Blue Velvet Creative Terms of Business

The purpose of this document is to set out the terms and conditions which govern the work that I will do for you. 

1. Acceptance of these terms: You may accept these terms and conditions: (1) in writing or via email; (2) by signing and returning a copy of these terms and conditions; (3) or by conduct, by paying a deposit, using any materials provided under this agreement or booking or receiving a service. If you do not agree with any part of these terms and conditions, I cannot provide you any services. 

2. Services: 

1. I will provide services in accordance with these terms and conditions. This may include Social Media Management, Content Creation and Wedding Content Creation as well as any trial periods, revisions and edits agreed in the Service Details. 

2. I will do my best to ensure that services are provided to a high standard in terms of both skills and integrity. However, I do not warrant that the services provided will be fit for any particular purpose unless discussed in advance and agreed in writing.

3. Your responsibilities: you must (and are solely responsible for): 

1. keep your own back ups and copies of your original files and any materials I provide to you. I cannot guarantee that I will keep or protect any files;

2. ensuring that you have all required consents and authorisations for me to provide my services. You will indemnify me for any breach of this clause 3(b);

3. providing any Inputs set out in the Service Details;

4. providing any information necessary for me to provide the services (for example, social media usernames and passwords, style guides or content guidelines);

5. being available for meetings as set out in the Service Details;

6. correctly notifying me of the services you require. This includes ensuring that you are booking the correct services for your occasion; 

7. (where your booking is not at my studio) providing an adequate space and facilities to provide my services. Including complying with any requirements tell you in advance and in writing; and

8. ensuring a safe working environment. This includes ensuring that I do not suffer any verbal or physical abuse.

If you fail to meet any of these requirements promptly and in accordance with the Service Details, I may cancel your booking with immediate effect or charge an additional fee at my sole discretion. You will not be entitled to a refund for cancelled services. 

1. Delays: I will not be responsible for any delays to the extent that you caused or contributed to the delay. For example, by failing to provide Inputs, information or approval promptly or in accordance with the Service Details. 

2. Your Intellectual Property: 

1. You own all right, title and interest (including all Intellectual Property Rights) in any materials you provide to me under these terms and conditions (Your Materials). 

2. You grant me a worldwide, irrevocable, non-exclusive, royalty-free right to use Your Materials in connection with these terms and conditions. 

3. You are responsible for ensuring that you are permitted to provide Your Materials to me and for ensure that I am entitled to use them. You will indemnify me for any breach of this clause 5(c).

3. My Intellectual Property: 

1. I own all right, title and interest (including all Intellectual Property Rights) in any materials I provide to you under these terms and conditions and any materials created under these terms and conditions (My Materials).

2. You assign to me all right, title and interest (including all Intellectual Property Rights) in any modifications to My Materials created by you or on behalf of you immediately from creation.

3. I grant you a worldwide, non-exclusive, royalty-free right to use My Materials as permitted under the Service Details.

4. Confidentiality: Each party must only use or copy the other party’s Confidential Information for the purposes of these terms and conditions and must take all steps reasonably necessary to maintain the confidentiality of the other party’s Confidential Information. Each party may not disclose the Confidential Information of the other party to any person except 

1. as required by law,

2. if the other party has given written consent to the disclosure or use;

3. the use or disclosure is expressly permitted by these terms. 

5. Promotional content: By booking and using my services, you are consenting to me taking and using videos and photographs for promotional purposes on my various social media accounts and websites. If you do not consent to this, you must tell me at the time of booking and I will do my best to accommodate you. 

6. Payment: 

1. (Fees): You will pay the Fees set out in the Service Details as set out in your invoice.

2. (Expenses) All out of pocket expenses incurred as part of providing the services will be agreed with you prior to being incurred and will be billed to you at cost. These may include, but are not limited to airfares, accommodation, room hire, courier charges and extraordinary communications costs.

3. (Deposit) In consideration of me holding a date and timeslot for you, you will pay me the deposit set out in the Service Details. This deposit is strictly non-refundable. 

7. Termination: 

1. Either party may cancel the services be providing 30 days written notice. 

2. Notwithstanding paragraph (a), neither party may cancel the services prior to the end of the Minimum Period set out in the Service Details. If you cancel during the Minimum Term, the cancellation will be effective from the end of that Minimum Term. If you wish to cancel with effect prior to the end of the Minimum Period, I may charge, and you must pay, a cancellation fee that is no greater than the total remaining Fees for the Minimum Period.

8. General legal terms:

1. Limitation of liability: each party’s aggregate liability to the other party for all loss suffered or incurred arising out of or in connection with this agreement is limited to the Fees paid by you in the 12 month period preceding the event giving right to the loss. This limitation does not apply to liability under clause 4.

2. Force Majeure: Neither party will be liable for any failure or delay in the performance of its obligations under these terms and conditions to the extent that such failure or delay is caused by a circumstance not within the reasonable control of the party and that could not have been reasonably avoided, prevented or circumvented by the party.

3. Exclusion of Consequential Loss: Neither party is liable for any (i) Consequential Loss; or (ii) damages for loss of profits, revenue, sales, goodwill or loss of reputation, anticipated savings or business interruption, suffered or incurred by the other party in connection with these terms and conditions.

4. Entire agreement: these terms and conditions constitutes the entire agreement between the parties and supersedes any other representations or discussions we might have had previously in respect to the subject matter of this document.

5. Governing law and jurisdiction: these terms and conditions are intended to be legally binding and shall be governed by the laws of the State of Western Australia, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in the State of Western Australia.

6. Severability: if any provision is found to be unenforceable, that provision will be severed. The remainder of this agreement will be enforced to the fullest extent possible.

7. Survival: any clause that is intended to curvive termination of this agreement will do so. Including clause 5  and 6 (Intellectual Property)), 7 (Confidentiality) and 8 (Promotional content).

8. Definitions:

Intellectual Property Rights means all intellectual property rights of whatever nature throughout the world including all rights conferred under statute, common law or equity, whether existing now or at any time in the future, including rights in all copyright, patents, trade marks, business names, trade names, domain names, designs, confidential information, trade secrets and know-how.

Confidential Information means information and material relating to a party which comes into the possession or knowledge of the other party, whether orally, in writing or electronically, directly or indirectly, including strategic, corporate, information about the financial and labour needs a party, and information relating to the business, clients, members, sales, know-how and operations of a party that is marked as “confidential”, or information which the recipient knows or should reasonably know is confidential. Confidential Information includes these terms and conditions, salary standards or hiring requirements, Introductions and all Personal Information provided to you about a Candidate.  Confidential Information does not include information that: (i) is or becomes generally available in the public domain, other than through any breach of confidence by the receiving party; (ii) is rightfully received by the receiving party from a third party other than as a result of a breach of confidence; or (iii) has been independently developed by the receiving party without using any other Confidential Information of the disclosing party.

Consequential Loss means any Loss suffered or incurred by the other party in connection with these terms and conditions that do not arise naturally (that is, according to the usual course of things) from the event giving rise to the Loss.  Loss arising from (i) any act or omission of any Candidate introduced by us; or (ii) any from delays in placing a Candidate with you, is deemed to be Consequential Loss.