Terms & Conditions – Laneth Sffarlenn

The below text forms part of a standard agreement document between customers that contract TheNeth for voiceover services and are an example only. Please contact Laneth for more information.

TERMS AND CONDITIONS FOR THE SUPPLY OF VOICEOVER SERVICES

DEFINITIONS AND INTERPRETATION
1. “Additional Services” means any services performed of a type and nature not specifically referred to in the Details;
2. “Agreement” means the documents comprising the Details and Terms & Conditions;
3. “Business Day” means a day on which the banks are open for general banking business in Victoria, Australia except Saturday, Sundays and public or statutory holidays, unless otherwise stated;
4. ”Commencement Date” means the date the Quote is agreed to by the Customer;
5. “Contract Sum” means the amount estimated in the Details; this is subject to change prior to engagement in accordance with the official Quote.
6. “Contractor” means both Laneth Sffarlenn individually and TheNeth as the business (ABN 95 992 679 638);
7. “Copyright” includes:
  1. all of the exclusive rights comprised within copyright as defined by the Copyright Act 1968 (Cth) in relation to a literary or musical work; and
  1. all rights in the nature of copyright whether by law, convention or otherwise and such new and additional rights that may become vested in the Contractor in any country forming part of the Territory; and
  1. in this Agreement, relates to all works performed by the Contractor comprising the Services;
8. “Customer” means You;
9. “Day” means any day appearing on a standard calendar, including weekends and public holidays;
10. “Details” means the order form associated with these Terms & Conditions, having the title TheNeth – VO Services Order Form;
11. “Fee Schedule” means both the page on Laneth.com (TBC) and downloadable PDF version (obtainable upon request);
12. “person” includes companies;
13. “Prices” includes estimates provided in the Details, Fee Schedule, and Quote; all Prices shown are in Australian Dollars (AUD) and do not include GST unless otherwise specified;
14. “Quote” means the official quote provided as final agreement between the Contractor and Customer;
15. “Rates” – please refer to Fee Schedule;
16. “Services” means the activities, work, and services described in the Details;
17. “Territory” means the entire World;
18. “TheNeth” see Contractor above;
19. Headings are for convenience only and do not form part of these Terms & Conditions.
PLACING AN ORDER FOR SERVICES
1. By engaging the Contractor and agreeing to the Quote, the Customer confirms they have read and accepted these Terms & Conditions.
QUOTATIONS AND PRICES
1. The Contractor shall specify in the Details general provisions for the Services required to be done in order to fulfill the Customer’s instructions and requests, and outline an estimate of the Contractor’s charges for performance of such work.
2. The Contractor is not obliged to provide the Services until these Terms & Conditions and the Quote have been accepted by the Customer.
3. The Customer acknowledges that any prices provided in the Details are estimates only, and final prices for requested Services will be provided by the Contractor in the Quote.
VARIATIONS IN PRICES
1. Subject to the below provisions, all prices in the Details and Quote shall remain current for thirty days from the date on which the Customer accepts these Terms & Conditions.
2. The Contractor shall be entitled to vary any quotation previously provided to the Customer if:-
  1. the Customer provides incomplete or inaccurate information to the Contractor preventing the Contractor from providing an accurate quote;
  2. the Contractor experiences delays in providing the Services by virtue of any action or inaction on the part of the Customer where such delay is in excess of thirty days from the agreed commencement date or if no such date exists, then thirty days from the date of this Agreement;
  3. at the Customer’s request, the Contractor agrees to provide Additional Services at any time after the commencement of this Agreement;
  4. the Contractor experiences price increases after the date of this Agreement in acquiring or hiring any equipment necessary to perform the Services required;
  5. the Customer is in breach of its obligations as set out in this Agreement causing the Contractor to incur loss for any reason directly or indirectly; and
  6. any cause beyond the Contractor’s control causing the necessary variation.
3. If any supply by the Contractor is subject to Goods and Services Tax (“GST”), the Customer may presume that all prices shown in the Details, Fee Schedule, or Quote are inclusive of any applicable GST.
ADDITIONAL SERVICES
1. If the Customer requests that the Contractor supply or carry out Additional Services and the Contractor agrees to such a request, the Additional Services will be deemed to form part of the Services and the Customer must pay:
  1. if the Contractor has given a written quotation prior to performing or providing the Additional Services, the amount quoted; or
  2. in the absence of a written quotation, an amount calculated using the Contractor’s standard hourly rate charge of $150.00 per finished hour or part thereof.
2. The Customer acknowledges and agrees that any and all Services that are not specifically referred to in the Details or Quote shall constitute Additional Services.
TERMS OF PAYMENT
1. The Customer may opt to pay a non-refundable deposit to the Contractor equal to one half of the GST inclusive (if applicable) price as quoted to the Customer within two (2) business days following the Customer’s acceptance of these Terms & Conditions, and the Contractor providing the Customer a formal quote by email. In the event of default as to payment owing to the Contractor at any time, the Contractor shall be entitled to retain the deposit absolutely and claim for the balance owing in the Details or Quote and for any other loss suffered by the Contractor by way of any remedy available to it as provided in this Agreement or at law or in equity generally.
2. The Customer must pay the Contractor within twenty-eight (28) Days of the date of the Contractor issuing a tax invoice for such payment to the Customer, the total amount set out in the invoice/s issued by the Contractor to the Customer whether for the whole or part of the Contract Sum and/or the value of any Additional Services.
3. If the Customer fails to make such payment within the time frame required by the Contractor, the Contractor shall be at liberty to withhold the provision of Services or any Additional Services until such time as the Customer makes full payment and such action shall not constitute a breach of the Contractor’s obligations under this Agreement.
4. The Customer agrees to pay:
  1. any and all amounts by PayPal or cash deposit or electronic funds transfer or credit card facility provided by the Contractor into any account nominated by the Contractor; and
  2. a fee of 3% of the value of the Contract Sum for any and all payments made to the Contractor’s nominated PayPal account, if not paying by other means.
INTELLECTUAL PROPERTY
1. The Customer warrants that it owns or has lawfully acquired the right to make use of any written or audio material supplied to the Contractor for recording, mixing, and/or mastering purposes and the Customer hereby indemnifies the Contractor against any and all losses, claims, actions proceedings that may be commenced or claimed against the Contractor by the rightful owner of the written or audio material or any other third party with standing;
2. The parties to this Agreement acknowledge and agree that:
  1. all right, title, and interest in the written or audio material provided by the Customer is owned or licensed by and controlled by the Customer or any person having authorised the Customer to seek the Services from the Contractor (“the Rights Holder”);
  2. if relevant, the Services have been commissioned by the Customer on behalf of the Rights Holder;
  3. the Contractor agrees that all work produced by the Contractor while performing the Services, including any unfinished audio recordings (“the “Works”) is a “work made for hire” to the full extent permitted by law, with all copyrights in the Works owned by Rights Holder;
  4. all right, title, and interest in and to such Works will be owned, immediately upon creation, exclusively by the Customer or the Rights Holder as the case may be;
  5. to the extent that any Works of the Contractor would not qualify as a work made for hire under applicable law, the Contractor hereby assigns to the Rights Holder all right, title and interest the Contractor may have in and to such Works, including all copyright, rights of authorship or rights of publicity in the Works;
  6. the Contractor will execute any additional documents required by the Customer or Rights Holder to establish such ownership or assignment to the Rights Holder. In the event of any termination of this Agreement prior to the Contractor’s completion of the Services, the provisions of this Agreement regarding ownership will apply with respect to any portion of the Services that might have been completed prior to such termination.
FORMAT AND DIGITAL MEDIA
1. All final Service(s) will be provided to the Customer in digital download format only;
2. The Contractor shall test all final supplied digital media (MP3/WAV/OGG/etc.) for errors before delivery but does not provide any warranty as to the supplied files being error-free once uploaded and shall not accept responsibility for losses incurred due to failures of employed cloud storage platforms.
3. The Customer must ensure that the received digital files are complete, functional, and without errors prior to any duplication or reproduction of the media or the material contained therein. The Customer warrants that upon receipt of the digital media provided by the Contractor, the Customer shall listen to the master copy before delivering it for duplication / reproduction / distribution / cutting / mastering.
4. The Customer acknowledges and agrees that the Contractor shall not be obliged to create and maintain any archival records or copies of the Services at any time. The Contractor, however, agrees that a standard 12 month backup of all Services and completed Works shall be kept in an online cloud storage facility of their choice (Google Drive) and copies can be obtained by the Customer at no extra cost in the event the provided master copy is corrupted, lost, damaged, or stolen.
  1. Where possible, the Contractor agrees to forward a reminder to the Customer 30 days prior to any purge or such stored backups from the cloud storage facility.
5. The Customer may not assert any right of set off, counterclaim, or abatement in respect of alleged defects concerning the Services and must pay all amounts due under this Agreement in full to the Contractor before pursuing any remedial or rectification claims.
6. The Customer acknowledges and agrees that:
  1. if the Customer fails to give the Contractor notice of any non-complying aspect of, or defects in the Services within three (3) business days of the Contractor notifying the Customer that it has fully discharged its obligations under this Agreement, the Contractor will be deemed to have fully discharged its obligations under this Agreement;
  2. the Contractor will, upon being deemed to have fully discharged its obligations under this Agreement, be released from any and all liability in respect of the Services supplied save for the continuing operation of any warranty expressly given under this Agreement;
  3. the Contractor shall not be liable to compensate the Customer for any delay in either replacing or repairing the Services or in properly assessing the Customer’s claim.
LIMITATION OF LIABILITY
1. The Contractor shall not be liable for loss or damage to audio materials, whether mastered or un-mastered, or their respective storage mediums, which are lost or damaged while in transit to or from the Customer.
2. All liability and obligations imposed under statute are expressly excluded but only to the extent that this exclusion does not contravene the statute or cause any part of the Agreement to be void.
3. In the event of defects in the Services supplied being identified within the period specified in clause 8.6.1. above, the Contractor’s liability is limited to supplying the Services again, or the cost of having the Services supplied again, whichever the Contractor elects to do in its absolute discretion;
4. To the maximum extent permitted by law:
  1. the Contractor will not be liable to the Customer or any other person or third party in respect of any consequential or other loss or damage (including loss of profit, loss of income, or loss to reputation) arising directly or indirectly from the provision of Services under this Agreement;
  2. the Contractor’s liability arising out of a connection with this Agreement whether under the law of contract, in tort, in equity under statute or otherwise shall be limited in aggregate to an amount equal to the Contract Sum;
  3. the Contractor shall not be liable to the Customer for any statements, representations, guarantees, conditions or warranties not expressly contained in the Details;
DELAYS
1. The Contractor’s obligation to carrying out the Services is subject always to the availability of labour, materials, plant, equipment, and services making up, or necessary for, the supply of the Services.
2. Any dates specified for provision of the Services are estimates only. The Contractor will use all reasonable endeavours to provide the Services by the dates specified but does not warrant that such provision will be met.
3. The Customer may not reject the provision of the Services on account of the Contractor’s inability to comply with any dates specified.
4. When it becomes evident to any party that anything (including an act or omission of the Customer or an employee, other consultant, contractor, or agent of the Customer) may delay the Contractor in carrying out completing the provision of the Services, that party must promptly notify the other party in writing with details of the possible delay and the cause.
5. If the Contractor is or will be delayed in the provision of the Services by any cause beyond the reasonable control of the Contractor, the dates for supply specified shall be extended to address the extent of the delay. Alternatively, the Contractor may (in its absolute discretion) elect to reschedule the supply of the Services to new dates that are to be agreed with the Customer.
SUSPENSION AND/OR TERMINATION BY THE CONTRACTOR
1. The Contractor shall be entitled to suspend and/or terminate the provision of the Services forthwith by written notice to the Customer upon the happening of any one of the following events:
  1. where full payment of any tax invoice issued by the Contractor to the Customer whether for the whole or part of the Contract Sum and/or the value of any Additional Items has not been received by the Contractor in accordance with clause 6.1. and 6.2. above;
  2. where the Customer, being an individual, commits an act of bankruptcy or, being a corporation goes into liquidation or has a receiver or administrator appointed to control its affairs, is deemed unable to pay its debt or has a petition presented for its winding up or for an administrative order; or
  3. where the Customer is in material breach of any of the Terms & Conditions and:-
    1. the Contractor has given the Customer a written notice demanding the breach be remedied within fourteen (14) days and the Customer fails to comply with such notice; or
    2. such breach cannot be remedied; or
    3. such breach evinces an intention on the part of the Customer that it does not wish to be bound by the terms of this Agreement.
  4. where the political, sexual, violent, or otherwise immoral words, concepts, or gestures contained in written or audio materials supplied to the Contractor are found to be in direct conflict with the Contractor’s personal ethics, beliefs, or otherwise established professional standards.
  5. Any suspension and/or termination shall be without prejudice to and shall not affect any rights of the Contractor against the Customer that have accrued up to the time of suspension or termination (as the case may be).
VARIATION AND/OR TERMINATION BY THE CUSTOMER
1. This Agreement may only be cancelled and/or varied by the Customer with the written consent of the Contractor.
2. To the extent permitted by law, the Contractor may require, as a condition of such consent, that the Customer pay reasonable charges for such cancellation/variation, which takes into account expenses incurred by the Contractor to the date of cancellation and/or variation.
FORCE MAJEURE
1. The Contractor will have no liability to the Customer in relation to any loss, damage, or expense caused by the Contractor’s failure to supply the Services as a result of fire, flood, tempest, earthquake, riot, civil disturbance, theft, vandalism, crime, strike, lockout, breakdown, war, the inability of the Contractor’s normal suppliers to supply the necessary material, or any other matter beyond the Contractor’s control.
PRIVACY
1. The Customer hereby authorises the Contractor to collect, retain, record, use, and disclose consumer and/or commercial information about the Customer, in accordance with the Privacy Act 1988 (Cth), to persons and/or legal entities who are a solicitor or any other professional consultant engaged by the Contractor, a Debt Collector, Credit Reference Organisation and/or any other individual or organisation which maintains credit references and/or default listings.
2. The Customer also authorises the Contractor to make enquiries with respect to the Customer’s consumer and commercial credit worthiness, to exchange information with other Credit Providers in respect of previous consumer and commercial defaults of the Customer, and to notify other Credit Providers of a consumer and/or commercial default by the Customer.
RELATIONSHIP OF THE PARTIES
1. The relationship between the parties hereto is intended to be, and is to be construed as, that of independent contracting parties only and not that of employment, partnership, joint venture, agency, or any other association whatsoever. Nothing whatsoever contained herein shall constitute either party as having authority to bind the other in any manner whatsoever, and nothing whatsoever contained herein shall give or is intended to give any rights of any kind to any third party.
DISPUTE RESOLUTION
1. Without prejudice to either party’s rights both parties agree that:
  1. the Customer and the Contractor will initially use all reasonable endeavours to resolve any dispute arising under this Agreement within ten (10) Business Days of a party being advised by written notice of such a dispute;
  2. in the event that the parties are unable to resolve the dispute within the timeframe specified at clause 16.1.1. above, the parties may either agree to refer the matter to mediation or some other form of alternative dispute resolution or commence legal proceedings;
  3. To the extent possible, both parties shall continue to comply with their respective obligations under this Agreement whilst the dispute is being addressed by the procedure as set out in this clause 16.1.;
  4. Nothing in this Agreement shall prevent the Contractor from seeking injunctive relief at any time if it is deemed necessary by the Contractor.
APPLICABLE LAW
1. The Agreement is governed by the laws of Victoria, Australia and the parties submit to the non-exclusive jurisdiction of the Courts of Victoria, Australia.
MISCELLANEOUS
1. The Customer shall, at all times and under all circumstances, take full responsibility for the political, sexual, violent, or otherwise immoral words, concepts, or gestures contained in written or audio materials supplied to the Contractor and the Contractor shall be at liberty to refuse to provide the Services if, in so doing, the Contractor will be forcibly committing a criminal act. The Contractor shall not be held responsible for the consequences of the deliberate or accidental broadcast of or dissemination of through other means of any material it receives for recording, is recording or has previously recorded.
2. The Contractor remains at liberty at all times both prior to and after agreement to these Terms & Conditions by both parties to refuse to provide the Services or terminate this agreement altogether, with specific reference to clause 11.1.iv above. The Customer upon agreeing to these terms acknowledges that requests for Services involving the advertising of or support for cigarettes, alcohol, gambling, drugs, politics, public or private enterprises of an unethical nature, or otherwise incompatible materials will constitute an immediate termination of any agreement heretofore entered into.
3. The Customer hereby agrees to provide the Contractor upon request with a copy of the completed and mastered version of materials recorded by the Contractor. In case of finalised videos/songs being supplied, the Contractor is hereby granted the right by the Customer to use such videos/songs for promotion on its website(s) and other promotional advertising sources used by the Contractor.
  1. The Contractor agrees and provides assurance to the Customer that such rights granted shall only be exercised upon the Customer or the Rights Holder making public the completed Services provided, and that this Agreement also acts as a standard Non-Disclosure Agreement (NDA) binding the Contractor to absolute non-disclosure until and unless otherwise given express written right to use said completed materials per clause 18.3. above.
SEVERANCE
1. If any part of this Agreement is found to be void, voidable, or not enforceable, that part shall be struck out without affecting or eroding the enforceability or validity of the remaining parts and such severance shall not detract from the obligations each party has under this Agreement.
ASSIGNMENT
1. The Customer hereby authorises the Contractor to assign its rights and interest in this Agreement to any third party if it so desires without any further consent being required from the Customer.
2. The Customer is not entitled to transfer its rights and interest under this Agreement without first seeking the written consent of the Contractor.
3. Any consent that may be given by the Contractor may be granted or withheld in the Contractor’s absolute discretion and shall not at any time constitute a waiver of the Contractor’s rights and interests under this Agreement.
ENTIRE AGREEMENT
1. This Agreement contains the entire agreement between the Contractor and the Customer. The parties agree that any negotiations that lead to the formation of this Agreement have been accurately incorporated in this Agreement.
2. In entering into this Agreement, the parties hereby acknowledge that they have not made any warranties or representations to each other except as incorporated in this Agreement.
GUARANTEE
1. The person/s signing this Agreement on behalf of the Customer hereby guarantees the payment of all monies that become due and payable under this Agreement. This guarantee will continue following the termination of this Agreement until all monies owing to the Contractor are paid in full.
INSTRUCTIONS AND COMMUNICATIONS
1. The Contractor shall receive instructions from the person/s signing this Agreement only. If the Customer authorises any other employee or agent to give the Contractor instructions in lieu of or in addition to the person/s signing this Agreement, the Customer must inform the Contractor of that person’s details in writing.
  1. All instructions pertaining to the Services are to be delivered in writing by direct email to the Contractor or completion of order forms only.
  2. Instructions delivered verbally, by SMS, or by any other means shall not form part of this Agreement, and the Contractor accepts no liability for any inaccuracies in final provided Services should this be the case.
1. The Contractor shall not be liable in any way for any losses incurred by the Customer in accepting instructions from the persons contemplated by this clause 23.
2. The Contractor may elect to communicate by electronic mail or such other form as is convenient and does not warrant that any such communication will be free from defect, virus, or shall be otherwise secure. The Customer hereby acknowledges and agrees to accept such communications and releases the Contractor from all liability in respect of any losses that may be incurred by the Customer by virtue of such communications.
NOTICES
1. A notice from one party to another shall be deemed to have been served upon the receiving party if:-
  1. the notice is delivered personally to the other party;
  2. the notice is delivered by email transmission from one party to the other to nominated email addresses as contained in the Details; or
  3. the notice is posted to the other party to the address provided in the Details, whereby delivery will be deemed to have occurred on the third business day following the posting of the notice.
INDEPENDENT LEGAL ADVICE
1. The parties acknowledge that this agreement is a legally binding document and that the Contractor strongly recommends that the Customer obtains independent advice from a legally qualified practitioner experienced in agreements of this nature prior to the signing of this Agreement. The Customer acknowledges that, in signing this Agreement, they have obtained such independent legal advice or alternatively, despite the recommendation from the Contractor, have chosen not to seek or obtain such advice.
EXECUTION