DREAM DIGITAL SERVICES TERMS AND CONDITIONS

TERMS AND CONDITIONS
1. ACCEPTANCE
1.1 These Terms are between Dream Digital Media (ABN 21225139964), its successors and assignees (referred to as “ we ” and “ us ”) and you, the person, organisation or entity described in the Proposal (referred to as “ you ”), each a “ Party ” and collectively the “ Parties ”. These Terms apply to all Services provided by us to you.
1.2 You have requested the Services described in the attached Proposal as set out in a SOW from time to time. You accept the Proposal and these Terms by either:
(a) signing and returning the Proposal;
(b) confirming by email that you accept the
Proposal;
(c) instructing us to proceed with the Services;
or
(d) making part or full payment for the Services.
1.3 You agree that these Terms form the agreement under which we will supply Services to you. Please read these Terms carefully. Please contact us if you have any questions using the contact details in the Proposal. Purchasing Services from us indicates that you have had sufficient opportunity to read these Terms and contact us if needed, that you have read, accepted and will comply with these Terms.

2. SERVICES
2.1 You can request our Services by contacting us using the phone number set out on the Proposal.
2.2 We agree to perform the Services with due care and skill.
2.3 We reserve the right to refuse any request that we deem inappropriate, unreasonable or illegal.
2.4 We may provide the Services to you using our employees, contractors and third party providers, and they are included in these Terms. images or graphic works.
2.9 We may, from time to time, make offers or promotions to you which are applicable to the Services. The conditions of such offers or promotions will be as advised by us. You acknowledge and agree that we may, at our sole discretion, remove or extend any offers or promotions, and we will not be responsible or liable for any potential loss or damage which you incur as a result of the removal or extension of any offers or promotions.
2.10 Where we have been engaged to provide media Services we will endeavour to provide the final works to you within 3-5 business days.
2.11 Final works will be provided to you in the format advised by us from time to time.
2.12 We reserve the right to select which of the captured photographs, videos, images or graphic works we make available to you as a part of the final works and are under no obligation to provide you with all photographs or videos we have captured or images and graphic works we have produced, nor are we under an obligation to otherwise style, edit, filter or change the look and feel of your photographs, videos, images or graphic works.
2.13 Photography, videography, and the production of graphic works is inherently artistic. We reserve the right to apply a reasonable measure of artistic freedom in producing the final works. You acknowledge and agree that you are solely responsible for determining the suitability of any of the Services, and you reliance on any information that is provided to you through our Site or Services is at your own risk.
2.14 We may cancel a SOW in our absolute discretion where:
(a) you fail to provide or procure access to the premises at which the Services are to be provided;
(b) the premises are in an unacceptable state;
(c) we are subjected to hostile, threatening or inappropriate behaviour by you or persons present at the premises at which the Services are to be provided.
2.5 Third parties who are not our employees or our direct contractors will be your responsibility. We are not responsible for the products or services provided by those third parties. or
2.6 If you request a Variation, we have discretion as to whether we accept them and whether an adjustment to the Fee may be required. If we are unable to accommodate the Variation, we may request that we be paid for Services performed to date and terminate these Terms.
2.7 If we agree to perform a Variation, we will inform you of any Variation Fee. You must pay the Variation Fee before we commence the Variation. We will invoice you accordingly for the Variation.
2.8 As a part of the Services we will not provide you with raw, unedited or draft photographs, videos,

3. PRICE, INVOICING AND PAYMENT
3.1 You agree to pay us the Price, using the Payment Method, as set out in the Proposal and particularised in a SOW. All amounts are stated in Australian dollars. All amounts include Australian GST (where applicable).
3.2 The Price and Services cannot be varied.
3.3 You agree to pay our invoices by the payment date set out on the invoice. If an invoice is unpaid after the payment date, we may cease to provide the Services to you until we receive payment.
3.4 We may charge interest at a rate equal to the Reserve Bank of Australia cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any amounts unpaid after the payment date.
3.5 If invoices are unpaid after the payment date, we have the right to engage debt collection services for the collection of unpaid and undisputed debts, and the right to commence legal proceedings for any outstanding amounts owed to us.
3.6 We reserve the right to report bad debts to independent credit data agencies.
3.7 These Terms may be amended from time to time at our discretion. The changes will apply to you for Services provided to you after the date of the change. You may terminate these Terms if you do not agree with the change and we will refund any unused Fees to you.

4. YOUR OBLIGATIONS AND WARRANTIES
4.1 You warrant that you will not employ, canvass, solicit, entice, induce or attempt to employ any employee or contractor that was employed by or contracted to us during the time that we provided Services to you or during the 12 month period prior to that time.
4.2 You warrant that throughout the term of these Terms that:
(a) there are no legal restrictions preventing you from agreeing to these Terms;
(b) you will cooperate with us, and provide us with information, instructions and feedback that is reasonably necessary to enable us to perform the Services as requested by us from time to time, and comply with these requests in a timely manner;
(c) you will provide or procure access to the premises at which the Services are to be provided on the date and at a time mutually agreed by the Parties;
(d) in circumstances where we are providing on location photography or videography Services you will ensure that the premises which we are capturing is in a reasonably clean, tidy and presentable state;
(e) you will approve all draft works supplied to you as a part of the Services (if any) and will do so in a timely manner;
(f) the information you provide to us is true, correct and complete;
(g) you will not infringe any third party rights in working with us and receiving the Services;
(h) you will inform us if you have reasonable concerns relating to our provision of Services under these Terms, with the aim that we and you will use all reasonable efforts to resolve your concerns;
(i) you are responsible for obtaining any consents, licences and permissions from other parties necessary for the Services to be provided, at your cost, and for providing us with the necessary consents, licences and permissions;
(j) if applicable, you hold a valid ABN which has been advised to us; and
(k) if applicable, you are registered for GST purposes.
4.3 You acknowledge and agree that draft works supplied to you as a part of the Services which are not proofed within 24 hours are deemed accepted by you.

5. OUR INTELLECTUAL PROPERTY
5.1 The Materials contain material which is owned by or licensed to us and is protected by Australian and international laws. We own the Intellectual Property rights in the Materials including but not limited to copyright which subsists in all creative and literary works incorporated into our Materials.
5.2 You agree that, as between you and us, we own all Intellectual Property rights in our Materials, and that nothing in these Terms constitutes a transfer of any Intellectual Property rights in our Materials, except as stated in these Terms or with our written permission.
5.3 Your use of our Materials does not grant you a licence, or act as a right to use any Intellectual Property in the Materials, whether registered or unregistered, except as stated in these Terms or with our written permission.
5.4 You must not breach our Intellectual Property rights by, including but not limited to:
(a) altering or modifying any of the Materials; (b) creating derivative works from the Materials; or
(c) using our Materials for commercial purposes such as on-sale to third parties. 5.5 We will license the Licensed Material to you upon full payment of our invoices.
5.6 We grant you a non-perpetual, non-exclusive, revocable, worldwide and non-transferable licence to use the Licensed Material for the sole purpose of enabling you to market the property the subject of the works.
5.7 This clause will survive the termination of these Terms.

6. YOUR INTELLECTUAL PROPERTY AND MORAL RIGHTS
6.1 You agree to provide information including any Intellectual Property to us to enable us to provide the Services. You:
(a) warrant that you have all necessary rights to provide the Intellectual Property to us;
(b) grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable licence to use the Intellectual Property in any way we require to provide the Services to you; and
(c) consent to any act or omission which would otherwise constitute an infringement of your Moral Rights.
6.2 If you (or any employee or agent) have Moral Rights in any Intellectual Property that you provide to us, you:
(a) irrevocably consent to any amendment of the Intellectual Property in any manner by us for the purposes of providing Services to you;
(b) irrevocably consent to us using or applying the Intellectual Property for the purposes of providing Services to you without any attribution of authorship;
(c) agree that your consent extends to acts and omissions of any of our licensees and successors in title; and
(d) agree that your consent is a genuine consent under the Copyright Act 1968 (Cth) and has not been induced by duress or any false or misleading statements.
6.3 This clause will survive the termination of these Terms.

7. CONFIDENTIAL INFORMATION
7.1 We, including our employees and contractors, agree not to disclose your Confidential Information to any third party (other than where necessary, to third party suppliers, or as required by law); to use all reasonable endeavours to protect your Confidential Information from any unauthorised disclosure; only to use your Confidential Information for the purpose for which it was disclosed by you, and not for any other purpose.
7.2 You, including your employees and contractors, agree not to disclose our Confidential Information to any third party; to use all reasonable endeavours to protect our Confidential Information from any unauthorised disclosure; and only to use our Confidential Information for the purpose for which it was disclosed or provided by us to you, to provide better quality Services to you and not for any other purpose.
7.3 These obligations do not apply to Confidential Information that:
(a) is authorised to be disclosed;
(b) is in the public domain and/or is no longer confidential, except as a result of breach of these Terms;
(c) is received from a third party, except where there has been a breach of confidence; or
(d) must be disclosed by law or by a regulatory authority including under subpoena.
7.4 This clause will survive the termination of these Terms.

8. FEEDBACK AND DISPUTE RESOLUTION
8.1 Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about the Services, please contact us.
8.2 If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:
(a) The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them at an initial meeting.
(b) If the Parties cannot agree how to resolve the dispute at that initial meeting, any Party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, the complainant will ask the Law Society of Queensland to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.
8.3 Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.
8.4 This clause will survive the termination of these Terms.

9. TERM AND TERMINATION
9.1 This Agreement will begin on the Commencement Date and continue until the End Date, or the date on which these Terms are terminated in accordance with this clause, if earlier.
9.2 Either Party may terminate these Terms without cause by providing the other Party with notice, in writing, per the Notice Period.
9.3 Either Party may terminate these Terms if there has been a material breach of these Terms, subject to the dispute resolution procedure set out in these Terms.
9.4 We may terminate these Terms immediately, at our sole discretion, if:
(d) we consider that a request for the Services is inappropriate, improper or unlawful;
(e) you fail to provide us with clear or timely information, instructions or feedback to enable us to provide the Services;
(f) you fail to provide or procure access to the premises at which the Services are to be provided;
(g) the premises are in an unacceptable state;
(h) we are subjected to hostile, threatening or inappropriate behaviour by you or persons present at the premises at which the Services are to be provided;
(i) we consider that our working relationship has broken down including a loss of confidence and trust;
(j) for any other reason outside our control which has the effect of compromising our ability to perform the Services within the required timeframe; or
(k) an invoice is overdue and you fail to pay an invoice within 14 days of a written demand for payment.
9.5 On termination of these Terms you agree that any payments are not refundable to you, and you are to pay for all Services provided prior to termination, including any Services which have been performed and have not yet been invoiced to you.
9.6 If you cancel our Services once we have commenced work we may, in our absolute discretion charge you a cancellation fee of $55.
9.7 On termination of these Terms you agree to promptly return (where possible), or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property.
9.8 On completion of the Services, we will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on termination of these Terms.
9.9 The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.

10. CONSUMER LAW, LIMITATION OF LIABILITY AND DISCLAIMERS
10.1 ACL: If you are a consumer as defined in the ACL, the following applies to you: You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the services remedied if they are not rendered with due care and skill or they are not fit for purpose and the failure does not amount to a major failure. To the extent we are able to exclude liability; our total liability for loss or damage you suffer or incur from our Services is limited to us re-supplying the Services to you, or, at our option, us refunding to you the amount you have paid us for the Services to which your claim relates.
10.2 Delay: Where the provision of Services depends on your information or response, we have no liability for a failure to perform the Services in the period set out in the Proposal where it is affected by your delay in response, or supply of incomplete or incorrect information.
10.3 Referral: We may provide you with contact details of third party specialists. This is not a recommendation by us for you to seek their advice or to use their services. We make no representation or warranty about the third party advice or provision of services, and we disclaim all responsibility and liability for the third party advice or provision of services, or their failure to advise or provide services.
10.4 Warranties: To the extent permitted by law, we exclude all express and implied warranties representations and guarantees and all material and work is provided to you without warranties, representations and guarantees of any kind, either express or implied. We expressly exclude all warranties including but not limited to implied warranties of merchantability and fitness for a particular purpose.
10.5 Availability: To the extent permitted by law, we exclude all liability for :
(a) the Services being unavailable; and (b) any Claims (whether direct, indirect, incidental, special, consequential and/or incidental) for loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation or any loss or damage relating to business interruption or otherwise, suffered by you or made against you, arising out of or in connection with your inability to access or use the Services or the late supply of Services, even if we were expressly advised of the likelihood of such loss or damage.
10.6 Limitation: To the extent permitted by law our total liability arising out of or in connection with the Services, however arising, including under contract, tort, including negligence, in equity, under statute or otherwise, will not exceed[the total fees paid by you to us in the 12 month
period prior to the event giving rise to the liability, or $100 if no such payments have been made.
10.7 This clause will survive the termination of these Terms.

11. INDEMNITY
11.1 You are liable for and agree to indemnify, defend and hold us harmless for and against any and all Claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:
(a) any information provided by you that is not accurate, up to date or complete or is misleading or a misrepresentation;
(b) any breach of these Terms by you;
(c) any misuse of the Services by you, your employees, contractors or agents; and
(d) your breach of any law or third party rights.
11.2 You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.
11.3 This clause will survive the termination of these Terms.

12. GENERAL
12.1 Good faith: The Parties must at all times act toward each other with good faith.
12.2 Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
12.3 Publicity: You consent to us advertising or publically announcing that we provided Services to you, including but not limited to mentioning you on our Site and in our promotional material.
12.4 Email: You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
12.5 GST: If and when applicable, GST payable on the Fee for the Services will be set out on our invoices. You agree to pay the GST amount at the same time as you pay the Fee.
12.6 Relationship of parties: These Terms are not intended to create a relationship between the parties of partnership, joint venture, or employer-employee.
12.7 Assignment: These Terms are personal to the Confidential Parties. A Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent not to be unreasonably withheld).
12.8 Severance: If any provision (or part of it) under these Terms is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms and the remaining provisions (and remaining part of the provision) of these Terms are valid and enforceable.
12.9 Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control. If we are delayed from performing our obligations due to such a circumstance for a period of at least 2 months, we may terminate our agreement with you by giving you 5 Business Days’ notice in writing.
12.10 Notices: Any notice required or permitted to be given by either Party to the other under these Terms will be in writing addressed to the relevant address in the Proposal. Any notice may be sent by standard post or email, and notices will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
12.11 Jurisdiction & Applicable Law: These terms are governed by the laws of Queensland and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Queensland.
12.12 Entire Agreement : These Terms and any document expressly referred to in them represent the entire agreement between you and us and supersede any prior agreement, understanding or arrangement between the Parties, whether oral or in writing.

13. DEFINITIONS
13.1 ACL means the Australian Consumer Law. 13.2 Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Queensland, Australia.
13.3 Commencement Date is set out in the Proposal. 13.4 Claim/Claims includes a claim, notice, demand, right, entitlement, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to this Agreement or otherwise.
13.5 Confidential Information includes confidential information about you, your credit card or payment details, and the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, technology, and other information of either Party whether or not such information is reduced to a tangible form or marked in writing as “confidential”.
13.6 End Date is set out in the Proposal.
13.7 Expenses are set out in the Proposal and particularised in a SOW.
13.8 Fees are set out in the Proposal and particularised in a SOW.
13.9 GST means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations.
13.10 Intellectual Property includes any and all present and future rights to intellectual and industrial property throughout the world, and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), patents, improvements, registered and unregistered trademarks, designs, any corresponding property rights under the laws of any jurisdiction, discoveries, circuit layouts, trade names, trade secrets, secret processes, know-how, concepts, ideas, information, processes, data or formulae, business names, company names or internet domain names, and any Confidential Information.
13.11 Invoice Terms is set out in the Proposal.
13.12 Licensed Material means the Materials.
13.13 Materials means work and materials (including but not limited to photographs, videos, graphic design, social media posts, social media advertisements) that we provide to you in carrying out the Services.
13.14 Moral Rights means the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship, as defined in the Copyright Act 1968 (Cth).
13.15 Notice Period is set out in the Proposal. 13.16 Payment Method is set out in the Proposal. 13.17 Price means the Fees and Expenses for the Services that you have requested.
13.18 Proposal means the Proposal to which these Terms are attached.
13.19 Services are set out in the Proposal and are particularised in a SOW. 13.20 Site means our website at https://dreamdigital.media/
13.21 Statement of Work or SOW means a document provided by us to you that specifies the particulars of Services to be provided in the form annexed and marked “A” or such other form required by us from time to time.
13.22 Terms means these terms and conditions. 13.23 Variation means amended or additional Services, including but not limited to changes to the Proposal, a SOW, scope, or additional rounds of images, drawings or renderings.
13.24 Variation Fee means the additional cost for a Variation.
Unless otherwise defined herein or the context otherwise requires, capitalised terms used in these Terms will have the meanings given to them in the Proposal.