GENERAL TERMS AND CONDITIONS

Effective date:  15 September 2026

1.    OVERVIEW
 

1.1    This Agreement is between the Service Provider and the Client.

1.2    The Service Provider provides a range of event consultancy, asset booking, and permit processing services, and the Client wishes to enter into an agreement for the services set out in the Proposal.  

1.3    This Agreement consists of these General Terms & Conditions (T&Cs) and the Engagement and Services Proposal (Proposal) along with any subsequent Proposal between the parties from time to time (Agreement).

1.4    The Proposal contains the specific information that is relevant to the Service Provider’s unique arrangement with the Client, and is designed to be read alongside the T&Cs.

1.5    If there is any inconsistency between the T&Cs and the Proposal, the content of the Proposal will prevail to the extent of the inconsistency. Subject to the nature of the Services being provided, additional Special Conditions may apply as set out in the Proposal.

1.6    Any variation to the Proposal must be mutually agreed upon in writing.

1.7    The Agreement will start on the Commencement Date and continue for the Term, unless terminated prior to that date in accordance with these Terms. 

2.    CLIENT RIGHTS AND OBLIGATIONS
 

2.1    The Client acknowledges that they:

a)    have read and understood the T&Cs and the Proposal prior to signing the Agreement; 
b)    are solely responsible for determining whether the Services are appropriate for them; and  
c)    have sought professional and/or legal advice should they require clarification on any aspect of the Agreement.
 

2.2    The Client further acknowledges, agrees and accepts that they will: 

a)    provide all necessary and accurate Client Information, documentation, and data relevant to the Project in a timely manner as set out in this Agreement; The required Client Information and documentation include, but are not limited to:
 

i.    Brief / Concept and full mechanics of the proposed activity
ii.    Event Proposal – including event description, mechanics, site plan (live and bump), production schedule, list of equipment, key personnel, vehicle management plan, pedestrian management plan, waste management, noise management, etc. (A full checklist can be downloaded from the Service Provider’s website or provided upon request.)
iii.    Safety Documents – risk assessment and management plan, SWMS, JSA, traffic control plan, crane analysis, etc.
iv.    Certifications  and licences - e.g. structural drawing and engineer certificate of a proposed build, liquor licence, food permits, plant equipment operator licences, etc.
v.    Insurance documents – Public Liability Insurance (min $20M), Workers Comp
vi.    Any other document that the Assets or relevant authorities may require which the Service Provider will include in the Proposal or in the proceedings of a service.
 

b)    promptly review and provide feedback on deliverables and will approve or request revisions within the agreed-upon timeframe as set out in this Agreement

c)    ensure the availability of any required materials, items, or resources necessary for the successful execution of the Services;

d)    make timely decisions on  choices of assets, booking dates, and other relevant matters to prevent delays in the Project;

e)    ensure payments of Fees will be made on time and as set out in this Agreement;

f)    maintain open and effective communication with the Service Provider, promptly addressing any questions, concerns, or requests for information; 

g)    facilitate the timely completion of the Services by adhering to the Key Dates set out in the Proposal;

h)    fulfill any obligations related to third-party agreements or services that are integral to the progress of the Services; 

i)    Permits and licences: the Service Provider applies for and processes Asset Permits only. The Client is responsible for obtaining every other permit, licence, approval or certification the Project needs, and for complying with the conditions of every Asset Permit and every licence secured for the Project;

j)    the Client is responsible for the following, at the Client’s cost:

i.    attend a site visit with the Service Provider or a site representative before the Project date to confirm that site amenities and vehicle and bump in access meet the requirements;
ii.    induct all contractors and staff, online or on site, as the Asset Provider requires;
iii.    carry out risk assessments before and during the Project and sign off on the day;
iv.    take due care of the Asset;
v.    pass on Asset information, guidelines, restrictions and directions to everyone working on site and make sure they are observed;
vi.    report incidents, accidents and injuries on site;
vii.    obtain engineering or builder sign off on the day where the Project requires it; and
viii.    carry out all other tasks and requirements set by an Asset Provider, which the Service Provider will pass on to the Client as part of the Asset Permit or booking conditions;

k)    the Client accepts that some Assets are not dedicated event spaces. Assets such as train stations, passenger terminals, shopping centres and public precincts have a primary function that comes first, including the safe and continuous operation of the site for passengers, tenants and contractors. The Client must cooperate with tenants and other occupiers, and the site or station manager has the final say on the day.

Appointment as Authorised Representative

2.3    The Client appoints the Service Provider as the Client’s authorised representative for the purpose of sourcing, applying for, negotiating and securing Assets and Asset Permits for the Project. The appointment is limited to that purpose and to the Assets and Asset Permits set out in the Proposal.

2.4    The Client is at all times the applicant for, and the holder of, every Asset Permit and every booking for an Asset. The Service Provider acts only in the Client’s name. The Service Provider does not contract with an Asset Provider in its own right and is not a party to any Asset Permit, licence or booking.

 
Authority 

2.5    The Client authorises the Service Provider to do the following in the Client’s name:

a)    submit applications, expressions of interest and booking requests to an Asset Provider;
b)    negotiate and sign licences, permits, booking forms, site agreements and related documents for an Asset;
c)    be nominated to an Asset Provider as the Client’s billing and payment contact, receive invoices for Asset Fees, and pay them out of funds received from the Client; and
d)    give and receive notices and information about an Asset or an Asset Permit.
 

Asset contracts
 

2.6    The Client must:

a)    on request, give the Service Provider a written authority naming it as the Client’s authorised representative for an Asset, in the form the Asset Provider requires;
b)    sign any document for an Asset directly and promptly where the Asset Provider requires the Client to sign it;
c)    comply with every condition of every Asset Permit and every guideline or direction given by an Asset Provider, and make sure that everyone attending, working at or supplying the Project does the same; and
d)    pay every Asset Fee, and every charge, bond, penalty, damage or reinstatement cost an Asset Provider charges in connection with the Project.

2.7    The Service Provider:
 

a)    is not required to lodge an application, confirm a booking, sign a document or pay any amount to an Asset Provider until it has received cleared funds from the Client for that amount, and is not liable for an Asset, a date or an Asset Permit that is lost because funds were not received in time;
b)    will give the Client a copy of any document it signs in the Client’s name, on request; and
c)    ceases to be the Client’s authorised representative when the Agreement ends, which does not affect any Asset Permit or booking already secured in the Client’s name, or any amount already owing to an Asset Provider.

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3.    SERVICE PROVIDER OBLIGATIONS
 

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3.1    Service Standards and Professional Conduct
 

The Service Provider shall always conduct themselves in a professional manner while providing the Services. This includes being punctual, respectful of the Client’s rights and providing the Services to a reasonable standard and of a reasonable quality consistent with industry best practices, and the Service Provider will actively engage in quality assurance processes to monitor and enhance service delivery.  
 

3.2    Schedule and Key Dates 
 

a)    The Service Provider agrees to perform the Services and to provide the Services and Deliverables to the best of the Service Provider’s ability and in accordance with the Key Dates as set out in the Proposal 
b)    If Services outside the scope are required, these will be quoted separately 
 

3.3     Services Scope and Limitations
 

The Services are set out in the Proposal. The scope, inclusions, exclusions, deliverables, fees and billing terms for each service, and for each stage of a service, are set out in the Proposal and in the Annexes to it. The Service Provider will provide only the Services set out in the Proposal.
 

a)    Scope of an Asset Permit or booking
 

i.    The permits or bookings that the Service Provider secures for the Client are limited to the use of an Asset (venue or commercial space or opportunity) for an approved activity.  The permit covers usage of the approved space and, where confirmed, vehicle access and use of utilities, facilities, amenities.  
ii.    The Asset Permit or Booking and the Services do not cover:
 

1)    Parking and use of Loading Zones – arrangements and provisions must be arranged by Client’s vehicle operator
2)    Other licences or permits required for the event mechanics, including but not limited to: food permits, liquor licence, plant equipment operator licence, drone permits or CASA approvals and licences, vehicle registrations, etc. 
3)    Staffing – event staff, promo staff, entertainment, site supervisors during set up and pack down, film and photography crew, etc.. 
4)    Security and Crowd Control 
5)    Vehicle, Road, and Traffic Management
6)    Risk Assessment and Management Plan including SWMS, JSAs, etc. 
7)    All these must be arranged by the Client with the appropriate professionals/ third-party service providers.
 

Limitations 
 

b)    The effectiveness of the Services provided is subject to the following limitations, contingent upon the Client's adherence to their obligations and other external factors:
 

i.    Force Majeure: The Service Provider is not responsible for any delays or cancellations caused by circumstances beyond its control, such as natural disasters, government restrictions, or other unforeseen events.
ii.    Unapproved Changes: Any changes or additions to the Project made without the Service Provider’s prior approval and knowledge are not our responsibility.
iii.    Health and Safety Compliance: Ensuring the Project complies with all health and safety regulations is the responsibility of the Client. The Service Provider will advise and assist where possible, but final compliance is outside the scope of responsibility of the Service Provider.
iv.    Emergency Contact: The Client must provide an emergency contact who will be present on the Project Date and available to make decisions if needed.
v.    Event Insurance: The Client is responsible for obtaining adequate insurance coverage for the Project. The Service Provider is not liable for any incidents or accidents occurring during the event.
vi.    No guarantee of approval: an Asset Provider decides whether to grant an Asset Permit or a booking. The Service Provider does not warrant that an application will be approved, or that it will be approved on particular terms or by a particular date.
vii.    Asset Provider decisions and performance: the Service Provider is not liable for the acts, omissions, decisions, delays or performance of an Asset Provider, including a refusal to grant, a delay in granting, or a variation, suspension or revocation of an Asset Permit or booking.
viii.    Other approvals: where the Service Provider tells the Client that the Project may need a permit, licence, approval or certification that the Service Provider does not process, that is general information only. The Client is responsible for obtaining it and for taking its own advice on it.

3.4    Appointing subcontractors
 

a)    The Service Provider reserves the right to appoint subcontractors to perform some or all of the Services or provide the Deliverables as set out in the Proposal. 
b)    The Service Provider will be responsible for any appointed subcontractor for the Term of the Agreement and thereafter and will be held to the same conditions as set out above with respect to acceptable behaviour, security, confidentiality and privacy.
c)    The Subcontractors will at all times be supervised by the Service Provider whilst providing the Services. All Subcontractors are required to enter into a non-disclosure agreement with the Service Provider prior to appointment.

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​4.    MUTUAL OBLIGATIONS
 

4.1    Each party agrees that:
 

a)    they will maintain valid and adequate insurance coverage during the term of this Agreement. The insurance coverage should be sufficient to protect against any claims that may occur during the provision of the Services; 
b)    they will comply with all Applicable Laws;
c)    the other party will not be liable for any failure to carry out any obligation under this Agreement to the extent it is caused by the failure of the other party to comply with its obligations under the Agreement; and 
d)    if delays occur for reasons beyond the parties’ control, such as due to a Force Majeure Event or the failure of third parties to meet their obligations, rendering the Key Dates in need of being rescheduled, the parties will use their best efforts to reschedule the Key Dates accordingly. 

5.    FEES AND PAYMENT TERMS
 

5.1    Engagement Fee
 

The Engagement Fee set out in the Proposal is payable before the Service Provider starts work on a Project. It covers the administrative and operational cost of taking on the Project and holding time and resources for it.
 

5.2    Fees
 

a)    The Service Fee for each stage or service is set out in the Proposal. Unless the Proposal says otherwise, the Service Fee is payable in two parts: an Engagement Fee of 50%, payable on engagement and before work starts, and a Completion Fee for the balance, invoiced at the milestone set out in the Proposal.
b)    The Service Provider is not required to release Asset Permits, booking confirmations or Deliverables to the Client until the Completion Fee invoice has been paid in full.
c)    The Service Provider does not add a margin to Asset Fees. Asset Fees are passed on to the Client at cost, and any discount an Asset Provider gives the Service Provider on an Asset Fee is passed on to the Client.
d)    The Service Fees, payment terms and due dates for each engagement are set out in the Proposal. The Service Provider may agree different fees, payment terms or due dates with different clients, or for different Projects, without changing these T&Cs.
e)    All Fees will be payable via electronic funds transfer to the Service Provider’s nominated bank account.  The Client will receive a Tax Invoice from the Service Provider prior to payment being due in each instance.
f)    All amounts payable or other consideration provided in respect of amounts payable in relation to this Agreement are exclusive of GST unless otherwise stated.  
g)    All GST must be paid at the time any payment to which it relates is payable (provided a tax invoice has been issued). 
 

5.3    Asset Fees
 

a)    Asset Fees are the amounts charged by an Asset Provider for an Asset and for its use. They include venue hire and booking fees, permit application and processing fees, site supervisor and other mandatory venue staffing, security, cleaning, power, bollard removal, vehicle access, administration fees, repair, damage and reinstatement charges, bonds, and any penalty, change or re-issue fee charged because of a change, postponement or cancellation.

b)    Asset Fees are payable by the Client in full and are not part of the Service Fee. Unless the Proposal or the invoice says otherwise, the payment terms for Asset Fees are:

i.    Single Asset Booking - 100% payment due seven (7) days prior to Asset’s payment deadline, OR prior to the first Asset booking date as outlined on the relevant Proposal schedule, whichever comes first.
ii.    Multiple Assets Booking (Grouped Invoicing) - If a project involves multiple Assets across a series of broad or staggered dates, all dates that fall within 30 days of each other will be grouped together into a single billing phase. The due date for the grouped billing will be seven (7) days prior to the payment deadline or booking date of the first Asset as outlined on the relevant Proposal schedule, whichever comes first. 
 

c)    Application fees charged by an Asset Provider are not refundable, whether or not the application is approved. Paying an application fee does not guarantee approval, although some Asset Providers will hold a site or a date once it is paid.
 

d)    An Asset Provider may charge a bond to secure against damage and against a failure to comply with the Asset Permit conditions. The Asset Provider sets the amount. Damage, additional charges and reinstatement costs are deducted from the bond, and if they exceed the bond the Client must pay the balance in full. The time taken to debrief, hand back the Asset and return a bond varies between Asset Providers. Debrief usually starts between one hour and three Business Days after the Project, and calculation of damages and processing of a bond usually takes 14 to 28 Business Days after the debrief.

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5.4    Travel and additional site visits
 

Where a site visit is included in the Services, it is included as set out in the Proposal. The fee covers time on site at a metro Sydney location. A site visit outside metro Sydney, and any additional site visit, is charged separately and quoted before it is booked.
 

5.5    Retainer Clients 

Retainer clients will be billed monthly in advance on the Payment Dates as set out in the Proposal.
 

5.6    Retainer Services (hourly)
 

a)    Monthly Retainer Services. The Client agrees to retain the Service Provider for a set number of hours each month ('Retained Hours'), as detailed in the Proposal. The Service Provider commits to reserving this time for the Client and to providing the Services up to the limit of the Retained Hours.
b)    Rollover of Unused Hours. Should the Client not utilise all of the Retained Hours in any given month, the unused hours will automatically roll over to the subsequent month. The rollover hours will be available for use by the Client in addition to the Retained Hours of that following month.
c)    Limitation on Rollover Hours. Rollover hours must be used within [three months] of their accumulation. Any hours not used within this period will expire and will not be refundable or credited.
d)    Tracking and Reporting of Hours. The Service Provider will track all hours worked under this retainer and will provide the Client with a monthly report detailing hours used and hours remaining, including any rollover hours.
e)    Exceeding Retained Hours. In the event that the Client requires services that exceed the total of the Retained Hours and any rollover hours in a given month, the Service Provider will notify the Client, and any additional hours will be subject to availability and billed at the rate set out in the Proposal.
 

5.7    Out of pocket expenses
 

The Client will cover out of pocket expenses the Service Provider incurs in delivering the Services. The Service Provider will obtain the Client’s written approval before incurring them, unless they are Asset Fees payable under the Proposal.
 

5.8    Fee review
 

The Service Provider may vary its fees for future Proposals on giving the Client 14 days’ written notice. A variation does not affect a fee already agreed in a Proposal that the Client has accepted.
 

5.9    Additional work Fees
 

If the Client engages the Service Provider to complete additional work (outside of the scope of the original Proposal) the Service Provider will issue the Client with an estimate of additional work fees, Once agreed by the Client, the Service Provider will issue the Client with a tax invoice for the additional work, payable within seven (7) days. The Service Provider will not be able to commence the additional work until the tax invoice has been paid in full. 
 

5.10    Recovery of Unpaid Fees
 

If the Client do not pay the Service Provider any portion of the Fees within the stipulated timeframe, the Service Provider reserves the right to cancel any upcoming  Services and Asset bookings and suspend further Services until the outstanding payment is settled. 
 

The Service Provider may charge the Client interest at the Interest Rate set out in the Proposal, calculated daily on any overdue amount from the due date until payment. If unpaid Fees are recovered through an external agency, the Client acknowledges that the Client will be responsible for the costs involved in the recovery.

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6.    CANCELLATION AND POSTPONEMENT
 

6.1    Cancellation by the Client
 

a)    The Client may cancel a Project, or any stage of it, by written notice to the Service Provider.
b)    The Completion Fee remains payable for the Services performed up to the date of cancellation. Refunds are dealt with in clause 9. The Service Provider may, at its discretion, hold all or part of the Engagement Fee as a credit against a future Project.
c)    The Client remains responsible for all Asset Fees committed or incurred before cancellation, and for any cancellation, administration, change or penalty fee charged by an Asset Provider. Whether an Asset Fee is refundable is decided by the Asset Provider under its own terms.
 

6.2    Postponement or change of date
 

a)    The Service Fee covers the number of revisions to the brief, date changes and locations set out in the Proposal. Each further revision or change is charged at the rate set out in the Proposal.
b)    Where the Client postpones a Project or changes its dates after the permit or booking process has started, the Service Provider must re-do some or all of the work already done. A further Engagement Fee is payable for that work, and the Completion Fee for the original engagement remains payable.
c)    Postponement is subject to the Asset being available. The Client is responsible for any penalty, administration, change or re-issue fee charged by an Asset Provider because of the postponement.
d)    If the original Asset is not available on the new dates and no Asset from the shortlist prepared for the Client can accommodate the Project, a further scoping and planning Service Fee applies, as set out in the Proposal, to research and brief replacement Assets.

7.   RESCHEDULING OR CANCELLATION BY CLIENT (CONSULTANCY SESSIONS)

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7.1    Client Rescheduling

The Client may reschedule a Consultancy Session by giving the Service Provider written notice at least six (6) Business Hours before the scheduled start time. Notice must be sent by email or text message to the contact details in the Proposal. The Service Provider will use its best efforts to accommodate the request, subject to availability.

7.2    Client Cancellation
 

If the Client cancels a Consultancy Session and does not reschedule it, or it cannot be rescheduled, the Consultancy Session is forfeited and no refund or credit is payable. The Service Provider may, at its discretion, offer a credit or a refund where the circumstances warrant it.

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8.    RESCHEDULING OR CANCELLATION BY SERVICE PROVIDER (CONSULTANCY SESSIONS)

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8.1    Service Provider Rescheduling

The Service Provider may need to reschedule a Consultancy Session because of unforeseen circumstances such as a scheduling conflict. The Service Provider will notify the Client as soon as possible and work with the Client to find an alternative time.

8.2    Actions of Client

The Service Provider reserves the right to cancel a Consultancy Session or withhold the Services if the actions of the Client (including any Employees) prevent or significantly hinder the Service Provider from safely and effectively providing the Services. If the Service Provider is unable to complete the Services or any portion of the Services due to the actions of the Client, the Client shall not be entitled to any refunds or compensation for the cancelled or uncompleted Services. 

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9.    REFUND
 

9.1    Engagement Fee
 

The Engagement Fee is not refundable, except as required by law or as the Service Provider agrees in writing. It covers administration, pre-allocated time and the lost opportunity to take on other work. If the Client ends the Agreement at any time during the Term, the Engagement Fee is forfeited.
 

9.2    Asset Fees
 

The Service Provider does not refund Asset Fees. Whether an Asset Fee is refundable is decided by the Asset Provider under its own terms. Where the Service Provider receives a refund of an Asset Fee from an Asset Provider, it will pass that refund on to the Client.
 

9.3    Fees 
 

Due to the nature of the Services and Deliverables, the Client cannot request a refund from the Service Provider where:
 

a)    the Client has changed their mind;
b)    the Client’s personal or financial circumstances have changed; 
c)    the reason for termination is outside of the Service Provider’s control; and/or
d)    the Client insists on Services being performed in a way that is against their advice; and/or 
e)    an Asset Provider refuses, delays, varies, suspends or revokes an Asset Permit or a booking for reasons outside the Service Provider’s control.

Refunds will be offered in accordance with both Australian Consumer Law and applicable State Fair trade legislation. The Service Provider is permitted to exercise their discretion in any circumstances where a refund of any fees already paid by the Client may be appropriate.   
 

9.4    Processing 
 

Where it is determined that a refund is due, the Service provider will organise prompt payment via: 
 

a)    the original payment method; 
b)    a third party payment provider; or
c)    as otherwise agreed between the parties. 
 

Where a third party processor is required for the transaction, the Client acknowledges and agrees that transaction/processing fees may be deducted from the refund amount. 
 

9.5    Post-Refund Obligations 
 

a)    Where the Client receives a refund either directly from the Service Provider or via a Chargeback the Client acknowledges, agrees and accepts that they will: 
 

i.    destroy all electronic copies of the Deliverables and any other Intellectual Property issued to the Client by the Service Provider during the Term of the Agreement and provide written confirmation to admin@dotsandcrosses.com.au once completed; and
ii.    not use any Intellectual Property of the Service Provider for any purpose. 
 

b)    Where the Client does not comply with clause 9.5a) the Service Provider is entitled to recover the fees refunded through a formal debt recovery process including any interest on the outstanding amount and seek further legal remedies, where appropriate. 
c)    For the purposes of these Terms, "Chargeback" means the reversal of a payment in response to a request that a customer files directly with their issuing bank or payment network provider. 

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10.    CLIENT INFORMATION AND FEEDBACK
 

10.1    The Client acknowledges that 
 

a)    they will be required to provide the Service Provider with clear and comprehensive Client Information, instructions, and specifications for the Services as set out in the Proposal;
b)    the Service Provider will rely upon information the Client provides as being accurate to the extent of the Client’s knowledge and the Client is responsible for providing the Service Provider with updated information throughout the Term of the Agreement; 
c)    the Service Providers ability to meet the Key Dates is partially dependent on how promptly the Clients feedback or approval is provided. 
d)    they will be required to provide written feedback or approval within seven (7) days of the Service Provider sending materials to the Client at any stage during the Term of the Service Provider Agreement; and 
e)    if feedback is not provided within the timeframes specified in the Proposal, the draft deliverables will be deemed to be accepted and the incorporation of any additional feedback will be quoted and charged as additional work under clause 5.9. 
 

10.2    If the Service Provider has any questions or requires clarification regarding the Client Information, they will promptly seek clarification from the Client to ensure there is a clear understanding of the requirements.
 

10.3    In the event that the Service Provider believes any aspects of the Client Information are contradictory, unclear or impractical, the Service Provider will notify the Client for further discussion and resolution and the Client agrees to provide timely feedback in accordance with the Key Dates specified in the Proposal.
 

10.4    The Service Provider will not be liable for errors or defects in a Deliverable after the Client has accepted it. Correcting errors or defects after acceptance is additional work and is quoted under clause 5.9.

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11.    DELAYS AND NON-COMPLETION

11.1    The Service Provider will not be liable for any failure to perform the Services or meet the Key Dates to the extent that it is caused by the Clients noncompliance with their obligations under the Agreement. 
 

11.2    If the Service Provider is delayed or prevented from performing the Services or meeting the Key Dates, either due to their noncompliance with their obligations or a Force Majeure Event, the Service Provider reserves their right to reschedule the Key Dates.  
 

11.3    If the Service Provider is unable to reschedule the Key Dates due to a Force Majeure Event, this shall not be deemed a breach of the Agreement.  
 

11.4    If the Service Provider is unable to perform the Services for any reason and is unable to reschedule the Key Dates, the Client are entitled to terminate the Agreement and receive a refund of Fees paid, less the Service Fee for Services already performed and less any Asset Fees already paid or committed on the Client’s behalf. 

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12.    INTELLECTUAL PROPERTY

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12.1    Licence Grant 
 

a)    To the extent that a party is required to use any of the other party’s Intellectual Property (IP) for the purpose of performing their obligations under this Agreement, each party grants to the other a revocable, non-transferable, non-exclusive, royalty-free licence to use the other party’s IP for that sole purpose. 
b)    The licence granted by each party to the other to use IP for the purpose set out in the Agreement is conditional on the recipient not sub-licensing, publishing, selling, or otherwise allowing it to be used by third parties, and also not modifying it in any way except as otherwise agreed.
 

12.2    Client provided Intellectual Property
 

For any intellectual property that the Client issues to the Service Provider during the Term of the Agreement, the Client warrants that they are the owner of this intellectual property and indemnify the Service Provider against any claim made by a third party arising out of any breach of intellectual property rights.  
 

12.3    Use of the Deliverables
 

a)    The Client may use the Deliverables for the Agreed Purpose set out in the Proposal.
b)    The Client will credit the Service Provider where the Client refers publicly to the work, and will make sure that any third party the Client gives a Deliverable to uses it only for the Agreed Purpose.
 

12.4    Ownership of the Deliverables
 

a)    The Service Provider owns all Intellectual Property Rights in the Deliverables and in the templates, checklists, trackers, manuals, systems and methods it uses to produce them. Nothing in this Agreement transfers that ownership to the Client.
b)    On payment of all Fees, the Service Provider grants the Client a non-exclusive, non-transferable, perpetual licence to use the Deliverables for the Agreed Purpose. Until all Fees are paid, the Client may use the Deliverables only for the purpose of reviewing them.
c)    An Asset Permit, licence or booking confirmation issued by an Asset Provider is not the Intellectual Property of either party. It is issued on the Asset Provider’s terms and may only be used as those terms allow.
d)    The Client must not sub-licence, publish, sell or otherwise provide a Deliverable to a third party except as needed for the Agreed Purpose.
 

12.5    Moral Rights and Third Party Rights
 

a)    Each party must obtain written consent from individuals who hold Moral Rights for any materials they contribute under this Agreement. This ensures that the materials can be used in accordance with this Agreement and that the use of the materials by either party, its licensees, successors, or authorised individuals will not infringe anyone's Moral Rights.
b)    The Client and the Service Provider acknowledge that all Third-Party Materials are the exclusive property of their respective owners and where Third Party Materials are required to perform the Services or otherwise required to be integrated into a Deliverable then:
c)    the parties will agree and obtain a licence and any costs associated with obtaining a licence; and
d)    any costs associated for the use of Third-Party Materials will be borne by the Client.
12.6    This clause survives termination or expiry of this Agreement.
 

13.    TERMINATION

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13.1    Termination by the Client for convenience

a)    The Client may terminate this Agreement by giving the Service Provider 14 days’ written notice by email to the address set out in the Proposal.
b)    Fees on termination for convenience
 

On termination under this clause:
i.    refunds are dealt with in clause 9;
ii.    the Service Provider is entitled to be paid for all Services performed up to the date of termination;
iii.    the Client remains responsible for all Asset Fees committed or incurred before termination and for any cancellation or penalty fee charged by an Asset Provider; and
iv.    the Service Provider will refund any Fees paid in advance for Services not performed and not committed.
 

13.2    Termination by Service Provider
 

a)    The Service Provider may terminate the Agreement with immediate effect if: 
 

i.    the Client do not pay the Fees by the Payment Dates or within the timeframe specified in the Proposal or applicable tax invoice; 
ii.    the Client fails to provide the Client Information or other information within a reasonable time of the Service Provider request; 
iii.    the Client otherwise breaches any obligation under the Agreement; 
iv.    the Service Provider considers that mutual trust or confidence no longer exists; 
v.    the Service Provider determines that they are no longer able to perform the Services for any reason. 
 

b)    If the Service Provider terminates the Agreement in accordance with clause 13.2iv the Service Provider will, at the Service Provider sole discretion: 
 

i.    complete all work for which the Client have paid the associated Fees; or 
ii.    refund Fees paid for work not yet performed, or not able to be performed as a result of termination
 

c)    The Client acknowledges that if the Agreement is terminated because of the Client’s breach, the Client remains liable for the outstanding Fees owed to the Service Provider, for all Asset Fees committed or incurred on the Client’s behalf, and for any additional costs or damages incurred as a result of the breach.
 

13.3    Termination by Client (for Breach) 

a)    The Client may terminate this Agreement by providing written notice to the Service Provider in the event of a material breach by the Service Provider such as a failure to deliver the Services as agreed in the Proposal and has not remedied the same within 7 days of the date of written notice.
 

b)    Upon termination for the Service Provider's breach, the Service Provider shall promptly refund any Fees paid by the Client for Services not yet provided.
 

13.4    Termination by either party (breach or Force Majeure)
 

a)    Either party may terminate the Agreement if the other party: 
 

i.    is unable to meet their obligations due to a Force Majeure Event for a period exceeding thirty (30) days;
ii.    commits a material breach of the Agreement which is not capable of remedy; and/or
iii.    becomes insolvent or bankrupt. 
b)    Termination under this clause does not affect the Client’s obligation to pay the Service Fee for Services already performed, or the Client’s responsibility for Asset Fees already committed or incurred on the Client’s behalf.
 

14.    POST TERMINATION OBLIGATIONS
 

14.1    Outstanding Fees
 

The Client shall pay all outstanding Fees and expenses incurred up to and including the termination date within [14] days of receiving the final invoice.
 

14.2    Hand over of permit documentation
 

On termination the Service Provider will hand over every Asset Permit, booking confirmation and Deliverable for which the Client has paid in full. The Service Provider is not required to hand over anything for which Fees remain unpaid.
 

14.3    Return of Property
 

a)    the Service Provider will promptly return any property provided by the Client for the purpose of performing the Services; and 
b)    where the Client, or anyone attending or working on the Project, has property belonging to the Service Provider or to an Asset Provider, including keys, passes, access devices and equipment, it must be returned promptly.
 

14.4    Maintain Confidentiality 
 

a)    each party must continue to maintain the confidentiality of any confidential information disclosed during the term of the Agreement and return or destroy (at the other party’s request) all Confidential Information of the other party; and
b)    the Service provider may be required to retain Client’s records for a period consistent with legal and ethical record keeping requirements as stipulated by applicable law and will hold such records in compliance with privacy legislation.

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15.    WARRANTIES AND INDEMNITIES
 

15.1    The parties warrant that they have full power, capacity and authority to enter into and perform their obligations under the Agreement. 
 

15.2    The nature of certain Services means that the Service Provider is unable to guarantee particular results, and any examples of Services provided to or created for other clients is a representation of potential results only. 
 

15.3    The Client acknowledges that the Service Provider cannot be held responsible for any negative impact on the Services as a result of inaccuracies in information provided to the Service Provider by the Client, nor the cost of rectifying such inaccuracies. 
 

15.4    The Service Provider is not liable for errors or omissions in a Deliverable, or in an Asset Permit, that have been completed and issued based on the Client Information provided.
 

15.5    The Service Provider does not warrant that an application for an Asset Permit or a booking will be approved, or that it will be approved on particular terms or by a particular date. That decision is made by the Asset Provider.
 

15.6    The parties agree that: 
 

a)    except as set out in this Agreement, the Services are provided on an “as is” basis without representation, warranty or condition of any kind (either express or implied); 
b)    all express or implied warranties, representations, statements, terms and conditions relating to the Agreement or its subject matter which are not contained in the Agreement, are excluded from the Agreement to the maximum extent permitted by law;  
c)    nothing in the Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied by or imposed by any law (including statute or regulation) which cannot be lawfully excluded, restricted or modified; 
d)    to the extent permitted by the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth), where the Service Provider is liable for a failure to comply with a consumer guarantee that cannot be excluded, and the Service Provider is entitled to limit its liability, that liability is limited:
 

i.    in the case of services, to supplying the services again; or 
ii.    the payment of the cost of having the services supplied again.  
 

15.7    Each party agrees to indemnify and hold harmless the other party, their respective affiliates, officers, directors, agents, and employees from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to any breach of this Agreement, negligent acts or omissions, willful misconduct, by either party or their respective affiliates, officers, directors, agents, or employees. In addition, the Client indemnifies the Service Provider against all Asset Fees, charges, bonds, penalties, damage and reinstatement costs and other amounts the Service Provider pays or becomes liable to pay in acting as the Client’s authorised representative under clauses 2.3 to 2.7, and against any claim by an Asset Provider or other third party arising from the Client’s use of an Asset or from a failure to comply with a condition of an Asset Permit.
 

15.8    The parties agree that: 
 

a)    neither party will be responsible, liable or held in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is directly caused by the other party failing to comply with its obligations under the Agreement or negligence or misconduct of the other party or its employees, agents, guests, personnel or contractors;  
b)    each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done by the other party under or in connection with the Agreement; and
c)    in no event will either party be liable to the other party for any Consequential Loss. 
 

15.9    The Client acknowledges and agree that the Client are providing the Service Provider access to the Clients  files and permissions, at the Clients own risk. While the Service Provider will take reasonable measures to ensure the security of the Clients accounts, the Client understands that there are inherent risks associated with sharing access and information.  
 

15.10     The Client also acknowledge that the Service Provider is not responsible for any loss incurred from security breaches, and that any loss resulting from such breaches is not in any way the Service Provider fault. 
 

15.11    The Service Provider will use appropriately secure protections and protocols, however given the nature of electronic communication and data storage, the Service Provider cannot be held responsible for third party interception, virus transmission, or issues with cloud-based storage facilities, including loss of data. 
 

15.12    The information the Service Provider provides through their services does not constitute professional business, financial or legal advice, regardless of whether they are licensed professionals of any type. The Service Provider cannot be held liable for any action taken by the Client in reliance on the information provided. The Client agrees to consult with the relevant licensed professional/s prior to taking any action. This includes information the Service Provider gives about a permit, licence, approval or certification that the Service Provider does not itself process, such as food permits, liquor licences, development applications, police clearances, road and traffic permits, pyrotechnics, amusement devices, noise approvals and drone or CASA approvals, and any other similar permits or licences that are determined as required by the Asset owners or managers. That information is general only and the Client is responsible for obtaining the permit, licence or approval and for taking its own advice on it. 
 

15.13    This clause survives expiry or termination of the Agreement.

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16.   LIMITATION OF LIABILITY

16.1    The liability of each party to the other party, including under an indemnity, is capped at the total Service Fee paid or payable by the Client under the Proposal to which the liability relates. Asset Fees are not included in the cap. Where more than one Proposal is on foot, the cap applies separately to each Proposal. This liability will be reduced to the extent that the other party’s acts or omissions contribute to or cause the liability. The cap does not apply to the Client’s obligation to pay the Fees, or to the Client’s indemnity in clause 15.7.
 

16.2    This clause survives expiry or termination of this Agreement. 
 

17.    CONFIDENTIALITY AND PRIVACY
 

17.1    Each party agrees that, unless it has the prior written consent of the other party, it will: 
 

a)    keep the Confidential Information of the other party confidential at all times; 
b)    ensure that any person to whom Confidential Information is disclosed is aware of and complies with this clause; and 
c)    where there is prior consent, inform the other party of any proposed disclosure, including the form of disclosure, within a reasonable timeframe. 
 

17.2    These obligations of confidentiality do not apply to any disclosure that: 
 

a)    is for the purpose of performing the Agreement or exercising a party’s rights under the Agreement; 
b)    is required by Applicable Law; or 
c)    relates to Confidential Information that is publicly available through no fault of the receiving party or was rightfully received from a third party without restriction and without the breach of any obligation of confidence. 
 

17.3    Any Confidential Information supplied to the Service Provider that incorporates personal information will be dealt with in accordance with the Service Provider’s Privacy Policy, which is available on their website: Dots & Crosses Privacy Policy  
 

17.4    This clause survives termination or expiry of this Agreement. 

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18.    MARKETING AND PROMOTION
 

18.1    Recognition 
 

The parties agree that unless otherwise expressly agreed in the Proposal, the Service Provider  will retain the right to reproduce, publish and display their involvement in the Services together with reference to the Client (including Client’s name, business name,  project names and images) in portfolios, on websites, and in galleries, design periodicals and other media (including social media) or exhibits for the sole purpose of recognition of Services provided.
 

18.2    Testimonials  
 

The Client consents to the use of any testimonials, reviews, or feedback provided to the Service Provider for promotional and marketing purposes. The Client understands that these testimonials may be published on the Service Provider's website, social media platforms, marketing materials, and other promotional channels. 
 

18.3    Right to Withdraw Consent  
 

The Client has the right to withdraw their consent at any time. To do so, the Client must notify the Service Provider in writing, and the Service Provider will promptly cease the use of such materials for promotional purposes.