This Agreement is between SponsoredLinX (‘SponsoredLinX’) and the
Client. These Terms of Trade (‘Terms’) apply to every order for products and services the Client places with SponsoredLinX except where SponsoredLinX agrees in writing signed by an authorised officer of SponsoredLinX that all or part of these Terms do not apply.
These terms prevail over any written terms and conditions of the Client (if any) and where there are inconsistencies between these Terms and the terms contained in any order these Terms prevail unless accepted in writing.
These Terms do not create an obligation on or a promise by SponsoredLinX to supply products or services. On the receipt of these Terms and either the placement of any order or the payment of the deposit constitutes full acceptance of the Client to these Terms.
(a) Nothing in these Terms creates any relationship of employment, agency or partnership between the Client and SponsoredLinX .
(b) In these Terms, ‘products’ means all video supplied by SponsoredLinX to the Client or a third party nominated by the Client, and ‘services’ means all services supplied by SponsoredLinX to the Client or a third party nominated by the Client.
(a) Where the Client submits an order for products or services (Master Video), SponsoredLinX shall not be deemed to have accepted such orders unless it does so in writing or otherwise commences performance of the order.
(b) Formal acceptance and confirmation of the Master Video order will include time frames, property addresses, payment requirements, and any additional special conditions to the Terms between the parties.
(c) The order may be received by email but where an order is received by telephone SponsoredLinX will confirm the details of the order in writing. If the Client does not respond within 5 days of the order confirmation the Client is deemed to accept the written confirmation by SponsoredLinX .
- Payment Terms
(a) A non-refundable deposit of 50% of the fee is required on the placement of the order for the Master Video. The 50% balance of the fee must be paid prior to the delivery of the final Master Video.
(b) Any amounts outstanding after 28 days will incur interest and the Client will be liable for all collection and solicitor’s fees.
(c) Payment can be made by EFT or cheque to SponsoredLinX .
(d) SponsoredLinX reserves the right not to release the Master Video, and its files, exports or DVDs until payment has been cleared into the nominated bank account.
(a) Quotations for the Master Video are inclusive of all pre-production, production and post-production processes, including the following:
(i) Planning and strategies, obtaining client specifications
(ii) Script writing
(iii) Story board
(iv) Filming and creation
(v) Editing and reviewing
(viii) Motion graphics
(x) All reasonable travel and accommodation expenses (if required)
(b) All quotes given by SponsoredLinX will be valid for 14 days from the date of the quote.
(c) All quotes are based on industry standards and in the event that SponsoredLinX produces the Master Video in less time than is originally quoted, the Client is not entitled to a discount or refund of the original quoted sum.
(d) If the Client’s final specifications change from the original specifications made for the quotation SponsoredLinX reserves the right to vary the quoted cost.
(e) Additional production minutes for the Master Video that are in addition to any quoted work and prices will incur a charge of $700 excluding GST per minute.
(f) All quotes provided will change if start and finish times are amended by the Client.
(g) All editing of the Master Video will be done solely by SponsoredLinX and any changes required by the Client will be done only by email.
All amounts quoted by SponsoredLinX are GST exclusive unless otherwise stated.
The Client will be liable to pay GST in addition to the amount quoted where a taxable supply is made by SponsoredLinX .
- Amendments to Master Video Specifications
(a) Clients are permitted two rounds of amendments to the Master Video.
(b) After the second round of amendments, any additional changes to the Master Video incur an additional cost of $550.00 excluding GST per round of amendments.
- Provision of Production Information
(a) The Client may incur an additional cost should images or additional design components be used during the production of the Master Video, unless the information is provided from the Clients’ own library.
(b) Where requested by SponsoredLinX , the Client must provide to SponsoredLinX :
(i) The briefs of production and Master Video requirements in writing;
(ii) Details and or copies of all music, logos, photographs or other graphics to be included in the Master Video; and
(iii) Access to the site of production where reasonably required by SponsoredLinX.
(c) The Client is responsible for securing permission of production locations to set up video equipment and record video.
(d) The Client warrants that all information provided to SponsoredLinX is accurate and up-to-date, and SponsoredLinX may rely on this information in carrying out the services.
- Turnaround Times
(a) SponsoredLinX reserves the right to withhold starting on production if the deposit is not paid before any scripting, conception, editing and authoring is scheduled to start, and will not be liable for missing a deadline as a result of the failure to pay the deposit.
(b) Where quoted by SponsoredLinX , turnaround times are normal target times only and SponsoredLinX accepts no liability for failure to meet these times. SponsoredLinX will use reasonable endeavours to meet deadlines.
(c) SponsoredLinX ’s general estimate of the timeline to produce a Master Video is:
(i) Approximately seven (7) to 10 days to finalise the script, record the voice-over and select video soundtracks; then
(ii) Approximately 14 to 21 days to produce the video depending on the complexity of illustrations and action on screen.
(d) Should the Client require a quicker turnaround time, they must make a request in writing at the time the order is made. The Client accepts that this may result in additional fees. SponsoredLinX cannot guarantee that they will be able to provide the Master Video in a quicker turnaround time and accepts no liability for failure to meet these times. SponsoredLinX will use reasonable endeavours to meet deadlines.
Bank Account Details for SponsoredLinX
Account Name: BJB Global Pty Ltd
Account No: 14200380
Please use your invoice number as reference. 50% non-refundable payment prior to
commencement of work is required via EFT, or via cheque payable to SponsoredLinX .
The final 50% payment will be required prior to the delivery of the final work.
- Uncollected Work
If any items of work including footage, audio and original files belonging to a Client are not collected after six (6) months of the requested work being commenced, SponsoredLinX reserves the right to dispose of such material.
- ADSL / ISNE / Email Transmission
(a) SponsoredLinX will not accept responsibility for loss of earnings to the Client for un-transmissible ADSL / ISNE / Email transmission data.
(b) It is solely the responsibility of the Client to ensure the receiving end of the ADSL / ISDN / Email data for the Master Video.
(c) It is the responsibility of the Client to ensure the correct ADSL / ISDN Email address is given to SponsoredLinX .
- Copyright, Moral Rights and Consents
(a) Copyright and ownership of all original and draft designs, artwork, graphics, video and Intellectual Property other than the final Master Video produced by SponsoredLinX remains the property of SponsoredLinX , unless otherwise stated or agreed in writing. Full copyright of the final work and Master Video passes to the Client only when all accounts have been settled in full.
(b) Master Video drafts may NOT be used for ANY other purpose other than viewing. They may NOT be copied, edited or distributed to ANY other person or company, other than those directly in negotiation with SponsoredLinX WITHOUT prior permission from SponsoredLinX .
(c) Video, artwork, information and other Intellectual Property supplied by SponsoredLinX MAY NOT be used for any other purpose than the original application, i.e. website, the Client’s business’ social media accounts, etc, and may not be used for any other project, in part or in full, at any other time.
(d) SponsoredLinX claims no copyright in material submitted for the purpose of fulfilling the Client’s instruction.
(e) The Client warrants that the Client owns or controls all rights, and has obtained all Copyright, or has permissions, consents and waivers that as are now and hereafter required for all editing,
copying, processing, duplication and manipulation to be undertaken by SponsoredLinX , especially with relation to the materials outlined in 8(b)(i)-(iii).
(f) The Client also warrants that no copyright or moral rights will be infringed by SponsoredLinX carrying out the requested work.
(g) Clients must obtain the consent of any adult or, in the case of children, from the guardian or parent of the child, for the use, reproduction and/or use of any footage or photograph featuring that person. SponsoredLinX cannot be held liable for any infringement of privacy, or any damages arising from the use of such footage or photographs.
(h) The Client will not edit, manipulate or change the product supplied by SponsoredLinX in anyway including: use of additional footage, colour grading, editing or adding titles or additional effects without written and signed consent from a director at SponsoredLinX.
(a) Nothing in these Terms limit, exclude or modify or purports to limit, exclude or modify the statutory consumer guarantees as provided under the Competition and Consumer Act 2010 (Cth), as well as any other implied warranties which are precluded from exclusion or modification and this Clause is only intended to limit SponsoredLinX ’s liability where the law allows.
(b) Where permitted by law:
(i) The liability of SponsoredLinX will be limited to the cost of the Master Video.
(ii) SponsoredLinX (including its related entities, respective officers, employees and agents) excludes all liability (including negligence), for any personal injury or any loss or damage
(including loss of opportunity); whether direct, indirect, special or consequential, arising in any way out of the Master Video and without limiting the generality of the foregoing.
(iii) SponsoredLinX is not subject to, and the Client releases SponsoredLinX from, any liability (including but not limited to consequential loss or damage) because of, inter alia: any delay in delivery or fault or defect in the Master Video; negligent act or omission; improper use of Master Video, operation, storage or handling of Master Video by the Client other than accordance with any written instructions supplied with Master Video.
(iv) SponsoredLinX will not be liable for any loss or damage to the Client or any other party including loss of income.
(v) SponsoredLinX will not be liable for the cost of reediting the material contained in the Master Video.
- Promotion of SponsoredLinX
The Client acknowledges that SponsoredLinX has the right to use raw and/or master footage obtained in the provision of services for promotional purposes on the SponsoredLinX website and social media pages including but not limited to Facebook, Twitter, Google+, LinkedIn, Vimeo, YouTube and Pinterest.
- Non-Solicitation of Personnel and Contractors
The Client agrees and understands that it will not directly or indirectly or through any interposed entity, approach, canvass, have dealings with, solicit, interfere with, or entice away from the Principal or any of its related entities any person or organisation who is, or was in the last 12 months preceding the fulfillment date and/or termination date of these Terms, a servant, contractor, subcontractor, agent, partner, director or officer of the Principal or any of its related entities.
- Dispute Resolution
(a) The Client must notify SponsoredLinX of any disputes by email prior to the due date of payment for Master Video. The Client will not withhold payment of an outstanding amount that does not relate to the dispute.
(b) In the event of a dispute arising out of these Terms or any contract, both parties must exercise reasonable endeavours to resolve the dispute including by way of mediation where appropriate.
- Breach or Default Event
(a) If the Client is in breach of any of these Terms, the Client agrees that it will be responsible for all of the expenses incurred by SponsoredLinX in enforcing its rights including recovering monies owed.
(b) If a default event occurs SponsoredLinX may withhold further provision of products and/or services, and all amounts outstanding to SponsoredLinX by the Client, even if not otherwise due for payment, will become immediately payable.
(c) A default event will occur if:
(i) If in the sole opinion of SponsoredLinX , there is a material risk that the Client is, or will be, unable to pay amounts owing to SponsoredLinX or perform any other obligation under these Terms and SponsoredLinX gives notice in writing to the Client of its opinion;
(ii) the Client defaults in paying any sums due to SponsoredLinX ;
(iii) the Client is an individual and becomes insolvent, bankrupt, commits any act of bankruptcy, compounds with or enters into any compromise or arrangement with its creditors;
(iv) the Client is a company and has a provisional liquidator, liquidator, receiver, receiver and manager or official manager, trustee for creditors or in bankruptcy, voluntary administrator or
analogous person appointed to it or its property;
(v) the Client has judgment entered against it in any court and SponsoredLinX gives notice in writing to the Client that, in its sole discretion, SponsoredLinX considers it to be a default event; or
(vi) a secured creditor seizes or takes possession of any collateral in the possession of the Client and SponsoredLinX gives notice in writing to the Client that, in its sole discretion, SponsoredLinX considers it to be a default event.
- Right to Set-Off
(a) SponsoredLinX may appropriate any payment received from the Client towards the satisfaction of any part of any debt owing or which may become owing by the Client or its related entity following a default event.
(b) SponsoredLinX may deduct from amounts otherwise payable to the Client any amount, which is owed or may become owing by the Client under any other supply or distribution agreement entered into with the Client, or any claim, which SponsoredLinX reasonably considers it, has against the Client.
(c) Where the Client is a trustee, the Client acknowledges that the right of set-off contemplated by this clause binds it as trustee personally.
(d) The Client expressly warrants that it has the authority to bind its related entities for the purposes of this set-off clause and agrees that this clause may be relied upon as acquiescence of such authority in making any claim of set-off against a party and/or any member of a group company.
- Force Majeure
SponsoredLinX shall not be in default or be liable for failure to observe or perform in accordance with these Terms for any reason or cause which is outside of the reasonable control of SponsoredLinX , including without limitation, war, insurrection, riot, civil commotion, strikes, lockouts, industrial disputes, acts of god, act of governments, flood, storm, tempest, power shortages or power failure, or an inability to obtain sufficient labour, raw materials, fuel or utilities.
These terms may be changed, amended or altered in part, or in full, without warning by SponsoredLinX . It is the responsibility of the Client, and his/her staff, to read and understand these Terms.
(a) The Client must not assign any rights or benefits under these Terms unless it has obtained the prior written consent of SponsoredLinX , with such consent at the absolute discretion of SponsoredLinX .
(b) All communications from the Client to SponsoredLinX must be made in writing, including correspondence by email.
(c) SponsoredLinX is entitled to rely on orders made by any employee, agent or contractor of the Client. Such orders shall be deemed to have been made with the authority of the Client and will be binding.
(d) SponsoredLinX reserves the right to correct any errors or omissions of any kind in its offers, quotations, order confirmations or invoices, and the correction will be binding on SponsoredLinX and the Client.
(e) These Terms are governed by the laws of Brisbane, Australia and each party irrevocably submits to the non-exclusive jurisdiction of the courts of Brisbane.
(f) If any of these Terms are determined invalid, unlawful or unenforceable in whole or in part, such term shall be severed and the remaining terms shall continue to operate to the fullest extent permitted by law.
(g) These Terms, the quotation, any special conditions and any alterations made in writing by SponsoredLinX constitute the entire agreement between the parties in relation to the supply of products or services, and supersedes all previous agreements or understandings between the parties including any inconsistent terms in any order.
(h) SponsoredLinX may, without your consent, subcontract to any party the performance of all or any of SponsoredLinX ’s obligations under this Agreement, provided that SponsoredLinX remains primarily liable for the performance of those obligations.