1. DEFINITIONS

1.1. “IRONBARK FILMS”, “IRONBARK DIGITAL” or “THE PRODUCTION COMPANY” means Ironbark Films Proprietary Limited ACN 667 367 571. “THE CLIENT” means the client, customer, organisation or business engaging with or entering in a commercial arrangement with Ironbark Films. “SCOPE OF WORKS”, “WORK”, “DELIVERABLE”, “JOB”, “SHOOT”, “PROJECT” & “CONTENT” means work undertaken, projects created or services provided by Ironbark Films.

1.2. Dependent on payment terms outlined in quotes, a deposit may be required prior to the production date(s). Ironbark Films will issue an invoice adhering to the total amount upon completion of the work, or wherever payments are required.

2. PRICING, DISCOUNTS & PROMOTIONAL OFFERS

2.1. All fees, rates, charges, costs & pricing for services & products Ironbark Films provides are determined by Ironbark Films, and are subject to change.

2.2. Pricing is calculated on a project-basis, and fluctuates frequently based on; special agreements Ironbark Films has leveraged with contractors and service providers, guild & union rates, award rates, changes in production processes, production timeframes, and the scope of the works, travel, transport & accomodation costs, as well as the availability of crew & equipment, and is not to be disclosed to parties outside a client’s organisation without written approval from Ironbark Films.

2.3. Ironbark Films may charge a ‘Rush-Rate’ on top of standard rates for projects requiring fast turnaround e.g. expedited edits, or last-minute shoots. These rates will be outlined in the quote, or negotiated in instances where this in result of a scope change.

2.4. Ironbark Films will honour any discount or promotional offer included on any quote up until its expiration date.

2.5. Ironbark Films may advertise and/or offer discounts, promotional offers or bundle pricing at its sole discretion, but may cancel or change these at any time, without notice, explanation or justification, and is under no obligation to extend that offer on future projects.

3. QUOTING PROCESS

3.1. Should Ironbark Films issue a quote, it is representative of the estimated costings for work on a single project or service.

3.2. Ironbark Films will make all efforts possible to render all services included in the quote to the full extent that is possible for the rate that is quoted.

3.3. Where there is any change to costings, Ironbark Films will make the client aware of that change and renegotiate the quote only in events where a change is required prior to issuing any invoices.

3.4. Quotes are based on the brief or scope of works provided, and include only the existing scope of works.

3.5. All quotes issued are exclusive, and are solely available to the entity or individual named on the quote, and are not transferrable between organisations.

3.6. Clients must accept quotes on or before the expiration date. If a client chooses to accept a quote after the expiration date, Ironbark Films is under no obligation to honour the terms or pricing outlined in the quote, but may do so in a gesture of good faith.

3.7. Once a client accepts a quote, they have agreed that Ironbark Films is to complete the scope of works as outlined and Ironbark Films is under no obligation to renegotiate any aspect of what is already included, but may choose to do so as a gesture of good faith.

3.8. Any change or addition to the scope of works that is not previously quoted may result in a revised quote being issued.  Clients may either choose to proceed with the change with the new quote, or continue with the original scope with the existing quote. Clients must accept the revised quote prior to Ironbark Films agreeing to undertake the additional or changed work.

4. INVOICING & DEPOSITS

4.1. Ironbark Films will issue invoices for all work undertaken, and invoices should always be paid on or before the due date, or within Ironbark Films standard 15-day payment term.

4.2. Clients are to pay fees on or before the deadline noted on invoices. Where a client fails to make a payment on an invoice within 30 business days of the invoice date, Ironbark Films may choose to take the following actions:

• Charge a late payment fee

• Cease all work for that client, and in some circumstances other departments in their organisation, not limited to subsidiaries, affiliates or parent organisations,

• Withhold or delay delivery or the licence to distribute delivered content until the agreed payment has been made

• Engage services of a debt collection agency

• Raise a civil suit against the client to recover all costs

4.3. Invoices may be issued at different stages, depending on the requirements of the work, and the timeline for invoicing will be agreed upon by all parties prior to issuing the first invoice.

4.4. Ironbark Films may require the client to pay a deposit, which will be invoiced prior to the project start. This deposit is non-refundable, unless in exceptional circumstances as determined by Ironbark Films, or in other circumstances as outlined in these terms.

4.5. Where a client is unable to pay an invoice, Ironbark Films may offer alternative arrangements such as a deferred payment or an alternative exchange at its discretion as a gesture of good faith, however is under no obligation to do so.

5. PAYMENT

5.1. Ironbark Films can accept payment either in the form of a direct deposit, cheque, cash, or all major credit or debit cards in $AUD.

5.2. Ironbark Films does not accept split payments, or payment via EFTPOS.

5.3. A credit card surcharge may apply when processing payments with VISA, AMEX or MASTERCARD.

5.4. For direct deposits, all fees must be paid into the bank account outlined on the invoice with the job reference or invoice number denoted in the payment reference. It is the responsibility of the client to ensure the correct details have been entered during the transaction.

5.5. Payment is not marked as fulfilled by Ironbark Films until it is fully cleared by our banking partner, and transaction processing times should be accounted for by the client in meeting payment deadlines.

6. QUALITY & STANDARDS

6.1. Ironbark Films will ensure it delivers content & deliverables that meet the agreed brief and expectations of clients set at the beginning of projects, as well as any required standards set prior to quoting.

6.2. Ironbark Films will conduct a Quality Control check on all deliverables prior to delivery to ensure they meet required specifications of the intended delivery platform.

6.3. Where the quality does not meet required standards, Ironbark Films will redeliver content to meet specifications at its own expense.

6.4. Where standards are required that were not included in the initial quote, this is considered a scope change and may incur additional costs in remastering or re-delivering content.

7. PRODUCTION PROCESS

7.1. Ironbark Films will determine an approach and process to best meet a project brief, and will make every effort possible to keep projects running on time and to budget. Where projects fall outside of the proposed or agreed timeframe and budget, Ironbark Films will make the client aware and will not proceed with additional costs or charges without first communicating these with the client.

7.2. Clients must specify all technical and creative requirements before commencement of the work, and should also disclose the intended distribution platforms to allow Ironbark Films to best accomodate and meet any technical, creative or editorial requirements.

7.3. The creative style, techniques, technologies and processes in producing or creating content & deliverables is determined by Ironbark Films in consultation with the client.

7.4. Where clients have specific requirements or requests for design, brand identity, music, or anything related to the visual look and style of content, they must include this during the brief or scope discussions in pre-production to allow Ironbark Films to best meet these requirements.

7.5. The client may choose to provide brand guidelines, fonts, graphics, images, film or other assets to Ironbark Films to be included in the work, but must deliver this content, or communicate the requirements for inclusion of these assets in the first stages of post-production, or before picture-lock.

7.6. Any additional changes to the creative and/or other elements of the work produced not previously agreed upon or discussed are considered scope changes, and may result in additional costs.

7.7. Where Ironbark Films does not meet client expectations set or communicated at the beginning of a project, it will make required creative changes at its own cost.

7.8. The client can expect Ironbark Films to deliver edits on or before agreed-upon dates, and regular progress updates from Ironbark Films throughout the project. In the event where work is running behind, Ironbark Films will contact the client to discuss an appropriate solution that best meets the needs of all parties.

7.9. Ironbark Films may, at its discretion, employ or engage subcontractors, external services including specialist experts, craftspeople, and specialised equipment rental, as required to complete a project to best meet a client’s brief.

7.10. Ironbark Films does not typically place a cap on the number of edit feedback rounds, provided that feedback on edits remains within what can reasonably be expected to be undertaken within the agreed timeframe and that the feedback notes are within the bounds of the original project scope.

7.11. Where feedback or edit notes go beyond the agreed scope of a project, Ironbark Films will notify the client of this prior to undertaking changes, and issue a revised quote and may discuss a new production timeline to accomodate the additional changes.

8. CANCELLATIONS, RESCHEDULING & LOCATION CHANGES

8.1. Where any project is cancelled or rescheduled by the client, Ironbark Films will cease or hold all work of it and any sub-contractors immediately, or as soon as reasonably possible.

8.2. Ironbark Films must be made aware of any cancellation or rescheduling of shoots at least 48 hours prior to the first call time.

8.3. Ironbark Films is not required to return any deposits or funds already paid or committed if a project is cancelled, but may, at its discretion, choose to do so in a gesture of good faith, or in exceptional and extreme circumstances.

8.4. Where a deposit has not been paid on a project, Ironbark Films may charge a cancellation fee to cover any costs where it is not able to recover them, and to accomodate the time and resources already spent on that project.

8.5. Where Ironbark Films is not be able to recover all costs, it may choose to charge a cancellation fee if it is not made aware of the cancellation or schedule change within 48 hours of the call time or if employees, crew, equipment & contractors are already in transit.

8.6. If the cancellation occurs during filming or transit, especially in instances where it is an interstate, international or regional location shoot or job, it will either; transport crew, employees, equipment & contractors engaged on that project back to their origin at the client’s expense, and/or if not possible due to transport arrangements, contracts & legal agreements, and/or it is not financially viable, continue to cover costs of keeping crew, employees, equipment & contractors at the location for part of or the entire original duration of the shoot at the client’s expense if cancellation is not possible.

8.7. Where a location change is requested, Ironbark Films will do whatever is reasonably possible to accomodate that change, at the expense of the client. This is considered a scope change if it is made within 48 hours of the call time, or after crew, employees, equipment & contractors are already in transit.

8.8. Any additional expenses incurred due to a location or schedule change at the behest of the client are to be paid by the client.

8.9. Where a project is cancelled or postponed by Ironbark Films due to unforeseen misadventure on the part of Ironbark Films crew, employees, suppliers or contractors, or due to schedule clashes, availability of location, equipment or crew, or due to unforeseen circumstances, a technical breakdown, or other circumstances beyond reasonable control (Force majeure – including weather problems, natural disasters, pandemics, war, acts of God, or other situations causing the need for protecting human safety), or accidental loss of footage, assets, or content, Ironbark Films will arrange to reschedule, recreate or reshoot the work, and where this is not possible, re-negotiate the project fee, or offer either credit for a future project, a partial or full refund where any payment has been made, or a reduction or cancellation of the final fee, depending on the circumstances.

9. DELIVERY

9.1. Completed digital content will be delivered to the client via cloud sharing services as appropriate with a password or secure link, or on a hard drive. It is the responsibility of the client to download and save or keep a copy of any completed content. Clients may choose to either return hard drives to Ironbark Films or purchase the drive.

9.2. Ironbark Films will keep a master copy of any content produced up to three years from the date of completion. Ironbark Films will also ensure additional edits or changes can be made after completion of the work for one year from final delivery.

9.3. Where a client wishes to alter, repurpose, adapt or change any content delivered to it by Ironbark Films in any way that is not agreed prior to the project delivery, it must either engage Ironbark Films to make the proposed changes, or obtain written permission from Ironbark Films to make the proposed changes itself or with another party.

10. LIABILITY, INDEMNITY, WARRANTIES & INSURANCE

10.1. Ironbark Films will not be held liable for any losses arising out of events beyond reasonable control. To the maximum extent permitted by Australian law, Ironbark Films accepts no liability for any of the following, not limited to:

• Any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities.

• Loss or corruption of any data, database or software.

• Any special, indirect or consequential loss or damage.

10.2. Ironbark Films warrants that deliverables meet all agreed creative and technical requirements, and will arrange to re-deliver any content that fails to meet these requirements at no additional cost to the client.

10.3. Ironbark Films will take out all appropriate insurances and follow all legal processes required in the undertaking of the work, and will provide a safe working environment for all crew, talent, contractors & employees it engages.

10.4. Ironbark Films will assist the client in following appropriate processes in securing filming locations, or follow appropriate processes when securing the locations itself, and will obtain the necessary permissions and insurances wherever it is required.

11. COPYRIGHT, LICENSING & INTELLECTUAL PROPERTY

11.1. Ironbark Films will provide a universal license or hand over the copyright ownership to the client for deliverables to be used as intended in the initial project scope, and in perpetuity, or where this is not possible, secure the appropriate limited licenses for the required platforms and communicate the terms of these licenses to the client.

11.2. Unless explicitly agreed in writing, content and deliverables produced by Ironbark Films is the intellectual property of Ironbark Films or its contractors and contributors where other creative works, such as music, artworks, performances, or other works are included.

11.3. Ironbark Films will negotiate the most suitable licensing and copyright arrangements with the contractors, contributors, artists, services or talent it engages, to best meet the project scope.

11.4. Where Ironbark Films sources content from a library or external service - i.e. archival or stock footage, photographs or audio, it will obtain the necessary licenses on the clients behalf for the intended platforms as advised prior to delivery.

11.5. The Ironbark Films logo, and all associated branding material, is the intellectual property of Ironbark Films, and must only be used by the client in conjunction with projects produced by Ironbark Films. Permission must be obtained in writing for any other use.

11.6. Logos and trademarks of Ironbark Films’ partners & contractors are the intellectual property of their respective organisations, and must only be used in conjunction with the project they pertain to, and are not be used without explicit written permission of their respective owners.

11.7. Where specific limitations to usage or distribution apply, Ironbark Films will inform the client, and in some cases may offer alternative solutions where possible, if this limits the work from being distributed to a particular platform or region or used in a particular way.

11.8. Ironbark Films will not be held liable for licensing issues or copyright claims in instances where it has not been previously informed of a use that is beyond the original project scope.

12. PRIVACY

12.1. Ironbark Films will take all reasonable measures to ensure the privacy of its clients and all assets is maintained, and will not disclose or share any private information, data or assets to anyone without explicit written permission from the client.

12.2. Both parties must not, without explicit written permission from the other party or parties, share or disclose sensitive information, including but not limited to; supplier contacts, processes, pricing, trade secrets, legal documents, supplier details, invoices, quotes, remittance slips, any assets, or any other information that is not already publicly available, other than the agreed deliverables to any entity, organisation or individual outside of their organisation, unless it is a prerequisite in the completion of the work.

13. ENTIRE AGREEMENT

13.1. These terms and conditions constitute the entire agreement between Ironbark Films and the client unless a separate additional contractual agreement has been signed and accepted by both parties, in which case any terms in conflict with those above no longer apply.

13.2. By agreeing to a quotation, or engaging Ironbark Films to undertake work, clients acknowledge that they understand and accept these terms and conditions.