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Terms of Supply

Terms of Supply between Viewix Pty Ltd and the Client. 
This document sets out the terms and conditions pursuant to which Viewix Pty Ltd ACN 662 679 441 will provide you, the Client, with the Services. This document together with the Project Proposal forms the contract between the parties.

Definitions and Interpretation

In this document, terms that are capitalised are defined terms and will have the following meanings: 
“Viewix Labour Charge” means the costs Viewix Pty Ltd charges the Client for its labour and professional services and excludes Third Party Costs or disbursements that Viewix Pty Ltd incurred or committed to incur in the process of delivering the Project.
“Business Day” means a day that is Monday to Friday in which Viewix Pty Ltd is open for business and excluding state or national public holiday.
“Client” means the person, firm or company who purchases the Services from Viewix Pty Ltd
“Contract” means the agreement Viewix Pty Ltd executes with the Client or enters into with the Client following acceptance by conduct of the Client for the supply of the Services as constituted by these terms and conditions and the Project Proposal;
“Contract Price” means the price stated in the Project Proposal, specifically the chosen package if presented with options, and as may be varied from time to time in accordance with the Contract;
“Deliverables” means agreed files as outlined in the Project Proposal.
“Intellectual Property” means all present and future rights conferred by statute, common law or equity in or in relation to copyright, trademarks, designs, patents, circuit layouts, plant varieties, business and domain names and inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registrable, registered or patentable.
“Project” means the project described in the Project Proposal;
“Services” means the services which includes the Project and the Deliverables to be provided by Viewix Pty Ltd under the Contract together with any additional services which Viewix Pty Ltd provides, or agrees to provide, to the Client;

“Third Party Costs” means any costs incurred or committed to be incurred byViewix Pty Ltd in delivering a Service Guaranteed Project other than Viewix Pty Ltd Labour Charge.
“Project Proposal” means the Viewix Pty Ltd document entitled Project Proposal which sets out, amongst other things, the description of the Services, Project, Deliverables and relevant charges for the Services; 

1. Cancellation Policy
The commencement date of a project is set as the date the initial deposit is received by Viewix Pty Ltd from the client. 
If the Client cancels a Project after the initial deposit is received, the Client shall forfeit the deposit paid by the Client pursuant to clause 4.
The Client acknowledges and agrees that;
a. the cancellation of a Project after the commencement date will result in damage being sustained by Viewix Pty Ltd; and
b. the forfeiture of the deposit as set out in this clause is not a penalty but the payment by the Client of compensation to Viewix Pty Ltd as a reasonable and genuine pre-estimate of the damage Viewix Pty Ltd sustains as a consequence of the cancellation of the Project.
Pre-Purchased Hours
If the Client wishes to cease production with Viewix Pty Ltd on a pre-purchased production hour package they will be entitled to a refund of 40% of the value of any unused production hours. 
The Client acknowledges that;
a. The forfeiture of the remaining 60% of the value of any unused production hours is not a penalty but the payment by the Client of compensation to Viewix Pty Ltd as a reasonable and genuine pre-estimate of the damage Viewix Pty Ltd sustains as a cancellation of a pre-purchased production hour package.
2. Description of the Project and Delivery of the Services.
Viewix Pty Ltd agrees to develop the Project and deliver the Services according to the terms listed in the Project Proposal provided.
3. Client’s Reviews and Additional Revisions.
The Client must submit any and all revisions within 28 days of receiving drafts, or to the agreed upon schedule as devised with your Viewix Video Specialist. Viewix Pty Ltd will accept the agreed upon amount of revisions as set out in the Project Proposal document.
(a.) The first round should consist of major revisions. For example: reordering/restructuring more than 40% of footage, significant design changes, change of music track.
(b.) The second round of revision should include smaller refinements for example spelling corrections.
Any work deemed outside the scope of these revisions will be classified as additional work to the Project Proposal and is subject to additional charges outlined in this clause.
Any additional revisions and work deemed by Viewix Pty Ltd to be outside the scope of the Project Proposal will be billed at a rate determined by Viewix Pty Ltd.
Any revision rounds required that stem from an error on the part of Viewix Pty Ltd will not be charged to the client, though may affect the delivery schedule, in which case refer to clause 7.
4. Payment.
The Client must pay 20% of the price quoted for a Project in the Project Proposal on the signing of the Project Proposal or giving instructions, written or verbal, to Viewix Pty Ltd to proceed with the Project.
On completion of a Project, the Client must pay the full price as detailed in the Project Proposal, together with any additional editing or revisions, on or before the required date for payment listed on the final Invoice. Failure to pay any payment on time shall entitle Viewix Pty Ltd to delay or stop any work it is doing under the Services until payment is made in full including delivery of the Deliverables.
5. Raw Artwork and Source Files
The client shall be solely responsible and liable for the storage and or archiving including back up of raw footage or data files. Viewix Pty Ltd accepts no responsibility or liability whatsoever for backup of raw footage or data files supplied by the Client for this Project.
The Client agrees to make available to Viewix Pty Ltd, for use by Viewix Pty Ltd in the Project, such graphical elements and materials as the Client and Viewix Pty Ltd may agree in writing for such purpose. Failure to provide Viewix Pty Ltd with materials in the requested formats may result in additional delays or fees in addition to those stated in the Project Proposal.
6. Project Backup and Archival
Viewix Pty Ltd will backup and retain an archive of all working files created by Viewix Pty Ltd during the project for a maximum of 12 months from the commencement of the Project. The Client expressly authorises Viewix Pty Ltd to discard any materials held by Viewix Pty Ltd at the expiry of 12 months.
7. Delivery of Project.
General Delivery Commitment
Viewix Pty Ltd will use all reasonable efforts in the development of the Project and endeavour to complete and deliver to the Client all final render files related to the Project no later than the date indicated either in the Project Proposal or via email provided that pre-payment the initial deposit and all requested instructions and material have been received by Viewix Pty Ltd from the Client.
Any delay in the completion of the Project due to actions or negligence by the Client, transportation delays, illness, or circumstances outside the control of Viewix Pty Ltd may alter the delivery date. Viewix Pty Ltd will make every effort to notify the Client of any delays to the estimated delivery date as soon as possible.
While Viewix Pty Ltd endeavours to keep delivery dates, any delay of delivery for any reason whatsoever, will not constitute a breach of this Contract by Viewix Pty Ltd and will not entitle the Client to claim for any damages or compensation including consequential loss or damage or to cancel, rescind or terminate the Contract. 
8. Ownership of Artwork and Source Files.
Ownership of any Intellectual Property in all the Deliverables, Project and any component of the Services prepared by Viewix Pty Ltd shall remain with Viewix Pty Ltd, and Viewix Pty Ltd shall provide to the Client a personal perpetual, non-transferable royalty-free ‘licence’ to use the materials and Deliverables for the Project for which they were created, on the condition that all amounts owing to Viewix Pty Ltd have been paid.
In the event that any amount is outstanding to Viewix Pty Ltd, then Viewix Pty Ltd reserves the right to revoke the ‘license’ to use any Intellectual Property until all amounts have been paid.
For the avoidance of doubt, Viewix Pty Ltd shall retain all right, title and interest in all original artwork, whether in draft, mock-up, concept or final development for the Project. Specifically, but without limitation, Viewix Pty Ltd shall hold all right, title, and interest in and to:
(a) all text, graphics or digital components of the Project;
(b) all layouts, logos, structures or arrangements or other components of any materials presented to the Client that comprises the Project,
(c) all literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Project, and
(d) all copyrights, patents, trade secrets, and other intellectual or industrial property rights in the Project or any component or characteristics thereof.
The Client shall not do anything that may infringe upon or in any way undermine Viewix Pty Ltd’s right, title, and interest in the Project, as described in this clause.
Notwithstanding the above, the Client shall retain and, Viewix Pty Ltd shall have no proprietary rights whatsoever in all of the Client’s Intellectual Property rights in any and all text, images or other components and/or materials owned by the Client, or which the Client has the legal right to use, that are delivered to Viewix Pty Ltd, including but not limited to software, related documentation, marketing material, logos, and tag lines (Client’s Proprietary Material). Viewix Pty Ltd agrees that they shall not use the Client’s Proprietary Material for any other purpose than those expressly set forth in this Contract.
9. Purpose Test and Liability
The Client acknowledges that the instructions issued to Viewix Pty Ltd were specific and described the purpose for which the Services are to be provided and the industry in which the Services will be used. Viewix Pty Ltd takes into account the industry of the Client and the purpose for which the Client intends to use the Services when delivering the Project and Deliverables.
The Client acknowledges and agrees that Viewix Pty Ltd shall have no liability whatsoever in the event the Client uses the Project and Deliverables for a purpose and or in an industry that was not disclosed to Viewix Pty Ltd or agreed to by Viewix Pty Ltd.
10. Consequence of a Breach.
In the event the Client fails to make any of the payments referenced in the Project by the set terms, Viewix Pty Ltd have the right, but are not obligated, to pursue any or all of the following remedies:
(a) terminate the Contract,
(b) withhold all files, artwork, website code, source, commitments or any other service to be performed by Viewix Pty Ltd for the Client,
(c) bring legal action for the recovery of the amount outstanding and any enforcement expenses including legal costs; and
(d) charge interest on the overdue amount at 10% per annum calculated daily and accumulated until the outstanding amount is paid in full.
The Client is responsible for all material costs as outlined in the Project, and accepts responsibility for all additional material costs that Viewix Pty Ltd may incur in the development of this Project.
11. Confidentiality.
The Client and Viewix Pty Ltd acknowledge and agree that the specifications and all other documents and information related to the development of the Project, excluding however, Client’s Proprietary Material, (the Confidential Information) will constitute valuable trade secrets of Viewix Pty Ltd. The Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Contract, without Viewix Pty Ltd’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.
12. Screen Credits
For any material where screen credits are incorporated, credit must be given to Viewix Pty Ltd and relevant staff or as otherwise agreed.
13. General Provisions
Terms and Conditions
(a.) These terms and conditions apply to all transactions between Viewix Pty Ltd and the Client.
(b.) Entire Agreement
This Contract contains the entire agreement between parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Contract shall be valid unless made in writing and signed by all of the parties hereto.
(c.)Governing Law
The Contract is governed by the laws in force in the state of New South Wales. Both parties agree to submit to the non-exclusive jurisdiction of the Courts of that state.
(d.) Binding Effect
This Contract shall be binding upon and ensure to the benefit of the Client and Viewix Pty Ltd and their respective successors and assigns, provided that Viewix Pty Ltd shall not assign any of their obligations under this Contract without the Client’s prior written consent.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Contract at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Contract.
(f.) Good Faith
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Contract.
(g.) No Right to Assign
The Client has no right to assign, sell, or modify or otherwise alter the Project, except upon the express written advanced approval of Viewix Pty Ltd, which consent can be withheld for any reason.
(h.)Right to Remove Project
In the event the Client fails to make any of the payments within the time prescribed in the terms, Viewix Pty Ltd have the right immediately cease all work on the Project until payment in full is paid, including the removal of any online/internet project that may be current or live on the internet.
(i.) Indemnification
The Client warrants that the Client Proprietary Materials are legally owned or licensed to the Client. The Client agrees to indemnify and hold Viewix Pty Ltd harmless from any and all claims brought by any third-party relating to the Client’s Proprietary Material provided by the Client to Viewix Pty Ltd including any and all demands, liabilities, losses, reasonable associated costs and claims including attorney’s fees arising out of injury caused by the Client’s Proprietary Material supplied to Viewix Pty Ltd including but not limited to copyright infringement or defective products sold as a result of the Client’s distribution or use of the Project.
(j.) Use of the Project for Promotional Purposes
The Client grants Viewix Pty Ltd the right to use the Project for promotional purposes and/or to cross-link it with other marketing venues developed by Viewix Pty Ltd, but excludes the right to use confidential material as highlighted by the Client in writing.
(k.)Right to Style or to Make Derivative Works
Subject to Clause 9 above, Viewix Pty Ltd have the exclusive rights in making any derivative similar Works of the Project and similarities between the Client’s Project and future projects constitutes Viewix Pty Ltd’s methods and style.
(l.) Legal Fees
In the event that Viewix Pty Ltd employs a Solicitor or debt collector to enforce any of the terms of the Contract, Viewix Pty Ltd shall be entitled to recover its legal fees or other enforcement expenses incurred in pursuit of its rights under this Contract.
14. Changes to Terms
Viewix Pty Ltd may change the Contract terms at any time provided that such change will not affect the Contract already executed by the parties.

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