T&C’s for Provision of Services conducted by Notice Corp. t/a Comedy & Co.
These terms and conditions (“Conditions”) constitute the rights and responsibilities between Comedy & Co. / Laugh-Masters Academy / Notice Corp. (ACN: 117 530 757) of L5, 10-14 Waterloo St. Surry Hills NSW Australia (“Comedy & Co.”) and the party named in your Scope of Work document (“the Client”) for the engagement of services provided by Comedy & Co. The Conditions constitute the agreement between both parties (“Agreement”).
1.1 The Client appoints Comedy & Co. (and affiliated partners) to provide production services described in Scope Of Work included with this document (“the Services”).
2.1 Comedy & Co. will provide the Services during the term of this Agreement (“the Term”), and these will be agreed as having started on the date of signature and will continue until the Services have been delivered or unless terminated under clause 11 of this Agreement.
3.1 Comedy & Co. may contract third parties to provide specific goods or services necessary to facilitate provision of the Services (“Media Components”) and will ensure that any entity that supplies Media Components and is sub-contracted will:
(a) meet all deadlines;
(b) ensure all necessary consents, clearances and licenses are obtained;
(c) ensure all artists are properly contracted for appearances, repeats and/or buy-outs.
4. Comedy & Co. Acts as Principal
Comedy & Co. acts as a principal at law and not as the agent of the Client in all its dealings with third party suppliers and shall be directly responsible to such parties for payment of their fees/invoices.
5. Comedy & Co.’s Remuneration
5.1 The Client agrees to remunerate Comedy & Co. for the Services in accordance with the Estimate and the parties agree that the remuneration payable under the Estimate shall only be valid for the Services identified in the Estimate and will be subject to any exclusions identified in the Estimate. For the avoidance of doubt Comedy & Co.’s remuneration is distinct from the payment of any Media Components or other items that are identified in the Exclusions part of the Estimate.
5.2 The parties agree and acknowledge that any additional services to be undertaken by Comedy & Co. and not contained in the Estimate or identified in these Conditions shall be subject to a further quotation and agreement by both parties prior to Comedy & Co. undertaking this additional services (“Further Services”). For the avoidance of doubt where both parties agree that Comedy & Co. shall undertake the Further Services, the scope, terms and conditions shall be agreed prior to being undertaken and always in accordance with clause 6 below.
6. Approvals and Authority
6.1 For any production costs, research or creative work not covered by the Estimate or where specifically excluded from the Estimate and where Further Services are consequently required to be undertaken to provide the Services, the Client shall be advised of the quantum and nature of the costs for the Further Services in writing or via email.
6.2 The Client shall provide its consent for the payment of additional costs to enable Comedy & Co. to undertake the Further Services within 3 business days of receipt of the quote for the Further Services and in the event such consent is not provided within this time period, Comedy & Co. shall not be liable for any delays incurred in delivering the Services.
6.3 The Client’s written or electronic approval for the Further Services will be Comedy & Co.’s authority to buy production materials and services.
7. Payment of Invoices
7.1 Upon approval of the Estimate, The Client shall supply Comedy & Co. with a PO for the scope of work agreed and Comedy & Co. / Laugh-Masters Academy / Notice Corp. will supply an invoice for 100% of the total invoiced amount (‘Deposit Invoice’), which The Client agrees to pay immediately upon receipt of the Deposit Invoice.
7.2 All future invoices rendered by Comedy & Co. to the Client under this Agreement shall be paid within 30 days following submission by Comedy & Co.
8. Intellectual Property/Copyright
8.1 All final materials produced by Comedy & Co. and accepted and paid for in full by the Client for use hereunder shall remain the property of Comedy & Co. unless agreed by separate and prior arrangement. If negotiated, property rights may be assigned to the Client subject to payment of all monies due to Comedy & Co. and Comedy & Co. shall assign to the Client all intellectual property rights in the final materials to the extent that such intellectual property rights are vested in Comedy & Co. It is understood that there may be limitations on the use and ownership of materials by virtue of rights of third parties such as performers.
8.2 The Client shall provide Comedy & Co. with copies of all branding and trademarks that are to be included in the Services and the Client hereby grants Comedy & Co. a royalty-free licence to use, copy and reproduce such trademarks and branding for the purpose of developing and delivering the Services.
8.3 Comedy & Co. will use all reasonable endeavours to obtain all copyright and consents to moral rights in respect of work sub-contracted to or acquired from third parties but it cannot undertake that in all cases it will be able to do so. In the event that Comedy & Co. is unable to obtain copyright or consent to moral rights in respect of such work, Comedy & Co. shall inform the Client before any appropriate agreement is entered into.
8.4 The Client agrees that on termination of this Agreement Comedy & Co. shall be entitled to use the finished product created from the provision of the Services solely for its own internal and external promotional purposes in perpetuity.
8.5 Unless expressly stated within the supplied Scope Of Work document, Comedy & Co. is not responsible for the licensing of performers and cannot be held liable to any future claims made by performers. For the avoidance of doubt, this includes Actors, Presenters, Voice Over Artists, Musicians or any other ‘Talent’ that is paid based on usage fees.
9. Warranties and Indemnities
9.1 Comedy & Co. acknowledges that it owes the Client a duty to use all reasonable endeavours to ensure that work created in delivering the Services does not infringe the copyright, registered trademarks, registered designs, design rights, patents or any other rights of any third party and is not in any other way contrary to any applicable law.
9.2 Comedy & Co. may at any time it is concerned about the possibility of a claim arising from the content of the work produced under these Conditions, at its option and expense, replace or modify such work with a view to avoiding such a claim. For the avoidance of doubt, Comedy & Co. shall have no liability to the Client under any provision of this clause if any claim or action is based upon any modification to the work produced under this Agreement that has not been authorised by Comedy & Co.
9.3 The Client acknowledges that the information, including all details of the Client, its activities, the status of persons and entities referred are true and correct and the Client indemnifies and holds Comedy & Co. harmless against any demand, claim action, moneys, interest and cost the company may suffer as a result of the aforementioned information being incorrect, inaccurate and/or a misrepresentation of the Client’s activities, standing and status.
9.4 The Client warrants to Comedy & Co. that any work provided by the Client to Comedy & Co. / Laugh-Masters Academy / Notice Corp. is accurate and does not infringe the intellectual rights of any other party.
9.5 The Client will indemnify and hold Comedy & Co. harmless with respect to any claims or actions instituted by third parties which result from: (a) the use by Comedy & Co. of material furnished by the Client, or (b) where material created by Comedy & Co. is substantially changed by the Client: where Comedy & Co. suffers loss as a result or because of breach of this clause 9 and specifically clause 9.5(a).
10. Legal Liability
10.1 Neither party shall be liable to the other for any loss of contracts or loss of actual or anticipated income or profit or for any indirect, special or consequential damages, loss or expenses arising under this Agreement whether or not such loss or damage is foreseeable, foreseen or known.
10.2 Comedy & Co. shall not be liable to the Client by reason of the defaults of suppliers of materials and services, owners of media or other persons not the agents or employees of Comedy & Co..
11.1 Either party has the right to terminate the Agreement immediately if the other:(a) has committed a material breach of this Agreement, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other party has failed to remedy the breach within 14 days after a written notice to do so; or (b) becomes insolvent or is the subject of a bankruptcy order.
11.2 Comedy & Co. shall be entitled to terminate this Agreement and/or any other agreements subsisting between the parties by further notice in writing upon the Client to the Client’s last known address if:
i) The Client fails to pay any amount due to the company upon its due date for payment;
ii) The Client is placed into administration or liquidation;
iii) The Client enters into any compromise with its creditors affecting its ability to comply with this Agreement;
iv) The Agreement is terminated under any clause of this Agreement; and
Client shall assume liability for any third party contracts made by Comedy & Co. that cannot be cancelled in accordance with the terms of these Conditions on the Client’s behalf prior to termination.
11.3 The rights, duties and responsibilities of Comedy & Co. shall continue in full force during the period of notice, including the ordering and billing of advertising in media whose published closing dates fall within such period and the ordering and billing of advertising in broadcast media where the air dates fall within such period.
11.4 At termination of this Agreement, the Client agrees that any concepts, ideas or similar prepared by Comedy & Co. and submitted to the Client (whether submitted separately or in conjunction with or as part of other material) but not used by the Client, shall remain Comedy & Co.’s property unless it was either mutually agreed in writing that any such plan or idea became the Client property, or specific payment of the cost of its development was agreed upon and made by the Client.
11.5 If the Client should direct Comedy & Co. to cancel or terminate any previously authorised purchase or project, Comedy & Co. shall promptly take all appropriate action, provided that the Client will hold Comedy & Co. harmless with respect to any costs incurred by Comedy & Co. as a result thereof.
12.1 The parties agree to keep all confidential information in relation to the business of the other confidential during and after the term of the Agreement.
13. Option for Rollover and Exclusivity
13.1 The parties agree in good faith that where an idea, concept or strategy has been devised by Comedy & Co. and subsequently becomes a successful campaign for the Client, the Client will give Comedy & Co. the option of first right of refusal to partake in future media campaigns utilising such concepts, strategies or ideas, and the terms for such future work shall be mutually agreed between the parties but in any event based upon reasonable and commercial industry terms.
14.1 This Agreement can only be amended or modified by written agreement signed by both parties.
14.2 Neither of the parties to this Agreement may assign their rights or benefits under this Agreement without prior written consent from the other party.
14.3 This Agreement may be executed electronically whether via email, facsimile and in any number of counterparts.
14.4 This Agreement is governed by and will be construed in accordance with the laws of New South Wales, Australia and the parties submit to the exclusive jurisdiction of the New South Wales courts.
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