Terms & Conditions of Sale
“Conditions” means these Terms & Conditions (which are subject to change from time to time without notice to any customer) including the further Terms & Conditions as displayed here (hyperlink) on our website;
“Customer” means a person, firm or corporation (and includes their agents and/or representatives), jointly and severally if there is more than one, acquiring Services from GLUE Content;
“Package” means the packages as defined by clause 3 below.
“Services” means services supplied by GLUE Content to the Customer, being the production of video content.
“GST” means the goods and services tax as defined in A New Tax System (Services and Services Tax) Act 1999 as amended.
Basis of Contract
Unless otherwise agreed by GLUE Content in writing, these Conditions apply exclusively to every contract for the sale of Services by GLUE Content to the Customer and cannot be varied or supplanted by any other conditions (including but not limited to the Customer’s terms and conditions of purchase, if any) without the prior written consent of GLUE Content.
Any written quotation provided by GLUE Content to the Customer concerning the proposed supply of Services is an invitation only to the Customer to place an order based upon that quotation and is subject to the Customer offering to enter a contract with GLUE Content and accepting these Conditions. The Conditions may include additional terms in GLUE Content’s quotation provided that such additional terms are not inconsistent with these Conditions.
An order will not be accepted until GLUE Content communicates acceptance to the Customer in writing or by electronic means or it has provided the Services.
GLUE Content in its absolute discretion may refuse to accept any offer from a Customer.
The non-negotiable terms of the Packages provided by GLUE Content are referable to each individual Package, but include, inter alia, the following:
- The production of videos
- Animation of logos
- Music beds
The packages provide for a certain number of videos to be delivered to the customer per month. In the event the Customer does not need, or because of the conduct of the Customer, GLUE Content does not provide the agreed number of videos for any given month, the number of videos not provided does not get reallocated to the following month or any other month.
- Prices quoted for the supply of Packages or Services exclude GST.
- Package price (on a minimum 6-month contract) billed bi-annually.
- Monthly payment options (as opposed to a 6 month upfront payment) include 3% monthly surcharge, charged to the Customer each month.
If GLUE Content is required to work on location, all travel and accommodation will be charged at cost in addition to the Package quote. However, transport costs will not be charged By GLUE Content for work carried out at locations within 25km of the Melbourne Central Business District. This additional travel costs will be quoted upfront to the Customer before GLUE Content commences work, and payment for same will be required before work
Prices quoted for the supply of Packages or Services are subject to change without notice.
- Payment by the Customer will be subject to GLUE Content providing a tax invoice for GST purposes.
- Payment for Packages or Services supplied by GLUE Content is to be made in full upfront in cleared funds.
- GLUE Content will not commence work until the amount due and payable is paid to GLUE Content in full.
- Payment to GLUE Content is to be made by electronic funds transfer or direct debit to an account nominated in writing by GLUE Content (with confirmation provided to GLUE Content in writing when it has been paid).
Passing of Property
Until full payment in cleared funds is received by GLUE Content for all Services supplied by it to the Customer, as well as all other amounts owing to GLUE Content by the Customer, the title and property in all intellectual property remains vested in GLUE Content and does not pass to the Customer.
Once the Packages or Services have been paid for by the Customer and delivered to the Customer by GLUE Content, the Customer owns all rights, title and interest in the Packages or Services.
The Customer acknowledges that once the Packages or Services have been delivered to the Customer, it is the owner and publisher of the Packages or Services and takes full responsibility for same.
Risk and Insurance
The risk in the Services and all insurance responsibility for damage or otherwise in respect of the Services will pass to the Customer immediately upon delivery of the Services to the Customer.
The Services are sold to the Customer on the basis that the Customer has obtained all necessary licenses or permits under all relevant laws and regulations in relation to the Services.
The Customer assumes all risk and liability for loss, damage or injury to persons or to property of the Customer, or third parties arising out of the publication, use or possession of any of the Packages or Services sold by GLUE Content, whether such Packages or Services are used singularly, or in combination with other products or any process.
The Customer acknowledges that:
- It has not relied on any service involving skill and judgement, or on any advice, recommendation, information or assistance provided by GLUE Content in relation to the Services or their use or application;
- It has the sole responsibility of satisfying itself that the Packages or Services are suitable for the use of the Customer or any contemplated use by the Customer, whether or not such use is known by GLUE Content; and
- Any description of the Services provided on GLUE Content’s website, in any brochure or catalogue or other marketing brochure, or in a quotation or invoice is given by way of identification only and the use of such description does not constitute a contract of sale by description.
- The Customer must not make any claim or demand for any matter referred to in clause 1
In providing the Services to the Customer, GLUE Content will provide to the Customer such information which is necessary for the purpose of provision of the Services and the Product. This information shall remain the absolute property of GLUE Content and the Customer may not use it in any way except for the purpose of the Services.
The Customer will provide information to GLUE Content to enable GLUE Content to complete the Services, this information may include sales information, customer information and budget forecasts of the Customer. This information shall remain the absolute property of the Customer and may not be used by GLUE Content in any way except for the purposes of this Agreement.
Each party acknowledges the confidentiality of the other party’s confidential information. Neither party will gain a right or interest in the other party’s confidential information, other than for the purposes contemplated by these Terms.
Each party must keep all of the other party’s confidential information confidential, and only use it for the purposes of fulfilling its obligations under these Terms. However, this obligation will not apply to information which:
- was in the public domain when it was provided to a party, or later enters the public domain, through no fault of the party; or
- the party is obliged by law to disclose, provided that it has first advised the other party of this obligation.
Performance of contract
Any period or date for delivery of Services or provision of Services stated by GLUE Content is intended as an estimate only and is not a contractual commitment. GLUE Content will use its best reasonable endeavours to meet any estimated dates for delivery of the Packages or Services or completion of the Packages or Services, but will, in no circumstances whatsoever, be liable for any loss or damage suffered by the Customer or any third party for failure to meet any estimated date.
The customer warrants that the client will use its best endeavours to respond to all of GLUE Content queries and requests in a timely manner, which may include the provision of the necessary materials in order to allow GLUE Content to perform its obligations under these terms. Any unreasonable delay by the customer in responding to GLUE Content queries and requests will not affect GLUE Content’s entitlement to payment under these terms.
If, through circumstances beyond the control of GLUE Content, GLUE Content is unable to effect delivery of or provide the Packages or Services, then GLUE Content may cancel the Customer’s order (even if it has already been accepted) by notice in writing to the Customer, without liability.
No purported cancellation or suspension of an order or any part thereof by the Customer is binding on GLUE Content after that order has been accepted by GLUE Content.
The Customer must advise GLUE Content within 7 days of receipt of a delivery:
of the non arrival of any Services;
- if there is any damage to the Services;
- if the wrong Services have been received;
- if the quantity of the Services is incorrect; or
- if the Services do not meet specifications.
If the Customer fails to give notice in accordance with clause 9.3, then the Services are deemed to have been accepted by the Customer and the Customer must pay for the Services in accordance with these Terms.
Except as specifically set out herein, or contained in any Warranty, any term, condition or warranty in respect of the quality, merchantability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Services or Services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
Replacement or repair of the Services or resupply of the Services is the absolute limit of GLUE Content’s liability howsoever arising under or in connection with the sale, use of, storage or any other dealings with the Services or service by the Customer or any third party.
GLUE Content is not liable for any indirect or consequential losses or expenses suffered by the Customer or any third party, howsoever caused, including but not limited to loss of perishables, loss of turnover, profits, business or goodwill or any liability to any other party.
GLUE Content will not be liable for any loss or damage suffered by the Customer where GLUE Content has failed to deliver Services or Services or fails to meet any delivery date or cancels or suspends the supply of Services or Services.
Nothing in the Terms is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the sale of Services or supply of Services which cannot be excluded, restricted or modified.
No Set Off
The Customer is not entitled to set off against the price payable under these Conditions any amount which is owed or the Customer believes is owed to it by GLUE Content.
GLUE Content is bound by the Privacy Act 1988. All personal information obtained in connection with the Customer will be appropriately collected, stored, used, disclosed, transferred and destroyed in accordance with the Australian Privacy Principles (“NPP”).
GLUE Content requires that the Customer comply with the NPP’s in connection with any personal information supplied to it by GLUE Content in connection with this Agreement.
The law of Victoria from time to time governs the Conditions and the parties agree to the non-exclusive jurisdiction of the courts of Victoria and of courts entitled to hear appeals from those Courts.