1.1 “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
1.2 “The Talent Office” means Scarcia Holdings Pty Ltd ATF The Anthony Scarcia Family Trust T/A The Talent Office, its successors and assigns or any person acting on behalf of and with the authority of Scarcia Holdings Pty Ltd ATF The Anthony Scarcia Family Trust T/A The Talent Office.
1.3 “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting The Talent Office to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and: (a) if there is more than one Client, is a reference to each Client jointly and severally; and (b) if the Client is a partnership, it shall bind each partner jointly and severally; and (c) if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and (d) includes the Client’s executors, administrators, successors and permitted assigns.
1.4 “Incidental Items” means any goods, documents, designs, drawings or materials supplied, consumed, created or deposited incidentally by The Talent Office in the course of it conducting, or supplying to the Client, any Services.
1.5 “Services” mean all Services supplied by The Talent Office to the Client at the Client’s request from time to time.
1.6 “Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.
1.7 “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when ordering from the website, then the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to ordering Services via the website.
1.8 “Price” means the price payable (plus any GST where applicable) for the Services as agreed between The Talent Office and the Client in accordance with clause 5 of this Contract.
1.9 “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for, or accepts Services provided by The Talent Office.
2.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
2.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
2.4 The Client acknowledges that the supply of Services on credit shall not take effect until the Client has completed a credit application with The Talent Office and it has been approved with a credit limit established for the account.
2.5 In the event that the supply of Services request exceeds the Clients credit limit and/or the account exceeds the payment terms, The Talent Office reserves the right to refuse delivery.
2.6 These terms and conditions may be meant to be read in conjunction with The Talent’s Office Labour Hire and/or Booking Form, and: (a) where the context so permits, the terms ‘Services’ shall include any supply of entertainers as defined therein; and (b) if there are any inconsistencies between the two documents then the terms and conditions contained therein shall prevail.
2.7 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 14 of the Electronic Transactions (Queensland) Act 2001 or any other applicable provisions of that Act or any Regulations referred to in that Act.
3. Errors and Omissions
3.1 The Client acknowledges and accepts that The Talent Office shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s): (a) resulting from an inadvertent mistake made by The Talent Office in the formation and/or administration of this Contract; and/or (b) contained in/omitted from any literature (hard copy and/or electronic) supplied by The Talent Office in respect of the Services.
3.2 In the event such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful misconduct of The Talent Office; the Client shall not be entitled to treat this Contract as repudiated nor render it invalid.
4. Change in Control
4.1 The Client shall give The Talent Office not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, change of trustees, or business practice). The Client shall be liable for any loss incurred by The Talent Office as a result of the Client’s failure to comply with this clause.
5. Price and Payment
5.1 At The Talent Office’s sole discretion the Price shall be either: (a) as indicated on any invoice provided by The Talent Office to the Client; or (b) The Talent Office’s quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
5.2 The Talent Office reserves the right to change the Price if a variation to The Talent Office’s quotation is requested. Any variation from the plan of scheduled Services (including, but not limited to, any variation as a result of additional entertainers being required due to unforeseen circumstances, safety considerations, or as a result of any increase to The Talent Office in the cost of materials and labour) will be charged for on the basis of The Talent Office’s quotation, and will be detailed in writing, and shown as variations on The Talent Office’s invoice. The Client shall be required to respond to any variation submitted by The Talent Office within ten (10) working days. Failure to do so will entitle The Talent Office to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
5.3 At The Talent Office’s sole discretion a non-refundable deposit may be required.
5.4 Time for payment for the Services being of the essence, the Price will be payable by the Client on the date/s determined by The Talent Office, which may be: (a) on or before delivery of the Services; (b) by way of instalments/progress payments in accordance with The Talent Office’s payment schedule; (c) the date specified on any invoice or other form as being the date for payment; or (d) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by The Talent Office.
5.5 Payment may be made by cheque, bank cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction), or by any other method as agreed to between the Client and The Talent Office.
5.6 The Talent Office may in its discretion allocate any payment received from the Client towards any invoice that The Talent Office determines and may do so at the time of receipt or at any time afterwards. On any default by the Client The Talent Office may re-allocate any payments previously received and allocated. In the absence of any payment allocation by The Talent Office, payment will be deemed to be allocated in such manner as preserves the maximum value of The Talent Office’s Purchase Money Security Interest (as defined in the PPSA) in the Services.
5.7 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by The Talent Office nor to withhold payment of any invoice because part of that invoice is in dispute.
5.8 Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to The Talent Office an amount equal to any GST The Talent Office must pay for any supply by The Talent Office under this or any other agreement for providing The Talent Office’s Services. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
5.9 The Talent Office and the Client agree that where it is intended that the ownership of Incidental Items is to pass to the Client that such ownership shall not pass until: (a) the Client has paid The Talent Office all amounts owing for the Services; and (b) the Client has met all other obligations due by the Client to The Talent Office in respect of all contracts between The Talent Office and the Client.
5.10 Receipt by The Talent Office of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then The Talent Office’s ownership or rights in respect of the Incidental Items shall continue.
6. Delivery of Services
6.1 At The Talent Office’s sole discretion delivery of the Services shall take place when the Services are supplied to the Client at the Client’s nominated address.
6.2 Delivery of the Services to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this Contract.
6.3 The Talent Office may deliver the Services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.
6.4 Any time specified by The Talent Office for delivery of the Services is an estimate only and The Talent Office will not be liable for any loss or damage incurred by the Client as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Services to be supplied at the time and place as was arranged between both parties. In the event that The Talent Office is unable to supply the Services as agreed solely due to any action or inaction of the Client then The Talent Office shall be entitled to charge a reasonable fee for re-supplying the Services at a later time and date.
7.1 Irrespective of whether The Talent Office retains ownership of any incidental items all risk for such items shall pass to the Client as soon as such items are delivered to the Client and shall remain with the Client.
7.2 It shall be the Client’s responsibility to provide adequate security for any entertainers as may be required at the venue of the event or project.
7.3 In the instance that The Talent Office is planning and/or organising the event on the Client’s behalf, the Client shall provide The Talent Office with all relevant information and as such, The Talent Office shall be entitled to rely on such information. Furthermore, The Talent Office accepts no responsibility for any loss, damages, or costs however resulting from such inaccurate information.
7.4 The Client acknowledges and accepts that the supply of specific entertainers for bookings may be subject to availability and if, for any reason, these entertainers are unavailable, The Talent Office reserves the right to provide other suitably qualified entertainers. In all such cases The Talent Office will notify the Client in advance of any such substitution, and also reserves the right to place the Client’s request on hold until such time as The Talent Office and the Client agree to such changes.
7.5 Any advice, recommendation, information, assistance or service provided by The Talent Office in relation to the Services to be supplied is given in good faith, is based on The Talent Office’s own knowledge and experience and shall be accepted without liability on the part of The Talent Office.
7.6 The Client acknowledges and agrees that any expected or estimated outcomes concerning increased sales or market share or penetration achieved by the Client derived from marketing activities involving The Talent Office’s services are speculative and in no way constitute a guarantee.
8.1 Each party agrees to treat all information and ideas communicated to it by the other confidentially and agree not to divulge it to any third party, without the other party’s written consent. The parties will not copy any such information supplied, and will either return it or destroy it (together with any copies thereof) on request of the other party.
9. Publicity Releases and Social Media Posts
9.1 All media releases and public announcements (excluding social media posts) by either party relating to these terms and conditions, or the Services shall be co-ordinated with the other party and approved jointly by that party prior to release.
9.2 Unless otherwise expressly stated by the Client in writing, The Talent Office shall be entitled to make social media posts without the prior consent of the Client.
10.1 The Client and The Talent Office shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities during the provision of the Services.
10.2 The Client shall obtain (at the expense of the Client) all licenses and/or approvals pertaining to the event or projects for the provision of the Services.
11.1 The Talent Office shall have public liability insurance of at least two million dollars ($2m) that covers The Talent Office and its ambassadors whilst at events or on projects. It is the Client’s responsibility to ensure that they are similarly insured.
11.2 The entertainer/s and any person/s working with the entertainer/s supplied to the Client by The Talent Office warrant that they are independent contractors and will be solely responsible for their own expenses attributable to this performance and potential future performances, including but not limited to equipment, equipment insurance, equipment repairs and maintenance, vehicles and vehicle expenses, fuel, promotional material, income taxes, PAYG or other taxes and/or fees, superannuation, unemployment insurances, social security taxes, workers’ compensation insurance, public liability insurance, business registration and any other expenses associated with independent contractor status, unless otherwise stated herein.
11.3. The entertainer/s and any person/s working with the entertainer/s warrant that they hold current Australian Public Liability cover of no less than AUD$20 million and will produce supporting documents of same on request of either the Client and/or The Talent Office.
11.4. The Performer will indemnify and keep the Client and The Talent Office harmless against any damages arising from any act, claim or legal action pertaining to this performance.
12. Personal Property Securities Act 2009 (“PPSA”)
12.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
12.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in: (a) all Incidental Items previously supplied by The Talent Office to the Client; (b) all Incidental Items will be supplied in the future by The Talent Office to the Client; and (c) all the Client’s present and after acquired property being a charge, including anything in respect of which the Client has at any time a sufficient right, interest or power to grant a security interest in for the purposes of securing repayment of all monetary obligations of the Client to The Talent Office for Services – that have previously been provided and that will be provided in the future by The Talent Office to the Client.
12.3 The Client undertakes to: (a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which The Talent Office may reasonably require to; (i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register; (ii) register any other document required to be registered by the PPSA; or (iii) correct a defect in a statement referred to in clause 12.3(a)(i) or 12.3(a)(ii); (b) indemnify, and upon demand reimburse, The Talent Office for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Incidental Items charged thereby; (c) not register a financing change statement in respect of a security interest without the prior written consent of The Talent Office; (d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Incidental Items in favour of a third party without the prior written consent of The Talent Office.
12.4 The Talent Office and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
12.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
12.6 The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
12.7 Unless otherwise agreed to in writing by The Talent Office, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
12.8 The Client must unconditionally ratify any actions taken by The Talent Office under clauses 12.3 to 12.5.
12.9 Subject to any express provisions to the contrary (including those contained in this clause 12), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
13. Security and Charge
13.1 In consideration of The Talent Office agreeing to supply Services, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
13.2 The Client indemnifies The Talent Office from and against all The Talent Office’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising The Talent Office’s rights under this clause.
13.3 The Client irrevocably appoints The Talent Office and each director of The Talent Office as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 13 including, but not limited to, signing any document on the Client’s behalf.
14. Defects, Warranties and the Competition and Consumer Act 2010 (CCA)
14.1 The Client must inspect The Talent Office’s Services on completion of the Services and must within seven (7) days notify The Talent Office in writing of any evident defect in the Services or Incidental Items provided (including The Talent Office’s workmanship) or of any other failure by The Talent Office to comply with the description of, or quote for, the Services which The Talent Office was to supply. The Client must notify any other alleged defect in The Talent Office’s Services or Incidental Items as soon as is reasonably possible after any such defect becomes evident. Upon such notification the Client must allow The Talent Office to review the Services or Incidental Items that were provided.
14.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non- Excluded Guarantees).
14.3 The Talent Office acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
14.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, The Talent Office makes no warranties or other representations under these terms and conditions including, but not limited to, the quality or suitability of the Services. The Talent Office’s liability in respect of these warranties is limited to the fullest extent permitted by law.
14.5 If the Client is a consumer within the meaning of the CCA, The Talent Office’s liability is limited to the extent permitted by section 64A of Schedule 2.
14.6 If The Talent Office is required to rectify, re-supply, or pay the cost of re-supplying the Services under this clause or the CCA, but is unable to do so, then The Talent Office may refund any money the Client has paid for the Services but only to the extent that such refund shall take into account the value of Services and Incidental Items which have been provided to the Client which were not defective.
14.7 If the Client is not a consumer within the meaning of the CCA, The Talent Office’s liability for any defective Services or Incidental Items is: (a) limited to the value of any express warranty or warranty card provided to the Client by The Talent Office at The Talent Office’s sole discretion; (b) otherwise negated absolutely.
14.8 Notwithstanding clauses 14.1 to 14.7 but subject to the CCA, The Talent Office shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of: (a) the Client failing to properly maintain or store any Incidental Items; (b) the Client using the Incidental Items for any purpose other than that for which they were designed; (c) the Client continuing to use any Incidental Items after any defect became apparent or should have become apparent to a reasonably prudent operator or user; (d) interference with the Services by the Client or any third party without The Talent Office’s prior approval; (e) the Client failing to follow any instructions or guidelines provided by The Talent Office; (f) fair wear and tear, any accident, or act of God.
15. Intellectual Property
15.1 Where The Talent Office has designed, drawn or developed Incidental Items for the Client, then the copyright in any Incidental Items shall remain the property of The Talent Office. Under no circumstances may such designs, drawings and documents be used without the express written approval of The Talent Office.
15.2 The Client warrants that all designs, specifications or instructions given to The Talent Office will not cause The Talent Office to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify The Talent Office against any action taken by a third party against The Talent Office in respect of any such infringement.
15.3 The Client agrees that The Talent Office may (at no cost) use for the purposes of marketing or entry into any competition, any Incidental Items which The Talent Office has created for the Client.
16. Default and Consequences of Default
16.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at The Talent Office’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
16.2 If the Client owes The Talent Office any money the Client shall indemnify The Talent Office from and against all costs and disbursements incurred by The Talent Office in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, The Talent Office’s contract default fee, and bank dishonour fees).
16.3 Further to any other rights or remedies The Talent Office may have under this Contract, if a Client has made payment to The Talent Office, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by The Talent Office under this clause 16 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract.
16.4 Without prejudice to The Talent Office’s other remedies at law The Talent Office shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to The Talent Office shall, whether or not due for payment, become immediately payable if: (a) any money payable to The Talent Office becomes overdue, or in The Talent Office’s opinion the Client will be unable to make a payment when it falls due; (b) the Client has exceeded any applicable credit limit provided by The Talent Office; (c) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or (d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
17.1 Without prejudice to any other remedies The Talent Office may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions The Talent Office may suspend or terminate the supply of Services to the Client. The Talent Office will not be liable to the Client for any loss or damage the Client suffers because The Talent Office has exercised its rights under this clause.
17.2 The Talent Office may cancel any Contract to which these terms and conditions apply or cancel delivery of Services at any time before the Services are commenced by giving written notice to the Client. On giving such notice The Talent Office shall repay to the Client any money paid by the Client for the Services which shall be subject to the cancellation notice and fee as stated below. The Talent Office shall not be liable for any loss or damage whatsoever arising from such cancellation. The following cancellation fee shall be applied unless otherwise agreed by The Talent Office: (a) less than 30 clear days’ notice, the cancellation fee shall be the full booking fee.
17.3 In the event that the Client cancels delivery of the Services the Client shall be liable for any and all loss incurred (whether direct or indirect) by The Talent Office as a direct result of the cancellation (including, but not limited to, any loss of profits).
18.1 All emails, documents, images or other recorded information held or used by The Talent Office is Personal Information, as defined and referred to in clause 18.3, and therefore considered Confidential Information. The Talent Office acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1988 (“the Act”) including the Part IIIC of the Act being Privacy Amendment (Notifiable Data Breaches) Act 2017 (NDB) and any statutory requirements, where relevant in a European Economic Area (“EEA”), under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). The Talent Office acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Clients Personal Information, held by The Talent Office that may result in serious harm to the Client, The Talent Office will notify the Client in accordance with the Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.
18.2 Notwithstanding clause 18.1, privacy limitations will extend to The Talent Office in respect of Cookies where transactions for purchases/orders transpire directly from The Talent Office’s website. The Talent Office agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s: (a) IP address, browser, email client type and other similar details; (b) tracking website usage and traffic; and (c) reports are available to The Talent Office when The Talent Office sends an email to the Client, so The Talent Office may collect and review that information (“collectively Personal Information”) In order to enable / disable the collection of Personal Information by way of Cookies, the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable, provided on the website prior to proceeding with a purchase/order via The Talent Office’s website.
18.3 The Client agrees for The Talent Office to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) about the Client in relation to credit provided by The Talent Office.
18.4 The Client agrees that The Talent Office may exchange information about the Client with those credit providers and with related body corporates for the following purposes: (a) to assess an application by the Client; and/or (b) to notify other credit providers of a default by the Client; and/or (c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or (d) to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two (2) years.
18.5 The Client consents to The Talent Office being given a consumer credit report to collect overdue payment on commercial credit.
18.6 The Client agrees that personal credit information provided may be used and retained by The Talent Office for the following purposes (and for other agreed purposes or required by): a) the provision of Services; and/or (b) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Services; and/or (c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or (d) enabling the collection of amounts outstanding in relation to the Services.
18.7 The Talent Office may give information about the Client to a CRB for the following purposes: a) to obtain a consumer credit report; (b) allow the CRB to create or maintain a credit information file about the Client including credit history.
18.8 The information given to the CRB may include: (a) Personal Information as outlined in 18.3 above; (b) name of the credit provider and that The Talent Office is a current credit provider to the Client; (c) whether the credit provider is a licensee; (d) type of consumer credit; (e) details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested); (f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and The Talent Office has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments); (g) information that, in the opinion of The Talent Office, the Client has committed a serious credit infringement; (h) advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
18.9 The Client shall have the right to request (by e-mail) from The Talent Office:
(a) a copy of the Personal Information about the Client retained by The Talent Office and the right to request that The Talent Office correct any incorrect Personal Information; and (b) that The Talent Office does not disclose any Personal Information about the Client for the purpose of direct marketing.
18.10 The Talent Office will destroy Personal Information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
18.11 The Client can make a privacy complaint by contacting The Talent Office via e-mail. The Talent Office will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.
19.1 The Client: (a) agrees that it will not in any capacity, directly or indirectly approach, canvass, solicit or deal with any employee, entertainer, independent-contractor or other authorised party of The Talent Office that is engaged for the performance of the Services and of whom the Client has been introduced by The Talent Office within the prior twelve (12) month period; (b) acknowledges that this clause 19.1 is reasonable in terms of its extent and duration and goes no further than is reasonably necessary to protect the interests of The Talent Office; and (c) agrees that this clause does not unreasonably restrict the Client’s right to carry on its business.
20. Service of Notices
20.1 Any written notice given under this Contract shall be deemed to have been given and received: (a) by handing the notice to the other party, in person; (b) by leaving it at the address of the other party as stated in this Contract; (c) by sending it by registered post to the address of the other party as stated in this Contract; (d) if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission; (e) if sent by email to the other party’s last known email address.
20.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
21.1 If the Client at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not The Talent Office may have notice of the Trust, the Client covenants with The Talent Office as follows: (a) the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund; (b) the Client has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust or the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity; (c) the Client will not without consent in writing of The Talent Office (The Talent Office will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
(i) the removal, replacement or retirement of the Client as trustee of the Trust; (ii) any alteration to or variation of the terms of the Trust; (iii) any advancement or distribution of capital of the Trust; or (iv) any resettlement of the trust property.
22.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
22.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Queensland, the state in which The Talent Office has its principal place of business, and are subject to the jurisdiction of the Brisbane Courts in Queensland.
22.3 Subject to clause 14, The Talent Office shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by The Talent Office of these terms and conditions (alternatively The Talent Office’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Services).
22.4 The Talent Office may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent.
22.5 The Client cannot licence or assign without the written approval of The Talent Office.
22.6 The Talent Office may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of The Talent Office’s sub-contractors without the authority of The Talent Office.
22.7 The Client agrees that The Talent Office may amend their general terms and conditions for subsequent future contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for The Talent Office to provide Services to the Client.
22.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
22.9 Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.