Terms & Conditions of Supply
Services Agreement – Australia
1. Definitions and Interpretation
1.1Company means Decal Pty Ltd (ACN 095 110 151).
1.2Client means the party engaging the Company to provide the Services.
1.3Services means the services agreed in writing between the Company and the Client.
1.4Purchase Order means any purchase order, work order, booking form, or similar document issued by the Client.
1.5Terms means these Terms & Conditions of Supply.
1.6Headings are for convenience only and do not affect interpretation.
2. Engagement of the Company
2.1The Client engages Decal Pty Ltd to provide the Services on the terms set out in this agreement.
2.2The Company may perform the Services through its directors, employees, contractors, or representatives at its discretion.
2.3Nothing in these Terms creates a relationship of employment, partnership, agency, or joint venture between the Client and the Company or any individual engaged by the Company.
3. Formation of Contract and Order of Precedence
3.1The provision of Services is governed exclusively by these Terms unless expressly varied in writing and acknowledged by the Company.
3.2Any Purchase Order issued by the Client is accepted for administrative and accounting purposes only.
3.3Any Client terms and conditions (including those referenced by hyperlink, website, or general notice) are expressly excluded and do not apply unless:
(a)provided in full to the Company prior to commencement of the Services; and
(b)expressly accepted in writing by the Company.
3.4In the event of any inconsistency between these Terms and any Client document (including a Purchase Order), these Terms prevail.
3.5Performance of the Services does not constitute acceptance of any Client terms and conditions.
4. Scope of Services
4.1The scope, timing, and location of the Services will be agreed in writing (including by email).
4.2Any variation to scope may affect time and cost and will be charged accordingly.
5. Billing and Purchase Orders
5.1Unless expressly agreed otherwise in writing, Services are provided on an hourly basis.
5.2Any hours, schedules, call lengths, or dollar amounts quoted or referenced prior to completion of the Services are estimates only.
5.3A final invoice will be issued following completion of the Services and will reflect the actual hours worked.
5.4Any Purchase Order issued prior to completion of the Services (including one stating a fixed or capped amount) is deemed a provisional placeholder only, issued for internal or administrative purposes.
5.5The final invoiced amount may vary from any:
(a)estimated hours; or
(b)dollar amounts stated in a Purchase Order.
5.6The Client acknowledges that operational requirements, schedule changes, delays, access restrictions, safety requirements, or Client-directed variations may reasonably extend the hours worked.
5.7All reasonable costs and expenses incurred by the Company in connection with the Services (including, without limitation, travel, accommodation, freight, equipment hire, consumables, parking, and venue-related costs) will be recovered at cost and invoiced to the Client in addition to labour charges.
5.8Receipts or supporting documentation will be provided upon reasonable request.
6. Fees and Payment
6.1Fees are as agreed in writing prior to commencement.
6.2Invoices are payable within the agreed payment terms, or 14 days if not otherwise specified.
6.3The Company may charge interest on overdue amounts and recover reasonable costs of collection as permitted by law.
7. Goods and Services Tax (GST)
7.1Unless expressly stated otherwise, all fees, charges, and amounts payable under these Terms are exclusive of GST.
7.2If a supply made under or in connection with these Terms is a taxable supply under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), the Client must pay an additional amount equal to the GST payable on that supply at the same time as payment for the supply is due.
7.3The Company will issue a valid tax invoice where required.
8. Insurance
8.1The Company maintains Public Liability Insurance with a reputable insurer to a limit of AUD $20,000,000 per occurrence.
8.2Evidence of insurance will be provided upon reasonable request.
8.3Insurance maintained by the Company does not constitute an assumption of liability beyond that expressly set out in these Terms.
9. Limitation of Liability
9.1To the maximum extent permitted by law, the Company’s aggregate liability arising out of or in connection with the Services (whether in contract, tort, negligence, statute, or otherwise) is limited to the lesser of:
(a)AUD $20,000,000; and
(b)the amount recoverable under the Company’s Public Liability Insurance policy.
9.2If, for any reason, insurance proceeds are unavailable, denied, or reduced, the Company’s liability remains capped at AUD $20,000,000.
9.3The Company is not liable for:
(a)indirect, consequential, or economic loss;
(b)loss of profit, revenue, goodwill, or opportunity;
(c)delay caused by matters outside the Company’s reasonable control.
10. Indemnity
10.1To the maximum extent permitted by law, the Company indemnifies the Client only to the extent that loss is caused directly by the Company’s proven negligent act or omission in performing the Services.
10.2Any indemnity provided by the Company is strictly limited to the extent covered by the Company’s Public Liability Insurance.
10.3The Company does not indemnify the Client for loss arising from:
(a)acts or omissions of the Client, its employees, contractors, or agents;
(b)venue operators or third parties;
(c)equipment, systems, or infrastructure supplied by others;
(d)Client instructions, decisions, or directions;
(e)consequential or economic loss.
11. Client Obligations
11.1The Client is responsible for:
(a)site safety and venue compliance;
(b)providing accurate information regarding scope, schedules, access, and conditions;
(c)disclosing any third-party requirements prior to engagement.
11.2The Company is entitled to rely on information provided by the Client.
12. Variation
12.1These Terms may only be varied by written agreement expressly acknowledged by the Company.
12.2Silence, conduct, or invoicing does not constitute acceptance of alternative terms.
13. Termination
13.1Either party may terminate the engagement for material breach if the breach is not remedied within a reasonable time after notice.
13.2Upon termination, the Company is entitled to payment for Services performed up to the termination date.
14. Governing Law and Jurisdiction
14.1These Terms are governed by the laws of Victoria, Australia.
14.2The parties submit to the exclusive jurisdiction of the courts of Victoria.
15. Acceptance
15.1Engagement of the Company, confirmation of Services, or payment of an invoice constitutes acceptance of these Terms.
16. Intellectual Property
16.1The Company retains full ownership of all intellectual property rights in its Pre-Existing IP. For the purposes of this clause, Pre-Existing IP means all professional methods, workflows, systems, tools, formats, know-how, sequences, scripts, and techniques owned or developed by the Company prior to or independently of any engagement with the Client.
16.2Nothing in these Terms, any Purchase Order, or any Client-issued agreement transfers to the Client any rights in the Company’s Pre-Existing IP, whether or not such IP is applied or drawn upon in the performance of the Services.
16.3To the extent the Company creates any materials specifically and exclusively for the Client in the course of the Services (Client-Specific Materials), those materials vest in the Client upon receipt of full payment, unless otherwise agreed in writing.
16.4For the avoidance of doubt, the Company’s general professional skill, experience, judgment, and methods of working do not constitute Client-Specific Materials and are not transferred to the Client under any circumstances.
16.5The Company retains the right to reference any engagement as a professional credential, including listing the Client’s name, event type, and general nature of the Services in the Company’s portfolio, professional profile, website, or marketing materials, unless the Client requests otherwise in writing prior to commencement of the Services.
16.6The Client grants the Company a non-exclusive, royalty-free licence to use any materials or information provided by the Client solely for the purpose of performing the Services.
16.7Where the Client’s engagement is subject to a separate written agreement signed by the Company, the IP provisions of that separate agreement shall govern to the extent of any inconsistency with this clause, provided that any assignment of the Company’s Pre-Existing IP requires the Company’s express written consent and cannot occur by implication or by operation of a general intellectual property assignment clause alone.