terms.

DEFINITIONS

1. The Company means L MAKIN & D.B MURTAGH ABN 36 562 474 074 T/A DLMA Production and/or representatives of DLMA Production.

2. The Client means the person and/or organisation receiving these Terms and Conditions.

3. Goods means all Goods supplied by the Company to the Client as described on the quote, invoice or any other forms as provided by The Company to The Client.

4. Services and Deliverables means all Services and related deliverables supplied by The Company to the Client including any advice, recommendations, consultation, or drawings.

5. Project means the collective work being undertaken by the Company for the Client.

6. Force Majeure means where the performance of either party’s obligations hereunder is delayed or becomes impossible for any reason beyond its reasonable control (including but not limited to war, invasion, act of foreign enemy, hostilities whether war be declared or not, civil war or strife, rebellion, strikes, pandemic, lock-outs or other industrial disputes or act of God).

PROVISION OF SERVICES

7. These Terms and Conditions govern the provision of Project Management and Consultancy Services by the Company in the theatre, arts, and events industry. By engaging the Company, the Client agrees to be bound by these Terms and Conditions, which form a legally binding contract.

8. The Company provides Project Management and Consultancy Services as outlined in the Agreement. Services and deliverables are tailored to the specific needs of each project within the theatre, arts, and events areas.

9. The Company holds all necessary licenses, training and expertise to perform its Services and Deliverables.  All applicable industry codes and standards will be adhered to by The Company.

10. The Company and all Company employees and subcontractors are qualified, licensed (where applicable), and experienced to properly perform all Services and Deliverables set out in the Contract of Works with the Client.

The Company will not be required to deliver Services and Deliverables not expressly described in the Contract of Works.

CLIENT RESPONSIBILITIES

The Client must:

11. outline the expected Services and Deliverables to the Company with clear instructions;

12. provide appropriate facilities to enable the Company to fulfil the Services and Deliverables;

13. agree that the Client is responsible for obtaining all necessary assignments of Intellectual Property rights, copyright, as well as all clearances, licences and consents required by any Third Party to allow the Company to deliver the Services and Deliverables agreed upon in the Contract of Works.

QUOTATIONS, PAYMENTS and FEES

14. Any quotation supplied by the Company will be valid for thirty (30) days unless otherwise specified.

15. Upon expiration of that 30 day period, should the Client wish to proceed with engaging the Company, a new quotation will need to be issued prior to the Company undertaking any Services.

16. Should the Company decide as such, a deposit will be required prior to the commencement of any Service.

17. Fees for Services will be detailed in the individual contract or proposal provided to the Client. 

18. Payment terms are net thirty (30) days from the date of invoice, unless otherwise specified.

19. The Client agrees to pay the Company the Fees and Disbursements in accordance with this Agreement.

20. If any payment is not received in accordance with this Agreement, the Company reserves the right to:

a.  charge interest on the unpaid balance at a rate of 1% per day until the full balance of the invoice is paid; and

b. exercise a lien against any of the Services and Deliverables; and

c. suspend working on the Services and Deliverables until such time that all outstanding payments are paid.

TRAVEL

21. Where you expressly require the Company employees, and/or representatives to attend a location further than 50 kilometres from the Company’s normal business premises (Kettering, Tasmania), you agree to pay all of the Company’s reasonable travel and accommodation expenses, together with any reasonable per diems, for each employee as follows:

a. single room accommodation in a modern hotel or serviced apartment with private facilities and a minimum of 4 star or equivalent;

b. for any flight less than four (4) hours – economy class seating;

c. for any flight of more than four (4) hours – business class seating;

d. ground transportation costs; and

e. per diems of AUD$75 (seventy five Australian Dollars) or equivalent in local currency for each day a DLMA Production employee is further than 50 kilometres from their normal business premises,or as otherwise agreed upon by both The Client and the Company..

INTELLECTUAL PROPERTY

22. All intellectual property rights in any work produced as part of the Services provided remain the property of the Company.Intellectual Property means all products, results and proceeds of works made, created and/or developed including but not limited to, graphic design work, website design, flow charts, algorithms, applications, software, sound recordings, photographs, product design, literary work, artwork, look and feel, manufacturing process, business methodologies or other invention or work of creative authorship, including without limitation all copyrights, trademarks, service marks, trade dress, trade secrets, moral rights, contractual rights of non-disclosure, design and patent rights or other proprietary rights throughout the world.

TRADEMARKS

23. The Client must not use the Company’s trademark without prior consent from the Company. Should consent be granted for the use of the Company’s trademark, the Client will receive a non-exclusive, non-transferable, non-sublicensable, royalty-free, irrevocable licence solely on the conditions set out in this clause to use the trademark during the Contract of Works period.

CREDIT and BILLING

24. The Client shall use all reasonable endeavours to establish a credit or acknowledgement to the Company in any and all physical and electronic advertising and other means of promoting the Project on those terms as mutually agreed upon by the Client and the Company. Unless otherwise agreed, the Client shall have non-exclusive right to use any approved biographical material and approved DLMA Production logos and photographs for the purpose of establishing such credit or acknowledgement as aforesaid.

LIABILITY

25. The Deliverables, including without limitation, all materials and fittings incorporate in the Deliverables are (except as expressly stated by the Company) provided as they are and as available for your use (where applicable), without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

26. Once the Client has indicated acceptance in relations to the Services and Deliverables, the Company makes no warranty that the Services and Deliverables will meet your requirements.

27. The Company assumes no liability or responsibility for any use, non-use, or misuse of the Deliverables (including without limitation all materials and fittings incorporated in the Deliverables) in any manner other than as contemplated by this Agreement.

28. Should the Deliverables by modified, altered, moved, or otherwise changed by any party other than the Company after the Deliverables have been delivered, fixed and/or installed by the Company, the Client acknowledges and agrees that the Company shall not be liable to the Client or any third party, in any manner whatsoever in relation to any cost, expense, or damage directly or indirectly incurred in relation to the Deliverables.

29. To the maximum extent permitted by law, the Company excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement.

30. If any legislation operates to prohibit or restrict the exclusion, restriction or modification of any implied warranties, conditions or obligations, then to the maximum extent permitted by law, the Company limits its liability in respect of any such claim to, at its option:

   a. in the case of Services:

  i. the supply of the Services again; or

  ii. the payments of the cost of having the Services supplied again.

   b. in the case of Goods:

  i. the replacement of the goods or the supply of equivalent goods;

  ii. the repair of the Goods;

  iii. the payment of the cost of repairing the Goods, or replacing the Good or of acquiring equivalent Goods.

INDEMNITY

31. The Client agrees to fully indemnify and hold the Company and its subsidiaries, Related Bodies Corporate, directors, officers, employees, contractors, agents, and licensors harmless from any loss, damage, proceeding and cost (including all reasonable legal costs), whether in contract, tort, under statute or otherwise, directly or indirectly as a result of the Client’s use or misuse or non-use of or in connection with the Services and Deliverables, the Client’s breach of any provision or warranty of this Agreement or the Client’s violation of any applicable law or the rights of any third party.

INSURANCE

32. The Client must at all times maintain adequate policies of insurance as follows:

   a. Professional indemnity insurance, except where the Client and the Client’s representatives are covered by the Company’s policy of insurance;

   b. Workers compensation insurance to the extent required by law;

   c. Public and product liability insurance except where the Client and the Client’s representatives are covered by the Company’s policy of insurance;      and

   d. Any other policy required by the Company from time to time. The Company may direct you as to what is ‘’adequate’’ for the purposes of this                  sub-clause.

33. The Client must provide certificates of currency in respect of the insurances required under the Insurance clause at any time upon request by the Company.

TAXES

34.  Fees are exclusive of Goods and Services Tax (GST). Subject to the Company providing you with a tax invoice for the appropriate amount which complies with A New Tax System (Goods and Services) Act 1999, the Client agrees to pay an additional amount of GST if and to the extent the Fee is considered a taxable supply for which the Company must account for GST.

35.  Should the Client be required by law to pay withholding tax from any payment due hereunder to the Company, the Client shall be entitled to deduct such withholding tax from the Fees payable to the Company, provided that within thirty (30) days of payment by the Client to the relevant tax authority, the Client shall so advise the Company and shall provide the Company with an original receipt (or other documentation as necessary) evidencing payment of such withholding tax, and such assistance as the Company may reasonably required for the Company to claim a tax credit for such amount. The parties shall cooperate in good faith and use reasonable efforts to minimise the withholding tax due and obtain benefits under applicable tax treaties without undue delay (including the submission by the Company of the relevant tax form to the relevant tax authority, as applicable).

CONFIDENTIALITY

36. Both parties agree to keep all information related to the Services and Projects confidential, unless required by law to disclose information.

CANCELLATION and TERMINATION 

37. Either party may terminate the agreement with written notice. 

38. Should the Client terminate the contract with the Company after the contract has been accepted, the Client agrees that they may be held liable for any costs incurred by the Company in relation to the delivery of contracted Services.

39. Should the Client terminate the contract with the Company after the contract has been accepted, the Client agrees to reimburse any and all costs for travel that has been booked by the Company for the express purpose of delivering the project, irrespective of whether the Company was initially required to incur the cost

40. Should the Client terminate the contract with the Company after the contract has been accepted, the Client agrees to cover the prescribed fees for two weeks of the contract proceeding the termination date, unless otherwise agreed in writing.

41. Specific terms regarding cancellation fees and notice periods will be outlined in the individual contract or proposal.

FORCE MAJEURE

42. Notwithstanding any other provision of this agreement, neither party will be liable for any failure to honour these Terms and Conditions where the contract activities are delayed, prevented, restricted, or interfered with as a result of a Force Majeure Event.

DISPUTE RESOLUTION 

43. Any disputes arising from these Terms and Conditions will first be attempted to be resolved through mutual negotiation. Failing this, disputes will be resolved in accordance with the laws of Tasmania, Australia.

GOVERNING LAW

44. These Terms and Conditions are governed by the laws of Tasmania, Australia, and the parties submit to the jurisdiction of the courts of Tasmania.

AMENDMENT to TERMS and CONDITIONS

45. The Company reserves the right to amend these Terms and Conditions from time to time at their discretion.  Any changes made in such revision take immediate effect once the Client is notified of such a change.

ACCEPTANCE of TERMS and CONDITIONS

46. Any request for commencement of Services from the Client will be deemed as an acceptance of these Terms and Conditions.

47. Once these Terms and Conditions are accepted by the Client, they are irrevocable and cannot be amended without the prior written consent of the Company.

48. In the event that there are more than one party as Client to these Terms and Conditions, all Clients will be jointly liable for these Terms and Conditions.

49. At various stages throughout the Term of this Agreement, DLMA Production will ask you to confirm your acceptance of any aspect of the Services and Deliverables (Acceptance Request). Acceptance is important as it will be relied on by DLMA Production in the course of fulfilling its obligations under this Agreement.

50. Acceptance will occur upon the earlier of:

   a. two (2) days after DLMA Production have issued you with an Acceptance Request; or

   b. the date the Services and Deliverables are launched, reproduced, communicated to the public, or otherwise used or exploited by you.

CONTACT INFORMATION

For inquiries, please contact DLMA Production at www.dlmaproduction.com.au.