TERMS & CONDITIONS
We are willing to provide services to you (Services) in relation to a
project (Project) detailed in the relevant Creativa Proposal, Order
Form, quote, document or e-mail from Creativa addressed to you, or
invoice addressed to you (Client Proposal).
Once you confirm that you wish for us to go ahead with the Project
in accordance with the terms set out in the Client Proposal, you
agree that these terms and conditions, which incorporates the Client
Proposal (Agreement), will form a binding agreement between us
(jointly, Parties, or in the singular, Party). This term of this
Agreement will continue until the Parties have completed their
obligations under this Agreement (Term).
In the event of any inconsistency between this Agreement and the
Client Proposal, the terms of this Agreement will prevail to the
extent of the inconsistency.
We agree to provide our Services in a professional, skillful and
legally compliant manner.
Any changes to the Client Proposal after signing will need to be
discussed and agreed in writing (e-mail to suffice) by both Parties in
We require you to provide us in a timely manner with accurate
instructions in relation to the Project, supply us with the Client
Materials and review our draft work.
For this purpose of the Agreement, Client Materials means briefs,
logos, brand guidelines, brand assets and any other information,
assets, data or other items requested by us for the Project.
For the Project, we are permitted in our discretion to engage
appropriately skilled independent sub-contractors, freelancers or
other third parties (Sub-Contractors) to perform some or all of the
In consideration for our Services on the Project, you agree to pay the
services, fees and expenses set out in the Client Proposal (Project
Costs) and any other expenses (for example parking costs, postage
and production supplies) reasonably incurred by us. Where any
details and particulars from the Client Proposal change, we reserve
our rights to increase or decrease the Projects Costs in accordance
with that change.
In order for us to commence providing our Services to you in
relation to the Project, you must pay a deposit. The deposit and any
further payments specified in the Creativa Proposal will be
calculated and become payable in accordance with the following
||Progress and Final Payments
|$5,000 or less
|$5,001 - $12,000
||40% (final payment
due at creation of
||30% (payable prior
to recording or at
storyboard stage of
Stages for a Project)
30% (final payment
due at creation of
Unless otherwise advised by us in writing, we will not commence
providing our Services to you in relation to a Project until we receive
the deposit from you.
We will issue invoices to you for any progress and final payments
referred to in clause 5.2. Unless otherwise advised by us in writing,
payment terms for any invoices are 7 days from the invoice date.
We reserve our right to cease undertaking the recording or
storyboard stage of the Production Stages for the Project if the
installment payment referred to in clause 5.2 for projects totaling
$5,000 or more is not made by you when required.
For the Project, we will invoice you and you agree to pay for Project
Costs at the timeframes set out in clause 5.2, or at other appropriate
intervals. We reserve the right to invoice you at any time for all or
part of the Project Costs where you fail or delay to provide us with
instructions or other materials as required by us to complete the
All amounts charged by us under the Agreement in connection with
any Project shall be in the first instance, calculated exclusive of any
Where we engage a lawyer or collection agency to recover any
unpaid money under this Agreement, you agree that you shall liable
(on a full indemnity basis) for all of our costs spent recovering such
sums from you. You acknowledge that ‘time is of the essence’ when
paying invoices under the Agreement, and we reserve the right to
suspend work if any invoices are outstanding. If any invoice remains
unpaid 30 days after the date it was due, we may charge you
interest at the Cash Rate Target, as fixed by the Reserve Bank of
Australia, plus 2%.
You acknowledge that there are a number of stages involved in the
production of videos (Production Stages) which we will undertake as
part of the Project and providing the Services to you. You agree to
comply with all of your obligations and deadlines during and
relevant to the Production Stages, as instructed by us.
Unless otherwise agreed by us in writing, it is your sole responsibility
to ensure that the appropriate talent release forms are obtained
from any persons sourced by you to be filmed by us as part of the
creation of any videos for a Project.
You are able to request two revisions for the Project and any
Deliverables supplied by us during any Production Stage, where
reasonably required subject to the following conditions:
- Your request for a revision is made while we are working on
the relevant Production Stage to which the revision relates;
- You must review the revision and either accept the revision or
ask for a further revision, within 48 hours or other timeframe
with prior written agreement by the parties; and
- The requested revision must not require more than 20% of
the total time allocated to the relevant Production Stage to
which the revision relates.
We are able to modify your company logo/branding, or contact
details for the Project at no cost within 3 months from completion of
the Project, provided that your request for modification complies
with the following conditions:
- Changes must be generic to the video and not adapted for
- Changes must not exceed 5% of the total original video
editing work time;
- Changes must be limited to editing and animation work, any
changes which require re-recording, additional stock images
or voice recordings are not included;
- Changes must be specific, explained clearly and
- Only one instance of reviewing a change you have requested
under this clause will be provided, otherwise once the change
you have directed has been made, the change is final and
cannot be reviewed by you.
We shall assign to you exclusive ownership and control over the
Intellectual Property in the final completed versions of the
Deliverables for the Project (Final Deliverables
) upon payment by
you in full of the Project Costs, and subject to the following
- Nothing in this Agreement shall transfer ownership to you of
any Third Party IP, Creativa IP or any draft versions of the
Deliverables for the Project;
- Your use of the Third Party IP as part of the Final Deliverables
will be subject to terms imposed by the relevant owner of the
Third Party IP;
- We shall grant you a non-exclusive, worldwide, royalty free
licence to use any Creativa IP in the Final Deliverables for the
sole purpose of using the Final Deliverables;
- Nothing in this Agreement shall transfer ownership to us of
Client IP. You shall grant us a non-exclusive right to use the
Client IP solely in connection with the supply of Services to you
under this Agreement;
Subject to our limited permitted use of Final Deliverables as
specified in clause 11.2; and
- Unless otherwise agreed by us in writing, your use of the Final
Deliverables are subject to the following restrictions;
- Final Deliverables are only to be used on web, at
corporate events and presentations, or privately;
- Final Deliverables are not to be used on TV, radio or
- Final Deliverables are not to be monetized.
For the purpose of the Agreement:
Intellectual Property or IP means all items of intellectual property
including without limitation trade marks (registered or
unregistered), copyrights, designs and patents.
Third Party IP means Intellectual Property owned by a party who is
not a party to this Agreement;
Creativa IP means Intellectual Property owned by us which was
created prior to or independently of our obligations to you under
Client IP means Intellectual Property owned by you which was
created prior to or independently of your obligations to us under
Where possible, you will provide us with credit for authorship on all
reproductions, distribution, communications or other exploitations
of the Final Deliverables as follows: “Written and Produced by
Creativa Videos”, together with a copy of our current logo. You
agree that you will not attribute any third party as author of the
Unless you otherwise advise us in writing, we have the right to
publish and communicate the Deliverables in our portfolio and
marketing materials promotional and demonstrative purposes.
During the Term, we may obtain access to Personal Information
owned or held by you. We agree to collect and handle Personal
viewed at the following URL: http://creativa.com.au/privacy-policy
Each Party agrees not to directly or indirectly use or disclose any
Confidential Information belonging to the other Party without first
obtaining the first Party’s prior written consent except to the extent
that the disclosure is required by law or the disclosure is made to
legal or accounting advisors.
The confidentiality obligations in this clause shall survive the expiry
of this Agreement and shall continue to apply until all Confidential
Information disclosed between the parties under this Agreement is
in the public domain.
Subject to our obligations under this clause, while we will take
reasonable steps to keep Client Materials in our possession secure,
we accept no responsibility for the provision of Client Materials to
For the purpose of the Agreement:
Confidential Information means all information belonging to or
relating to a Party to this Agreement howsoever acquired, including
without limitation trade secrets; Intellectual Property; Personal
Information, know-how; business and financial data; and all other
information obtained pursuant to this Agreement, that is by its
Personal Information means personal information as defined in the
Privacy Act 1988 (Cth).
As part of undertaking the Production Stages for a Project, we may
need to organise and schedule a video shoot in consultation with
you. As soon as the video shoot is scheduled, we commence taking
steps to organise the conducting of the video shoot at the schedule
time, and incur costs and expenses in doing so (Shoot Costs).
Therefore, you agree that if you decide to cancel a scheduled shoot:
- Up to 7 days prior to the scheduled time, you will be required
to pay 50% of the Shoot Costs; and
- Within 48 hours prior to the scheduled time, you will be
required to pay 100% of the Shoot Costs.
If you wish us to cease working on a Project, we will invoice you for
our Services performed up to the date of termination and for any
cancellation fees in clause 13.1 (such final amount to be determined
taking into account any payments already made by you), as well as
any applicable expenses that we have incurred or are due to incur
before the date of termination.
Without limiting any other term in this Agreement, if you delay the
undertaking of the Project by two weeks (by, for example, not
providing instructions, information or Client Materials we have
requested from you), we may decide to cease working on a Project
by providing written notice to you. If this occurs:
- We will invoice you for our Services performed up to the date
of termination and for any cancellation fees in clause 13.1
(such final amount to be determined taking into account any
payments already made by you), as well as any applicable
expenses that we have incurred or are due to incur before the
date of termination; and
- If you wish for the Project to continue at this stage, you must
pay us a restarting fee of $800 plus GST.
During the Term of this Agreement, we agree to effect and maintain
public liability with a value of $10 million dollars for any one event,
professional indemnity insurance with a value of $1 million dollars
for each claim and workers compensation insurance as required by
You warrant and represent that:
- You have the capacity to grant us a licence to use the Client IP
and that our use of the Client IP and Client Materials shall not
infringe the rights of any third party.
- You will pay all Project Costs on time and in full.
For each Project, you agree to indemnify us for any direct,
reasonable and identifiable loss, damage, claim or expense
(including legal expenses on full indemnity basis) (Loss) caused by
you or any of your agents, representatives, directors or employees
arising out of:
- A material breach of this Agreement by you; or
- Damage to any property owned by us throughout the course
of the Project.
To the extent permitted by law and with the exception of any
Consumer Guarantees which may apply to our Services under this
Agreement, we exclude any implied term, implied condition, implied
warranty and statutory guarantees relating to the Agreement and
To the extent permitted by law, we will not be responsible for any
loss, damage, claim or expense incurred by you from using the
Deliverables or Final Deliverables, including (but not limited to) any
electronic equipment failure.
In relation to any Consumer Guarantees which apply to the
provision of the Services to you, and for any other breaches of this
Agreement by us, our responsibility to you (to the extent permitted
by law) will be limited to either:
- Providing the Services again to you within a reasonable
- Reimbursing you for the provision of the Services.
For the purpose of the Agreement, Consumer Guarantees means
any right or guarantee you may have under the Australian Consumer
Law or other rights in relation to the supply of goods or services
(such as terms implied into a contract) that cannot lawfully be
The rights and obligations under the Agreement, which by their
nature would reasonably continue beyond the expiration or
termination of the Agreement, will survive the expiration or
termination of the Agreement. Without limiting the generality of
the foregoing, clauses 10, 11, 12, 15, 16 and 17 will survive any
termination or expiration of the Agreement.
The Agreement constitutes the entire agreement between the
Parties and cannot be altered except in writing and signed by both
The Agreement will be governed by and construed in accordance
with the laws of Victoria, Australia. The Parties submit to the
exclusive jurisdiction of the courts of Victoria.
The Agreement does not create any employment, partnership,
agency or joint venture relationship between the Parties.
Where any clause or part of that clause is void, illegal or
unenforceable it may be severed without affecting any other part of
If the performance of any of our obligations under this Agreement is
prevented, restricted or interfered with by reason of an Unforeseen
- upon giving prompt notice to you, are excused from such
performance to the extent of such prevention, restriction or
- are not liable for any Loss suffered by you by reason of
compliance with (a) above.
We must use our best efforts to avoid or remove the Unforeseen
Event or to limit the impact of the Unforeseen Event
performance as required under this Agreement.
For the purpose of this clause, Unforeseen Event affecting us means
anything outside of our reasonable control, including without
limitation, any illness or unavailability of our staff or talents that we
have sourced for a Project which impacts the completion of any of
the Production Stages for a Project.
During the Term and for a twelve-month period thereafter, you
agree that you must not solicit, employ, or attempt to employ,
directly or indirectly any of our employees or contractors (or any
former employees or contractors whose employment or contract
was terminated within the previous six months) unless you have
obtained our prior written consent.
We will retain any raw video footage and other files and materials
(Raw Materials) created for the Project for up to 3 months after the
Production Stages conclude, following which we will have the right
to delete or erase the Raw Materials. If you wish to purchase the
Raw Materials prior to them being deleted or erased by us (this is
not included as part of the Deliverables and Final Deliverables),
please let us know and we will provide you with a quote.