Service Agreement

effective august 2025

Acceptance of Terms

By confirming your package and paying your 50% booking deposit, you (client) agree to our (service provider being Anita Andrea Photography) Services Agreement.

1. OVERVIEW

1.1 The Agreement between you (Client) and us (Service Provider) is made up of these General Terms and Conditions (T&Cs) and the accompanying Package details, along with any subsequent Proposal details as agreed upon from time to time in writing.

1.2 The Proposal contains the information that is relevant to our arrangement with you, and is designed to be read alongside the T&Cs.

1.3 If there is any inconsistency between the T&Cs and the Proposal, the content of the Proposal will prevail to the extent of the inconsistency.

1.4 Any variation to the Proposal or agreed package must be mutually agreed upon in writing.

1.5 The Agreement will come into effect on the Commencement Date being the date the booking fee is paid.

1.6 Subject to the nature of the Services being provided, additional special conditions may apply as set out in the Proposal.

1.7 You acknowledge that you have read and understood the T&Cs and Proposal prior to signing the Agreement and have sought professional and/or legal advice should you require clarification on any aspect of the Agreement.

2. SERVICES

2.1 Scope of Services

a) The Proposal shall include a detailed outline of the Services to be provided, encompassing pre-production consultations, creative concept development, location scouting (if applicable), the number of photography or videography session(s), post-production work, and the delivery of Deliverables. Each stage will be defined with expected outcomes and timelines, including the Key Dates for delivery.

b) Any services requested beyond the scope outlined in the Proposal will be subject to our Hourly Rate and agreed prior.

c) We will adjust the Deliverables for exposure, sharpness, brightness and contrast, and as otherwise noted in the Proposal.

d) You acknowledge that creative expression and direction is at our sole discretion.

e) You acknowledge that although we will use our best endeavours to capture all content as outlined in the Client Information, we are unable to guarantee that certain Deliverables will be to your exact specifications.

f) We reserve the right to only include content in the Deliverables that meets our professional and artistic standards.

2.2 Limitations

a) Venue

i. The Client acknowledges that the performance of our Services are subject to the policies, rules, and regulations imposed by the venue(s) at which Services are to be held. The Client is responsible for obtaining and providing to the Service Provider any necessary permissions, access, or information regarding the venue's restrictions that may affect the delivery of Services.

ii. The Service Provider shall not be held responsible for any limitations or restrictions imposed by the venue that may affect the scope or quality of the delivered services. This includes, but is not limited to, restrictions on the use of flash photography, specific areas designated for photography, or time constraints.

iii. If venue restrictions hinder the Service Provider's ability to deliver the Services as outlined in the Proposal, the Service Provider will communicate with the Client to discuss alternative arrangements or adjustments to the Services. However, the Service Provider will not be liable for any failure to provide specific services or deliverables directly resulting from such venue-imposed restrictions.

b) Weather Conditions

The Service Provider is not responsible for any limitations or delays in service delivery due to adverse weather conditions. Should weather conditions not permit the photography session to take place, especially in the case of outdoor events, the Service Provider and the Client will work together to reschedule the session to a mutually agreeable date, subject to the Service Provider's availability.

c) Client Cooperation

Timely and effective service delivery is contingent upon the cooperation of the Client and their guests. The Service Provider is not liable for any shortfall in the delivery of services resulting from the lack of cooperation or interference by the Client or their guests, including but not limited to, failure to adhere to agreed schedules, locations, and photography guidelines.

d) Equipment Failure

While the Service Provider takes all reasonable measures to ensure equipment reliability, the Service Provider shall not be held liable for service disruptions or quality impacts due to unforeseen equipment failure. In such cases, the Service Provider will make every reasonable effort to find immediate solutions or to reschedule affected services.

e) Permissions

For services requiring special permissions or access, such as aerial photography/videography, the scope is contingent upon the Client obtaining necessary clearances and adhering to local regulations. Failure to secure such permissions will result in adjustments to the scope or cancellation of related services without fault to the Service Provider.

f) Digital File Loss

The Service Provider commits to the highest standards of practice in handling and backing up digital files. However, in the unlikely event of digital file loss, corruption, or theft, the Service Provider's liability shall be limited to a retake of the session, if possible, or a refund of a portion of the fees proportional to the lost or affected files.

g) Usage

The Client acknowledges that certain uses of the Deliverables may be restricted by copyright law, moral rights, or agreements with third parties. The Client agrees to respect such limitations and will not use the Deliverables in any manner that violates such restrictions without obtaining necessary permissions.

h) Health and Safety

The Service Provider reserves the right to terminate or suspend Services if performing the Services poses a risk to the health and safety of the Service Provider, the Client, or any participants. In such cases, reasonable efforts will be made to reschedule or modify the Services to mitigate risks.

2.3 Additional Services

Any requests for services that fall outside of the scope outlined in the Proposal will be considered additional services ("Additional Services"). Such Additional Services will be subject to availability and billed at our standard hourly rate.

2.4 Changes to Scope

Should the Client request changes to the agreed scope of Services after the signing of this Agreement, such changes must be agreed upon in writing by both parties. This may include adjustments to the services provided, delivery timelines, or any other aspect of the Agreement. We reserve the right to adjust the Fees accordingly to accommodate the requested changes. Any such change request must occur at least 7 days prior to the Services being provided.

3. FEES AND PAYMENT TERMS

3.1 Booking Fee / Deposit

A non-refundable Booking Fee/ Deposit is required on signing the T&Cs to reserve a Start Date and Time in accordance with the Proposal and is designed to offset the administrative and operational costs associated with processing and reserving resources for the Service Provider services. If the Client wishes to delay the start date, the Client must provide the Service Provider with a minimum of 7 days’ notice, otherwise a Restart Fee may apply.

3.2 Fees

a) All Fees will be payable via electronic funds transfer to the Service Provider’s nominated bank account within 7 days of receiving a Tax Invoice/on the Payment Dates set out in the Proposal. The Client will receive a Tax Invoice from the Service Provider prior to payment being due in each instance.

b) All amounts payable or other consideration provided in respect of amounts payable in relation to this Agreement are exclusive of GST unless otherwise stated.

c) All GST must be paid at the time any payment to which it relates is payable (provided a tax invoice has been issued).

3.3 Expenses

a) In the provision of Services, there may arise out-of-pocket expenses that are necessary for the successful completion of the Services. The Client agrees to reimburse the Service Provider for such expenses. These may include, but are not limited to, travel expenses, special materials, and location fees.

b) To ensure transparency and mutual agreement, the Service Provider will provide an estimated list of potential additional expenses as part of the Proposal. Any expenses not listed in the Proposal or exceeding the estimated amounts will require prior written approval from the Client. The Service Provider agrees to submit detailed receipts and documentation for all such incurred expenses.

3.4 Increase to Hourly Rate

The Service Provider is entitled to vary their Hourly Rate during the Term on providing the Client with 14 days’ written notice, this will not affect any Fee already agreed and as set out in the Proposal, however it may impact any future Services and any out of scope work.

3.5 Additional Services Fees

If the Client engages the Service Provider to complete additional work (outside of the scope of the original Proposal) the Service Provider will issue the Client with an estimate of additional work fees, charged at the Service Provider hourly rate. Once agreed by the Client, the Service Provider will issue the Client with a tax invoice for the additional work, payable within seven (7) days. OPTIONAL: The Service Provider will not be able to commence the additional work until the tax invoice has been paid in full.

3.6 External Services and Costs

The Client is responsible for the booking and coordination of additional services required for the completion of the Services, including but not limited to locations, makeup artists, and hairstylists. The Service Provider can provide recommendations for trusted professionals within these fields upon request.

3.7 Costs and Expenses

All costs associated with additional services, including location fees, makeup artists, and hairstylists, shall be borne by the Client. The Service Provider shall communicate any known or estimated costs related to these services during the planning phase. However, the Client is advised to directly confirm all such costs with the respective service providers.

3.8 Recovery of Unpaid Fees

a) If the Client do not pay the Service Provider any portion of the Fees within the stipulated timeframe, the Service Provider reserves the right to cancel any upcoming sessions and suspend further Services until the outstanding payment is settled.

b) The Service Provider may charge the Client interest at the Interest Rate set out in the Proposal. If unpaid Fees are recovered through an external agency, the Client acknowledges that the Client will be responsible for the costs involved in the recovery.

4. NO CANCELLATION

Once this Agreement is executed and the Services have commenced, cancellation by either party is not permitted except as provided for in clause 13 (Termination) or in the case of a Force Majeure Event. Both the Service Provider and the Client are committed to fulfilling their obligations under this Agreement. The Client is responsible for providing all necessary materials and instructions in a timely manner, and the Service Provider will deliver the Services in accordance with the requirements set out in the Proposal. 

5. RESCHEDULING OR CANCELLATION BY CLIENT

5.1 Client Rescheduling

The Client may request to reschedule a sessions by providing written notice to the Service Provider at least 7 days prior to the scheduled sessions. Notice of rescheduling must be sent via email or text message to the contact information provided by the Service Provider in the Proposal. The Service Provider will use their best efforts to accommodate the Client's rescheduling request based on availability. 

5.2 Client Cancellation

a) For cancellations or postponements initiated by the Client, the following notice periods and associated fees apply, reflecting the preparation and opportunity costs incurred by the Service Provider:

i. More than 7 days notice prior to the scheduled Key Date: The Client may cancel or postpone the Services with minimal financial impact, subject to a minimal percentage handling fee of the total agreed fees to cover administrative and preparatory work already undertaken.

ii. Between 7 days and 1 day notice prior to the scheduled Key Date: The Client will be liable for a cancellation fee constituting [specified percentage] of the total agreed fees, recognising the partial allocation of resources and potential lost opportunities for the Service Provider.

iii. Less than 1 day notice prior to the scheduled Key Date: The Client will incur a cancellation fee amounting to [higher specified percentage] of the total agreed fees, due to the significant impact on the Service Provider's scheduling, resource allocation, and loss of potential business.

b) The Client acknowledges that these cancellation fees are a genuine pre-estimate of the losses the Service Provider would incur in the event of cancellation or postponement within the specified notice periods.

c) Should the Client wish to reschedule the Services rather than cancel, efforts will be made by the Service Provider to accommodate the new dates within the Service Provider's availability. However, rescheduling is subject to the discretion of the Service Provider and may incur additional fees to account for the re-allocation of resources and any other preparation required for the new dates.

d) Any request for cancellation or postponement must be communicated to the Service Provider in writing. The effective date of notice will be the date on which the Service Provider receives the written notification.

6. RESCHEDULING OR CANCELLATION BY SERVICE PROVIDER

6.1 Service Provider Rescheduling

The Service Provider may need to reschedule sessions due to unforeseen circumstances such as a scheduling conflict or emergencies. In such cases, the Service Provider commits to notify the Client as soon as possible. The Service Provider will make every effort to collaborate with the Client to identify a mutually agreeable alternative date and time for the sessions. Our priority is to ensure minimal disruption while maintaining the quality and integrity of our Services.   

6.2 Actions of Client

The Service Provider reserves the right to cancel sessions or suspend the provision of the Services if the Client’s actions or those of their representatives prevent or significantly hinder the Service Provider from safely and effectively providing the Services. Examples of such actions include, but are not limited to, non-compliance with safety instructions, disruptive behaviour, or failure to provide necessary information or materials as agreed. In instances where such actions by the Client lead to the cancellation or incomplete provision of Services, the Client will not be eligible for refunds or compensation for any unrendered Services.

7. REFUNDS

7.1 Booking/Deposit Fees

Subject to the payment terms set out in clause 3.1, the Client understands, agrees and accepts that Booking/Deposit Fees are non-refundable in all circumstances, except as required by law. The Booking/Deposit Fee is considered reasonable to cover administrative costs, pre-allocated time, and lost opportunity to accommodate other clients. The Client understands, agrees and accepts that if they nominate to terminate the Agreement at any time during the Term, the Booking/Deposit amount is understood to have been forfeited.  

7.2 Cooling off period

If the Client terminates the Agreement during the Cooling-Off period, the Service Provider will refund Fees paid in advance, minus an Administration Fee. 

7.3 Fees

a) Due to the nature of the Services and Deliverables, the Client cannot request a refund from the Service Provider where:

i. the Client has changed their mind;

ii. the Client’s personal or financial circumstances have changed;

iii. the reason for termination is outside of the Service Provider’s control; and/or

iv. the Client insists on Services being performed in a way that is against their advice.

b) Refunds will be offered in accordance with both Australian Consumer Law and applicable state Fair trade legislation. The Service Provider is permitted to exercise their discretion in any circumstances where a refund of any fees already paid by the Client may be appropriate.

7.4 Processing

a) Where it is determined that a refund is due, the Service provider will organise prompt payment via:

i. the original payment method;

ii. as otherwise agreed between the parties.

b) Where a third party processor is required for the transaction, the Client acknowledges and agrees that transaction/processing fees may be deducted from the refund amount.

8. CLIENT OBLIGATIONS

8.1 Property/Location Release

The Client shall be solely responsible for obtaining all required property and location releases. This ensures that the Service Provider is legally permitted to use and incorporate the specified properties and locations in the Deliverables for commercial purposes. The Client guarantees that these permissions are secured in advance of the shoot, facilitating the lawful execution of the Services.

8.2 Provision of Detailed Briefs

To ensure the Services align with the Client's commercial objectives, the Client shall provide comprehensive briefs, including specific guidelines, objectives, and any required brand standards, to guide the creation of the Deliverables.

8.3 Payment and Fees

Adherence to the payment schedule is essential for the continuation of services. The Client shall cover additional expenses arising from scope changes, extended usage rights, or additional deliverables not included in the initial Proposal.

8.4 Model Releases and Compliance

a) The Client is responsible for obtaining all necessary model releases, consents, and permissions for individuals appearing in any photography or videography captured as part of the Services. This includes ensuring that the subjects of the photography or videography understand how their images or likenesses will be used.

b) Upon request, the Service Provider can provide standard model release forms and assist in explaining the importance and scope of these documents to the participants. However, the final responsibility for securing signed releases lies with the Client.

c) The Client is advised to maintain a copy of all obtained releases, consents, and permissions for their records. The Service Provider may also request copies of these documents for their records to ensure compliance and protect all parties involved.

8.5 Requests for Schedule Changes

The Client must communicate changes to project timelines or schedules to the Service Provider at least 3 days in advance of the scheduled event or agreed upon milestones. Immediate notification is required for changes occurring within this period. Please note that adjustments to the timeline may affect project costs and the dates for deliverables. Failure to provide timely notice may result in additional charges or impact on the quality and delivery of the final Deliverables.

8.6 Secure Storage and Usage

Post-delivery, the Client assumes responsibility for securing and properly utilising the Deliverables in accordance with the agreed terms, including adherence to any usage rights or restrictions.

8.7 Commercial Use Licence Agreement

Client acknowledges, a separate licensing agreement outlining the terms of commercial use and any associated rights or restrictions for the Deliverables may be required.

9. SERVICE PROVIDER OBLIGATIONS

9.1 Professional Execution

Services will be executed with professionalism, adhering to the Client's brief while maintaining creative discretion as necessary to achieve the best commercial outcome.

9.2 Adjustments and Standards

Deliverables will be adjusted for optimal quality, subject to the Service Provider’s professional standards, ensuring they meet commercial requirements and Client expectations.

9.3 Timely Delivery

Commitment to delivering high-quality commercial Deliverables within agreed timelines, accommodating the Client's commercial needs.

10. MUTUAL OBLIGATIONS

10.1 Each party agrees that:

a) they will maintain valid and adequate insurance coverage during the term of this Agreement. The insurance coverage should be sufficient to protect against any claims that may occur during the provision of the Services;

b) they will comply with all Applicable Laws; and

c) the other party will not be liable for any failure to carry out any obligation under this Agreement to the extent it is caused by the failure of the other party to comply with its obligations under the Agreement.

11. DELIVERABLES

11.1 Performance of Service Provider

The Service Provider agrees to perform the Services and provide the Deliverables to the best of their ability and in accordance with the Key Dates.

11.2 Creative Discretion

The Client recognises and respects the Service Provider's creative discretion and direction throughout the production of the Deliverables. This includes decisions on composition, styling, and the overall aesthetic approach, ensuring the Deliverables are consistent with the Service Provider’s artistic standards and the Client’s objectives.

11.3 Content Inclusion

While striving to capture all content as outlined in the Client Information, the Service Provider notes that the nature of commercial photography may lead to variations in the final Deliverables. Therefore, the Service Provider cannot guarantee that all specific photo/video content will match the Client's envisioned specifications exactly.

11.4 Professional and Artistic Standards

The Service Provider reserves the right to include in the Deliverables only that content which meets or exceeds their professional and artistic standards. This ensures that the final Deliverables reflect the quality and integrity for which the Service Provider is known, and are of a standard suitable for commercial application.

11.5 Managing Unforeseen Circumstances

The Client and Service Provider acknowledges that commercial photography projects may encounter variabilities, including changes in project scope, unforeseen logistical challenges, and variations from the initial brief. Both parties commit to a collaborative approach in addressing these challenges, with the Service Provider offering professional guidance and alternatives, and the Client providing necessary flexibility to adjust project specifications or timelines as required. Such modifications may be subject to additional costs or changes to the delivery timeline, to be mutually agreed upon.

11.6 Storage and Accessibility of Deliverables

Upon delivery, the responsibility for the storage and backup of the Deliverables rests with the Client. The Service Provider will endeavour to maintain copies of the Deliverables for a limited period of 12 months, after which there is no assurance that the Deliverables can be reissued. Clients are therefore encouraged to secure and back up the Deliverables promptly upon receipt to safeguard against potential loss.

11.7 Print Release

Before receiving the final Deliverables, the Client will be provided with a Print Release. The Client must review, sign, and return the Print Release to confirm compliance with the terms governing the use of the Deliverables. On receipt of the signed Print Release, the Service Provider will grant access to the Deliverables.

11.8 Provision of Raw Files

The provision of raw files is subject to the Service Provider's discretion and may be offered under specific terms, including additional fees, outlined at the time of agreement. Should raw files be provided, the Client assumes responsibility for their storage, usage, and any modifications made post-delivery. The Service Provider is not obligated to store raw files beyond the delivery of the final Deliverables and cannot guarantee their availability upon later request.

12. DELAYS AND NONCOMPLETION OF SERVICES & DELIVERABLES

12.1 Liability for Non-Performance

The Service Provider shall not be held liable for any failure to perform the Services or to meet the Key Dates to the extent such failure results from the Client's non-compliance with their obligations under this Agreement. This includes delays in providing necessary Client Information, approvals, or access to locations required for service delivery.

12.2 Rescheduling Services Due to Delays

If the Service Provider is delayed or prevented from performing the Services or meeting the Key Dates, due to the Client's non-compliance or due to events beyond reasonable control (Force Majeure), the Service Provider reserves the right to reschedule the Key Dates. Force Majeure events include, but are not limited to, natural disasters, war, government regulations, disasters, strikes (excluding strikes by the Service Provider's personnel), civil disorder, or any other emergency making it inadvisable, illegal, or impossible to perform the Services.

12.3 Financial Implications of Rescheduling

Client acknowledges that rescheduling the Services may incur additional fees, which will be determined based on the extent of the delay, the new schedule, and any additional costs incurred by the Service Provider. These additional fees will be communicated to the Client for agreement prior to rescheduling is finalised.

12.4 Refunds and Cancellations

If, the Service Provider is unable to provide the Services due to a Force Majeure event and the Key Dates cannot be rescheduled, the failure to perform the Services shall not be considered a breach of the Agreement. Under such circumstances, and if the Service Provider is unable to perform the Services for any reason not attributable to the Client's non-compliance and rescheduling is not feasible, the Client is entitled to terminate the Agreement. In such cases, a refund of fees paid will be issued, less any deductions for Services already performed in accordance with the process set out in clause 7.

13. INTELLECTUAL PROPERTY

13.1 Limited License

Upon full payment of the Fees, the Service Provider grants to the Client a non-exclusive, non-transferable license to use the Intellectual Property (IP) contained within the Deliverables for the Agreed Purpose as outlined in the Proposal. This license allows the Client to use, reproduce, and display the Deliverables within a defined scope, including geographical region, duration, and specific media as agreed upon. This license does not permit the Client to modify, sell, sublicense, or otherwise distribute the Deliverables without the Service Provider’s prior written consent. All rights not expressly granted to the Client are reserved by the Service Provider. The specific terms of the license, including any restrictions or additional permissions, will be detailed in the Proposal. Where additional costs are associated with said assignment, the Client acknowledges that they will be responsible for covering these.

13.2 Additional Costs

a) The Client acknowledges that certain services, rights, or uses of the Deliverables may incur additional costs beyond the Fees outlined in the Proposal. These additional costs may include, but are not limited to:

i. Licensing of Third-Party Materials: Costs associated with the licensing of third-party materials (e.g., stock images, music, fonts) required for the completion of the Deliverables. The Client will be informed of and must approve any such costs in advance.

ii. Extended Usage Rights: Additional fees for extending the scope of the usage rights beyond the Agreed Purpose, including but not limited to broader geographical coverage, longer duration, or additional media platforms.

iii. Expedited Delivery: Should the Client request an expedited delivery schedule that requires additional resources or overtime work, additional charges may apply. The Service Provider will provide an estimate of these costs for approval before proceeding.

iv. Modification Requests: Requests by the Client for modifications or alterations to the Deliverables not included in the initial Proposal may result in additional charges. Such charges will be communicated and agreed upon before the commencement of the additional work.

v. Archive Retrieval: Requests for access to or delivery of Deliverables from the Service Provider's archives after the initial delivery period may incur a retrieval fee. The specifics of such fees will be provided upon request.

b) The Client agrees to bear these additional costs, which will be invoiced separately from the initial Fees. All such additional services or rights will be formally documented, specifying the nature of the additional service or right and the associated costs, ensuring transparency and mutual agreement.

13.3 Prohibition on Unauthorised Use

The Client agrees not to sublicence, publish, sell or otherwise provide the Deliverables to third parties without the Service Provider’s prior written consent.

13.4 Right of Reproduction

The Service Provider reserves the exclusive right to use the Deliverables for their portfolio, marketing, or promotional activities, including but not limited to, display on the Service Provider’s website, social media platforms, and in other media forms. When doing so, the Service Provider may reference the Client’s social media handles, and where relevant, business name, trademarks, and logos, as applicable, for the purpose of recognition or professional advancement. This clause is intended to facilitate mutual promotion and does not imply any transfer of copyright or ownership outside the scope of the agreed upon use.

13.5 Attribution

a) In any use or display of the Deliverables, the Client agrees to provide appropriate credit to the Service Provider for the creation and production of the Deliverables and will ensure that any third parties given access do the same. 'Appropriate credit' is defined as follows:

i. For Digital Use: Including the Service Provider's business name, a link to the Service Provider's website (URL), and the Service Provider's social media handle(s) adjacent to the displayed Deliverables whenever published online, including websites, social media platforms, and digital publications.

ii. For Print and Physical Media: Citing the Service Provider's business name and website URL in a legible font size, placed in proximity to the Deliverables whenever they are used in printed materials, such as brochures, posters, and physical advertisements.

iii. For Audiovisual Productions: Including verbal acknowledgment of the Service Provider's contribution in the credits of any video content and a written credit featuring the Service Provider's business name and website URL in the video description or accompanying material.

iv. Third Parties: The Client also agrees to ensure that any third parties given access to the Deliverables, for purposes of reproduction or display, adhere to the same standards of attribution as outlined above.

b) The Service Provider may provide the Client with specific guidelines on how the credit should appear, including logos or specific wording, to ensure consistency with the Service Provider's brand identity. The Client commits to following these guidelines as provided.

13.6 Ownership of Raw files

The Service Provider retains full ownership of all raw files and any other materials created in the process of finalising the Deliverables, regardless of whether they are included in the final Deliverables or not.

13.7 Third Party Materials

You acknowledge that all Third Party Materials are the exclusive property of their respective owners, and where such materials are required to perform the Services, you agree to pay the costs associated with their use in the Deliverables.

13.8 Moral Rights

Nothing in this Agreement is intended to affect any Moral Rights that the Service Provider may have in the Deliverables including the right to be credited for the creation of the Work and to object to derogatory treatment of it, in accordance with applicable laws.

13.9 Enforcement of Rights

a) In the event of unauthorised use, alteration, or distribution of the Deliverables by the Client that violates the terms of this Agreement, including but not limited to the copyright assignment and usage restrictions set out in this clause 12, the Service Provider reserves the right to take appropriate legal action to enforce these terms. This may include, but is not limited to, initiating copyright infringement proceedings, seeking injunctive relief to prevent further misuse, and claiming damages for any losses incurred due to such unauthorised actions.

b) The Client acknowledges that the Deliverables are provided contingent upon full compliance with these T&Cs, including the condition of full payment of all Fees. Failure to comply with these terms may result in the revocation of the license granted to the Client, requiring the cessation of all use of the Deliverables and the return or destruction of any copies made.

c) The Service Provider will pursue all available legal remedies to protect its intellectual property rights and to ensure the enforcement of this Agreement. The Client agrees to indemnify and hold the Service Provider harmless from any claims, damages, legal actions, or expenses arising from the Client's breach of this Agreement.

13.10 This clause survives termination or expiry of this Agreement.

14. TERMINATION

14.1 Termination by Service Provider

a) The Service Provider may terminate the Agreement with immediate effect if:

i. the Client does not pay the Fees by the Payment Dates or within the timeframe specified in the Proposal or applicable tax invoice;

ii. if the Client fails to provide the Client Information within the reasonable timeframe specified of the Service Provider’s request;

iii. the Client otherwise breaches any obligation under the Agreement;

iv. the Client or their guests or other individuals at the location of the shoot behave in a manner that prevents the Service Provider from safely or comfortably performing the Services;

v. the Service Provider considers that mutual trust or confidence no longer exists; or

vi. the Service Provider determines that they are no longer able to perform the Services for any reason.

14.2 If the Service Provider terminates the Agreement in accordance with clause 13.1a)vi, the Service Provider will, at their sole discretion:

a) complete all work for which the Client has paid the associated Fees; or

b) refund Fees paid for work not yet performed, or not able to be performed as a result of termination.

14.3 You cannot request a refund if:

a) the reason for termination is outside of our control;

b) you change your mind with regard to any part of the Services or Deliverables at any stage following concept approval and/or a deposit being paid for third party items;

c) you fail to clearly explain your needs to us; or

d) you insist on the Services being performed in a way that is against our advice.

14.4 Termination by Client (for breach)

a) The Client may terminate this Agreement by providing written notice to the Service Provider in the event of a material breach by the Service Provider such as a failure to deliver the Services as agreed in the Proposal and has not remedied the same within 7 days of the date of written notice.

b) Upon termination for the Service Provider's breach, the Service Provider shall promptly refund any Fees paid by the Client for Services not yet provided.

14.5 Termination by either party (breach or Force Majeure)

a) Either party may terminate the Agreement if the other party:

i. is unable to meet their obligations due to a Force Majeure event for a period exceeding 30 days;

ii. commits a material breach of the Agreement that is capable of remedy, and fails to remedy it within 7 days;

b) commits a material breach of the Agreement that is not capable of remedy; or

c) enters liquidation or administration, or becomes insolvent or bankrupt.

14.6 Post Termination Obligations

a) Outstanding Fees

The Client shall pay all outstanding Fees and expenses incurred up to and including the termination date within 7 days of receiving the final invoice.

b) Return of Property

i. the Service Provider will promptly return any property provided by the Client for the purpose of performing the Services; and

ii. where the Client has any property belonging to the Service Provider, they must promptly return such property to the Service Provider.

c) Maintain Confidentiality

i. each party must continue to maintain the confidentiality of any confidential information disclosed during the term of the Agreement and return or destroy (at the other party’s request) all Confidential Information of the other party; and

ii. the Service provider may be required to retain Client’s records for a period consistent with legal and ethical record keeping requirements as stipulated by applicable law and will hold such records in compliance with privacy legislation.

15. WARRANTIES AND INDEMNITIES

15.1 The parties agree that:

a) except as set out in this Agreement, the Services are provided on an “as is” basis without representation, warranty or condition of any kind (either express or implied);

b) all express or implied warranties, representations, statements, terms and conditions relating to the Agreement or its subject matter which are not contained in the Agreement, are excluded from the Agreement to the maximum extent permitted by law;

c) nothing in the Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied by or imposed by any law (including statute or regulation) which cannot be lawfully excluded, restricted or modified;

d) if any condition or warranty is implied into the Agreement and cannot be excluded and the Service Provider is able to limit the Client’s remedy for breach of such a condition or warranty, then the Service Provider’s liability is limited:

i. in the case of goods, to the replacing of the goods or of acquiring equivalent goods or payment of the cost of having the goods repaired; or

ii. in the case of services, to supplying the services again or the payment of the cost of having the services supplied again.

15.2 While the Service Provider may recommend or assist in coordinating additional services, the quality and execution of these services are outside the Service Provider's control. The Service Provider shall not be held liable for any issues arising from the performance of these external service providers. The Client acknowledges that any concerns related to these services should be addressed directly with the respective service providers.

15.3 The Client warrants that all releases, consents, and permissions have been obtained and are in effect for the intended use of the Deliverables. The Client agrees to indemnify and hold harmless the Service Provider from any and all claims, liabilities, damages, and expenses arising from the use of images or footage for which the necessary model releases, consents, or permissions have not been obtained.

15.4 To the extent that the Services provided under this Agreement involve the use of specific venues or locations, the Client agrees to indemnify and hold the Service Provider harmless from any claims, damages, or expenses arising out of venue restrictions or the Client's failure to communicate such restrictions in a timely and accurate manner. This indemnification covers any limitations or conditions imposed by the venue that affect the Service Provider's ability to perform the agreed-upon Services, contingent upon the Service Provider's reliance on the accuracy and completeness of the information provided by the Client regarding venue restrictions.

15.5 Each party agrees to indemnify and hold harmless the other party, their respective affiliates, officers, directors, agents, and employees from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to any breach of this Agreement, negligent acts or omissions, wilful misconduct, by either party or their respective affiliates, officers, directors, agents, or employees.

15.6 The parties agree that:

a) neither party will be responsible, liable or held in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is directly caused by the other party failing to comply with its obligations under the Agreement or negligence or misconduct of the other party or its employees, agents, guests, personnel or contractors;

b) each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done by the other party under or in connection with the Agreement; and

c) in no event will either party be liable to the other party for any Consequential Loss.

15.7 The Service Provider will not be liable for any loss or damage suffered by a third party in connection with the Agreement.

15.8 This clause survives termination or expiry of this Agreement.

16. LIMITATION OF LIABILITY

16.1 The liability of each party to the other party (including under indemnity) is mutually capped to the amount of the total booking fee and liability will be reduced proportionally to the extent that the other party's acts or omissions contribute to or cause the liability.

16.2 This clause 16 survives termination or expiry of this Agreement.

17. CONFIDENTIALITY AND PRIVACY

17.1 Each party agrees that, unless it has the prior written consent of the other party, it will:

a) keep the Confidential Information of the other party confidential at all times;

b) ensure that any person to whom Confidential Information is disclosed is aware of and complies with this clause; and

c) where there is prior consent, inform the other party of any proposed disclosure, including the form of disclosure, within a reasonable timeframe.

17.2 These obligations of confidentiality do not apply to any disclosure that:

a) is for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;

b) is required by Applicable Law; or

c) relates to Confidential Information that is publicly available through no fault of the receiving party, or was rightfully received from a third party without restriction and without the breach of any obligation of confidence.

17.3 Any Confidential Information supplied to us that incorporates personal information will be dealt with in accordance with our Privacy Policy, which is available on our website.

18. MISCELLANEOUS

18.1 Relationship of Parties

We are independent contractors, and the relationship between you and us does not constitute that of a partnership, joint venture or employer and employee.

18.2 Exclusivity

We will be the exclusive provider of the Services over the course of the Agreement, however we may offer similar services to others, solicit other clients and advertise our services at our discretion.

18.3 Non-Disparagement

a) Without limiting either party’s rights, each party agrees not to disparage the other or provide negative feedback in a public forum (such as social media or an online review platform) at any time during or following the Term. Where one party is dissatisfied, the issue must be dealt with in accordance with the provision of this Agreement relating to disputes.

b) In the event that either party breaches this provision by engaging in disparagement or posting negative feedback in a public forum, the non-breaching party has two options:

i. The non-breaching party may initiate the dispute resolution process as outlined in clause 17.6 (Disputes) of this Agreement to resolve the matter amicably.

ii. The non-breaching party may pursue legal action to seek remedies, including injunctive relief and damages, as allowed by applicable laws.

c) The choice between these options will be at the sole discretion of the non-breaching party.

18.4 Subcontractors

We may use subcontractors to perform some or all of the Services. Notwithstanding the use of subcontractors, we remain fully responsible for the conduct of the subcontractors and for ensuring that the services provided meet the standards and obligations set forth in our agreement with you. All subcontracted work is subject to the same terms and conditions agreed upon in this Agreement.

18.5 Disputes

a) In the event of any dispute arising under or in connection with this Agreement during the Term, the parties shall first seek to resolve the matter amicably through direct negotiation. Both parties agree to engage in good faith efforts to settle any dispute promptly. If the dispute cannot be resolved within thirty (30) days following the date of a written notice of dispute, either party may propose to enter into alternative dispute resolution (ADR).

b) ADR may include mediation or arbitration conducted by a neutral and recognised entity, pursuant to its rules and procedures. The parties shall mutually agree upon the choice of ADR method and the governing rules. Any decision or award resulting from such ADR shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

c) Each party shall bear its own costs in connection with the ADR process, and the parties shall equally share the fees and expenses of the mediator or arbitrator unless otherwise agreed by the parties or as directed by the arbitrator or mediator according to applicable rules.

d) Except where urgent interim relief is sought from a court, neither party may initiate formal legal proceedings until the ADR process has been concluded.

18.6 Notices

Where a party gives notice, it must be done in writing to the email address specified in the Proposal, or by post to the residential or business address specified in the Proposal. For email, the notice will be considered delivered on the date it was sent, unless a delivery failure notice was received. For registered or express post, the notice will be considered delivered within 5 Business Days of being sent.

18.7 Entire Agreement

This Agreement constitutes our entire agreement with you about the subject matter. It supersedes all previous agreements, understandings and negotiations, whether written or verbal.

18.8 Governing Law

The formation, construction, performance and enforcement of the Agreement will be in accordance with the laws in force in the state where we reside. You and we submit to the exclusive jurisdiction of the courts of that state.

18.9 Execution and Counterparts

The Agreement will become binding when any one or more counterparts of a Proposal, individually or taken together, are signed by the parties. The Agreement may be executed by way of electronic signature, including by clicking “I consent” or similar. If the Agreement is executed in this way, it will be considered an original that has been properly executed.

18.10 Amendment or Variation

The Service Provider reserve the right to amend or vary the Agreement and the Service Provider will notify the Client of the changes. The Client can choose to terminate if they do not accept the amendments and/or variations. If the Client continues to engage the services, the Client is deemed to have accepted the amendments and/or variations to these Terms.

18.11 Validity

If any provision of the Agreement is held invalid or unenforceable, it will either be severed from the Agreement or replaced by a valid or enforceable provision. If applicable, any new provision will take effect immediately. All other provisions will remain in effect throughout.

18.12 Assignment

You are not permitted to assign the Agreement or otherwise deal with any benefits or rights under it without our prior written consent. Conversely, we may do so without your consent.

18.13 Interpretation

All headings are for ease of reference and do not affect the interpretation of the Agreement. Words in the singular include the plural and vice versa, and references to “including” and similar words do not imply any limit.

DEFINITIONS

In the Agreement, the following terms have the stated meaning unless a contrary intention appears.

Agreed Purpose - means the purpose set out in the Proposal for which we are performing the Services and you are entitled to use the Deliverables.

Agreement - means these Terms and Conditions, the Proposal and any Subsequent Proposal.

Applicable Law - means any applicable statute, regulation, by-law, ordinance, policy or subordinate legislation in force from time to time in Australia, whether made by a State, Territory, the Commonwealth or local government that may apply to the Services or either party’s obligations under the Agreement.

Business Day- means a day other than a Saturday, Sunday or public holiday in the city of our address in the Proposal.

Business Hours - means 9am to 5pm on any Business Day.

Cancellation Fee - means the fee that may apply for cancellation of the Services as set out in the Proposal.

Client Content - means all information and materials provided by you to us for use in the performance of the Services and/or incorporation into the Deliverables as specified in the Proposal.

Commencement Date - means the date that the Agreement comes into effect as stipulated in the Proposal.

Confidential Information - means information of a confidential nature, including information about a party’s business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, and the terms of the Agreement, but does not include any information in the public domain (other than through a breach of confidence).

Consequential Loss - means any liability in relation to incidental, indirect, consequential, punitive or special damages (including but not limited to damages to business reputation, lost business, or lost profits) arising out of or in connection with the Agreement.

Deliverables - means all content developed by or for us and incorporated into and delivered as part of the Services including any presentation, written documentation, toolkits, guidelines, visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typography treatments and text, modifications to Client Information and Our selection, arrangement and coordination of such elements together with Client Information or Third Party Materials.

Deposit - means the first payment made, being a non-refundable portion of the Fees as set out in the Proposal, that secures provision of the Services in accordance with the Key Dates.

Employees - means, in respect of a party, any of its employees, consultants, suppliers, subcontractors, agents or advisors

Event/Shoot Date - means the date of the event on which the Services are to take place.

Fees - means the amounts payable by you to us as set out in the Proposal.

Force Majeure - means illness, injury, emergency, pandemic, epidemic, war, act of God, sudden event or other circumstance beyond our control.

GST - means goods and services tax chargeable under A New Tax System (Goods & Services Tax) Act 1999 Cth.

Interest Rate - means the annual interest rate that applies to unpaid Fees as set out in the Proposal.

Intellectual Property Rights - means all current and future registered and unregistered rights in respect of patents, copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, inventions (including patents), domain names, discoveries, data, databases, business strategies, digital products, templates, and all other rights resulting from intellectual activity, whether created before or after the Commencement Date and whether in Australia or otherwise, that is connected with the products or services of the Service Provider or is invented, created, produced and/or conceived by the Service Provider (independently or jointly with a third party) in the course of their engagement under the Agreement.

Key Dates - means the dates on or by which the Services and/or Deliverables will be performed and/or delivered respectively as set out in the Proposal.

Moral Rights - means the moral rights granted under the Copyright Act 1968 (Cth) including the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship and any similar rights existing under foreign laws.

Our Assigned IP - means the Intellectual Property Rights assigned to you by us in respect of the items listed in the Proposal, to be used in accordance with the Agreed Purpose.

Our Retained IP - means the Intellectual Property Rights that we retain ownership in, whether in existence prior to the Commencement Date or created by virtue of the Agreement, as set out in the Proposal.

Payment Dates - means the dates by which payment of the Fees is due as set out in the Proposal.

Print Release - means the document provided by the Service Provider to the Client, granting specific rights to print the Deliverables produced during the engagement of the Service Provider’s Services for commercial use.

Proposal - means the Proposal attached to the Agreement and any subsequent Proposal.

Services - means the scope of the services set out in the Proposal.

T&Cs - means these General Terms and Conditions.

Tax Invoice - has the meaning as set out in A New Tax System (Goods & Services Tax) Act 1999 (Cth).

Term - means the term of the Agreement starting on the Commencement Date and ending when the Services have been performed and the Deliverables have been provided, or when the Agreement is otherwise terminated.

Third Party Materials - means any materials, such as documents, designs, and information, belonging to a Third Party.

You/Client - means you (the Client) as outlined in the Proposal.

We/Us/Our/ Service Provider - means us (the Service Provider) as outlined in the Proposal.

PROPOSAL

We/Us/ Service Provider

Name: Anita Andrea

ABN: 68731289449

Email: hello@anitaandrea.com

Key Dates

The Commencement Date will be upon booking confirmation

The Event/ shoot Date will be as agreed by the client and service provider.

Draft Deliverables (proof sheet) will generally be provided 3 days post shoot.

The Final Deliverables will be provided within 3 weeks of shoot date.

Deposit, Fees and Payment Dates

The package fees will be invoiced as follows;

50% booking fee invoiced at time of booking

50% final fee invoiced prior to image editing and release

Additional Fees may apply. These will be discussed prior for specific purposes and invoiced separately.

Services and Deliverables (general)

Scope of Services

Pre-Production Planning: Client consultations to establish project goals, develop creative direction, and finalise shoot logistics.

Photography: Execution of professional on-location shooting, utilising appropriate equipment and techniques to meet project requirements.

Post-Production Editing: Editing of images, including colour correction, cropping, enhancements, and final formatting to ensure high-quality deliverables.

Deliverables

Digital Images: High-resolution images, prepared in formats suitable for the intended use as specified by the Client.

Edited Collections: Collections of edited images, ready for integration by the Client for the Agreed Purpose.