Client Terms of Service

JT. Production Management
Client Service Terms and Conditions

Thank you for choosing JT. Production Management. We are delighted to work with You and these Client

Service Terms and Conditions set out how we will work together.

Parties
You are the Client, and Your details are set out in the Proposal.

– AND –

JT. Production Management Pty Ltd (abn: 62 621 809 952) Lv1, 272 Lygon Street, Carlton, Vic, 3053.
(JT Production Management).

Summary

A. JT. Production Management specialises in providing event planning, management and
coordination services (Services) to meet client needs and requirements. You have engaged JT.
Production Management to provide the Services.

B. These Client Service Terms and Conditions (Terms) are to be read in conjunction with the
accompanying Proposal (Proposal), collectively referred to as the Agreement (Agreement).

C. By continuing to work with JT. Production Management after receiving these Terms, You accept
and agree to the terms and conditions set out below.

The Parties agree as follows

1. Definitions

The following words have these meanings in this Agreement unless the contrary intention appears:

Agreement means these Client Service Terms and Conditions and the Proposal;

Business Day means any day excluding Saturday, Sunday, a public holiday in Victoria and/or a
Commonwealth public holiday;

Commencement Date means the date the Services will commence as specified in the Proposal, or
as agreed between the parties;

Completion Date means the date the Services will cease, as specified in the Proposal, or as
agreed between the parties;

Confidential Information means any information that is:

(a) Information, ideas forms, specifications, processes, statements, formulae, trade secrets,
drawings and data (and copies and extracts made of or from that information and data) that is
not in public domain is considered confidential information; and

(b) confidential by nature, stipulated as confidential or any other information that would be
reasonably considered to be confidential due to the value of the information;

Fees means the fees payable by You as outlined in the Proposal;

Intellectual Property Rights means all present and future rights in relation to copyright,
trademarks, designs, patents or other proprietary rights, or any rights to registration of such rights,
whether created, written, developed or brought to existence by You or JT. Production Management
in the provision of the Services;

Progress Payment means the portion of the Fees corresponding to each identified stage of the
Services as set out in the Proposal, where applicable;

Services means the services specified in the Proposal or as agreed between the parties from time
to time.

2. The Engagement

2.1. Commencement and Completion of the Services

(a) JT. Production Management agrees to commence the Services on the agreed Commencement
date, relevant event date, or other date as agreed between the parties, upon acceptance of the
Proposal and these Terms, and upon payment of any required fees as invoiced to You.

(b) You agree that the role of JT. Production Management will be that of a professional advisor,
planner and coordinator of the scheduled event (Event) as outlined in the Proposal. JT.
Production Management will make recommendations to You pertaining to the selections of third
party services and suppliers (Third Party/ies). These recommendations will be based on
experience and knowledge of the Third Parties and how they best operate to be able to serve
You. You will be responsible for the final decision as to which Third Parties to engage.

(c) You acknowledge and agree that if You choose to engage Third Parties that are Third Parties
not recommended by JT Production Management, JT. Production Management will not be liable
for delays or non-performance of such Third Parties. JT. Production Management will use its
best endeavours to work with your selected Third Parties however if this results in additional time
required to be spent by JT Production Management, then JT. Production Management will
discuss this with you and will provide you with a quote for any additional fees that will be payable
by You.

(d) If JT. Production Management foresees being unable to complete the Services on agreed dates,
JT. Production Management will inform You as soon as practicable and alternative arrangements
will be made by agreement of the parties.

(e) JT. Production Management will only provide You with a refund of the Fees in the event it is
unable to continue to provide the Services (Refund).

(f) If JT. Production Management is required to alter the description of the Services for any reason,
the parties will agree in writing.

2.2. Variations to Services

(a) If, at any time, You wish to make variations to the Services (including any additions), any request
for variations must be made in writing and sent via email to JT. Production Management
(Variation Request/s).

(b) If JT. Production Management agrees to the Variation, confirmation will be provided in writing to
You via email. You agree that Variation Requests are not accepted unless done so in writing.
Once a Variation Request has been agreed to in writing by JT. Production Management it will
form part of this Agreement (Approved Variation).

(c) You agree that additional fees will be payable by You to JT. Production Management for any
Approved Variation, and You acknowledge and agree that You will be responsible for all
additional fees.

2.3. Approvals and Client Communication

(a) Where applicable, JT. Production Management agrees to obtain Your approval as per the
progress stages outlined in the Proposal.

(b) All feedback and signoffs (whether in line with progress stages for the Services, or as otherwise
requested) must be provided by You within 5 Business Days of receiving communication from JT
Production Management.

(c) JT. Production Management endeavours to return Your communication within 2 business
days and asks that You follow up with a phone call if You are unsure of whether Your
communication has been received.

2.4. Third Party Service Providers and Suppliers

(a) You agree that JT. Production Management will, on Your behalf, source products, supplies and
services from Third Parties in order to provide the Services. JT. Production Management agrees
to do so in line with the Proposal and any budget agreed to in writing by the parties.

(b) Where applicable, invoices for Third Party fees will be issued to You in advance of a purchase.
When requested, You agree to make full payment to the relevant Third Party prior to an order
being placed or booking being made.

(c) In circumstances where You are entering into contracts directly with Third Parties, You agree
that JT. Production Management merely facilitates the relationship between You and these Third
Parties and is not a party to these agreements. You agree that JT. Production Management is in
no way responsible for the terms, effect or any aspect of any agreements between You and any
Third Party and will not be liable for any non-observance by You or any Third Party of relevant
contract terms or obligations.

(d) In the event of any third-party cancellation, JT. Production Management may substitute a new
supplier or service provider with or without advance notice at its discretion. Any additional costs
incurred will be payable by You.

(e) For the sake of clarity, although JT. Production Management will endeavour to ensure all Third
Parties are vetted for quality, it not be responsible for any cancellations, mistakes, problems or
unsatisfactory services or products provided by any Third Party.

(f) JT. Production Management will not make payments on Your behalf for any Third Party products
or services. If You wish to cancel a Third Party that has been booked or contracted with on Your
behalf due to change of mind or dislike, the terms of the returns and cancellation policy of the
Third Party will apply, and any loss associated will be Your responsibility. JT. Production
Management will not be liable for any cost or loss arising from a change of mind or dislike.

3. Fees and Invoicing

3.1. Fees and Payment

(a) You agree to pay JT. Production Management the Fees set out in the Proposal, which has been
prepared based on Your initial consultation with JT. Production Management and Your budget.

(b) You agree that all quoted Fees are estimates only. If the estimate of hours required has been
exceeded in order to provide You with the Services, JT. Production Management reserves the
right to charge You additional fees as the rate of between $40 per hour + GST to $550 + GST
per additional hour of work required.

(d) The Fees payable to JT. Production Management to perform the Services may be adjusted from
time to time as agreed by the parties in writing (including email) on account of changes in
relation to the nature of the Services to be Performed by JT Production Management.

3.2. Time and Method for Payment

(a) You agree to make Payment of the Fees upon receipt of Invoices by JT Production
Management, and by the due date on each Invoice. You agree to make Payment of the Fees by
the method prescribed in each Invoice.

(b) In the event that any payment under this Agreement is not made in full on the due date, JT.
Production Management is entitled to charge You interest at the rate of 5% per annum,
calculated daily.

(c) You agree that if You default on any payments due and payable under this Agreement, any costs
incurred by JT. Production Management for steps taken to enforce payment terms will be
recoverable and payable by You.

(d) You acknowledge and agree that JT. Production Management is not responsible for any third
party payment processing fees, bank fees, transaction fees, currency conversion fees and/or
adverse currency fluctuations.

(e) Failure to make full payment of any invoice within 10 business days result in JT. Production
Management cancel the Services and will not be liable for any loss or damage suffered as a
result.

3.3. Travel and Disbursements

(a) You agree to reimburse JT. Production Management the amount of all expenses reasonably and
properly incurred in the performance of duties under this Agreement. These expenses may
include petrol, parking fees, tolls, and if required airfares, overnight accommodation and meals
and will be determined by JT Production Management.

(b) JT. Production Management agrees to include estimates of travel and disbursements within the
Proposal, but any such quotes will be estimates only.

3.4. Goods and Services Tax

Unless otherwise stated, all amounts are listed in Australian Dollars (AUD) and are GST exclusive being
goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999, exclusive
amounts.

4. JT. Production Management Obligations

(a) Prior to the Commencement Date, JT. Production Management will provide You with written
notice requesting all necessary information, documents or materials reasonably required by JT.
Production Management to complete the Services (Client Materials). These include: any pre-
organised arrangements, such as scheduled time tables, package inclusions and any other
relevant information as required.

(b) Throughout the Term, JT. Production Management agrees:

i. to perform the Services with due care and skill with knowledge of best industry
practices and procedures necessary to undertake the Services;

ii. to regularly update You or Your nominated contact of progress with the Services;

iii. to inform You of any changes in the Services or any potential issues, real or
reasonably anticipated, with the Services;

iv. to ensure that the provision of the Services by JT. Production Management will
not infringe the rights (including Intellectual Property Rights) of any third party.

(c) JT. Production Management has the right to make any changes to the Services that are
necessary to comply with any applicable law.

5. Your Obligations

In order to ensure a successful Event, we request that You ensure the following preparations and
responsibilities are maintained throughout our work together.

5.1. During the Services

(a) Where applicable, You are responsible for procuring sponsorship and event ticket sales.

(b) Where applicable, You are responsible for marketing and sales conversions and outcomes.
You agree to respond to requests from JT. Production Management for decisions, as required.

(c) You agree to notify JT. Production Management of any changes to the Event that arise, including
but not limited to changes in number of attendees, budget alterations and other relevant
changes. Any work that JT. Production Management will be required to do due to any changes
that arise will be charged as an Alteration.

(d) You agree to cooperate fully with JT. Production Management and to appoint a contact person
who will make themselves available for all necessary decision-making concerning the planning of
the Event.

(e) JT. Production Management agrees to identity and investigate any permits or permissions that
may be applicable, from time to time, from any government or other body, to enable attendance
upon or at any venue including parks, private land, retail land, or other venue as required by
You. However, once JT. Production Management has provided You with all relevant information,
You are responsible for obtaining the relevant permits or permissions.

5.2. During the Event

(a) If JT. Production Management requests You to nominate a person to be the point of contact for
the Event, to assist JT. Production Management with providing the Services, You agree to do so.

(b) If the nominated point of contact fails to assist with the Services as requested by JT Production
Management, JT. Production Management will not be responsible for any act, omission or failure
in relation to any aspect of the Services.

(c) You agree to co-operate fully with JT. Production Management on the Event day.

6. Labour Hire

If the provision of Services involves a labour-hire arrangement where JT. Production Management
provides workers for the Event, the following clauses will apply:

6.1. JT. Production Management Responsibilities

(a) JT. Production Management agrees to supply You with workers for the Event (Workers), each of
whom will be suitable for providing the work requested for the provision of the Services (Work).

(b) JT. Production Management must obtain and maintain at all times during the term of this
Agreement:

i. public liability insurance;

ii. workers' compensation insurance which covers every Worker;

iii. professional indemnity insurance;

iv. and any other insurance that JT. Production Management considers necessary.

(c) JT. Production Management will be solely responsible, and will solely bear the liability, for:

i. the payment of remuneration to the Workers, including salaries and wages,
superannuation, annual leave, sick leave, long service leave and other benefits to
which the Workers may be entitled under any contract of employment or under
any rule, statute, common law or industrial instrument (as defined in relevant
legislation);

ii. the payment of all taxes and duties in respect of such remuneration and benefits;

iii. compliance, and the cost of compliance, with all statutory, award or other legal or
contractual requirements with respect to employees, agents, servants and
contractors;

iv. the maintenance, and the cost, of obtaining appropriate workers' compensation
policies to provide coverage for the Workers.

(d) During the term of the Agreement, JT. Production Management will comply, and take all
reasonable steps to ensure that the Workers comply, with all applicable obligations under the
Fair Work Act 2009 and Fair Work Regulations 2009.

(e) JT. Production Management must ensure that all of the Workers supplied:

i. fully comply with the appropriate regulations, standards and legislation;

ii. fully comply with all relevant workplace health and safety procedures while
performing the Work;

iii. exercise reasonable and necessary precautions which are appropriate to the
nature of the Work and the conditions under which the Work is carried out;

iv. receive adequate training to ensure tasks are undertaken in a manner that
minimises the risk to the Workers’ health and safety and the health and safety of
others; and

v. will not undertake any tasks for which they have not received adequate training.

6.2. Work health and safety

(a) You and JT. Production Management agree to take the following steps during the term of this
Agreement:

i. take all reasonable attempts to ensure that all Work carried out pursuant to this
Agreement complies with all work health and safety requirements of the state or
territory in which the Work is carried out;

ii. ensure that the Workers are not exposed to risks to their health or safety or to
hazards arising from the provision of the Work;

iii. ensure that any equipment or facilities provided for use in the provision of the
Work is safe and without risks to health and safety when properly used;

iv. ensure that systems of work and the working environment are safe and without
risks to health; and

v. provide such information, instruction, training and supervision as necessary to
ensure that the Work is provided without hazards or risks to health and safety.

(b) JT. Production Management will notify You of any injury sustained by any of the Workers on
Your premises, or any injury sustained by any of the Workers during the time in which the
Services were being supplied to You.

7. Warranty

(a) JT. Production Management will use its best efforts and take all reasonable steps to help You
achieve the desired result. However, JT. Production Management makes no warranty that the
Services will meet Your requirements and does not guarantee specific results.

(b) For the avoidance of doubt, You agree and acknowledge that JT. Production Management will
not be responsible for, or required to address, disruption or damage loss caused by Third Party
suppliers or service providers, guests or other third parties. There are a number of variable
factors that impact Events, all of which are outside the control of JT Production Management.

8. Intellectual Property Rights and Photography

(a) You recognise and acknowledge that all Intellectual Property is the property of JT Production
Management, and You will take all such steps as practicable to ensure that the Intellectual
Property will vest in and remain vested in JT Production Management.

(b) JT. Production Management grants You a non-exclusive, transferable, royalty-free, perpetual
licence to use and intellectual property rights owned by JT. Production Management which have
been used in the completion of the Services that were already in existence prior to commencing
the Services.

(c) You hereby indemnify and agree to keep indemnified JT. Production Management against all
liability, losses or expenses incurred by JT. Production Management in relation to or in any way
directly or indirectly connected with any breach of intellectual property rights by You or Your
agents.

(d) You agree that JT. Production Management may photograph or arrange for a professional
videographer or photographer to take images and video footage of the Event at any time
throughout the Event. You provide irrevocable authority for photographs and audio and video
footage to be taken. You agree that JT. Production Management may use photographs and
images of the Event for JT Production Management’s own purposes, including marketing,
portfolio use and website.

9. Cancellations, Refunds and Termination

All Services are subject to the Force Majeure clause set out in clause 13.

9.1. Cancellations and Refunds – General Events

(a) You must notify JT. Production Management of an intention to cancel a scheduled Service as
soon as practicable in writing by email, in which case the cancellation policy as outlined in the
Proposal will apply (Cancellation Policy).

(b) If JT. Production Management foresees being unable to undertake the Services, it will inform
You as soon as practicable prior to the Event date, and alternative arrangements will be made by
agreement.

9.2. Changes of Date

(a) In extreme circumstances, such as death, illness or the like, if You are required to change the
date of Your Event, JT. Production Management will, at its absolute discretion, make every effort
to transfer reservations, Third Party contracts and all arrangements necessary to the new date.
However, JT. Production Management cannot guarantee transfers to a new date will be
possible.

(b) If JT. Production Management is unable to transfer the services to a new date, the Event will be
cancelled and You will be liable for the portion of the Services completed up to the date and time
of termination less the deposit paid, and for any costs associated with cancelling Third Party
contracts including administration.

(c) You acknowledge and agree that any change of date may incur additional fees payable by You
for coordinating the change of date with all necessary suppliers and Third Parties, which will
include the time required to be spent on facilitating the change of date. These fees will be
discussed with You at the time should this become necessary.

9.3. Termination for Breach

(a) Either party may terminate this Agreement for any breach of these Terms by providing 7 days
written notice to the other party, by email.

(b) If the parties wish to engage in discussions, the parties may allow the other party to remedy the
breach within 3 days notice or another time frame as agreed, and if the resolution is reached,
then the Agreement will not be terminated.

(c) If resolution is not reached within 7 days from the date of the notice of termination, then the
Agreement will be terminated.

(d) If this Agreement is terminated, You agree to pay JT. Production Management for the portion of
the Services completed up to the date and time of termination.

10. Liability and waivers

10.1. Liability

(a) JT Production Management’s total liability arising out of or in connection with the Services or
these Terms, however arising, including under contract, tort (excluding negligence), in equity,
under statute or otherwise, will not exceed the resupply of the Services to You.

(b) You expressly understand and agree that JT Production Management, its affiliates, employees,
agents, contributors and licensors will not be liable to You for any direct, indirect, incidental,
special consequential or exemplary damages which may be incurred by You, however caused
and under any theory of liability. This will include, but is not limited to, any loss of profit (whether
incurred directly or indirectly), any loss of goodwill or business reputation and any other
intangible loss.

10.2. Waiver

(a) A waiver of any right, power or remedy under this agreement must be in writing and signed by
the party granting it. A waiver is only effective in relation to the particular obligation or breach in
respect of which it is given. It is not to be taken as an implied waiver of any other obligation or
breach or as an implied waiver of that obligation or breach in relation to any other occasion.

(b) The fact that a party fails to do, or delays in doing, something the party is entitled to do under this
agreement does not amount to a waiver.

11. Communication between Parties

The parties agree to communicate via e-mail and telephone, or other communication method that may be
agreed from time to time.

12. Disclosure and Use of Confidential Information

(a) All obligations of confidence set out in this Agreement continue in full force and effect after the
Engagement concludes.

(b) Either party must not disclose any Confidential Information to any third party, including the
customer and/or its agents, employees or related third parties, without the other party’s prior
consent.

(c) This Agreement prohibits the disclosure of Confidential Information by either party with exception
to the following circumstances:

i. The disclosure is to a professional adviser for it to provide advice in relation to
matters arising under or in connection with this Agreement and the relevant party
has consented to the disclosure of such information to the professional adviser;

ii. The disclosure is required by applicable law or regulation; or

iii. If the confidential information is already in the public domain at no fault of the
relevant party.

13. Force Majeure

13.1. Force Majeure

(a) If circumstances beyond JT Production Management’s control prevent or hinder its provision of
the Services, JT. Production Management is free from any obligation to provide the Services
while those circumstances continue. JT. Production Management may elect to terminate this
Agreement or keep the Agreement current until such circumstances have ceased.

(b) Circumstances beyond JT Production Management’s control include, but are not limited to,
unavailability of materials or components, strikes, lockouts, riots, pandemics, natural disasters,
fire, war, acts of God, Government decrees, proclamations or orders, transport difficulties and
failures or malfunctions of computers or other information technology systems

(c) If, in JT Production Management’s reasonable opinion, the provision of the Services will be
affected by a pandemic, JT. Production Management may suspend the provision of the Services
in part or in whole to You indefinitely, and if required, You will need to abide by the Change of
Date clause above. Additionally, JT. Production Management will not be liable for any losses or
damage due to a pandemic. If You choose to terminate the Agreement due to a pandemic, You
will be bound by the Termination clause.

14. Dispute Resolution & Mediation

We hope that a dispute between us does not arise, however in the unlikely event that it does, the
following clause will apply.

(a) If a dispute arises out of or relates to the terms of this Agreement, either party may not
commence any legal proceedings in relation to the dispute, unless the following clauses have
been complied with (except where urgent interlocutory relief is sought).

(b) A party to this Agreement claiming a dispute (Dispute) has arisen under the terms of this
Agreement, must give written notice to the other party detailing the nature of the Dispute, the
desired outcome and the action required to settle the Dispute (Notice).

(c) On receipt of the Notice by the other party, the parties to this Agreement must within seven days
of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such
other means upon which they may mutually agree.

(d) If for any reason whatsoever, 21 days after the date of the Notice, the Dispute has not been
resolved the parties must either agree upon selection of a mediator or request that an
appropriate mediator be appointed by an independent third party as agreed or his or her
nominee and attend a mediation.

(e) It is agreed that mediation will be held in Victoria, Australia.

(f) The parties are equally liable for the fees and reasonable expenses of a mediator and the cost of
the venue of the mediation and without limiting the foregoing, undertake to pay any amounts
requested by the mediator as a pre-condition to the mediation commencing. The parties must
each pay their own costs associated with the mediation.

(g) All communications concerning negotiations made by the parties arising out of and in connection
with this dispute resolution clause are confidential and to the fullest extent possible, must be
treated as "without prejudice" negotiations.

(h) If thirty 30 days have elapsed after the start of a mediation of the Dispute and the Dispute has
not been resolved, either party may ask the mediator to terminate the mediation and the
mediator must do so.

(i) In the event that the Dispute is not resolved at the conclusion of the mediation, either party may
institute legal proceedings concerning the subject matter of the Dispute thereafter.

15. No partnership or agency

Nothing contained or implied in this Agreement will create or constitute, or be deemed to create or
constitute, a partnership between the parties. A party must not act, represent or hold itself out as having
authority to act as the agent of or in any way bind or commit the other parties to any obligation.

16. Governing Law & Jurisdiction

This Agreement is governed by the laws of Victoria, Australia. In the event of any dispute arising out of or
in relation to the Services, JT. Production Management agrees that the exclusive venue for resolving any
dispute will be in the courts of Australia, situated in Victoria, Australia.

17. Severance

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any
other jurisdiction.

18. Assignment

(a) You agree JT. Production Management may delegate and/or subcontract any obligations under
this Agreement for the purpose of providing the Services, as required and at the discretion of JT.
Production Management, to any party without Your consent. If JT. Production Management does
exercise its rights under this clause, JT. Production Management remains liable and responsible
to You in respect of the Services.

(b) You agree JT. Production Management may assign or novate this Agreement or part of this
Agreement to any party without Your consent.

19. Entire Agreement and Modifications

The parties confirm and acknowledge that this Agreement and the accompanying Proposal is the entire
Agreement between them and supersedes and overrides all previous communications, either oral or
written, between the parties.