These general terms and conditions (“General Terms”) shall apply to the Services provided to the Customer by Suzanne Was Here in addition to the Specific Terms and Project Brief (“Agreement”). By using the Suzanne Was Here services, the Customer agrees to the General Terms, Specific Terms and Project Brief. In the event of any conflict or inconsistency between the General Terms, the Specific Terms and Project Brief, the Specific Terms shall prevail. If there are no Specific Terms, the General Terms shall prevail.
Services In consideration of the price payable by the Customer under this Agreement, Suzanne Was Here shall provide the Services to the Customer in accordance with the terms and conditions of this Agreement.
Pay Upfront or after filming (not applicable to Customers on Pre-Purchase and Custom Packages)
The Customer shall pay Suzanne Was Here the Price for the Services as follows:
For a Project equal to or above $5,000 (in the currency expressed in the project communications):
an upfront payment 50% of the Price may be payable prior to commencement of Services by Suzanne Was Here; and
the remaining 50% of the Price shall be payable upon Completion of Services;
For a Project below $5,000 (in the currency expressed in the project communications), a payment of 100% of the price shall be payable upon the completion of the first shoot, where filming is not a part of the service, upon delivery of first draft.
Payment Terms
The Customer shall pay the sum(s) payable under this Agreement within fourteen (7) days of the date of invoice issued by Suzanne Was Here unless otherwise agreed in writing.
All sums payable under this Agreement are exclusive of goods and services tax, value-added tax or its equivalent and withholding taxes which shall be borne by the Customer.
Default in Payment
The Customer shall not be permitted to download the final Digital Assets deliverable under the project until any and all outstanding sums and fees are paid to Suzanne Was Here.
Notwithstanding any other provision in this Agreement, in the event that the Customer defaults in payment of the sums and fees payable under this Agreement, Suzanne Was Here may instruct a debt collection agency and/or commence legal proceedings against the Customer.
The Customer shall be liable for any fees and/or costs (including legal fees and/or costs of debt collection services) incurred by Suzanne Was Here to collect payment of any outstanding sums and fees due and payable under this Agreement.
Refunds
The Customer is not entitled to any cash refunds under this Agreement.
Cancellation
The Customer is not entitled to any cash refunds upon cancellation of this Agreement.
Quality Guarantee
Suzanne Was Here shall perform the Services with reasonable care and skill in accordance with:
generally recognized commercial practices and standards in the applicable industry; and
all laws, rules and regulations applicable to the performance of the Services.
Changes
The Customer may request changes to the Project Brief. Depending on the change(s) and the stage of the Project, some charges or fees may apply.
Add-ons and Upgrades
Where a Customer requests any of the add-ons or upgrades below, the Customer will be charged at the applicable normal rates:
Adding an additional resource;
Upgrading Service Level Quality; or
Upgrading Project or Job size or scope.
Changes to Project Brief
Changing the Project Brief after the Project Brief is agreed between the Parties but a Timeline and budget has not been locked:
No charges will apply
Changes to Project Brief after the Project Brief is agreed between the Parties and a Timeline has been locked in:
Complete or material changes to Project Brief:
Suzanne Was Here will provide the Customer with a re-quote based on new Project Brief.
Minor changes to Project Brief:
Charges will be charged according to the changes made and rescheduling fees may apply.
Changes to the Project Brief after work has been completed:
Customer will be required to purchase additional resources in accordance to the changes made.
Changes to Photos
Requested changes will be done at the digression of Suzanne Was Here and may incur additional fees.
Changes to Video
Changes to video within quotes revisions:
No charges will apply.
Changes to the video beyond quoted revisions:
Customer will be required to pay new quote in accordance with changes made.
Additional video edits from existing footage:
Customer will be required to pay additional quote.
Changes to Shoot
Changing the scheduled time of the shoot more than one (1) week before scheduled time:
No charges will apply.
Changing the scheduled time of the shoot within one (1) week of the scheduled time:
Rescheduling fees may apply (See Clause 9. Rescheduling) of the General Terms.
Changes to Location
Changing the location more than one (1) week before the scheduled date:
No charges will apply.
Changing the location within one (1) week of the scheduled date:
Customer will be charged for the full cost of the rescheduled location.
Rescheduling
The Customer may request changes to the agreed Timeline. Depending on the change(s) and the stage of the project, some charges or fees may apply.
Changes to agreed Timeline
Scheduled Jobs may be rescheduled at any time provided that the rescheduling does not affect the ability to complete the project by the agreed Due Date and changes are made at least one (1) week prior to the scheduled date of the Job.
Customer will be charged 50% of the value of the Job scheduled, if rescheduled within one (1) week of scheduled date, without affecting the agreed Due Date of the Project;
Customer will be charged 75% of the value of the Job scheduled, if rescheduled within forty-eight (48) hours of the scheduled date, without affecting the agreed Due Date of the Project;
Customer will be charged 100% of the value of the Job rescheduled, if rescheduled within twenty-four (24) hours of the scheduled date, without affecting the agreed Due Date of the Project;
Customer will be charged 50% of the value of the Job scheduled if a change in resource type, Service Quality Level or a reduction in hours allocated is requested within one (1) week of the Job scheduled.
Cancellation of Services
The Customer may request changes to the agreed Timeline. Depending on the change(s) and the stage of the Project, some charges or fees may apply.
Cancellation of a project including a shoot
If the Customer cancels the project within two (2) weeks of purchasing the Project, no charges will apply;
If the Customer cancels the project less than two (2) weeks but prior to one (1) week of Jobs commencing as per the agreed Timeline, Customer will be charged 10% of the value of the Project;
If the Customer cancels the project less than one (1) week of the scheduled Jobs commencing, Customer will be charged 50% of the value of the Project.
Cancellation of an edit only Job
No charges will apply if the Job is cancelled prior to one (1) week of the scheduled date of Job;
Customer will be charged a penalty fee of 10% of the value of the Job, if the Job is cancelled within one (1) week of the scheduled date;
Customer’s Representations and Warranties The Customer represents and warrants that it:
shall pay Suzanne Was Here promptly in accordance with the terms and conditions of this Agreement;
shall provide full and timely instructions to Suzanne Was Here and will render decisions and instructions as expeditiously as necessary in order for Suzanne Was Here to perform the Services in accordance with the terms and conditions of this Agreement;
shall provide, in a timely manner and at no charge, any equipment, material and any information as Suzanne Was Here may reasonably require, and ensure that such information is accurate in all material respects, and such equipment is in good working order and suitable for the purposes for which it is to be used;
shall ensure that all material and information provided to Suzanne Was Here is accurate and complete in all material respects;
shall obtain and maintain all necessary licenses and consents and comply with all relevant applicable laws in relation to the Services;
shall use the Services for lawful purposes only and will not (whether in the content of the Digital Assets or otherwise):
be libelous or maliciously false;
be obscene or indecent;
infringe on copyright, moral right, database right, trademark right, design right, right in passing off or any other intellectual property right;
infringe on any rights of confidence, rights of privacy or any other rights under applicable data protection legislation;
provide or make negligent advice or negligent statements;
incite commitment of a crime, instruct the commission of a crime or promote criminal activities;
be in contempt of any court or in breach of any court order;
be in breach of racial or religious hatred or discrimination legislation;
be in breach of any contractual obligation owed to any person;
depict violence in (explicit, graphic or gratuitous) manner;
be pornographic (lewd or suggestive) or sexually explicit;
be untrue, false or misleading or inaccurate; or
be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory;
it is entering into this Agreement and purchasing the Services that, to the extent permitted by law, any consumer protection laws, legislation, rules and regulations that may be relevant and/or applicable shall not apply to this Agreement.
Customer Acknowledgment
The Customer acknowledges and agrees that the content, views and opinions expressed in the Digital Assets produced by Suzanne Was Here for the Customer are solely those of the Customer.
The Digital Assets are intended to represent the opinion of the Customer and in no way reflect the views and opinions of Suzanne Was Here, its employees, agents, subcontractors or consultants.
Limitation of Liability
The maximum aggregate liability of Suzanne Was Here arising out of or in connection with this Agreement, whether in contract, tort (including negligence or breach of statutory duty) or otherwise, shall be limited to the sums and fees paid by the Customer under this Agreement.
Suzanne Was Here shall not be liable to the Customer for any loss of profits, business or anticipated savings, data, Customer’s reputation and/or goodwill or any other indirect, consequential, special, punitive or incidental loss or damage arising out of or in connection with this Agreement.
For the avoidance of doubt, nothing in this Agreement is intended to limit or exclude either Party’s liability under this Agreement for death or personal injury arising from its own negligence.
This clause shall survive the expiry or termination of this Agreement.
Intellectual Property Rights
Suzanne Was Here agrees to grant to the Customer a non-exclusive, irrevocable, royalty free license to use, copy and modify any elements of the Digital Assets not created for the Customer as part of the Services but which are necessary for the Customer to use the Services.
If any third party’s intellectual property rights are used by Suzanne Was Here in the Digital Assets, Suzanne Was Here warrants that it has secured all necessary consents and approvals to use such third party’s intellectual property rights for Suzanne Was Here and the Customer.
The Customer represents and warrants that any material it supplies to Suzanne Was Here will not breach any third party’s intellectual property rights.
Subject to Clause 13 (Limitation of Liability), Suzanne Was Here shall indemnify the Customer against any claims or proceedings brought against the Customer to the extent that such claims or proceedings allege that the Customer’s use of the Digital Assets constitutes an infringement of a third party’s intellectual property rights.
The Customer shall indemnify Suzanne Was Here against any claims or proceedings brought against Suzanne Was Here to the extent that such claims or proceedings allege that Suzanne Was Here’s use of any material provided by the Customer to Suzanne Was Here in accordance with this Agreement constitutes an infringement of a third party’s intellectual property rights. This indemnity shall not extend to indirect or consequential losses or to any loss of profit, opportunity or resource.
Relationship between the parties The Parties acknowledge and agree that the Services performed by Suzanne Was Here, its employees, agents or subcontractors shall only be that of independent contractors. Nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the Parties.
Modifications or Variations Suzanne Was Here shall have the right to make any changes to the Services or to withdraw or suspend any or all the Services which are necessary to comply with any applicable laws or safety requirements, in which event, Suzanne Was Here shall endeavour to provide reasonable notice of such changes to the Customer.
Notices
Any notice which may be given by a party under this Agreement shall be deemed to have been duly delivered if delivered by email, post, or hand to the address of the other party as specified in this Agreement or any other address as may be notified in writing to the other Party.
Subject to any overriding law to the contrary, any such communication shall be deemed to have been received by the other Party:
in the case of delivery by email, two (2) business days from date sent and no notice of incomplete transmission was received;
in the case of delivery by post, five (5) business days from the date of posting; and
in the case of delivery by hand, at the time of such delivery.
Privacy and Data Protection The Customer consents and shall procure the consent of its employees, agents and sub-consultants to the collection, use and disclosure of personal data by Suzanne Was Here for the purposes set out in the above mentioned policy.
Governing Law This Agreement shall be governed by and construed in accordance with the laws of incorporation of the Suzanne Was Here business that is the contracting party to this Agreement.
Miscellaneous
The failure of either Party to enforce any of its rights under this Agreement at any time shall not be construed as a waiver of such rights.
If any part, term or provision of this Agreement is held to be illegal or unenforceable, neither the validity or enforceability of the remainder of this Agreement shall be affected.
Suzanne Was Here may assign or transfer all or any part of its rights under this Agreement at its sole discretion. The Customer shall not assign or transfer all or any part of its rights under this Agreement without the prior written consent of Suzanne Was Here (which consent shall not be unreasonably withheld).
This Agreement (including the Specific Terms and the Project Brief) constitutes the entire understanding between the Parties relating to the subject matter hereof and supersedes all prior representations, agreements, negotiations or understandings, whether written or oral with respect hereto.
Neither Party shall be liable for a failure or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, natural disasters, war, civil commotion or industrial disputes.
Save for the Suzanne Was Here business, no person who is not a party to this Agreement shall have or acquire any right to enforce any term of this Agreement.
Gift voucher T&C’s
Gift Vouchers are for a monetary value and can only be redeemed for photography and video services. Unfortunately, they cannot be used to purchase a secondary gift voucher.
If you have left over credit on your voucher after redeeming for a service, it will remain for you to use at a later time. This credit will hold the same expiry date as the voucher does, and must be used by this date.
All valid and unused Gift Vouchers are fully transferable.
If you have purchased a Gift Voucher, you can request a refund within 14 days of the purchase date if you have a change-of-mind. Change-of-mind refunds are only permitted for valid vouchers that have not been used, ie. no services have been booked.
Refunds will be processed back to the purchaser only. After the elapse of 14 days from the purchase date, no refunds will be granted for ‘Change-of-Mind’.
I reserve the right to change prices without notice. All prices include Goods and Services Tax (GST) at the current rate of 10% in Australia.
If a Gift Voucher is received and subsequently lost, the recipient may be eligible to have a replacement voucher sent to them, if;
The voucher is still valid and has not yet been exchanged or used.
Proof of purchase or obtainment is provided; either an order number, full name or email address.
We are able to correctly verify you as the original recipient.
Gift Vouchers will remain valid for 36 months from the date of purchase or obtainment, subject to the following;
After 12 months, if the voucher is not redeemed, we are not obliged to offer the service at the same price and, if the price has increased, an additional amount will need to be paid at the time of booking.
Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy that under law cannot be excluded, modified or restricted such as your statutory consumer guarantee rights, including under the Australian Consumer Law.
If for any reason the service becomes permanently unavailable you will be given notice to use your voucher, else you may request a refund minus 20% administration fee.
Definitions
The following words and phrases have specific meanings wherever used in this Agreement: Completion: the date following seven (10) days from the date that Suzanne Was Here completed the Project and delivers the final Digital Assets to the Customer and there has been no material complaints by the Customer; Customer: the brand or customer that is the contracting party to this Agreement; Digital Assets: All digital assets including but not limited to video or photographic content captured at Suzanne Was Here’s film shoots, all graphics, animation, illustrations, concept art including source files, storyboarding, draft and final outputs including video, static graphics or animations, creative concepts and scripts created for a Customer under this Agreement; Due Date: the projected date for completion of a Project; Job(s): one or more tasks that needs to be completed for a Project; Key Date(s): the key date(s) as agreed between the Parties to complete a Project by the Due Date; Price: price or fees agreed between the Parties in the Project Brief; Project Brief: The Project Brief contains the scope of work including details of a Project and Due Date as agreed between the Parties prior to the commencement of work by Suzanne Was Here; Services: Services comprise the services and products to be provided by Suzanne Was Here to the Customer in connection with the Project; Timeline: the Timeline refers to the agreed schedule of all Key Dates for all Job(s) relating to a Project and includes the Due Date; Video Credit(s): Video Credits are credits which may be utilized for purchase of Services; Project: A Project contracted to Suzanne Was Here to deliver Digital Assets to the Customer.