THE TERMS MOST LIKELY TO MATTER TO YOU

This summary is a guide only. The clauses below govern.

• If you have signed a Service Agreement with us, that document takes priority over these Terms. See clause II.

• We keep copyright in what we produce and grant you a permanent, irrevocable licence to use it for your business. Brand identity work is assigned to you outright on payment in full. See clause XII.

• You can crop, resize and reformat anything we deliver to suit a platform without asking us. See clause XII.4.

• Cancelling or postponing a booked session close to the date attracts a fee on a sliding scale. See clause VII.3.

• Overdue invoices attract interest at 1.5% per month. See clause V.5.

• Our liability is limited, but nothing in these Terms takes away rights you have under the Australian Consumer Law. See clause XIX.

These Terms of Service apply to all services supplied by Studio Blackardt Pty Ltd. Please read them before accepting a quote. If anything is unclear, ask us before you accept.

I. DEFINITIONS AND INTERPRETATION

I.1 In these Terms:

1. Acceptance Date means the earlier of the date the Client accepts a Quote and the date the Client otherwise engages Studio Blackardt to perform the Services.

2. Additional Services means any work outside the Scope.

3. Advertising Budget means money allocated by the Client and paid to a platform to run Paid Advertising.

4. Agreement means these Terms together with the Quote.

5. Brand Deliverables means logos, wordmarks, brand marks and brand identity elements created for the Client to use as its own trade marks or brand assets.

6. Business Day means a day other than a Saturday, Sunday or public holiday in Brisbane, Queensland.

7. Client Materials means anything the Client supplies for use in the Services, including footage, images, audio, copy, logos, fonts, data and platform access.

8. Credit Line means an attribution to Studio Blackardt, such as “Video by Studio Blackardt” or a tag of a Studio Blackardt social media profile.

9. Deliverable means any completed work produced under the Agreement, including photographs, video, websites, graphic design, written content, strategies and reports. Also referred to as Work.

10. GST means goods and services tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

11. Paid Advertising means a post or advertisement whose visibility the Client pays a platform to increase.

12. Production Session means a booked shoot, recording or on-site attendance.

13. Quote means the quote, proposal, package description or invoice issued by Studio Blackardt for the Services.

14. Scope means the services described in the Quote.

15. Service Agreement means a separate written services agreement executed between Studio Blackardt and the Client.

16. Services means the services Studio Blackardt agrees to supply to the Client.

17. Working Files means project files, raw and unprocessed footage, RAW image files, layered and unflattened source files, and editing project files.

I.2 In these Terms, the singular includes the plural, “including” and “includes” are not words of limitation, a reference to legislation includes any amendment or replacement of it, amounts are in Australian dollars, and times are Brisbane time.
I.3 Headings are for convenience and do not affect interpretation.

II. PURPOSE AND PRIORITY OF DOCUMENTS

II.1 These Terms set out the basis on which Studio Blackardt supplies the Services.
II.2 If there is any inconsistency between documents, the following order of priority applies, with the higher prevailing to the extent of the inconsistency:

(a) a Service Agreement signed by both parties;

(b) the Quote; and

(c) these Terms.

II.3 Where a Service Agreement covers the engagement, these Terms apply only to the extent that the Service Agreement is silent.
II.4 The version of these Terms current at the Acceptance Date applies to that engagement. Studio Blackardt may change these Terms from time to time, but changes do not affect an engagement already accepted.

III. ENGAGEMENT AND ACCEPTANCE

III.1 Studio Blackardt will make these Terms available with each Quote. The Client should read them before accepting.
III.2 The Client engages Studio Blackardt by accepting a Quote, paying a deposit or invoice, or confirming a booking in writing. On doing so, the Client agrees to these Terms.
III.3 Where the Client asks Studio Blackardt to begin work before a Quote has been accepted, these Terms apply from the time work begins, and Studio Blackardt will issue a Quote as soon as practicable.
III.4 The person accepting a Quote warrants that they are authorised to bind the Client.
III.5 Bookings may be made through the Studio Blackardt website contact form. Studio Blackardt will make every effort to accommodate a preferred date and time, but scheduling is subject to availability.

IV. SCOPE OF SERVICES

IV.1 Studio Blackardt will supply the Services described in the Quote with due care and skill.
IV.2 Anything not described in the Quote is not included and, if requested, is an Additional Service.
IV.3 Studio Blackardt may use employees, contractors and subcontractors to perform the Services, and remains responsible for the Services performed.
IV.4 Studio Blackardt's standard service area is a 30 kilometre radius of Brisbane City, Brisbane QLD 4000. Travel beyond that radius is charged at the rate stated in the Quote or, if the Quote is silent, at Studio Blackardt's travel rate notified to the Client in writing before the travel is booked.

V. PAYMENT, FEES AND GST

V.1 Fees are as set out in the Quote.
V.2 Amounts in the Quote are inclusive of GST unless the Quote states that they are exclusive of GST, in which case GST is payable in addition. Studio Blackardt will issue a valid tax invoice.
V.3 Invoices are payable by the due date shown on the invoice or, if none is shown, within 14 days of the invoice date.
V.4 Where the Services include Paid Advertising, the Advertising Budget must be paid before the campaign starts. Studio Blackardt is not obliged to fund an Advertising Budget from its own money.
V.5 Overdue amounts accrue interest at 1.5% per month, calculated daily from the due date until payment. Studio Blackardt may also recover reasonable debt recovery costs it actually incurs.
V.6 Where an invoice is more than 14 days overdue, Studio Blackardt may suspend the Services on written notice until it is paid. Time for delivery is extended by the period of suspension.
V.7 Prices in a Quote are valid for 14 days from the date of issue. A Quote accepted after that period is subject to Studio Blackardt's pricing current at the date of acceptance.
V.8 Payment must be made by one of the methods stated on the invoice.

VI. ADDITIONAL SERVICES AND VARIATIONS

VI.1 Additional Services must be requested by the Client in writing and agreed by both parties in writing. Email is sufficient.
VI.2 Once the Client has agreed in writing to an Additional Service and its fee, that fee is payable.
VI.3 Additional Services may extend delivery timeframes. Studio Blackardt will provide a revised estimate at the time it agrees to the Additional Service.

VII. BOOKING, SCHEDULING AND CANCELLATION

VII.1 The Client must notify Studio Blackardt in writing as early as possible of any change to the date, time or location of a Production Session, or of a cancellation. Where notice is given by telephone, the Client must confirm it in writing within 24 hours.
VII.2 Studio Blackardt asks for at least 5 Business Days notice of any change or cancellation.
VII.3 Where the Client cancels or postpones a Production Session, the following fee applies, calculated on the value of the affected Production Session:

1. Written notice before the scheduled start time (5 or more Business Days): Fee = Nil

2. Written notice before the scheduled start time (48 hours or less): Fee = 10% of total project amount

3. Written notice before the scheduled start time (24 hours or less): Fee = 25% of total project amount

4. Written notice before the scheduled start time (On the scheduled day, or after Studio Blackardt has arrived on site): Fee = 100% of total project amount.

VII.4 The parties agree that the amounts in clause VII.3 are a genuine pre-estimate of the loss Studio Blackardt suffers where a reserved production slot, crew and equipment cannot be reallocated at short notice, and are not a penalty.
VII.5 One postponement made on 5 or more Business Days notice may be rescheduled at no charge. A further postponement attracts the fee applicable to the notice given.
VII.6 Where Studio Blackardt cancels or postpones a Production Session for a reason other than clause VII.7, clause X or clause XVII, it will offer the next available date. If the Client does not accept a rescheduled date within 20 Business Days, Studio Blackardt will refund all amounts paid for the affected Production Session.
VII.7 Outdoor work and aerial work are weather dependent. A postponement by either party on genuine weather or safety grounds is not a cancellation and attracts no fee.

VIII. DELIVERY, REVISIONS AND APPROVAL

VIII.1 Delivery timeframes in the Quote are estimates. They run from the later of the Acceptance Date and the date the Client has supplied everything required under clause IX.
VIII.2 Delivery occurs when the Deliverable is made available to the Client through shared cloud storage or another agreed method and Studio Blackardt notifies the Client that it is available.
VIII.3 Studio Blackardt will notify the Client as soon as practicable, with a revised estimate, if it expects to exceed a delivery estimate by more than 10 Business Days.
VIII.4 The Quote states the number of revision rounds included. If the Quote is silent, one round of revisions within the Scope is included.
VIII.5 The Client has 10 Business Days from delivery to request revisions within the Scope. If the Client does not respond within the period and both notices have been given, the Deliverable is taken to be approved.
VIII.6 Changes requested after approval are Additional Services.

IX. CLIENT COOPERATION AND CLIENT MATERIALS

IX.1 The Client must provide the information, access, approvals, content, platform credentials and decisions that Studio Blackardt reasonably requires, promptly.
IX.2 The Client is responsible for preparing each site, including cleaning, decluttering and staging. Studio Blackardt is not obliged to touch, move or rearrange belongings or furniture.
IX.3 The Client must ensure a representative with authority to make decisions is available during a Production Session, in person or by phone.
IX.4 The Client must assist Studio Blackardt in obtaining the intended Deliverable, including by identifying the people and scenes to be captured and allowing time for direction.
IX.5 Where the Client does not comply with this clause, Studio Blackardt is not liable for the resulting delay or shortfall in the Services. Delivery estimates extend day for day, plus reasonable time to reschedule.
IX.6 Where Client Materials are unusable or of insufficient quality, remedial work is an Additional Service. Sourcing materials is not included unless the Quote says so.
IX.7 Studio Blackardt is not responsible for the effect on a Deliverable of interference by the Client's staff, guests, stakeholders or other vendors during a Production Session.

X. LOCATION, ACCESS, SAFETY AND AERIAL WORK

X.1 The Client warrants that it is entitled to permit photography and filming at each location and has obtained every approval, permit, licence and landowner, tenant or body corporate consent required.
X.2 Each party acknowledges it may be a person conducting a business or undertaking for the purposes of the Work Health and Safety Act 2011 (Qld). Where both parties owe a duty in relation to the same matter, each will consult, cooperate and coordinate its activities with the other so far as is reasonably practicable, as section 46 of that Act requires.
X.3 Studio Blackardt may pause or stop work where it reasonably considers there is a risk to the health or safety of any person. It will tell the Client the reason and, so far as practicable, work with the Client to make the site safe so that work can resume.
X.4 Where work cannot safely resume, the Production Session is postponed under clause VII.7 and no cancellation fee applies. Studio Blackardt is entitled to be paid for the time and expenses it has actually incurred.
X.5 Studio Blackardt may stop work immediately and leave the site if it is asked to participate in conduct that is unlawful. In that case the Client remains liable for time and expenses actually incurred, and for the balance of the fee for that Production Session where the conduct was within the Client's control.
X.6 Aerial work is subject to the Civil Aviation Safety Regulations 1998 (Cth) Part 101, Civil Aviation Safety Authority requirements, airspace restrictions and weather. Studio Blackardt does not guarantee that aerial work is lawful or achievable at a particular location or time. Where it is not, the aerial component is removed from the Scope.

XI. RESULTS AND PERFORMANCE

XI.1 Where Studio Blackardt has set appropriate targeting parameters for Paid Advertising, it is not responsible if the campaign does not reach the results the platform predicted. Platform predictions are estimates made by the platform. Platform algorithms, auction dynamics, moderation decisions and policy changes are outside Studio Blackardt's control.
XI.2 Unless a Quote expressly guarantees a specific outcome, Studio Blackardt does not guarantee any particular commercial result, including reach, engagement, followers, enquiries, leads, conversions, revenue or search ranking.
XI.3 This clause does not limit or qualify any representation Studio Blackardt has actually made to the Client about the Services.

XII. INTELLECTUAL PROPERTY, COPYRIGHT AND AI

XII.1 Except as set out in this clause, Studio Blackardt owns all copyright and other intellectual property rights in the Deliverables and in all material created in producing them. This clause survives termination.
XII.2 Where the Quote includes brand identity work, Studio Blackardt assigns to the Client all copyright in the Brand Deliverables on payment in full. This clause operates as a present assignment of future copyright. Where a Service Agreement governs the engagement, the assignment provisions of that agreement apply instead.
XII.2A If the assignment in clause XII.2 is ineffective for any reason, including a failure to meet the writing and signature requirements of sections 196(3) or 197 of the Copyright Act 1968 (Cth), Studio Blackardt grants the Client an exclusive, perpetual, irrevocable, worldwide, royalty free licence to use the Brand Deliverables for all purposes, and will promptly execute a written assignment in the Client's favour on request and at the Client's cost.
XII.3 For all other Deliverables, on payment in full Studio Blackardt grants the Client a perpetual, Australian, non-exclusive licence to use, reproduce, publish and communicate the Deliverables for the Client's own business purposes, including on its website, social media channels, Paid Advertising, printed material, internal material and marketing material. This licence survives termination and cannot be revoked once payment in full has been made.
XII.4 The Client may crop, resize, trim, compress and reformat a Deliverable as a platform or format requires, without needing consent. Any other alteration, including recolouring, regrading, applying filters, adding overlays, or using a Deliverable to train a machine learning model, requires Studio Blackardt's prior written consent.
XII.5 The Client must not sell, sublicense or transfer a Deliverable to a third party, or use it other than for its own business purposes, without Studio Blackardt's written consent. This does not prevent the Client's agents, employees or contractors using a Deliverable for the Client's own purposes.
XII.6 Working Files are not supplied unless the Quote expressly includes them as a line item. This applies even where the Deliverable itself is assigned to the Client.
XII.7 Where a photograph is commissioned for a private or domestic purpose, the parties agree, as section 35(3) of the Copyright Act 1968 (Cth) permits, that section 35(5) of that Act is excluded and copyright vests in Studio Blackardt in accordance with this clause.
XII.8 Studio Blackardt warrants that it has obtained from its employees and contractors the assignments and written moral rights consents necessary to grant the rights in this clause. Moral rights under Part IX of the Copyright Act 1968 (Cth) remain with the individual creators.
XII.9 Studio Blackardt may use generative or assistive artificial intelligence tools in producing the Deliverables.
XII.10 The Client must not remove or alter metadata identifying Studio Blackardt as the creator of a Deliverable.
XII.11 All documentation Studio Blackardt provides, including strategies, analysis and reports, remains its property and must not be redistributed outside the Client's organisation without written consent.

XIII. FILE RETENTION AND DATA

XIII.1 Studio Blackardt takes reasonable steps to protect files but is not an archiving or backup service.
XIII.2 Studio Blackardt retains delivered Deliverables for 30 days after approval.
XIII.3 The Client is responsible for downloading and keeping its own copies of the Deliverables.
XIII.4 Retention of Working Files does not give the Client any right to them.
XIII.5 Where files are lost or corrupted before delivery, the Client is not charged for the time taken to capture that material. Studio Blackardt will use its best efforts to recover it and, if it cannot, will arrange a date to recapture the affected content at no charge to the Client.
XIII.6 Each party will handle the other's personal information in accordance with the Privacy Act 1988 (Cth) to the extent that Act applies to it.

XIV. CONFIDENTIALITY, CREDIT AND PROMOTION

XIV.1 Each party must keep the other's confidential information confidential, including strategies, documentation, pricing and commercial terms, and must not disclose it without written consent.
XIV.2 Clause XIV.1 does not apply to information that is or becomes public other than through a breach of these Terms, was already lawfully known to the receiving party, is independently developed, or is required to be disclosed by law, a court order, or a regulator. A party required to disclose will, where lawful, tell the other party first.
XIV.3 Studio Blackardt will not share the Client's credentials or sensitive information with any person except as the Client directs or as clause XIV.2 permits.
XIV.4 Where the Client publishes a Deliverable as organic social media content, it will include a Credit Line. A Credit Line is not required on Paid Advertising or on the Client's website.
XIV.5 Studio Blackardt may use the Deliverables and the Client's name and logo in its portfolio, showreel, website, social media channels and pitch materials.
XIV.6 The Client may ask Studio Blackardt in writing to withhold specified Deliverables from promotional use, or to delay use until a launch or embargo date, and Studio Blackardt will comply.
XIV.7 Neither party may disclose the other's pricing to a third party without written consent, other than to its professional advisers.

XV. CLIENT WARRANTIES AND INDEMNITY

XV.1 The Client warrants that:

(a) it owns or is licensed to use all Client Materials, and their use in the Services will not infringe the rights of any third party;

(b) it has obtained all consents and releases required from individuals who appear in, or whose personal information is included in, the Client Materials or the Deliverables;

(c) it is entitled to permit photography and filming at each location, as set out in clause X.1;

(d) the Client Materials and the Client's instructions do not breach any law, including the Australian Consumer Law; and

(e) the details in the Quote identify the correct legal entity and the person accepting the Quote is authorised to bind it.

XV.2 The Client indemnifies Studio Blackardt against loss, liability and reasonable costs arising from a breach of clause XV.1, reduced proportionately to the extent that Studio Blackardt caused or contributed to the loss.
XV.3 Studio Blackardt must notify the Client promptly of any claim to which the indemnity may apply, must not settle it without the Client's consent (which must not be unreasonably withheld), and must take reasonable steps to mitigate its loss.

XVI. NON-SOLICITATION

XVI.1 During the engagement and for 12 months after it ends, the Client must not solicit or engage any employee or contractor of Studio Blackardt who worked on the Services, without Studio Blackardt's written consent.
XVI.2 Clause XVI.1 does not prevent the Client engaging a person who responds to a general advertisement not directed at Studio Blackardt personnel.
XVI.3 Where the Client engages a person in breach of clause XVI.1, it must pay Studio Blackardt a recruitment fee equal to 15% of that person's total remuneration for their first 12 months, as a genuine pre-estimate of Studio Blackardt's recruitment and replacement cost.

XVII. TERMINATION

XVII.1 Either party may terminate immediately by written notice if the other party:

(a) commits a material breach that is not remedied within 14 days of written notice specifying it; or

(b) becomes insolvent, or has an administrator, liquidator, receiver or controller appointed.

XVII.2 Studio Blackardt may terminate immediately by written notice where an invoice is more than 30 days overdue and remains unpaid 7 days after a written demand.
XVII.3 The Client may terminate for convenience on 30 days written notice. On termination the Client must pay for Services performed to the termination date, together with third party costs Studio Blackardt has committed and cannot cancel.
XVII.4 Studio Blackardt may terminate for convenience on 30 days written notice. On termination Studio Blackardt will refund amounts the Client has paid for Services not performed.
XVII.5 Where the Client received a discount or complimentary services conditional on completing a minimum term and terminates under clause XVII.3 before that term ends, it must pay the value of the discount and complimentary services actually received, capped at the equivalent of 2 months fees.
XVII.6 Termination does not affect rights that have already accrued. Clauses XII, XIII, XIV, XV, XIX, XX and XXI survive termination.

XVIII. EXIT AND HANDOVER

XVIII.1 On termination, and once all amounts owing have been paid, Studio Blackardt will make available the final approved Deliverables, the current approved strategy document if there is one, and the most recent performance report if there is one.
XVIII.2 Working Files are not included in a handover.
XVIII.3 Studio Blackardt will remove its access to the Client's platforms and accounts on request.
XVIII.4 Studio Blackardt is not obliged to provide handover material while any amount remains overdue.

XIX. LIABILITY AND CONSUMER GUARANTEES

XIX.1 Nothing in these Terms excludes, restricts or modifies any guarantee, right, warranty or remedy the Client has under the Australian Consumer Law or any other law, where that guarantee, right, warranty or remedy cannot lawfully be excluded, restricted or modified.
XIX.2 Where Studio Blackardt is entitled under section 64A of the Australian Consumer Law to limit its liability for failure to comply with a consumer guarantee in respect of services, that liability is limited, at Studio Blackardt's option, to supplying the Services again or paying the cost of having the Services supplied again. This clause does not apply to services of a kind ordinarily acquired for personal, domestic or household use or consumption.
XIX.3 Subject to clauses XIX.1 and XIX.2, Studio Blackardt's total aggregate liability arising out of or in connection with the Services is limited to the total amount paid by the Client for the Services to which the liability relates.
XIX.4 Subject to clause XIX.1, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of revenue, loss of opportunity, loss of goodwill, loss of data or loss of anticipated savings.
XIX.5 Subject to clause XIX.1, Studio Blackardt is not liable for loss to the extent it is caused by the Client's breach of these Terms, the Client's instructions, the Client Materials, a delay of the kind described in clause IX.5, or the acts, outages or policy changes of a third party platform.
XIX.6 Each party's liability is reduced proportionately to the extent that the other party caused or contributed to the loss.
XIX.7 Neither party is liable for a failure or delay in performing its obligations caused by an event beyond its reasonable control, including fire, flood, storm, natural disaster, epidemic or pandemic, government direction, war, terrorism, civil disturbance, industrial action, failure of a third party platform, or serious illness or injury of key personnel. Obligations are suspended while the event continues. If performance remains prevented for 30 consecutive days, either party may terminate by written notice, and Studio Blackardt will refund amounts paid for Services not performed while retaining amounts referable to Services already performed.

XX. DISPUTE RESOLUTION

XX.1 A party with a dispute must notify the other in writing, setting out what the dispute is about and what it wants.
XX.2 The parties must meet, in person or by telephone or video, within 10 Business Days of that notice and attempt in good faith to resolve the dispute.
XX.3 If the dispute is not resolved within a further 20 Business Days, either party may refer it to mediation. The mediator is to be agreed between the parties or, failing agreement, appointed by the President of the Queensland Law Society. The mediator's costs are shared equally.
XX.4 Neither party may start court proceedings until it has complied with clauses XX.1 to XX.3, except for urgent interlocutory relief or to recover an undisputed debt.
XX.5 Each party bears its own costs of a dispute, except that a party may recover reasonable costs it actually incurs in recovering an undisputed overdue debt.

XXI. GENERAL

XXI.1 These Terms are governed by the laws of the State of Queensland. The parties submit to the non-exclusive jurisdiction of the courts of Queensland and the courts that hear appeals from them.
XXI.2 If a provision of these Terms is void, voidable or unenforceable, it is to be read down to the extent necessary to make it valid or, if that is not possible, severed. The remaining provisions continue in force.
XXI.3 Notices must be in writing and sent by email to the address stated in the Quote or last notified in writing. An email notice is taken to be received on the Business Day it is sent if sent before 5.00pm Brisbane time, and otherwise on the next Business Day.
XXI.4 A variation to an accepted engagement must be in writing and agreed by both parties. Studio Blackardt may amend these Terms for future engagements, and clause II.4 determines which version applies.
XXI.5 A failure or delay by a party in enforcing a provision is not a waiver of it.
XXI.6 Neither party may assign its rights without the other's written consent, which must not be unreasonably withheld, except that either party may assign to a related body corporate or on a sale of its business, on written notice.
XXI.7 Subject to clause II, these Terms and the Quote are the entire agreement between the parties and replace any earlier discussions or representations. Nothing in this clause excludes liability for misleading or deceptive conduct.
XXI.8 The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.
XXI.9 Acceptance by electronic means is effective, consistent with the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions (Queensland) Act 2001.

End of Terms of Service.