Terms and Conditions
This SERVICE AGREEMENT, hereinafter referred to as the “Agreement”, is entered into this by and between:
Sabre Productions PTY LTD, hereinafter referred to as “Agency”; -and- The client, hereinafter referred to as the “Customer.” Collective, the Agency and the Customer are referred to as “Parties.”
The Parties agree to the following recitals: Whereas, the Agency is in full legal capacity as a company specialising in the field of Photography & Videography.
Whereas, the Agency affirms that it has the required experience and ability to provide the Customer with the Services; Whereas, the Agency agrees to be so engaged and to provide the Customer the Services, all subject to the terms and conditions contained herein;
Whereas, the parties desire to express in writing their mutual understanding and agreements with respect to this engagement; and, now, therefore, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. GENERAL ACQUIESCENCE
In addition to the Terms of Service (TOS) found on the Agency’s website, the Customer hereby concurs, agrees and acquiesces to the provisions of this
Service Agreement. In case the undertakes a revised version of the TOS, the Customer furthermore agrees to visit the Agency’s website from time to time and undertake a due diligence review in order to be apprised of these revisions.
This Agreement may only be modified in writing and signed by both parties hereto. Electronically scanned or digital signatures shall be deemed originals for all purposes of this agreement.
2. TERM OF SERVICE
The minimum term of any of our contracted services is a period of 6 months and will continue thereafter on a month-to-month basis, until the Agreement is terminated by the Customer providing thirty (30) days written notice.
3. SCOPE OF WORK
The scope of work outlined in the attached proposal is our preliminary agreed upon scope which is subject to change based on future agency recommendations. Any changes to the scope will be provided in writing for consideration and acceptance by the Customer.
Specific timeframes of deliverables will be provided to customer but are subject to change in the occurrence of unforeseeable events or circumstances beyond the agency’s control.
The Customer may avail from the Agency for consultation on the nature, timing and extent of these services either via email, over the telephone, in person, or at Customer’s office.
The Services that Sabre Productions provide to you, and any specific terms, may include some or all the following –
Sabre Productions retains ownership of all campaigns, advertising accounts and working files. Upon termination of services customer access to these accounts, campaigns and services will be removed.
It is the responsibility of the Customer to inform Sabre Productions of removed or relocated web content that may adversely affect the advertisements’ ability to deliver appropriate content to visitors. Sabre Productions will not be held liable for any clicks delivered to removed or relocated web content, such as those resulting in an HTTP 404 error response code.
5. VIDEO PRODUCTION
Sabre Productions reserves the right to withhold all recordings and finished works and use all or portions of the recordings and finished works for display, promotional or commercial purposes.
Copyright in all video, images, audio, lyrics or musical composition included or recorded in the edited video or recorded by equipment used by the Agency will remain the property of the author or legal entity owning the copyright.
Sabre Productions will provide one ‘draft copy’ of an initial edited video file. The customer must notify Sabre Productions of all proposed changes in writing within five (5) business days. Once the proposed changes have been made, Sabre Productions will provide the customer with a final draft copy which is to be used solely for the purpose of verifying the proposed changes have been made. No new changes may be requested unless the customer purchases another variation, and this will be charged at the current professional hourly rate. The customer acknowledges that some changes may not be possible.
The raw footage, video files, audio files and edited video files including all copyrights remain the property of Sabre Productions until full payment has been made for the services. The Customer may purchase raw footage in viewable format for an additional fee.
Whilst all reasonable care and preparation is taken for videography and editing, Sabre Productions will not be liable for any compensation except for return of any deposit paid, should a failure occur in all or any of the electronic equipment used or due to illness of the operators or person(s) employed or engaged by the Agency or because of an unforeseen event or any dispute regarding the ownership of recorded materials.
Unless the invoice stipulates a different time for payment, the Customer agrees to pay the price and any other moneys payable to the Agency.
The Customer will pay a 50% deposit at the time of accepting the quotation and the remaining 50% due prior to the delivery of the final draft. Sabre Productions will not hand over the final video/s until the agreed fee is paid in full.
For the Project, we are permitted in our discretion to engage appropriately skilled independent subcontractors, freelancers or other third parties to perform some or all the services.
Sabre Productions may at any time, in the Agencies absolute discretion and without the Customer’s consent or approval, subcontract any part or all the services, on such terms and conditions as the Agency may determine.
To the extent that all or any part of the Services has been subcontracted to a subcontractor, Sabre Productions will not be liable to the Customer for the acts, defaults, and negligence of any subcontractor, and for the avoidance of doubt, such acts, defaults and negligence are not deemed or taken to be Sabre Productions actions, defaults or negligence.
For undertaking the engagement and for other good and valuable consideration, including but not limited to, the substantial benefit the Customer will derive from the Agency’s services, the Customer agrees to compensate the Agency a professional fee as set out in the attached quote per month payable in the following manner:
Ongoing Ad Spend: For scaling sales volume and accounts that are spending more than $5,000.00 per month on Ad Spend plus our Monthly Management fees for Facebook Ads or 20% of Ad Spend whichever is greater.
Any additional work carried out outside of the Scope of Work provided to the Customer will be charged at an additional fee at our current Agency hourly rate. The Agency shall notify the Customer of such situations or charges before commencing work.
All prices quoted are in AUD.
Late payments or failure of payments will result in immediate cessation of all work carried out by the Agency. All work remains the sole right of the Agency until payment is made.
All fees due to be paid to the Agency are payable prior to commencement of service unless otherwise stated. Commencement is scheduled to start after the initial monthly payment has been received.
By availing of the Agency’s payment plan, both parties agree to the terms of service.
8. REFUND/ CANCELLATION STIPULATION
All payments shall be non-refundable and non-assessable.
9. NO GUARANTEES PROVIDED
The Customer agrees that the Agency shall not be held liable for results outside of its control – such as the quality of leads or sales made by the Customers team.
10. PAYMENT SCHEME
The Customer agrees to settle the Agency’s professional fee in Australian Dollars either through the Agency’s merchant account, Stripe, Xero, or a Bank Transfer.
Payment processing services for the client for Sabre Productions are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”).
By agreeing to these terms and conditions you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time.
As a condition of Sabre Productions enabling payment processing services through Stripe, you agree to provide Sabre Productions accurate and complete information about you and your business, and you authorize the use of the payment processing services provided by Stripe.
Both parties mutually agree that certain confidential information may be exchanged during the course of this engagement. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree not to disclose the following.
1. Technical materials, models and relevant technical articles, technical reports owned by either party;
2. Sales materials, including but not limited to all quality management methods, pricing methods, sales methods and customers’ materials;
3. All the intellectual property rights (including those exclusively owned by either party, whether owned now or developed in the future); and,
4. Any other information that either party claims as confidential.
The Customer agrees that the Agency may, from time to time, share testimonials and results achieved as a result of service provided for marketing purposes. The Customer can request that personal and brand information be omitted from case studies and testimonials.
12. LIMITATION OF LIABILITY
The Agency excludes all liability in respect of loss of data, interruption of business or any consequential or incidental damages or loss. To the full extent permitted by law, the Agency excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement or the Proposal. If failure to supply is caused by matters beyond the Agencies reasonable control including (without limitation) acts of God, acts of any government, war or other hostility, national or international disaster, the elements, explosion, power failure, equipment failure, strikes, lockouts, inability to obtain necessary supplies and any other force majeure occurrence. This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations.
Each party warrants that: the execution and delivery of this Agreement has been properly authorised; it has full corporate power to execute, deliver and perform its obligations under this Agreement.
This Agreement constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms by appropriate legal remedy; other than in relation to material included in the Services by the Customer or any third party from time to time, any use of the Services by the Customer in accordance with this Agreement will not infringe the right of any party and will not breach any applicable law.
In addition, the Customer warrants that any material which the Customer causes to be published, displayed or contained with the provided Services will not contain any illegal or unethical material and the copyright for all, text, images and materials used is owned by the Customer.
No party may assign or otherwise deal in any way with its rights under this Agreement without the prior written consent of the other party.
If a provision is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
16. ENTIRE AGREEMENT
This Agreement and the Proposal together form the entire agreement between the parties about its subject matter and supersedes all other discussions, negotiations, representations, arrangements, warranties or agreements.
This Agreement may only be amended or varied in writing signed by all the parties.
Any rights under this Agreement may not be waived or varied except in writing signed by the party to be bound.
Unless otherwise expressly stated in the Contract, no waiver or relaxation in whole or in part of any of the terms and conditions of the Agreement will be binding on the Agency unless in writing and signed.
The laws of Queensland govern this Agreement and each party submits to the exclusive jurisdiction of the courts of Queensland.
The Customer must provide a 30-day notice to the Agency to terminate the contract prior to the agreed upon term. If you wish to terminate the contract prior to the end of the minimum term, then the remaining amounts due for the remainder of the minimum period must be paid immediately in full for termination of the contract.
Should the Customer wish to suspend our services after the initial contract period, it must be cancelled by notifying us in writing at least thirty (30) business days before the end of the current monthly billing cycle, otherwise this agreement will continue from month to month. Notice for intent to cancel your service/s with Sabre Productions must be written via email, basecamp or other valid approved means. No refund or credit for other Services will be provided for any (reason unless agreed in writing on a case to case basis).
Any works that have been completed and delivered in full must be paid out in full for the termination of the contract to proceed.
The Agency has the right to immediately terminate the contract without notice, at which time the Customer is required to pay the already completed works upfront and in full.
Non transferability: The rights and obligations under this Agreement are personal to the Customer. The Customer may not assign or transfer any rights or obligations under this Agreement.
Indemnification: The Customer will, at their own expense, defend, indemnify, and hold the Agency, its agents, and employees harmless from any and all claims, actions, liabilities, injuries, damages, losses, grants, demands, costs, and expenses, including attorney fees, arising out of or in connection with the services including but not limited to the sale of any product or service via the Customers website or with any use of the Program(s) of this Agreement.
Integration: This Agreement, along with any additional terms or policies incorporated herein by reference, represents the entire Agreement between the Customer and Consultant concerning the Program.
Covenant Not to Divert: During the term of this agreement and for a period of one (1) year thereafter, the parties will not directly or indirectly solicit, induce, attempt to induce, or endeavour to entice away any employee of the other party, whether for their own account or for the account of a third party.