REDGATE MEDIA

CLIENT TERMS & CONDITIONS

1. INTRODUCTION

These Client Terms & Conditions ("Terms") govern the provision of photography, videography, drone, editing and related creative services supplied by Redgate Media ("Redgate Media", "we", "our" or "us") to any individual, company or organisation engaging our services ("Client", "you" or "your").

These Terms apply to every quotation, booking and project undertaken by Redgate Media unless otherwise agreed in writing.

By accepting a quotation, paying a booking fee or invoice, providing written confirmation, or instructing Redgate Media to commence work, the Client acknowledges that they have read, understood and agree to be legally bound by these Terms.

2. DEFINITIONS

Unless the context otherwise requires:

Booking Fee means the non-refundable amount payable to secure a production date.

Business Day means a day other than a Saturday, Sunday or public holiday in Western Australia.

Client means the individual, company, partnership, trust or other legal entity engaging Redgate Media.

Deliverables means the final edited photographs, videos, graphics, animations or other media specified in the accepted Quotation.

Project means the services described in the accepted Quotation.

Quotation means the written proposal, estimate or quote issued by Redgate Media outlining the services, deliverables, pricing and applicable conditions.

Services means all professional services provided by Redgate Media including, but not limited to:

·                Videography

·                Photography

·                Drone Operations

·                Editing

·                Colour Grading

·                Motion Graphics

·                Animation

·                Branding Content

·                Social Media Content

·                Commercial Productions

·                Construction Progress Media

·                Product Photography

·                Real Estate Photography

·                Event Coverage

·                Content Strategy

·                Website Media

Terms means these Client Terms & Conditions.

3. ACCEPTANCE OF THESE TERMS

These Terms become legally binding immediately upon the first occurrence of any one of the following events:

a. the Client accepts a Quotation;

b. the Client pays a Booking Fee or any invoice issued by Redgate Media;

c. the Client provides written acceptance by email or another approved electronic communication platform;

d. the Client instructs Redgate Media to commence work;

e. Redgate Media commences work with the Client's knowledge or authority.

Electronic communications constitute valid acceptance for the purposes of these Terms.

No handwritten or electronic signature is required unless Redgate Media specifically requests one.

4. QUOTATIONS

4.1 Every Project undertaken by Redgate Media is based upon an accepted written Quotation.

4.2 Unless otherwise stated, Quotations remain valid for thirty (30) calendar days from the date of issue.

4.3 A Quotation will generally specify:

·                scope of work

·                filming hours

·                photography coverage

·                production dates

·                editing services

·                travel

·                drone operations

·                number of Deliverables

·                revision allowance

·                estimated turnaround time

·                licensing arrangements

·                Project Fee

4.4 Only the Services specifically listed within the accepted Quotation are included.

4.5 Any Services requested outside the accepted Quotation constitute a variation and may incur additional fees.

4.6 Redgate Media reserves the right to refuse any requested variation where it would materially alter the agreed Project scope, production schedule or delivery timeframe.

5. BOOKING CONFIRMATION

5.1 A production date is not reserved until:

·                the Quotation has been accepted; and

·                any required Booking Fee has been received.

5.2 Until both requirements have been satisfied, Redgate Media may accept bookings from other clients for the same production date.

5.3 Redgate Media will confirm the booking in writing once the booking has been secured.

5.4 Where no Booking Fee is required, written confirmation of the booking by Redgate Media constitutes confirmation of the production date.

6. FEES & PAYMENT

6.1 Project Fees

All pricing is specified within the accepted Quotation.

Unless otherwise stated:

Projects under $500

Full payment is required before work commences.

Projects between $500 and $2,500

30% Booking Fee

70% payable prior to final delivery.

Projects exceeding $2,500

50% Booking Fee

25% payable following production.

25% payable before final delivery.

6.2 Invoices

Invoices are payable within seven (7) calendar days unless otherwise specified on the invoice.

6.3 Late Payments

Where payment remains outstanding after the due date, Redgate Media reserves the right to:

·                suspend work;

·                withhold Deliverables;

·                refuse future bookings;

·                charge reasonable debt recovery costs;

·                recover interest permitted by applicable law.

6.4 Ownership

Legal ownership of all Deliverables remains with Redgate Media until all outstanding amounts have been paid in full.

No licence is granted to the Client until payment has been received.

7. CANCELLATION & RESCHEDULING

7.1 Booking Fee

Unless otherwise agreed in writing, all Booking Fees are non-refundable.

7.2 Client Cancellation

Where the Client cancels:

More than 30 days

The Booking Fee may, at Redgate Media's discretion, be transferred to another available production date.

14–30 days

The Booking Fee will be retained.

Less than 7 days

The Booking Fee will be forfeited.

7.3 Work Already Completed

Where planning, travel, filming, editing or other production work has already commenced before cancellation, Redgate Media may invoice the Client for all Services completed up to the cancellation date.

7.4 Rescheduling

One complimentary reschedule may be offered at Redgate Media's discretion, subject to availability.

Additional rescheduling requests may incur administration or production costs.

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8. CLIENT RESPONSIBILITIES

8.1 Information

The Client must provide Redgate Media with all information reasonably required to complete the Project, including project objectives, branding requirements, schedules, contact details and any other information requested.

Redgate Media is entitled to rely upon information supplied by the Client and is not responsible for errors resulting from inaccurate, incomplete or misleading information.

8.2 Permissions

Unless otherwise agreed in writing, the Client is solely responsible for obtaining all permissions, licences and approvals required for the Project, including but not limited to:

·                property owner approvals;

·                venue permissions;

·                council permits;

·                event organiser approvals;

·                talent or model releases;

·                intellectual property licences; and

·                any other required consents.

Redgate Media is not responsible for delays or losses arising from the Client's failure to obtain necessary approvals.

8.3 Safe Access

The Client must ensure Redgate Media has safe, timely and reasonable access to all agreed filming or photography locations.

Where access is delayed, restricted or prevented due to circumstances outside Redgate Media's control, Redgate Media may:

·                adjust the production schedule;

·                reduce the scope of work where necessary; or

·                charge additional production time at the applicable hourly rate.

8.4 Client Attendance

Where the Client or their nominated representative is required during production, they must be available to provide approvals and directions as reasonably required.

Failure to provide timely decisions may delay production and affect delivery timeframes.

8.5 Client-Supplied Materials

Where the Client supplies logos, branding, graphics, photographs, music, text or other materials, the Client warrants that they have the legal right to use those materials.

Redgate Media accepts no responsibility for any copyright infringement arising from Client-supplied content.

9. PRODUCTION SERVICES

9.1 Professional Standards

Redgate Media will perform the Services with reasonable care, skill and professionalism consistent with accepted industry standards.

Production methods remain at Redgate Media's discretion unless otherwise agreed in writing.

9.2 Production Schedule

Production dates and times are estimates unless expressly confirmed.

Reasonable adjustments may be required where circumstances beyond Redgate Media's control affect production.

9.3 Delays

Delays caused by factors outside Redgate Media's reasonable control include, but are not limited to:

·                late arrivals;

·                unavailable personnel;

·                venue restrictions;

·                weather conditions;

·                traffic;

·                site shutdowns;

·                restricted access;

·                client requests;

·                equipment inspections; and

·                emergency situations.

Where delays significantly extend production time, additional charges may apply.

9.4 Workplace Safety

Redgate Media reserves the right to suspend or cease production where conditions are considered unsafe.

Examples include:

·                hazardous work environments;

·                unsafe structures;

·                aggressive behaviour;

·                electrical hazards;

·                heavy machinery operating without adequate controls;

·                unsafe heights;

·                exposure to hazardous substances;

·                severe weather; or

·                any circumstance presenting an unacceptable safety risk.

Where production is suspended for safety reasons beyond Redgate Media's control, no refund is payable for time already incurred.

10. WEATHER

Many productions depend upon suitable weather conditions.

Where weather conditions are considered unsafe or unsuitable for achieving the intended creative outcome, Redgate Media may postpone or reschedule production.

Examples include:

·                heavy rain;

·                lightning;

·                flooding;

·                high winds;

·                bushfire smoke;

·                excessive heat;

·                poor visibility; or

·                other adverse weather conditions.

Weather-related postponements do not constitute cancellation.

Where reasonably possible, Redgate Media will work with the Client to arrange an alternative production date.

11. EQUIPMENT & TECHNICAL FAILURE

Redgate Media maintains professional-grade equipment and implements reasonable backup procedures to minimise the risk of technical failure.

Despite these precautions, technical issues may occur, including but not limited to:

·                equipment malfunction;

·                media corruption;

·                accidental data loss;

·                battery failure;

·                storage failure; or

·                unforeseen technical faults.

Where reasonably possible, Redgate Media will:

·                re-perform the affected Services; or

·                provide an appropriate partial refund relating to the affected portion of the Project.

To the fullest extent permitted by law, Redgate Media is not liable for indirect or consequential losses arising from technical failures.

12. DRONE OPERATIONS

Where aerial photography or videography forms part of the Services, all drone operations will be conducted in accordance with applicable Australian laws and Civil Aviation Safety Authority (CASA) requirements.

Drone operations remain subject to:

·                weather conditions;

·                airspace restrictions;

·                temporary flight restrictions;

·                property owner approvals;

·                local government requirements;

·                safety considerations; and

·                any other legal restrictions.

Redgate Media does not guarantee that every requested aerial shot can be captured.

Where drone operations cannot proceed for legal or safety reasons, Redgate Media may substitute alternative ground-based footage where appropriate.

13. CREATIVE DIRECTION

The Client acknowledges that Redgate Media has been engaged for its professional creative expertise.

Accordingly, Redgate Media retains creative discretion regarding:

·                camera placement;

·                composition;

·                framing;

·                lighting;

·                shot selection;

·                editing style;

·                colour grading;

·                transitions;

·                pacing;

·                storytelling;

·                licensed music selection; and

·                other artistic decisions.

Creative decisions made in good faith shall not constitute defective performance.

Requests that substantially alter the agreed creative direction after production has commenced may be treated as a variation and charged accordingly.

14. EDITING SERVICES

Editing commences only after production has concluded unless otherwise agreed.

Editing services may include:

·                colour correction;

·                colour grading;

·                audio enhancement;

·                licensed music;

·                motion graphics;

·                logo animation;

·                subtitles;

·                graphics;

·                titles;

·                export formatting; and

·                platform-specific formatting.

Unless expressly included within the Quotation, raw footage is not supplied.

Raw footage remains the exclusive property of Redgate Media.

15. REVISION POLICY

Unless otherwise stated within the Quotation, each Project includes two (2) rounds of revisions.

A revision consists of reasonable adjustments to an existing edit, including:

·                text changes;

·                replacing supplied media;

·                trimming clips;

·                music substitutions;

·                colour adjustments; or

·                similar minor modifications.

The following constitute additional work and may incur additional charges:

·                changing the approved concept;

·                requesting additional filming;

·                major restructuring of edits;

·                requesting multiple alternative versions;

·                adding new deliverables;

·                changes resulting from inaccurate information previously supplied by the Client.

Additional revisions are charged at Redgate Media's current hourly editing rate.

16. DELIVERY

Final Deliverables will generally be supplied electronically unless otherwise agreed.

Delivery methods may include:

·                secure cloud download;

·                client portal;

·                USB storage device (additional charges may apply); or

·                Client-supplied storage devices.

Estimated delivery timeframes are provided within the Quotation and are estimates only.

Delivery timeframes may be extended where delays occur due to:

·                Client response times;

·                requested revisions;

·                variations to scope;

·                supplier delays;

·                force majeure events; or

·                other circumstances outside Redgate Media's reasonable control.

The Client is responsible for reviewing Deliverables promptly upon receipt and must notify Redgate Media of any issues within seven (7) days of delivery.

Excellent. This final section is the most important from a legal protection perspective. It covers ownership, liability, disputes, and the legal relationship between Redgate Media and the client.

17. ARCHIVING & FILE RETENTION

17.1 Archive Period

Following final delivery, Redgate Media will generally retain Project files for approximately ninety (90) days.

This archive period is provided as a courtesy only and does not create an obligation to permanently retain Project files.

17.2 File Deletion

Following the archive period, Redgate Media may permanently delete any Project files, including but not limited to:

·                raw footage;

·                photographs;

·                editing project files;

·                graphics;

·                exports;

·                backup copies; and

·                associated production assets.

The Client acknowledges that deleted files may be irretrievable.

17.3 Client Backups

The Client is solely responsible for maintaining backup copies of all Deliverables following delivery.

Requests to recover archived files after the archive period cannot be guaranteed and may incur retrieval or restoration fees.

18. COPYRIGHT

Unless otherwise agreed in writing, all intellectual property rights and copyright in any material created by Redgate Media remain the property of Redgate Media.

This includes, but is not limited to:

·                photographs;

·                videos;

·                edits;

·                graphics;

·                animations;

·                motion graphics;

·                project files;

·                creative concepts;

·                production assets; and

·                other original works.

Payment for Services does not transfer copyright ownership.

Nothing in these Terms prevents Redgate Media from exercising its rights under the Copyright Act 1968 (Cth).

19. LICENCE TO USE DELIVERABLES

Upon receipt of full payment, Redgate Media grants the Client a non-exclusive, non-transferable, perpetual licence to use the final Deliverables for the purposes specified within the accepted Quotation.

Unless otherwise agreed in writing, the Client may:

·                publish Deliverables;

·                display Deliverables on websites;

·                use Deliverables on social media;

·                include Deliverables in advertising;

·                print marketing materials;

·                display Deliverables within their business.

The Client must not:

·                resell the Deliverables;

·                sublicense the Deliverables;

·                claim authorship;

·                remove copyright notices where present;

·                materially alter the Deliverables in a manner likely to damage Redgate Media's reputation; or

·                provide Deliverables to another production company for substantial re-editing without Redgate Media's prior written consent.

20. PORTFOLIO & PROMOTIONAL USE

Unless otherwise agreed in writing before production commences, the Client grants Redgate Media permission to use completed Deliverables for legitimate promotional purposes.

This includes:

·                website portfolio;

·                social media;

·                printed marketing material;

·                presentations;

·                competitions;

·                awards;

·                advertising;

·                educational purposes; and

·                business development.

Where the Client requires confidentiality, such confidentiality must be agreed in writing before production.

Where confidentiality has been agreed, Redgate Media will not publish confidential Deliverables except where required by law.

21. CONFIDENTIALITY

Each party agrees to keep confidential all non-public information obtained during the Project.

Confidential Information includes, without limitation:

·                pricing;

·                business strategies;

·                customer information;

·                financial information;

·                internal documents;

·                marketing plans;

·                trade secrets;

·                unpublished media; and

·                commercially sensitive information.

Neither party shall disclose Confidential Information except:

·                with prior written consent;

·                where disclosure is required by law; or

·                where disclosure is reasonably necessary to obtain professional legal, accounting or insurance advice.

This obligation survives completion or termination of the Project.

22. CLIENT WARRANTIES

The Client warrants that:

·                all information supplied is accurate;

·                they have authority to engage Redgate Media;

·                all necessary permissions have been obtained;

·                all supplied materials may lawfully be used;

·                Client-supplied materials do not infringe any intellectual property rights;

·                persons appearing in the production have provided any required consent.

The Client indemnifies Redgate Media against claims arising from Client-supplied content.

23. THIRD-PARTY SUPPLIERS

Redgate Media may engage appropriately qualified third-party suppliers where necessary.

These may include:

·                photographers;

·                videographers;

·                editors;

·                licensed drone operators;

·                graphic designers;

·                voice-over artists;

·                animators;

·                musicians;

·                translators;

·                equipment hire providers.

While Redgate Media will exercise reasonable care in selecting suppliers, Redgate Media is not responsible for delays or failures outside its reasonable control.

24. LIMITATION OF LIABILITY

To the maximum extent permitted by law, Redgate Media's total aggregate liability arising from or relating to any Project shall not exceed the total amount paid by the Client for that Project.

To the extent permitted by law, Redgate Media excludes liability for:

·                indirect loss;

·                consequential loss;

·                loss of profits;

·                loss of business opportunity;

·                reputational damage;

·                loss of goodwill;

·                data loss;

·                delays caused by third parties;

·                social media platform outages;

·                changes to third-party platform functionality or algorithms.

Nothing in these Terms excludes any consumer guarantee or other right that cannot lawfully be excluded under the Australian Consumer Law.

25. INDEMNITY

The Client indemnifies and holds harmless Redgate Media, its employees, contractors and representatives against any claim, liability, damage, loss, cost or expense arising from:

·                inaccurate Client information;

·                unsafe production locations;

·                Client-supplied materials;

·                breach of these Terms;

·                unlawful use of Deliverables by the Client;

·                failure to obtain required approvals or permissions.

26. FORCE MAJEURE

Neither party shall be liable for failure or delay in performing obligations where such failure results from circumstances beyond reasonable control.

Examples include:

·                natural disasters;

·                flood;

·                bushfire;

·                severe weather;

·                pandemic;

·                government restrictions;

·                industrial action;

·                civil unrest;

·                war;

·                terrorism;

·                power outages;

·                internet failures;

·                transportation disruption;

·                serious illness;

·                theft or damage to essential equipment.

Where reasonably practicable, both parties will cooperate to reschedule the Project.

27. INDEPENDENT CONTRACTOR

Redgate Media provides all Services as an independent contractor.

Nothing contained within these Terms creates:

·                employment;

·                partnership;

·                agency;

·                joint venture; or

·                fiduciary relationship.

28. REDGATE MEDIA INTELLECTUAL PROPERTY

Unless expressly agreed otherwise in writing, Redgate Media retains ownership of all internal business assets and production resources, including:

·                editing workflows;

·                templates;

·                presets;

·                LUTs;

·                graphics;

·                animation assets;

·                production methodologies;

·                design files;

·                pricing models;

·                documentation;

·                business systems.

Only the Deliverables specified in the accepted Quotation are licensed to the Client.

29. COMMUNICATIONS

The Client agrees that Project communications may occur through:

·                email;

·                telephone;

·                SMS;

·                approved messaging platforms;

·                video conferencing.

Instructions provided through these methods are deemed authorised Project instructions unless the Client advises otherwise.

30. TERMINATION

Either party may terminate the Project where the other party:

·                commits a material breach of these Terms;

·                becomes insolvent;

·                engages in unlawful conduct; or

·                behaves in an abusive, threatening or unsafe manner.

Termination does not affect any accrued rights or obligations.

The Client remains liable for payment of all Services completed up to the termination date.

31. DISPUTE RESOLUTION

If a dispute arises, the parties agree to:

1.    first attempt to resolve the dispute through good-faith negotiations;

2.    if unresolved, participate in mediation before commencing court proceedings, unless urgent legal relief is required.

Each party will bear its own legal costs unless otherwise determined by law or agreement.

32. GOVERNING LAW

These Terms are governed by the laws of Western Australia.

The parties submit to the exclusive jurisdiction of the courts of Western Australia.

33. ENTIRE AGREEMENT

These Client Terms & Conditions, together with the accepted Quotation and any documents expressly incorporated by reference, constitute the entire agreement between Redgate Media and the Client in relation to the Project.

Any prior discussions, negotiations, representations or agreements relating to the Project are superseded by these Terms and the accepted Quotation unless expressly incorporated in writing.

Any amendment to these Terms or the accepted Quotation must be made in writing and agreed by both parties.

34. CONTACT DETAILS

For questions regarding these Client Terms & Conditions or the Services provided by Redgate Media, please contact:

Redgate Media

Website: www.redgatemedia.com.au

Email: hello@redgatemedia.com.au

Phone: +61 402 565 804

ABN: 81 898 657 233