General Services Agreement.
For the mutual benefit and obligations set forth in this Agreement, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
Services Provided
The Client agrees to engage the Contractor to provide the Client with the services (the “Services”) specified below and in the cost estimate:
Photography
Videography
Creation of marketing and social media content
Any other tasks as agreed between the Contractor and Client
Terms of Agreement
The term of this Agreement (the “Term”) will commence upon the acceptance of the Services, which may take the form of written consent, verbal consent, booking a date to provide the Services, or paying for the provision of Services.
This Agreement may be terminated at any time by mutual agreement of the Parties.
Except as otherwise provided in this Agreement, the obligations of the Contractor will end up on the termination of this Agreement.
Ownership and Intellectual Property
All intellectual property, copyright and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will remain exclusively the property of the Contractor.
The Client is granted a non-exclusive limited-use license of this Intellectual Property.
Intellectual Property of the Services provided or works created may not be distributed to Third Parties (the “Third Party”). Third Parties are all entities who are not the Contractor or the Client.
Usage rights are limited for use by the Client only, and cannot be distributed, sold, bartered or donated to Third Parties.
The Client does not have the right to represent the intellectual property as their own.
Should any Third Party obtain a copy of the Services produced and wish to utilise them for their own use, the Third Party will need to enter into a separate licence and licence-fee agreement with the Contractor.
Agreed Brief
During the pre-production phase of the Services, the Client will agree on a brief of their requirements which will be used to: 1/ provide a cost estimate for the Services, and 2/ become the scope of work.
Deliverables will be based on the approved client brief, with any additional works requested before, during or after the shoot charged at an additional rate.
Post Production
All images will be edited to the scope and style agreed in the client brief. Should editing revisions be required they are limited to one additional set of revisions within the original cost estimate, and will be limited to the type of revisions agreed in the original client brief.
Should extensive or complex editing be required it will be quoted upfront or the Client will be provided with an estimate of cost for any works outside the original scope.
The Client agrees they will maintain the original integrity of the delivered media and not alter the images using AI, colour grading or other photographic or video editing techniques or adjustments.
Deliverables
The final collection of digital files will be supplied as high resolution JPEG files via digital download. RAW or original digital camera files will not be provided. Low resolution digital files may also be supplied on request.
Data Backup
Upon delivery of the digital files by the Contractor, it is the responsibility of the Client to manage and back up the files within their own digital management system. The Contractor does not take responsibility for lost files post delivery of the final content.
Payment Terms
The Contractor will charge a payment (the “Payment”) to the Client for the Services as specified in the cost estimate, in writing or communicated verbally.
The Contractor will invoice the Client upon completion of the Services, or as otherwise agreed. If prior payment or partial deposit is required, this will be communicated by the Contractor prior to works commencing.
Invoices submitted by the Contractor to the Client are due 14 days after the invoice issue date. Delayed payments may incur late fees and/or be subject to debt-collecting charges.
The preferred method of payment is EFT to the bank account nominated on the invoice. If credit card payment is required it will be charged at the rate of 2.2% (subject to change) and included in the invoice amount.
Should the Services required exceed those originally quoted, the Contractor will charge the standard fees to deliver the Services. Where reasonable, the Contractor will make every effort to provide an estimated cost of additional works.
All monetary amounts referred to in communication between the Parties are in AUD (Australian Dollar).
Additional Expenses
The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services. This may include parking, courier or postage costs, licensing of necessary software or specialist equipment directly resulting from delivering the Services. Where reasonably expected, The Contractor will outline any predictable expenses to the Client before works commence.
Charges for the hire of equipment, studio, shoot location, models, hair and makeup artists, music licensing or other suppliers is not included in the shoot fee. Purchase of any props required to meet the brief is not included in the shoot fee. All expenses known in advance will be quoted to the Client in advance where possible, and the Client agrees to the contract terms as stated by all Third Parties who perform additional hire services.
Cancellations and Postponements
The Client agrees to immediately advise the Contractor in writing of any changes to the agreed date for the commencement of the Services.
The Client agrees to pay any expenses incurred up to the time of cancellation or postponement.
At its discretion, the Contractor may charge a 100% fee for cancellations made within 24 hours of the commencement of agreed Services.
Limited Liability
The Contractor agrees to carry out the assignment with due and professional diligence. In circumstances of illness or where there are elements outside the Contractor’s control the Contractor’s liability will be limited to returning any funds previously-paid to the Client and the Contractor will have no further liability with respect to the Agreement. This limitation includes any losses or potential future losses.
Elements beyond the Contractor’s control may include: faulty material, equipment failure, theft, damaged memory cards, loss of memory cards, loss or damage to digital files, closure of engaged suppliers, industrial disputes, civil disturbances, natural disasters, terrorist attacks, malicious or wilful intent or weather conditions which may inhibit or prevent the Contractor from performing the Services.
Indemnity
The Contractor will not be liable for any legal action, claim or damages resulting from or arising out of the publication of the Services provided. The Client indemnifies the Contractor against any claims and/or damages, including counsel fees, arising from the Client’s use of the Services.
Return of Property
Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Confidentiality
Confidential information (the “Confidential Information”) refers to any data or information relating to the Services provided, whether business or personal, which would reasonably be considered to be private or proprietary to the Client or the Contractor.
The Client and the Contractor agree that they will not disclose, divulge, reveal, report or use any Confidential Information to Third Parties without having obtained permission from the other party, except as required by law.
Confidentiality includes (but is not limited to) acts such as the distribution of proposals, concepts, ideas, quotations and techniques used the Contractor.
The Client agrees not to share (verbally, through photography or video or other means) any behind the scenes footage from a photo shoot without prior agreement from the Contractor.
Independent Contractor
In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Right of Substitution
Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
In the event that the Contractor hires a sub-contractor, the Contractor will pay the sub-contractor for its services and Payment will remain payable by the Client to the Contractor.
Notice
All notices, requests or other communications required to amend this Agreement must be given in writing to Dashing Fox at dashingfoxstudio@outlook.com.
Internal Code
TCV241101