AV1 PTY LIMITED (ABN 87 115 225 048)
SERVICES AGREEMENT

PARTIES:

AV1 PTY LIMTED (ABN 87 115 225 048) of Unit 13, 198-222 Young Street, Waterloo NSW (We/Us)
and THE CLIENT REFERRED TO IN THE EVENT PROPOSAL (You)

.1 Definitions

– In this Agreement the following expressions have the following respective meanings:
Agreed Cost – A cost borne by Us which You must reimburse as specified in the Event Proposal.
Agreement – This agreement, as amended
Audio-visual Support Services – We supply Equipment and personnel to operate it at the Event.
Claim – Any claim, counterclaim demand or proceedings and any defence to a claim, counterclaim or proceedings for any Loss or Liability whatsoever (including legal costs and disbursements) made or commenced in any jurisdiction and founded in contract negligence or other tort breach of statutory duty or on any other cause of action.
Confidential Information – Information of or pertaining to either party which is marked confidential or secret (or words to that effect) or which is (although not marked as such) the recipient knows or ought reasonably to know is of a confidential, secret or sensitive nature. The term “Confidential Information” includes the terms of this Agreement, the Fees and any proposal made by Us to You.
Event Proposal – a cost estimate given by AV1 to You in writing.
Event – The Event described in the Event Proposal
Event Date – The date and time of the Event as specified in the Event Proposal.
Equipment – Our Audio-visual and other equipment.
Equipment Hire Services – We hires Equipment listed in the Event Proposal to You for use at the Event.
Fee – The Fees payable by You to Us as specified in the Event Proposal.
GST – The tax imposed or assessed by the GST Act and its related legislation GST Act means the A New Tax System (Goods & Services Tax) Act 1999 and associated legislation.
Guest – An attendee at the Event, whether invited or not.
Hire Period – The period during which You are permitted to use the Equipment as specified in the Event Proposal.
Insolvency Event – If a party enters into bankruptcy, provisional liquidation, liquidation, receivership, voluntary administration or if a “controller” (as defined in the Corporations Act 2001 (Cwth)) is appointed to a party or if a mortgagee takes possession of any assets of a party or if a party ceases to trade or is unable to pay its debts as they fall due or if a party makes a compromise with its creditors or enters into a scheme of arrangement.
Intellectual Property - All forms of intellectual property in all jurisdictions, including patents, petty patents, innovation patents, patentable inventions, know-how, trade marks (whether registered or unregistered), copyright, registered and registrable designs, circuit layout rights, applications for registration of any of the foregoing and rights to apply for registration of any of the foregoing.
Loss - Loss, damage, expense or cost of any kind, including personal injury, death, damage to reputation, damage to goodwill, economic loss, loss of or damage to property, loss of data, financial loss, loss of money, consequential loss, loss of profit, loss of cost and other savings, loss of opportunity or any other from of loss and including loss in relation to any Claim, including legal costs and disbursements.
Services – Equipment Hire Services and/or Audio-Visual Support Services.
Venue – The place at which the Event is to take place, as specified in the Event Proposal.
Venue Operator – The person who operates or manages the Venue. For the avoidance of doubt, the Venue Operator may be You.

.2 Engagement and application of this document

– Upon Your acceptance of the Event Proposal, You engage AV1 to supply Services in accordance with the Event Proposal and the provisions of this Agreement. For the avoidance of doubt Event Proposals may be given and accepted by email or otherwise as provided in clause 19. This document and the Event Proposal comprise the entire agreement and understanding between the parties despite any prior correspondence, negotiations or discussions. If there is any inconsistency between this Agreement and the Event Proposal, the Event Proposal prevails, but only to the extent of the inconsistency.

.3 Variation and additional services

– The terms and conditions of this Agreement may be varied only by further written agreement of both parties. If You ask Us to provide additional Services We will provide them (subject to reasonable notice and availability) provided that You must pay our then-current fee for the additional Equipment or work, as the case may be.

.4 Relationship of the parties and with other suppliers

– The parties are independent contractors and neither party is the agent or partner of the other. The parties must not make any representation to the contrary. You agree the Event is your business venture and is at your risk. AV1 makes no representations about the success or otherwise of the Event. You have the sole responsibility to:
()a enter into contracts with the Venue Operator and other suppliers to the Event; and
()b co-ordinate the Venue Operator and various suppliers to the Event so that We are able to perform the Services in accordance with this Agreement.

.5 Venue access

– You must procure the right for Us to enter on the Venue to provide the Services, to install and remove Equipment at will, and to familiarise ourselves with the Venue before the Event. You will indemnify Us against all Loss we incur if the Venue Operator or any other supplier prevents Us from taking Our Equipment when we wish to do so.

.6 Our general obligations

– We will supply the Services specified in the Event Proposal. You agree that the Services may be affected by numerous variable factors that we are not liable for, including the acoustics of the Venue, electronic interference, atmospheric conditions, the acts or omissions of You, the Host, the Venue Operator or other suppliers and the acts or omissions of Guests and other persons.

.7 Equipment Hire

– If We provide Equipment Hire Services to You, You agree that:
()a You have satisfied Yourself that the Equipment is in good condition, and is suitable for Your purposes;
()b When You take possession of the Equipment, your staff must provide Us with identification and You must check to ensure that all items have been supplied as agreed and must sign an acknowledgement of that;
()c You will provide us with such security (if any) as is specified in the Schedule;
()d You must take care of the Equipment, keep it clean and secure and prevent it from being damaged, lost or destroyed and must return it in the same condition (fair wear and tear excepted);
()e You will prevent the Equipment from being stolen, unauthorised use, misuse, abuse, vandalism, exposed to weather or inappropriate environment and from use with incompatible technology;
()f If, before You return the Equipment it is:
()i destroyed, stolen or lost, You must pay Us the replacement cost of the Equipment on a new for old basis;
()ii damaged, prior to its return to Us, We can decide at our option whether to repair or, if that is in Our reasonable opinion uneconomic or would be unlikely to properly restore the Equipment, replace the Equipment and You must pay Us the replacement (on a new for old basis) or repair cost of the Equipment as the case may be;
()g You must notify Us immediately if the Equipment malfunctions. If We agree that the Equipment is malfunctioning, We will replace it at no charge to You but without any additional liability to Us;
()h You must not modify the Equipment or remove any serial number or identification markings;
()i You must use the Equipment only at the Event and must not give possession of the Equipment to anyone else, or purport to assign or license it to anyone;
()j You must tell us where the Equipment is whenever We ask. You must not remove the Equipment from Australia;
()k You will ensure that all operators of the Equipment are appropriately experienced and qualified;
()l You must allow Us or Our contractors to inspect, repair or maintain the Equipment at all times;
()m You will not use the Equipment to broadcast, display, publish or otherwise communicate any material that is Illegal obscene or otherwise offensive, defamatory, in contempt of court or in breach of any obligation of confidence or in breach of any person’s Intellectual Property.

.8 Indemnity for damage to Equipment sustained while in use

– If Equipment is damaged by You, a Guest or other supplier or any person other than Our employee or contractor , You must indemnify and reimburse Us, on demand, the cost of repair or replacement (new for old), as determined by Us.

.9 Fees and Agreed Costs

– You must pay the Fees and Agreed Costs in the amount, at the times and in the manner specified in the Event Proposal, without deduction or set-off.

.10 GST

– Consideration for a taxable supply under this Contract is shown exclusive of GST unless the contrary is clear. If consideration is reimbursement of a cost or liability, the consideration must be calculated after excluding any amount for which the supplier is entitled to an input tax credit.

.11 Intellectual property

– Nothing in this Agreement constitutes a transfer or licence of Intellectual Property.

.12 Confidential Information

– The parties agree to hold each other’s Confidential Information in confidence.

.13 Health and safety

– You must ensure, and warrant that the Venue is a fit and proper place for the provision of the Services, that the Venue and the Event comply with all applicable laws and that by performing the Services at the Venue and during the Event, Our employees and contractors will not be exposed to any risk or hazard to their health or safety.

.14 Limitation of AV1 Liability

– To the extent permissible by law, You agree that all terms, conditions and warranties which would otherwise be implied, are excluded and that Our maximum aggregate liability to You for any Loss or Claim whatsoever is limited at Our option to either supplying the relevant Services again or paying You the cost of having the relevant Services supplied again by a third party.

.15 Release and Indemnity

– You release Us from liability for and will indemnify Us in respect of all Claims (and all costs of defending them, including legal costs on a full indemnity basis) made by any person (including other suppliers and Guests) against Us as a direct or indirect consequence of the acts and omissions of You, any Guest, the host or any other supplier including but not limited to negligence.
.16 Voluntary Cancellation of Audiovisual Support Services – You may cancel Audio-visual Support Services at any time prior to the Event by giving Us written notice, whereupon We will give You a written notice specifying the amount payable to Us under this clause. On cancellation of Audio-visual Services You must pay Us the aggregate of (a) the Agreed Costs which We have paid or which We will incur or to which We are contractually committed and (b) the following respective proportions of the Fees:

When cancellation occurs:
Proportion of Total Fees:
(1) After delivery of Equipment to You or to the Venue:
100% + GST
(2) If (1) does not apply and you cancel the Services within 24 hours before the Event Date:
75% + GST
(3) If You cancel the Services more than 24 hours before but less than 8 days before the Event Date:
30% + GST
(4) In all other cases:
10% + GST

.17 Termination and suspension

– We may at our option terminate this Agreement or suspend the Services until the breach is fully rectified if You:
()a fail to pay any monies when due, suffer an Insolvency Event or commit a breach of this Agreement (other than non-payment of money), which in Our reasonable opinion, cannot be rectified; or
()b breach this Agreement (other than non-payment of money), which breach in Our reasonable opinion, can be rectified and which is not rectified within 7 days of the date of a written notice by Us specifying the breach and requiring its rectification,

.18 Assignment, novation and sub-contracting

– A party may assign or novate this Agreement to a third party with the consent of the other party, which consent must not be unreasonably withheld. We may engage subcontractors to perform the Services.

.19 Notices

– Any notice under this Agreement must be delivered by hand (whether by the relevant party or its agent or courier) or sent by facsimile transmission to the address of the recipient party specified in the schedule or as otherwise notified from time to time in writing. Any notice so delivered will be deemed to have been received on the date of such delivery or facsimile transmission unless received outside the hours of 9am to 5pm on business days (Saturdays or Sundays or a public holidays where the notice is served), in which case such notice will be deemed to have been served on the following business day.

.20 Interpretation

– Expressions and clauses in this Agreement are severable and if found to be defective or unenforceable the remaining provisions are of full force and effect. A variation of this agreement must be in writing and signed by both parties. A party does not waive a right or remedy unless that party does so by written notice to the other party. Any indemnity given by a party under this agreement:
()a is not the exclusive remedy of the party holding the benefit of the indemnity, which party may, in addition or in the alternative, pursue remedies at common law, in equity or under statute;
()b is a continuing indemnity;
()c will not be affected by any matter including without limitation, the termination, renewal or extension of this agreement or any indulgence, waiver or other concession given by a party unless the party benefiting from the indemnity agrees in writing; and
()d includes legal costs and disbursements on a full indemnity basis.

.21 NSW law

– The law of New South Wales and Australia applies to this Agreement.