These General Terms, together with the Project Specific Terms and any Schedules, form the agreement between you and Images for Business (the Agreement)

1. Services
   1. In return for the Fee, we will provide the Services and Deliverables to you.
   2. In providing the Services and Deliverables, we will:
      1. act at all times with due care, skill and diligence;
      2. comply with relevant professional, legislative and ethical codes; and
      3. subject to any issue beyond our reasonable control, provide the Services and Deliverables punctually.
   3. You agree to meet the Client Obligations and to alert us as soon as possible to any issues or potential issues of which we should reasonably be aware that may affect our ability to provide the Services and the Deliverables.
2. Fee
   1. You will pay the Fee, the Agreed Expenses and the costs of any agreed additional services within 14 days of receiving a tax invoice. If you have any questions about an invoice, you must raise those questions within that period otherwise an invoice will be deemed to have been accepted.
   2. If you do not pay all monies invoiced within 14 days, we may, in our sole discretion, suspend delivery of the Services and Deliverables and charge interest of 4% per annum on overdue amounts.
3. Variations
   1. If a party wants to revise the scope of the Services and Deliverables or of the Client Obligations, it should first raise the matter with the other party.
   2. If we agree to the revision, we will provide you with a written estimate detailing any change to the Fee or the Approved Expenses (including any additional fee and expenses). You can accept this estimate by signing and returning a copy to us, in which case that estimate (which will also set out the changed scope of services or deliverables or client obligations) will form part of this Agreement, and these Terms are modified to that extent.
4. Expenses
   1. Except in relation to Agreed Expenses, we will not incur any charges or expenses in relation to the Services or Deliverables on your behalf without your prior written approval.
   2. You will reimburse any Agreed Expenses and any expenses incurred by us and approved in writing by you within 14 days of receiving a tax invoice. If requested by you, we will first provide proof of expenditure.
5. Intellectual Property
   1. All intellectual property in the Services, the Deliverables and any transparencies, negatives, prints, digital files or footage and any other type of physical or electronic material created in the course of delivering the Services or the Deliverables (whether edited or unedited, raw or final) will, on creation, be owned by us.
   2. Provided you pay the Fee and any Agreed Expenses (including any additional expenses approved under clause 4.2), we grant you the Licence to use the Deliverables for the Purposes.
   3. No alteration or manipulation of the Deliverables may be made by you without our written permission (which will not unreasonably be withheld or delayed).
   4. Where customary to do so, including in publications, media releases, social media, your website and other public communications, you will attribute the Deliverables to usas follows: “© Images for Business [year Deliverable created]” and, in the case of still photographs, you will attribute the relevant photographer (as advised by us to you in writing)
6. Raw Files and Footage
   1. We may delete or otherwise destroy any raw or edited digital files from the Services or Deliverables that we hold after we supply them to you.
   2. Except to the extent required by law, we will not take any responsibility if we are unable at a later date to re-supply files that have been lost, stolen or corrupted following proper delivery. You agree to keep digital copies in a safe place, and periodically review whether it would be prudent for you to migrate the files to a new file format if there is a risk of older file types becoming inaccessible or unstable.
7. Client materials
   1. You accept full responsibility for any materials that you supply for use in the delivery of the Services or Deliverables and you agree adequately to insure such materials against loss, damage or liability.
8. Insurances
   1. Each party warrants that it has and will maintain the Insurances (for as long as reasonably relevant to the Services and Deliverables).
   2. Each party will comply with and observe the terms of the stated insurances and not do anything which could result in any policy it holds being rendered void or voidable, and on request, a party must provide satisfactory evidence to the other of the existence and currency of its insurance policy or policies.
9. Indemnities
   1. The Client indemnifies Images for Business, including its officers, employees, contractors, agents and related companies (together the Indemnified) against any and all direct liability, loss, claims, demands and/or expenses (including legal expenses on a solicitor-client basis) which any of the Indemnified may incur as a result of:
      1. any breach of this Agreement by the Client;
      2. the Client’s use of any Deliverable (unconnected with any infringement of copyright by Images for Business); or
      3. any negligent act or omission by the First Party or any of its officers, employees, agents, related companies or contractors in undertaking the Client’s obligations under this Agreement.
   2. The First Party’s liability to indemnify the other under clause 9.1 will be proportionally reduced to the extent that any act or omission of any of the Indemnified contributed to any liability, loss, claim, demand and/or expense. However, in respect of third party concurrent wrongdoers, to the maximum extent permitted by law, part 4 of the Civil Liability Act 2002 (NSW) and any equivalent statutory provision in any other state or territory is excluded in relation to all and any rights, obligations or liabilities of either party under this agreement whether such rights, obligations or liabilities are sought to be enforced in contract, tort or otherwise.
   3. Without limiting the above, the respective rights, obligations and liabilities of the parties under this Agreement with respect to proportionate liability are as specified in this Agreement and not otherwise, whether such rights, obligations or liabilities are sought to be enforced by a claim in contract, in tort or otherwise.
10. Limitation and exclusion of liability
    1. In some cases, our liability to you is limited or excluded, including where circumstances beyond our control may impact on our ability to provide the Services or where such affect the quality of Deliverables.
    2. Except to the extent required by law:
       1. no party will be liable for any default, failure or delay resulting from a force majeure event beyond the reasonable control or that party (including, without limitation, war, terrorism, earthquake, fire, pandemic and government regulation or orders); and
       2. while we will take all reasonable care, we will not be liable for any default, failure or delay as a result of any manufacturer faults in any film stock or any camera, computer or other equipment, or for any file failure, computer virus or transfer error.
    3. To the maximum extent permitted by law, all implied terms, conditions, warranties, statements, assurances and representations in relation to the Services are expressly excluded. If any of the exclusions or limitations set out in this clause are illegal or void or if there has been a breach that cannot properly be excluded then, to the extent permitted by law, our entire liability (and your exclusive remedy) is limited, at our discretion, to:
       1. with respect to the supply of Deliverables:
          1. replacement of the Deliverable or the supply of an equivalent item;
          2. repair of the Deliverable;
          3. payment of the cost of replacing the Deliverable or of acquiring an equivalent item; or
          4. payment of the cost of having the Deliverable repaired;
       2. with respect to the supply of any other of the Services:
          1. re-supply of the Service; or
          2. payment of the cost of having the Service re-supplied.
11. Re-scheduling
    1. You may request to postpone the Services at any time up to 72 hours before the first of the Date/s and Time/s, provided you do so in writing to us. We will be entitled to charge a fee for cancellation or postponement at our discretion.
    2. We will work in good faith with you to re-schedule the Services, but reserve the right not to proceed with any re-scheduling if you postpone the Services more than twice.
    3. We may reschedule the Services in case of inclement weather which affects the quality of the Services or Deliverables or in case of emergency, including but not limited to, illness or death (of a employee or family member).
12. Termination
    1. Either party may terminate this Agreement at any time up to 7 days before the first of the Date/s and Time/s, provided it does so in writing to the other party.
    2. Either party may terminate this Agreement by written notice if the other party breaches this Agreement and fails to remedy the breach within 7 days after it has received written notice that states what the breach is and requiring that the breach be remedied.
    3. If we terminate this agreement under clause 12.2 as a result of your default:
       1. we may keep any monies you have already paid to us;
       2. you will pay for any Agreed Expenses already incurred by us in the provision of the Services; and
       3. we may invoice (and you will pay) for any work within the scope of the Services already performed by us at the hourly rates we charge for such services.
    4. This Agreement will terminate automatically if a party:
       1. enters into or resolves to enter into an agreement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them other than for the purposes of an amalgamation or reconstruction, or threatens to do so;
       2. goes into “administration” or appoints or has appointed a “liquidator” (as those terms are defined in the Corporations Act 2001) or threatens to do so; or
       3. ceases to carry on its day-to -day business activities.
    5. Termination of this Agreement will be without prejudice to any rights that may have accrued to a party, and all warranties, indemnities, and limitations of liability under this Agreement, and all obligations relating to dispute resolution and confidentiality survive termination.
13. Confidential information
    1. Each party must respect the confidentiality of any information of or about the other party of which it becomes aware, it must keep that information secure and, except to the extent that this Agreement permits the disclosure, it must not disclose that information to anyone else other than to that party’s financial advisers and lawyers.
14. Dispute resolution
    1. If a dispute arises in relation to this Agreement (including as to what this Agreement means, or its effect), each party will use best efforts to negotiate in good faith to resolve the matter. If the dispute is not resolved in 7 days (or such other time the parties agree to), then either may serve notice on the other requiring the matter to be referred to mediation administered by the Australian Disputes Centre (ADC).
    2. Any mediation through the ADC will be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at the time the matter is referred to ADC, and the terms of those guidelines are deemed incorporated into this agreement. Each party will meet its own costs of the mediation which (other than for urgent interlocutory relief) must be undertaken before commencing any litigation.
    3. This clause 14 shall survive termination of this Agreement.
15. Miscellaneous
    1. This Agreement is governed by New South Wales law, may only be adjudicated in the courts of New South Wales, and may only be amended by written agreement signed by both parties.
    2. This Agreement constitutes the entire agreement between us in relation to the Services, and supersedes all prior agreements, understandings and negotiations in respect of the matters dealt with in this Agreement.
    3. If a provision in the General Terms conflicts with a term in the Project Specific Terms, the provision in the Client Specific Terms prevails to the extent of the inconsistency.