RAWPRO PTY LTD – TERMS AND CONDITIONS

  1. DEFINITIONS
    “Agreement” means the agreement between rawpro and the Client for rawpro to provide the
    Services as set out in the Quote and/or Order to the Client.
    “Client” means the person/s ordering the Services as specified in any invoice, document or order,
    and if there is more than one, Client is a reference to each Client jointly and severally.
    “Deposit” means a deposit at the rate agreed between rawpro and the Client in writing prior to/or
    upon acceptance of the Quote and/or placement of an Order.
    “Final Version” means the final version of the Footage as edited by rawpro and approved by the
    Client.
    “Footage” means video footage filmed by rawpro in order to provide the Services.
    “GST” means goods and services tax.
    “Know-how” means technical information, systems, and methods and other procedures and ways of
    working and organising which are not capable of protection as copyright.
    “rawpro” means Rawpro Pty Ltd (ACN 635 941 132 ABN 56 635 941 132
    ) and its successors and assigns or any person acting on behalf of and with the authority of rawpro.
    “Order” means the Services confirmed by the Client to be provided by rawpro. to the Client as
    selected from the Price List.
    “Price” means the Price payable for the Services as agreed between rawpro and the Client in
    accordance with Clause 3 below and exclusive of GST (define).
    “Price List” means the list of Prices available on the rawpro website and/or provided to the Client
    upon request.
    “Project” means the specific project as set out in the Quote and/or Order.
    “Quote” means the document provided by rawpro to the Client stating the agreed Services to be
    supplied at the Price.
    “Services” means services including but not limited to video production, video editing, content
    marketing and tailored creative campaigns.
    “Site” means the address where the Services are to be supplied, as agreed between rawpro and the
    Client in writing.
  2. ACCEPTANCE
    2.1. The Client is immediately bound, jointly and severally, by these terms and conditions if the Client:
    2.1.1. accepts the Quote, either verbally or in writing;
    2.1.2. places an Order; or
    2.1.3. requests rawpro carry out an any Services from the Price List.
    2.1.4. provides verbal or written instructions to rawpro to provide the Services;
    2.2. A Quote accepted and/or Order placed by the Client is subject to these terms and conditions unless
    otherwise expressly agreed to in writing by rawpro.
    2.3. The Quote remains valid and open for acceptance for a period of 7 days from the date of the Quote
    unless a revised Quote is sent for the same Services.
    2.4. The Quote must be accepted prior to the commencement of any Services.
    2.5. These terms and conditions may only be amended with rawpro’s consent in writing and shall prevail
    to the extent of any inconsistency with any other document or agreement between the Client and
    rawpro.
  3. TRADING TERMS
    3.1. At rawpro’s sole discretion, the Price shall be either:
    3.1.1. rawpro’s quoted Price (subject to clause 3.2) which shall be binding upon rawpro provided that
    the Client accepts the Quote within 7 days of the date of the Quote.
    3.1.2. as indicated on invoices provided by rawpro to the Client in respect of the Services; or
    3.1.3. as indicated on the Price List in respect of the Services selected by the Client from that Price
    List; or
    3.2. rawpro reserves the right to change the Price:
    3.2.1. if a variation to the Services which are to be supplied is requested; or
    3.2.2. where additional Services are required due to the discovery of hidden or unidentifiable
    difficulties (including, but not limited to, limited access to the site, inclement weather, etc)
    which are only discovered on or after commencement of the supply of the Services.
    3.3. Prices are reviewed annually and are subject to change.
    3.4.The Price must be paid in full on acceptance of any Quote and/or upon placement of an Order, unless
    otherwise agreed in writing by rawpro.
    3.5.At rawpro’s sole discretion, rawpro may not supply any Services unless the Price is paid in full.
    3.6.The Price will be payable by the Client on the date/s determined by rawpro, which may be:
    3.6.1. the date specified on any invoice or other form as being the date for payment; or
    3.6.2. failing any notice to the contrary, the date which is 7 days following the date of any invoice given
    to the Client by rawpro; or
    3.6.3. in the event feedback is not received within 7 days of a draft being sent to the Client, rawpro
    reserves the right to charge the full amount owed.
    3.6.4. Any other date that is agreed to by rawpro in writing.
    3.7.rawpro requires that, and the Client agrees that, the Client will pay any and all travel and associated
    expenses, including:
    3.7.1. for motor vehicle travel, where locations are greater than 25km from Canberra City, travel at a
    rate of $150.00+GST per hour travel time, which will be invoiced by rawpro following that motor
    vehicle travel;
    3.7.2. for air travel, airfares to be pre-paid by the Client prior to that travel at the amount as specified
    on the quote provided by rawpro to the Client; and
    3.7.3. for overnight accommodation, accommodation as specified on the quote provided by rawpro to
    the Client;
    3.7.4. For ancillary expenses to overnight accommodation and air travel (such as food, drinks and taxi/
    ride share travel), as per any invoice and/or receipts provided by rawpro to the Client.
  4. CANCELLATION
    4.1. In the event of cancellation less than 24 hours prior to the Services being provided (including
    postponement), the full Price is payable.
  5. PAYMENT
    5.1. Payment may be made by direct debit, credit card and electronic/on-line banking or by any other
    method as agreed to between the Client and rawpro.
    5.2. Receipt by rawpro of any form of payment other than cash shall not be deemed to be payment until
    that form of payment has been honoured, cleared or recognised.
    5.3. The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or
    claimed to be owed to the Client by rawpro nor to withhold payment of any invoice because part of
    that invoice is in dispute.
  6. SUPPLY OF SERVICES
    6.1. rawpro agrees to supply the Services to the Client subject to rawpro being satisfied as to the
    Client’s ability to pay within the agreed terms. If rawpro is not so satisfied, then it may suspend
    performance and terminate the Agreement.
    6.2. rawpro shall not be liable for any damage or loss caused to the Client arising out of suspension and
    termination referred to in Clause 6.2.
    6.3. The Client shall immediately pay rawpro all monies owing to it upon any suspension or termination
    of the Agreement by rawpro.
  7. FOOTAGE
    7.1. The Price includes the video shoot time as set out in the Quote and/or Order. Any additional time
    required outside this will be charged at $300.00 per hour (plus GST).
    7.2. rawpro provides an online private critiquing platform for the Client to review and comment with any
    amendments at specific timecodes.
    7.3. rawpro is not responsible for any specific shots not captured unless specified by the Client prior to
    the shoot. If the Client requires an extra shot, an extra call out fee will incur.
    7.4. One round of review is included in the Price. Additional rounds of review and critique will be
    charged at $90.00 per round.
    7.5. Once the Client is satisfied with the Project, the Client will approve by clicking the ‘approve’ button
    and/or advising in writing to rawpro of the Client’s approval. rawpro will then send the Client the
    Final Version for download by download link.
    7.6. Upon approval being provided as in clause 7.4, the Client undertakes that there are no further
    changes to be made and the Project can be sent, deleted and invoiced.
    7.7. Upon the Client approving the Project and rawpro finalising the Footage, rawpro archives the
    Footage taken during the video shoot. Due to this, the Client is unable to make changes or access
    the Footage that has been handed over as an approved Final Version.
    7.8. rawpro will keep the download link active for 14 days following the approval of the Final Version,
    after which time the Footage is archived and if required to be retrieved from the archive, an access
    fee of 10% of the project cost (plus GST) will apply.
    7.9. rawpro will only keep Project files and raw Footage if requested in writing by the Client prior to the
    video shoot and upon supply by the Client to rawpro of a Mac formatted external hard drive.
  8. DEFAULT AND CONSEQUENCES OF DEFAULT
    8.1. Failure to comply with any of the agreed terms (including payment) shall constitute a breach of
    contract by the Client and rawpro may treat the whole contract as repudiated.
    8.2. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the
    date of payment, at a rate 2.5% percent per calendar month (and at rawpro’s sole discretion such
    interest shall compound monthly at such a rate) after as well as before any judgment.
    8.3. If the Client owes rawpro any money the Client shall indemnify rawpro from and against all costs
    and disbursements on an indemnity basis incurred by rawpro in recovering the debt (including but
    not limited to internal administration fees, legal costs on an indemnity basis, rawpro’s contract
    default fees and bank dishonour fees).
    8.4. Without prejudice to any other remedies rawpro may have, if at any time the Client is in breach of
    any obligation (including those relating to payment) under these Terms and Conditions rawpro may
    suspend or terminate the supply of the Services to the Client. rawpro will not be liable to the Client
    for any loss or damage the Client suffers because rawpro has exercised its rights under this clause.
    8.5. Without prejudice to rawpro other remedies at law, rawpro shall be entitled to cancel all or any part
    of any Order of the Client which remains unfulfilled and all amounts owing to rawpro shall, whether
    or not due for payment, become immediately payable if:
    8.5.1. any money payable to rawpro becomes overdue, or in rawpro’s opinion the Client will be unable
    to make a payment when it falls due;
    8.5.2. the Client becomes insolvent or bankrupt, convenes a meeting with its creditors or proposes or
    enters into an arrangement with creditors, or makes an assignment for the benefit of its
    creditors; or
    8.5.3. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect
    of the Client or any asset of the Client.
  9. OWNERSHIP
    9.1. rawpro and the Client agree that ownership and/or title in the Footage supplied pursuant to these
    terms and conditions shall remain with rawpro at all times.
    9.2. The Client agrees and acknowledges that rawpro maintains a library of stock video footage and any
    Footage obtained by rawpro while providing the Services to the Client may be added to this library
    and used for other purposes outside the Services and/or Project. Where this occurs, no reference
    to the Client will be made.
    9.3. rawpro retains the right to repurpose the Footage for rawpro’s promotional purposes.
    9.4. If the Client does not wish for the Footage to be repurposed, rawpro must be advised in writing
    within 24 hours of the Quote being accepted and/or Order being placed.
    9.5. The Client acknowledges and agrees that:
    9.5.1. it does not acquire any right to, title or interest in the Know-how and/or Footage;
    9.5.2. rawpro is at all times the owner of and has full control over the Know-how and/or Footage;
    9.5.3. rawpro shall at all times have the sole and absolute discretion regarding the provision of the
    Services and and/or Footage.
    10.IMPROPER USE
    10.1. The Client acknowledges and agrees that it will only use the Footage gained from the Services:
    10.1.1.for the purpose specified in the Quote and/or Order; and
    10.1.2.not for any other purpose.
    10.2. The Client acknowledges and agrees that if it uses the Footage for any other purpose than in clause
    10.1:
    10.2.1.this shall constitute a Default by the Client as set out in clause 8;
    10.2.2.rawpro shall be under no liability whatsoever to the Client for any direct, indirect and/or
    consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a
    breach of clause 10.1; and
    10.2.3.rawpro may recover damages and loss from the Client caused, either directly or indirectly, by a
    breach of clause 10.1.
    11.INTELLECTUAL PROPERTY
    11.1. In this clause, “Intellectual Property” means any and all intellectual and industrial property rights
    throughout the world, including:
    11.1.1.Copyright and all works in which copyright is capable of subsisting (including software, databases,
    future copyright and rights in the nature of copyright);
    11.1.2.All inventions (including patents), discoveries, designs and concepts in which intellectual property
    rights are capable of subsisting or capable of enforcement and protection, whether by way of
    registration or otherwise;
    11.1.3.Trademarks, service marks and domain names;
    11.1.4.Designs and circuit layouts; and
    11.1.5.Any related Confidential Information, trade secrets, formulations, Know-how, show-how or any
    right to have information kept confidential, whether or not existing at the date of this Agreement
    and whether or not registered or registrable and includes any right to apply for the registration of
    such rights and includes all renewals and extensions.
    11.2.The Client agrees that all existing Intellectual Property and new Intellectual Property generated
    during the Services is owned by rawpro including all Intellectual Property rights.
    11.3.The Client agrees only to use the Intellectual Property of rawpro:
    11.3.1.for the purpose specified in the Quote and/or Order; and
    11.3.2.not for any other purpose.
    11.4.The Client agrees to return any Intellectual Property to rawpro upon the Final Version being
    provided to the Client by rawpro.
    12.NON-DISPARAGMENT
    12.1. The Client agrees that they will not pass disparaging comments or take any actions which may
    bring rawpro into disrepute and they will use reasonable endeavours to not have their employees,
    representatives or agents pass any disparaging comments concerning rawpro or take any actions
    which bring the other into disrepute as a result of, or in relation to the Services and/or anything in
    any way related to the Services, Footage or these terms and conditions.
    13.MARKETING AND SOCIAL MEDIA
    13.1. The Client acknowledges and agrees:
    13.1.1.rawpro may promote the working relationship between rawpro and the Client in marketing
    materials and/or on social media using the Footage;
    13.1.2.If the Client does not wish to have the working relationship between rawpro and the Client
    promoted in marketing materials and/or on social media, they must provide express written
    instructions to this effect immediately upon acceptance of the Quote and/or placement of the
    Order.
    13.1.3.The Client will obtain rawpro’s prior consent before publishing any statement, comment or other
    material whatsoever on the social media and/or any internet sites in connection with rawpro and
    the Services and/or anything in any way related to the Services or these Terms and Conditions.
    13.1.4.The Client grants rawpro a non-exclusive, non-transferable, royalty free licence to use the
    Client’s logos for the purpose of:
    13.1.4.1.promoting rawpro’s products and services; or
    13.1.4.2. any other reason with the express written approval of the Client.
    14.SECURITY AND CHARGE
    14.1. In consideration of rawpro agreeing to supply the Goods and Services, the Client charges all of its
    rights, title and interest (whether joint or several) in any land, realty or other assets capable of
    being charged, owned by the Client either now or in the future, to secure the performance by the
    Client of its obligations under these Terms and Conditions (including, but not limited to, the
    payment of any money).
    14.2. rawpro reserves its right to exercise any rights it has under this clause 14. Nothing in this clause
    places any obligation on rawpro whatsoever. Nothing in this clause entitles the Client to any setoff,
    however occurring, including but not limited to, rawpro’s failure or delay to exercise any of its
    rights or register or perfect any interest in any security however occurring. rawpro has the
    exclusive right and sole discretion to pursue the Client, in any manner open to rawpro at law, for
    the full amount of any monies owing despite any security it may hold and, in any order, or manner
    rawpro deems fit.
    14.3. The Client irrevocably appoints rawpro and any director of rawpro as the Client’s true and lawful
    attorney/s to perform all necessary acts to give effect to the provisions of this clause 14 including,
    but not limited to, signing any document on the Client’s behalf.
    15.PERSONAL PROPERTY SECURITIES ACT 2009 (“PPSA”)
    15.1. In this clause financing statement, financing change statement, security agreement, and security
    interest has the meaning given to it by the PPSA.
    15.2. Upon agreeing to these Terms and Conditions, the Client acknowledges and agrees that these Terms
    and Conditions constitute a security agreement for the purposes of the PPSA and creates a security
    interest in all Goods and/or Services that have previously been supplied and that will be supplied in
    the future by rawpro to the Client.
    15.3. The Client undertakes to:
    15.3.1.promptly sign any further documents and/or provide any further information (such information to
    be complete, accurate and up-to date in all respects) which rawpro may reasonably require to:
    15.3.1.1. register a financing statement or financing change statement in relation to a security interest
    on the Personal Property Securities Register;
    15.3.1.2. register any other document required to be registered by the PPSA; or
    15.3.1.3. correct a defect in a statement referred to in clause 15.3;
    15.3.2.indemnify, and upon demand reimburse, rawpro for all expenses incurred by rawpro exercising its
    rights under this clause 15, including but limited to, in registering a financing statement or
    financing change statement on the Personal Property Securities Register established by the PPSA
    or releasing any Materials charged thereby;
    15.3.3.not register a financing change statement in respect of a security interest without the prior
    written consent of rawpro;
    15.3.4.not register, or permit to be registered, a financing statement or a financing change statement in
    relation to the Materials in favour of a third party without the prior written consent of rawpro;
    and
    15.3.5.immediately advise rawpro of any material change in its business practices which would result in
    a change in the nature of proceeds derived from such sales.
    15.4. rawpro and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security
    agreement created by these terms and conditions.
    15.5. The Client hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d)
    and 132(4) of the PPSA.
    15.6. The Client waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
    15.7. Unless otherwise agreed to in writing by rawpro, the Client waives its right to receive a verification
    statement in accordance with section 157 of the PPSA.
    15.8. The Client shall unconditionally ratify any actions taken by rawpro under this clause 15.
    15.9. Subject to any express provisions to the contrary nothing in these terms and conditions is intended
    to have the effect of contracting out of any of the provisions of the PPSA.
    15.10.rawpro reserves its right to exercise any rights rawpro has under this clause 15. Nothing in this
    clause places any obligation on rawpro whatsoever. Nothing in this clause entitles the Client to any
    setoff, however occurring, including but not limited to, rawpro’s failure or delay to exercise any of
    its rights or register or perfect any interest in any security however occurring. rawpro has the
    exclusive right and sole discretion to pursue the Client, in any manner open to rawpro at law, for
    the full amount of any monies owing despite any security it may hold and, in any order, or manner
    rawpro deems fit.
  10. 16.CONSUMER SALES
  11. 16.1. All representations, warranties or conditions not expressly contained herein of any nature or kind
    whatsoever are hereby excluded to the extent that the Client and rawpro named are in law
    capable of agreeing to such exclusion.
    16.2. In so far as any agreement between rawpro and Client provides for the supply by rawpro of services
    of a kind ordinarily acquired for personal, domestic or household use or consumption to a consumer
    within the meaning of that term as contained in section 4B of the Competition and Consumer Act
    2010 or for the supply of goods of that type to a seller within the meaning of that term as
    contained in Section 274 of the Australian Consumer Law, Schedule 2 of the Competition and
    Consumer Act 2010 the liability of rawpro for any breach of any conditions or warranty forming
    part of such an agreement is limited to:
    16.2.1.In the case of goods, any one or more of the following at the option of rawpro:
    16.2.1.1.The replacement of the goods or supply of equivalent goods; and
    16.2.1.2.The payment of the cost of replacing the goods.
    16.2.2.In the case of services, the supplying of the services again.
    16.3.Notwithstanding clause 16.2.1 above;
    16.3.1.Our goods and services come with guarantees that cannot be excluded under the Australian
    Consumer Law. For major failures with the service, the Client is entitled:
    16.3.1.1.to cancel the service contract with us; and
    16.3.1.2.to a refund for the unused portion, or to compensation for its reduced value.
    16.3.2.The Client is also entitled to choose a refund or replacement for major failures with goods. If a
    failure with the goods or a service does not amount to a major failure, you are entitled to have
    the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the
    goods and to cancel the contract for the service and obtain a refund of any unused portion. You
    are also entitled to be compensated for any other reasonably foreseeable loss or damage from a
    failure in the goods or service.
    16.4.If the Customer has a warranty enquiry, contact rawpro at: info@rawprovideo.com
  12. PRODUCT/SERVICE WARRANTY
    17.1. rawpro accepts no responsibility for any defect or damage which may be caused or partly caused
    by or arise as a result of:
    17.1.1.the Client using the Footage gained from the Services for any purpose other than that for which it
    is intended to be used;
    17.1.2.interference with the Footage gained from the Services by the Client or any third party without
    rawpro’s prior approval;
    17.1.3.the Client failing to follow any instructions or guidelines provided by rawpro; or
    17.1.4.any accident or force majeure.
  13. FORCE MAJEURE
    18.1. rawpro shall not be liable for any failure to perform or delay in performance of the Services due to
    force majeure including but not limited to inclement weather, strikes, fire, floods, storms,
    explosions, riots, lock-outs, industrial action, injunctions, interruption of transport, accidents,
    inability to obtain supplies, war, terrorism, governmental action or any other circumstances beyond
    rawpro’s control.
  14. CLIENT REQUIREMENTS, RESPONSIBILITIES AND AKNOWLEDGEMENTS
    19.1.The Client acknowledges and agrees that it:
    19.2.Will supply a comprehensive brief when requesting a Quote or placing an Order;
    19.2.1.Will attend the video shoot ready to shoot the Footage;
    19.2.2.Has prepared the Site so that it is safe and ready for rawpro to shoot the Footage;
    19.2.3.Takes responsibility to notify any person that may be present during the shoot that there will be
    video recording taking place;
    19.2.4.Has obtained the relevant consents required for rawpro to be able to provide the Services and
    shoot the Footage, which may include signed release forms for those involved.
    19.3. rawpro will not be able to start providing the Services until it has received all information required
    from the Client, including a comprehensive brief.
    19.4. The Client acknowledges and agrees:
    19.4.1.To co-operate with rawpro in all matters relating to the Services;
    19.4.2.To provide rawpro, its agents, subcontractors, consultants and employees, in a timely manner and
    at no charge, access to the Site and other facilities required by rawpro;
    19.4.3.To provide rawpro in a timely manner, with such information as rawpro may reasonably require in
    order to supply the Services, and ensure that such information is complete and accurate in all
    material respects; and
    19.4.4.If rawpro’s performance of its obligations under the Agreement is prevented or delayed by any act
    or omission of the Client, its agents, subcontractors, consultants or employees, rawpro shall:
    19.4.4.1. not be liable for any costs, charges or losses sustained or incurred by the Client that arise
    directly or indirectly from such prevention or delay;
    19.4.4.2.be entitled to payment of the Price despite any such prevention or delay; and
    19.4.4.3. be entitled to recover any additional costs, charges or losses rawpro sustains or incurs that
    arise directly or indirectly from such prevention or delay.
    19.5. Where the Client has supplied the Site for rawpro to use to supply the Services, the Client
    acknowledges that:
    19.5.1.they accept responsibility for the Site; and
    19.5.2.the Site is safe, fit and proper for use to supply the Services.
    19.6.Failure by the Client to comply with this clause shall constitute a Default by the Client as set out in
    clause 8.
  15. LIABILITY
    20.1. rawpro shall not be liable for damages in respect of consequential and/or damage or loss to person
    or property arising out of the Services supplied.
    20.2. rawpro shall not be liable for any loss or damage suffered by the Client due to the Client and/or a
    third party(s) use of the video once the Final Version has been provided to the Client.
    20.3. Subject to the provisions of these Terms and Conditions, rawpro shall be under no liability
    whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss
    of profit) suffered by the Client arising out of a breach by rawpro of these Terms and Conditions
    (alternatively rawpro’s liability shall be limited to damages which under no circumstances shall
    exceed the Price).
    20.4. The Client agrees to indemnify rawpro from and against all costs incurred by rawpro as a result of
    any action whatsoever of the Client that causes loss or damage, whether indirect/direct and/or
    inconsequential/consequential to rawpro, including to rawpro’s equipment.
    20.5. rawpro shall not be liable for any loss or damage to the Site unless due to the negligence of rawpro
    and rawpro receives notice of said loss or damage claim in writing within 7 days of the loss or
    damage occurring.
  16. GENERAL
    21.1. The failure by rawpro to enforce any provision of these Terms and Conditions shall not be treated
    as a waiver of that provision, nor shall it affect rawpro’s right to subsequently enforce that
    provision.
    21.2. If any provision of these Terms and Conditions shall be invalid, void, illegal or unenforceable the
    validity, existence, legality and enforceability of the remaining provisions shall not be affected,
    prejudiced or impaired.
    21.3. These Terms and Conditions and any contract to which they apply shall be governed by the laws of
    Australian Capital Territory and are subject to the jurisdiction of the courts in the Australian
    Capital Territory.
    21.4. The Client agrees that rawpro may amend these Terms and Conditions at any time. If rawpro makes
    a change to these Terms and Conditions, then that change will take effect from the date on which
    rawpro notifies the Client of such change. The Client will be taken to have accepted such changes
    if the Client makes a further request for rawpro to provide any Services to the Client.
    21.5. The Client warrants that it has the power to enter into this Agreement and has obtained all
    necessary authorisations to allow it to do so, it is not insolvent, and that this Agreement creates
    binding and valid legal obligations on it.
    21.6. Any descriptive matter or advertising issued by rawpro and any descriptions or illustrations
    contained on rawpro’s website or literature, are issued or published for the sole purpose of giving
    an approximate idea of the Services described in them.