship
The Company requires that all pro bono and sponsorship projects agree to the following:
22.1. Permission to be granted to The Company for non-exclusive use of any still images, videos and company logos for their own marketing purposes including promotion via their website, social media and all other forms of media.
22.2. Provide The Company with a client testimonial and provide any project specific information required for a case study to be used at the conclusion of the project.
22.3. Provide The Company with high resolution logos and style guides where applicable for use on their website to promote the project.
22.4. Permission for The Time-lapse Company logo to appear at the end of the video.
22.5. Credit The Company where applicable in all forms of media as follows “Time-lapse video footage courtesy of The Time-lapse Company’ or similar.