Agreement means an agreement between AVPartners (we) and the Client (you) containing the terms of AVPartners’ provision of Services for an Event and includes these Terms and Conditions and the Event Proposal.

Claim includes all present and future claims (including but not limited to third party claims), suits, actions, demands, litigation, proceedings or threats whether:

(a) criminal, administrative or by way of arbitration or expert determination; or

(b) before any court, arbitrator, expert, tribunal, board commission, authority, agency, department or officer.

Client means a client who has entered into an Agreement for the provision of Services.

Deposit means any deposit paid by a Client in accordance with the Payment Schedule or Event Proposal.

Equipment means the audiovisual, staging, production equipment owned, leased or provided for use at the Event by AVPartners.

Event means an event or function in respect of which AVPartners is engaged to provide Services, whether held at a Venue or otherwise.

Fees means AVPartners’ fees for the provision of Services for an Event as specified in the Agreement for that Event, including any Deposit.

Indemnified Parties means for each party, that party, its officers, employees, contractors and related entities (and their officers, employees and contractors), and, in the case of the Venue, its manager.

Loss means all loss (excluding indirect or consequential loss), costs (including legal costs on a full indemnity basis), expenses, penalties and liabilities regardless of when or how these losses are suffered or incurred.

Multimedia Product means the multimedia product to be developed as described in the Event Proposal.

Payment Schedule means the Payment Schedule detailed in clause 15 and forming part of these Terms and Conditions.

Third Party Materials means textual, graphical, audio or like materials, together with any software, which are incorporated into the Multimedia Product.

Venue means any Hotel location or Convention Centre at which the Event is to be held and at which AVPartners is contracted to provide the Services.

These Terms and Conditions will be considered to be accepted by the acceptance of the Event Proposal.

We will ensure that our staff are suitably qualified and skilled for the performance of the Services.

Unless we agree otherwise, we will not be obliged to provide to you any additional services that are not specified in the Event Proposal. If we agree to provide you with additional services, the Fees will be increased to include our fees and expenses for those additional services.

You acknowledge that we may engage contractors to provide all or part of the Services. We are responsible for our contractors.

We reserve the right to terminate the provision of all or any part of the Services, at any time without notice and without any liability to you or any other person if we consider in our absolute discretion that the provision of the Services for the Event may:

All equipment required as part of the delivery of service as documented in the Event Proposal for your event will be provided. If AVPartners has a shortage of equipment or the required equipment is out of commission at the time of your event, AVPartners will source alternative equipment of equivalent or better quality at no additional cost to you.

(b) identify and provide any specific logos, designs and graphic and related materials to be incorporated into the Multimedia Product; and

(c) provide any other information, ideas or suggestions which are to be expressly considered by us in creating the Multimedia Product,

(a) Until five days before the Event Date, you may request up to three revisions or similar to the Multimedia Product at no additional cost. Should you request more than three changes, we may charge additional Fees of $175 per hour (exclusive of GST).

(b) If you wish to request a change to the Multimedia Product within five days of the Event Date, we will designate an individual to be dedicated to the Multimedia Product and action such changes. To account for the significant interruption to our workflows, this will incur additional Fees of $2,000 per day (exclusive of GST).

(c) Other multimedia development services outside the scope of the Event Proposal will incur additional Fees of $175 per hour (exclusive of GST).

We undertake to ensure that any material provided by us that is incorporated into the Multimedia Product:

(b) is not obscene, offensive, upsetting, defamatory, personally offensive or in any way unsuitable for people under the age of 18 years; and

Nothing in this clause 4 affects our right to exercise our own judgment and utilise our creative skills as we consider most appropriate in order to develop the Multimedia Product in accordance with the Event Proposal. Without limiting this statement, we may exercise our total creative discretion in developing the Multimedia Product to the extent that the exercise of such discretion is not inconsistent with your reasonable instructions and the Event Proposal.

You must pay the Fees in accordance with this clause 5, the Event Proposal and as set out in the Payment Schedule.

We will have no obligation to release the Multimedia Product to you until full payment of Fees is received in accordance with clause 5.6.

(a) for Events conducted at a Venue, you must pay all Fees and other amounts payable by you under this Agreement to the Venue operator in accordance with the invoice issued to you by the Venue operator; or

(b) for Events not conducted at a Venue, you must pay all Fees and other amounts payable by you under this Agreement to us in accordance with the invoice issued to you by us.

(b) if you request us to provide different services to those specified in the Event Proposal;

If you do not pay any Deposit or part payment by the due date for that payment, we may immediately terminate this Agreement for the provision of Services by written notice to you, and we will have no liability to you or any other person in relation to termination of this Agreement.

You must reimburse us for all reasonable expenses and costs (including but not limited to legal costs and debt recovery costs) incurred by us or the Venue operators, or for which we or the Venue operators are liable, in recovering any and all overdue amounts payable under this Agreement.

All payments you are required to make under this Agreement will only be deemed to be received when cleared funds are received by us or the Venue operator (as applicable). You must make all payments in full and without any set-off or abatement.

We may charge interest at the rate of 10% per annum (calculated daily) on any overdue amounts up until the date that payment is received.

We may set-off any amounts you are required to pay under this Agreement (including cancellation fees) against any amounts that you have already paid to us.

If you cancel the provision of the Services at any time after you have signed the Event Proposal, you must at the time of cancellation pay us an amount equal to:

(a) if you cancel before we provide the first draft of the Multimedia Product: 15% of all non-refundable or non-cancellable costs or liabilities incurred by us which relate to the Services or the Event;

(b) if you cancel after we provide the first draft of the Multimedia Product, but earlier than 14 days before the Event Date: 75% of all non-refundable or non-cancellable costs or liabilities incurred by us which relate to the Services or the Event; or

Subject to clauses 7.2 and 7.3, Intellectual Property Rights in the Multimedia Product will vest in you.

Despite clause 7.1, you acknowledge that there is no assignment of Intellectual Property Rights in any of our pre-existing material (including but not limited to our software, documentation, templates and data) which is incorporated into or used in the course of developing the Multimedia Product.

(a) We will be responsible for obtaining all necessary permissions, authorisations, licences and consents (Licences) in relation to the use and incorporation of Third Party Materials into the Multimedia Product for the purposes of the Event.

(b) You will be responsible for payment of all royalties or licence fees associated with the use of a third party's intellectual property rights in connection with the Multimedia Product.

(c) If you use the Third Party Materials or any other third party intellectual property in a way that is outside the scope of the Licences (including use in connection with an event other than the Event):

(ii) you indemnify us and our Indemnified Parties against all liabilities incurred by us or our Indemnified Parties arising from such use.

Expressions in this clause which are not defined in this Agreement but which are defined in the GST Act have the same meaning as in that Act.

Unless otherwise expressly stated, all amounts, prices, values or other sums payable or to be provided under this Agreement are exclusive of GST.

(a) the recipient of the taxable supply must pay to the supplier an amount equal to the GST payable on the taxable supply in addition to and at the same time as payment for the taxable supply is required to be made under this Agreement; and

(a) the party is able to enter into and fulfil their obligations under this Agreement;

(b) the person signing the Event Proposal has full power and authority to enter into this Agreement on behalf of the party; and

(c) the party is not entering into this Agreement on the basis of any representations, promise or undertaking provided by the other party or on behalf of the other party, unless that representation, promise or warranty is expressly stated in this Agreement or the Event Proposal.

If you request us to record, stream, or otherwise reproduce or communicate to the public any part of the Event (Streaming), you must obtain and maintain, at your own cost, all necessary rights and licences (including sub-licences) to any necessary intellectual property rights (including the copyright subsisting in any music, literary works, or sound recordings) and must grant a sublicence to, or procure a licence for, AVPartners on equivalent terms, to enable AVPartners to undertake the Streaming.

The Venue operators may require you to hold public liability or other insurance for the Event. We hold public liability and other insurance and you acknowledge that such insurance will not extend to your own liability in respect of the Event. You warrant that you have made your own enquiries regarding your public liability exposure and other risks arising from the Event and whether insurance to cover such risks is desirable.

Each party indemnifies and will keep indemnified the Indemnified Parties against any and all Claims or Loss arising from the party's negligence, misconduct and/or breach of any of the party's obligations or warranties under this Agreement.

(b) if the other party is in breach of any of their obligations or warranties under this Agreement provided that, if the breach is capable of being remedied, the party not in breach may elect to give the other party notice specifying the breach and requiring its remedy within a reasonable time, and in such case the party not in breach may terminate this Agreement if the party in breach has not rectified the breach within the time specified in such notice;

(c) the other party has a receiver, receiver and manager, trustee in bankruptcy, administrator, liquidator or controller appointed; or

(d) a party determines or suspects on reasonable grounds that the other party is unable to pay their debts as and when they fall due.

(a) If we terminate this Agreement under clause 11.1, you will be deemed to have cancelled the provision of the Services, and the provisions of clause 6 regarding payment of cancellation fees will apply.

(b) If you terminate this Agreement under clause 11.1, we will be required to refund you all monies paid by you under this Agreement.

Termination of this Agreement does not prejudice any rights or entitlements of a party which have accrued before termination.

All terms, conditions and warranties implied into this Agreement by statute, common law or otherwise, and all liability for Loss arising in any way except to the extent caused by our negligence, are excluded from this Agreement except where to do so would contravene any statute or cause any part of this Agreement to be void or unenforceable.

Nothing in this Agreement excludes, restricts or modifies any right or remedy, guarantee, warranty or any legislation that cannot lawfully be excluded or limited, including under the Australian Consumer Law.

To the extent that we cannot lawfully exclude liability under clause 12.1, our liability relating to or arising from or in respect of the Services is limited to (at our option):

(a) in the case of goods (including the Multimedia Product), replacing or repairing the goods, or paying the cost of having the goods replaced or repaired; and

(b) in the case of services, re-supplying the services, or paying the cost of having the services resupplied.

To the extent permitted by law, any other liability arising from the Event or relating to this Agreement is your responsibility.

(a) If a party is prevented from or delayed in complying with an obligation under this Agreement by an event beyond that party's reasonable control (including acts of God, acts of war, breakdown or destruction of plant and equipment, strike or lock-out, border closures, Government shut-downs or pandemic) (Force Majeure Event), performance of that obligation is suspended during the time and only to the extent that compliance is prevented or delayed.

(b) Neither party will be liable to the other party for any loss, damage, cost or expense incurred as a result of or arising from such delay or failure to comply as a result of a Force Majeure Event.

(c) If an Event cannot be held on the Event Date as a result of a Force Majeure Event, we will use all reasonable endeavours to provide the Services on a mutually acceptable further Event Date, and any Deposit paid by you for the original Event will be applied towards the Fees for the postponed Event provided always that such postponed Event takes place within 12 months of the original Event Date.

In relation to its subject matter this Agreement (including the Event Proposal):

(a) any failure to enforce or a delay in enforcing any right under this Agreement does not constitute a waiver of those rights; and

(b) a partial exercise of a right does not preclude any further exercise of that or any other right.

If any provision of this Agreement is held to be void, prohibited, invalid or unenforceable in any jurisdiction:

(a) that provision is ineffective to the extent of the prohibition, invalidity or unenforceability in that jurisdiction;

(b) the validity or enforceability of that provision is not affected in any other jurisdiction; and

Neither party will assign this Agreement without the prior written consent of the other party provided that if for any reason we cease providing multimedia development services at the Venue, we will be entitled to assign any of our obligations under this Agreement, or novate this Agreement, to any new multimedia development services provider for the Venue.

You must do everything reasonably necessary to give effect to this Agreement and the transactions contemplated by it, including the execution of documents.

This Agreement is governed by the law in force in the State or Territory in which the Services are provided and the parties submit to the non-exclusive jurisdiction of the courts of or exercising jurisdiction in the State or Territory in which the Services are provided.

The parties must use their best endeavours to cooperatively resolve a dispute arising from this Agreement.

AVPartners may photograph, film or record your event. AVPartners reserves the right to use this media for promotional purposes.

Where two or more parties have an obligation or liability under this Agreement, the obligation or liability is joint and several.

Clauses 3.4 to 10 (inclusive), 11.2, 11.3 and 12 to 14 (inclusive) survive the completion of the Services or the earlier termination of this Agreement.

These terms and conditions may only be varied with the prior written consent of each party.

AVPartners uses reasonable endeavours to ensure that its supply chain is free from forced labour, child labour, human trafficking or other forms of modern slavery.

Each party agrees to keep confidential any information designated by that party as commercially sensitive and/or confidential or which by the nature of such information would reasonably be considered to be commercially sensitive and/or confidential (Confidential Information) and will not disclose or permit to be disclosed any such Confidential Information other than as required by law or with the prior written consent of the other party.

If there is any inconsistency between the Event Proposal and these terms and conditions, the Event Proposal will prevail to the extent of the inconsistency.

(i) an individual or person includes a corporation, partnership, venture, association, authority, trust, state or government;

(ii) a document including this Agreement, is to that document as amended, novated, renewed, substituted or supplemented at any time;

(iv) time is to time in the State or Territory in which the service is provided, Australia

(b) All capitalised expressions used in these terms and conditions have the meaning given to them on the front page.

(c) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning.

(e) including and similar expressions are not to be treated as words of limitation.

(f) an obligation not to do something includes an obligation not to cause and not to permit it to be done.

(g) where consent or approval is required under this Agreement the requirement will mean the prior written consent or approval; and

(h) this Agreement is not to be construed against us because we were responsible for the preparation of this Agreement.

(i) if the Event is not being held at a Venue, by no later than 30 days prior to the Event Date; or

(ii) if the Event is being held at a Venue: within 14 days of quote acceptance or otherwise in accordance with the Venue's deposit schedule, but in any event by no later than 30 days prior to the Event Date.

(b) Balance: to be paid by not less than 7 days prior to the Event Date (if the Event is not being held at a Venue) or balance to be paid in accordance with the Event Proposal (if the Event is being held at a Venue).

AVPartners Multimedia Terms & Conditions

Updated 23 October 2024