Terms of Use

Terms and Conditions

1. INTRODUCTION

1.1. This Agreement is between:

(a) Studio B Media Pty Ltd (ABN 22 124 628 020) trading as Studio B of 247-249 Bouverie Street, Carlton, 3053, Victoria, and

(b) The Client identified in Schedule 1.

1.2. These Terms incorporate the dictionary terms in Clause 3 of this document.

2. BACKGROUND

2.1. Studio B offers clients’ facilities for studio hire and memberships to create podcasts, television programs or other productions (Media Content).

2.2. The Client seeks to use Studio B to produce the Media Content.

3. DEFINITIONS

3.1. For the purpose of this Agreement, the following terms apply:

(a) Additional Fee means the charges payable by the Client to Studio B for any Services in addition to those included in the Retainer Fee, as requested by the Client.

(b) Agreement means this agreement, including the terms and conditions set out, and the Invoice to which it relates.

(d) Claim means any actual, contingent or future claim, demand, action or proceeding for any Liability, compensation, account, relief or any other remedy, whether direct or indirect, and whether in contract, tort or otherwise.

(e) Client means the Party to this Agreement who has received a Proposal.

(f) GST has the meaning given in the GST Act. GST Act means A New Tax System (Goods Tax) Act 1999 (Cth) and any related or similar legislation.

(g) Fees means the Retainer Fee and any additional fees payable by the Client.

(h) IP Rights means any present or future rights conferred by statute, common law or equity in any part of the world, any confidential information, copyright, trademarks, service marks, designs, patents, circuit layouts, plant varieties, business names, domain names, inventions, trade secrets or other results of intellectual activity in any industrial, commercial, scientific, literary or artistic fields.

(i) Invoice means the invoice provided by Studio B for the Retainer Fee or Additional Fee (as applicable).

(j) Law(s) means any applicable statute, act, regulation, rule, subordinate legislation, by-law, judgment, common law or equity as amended, consolidated, supplemented or replaced. Liability means any loss, liability, cost, damages or debt (including but not limited to reasonable legal fees).

(k) Media Content means the marketing and media content created by Studio B in performance of the Services.

(l) Parties refer to Studio B and the Client, and Party refers to Studio B or the Client.

(m) Personnel means any employee, contractor, agent, partner, director or officer of a Party.

(n) Platform means any social media, internet or other platform to which the Media Content may be posted or uploaded.

(o) Proposal means any quotation or proposal for the Services by Studio B to the Client.

(p) Retainer Fee means the fees payable by the Client to Studio B for the Services as outlined in the Proposal and Schedule 1.

(q) Services means the services specified in the Proposal, including planning and creating Media Content, advising in relation to the management of the campaign, advising and providing strategy in relation to branding, Media Content, design and logos, and related services.

(r) Studio B means Studio B Media Pty Ltd (ABN 22 124 628 020) trading as Studio B of 247-249 Bouverie Street, Carlton, VIC 3053 and includes its Personnel, associates, related entities and agents (as applicable).

(s) Term means a minimum of three (3) months, or such other term set out in the Proposal.

3.2. In this Agreement, unless the contrary intention appears:

(a) reference to terms defined in the Invoice have a corresponding meaning in this Agreement;

(b) the singular includes the plural and vice versa;

(c) the terms and conditions outlined in this Agreement apply to the exclusion of all other conditions proposed by the Client unless otherwise expressly agreed by Studio B in writing.

4. REQUEST FOR SERVICES

4.1. Any Proposal provided by Studio B to the Client will, unless otherwise stated, remain valid for acceptance 14 days from the date of the Proposal (Validity Period).

4.2. Studio B may withdraw or vary the Proposal at any time within the Validity Period and prior to the Client’s acceptance.

4.3. If the Client accepts the Proposal by executing it within the Validity Period, the Parties will have created a binding contract.

4.4. Any Proposal will be subject to the terms and conditions set out in this Agreement. If the Client has accepted a Proposal, the Client shall be deemed to have accepted the terms and conditions set out in this Agreement.

4.5. Studio B may refuse to supply the Services to the Client. In this event, any monies paid by the Client for Services not provided will be refunded to the Client, and the Client will not make any Claim against Studio B for refusal to provide the Services.

5. SERVICES

5.1. Studio B will provide the Services and deliver the Media Content to the Client in accordance with this Agreement and the Proposal.

5.2. The Client acknowledges that any delivery time for the Media Content specified by Studio B is an estimation only. Studio B does not guarantee delivery time and will not be liable for any delay in delivering the Media Content for any reason whatsoever.

5.3. Studio B will deliver the proposed Media Content to the Client for approval.

5.4. The Client must either accept or reject the proposed Media Content within 4 days of the delivery by Studio B, and in the absence of a rejection within that time, the Media Content will be deemed to have been accepted by the Client.

5.5. In the event the Client rejects the proposed Media Content, the Client must provide Studio B with an outline of the reason(s) for the rejection in writing.

5.6. Studio B must review the Client’s comments in relation to the rejection and resubmit the proposed Media Content to the Client for approval.

5.7. The review process outlined in clause 5.5 and 5.6 is limited to one review for each delivery of proposed Media Content, and any Media Content resubmitted by Studio B in accordance with clause 5.6 will be deemed to have been accepted by the Client except in the case of a manifest error on the part of Studio B.

5.8. The Client acknowledges that Studio B is not responsible for posting any Media Content on any Platform. It is the Client’s responsibility to post and upload the Media Content on any Platform unless otherwise specified in the Proposal.

5.9. The Client acknowledges and agrees that the Services provided by Studio B are non-exclusive and that Studio B may provide similar services to other third parties.

6. NO GUARANTEE

6.1. Notwithstanding Studio B’s obligations to provide the Services in accordance with this Agreement, Studio B does not provide any guarantee whatsoever regarding the result or outcome of its Services and Media Content.

6.2. The Client acknowledges that Studio B is not responsible for any result and/or outcome of the Client’s campaign and agrees not to make any Claim against Studio B and will indemnify and hold Studio B harmless against any Claim.

6.3. The Client will be responsible for the defence of any Claim covered by the indemnity within this clause 6.

7. WARRANTIES

7.1. The Client expressly warrants that:

(a) it is authorised to enter into this Agreement;

(b) it will observe any Laws at all relevant times in relation to the use of the Media Content;

(d) any designs, instructions or documents provided by the Client to Studio B for the purposes of delivering the Services will not be in breach of the Intellectual Property Rights of any third party; and

(e) the content supplied by the Client and its publication or other use under this agreement is the full responsibility of the Client and is compliant with all applicable laws and policies.

7.2. Studio B expressly warrants:

(a) it is authorised to enter into this Agreement; and

(b) it has complied with all relevant Laws at all relevant times.

7.3. Except as expressly provided in this Agreement, no warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services or the Media Content is given or assumed by Studio B and all such warranties, conditions, undertakings and terms are excluded to the fullest extent permitted by law.

8. FEES AND PAYMENT

8.1. The Client acknowledges and agrees that by entering into this Agreement, Studio B will be committing resources to the Client that Studio B are unable to commit elsewhere. The fees payable under this agreement, as set out in the Proposal, are therefore payable in consideration of both the Services provided by Studio B and the retention of Studio B under the terms of this agreement. Accordingly:

(a) the Client must pay the Fees to Studio B for the Services in accordance with the Proposal prior to Studio B providing the Services, but not later than the expiry of the Validity Period;

(b) the Fees will be due and payable in full regardless of whether the Client uses the Services outlined in the Proposal during the period to which a Proposal relates; and

(c) if applicable, any Additional Fee will be invoiced monthly, and Invoices will be payable within 7 Business Days from the date of the Invoice.

8.2. Unless otherwise stated, the Fees or Additional Fees exclude GST.

8.3. Studio B reserves its right to withhold provision of the Services, including delivery of any Media Content, until the Client has paid the Fees to Studio B.

8.4. The Client must not withhold, make deductions from, or set off payment of any money owed to Studio B for any reason.

8.5. Studio B may charge, in addition to its Fees, any other reasonable fees, charges and surcharges that Studio B notifies the Client from time to time.

8.6. If payment of an Invoice is not received within the payment terms, Studio B reserves the right to charge interest at the rate of 5% per annum calculated daily and any legal costs associated with the recovery of any outstanding sum owed by the Client.

9. BOOKING AND USAGE POLICY

9.1. Overrun Charges

(a) The Client agrees to adhere strictly to the booking time allocated for the use of the podcast studio and equipment. If the Client exceeds the allocated time, an additional fee of $75 will be charged for every half-hour or part thereof beyond the scheduled end time of the booking.

(b) The overrun charge becomes applicable immediately after the scheduled end time (e.g., if the booking ends at 11:00 AM, charges apply from 11:01 AM).

(c) The Studio Manager is authorised to terminate the recording session 10 minutes past the scheduled finish time to facilitate studio turnover for subsequent bookings.

9.2. Cancellation and Rescheduling Policy

(a) The Client acknowledges that no refunds will be provided for cancellations made within 48 hours of the scheduled booking time.

(b) The Client acknowledges that any rescheduling of the scheduled booking time must occur at least 24 hours prior to the scheduled booking time.

(c) This policy is in place to ensure optimal utilisation of studio resources and to accommodate other clients effectively.

9.3. Responsibility for Damages

(a) The Client shall be responsible for any damages caused to the studio equipment, furniture, or any property owned by Studio B during their booking period.

(b) The Client agrees to pay for the repair or replacement of any damaged items, with the cost determined by Studio B based on the extent of the damage and the value of the affected property.

10. TERM AND TERMINATION

10.1. This Agreement will automatically renew at the end of each Term for a further Term unless either party gives the other party written notice of termination at least 30 days prior to the end of the current Term.

10.2. Studio B may immediately terminate or suspend the performance of the Services, and the Client must immediately pay any money owed to Studio B if:

(a) the Client breaches a term of this Agreement and does not remedy the breach within 14 days of receiving a notice from Studio B requiring the Client to do so;

(b) a request is made by the Client to perform illegal or unethical services; or

10.3. In the event of termination of this Agreement:

(a) the Client must pay Studio B for all Services performed (whether or not delivered) up until the date of termination;

(b) in addition to sub-clause (a), the Client will pay Studio B for any cancellation or associated costs with early termination of this Agreement;

(c) Studio B may refuse to complete any partially delivered Services, including any Media Content, without liability of Studio B; however, in instances where the Agreement is terminated by Studio B without fault on the part of the client or without the client being in breach, Studio B shall provide the client with any Media Content that has been created up to the point of termination but not yet delivered, to ensure the client has access to the work produced on their behalf up to that time.

11. INDEMNITY

11.1. The Client indemnifies Studio B from and against any Liability or Claim, excluding any gross or wilful misconduct by Studio B, arising directly or indirectly in relation to:

(a) the accuracy of any information or details provided by the Client to Studio B;

(b) the Client’s material breach of this Agreement;

(c) any delay in provision of the Services including delivery of the Media Content by any delay in provision of the Services including delivery of the Media Content by Studio B caused solely by the Client;

(d) the Client’s breach of any warranties provided in this Agreement;

11.2. Studio B’s liability to the Client for any reason will be reduced proportionately to the extent that the act or neglect of the Client, or anyone for whom the Client is responsible, may have contributed to the loss, injury or damage caused to the Client.

11.3. The indemnity in clause 11.1 is:

(a) a continuing, separate and independent obligation of the Client from its other obligations and survives the termination of this Agreement; and

(b) absolute and unconditional and unaffected by anything that might have the effect of prejudicing, releasing, discharging or affecting in any other way the liability of the Client.

12. LIABILITY

12.1. Studio B’s liability for any Liability or Claim in relation to this Agreement, the Proposal, and any supply of Services (whether under statute, contract, tort, negligence or otherwise) will be limited as follows:

(a) Studio B will have no liability to any person other than the Client in relation to the provision of Services under this Agreement;

(b) any liability is recoverable only from Studio B and not from any of its members, employees, officers, representatives or agents; and

(c) Studio B’s liability under this Agreement to any proven Claim will not exceed the aggregate amount of the Retainer Fee and if applicable, Additional Fees paid by the Client to Studio B at the time the liability arose.

12.2. Studio B will not be liable to the Client for any Liability or Claim of any kind arising directly or indirectly (whether under statute, contract, tort, negligence or otherwise) in relation to any indirect or consequential loss (including but not limited to any loss of actual or anticipated profits, revenue, savings, production, business, opportunity, access to markets, goodwill, reputation, publicity, or use) or any remote, abnormal or unforeseeable loss whether or not in the reasonable contemplation of the parties.

13. INTELLECTUAL PROPERTY

13.1. Ownership of the Intellectual Property Rights in the Media Content, except any Studio B pre-existing background Intellectual Property Rights which continue to be owned by Studio B, will be transferred to the Client upon receipt by Studio B of payment of all fees payable to Studio B for the Services. The Client will not gain by virtue of the Services any rights of ownership of copyright or any other Intellectual Property Rights owned by Studio B.

13.2. The Client irrevocably grants Studio B the right to use any Media Content created by Studio B, including but not limited to publication, advertisement, promotion, exhibition or such other purposes deemed appropriate by Studio B.

13.3. The Client warrants that Studio B’s use of any designs, instructions or documents provided by the Client to Studio B for the purposes of the Services will not infringe the Intellectual Property Rights of any third party.

13.4. The Client grants Studio B the right to use the Client’s Intellectual Property for the purpose of performing the Services.

14. CONFIDENTIALITY

14.1. This Agreement and any confidential information involving any party that comes into the possession of the other party is confidential (Confidential Information). The Confidential Information must not be disclosed without the prior written consent of the other party unless:

(a) the disclosure is under the terms of this Agreement or required by law;

(b) the Confidential Information was or becomes generally available to the public other than through a breach of this Agreement or any other agreement between the Parties; or

15. RELATIONSHIP

Studio B is independent of the Client, and this Agreement does not create a partnership, joint venture or agency. No party may make any representation on behalf of another without the express consent of the other party.

16. NOTICES

16.1. Notices may be sent to the Client by email or text message as specified in Schedule 1 or to Studio B as specified in Schedule 2.

16.2. Otherwise, any notice or consent to be given under this Agreement must be in writing and addressed to the relevant Party at its address as detailed in the Schedule.

17. FORCE MAJEURE

Studio B shall not be liable for any failure to provide the Services pursuant to this Agreement due to any matter beyond the control of Studio B including but not limited to any restrictions declared by the government due to a pandemic or other governmental interference, natural catastrophes, acts of god, acts of war or terrorism, civil or military disturbances and any other form of disturbance or interruptions preventing Studio B from providing the Services.

18. NO WAIVER

18.1. A party that delays exercise of or partially exercises a right does not waive it.

19. MISCELLANEOUS

19.1. Studio B may subcontract any of its obligations to be performed under this Agreement without obtaining the consent of the Client.

19.2. The Proposal and this Agreement contain the entire agreement between the Parties (to the extent permitted by law) with respect to its subject matter and supersedes and excludes all previous agreements, understandings, commitments, representations and warranties, whether written or verbal.

19.3. Amendments to the terms of this Agreement shall be made in writing and require the mutual agreement of both parties.

19.4. Nothing in this Agreement is intended to have the effect of contracting out of any applicable provisions of the Competition and Consumer Act 2010 (Cth) or any Fair Trading Act except to the extent permitted by such acts.

19.5. If any provision or part of a provision of this Agreement is invalid or unenforceable in any jurisdiction:

(a) the provision must be read down for the purposes of the operation of that provision in that jurisdiction, if possible, so as to be valid and enforceable; or

(b) if the provision cannot be read down it must be severed if it is capable of being severed, without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

19.6. This Agreement must be governed and construed in accordance with the laws applicable in Victoria. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria.

SCHEDULE 1

1. Client	Name, ABN, Address
2. Mobile No:
3. Email Address:
4. Membership Package
5. Membership Fee
6. Additional Services
7. Commencement Date	As per the date of signing this Agreement

Note: This schedule must be read in conjunction with the Proposal

SCHEDULE 2

Studio B	Studio B Media Pty Ltd, ABN: 22 124 628 020 of 247-249 Bouverie Street, Carlton VIC 3053
Email:	info@studiobmedia.com.au
Mobile: