Booking Terms
The terms and conditions contained in these Booking Terms (Terms) set out the framework for how we perform and you receive our voice over agency services (Services). Together, these Terms and our Pricing Documents form the agreement between the parties (Agreement).
1. Agreement
You acknowledge that:
a you will be deemed to have received a copy of these Terms, where you have been provided with a link to them, either within, or accompanying, our Pricing Documents; and
b you will be bound by the Agreement, when you accept our offer to perform Services under clause 3.2 or 3.3 .
2. Interpreting the Agreement
The definitions that apply to the Agreement and the rules for interpreting it are contained in clause 22.1 .
3. Pricing Documents
3.1 General
a Our Pricing Documents set out our Recording Fees, Usage Fees and Admin Fees (collectively Fees).
b The Fees in our Pricing Documents and any offer of Services we provide in a Quote are valid for 30 days from issuance, unless we otherwise specify in writing.
c If we become aware of any errors or omissions in our Pricing Documents, we will notify you as soon as we can. We reserve the right to correct any obvious errors or omissions by providing notice to you.
d We may update or revise our Pricing Documents, provided an Agreement has not been formed. We’ll notify you of any changes in writing, and they’ll apply to Services you request after we’ve informed you of the changes.
3.2 Quotes
a We’ll provide you with a Quote for:
i any Services you request, if you don’t have Credit Approval; or
ii a specific project when:
A you request a Quote, regardless of whether you have a Rate Card; or
B we reasonably determine that a Quote is required, due to project uniqueness or complexity.
b. Your acceptance of a valid Quote is an acceptance of our offer to perform Services as specified in the Quote.
3.3 Rate Cards
a If you have been issued with a valid Rate Card:
i but don’t have Credit Approval, you must request a Quote before proceeding with a request for Services; or
ii you may request our Services, by providing us with a Purchase Order calculated with reference to the Rate Card where you have Credit Approval.
b Your issuing of a Purchase Order to us is an acceptance of our offer to perform Services.
c We will provide you with confirmation of the Services and Fees upon our receipt of a Purchase Order.
4. Variations
4.1 Variation requests
a You may request a Service Variation by providing at least 24 hours’ notice to us before the scheduled Booking.
b You may request a Usage Variation, by providing us with notice at any time in writing.
c We are not obligated to entertain any requests for Variations, other than a request made under clause 5.3a .
4.2 Service Variation
a If you request a Service Variation, we will temporarily suspend performance of the Services, and as soon as practicable, provide you with notice:
i refusing the request; or
ii outlining the implications the Service Variation will have on the Services, Booking Fees and anticipated Expenses (Service Variation Offer).
b Upon your receipt of a Service Variation Offer, you must provide us with notice detailing whether you:
i accept the Service Variation Offer, in which case the Services, Booking Fees and Expenses under the Agreement will be amended to those specified in the Service Variation Offer; or
ii reject the Service Variation Offer, and wish to:
A continue with the Agreement without the Service Variation; or
B terminate the Agreement under clause 17.1 .
4.3 Usage Variation
a If you request a Usage Variation, that reduces your Usage Rights prior to reproducing or publicising the Recording utilising those Usage Rights, we will provide you with notice confirming the reduced:
i Usage Rights you have; and
ii Usage Fees that will be payable, under the Agreement.
b If you request a Usage Variation that increases your Usage Rights, we will as soon as practicable, provide you with notice:
i refusing the request; or
ii detailing the impact the Usage Variation will have on the Usage Fees (Usage Variation Offer).
c Upon your receipt of a Usage Variation Offer, you must confirm whether you:
i accept the Usage Variation Offer, in which case the Usage Fees under the Agreement will be amended to those set out in the Usage Variation Offer; or
ii reject the Usage Variation Offer and wish to continue with the Agreement, without the Usage Variation.
5. Our obligations
5.1 Generally
We will provide our Services:
a with due care and diligence; and
b in a manner that meets or exceeds industry standards.
5.2 No exclusivity
You acknowledge that our Services are not exclusive and that we may provide services that are the same as, or similar to, the Services to any other person.
5.3 Booking dates
a You acknowledge and agree that:
i where we are responsible for arranging a booking, any indication of the date the booking is to occur is our best estimate and may be subject to change; and
ii where a booking date has been confirmed, whether arranged by us or otherwise, changes to this date may be required for reasons outside of our control.
b We will promptly notify you of any known or likely delays to a booking date and provide a revised date as soon as reasonably practicable.
c We will take reasonable steps to minimise delays to the booking and the impact this has on your project.
d We are not responsible for any Loss you may suffer due to delays with a booking occurring.
6. Your obligations
To enable us to perform the Services effectively, you must:
a cooperate and assist us, as we reasonably require, and ensure your Personnel do the same;
b provide us with a complete Voiceover Brief at least 2 Business Days prior to the scheduled booking; and
c promptly provide us with any minor alterations to the Voiceover Brief, no later than 2 business days before the scheduled booking.
7. Nature of Relationship
7.1 Generally
a We are acting on behalf of the Talent in the Agreement and have the Talent’s authority to negotiate and enter into legally binding arrangements on behalf of the Talent with you.
b Notwithstanding the agency relationship between us and the Talent, you acknowledge and agree that the Talent is engaged as an independent contractor of yours for the purposes of making the Recording.
c Nothing in this Agreement is to be construed as creating an employment relationship between you and us or between you and the Talent.
7.2 Superannuation
a Notwithstanding clause 8.1c , you acknowledge the Talent is engaged by you principally for labour and accordingly, you agree that you are obligated to make superannuation contributions on behalf of the Talent in accordance with the Superannuation Guarantee (Administration) Act 1992 (Cth) (SGA).
b You agree to pay all superannuation contributions required under the SGA to:
i us, where you have elected for us to remit these payments to the Talent’s designated superannuation fund; or
ii the Talent’s designated superannuation fund directly.
c We will provide you with all necessary information to facilitate the correct calculation and payment of superannuation contributions owing to the Talent.
8. Fees
8.1 Fees
a In consideration of:
i the performance of the Services, you must pay us the Recording Fees;
ii your intended usage of the Recording, you must pay us the Usage Fees; and
iii our collection and remittance of superannuation to the Talent on your behalf (if applicable), you must us the Admin Fee.
b You acknowledge that an amount to be paid to the Talent for superannuation must be paid in addition to the Fees.
8.2 Expenses
If any agreed subsistence expenses, including travel, meal allowances and/or accommodation are incurred during delivery of the Services, we will charge these expenses to you and you agree that you must promptly pay or reimburse us in respect of all such expenses.
9. Invoices and payment
9.1 Invoices
a We will invoice you, where you:
i have Credit Approval, after the booking; or
ii do not have Credit Approval, as soon as practicable after the Agreement Date.
b We must ensure that our invoices comply with the GST Law and include:
i a summary of the Services;
ii a description of the Usage Rights granted;
iii the Admin Fee (if applicable); and
iv any Expenses.
c You authorise and direct us to provide invoices to you electronically.
9.2 Payment generally
Subject to clause 10.3 , you must:
a make payment of the amount claimed in our invoice without set-off, counter-claim, holding or deduction; and
b make payment of our invoices:
i upon receipt, if you do not have Credit Approval;
ii within 14 days of receipt, if you have Credit Approval; or
iii where more generous payment terms are specified in our invoice, in accordance with those terms.
9.3 Disputed Fee
a If you dispute the whole or any portion of the amount claimed in an invoice, prior to taking any other action you must:
i pay the portion of the invoice which is not in dispute; and
ii provide notice to us within 7 days of receipt of the invoice of your reasons for disputing the amount claimed in the invoice (Invoice Dispute Notice).
b Upon receipt of your Invoice Dispute Notice, we will, within 7 days, provide you with a response (Invoice Dispute Response) including:
i where relevant, documentation supporting the amount claimed in the invoice;
ii an explanation of the amounts claimed in the invoice; and
iii a response to the reasons for dispute provided by you in the Invoice Dispute Notice.
c If the dispute cannot be resolved within 7 days of our issuing of the Invoice Dispute Response, then either party may refer the matter to dispute resolution in accordance with clause 19 .
9.4 Overdue payments
a If you have not made payment by the due date of any amount due and owing under the Agreement, without prejudice to any other rights or remedies we may:
i revoke, suspend or reduce the Usage Rights granted under the Agreement;
ii charge interest on the overdue amount at 10% per annum from the due date until payment is made in full; and
iii recover from you:
A our costs and expenses (including legal fees on a full indemnity basis) incurred in collecting the overdue amount; and
B any collection agency fees, court costs, and other reasonable expenses incurred by us in attempting to recover the debt.
b We reserve the right to report any of your payment defaults to credit reporting agencies.
c You acknowledge and agree that s 27(1) of the Debt Collectors (Field Agents and Collection Agents) Act 2014 (Qld) does not apply to the Agreement.
9.5 GST
a Unless specifically stated in the Agreement, all amounts payable to us under the Agreement are exclusive of GST.
b If GST is imposed on any supply made in connection with the Agreement and GST has not been accounted for in determining the consideration payable for the supply, we may recover from you an amount to account for GST, being the value of the supply calculated in accordance with the GST Law multiplied by the prevailing GST rate.
10. Intellectual Property
10.1 Background IP
a Each party retains all rights, title and interest in and to their respective Background IPR’s.
b Nothing in this Agreement is intended to transfer ownership of any Background IPR’s from one party to another.
10.2 Ownership of copyright
a The parties acknowledge and agree that you have commissioned the Recording and are the owner of copyright in the Recording, subject only to your agreement with the Recordist.
b Despite clause 10.2a , you agree that ownership of copyright in the Stem Read has not been commissioned by you and ownership of it vests in its makers, being the Talent and the Recordist.
c The Talent as a co-owner of copyright in the Stem Read, consents to the Recordist using the Stem Read, solely for the purpose of producing the Recording.
d The Talent acknowledges that recording of the Stem Read was authorised by you, as the owner of copyright in the Voiceover Brief solely for the purpose of creating the Recordings and agrees:
i to refrain from exercising or attempting to exercise any of its copyrights in the Stem Read for any purpose other than that which is contemplated by this clause 10.2 ; and
ii that exploitation of its copyright in the Stem Read is subject to authorisation and consent provided by you.
10.3 Performer rights and moral rights
a You acknowledge the Talent as a performer:
i has performer rights in sound recordings, as set out in Part XIA of the Copyright Act; and
ii moral rights, as set out in Part IX of the Copyright Act.
b The Talent grants you with limited authorisations to use the Recording solely in accordance with the Usage Rights specified in the Agreement.
c Unless expressly detailed, the Usage Rights do not extinguish, diminish or act as a waiver to the Talent’s performer rights or moral rights under the Copyright Act.
11. AI
a You covenant and agree that you will not engage in, authorise or facilitate any of the following activities:
i using artificial intelligence (AI) or any other technology to clone, replicate, synthesise or simulate the Talent’s voice;
ii creating, producing, or distributing any form of digital voice model or voice print of the Talent;
iii using any existing or future technology to manipulate recordings of the Talent’s voice to produce new content not originally performed by the Talent;
iv commercialise or attempt to commercialise any AI-generated or technologically manipulated version of the Talent’s voice.
b For clarity, this clause does not prohibit standard audio editing and production techniques that do not involve AI-based voice cloning or synthesis.
c The parties acknowledge the Talent is entitled to seek injunctive relief to prevent any ongoing or future breaches of this clause.
d You acknowledge that:
i the Talent’s voice is a unique and valuable asset central to their professional identity and career;
ii any unauthorised replication or manipulation of the Talent’s voice could cause significant and potentially irreparable harm to the Talent’s reputation and livelihood; and
iii any breach of this clause will be considered a material breach of the Agreement.
12. Privacy
a We will:
i collect, use and store your personal information in accordance with our privacy policy; and
ii comply with the Privacy Act 1988 (Cth) and any other applicable privacy laws.
b You agree that you provide us with the consents set out in our privacy policy.
13. Confidentiality
a Each party as a Recipient must:
i keep confidential all Confidential Information of the Discloser;
ii not use the Confidential Information except for the purposes of the Contract; and
iii not disclose the Confidential Information except:
A to its Personnel on a need-to-know basis for the purpose of performing its obligations under the Contract;
B with the Discloser’s consent;
C to the extent required by law; and
D to its professional advisors.
b Where the Recipient discloses the Confidential Information to a third party as permitted under the Agreement, the Recipient must inform the third party of the confidential nature of the Confidential Information, and will be responsible for all use and disclosure of the Confidential Information by that party.
c Subject to 11.1d , if requested by the Discloser, on termination or expiry of the Contract, the Recipient must promptly return and/or destroy (at the Discloser’s option) all Confidential Information of the Discloser and must confirm to the Discloser when this has occurred.
d We may retain a copy of any of your Confidential Information to the extent required by law, or for our reasonable internal credit, risk and professional responsibilities.
14. Mutual Representations and warranties
Each party warrants and represents to the other that as at the Agreement Date:
a capacity: it has full power and capacity to enter into and perform its obligations under the Agreement;
b authorisation: all necessary action has been taken to authorise its execution, delivery and performance of the Agreement in accordance with its terms;
c no infringement: neither party in satisfying its obligations under the Agreement will infringe the IPR’s or confidentiality of any person, and all relevant third-party clearances and consents have been obtained; and
d binding obligations: the Agreement constitutes legal, valid and binding obligations and is enforceable in accordance with its terms.
15. Indemnity
Each party indemnifies the other and their Related Body Corporates (and each of their Personnel) (the Indemnified Parties), and must keep the Indemnified Parties indemnified against any Claim arising out of or referable to:
a any wilful or negligent act or omission arising out of the performance of a party of its obligations under the Agreement;
b a breach or default by a party of its obligations or warranties under the Agreement; and
c any allegation that the IPR’s of any third party has been infringed by the supply of the Services or the acts or omissions of a party relating to the Agreement.
16. Ending of the Agreement
16.1 Expiration
The Agreement will be taken to expire 6 months after the date the booking occurred, unless the parties otherwise agree in writing.
16.2 Termination by you
You may terminate the Agreement by providing us with notice:
a at least 24 hours before a scheduled booking, without consequence; or
b between 24 hours and 2 hours before the scheduled booking upon making payment to us of the Termination Fee.
16.3 Termination for cause
a If any party is in breach of the Agreement and the breach is capable of rectification, the other party must give the defaulting party written notice requesting that the breach be rectified within 10 Business Days (Breach Notice).
b If a breach of a material term of the Agreement has not been rectified within 10 Business Days of the giving of a Breach Notice, the party giving the Breach Notice may terminate the Agreement immediately by notice in writing to the other.
c If any party breaches a material term of the Agreement and the breach is not capable of rectification, the other party may terminate the Agreement immediately by notice in writing to the party in breach.
d If you terminate the Agreement for cause during a booking, you acknowledge and agree that you must make payment to us of the Minimum Fee.
16.4 Effect of Termination
The termination or expiration of the Agreement does not prejudice any accrued rights or remedies a party has under it.
17. Liability
17.1 Liability that cannot be excluded
Nothing in the Agreement seeks to exclude or limit liability to the extent that such liability cannot be excluded or limited under any applicable laws or professional conduct rules.
17.2 Contribution and mitigation
a Neither party will be liable to the other whether in contract, tort (including negligence) or otherwise in connection with the Agreement (including under any indemnity), for Loss to the extent that the other party (or the other party’s Personnel) contributed to the loss or damage.
b A party who suffers Loss must use reasonable steps to mitigate its Loss. The other party will not be responsible for any Loss to the extent that the injured party could have avoided or reduced the amount of the Loss by taking reasonable steps to mitigate its Loss.
17.3 Consequential loss
To the extent permitted by law, neither party will be liable to the other for any Consequential Loss suffered or incurred whether in contract, tort (including negligence) or otherwise in connection with the Agreement.
17.4 Limitation of liability
To the extent permitted by law, our liability to you for any Loss whether in contract, tort (including negligence) or otherwise in connection with the Agreement (including under any indemnity), is limited to an amount of $10,000.00.
18. Dispute Resolution
a If a dispute (Dispute) between the parties to the Agreement (Participants) arises out of or in connection with the Agreement (including any dispute as to the validity of the Agreement) which they cannot resolve, then the parties agree that before any court or arbitration proceedings (other than for urgent interlocutory relief) are commenced with respect to the Dispute, the following steps must be taken to resolve the Dispute.
b The party claiming that a Dispute has arisen must deliver to the other parties a notice containing particulars of the Dispute (Dispute Notice).
c During the period of 10 Business Days after delivery of the Dispute Notice, or any longer period agreed in writing by the parties to the Dispute (Initial Period), the Participants must use their reasonable endeavours and act in good faith in an attempt to resolve the Dispute.
d If the Participants cannot resolve the Dispute within the Initial Period, then unless they all agree otherwise, the Participants must refer the Dispute to the Resolution Institute for the facilitation of a mediation according to the Resolution Institute’s Mediation Rules.
e If within 10 Business Days after the referral of the Dispute to the Resolution Institute the parties have not agreed upon the mediator or any other relevant particular, the mediator and the particular not agreed will be determined in accordance with the Resolution Institute’s Facilitation Rules.
f All Participants must participate in the mediation in good faith and cooperate with the Resolution Institute as a facilitator.
19. Assignment
a Subject to subclause 20b , neither party may assign, or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other party.
b We may assign and transfer all our rights and obligations under the Agreement to any person we transfer our business to.
20. General
The parties agree:
a (act reasonably) they will act reasonably in exercising all of their rights under the Agreement;
b (Representatives) each party must nominate one or more natural persons as its nominated representative(s) (Representative) at the Agreement Date. Any direction, consent or approval given by any person other than a party’s Representative will not bind the party unless the direction is confirmed in writing by that party’s Representative. A party may notify the other party of any replacement of its Representative from time-to-time;
c (hierarchy) if there is any inconsistency between the documents which make up the Agreement, then the following will prevail in descending order of precedence:
i a Quote;
ii a Rate Card; and
iii these Terms;
d (force majeure) neither party will be in breach of its obligations under the Agreement, except for an obligation to make payment of an amount rightfully due and owing, to the extent that the failure arises as a result of any event or circumstance outside the reasonable control of the party, which the party could not have prevented or avoided by taking reasonable diligence or reasonable precautions;
e (entire agreement) the Agreement sets out all the parties rights and obligations relating to the subject matter of the Agreement, and it replaces all earlier representations, statements, agreements and understandings except as stated otherwise in the Agreement;
f (variations) subject to clause 5 , the Agreement may only be amended in writing, signed by the parties;
g (validity) if a provision of this Agreement is or becomes invalid or unenforceable then, if the provision can be read down to make it valid and enforceable without materially changing its effect, it must be read down. Otherwise, the offending provision must be severed and the remaining provisions will operate as if the provision had not been included;
h (consent) unless the Agreement expressly states otherwise, a party may in its absolute discretion, give conditionally or unconditionally or withhold, any consent under the Agreement. To be effective any consent under the Agreement must be in writing;
i (waiver) clauses and rights in the Agreement can only be waived in writing signed by the waiving party. Failure or delay of a party in exercising a right under the Agreement does not waive the party’s rights. A waiver will only waive the particular rights in the particular circumstances and will not waive any other rights, or the same rights in other circumstances;
j (notices) a notice or other communication connected with the Agreement has no legal effect unless it is in writing. In addition to any other method of service provided by law, the notice may be sent by pre-paid post or by email to the Representative of a party;
k (further assurances) each party must do anything and execute any document the other party reasonably requests, to give effect to the Agreement;
l (governing law) the Agreement is governed by the law in force in the Jurisdiction and each party submits to the non-exclusive jurisdiction of the courts of the Jurisdiction, in relation to any proceedings that may be brought at any time relating to the Agreement. Each party irrevocably waives any objection to proceedings being commenced in the Jurisdiction;
m (multiple capacities) where a party is a party in more than one capacity, it is only necessary that the party execute and deliver the Agreement once. The initial execution and delivery will bind the party in all capacities;
n (essential terms) clauses 5.1 , 6 , 7.2 , 8 , 9 , 10.2 , 11 and 13 along with any other clauses in the Agreement which by their nature are essential terms at law, are essential terms of the Agreement;
o (survival) clauses 7.2 , 9 , 10 , 11 , 13 , 15 , 16.3 , 17 , 20a , 20c , 20g and 20k along with any other clause in the Agreement which is expressed to survive or by its nature survives, will survive termination or expiry of the Agreement;
p (trusts) if a party enters into the Agreement as a trustee of a trust, it warrants that it enters into the Agreement as sole trustee of the trust and it has full power under the relevant trust deed to enter into and perform the Agreement; and
q (costs) each will bear their own costs in relation to the preparation, negotiation and execution of the Agreement and any variations to it.
21. Definitions and Interpretation
21.1 You and us
In the Agreement:
a ‘you’ and ‘your’ mean the client or clients named in the Pricing Documents; and
b ‘we’, ‘us’ and ‘our’ are references to SnackBox Agency Pty Ltd ACN 679 555 367.
21.2 Definitions
In the Agreement unless the context indicates otherwise:
Admin Fees mean the administrative fees we charge for collecting and remitting superannuation to the Talent being the amount set out in the Pricing Documents.
Agreement Date means the date of your acceptance of our offer to perform Services under clause 3.2 or 3.3.
Background IPR’s mean any IPR’s owned by or licensed to a party that:
existed prior to the Agreement Date; or
are developed, acquired, or otherwise come into existence independently of the Agreement and without use of the other party’s Intellectual Property Rights; and
are used by that party in performing its obligations or exercising its rights under the Agreement.
Claim means a demand, action or proceeding of any nature whether actual or threatened.
Confidential Information means all information disclosed by or on behalf of us or you (Discloser) to the other party (Recipient) in connection with the Agreement or created using that information, which is confidential in nature and designated as confidential, or which a reasonable person receiving the information would realise is sensitive or confidential, and all information to the extent it is derived from that information. Confidential Information does not include any information which:
is or becomes public, except through breach of a confidentiality obligation;
the Recipient can demonstrate was already in its possession or was independently developed by the Recipient; or
the Recipient receives from another person on a non-confidential basis, except through breach of a confidentiality obligation.
Consequential Loss means:
indirect or consequential loss not arising as a natural consequence of a breach or other event giving rise to liability of a party;
any loss of profits, loss of revenue, loss of any contract value, loss of anticipated profit or damages for lost opportunity; or
loss of data.
Copyright Act means the Copyright Act 1968 (Cth).
Credit Approval means our determination from time to time that you are creditworthy, allowing us to perform Services without upfront payment.
GST means a goods and services tax or similar tax levied in Australia.
GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Insolvent in relation to a party, means that:
the party has ceased or taken steps to cease to conduct its business in the normal manner;
the party has entered into or resolved to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors or any class of them;
the party is unable to pay its debts when they are due;
a liquidator or provisional liquidator is appointed to the party, or a receiver, receiver and manager, official manager, trustee or similar official is appointed over any of the party’s assets or undertakings;
an application or order is made or a resolution is passed for the winding up of the party; or an event similar to one above occurs in respect of the party in any non-Australian jurisdiction.
IPR’s means all intellectual property rights of whatever nature including all rights conferred under statute, common law or equity, including all copyrights, patent rights, trade mark rights, design rights and trade secrets.
Jurisdiction means Queensland, Australia.
Loss means any loss, damage, cost, expense, liability, or claim and includes, without limitation:
legal costs and expenses (including reasonable solicitor’s fees) on a full indemnity basis;
damages, penalties, fines, and interest;
amounts paid in settlement;
costs of recalling, replacing, or refunding the price of any goods or services;
costs of recreating or reloading any lost or damaged data;
losses arising from claims by third parties; and
any Taxes payable in respect of any of the above.
Minimum Fee means the fee payable by the Client upon termination of the Agreement for fault during a booking, equivalent to the booking fee for a submission track as specified in the Pricing Documents
Personnel means officers, directors, employees, contractors and agents.
Pricing Documents mean the Quote or the Rate Card as the context requires.
Purchase Order means a document prepared by you and submitted to us in response to our Rate Card specifying:
number of Recordings;
recording time allowance for the booking;
Booking Fees;
desired recording date(s);
anticipated Usage Rights (if known);
Usage Fees (if know);
your Representative;
Talent identification;
whether you wish for us to collect and remit superannuation to the Talent;
special skills requirement (e.g., singing, accents, languages);
project name or identifier;
your billing Information; and
any additional terms or conditions agreed upon by both parties.
Quote means a document issued by us in response to a request for Services from you, outlining the details of the proposed engagement.
Rate Card means a document provided by us to you detailing the standard fees for our Services and Usage Rights.
Recording means the final, edited audio product in the form of tracks, comprising the approved voice performance with any required post-production processing. The Recording excludes the Stem Read and any unused portions of the Talent’s performance.
Recording Fees mean the fees payable for the Talent’s services including their attendance at the booking and for their time in delivering the performance.
Related Body Corporate has the meaning given in s 50 of the Corporations Act 2001 (Cth).
Service Variation means any request to modify the terms of a scheduled booking, encompassing changes to the Voiceover Brief, additional skill requirements, alterations to Recording quantity or duration, or any other substantive amendment affecting the Talent's performance or the recording process.
Stem Read means the complete, unedited audio capture of a voice artist's performance during a booking session, including all takes, variations, warm-ups, and associated direction.
Talent means the voice over artist selected by you to perform at a booking.
Tax means any tax, levy, charge, duty, fee, rate, deduction, compulsory withholding, which is assessed, levied, imposed or collected by any government agency and includes fringe benefits tax, income tax, GST, training guarantee levy, payroll tax, group tax, PAYG or PAYE withholding tax, and any interest, fine, penalty, charge, fee or any other amount imposed on or in respect of any of the above.
Termination Fee means the minimum fees associated with the originally scheduled duration of the booking.
Usage Fees means the fees payable by you for the Usage Rights specified in the Agreement. These fees correspond to the extent of Usage Rights granted to you for the Recording.
Usage Variation means any request to adjust the Usage Rights contemplated under the Agreement.
Usage Rights mean the specific authorisations, consents, licenses, and waivers granted to the Client regarding the scope, duration, geographical area, and medium of use for the Recording.
Voiceover Brief means the script and supporting materials providing context and direction to the Talent for performance at the booking.
21.3 Interpretation
In interpreting this Agreement, unless the context provides otherwise:
a words or expressions used in this document, which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth), the Copyright Act 1968 (Cth) or the Corporations Act 2001 (Cth) have the same meaning in this document;
b headings are for convenience only and do not affect interpretation;
c words importing the singular include the plural and vice versa;
d words importing a gender include every other gender;
e references to a person include an individual, company, corporation, partnership, joint venture, association, trust, or government agency;
f references to a party to this Agreement include that party’s successors and permitted assigns;
g references to any legislation or legislative provision include any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision;
h the words ‘including’, ‘such as’, ‘for example’; and similar expressions are not words of limitation and are to be interpreted as if followed by ‘without limitation’,
i if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
j if the day on or by which anything is to be done is not a Business Day, that thing must be done on or by the next Business Day;
k a reference to ‘$’; or ‘dollars’; is a reference to Australian Dollars;
l no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any part of it; and
m any schedules, annexures or attachments to a Quote or a Rate Card form a part of this Agreement.