TERMS AND CONDITIONS

Definitions

In these Terms and Conditions:

Agreement means the agreement formed as contemplated by clause 2 below between Ampel and the Client comprising these Terms and Conditions of Service and the Proposal.

Ampel means Ampel Pty Ltd ABN 92 631 094 221 of 11/70 Cowper Street, Randwick, NSW, 2031.

Ampel IP means any content or materials (if any) of any nature created by or on behalf of Ampel that are not specifically related to the Services.

Ampel Materials means any content or materials (if any) of any nature created by or on behalf of Ampel specifically for the purpose of such content or materials forming part of the Deliverables but excludes Ampel IP.

Client means the client set out in the Proposal.

Client Materials means any content or materials (if any) of any nature provided by the Client to Ampel for incorporation in the Deliverables including those set out in the Proposal.

Deliverables means the deliverables (if any) set out in the Proposal

Expenses means the expenses set out in the Proposal.

Fee means the fee set out in the Proposal.

Intellectual Property Rights means all industrial and intellectual property rights of whatever nature throughout the world conferred under statute, common law or equity, whether existing now or at any time in the future, and includes rights in respect of or in connection with copyright, inventions (including patents), formulae, databases, business processes and methods, trade marks, service marks, business names, trade names, domain names, designs, confidential information, trade secrets and know-how and similar industrial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for or renew the registration of such rights.

Payment Schedule means the payment schedule set out in the Proposal.

Proposal means the proposal for the provision of services by Ampel to the Client to which these Terms and Conditions of Service are attached.

Services means the services set out in the Proposal.

Special Conditions means the special conditions (if any) set out in the Proposal.

Third Party Materials means any content or materials (if any) of any nature licensed by Ampel from a third party and included in the Deliverables.

1. Formation of Agreement

(a) The Proposal forms an offer by Ampel to provide the Services on the terms and conditions of the Agreement.

(b) If the Client delivers a copy of the Proposal signed by the Client to Ampel within 30 days of the date of the Proposal, a binding contract on the terms and conditions of the Agreement is formed between the Client and Ampel.

(c) To the extent of any inconsistency between these Terms and Conditions and the Proposal, the following precedence is to be given in relation to interpretation:

(i) first, the Special Conditions;

(ii) second, Terms and Conditions; and

(iii) third, the Proposal.

2. Services

(a) Ampel will provide the Services to the Client in accordance with the terms of the Proposal.

(b) Ampel will use reasonable efforts to provide the Services to the Client in accordance with the timeline agreed by the parties.

3. Fees, Expenses and payment

(a) The Client must pay to Ampel the Fee in accordance with the Payment Schedule.

(b) The Client must reimburse Ampel the Expenses in accordance with the reimbursement procedure set out in the Proposal.

(c) Any payments made in accordance with the Agreement are exclusive of GST and any and all applicable taxes, charges and levies.

(d) The Client must make all payments under the Agreement in full without deduction, counter-claim or set-off.

(e) Generally, Ampel’s payment terms are 50% on signing within 7 days, with the final 50% payment payable within 14 days of the job’s completion. However for projects over $200k, payment terms will be provided for approval.

(f) Should the production not go ahead after approval, the project cancellation fee will be 25% of the project cost, plus any expenses incurred. If the project delivery is delayed, additional costs may apply for producer / project management. In this circumstance, it may mean that The Client may pay more than 100% of the budget.

(g) Ampel’s standard budget includes 2 rounds of agency feedback for the first deliverable and 1 round for each other episode. For the client, they have 2 rounds of major feedback for the first deliverable, with 1 round of feedback for subsequent deliverables.

(h) Any additional rounds of feedback will incur extra costs, starting at $480 + GST for 2 hours, and from $250 per hour thereafter.

(i) Any extra costs incurred such as additional music, sound effects, voiceovers or editing not included in the proposal will be agreed to before work commences.

(i) Ampel will work in good faith to avoid extra fees beyond the scope of the agreed Proposal.

4. Intellectual Property

(a) Subject to Ampel receiving payment of the Fee in full as contemplated by clause 3 above, Ampel will assign all Intellectual Property Rights in and to the Ampel Materials to the Client.

(b) Except as expressly agreed by Ampel in writing, Ampel licenses the Third Party Materials and Ampel IP to the Client for the sole purposeof using the Third Party Materials and Ampel IP as incorporated in the Deliverables and as contemplated by the Proposal.

(c)The Client grants Ampel the right to use the Client Materials for the purposes of providing the Services and creating the Deliverables as contemplated by the Proposal.

(d) The Client represents and warrants to Ampel that it has the right to grant the rights granted under sub-paragraph (c) above and tha Ampel’s use of the Client Materials will not infringe any third party’s Intellectual Property Rights or other rights.

(e) The Client indemnifies Ampel against all losses, liabilities, damages and claims, and all related costs and expenses (including any and all reasonable legal fees and reasonable costs of investigation litigation, settlement, judgment, appeal, interest and penalties) arising from a breach of the warranty given by the Client under sub-clause (d) above.

(f) If Ampel produces materials through the provision of the Services that are not included in the Deliverables:

(i) upon the Client’s written request, Ampel will provide copies of such materials to the Client; and

(ii) Ampel will grant the Client a non-exclusive licence to use such materials on terms agreed by the parties in good faith.

(iii) Ampel will work in good faith to avoid extra fees in creating extra deliverables however should fees be incurred these will be advised in advance.

(g) Any idea that Ampel pitches to The Client but is not approved, remains 100% the property of Ampel.

5. Liability

(a) To the maximum extent permitted by law:

(i) except as expressly set out in the Proposal:

(A) Ampel makes no representations or warranties to the Client;

(B) Ampel hereby excludes all representations, warranties, terms and conditions whether express or implied (and including without limitation, those implied by statute, custom, law or otherwise);

(ii) Ampel’s cumulative liability to the Client for all claims made by the Client under or in relation to the Agreement will not exceed in aggregate the amount actually paid by the Client to Ampel in respect of the Proposal;

(iii) Ampel will not be liable to the Client in respect of any claim for any loss of profit, data, goodwill or business, for interruption to business, for any failure to realise anticipated savings or for any consequential, indirect, special punitive or incidental damages.

(b) Certain legislation may imply warranties or conditions, impose obligations or give statutory guarantees (together, “Statutory Provisions”) which cannot be excluded, restricted or modified except to a limited extent. The Agreement must be read subject to the Statutory Provisions. If the Statutory Provisions apply, notwithstanding any other provision of the Agreement, to the extent to which Ampel is entitled to do so, Ampel limits its liability in respect of any claim to:

(i) in the case of goods, at Ampel’s option:

(A) the replacement of the goods or the supply of equivalent goods;

(B) the repair of the goods;

(C) the payment of the cost of replacing the goods or acquiring equivalent goods; or

(D) the payment of having the goods repaired; and

(ii) in the case of services, at Ampel’s option:

(A) the supply of the Services again; or

(B) the payment of the cost of having the Services supplied again.

6. Suspension of Services and Termination

(a) Without limiting any of Ampel’s other rights, Ampel may suspend the provision of some or all of the Services if the Client does not make payment as contemplated by clause 3 above.

(b) Ampel will have not liability to the Client whatsoever in the event of a suspension of the Services as contemplated by sub-clause (a) above.

(c) Ampel may terminate the Agreement with immediate effect by notice in writing to Client upon the occurrence of any of the following:

(i) Ampel becomes aware that the Client Materials infringe or may infringe a third party’s Intellectual Property Rights or other rights;

(ii) the Client commits a breach of the Agreement that is remediable and fails to remedy the breach within 7 days of written notice from Ampel requiring the Client to do so;

(iii) the Client commits a breach of the Agreement that is incapable of remedy; or

(iv) the Client undergoes any form of insolvency event.

(d) If the Agreement is terminated for any reason:

(i) all payments to be made by the Client to Ampel become due and payable to Ampel on the date of termination; and

(ii) clauses 3, 4, 5, 7, 8 and this clause 6 survive termination or expiry of the Agreement.

7. Confidentiality

The terms of the Agreement are confidential and must not be disclosed by the Client to any third party other than the Client’s professional advisers, or as required by law, without the prior written consent of Ampel.

8. General

(a) The Client acknowledges that Ampel may subcontract the provision of the Services.

(b) A party may only assign the Agreement or a right under the Agreement with the prior written consent of the other party.

(c) The Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

(d) If the whole or any part of a provision of the Agreement is invalid or unenforceable in a jurisdiction it must, if possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable. If however, the whole or any part of a provision of the Agreement is not capable of being read down, it is severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of the Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

(e) A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise by a party of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

(f) Except where the Agreement expressly states otherwise, the Agreement does not create a relationship of employment, trust, agency or partnership between the parties.

(g) The Agreement will be governed by and construed in accordance with the law for the time being in force in New South Wales and the parties, by entering into the Agreement, are deemed to have submitted to the non-exclusive jurisdiction of the courts of that State.