BACKGROUND

1. These terms & conditions are for the consideration of clients (hereafter referred to as “the client”) of Publishd PTY LTD ABN: 78 676 598 020 (hereafter referred to as “the Contractor”)

2. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement

   IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

SERVICES PROVIDED

1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):

2. Assign, brief, and manage necessary sub-contractors to produce and deliver Photographic Works that fit to a brief from the client. 

3. The Contractor, its employees or it's subcontractors will edit a selection of photographs from each assignment using normal post production methods including, culling, colour correcting and minor retouching at their discretion, which will then be delivered to the client digitally.

4. If the client requires further post-production work it can be done at a rate starting at $200+gst per hour where agreed upon by all parties. If post-production work is required beyond the scope of this clause, the Contractor can engage with a retoucher to complete the required work at a rate to be discussed between the Contractor and Client each time.

5. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

   TERM OF AGREEMENT

6. The term of this Agreement (the "Term") will begin on the date of the quote supplied by the Contractor and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

7. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 10 days' notice to the other Party by email.

8. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

9. This Agreement may be terminated at any time by mutual agreement of the Parties.

10. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

    PERFORMANCE

11. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

    CURRENCY

12. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars).

    PAYMENT

13. The Contractor will charge the Client for the Services as follows (the "Payment"):

14. The Client and Contractor will agree to a rate before the commencement of each assignment.

15. A new client may be required to pay an upfront deposit of 40% of the total agreed payment fee (+gst), with the remainder being payable on net 30 terms upon receipt of an invoice by the company after delivery of the final works. The deposit may be waived on the discretion of the Contractor, in which case the below terms will apply.

16. Returning clients will be required to pay 100% of the fee on net 30 terms upon receipt of an invoice by the company after delivery of the completed works. Favourable rates can be negotiated for clients that wish to pay on quicker terms.

17. Invoices submitted by the Contractor to the Client are due within 30 days of receipt.

18. The Contractor is responsible for paying any Superannuation Guarantee contributions that may be required in relation to the work performed by the Contractor or by employees of the Contractor under this Agreement.

    REIMBURSEMENT OF EXPENSES

19. The Contractor may be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services: Such as but not limited to; Parking costs, Travel Costs, Hotel Accomodation and meals (for assignments that require overnight stays away from home).

20. All expenses must be pre-approved by the Client.

    INTEREST ON LATE PAYMENTS

21. Interest payable on any overdue amounts under this Agreement is charged at a rate of 10.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

    CONFIDENTIALITY

22. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

23. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

24. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

    OWNERSHIP OF INTELLECTUAL PROPERTY AND COPYRIGHT

25. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use licence of this Intellectual Property detailed below.

26. All works delivered by the Contractor to the Client will be granted a limited non-exclusive worldwide license for digital and print usage for two (2) years from the invoice issue date (An additional agreement must be reached with the Contractor before the works are used for a different purpose or after the licence to use has expired.).

27. This license grants the client the right to distribute and reproduce the Works for Press/PR/Communications purposes including use on company websites, properties or products.

28. This license does not grant use for book/audiobook/podcast/tv/film covers/posters/OOH or DOOH advertising/or to sell the works without prior approval from the contractor. without an additional license agreement between both parties.

29. The Contractor and its sub-contractors will at all times retain their respective copyright.

30. The Contractor retains the right to distribute, syndicate and sub-license the works for media use, however, the contractor agrees to only to exercise this when the Client agrees, either verbally or in-writing.

31. Reproduction rights are not issued exclusively to the Client except when requested by the client before an assignment.

32. Reproduction rights granted are personal to the Client and may not be assigned, nor may any image submitted to the Client be loaned or transferred to third parties save for the purpose of the exercise by the Client of such reproduction rights.

33. Any reproduction rights granted are by way of license and no partial or other assignment of copyright shall be implied.

34. The Contractor reserves the right to refuse to supply or grant a reproduction licence to a third party when requested to do so by the Client.

    RETURN OF PROPERTY

35. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

    CAPACITY/INDEPENDENT CONTRACTOR

36. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

    RIGHT OF SUBSTITUTION

37. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

38. In the event that the Contractor hires a sub-contractor:

39. the Contractor will pay the sub-contractor for its services and the Payment will remain payable by the Client to the Contractor.

40. for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

    EQUIPMENT

41. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

    NO EXCLUSIVITY

42. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

    INDEMNIFICATION

43. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

    ADDITIONAL CLAUSES

44. The Contractor and its employees and subcontractors will not be responsible for acquiring any permissions or licenses required to commence or complete an assignment, except where pre agreed by both parties in advance. The Client agrees to disclose any foreseeable obstacles to completing a requested assignment to the Contractor in as much time as possible.

45. The Contractor reserves the right to refuse to complete an assignment where it is deemed unsafe, immoral, illegal or far beyond the agreed scope of work to do so.

46. During the term of this Agreement and for a one (1) year term thereafter, the client shall not solicit or encourage any employee, vendor, independent contractor or sub-contractor, or client of Publishd PTY LTD to leave, alter or terminate their relationship with the client for any reason.

    CANCELLATION OR RESCHEDULING

47. The client may cancel any booked assignment or service provided they do so in writing at least seven (7) days before the photo shoot. The client will not need to pay any quoted fees, unless part of the quote included pre-production or non-refundable deposits in which case these elements will remain payable, unless the client offers to reschedule the photoshoot for a date agreeable by both parties, in which case the original fee will remain.

48. If the client cancels within seven (7) days of the booked photo shoot time, 25% of the full quoted fee will be owed, unless the client offers to reschedule the photoshoot for a date agreeable by both parties, in which case the original fee will remain.

49. If the client cancels within 48 hours of the booked photo shoot time, 100% of the full quoted fee will be owed, unless the client offers to reschedule the photoshoot for a date agreeable by both parties, in which case the original fee will remain.

50. The Contractor retains the right to waive any cancellation fees at their sole discretion.

    MODIFICATION OF AGREEMENT

51. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

    TIME OF THE ESSENCE

52. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

    ASSIGNMENT

53. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

    ENTIRE AGREEMENT

54. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

    ENUREMENT

55. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

    TITLES/HEADINGS

56. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

    GENDER

57. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

    GOVERNING LAW

58. This Agreement will be governed by and construed in accordance with the laws of the State of New South Wales.

    SEVERABILITY

59. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

    WAIVER

60. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

If you have any queries or concerns about any of the listed Terms, please contact james@publishd.com.au as soon as possible before agreeing to the quote.