This Agreement (“Agreement”) is made between (“You”, “Your” or “Client”) and SCARLETT ENTERPRISES PTY LTD T/AS SCARLETT MEDIA ABN 51 619 439 422 (“We,” “Our,” “Us,” or “Scarlett Media”), and governs how We will provide our services to You (the “Services”).
Please review this Agreement carefully as it creates a legally binding contract and comprises the entire agreement between You and Us in relation to Your use of the Services. By accessing the Services and or by accessing or using any of the Services, You agree to be bound by the terms of this Agreement.
DEFINITIONS AND INTERPRETATION
The following definitions apply to this agreement (unless the context otherwise requires):
‘Agreement’ means this agreement and any Services Schedule(s) as amended from time to time.
‘Background IPR’ means a party’s IPR that existed prior to, or created independently of, this Agreement.
‘Business Day’ means a day that is not a Saturday, Sunday, or public holiday in the state of South Australia.
‘Changes’ are variances from the supplied or agreed script. Changes requested by You may be liable to additional charges from Scarlett Media. For the avoidance of doubt, new footage, new titles, new order of edit points, a new voice over and generally anything that is new to the supplied script/brief or story board is described as a Change.
‘Commencement Date’ means the date the Services are to commence as specified in the Services Schedule.
‘Completion Date’ means the date the Services will cease as specified in the Services Schedule.
‘Confidential Information’ means confidential information of a party and includes information whether verbal, written or in some other form, including but not limited to electronic form, relating to:
where the burden of establishing any of the exceptions referred to in (i) to (iii) will be upon the recipient.
‘Data’ means all data and information relating to the parties, and its operations, facilities, customers, personnel, assets and programs (including, but not limited to, financial and accounting data, reconciliations, summaries, client lists, sales data, employee data, business analytics, personal information) in whatever form that information may exist.
‘Fee’ means the money payable to Scarlett Media for the Services and any incidental costs as set out in Services Schedule.
‘Force Majeure Event’ has the meaning ascribed to it in clause 19.1.
‘Intellectual Property Rights’ or ‘IPR’ means the property of our mind or proprietary knowledge. It is a productive new idea we create. It includes but is not limited to all statutory and proprietary rights in respect of copyright and neighbouring rights, trademarks (both registered and unregistered), inventions (including both registered and unregistered patent rights), designs, brands, our business ideas, the application of our ideas, the right to have Confidential Information (including trade secrets and know-how) kept confidential, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields. These rights include:
‘Material’ means any scripts, video, photographs, content (whether printed or digital), plans, creative ideas that have been reduced to writing, software, firmware, documented methodology or process, tools, object libraries, documentation or other material in whatever form, including without limitation any reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions, and the subject matter of any Intellectual Property Rights.
‘Parties’ means both Scarlett Media and the Client and Party means either Scarlett Media or the Client individually.
‘Production Price’ means the price of production as set out in the Proposal and/or Services Schedule, or as agreed between the parties in writing.
‘Services Schedule’ means the Services Schedule annexed to this Agreement.
‘Proposal’ means a proposal submitted by Scarlett Media to the Client for the provision of the Services.
‘Services’ means the services described in the Services Schedule.
‘Special Conditions’ means the special conditions specified in the Services Schedule (if any).
Scarlett Media has issued a Proposal to the Client as set out in the attached Services Schedule in respect of the Service(s) sought by the Client. The Proposal remains open for acceptance for up to 14 days from the date of issue. Scarlett Media may withdraw a proposal at any time with written notification to the Client. You can accept a proposal by signing a copy of it and returning to Scarlett Media, or if You instruct Scarlett Media to proceed after the proposal has been delivered (Proposal Acceptance).
FEE AND PAYMENT
Additional fees apply for High-risk insurance, council permission, wardrobe, props, catering, models,
PROVISION OF THE SERVICES GENERALLY
During the Term Scarlett Media will:
GRAPHIC DESIGN AND WEBSITE DESIGN
SOCIAL MEDIA, ADWORDS, LIVESTREAM AND PODCASTS
TRAINING AND WORKSHOPS
CANCELLATION OF A SERVICE
TERM AND TERMINATION
PROJECT DELAYS AND LIABILITY
WARRANTIES AND INDEMNITIES