A. Means you, personally, if you are an individual or if you are acting on behalf of an entity (within the meaning of the Corporations Act 2001 (Cth)), then that entity as described in your Order, and you warrant that you have authority to bind that entity to this Agreement (the “Client”).
1. Definitions. the following definitions apply in this Agreement, unless the context otherwise requires:
Agreement means these terms and conditions, the Order and any document expressly stated to form part of this agreement;
Applicable Laws means all applicable laws, statutes, regulations, ordinances, by-laws, codes, standards, guidelines, licences, approvals and requirements of any governmental or regulatory authority;
Client has the meaning in item (A) above.
Edited Content means any edited, mixed, mastered, enhanced or otherwise modified version of the Raw Recordings produced by or on behalf of ICC Sydney at the request of the Client.
Edited POA means any editing, production or post-production services provided by ICC Sydney on a price on application basis, as agreed in writing between the parties.
GST has the meaning given to it in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
ICC Sydney means ICC Sydney Pty Ltd (ABN 66 154 180 748) trading as ICC Sydney of 14 Darling Drive, Sydney, New South Wales 2000.
Intellectual Property Rights means all current and future copyright and neighbouring rights (including moral rights), all rights in relation to inventions (including patents), registered and unregistered trade marks, trade secrets, business names, domain names, registered and unregistered designs, circuit layouts, confidential information , and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.
Order means the Client’s written order or booking request for use of the Podcast Studio and associated services under this Agreement.
Podcast Studio means the designated ‘A Quick Yarn’ podcast recording rooms located within the Venue.
Raw Recordings means the unedited audio or audio-visual recordings captured during the Client’s use of the Podcast Studio.
Services means the provision of access to the Podcast Studio, ICC Sydney provided audio and video equipment, technical operation services, together with any additional services expressly agreed in writing.
Third Party Contractor means any sound engineer, producer, creative or other contractor engaged by the Client in connection with its use of the Podcast studio.
Venue means the International Convention Centre Sydney located at 14 Darling Drive, Sydney, NSW, 2000.
Venue Disclaimer means a disclaimer stating that content was recorded at ICC Sydney, that the content is independent of ICC Sydney, and that ICC Sydney does not endorse or take responsibility for the views expressed.
VHA means the venue hiring agreement entered between the Client and the Supplier for the hiring of the Venue for the Event.
2. Role of Supplier
2.1 ICC Sydney provides the Podcast Studio and Services for the purpose of enabling the Client to record audio or audio-visual content.
2.2 ICC Sydney’s role is limited to that of venue and technical services provider. ICC Sydney does not act as a producer, publisher, editor, distributor or platform operator in respect of any content recorded by the Client.
2.3 ICC Sydney does not exercise editorial control over Client content and does not review, approve or moderate content prior to or following recording.
2.4 All Orders are subject to availability and are not confirmed until accepted by ICC Sydney and, where applicable, payment has been received in accordance with clause 13.
2.5 ICC Sydney may cancel an Order if the Client fails to comply with this Agreement, fails to make payment when due, or breaches applicable Venue policies. To the fullest extent permitted by law, cancellation under this clause 2.5 does not entitle the Client to a refund, except where required by Applicable Laws.
3. Priority of Documents
3.1 This Agreement governs the Client’s use of the Podcast studio and the provisions of the Services.
3.2 If there is any inconsistency between this Agreement and any VHA entered into between the parties, the VHA prevails to the extent of the inconsistency only.
4. Term: This Agreement takes effect on the date ICC Sydney accepts the Order and continues for the duration of the booking specified in the Order, unless terminated earlier in accordance with this Agreement.
5. Intellectual Property
5.1 All Intellectual Property Rights in and to any content recorded by or on behalf of the Client in the Podcast Studio, including all Raw Recordings and any Edited Content, vest in and remain the property of the Client.
5.2 The provision of the Podcast Studio, Services or any Edit POA does not transfer ownership of, or grant ICC Sydney any rights in, the Client’s content.
5.3 ICC Sydney does not require any licence or other rights to use client content unless the Client expressly grants a licence in writing. Any such licence must be expressly agreed and will be limited to the purposes specified in that agreement.
5.4 Where a recording is commissioned by ICC Sydney, produced for ICC Sydney’s internal purposes, or forms part of an ICC Sydney led editorial or promotional project, ICC Sydney retains ownership of the resulting content and this Agreement does not apply to that recording.
5.5 If ICC Sydney provides audio beds, stings, templates or other production assets as part of an Edit POA, ownership of those underlying assets remains with ICC Sydney. The Client is granted the right to use the final delivered outputs incorporating those assets without restriction.
6. Services, Third Parties and Delivery
6. 1 The Services include use of the Podcast Studio and ICC Sydney provided audio and video equipment, together with the support of an ICC Sydney AV operator. The Services do not include editorial, creative, production or post-production services unless expressly agreed.
6.2 Editing, production or post-production services may be provided on a price on application basis. The scope, deliverables and delivery format will be agreed in writing prior to commencement.
6.3 The Client may engage Third Party Contractors, subject to compliance with ICC Sydney’s AV, safety and operational policies. ICC Sydney’s AV operator remains mandatory for oversight of all activities, and no external AV equipment may be introduced into the Podcast Studio.
6.4 Third Party Contractors are engaged at the Client’s risk and are deemed to act as the Client’s agent for the purposes of Venue access, conduct and compliance. ICC Sydney has no responsibility for any Intellectual Property Rights of the Third Party Contractors, confidentiality or contractual arrangements between the Client and its Third Party Contractors. Those Third Party Contractors are subject to the terms agreed by the Client under the VHA.
6.5 Raw Recordings will be delivered in accordance with the package specified in the Order. Any alternative delivery formats or edited outputs must be agreed as part of an Edit POA.
7. Content Standards and Compliance
7.1 The Client is solely responsible for all content recorded in the Podcast Studio, including compliance with all Applicable Laws.
7.2 The Client warrants that any content recorded, created or incorporated during its use of the Podcast Studio:
(a) is lawful and does not contain defamatory, misleading, deceptive, discriminatory or otherwise unlawful material;
(b) is not adversely or materially offensive, inappropriate or unsuitable for creation within a commercial venue; and
(c) does not include advertising, sponsorship or promotional material that implies by, association with, or approval of ICC Sydney, unless ICC Sydney has given its prior written consent.
7.3 ICC Sydney does not review, approve or monitor content prior to recording and does not assume editorial responsibility for client content. Responsibility for content compliance rests entirely with the Client.
7.4 If content is subsequently identified as breaching this Agreement or Applicable Laws, ICC Sydney’s rights and remedies are governed by this Agreement and any applicable VHA.
8. Third Party Materials and Rights Clearances
8.1 The Client warrants and represents that it owns, controls, or has obtained all necessary rights, licences, permissions and consents in respect of any third party materials used or incorporated into its content, including music, sound, effects, images, video, graphics, or other protected material.
8.2 Upon request, the Client must provide reasonable evidence of such rights, licences or permissions.
8.3 ICC Sydney does not clear, license, verify or obtain rights in third party materials on behalf of the Client and has no responsibility for any failure by the Client to secure appropriate rights.
9. Branding and Use of ICC Sydney Assets
9.1 Except as expressly approved in writing, the Client must not use ICC Sydney’s name, branding, logos, sonic assets, audio beds, stings, room identifiers or templates in its content.
9.2 Incidental capture of fixed room signage or venue elements does not constitute approval or endorsement by ICC Sydney branding.
9.3 Any intentional inclusion of ICC Sydney branding or co branding in client content requires ICC Sydney’s prior written approval and may be subject to additional conditions.
9.4 Where ICC Sydney provides branded assets as part of an Edit POA, ownership of those assets remains with ICC Sydney and no rights are granted beyond use in the final delivered outputs.
10. Branding and Use of ICC Sydney Assets
10.1 Where content is recorded at ICC Sydney, the Client must include a Venue Disclaimer when publishing or distributing the content.
10.2 The Venue Disclaimer must state that the content was recorded at ICC Sydney, that the content is independent of ICC Sydney, and that ICC Sydney does not endorse, approve or take responsibility for the views, opinions or statements expressed.
10.3 Responsibility for inclusion of the Venue Disclaimer rests with the Client and does not alter ownership or usage rights.
11. Damage and Responsibility for Equipment
11.1 The Client is responsible for any damage to ICC Sydney equipment, fixtures or fittings occurring during its use of the Podcast Studio, except to the extent caused by ICC Sydney’s negligence.
11.2 All equipment is subject to pre and post use condition checks by ICC Sydney. Where damage is identified, the Client is liable for repair or replacement costs.
11.3 The Client must not handle, adjust or move equipment except under the direction of the ICC Sydney AV operator.
12. Capacity, Access and Operational Restrictions
12. 1 Use of the Podcast Studio is subject to capacity limits, safety requirements and operational policies notified by ICC Sydney from time to time.
12.2 The Client acknowledges that the Podcast Studio is not fully soundproof and that ambient noise from adjacent spaces may be audible. ICC Sydney does not guarantee a silent recording environment.
12.3 No external AV equipment may be introduced into the Podcast Studio. Props or additional items may only be used with ICC Sydney’s approval and may be refused where they compromise safety, functionality or recording quality.
12. 4 Access to the Podcast Studio is restricted to persons aged 18 years and over. Persons under the age of 18 are not permitted under any circumstances.
13. Fees, Pricing and Payment
13. 1 Fees for use of the Podcast Studio and Services are charged in accordance with the pricing structure notified by ICC Sydney and specified in the Order.
13. 2 Fees may be charged on an hourly, half day or full day package basis. Additional services, including editing, post production, enhanced technical requirements or dedicated connectivity, are charged on a price on application basis.
13.3 Where the Podcast Studio is provided free of charge, this applies to room hire only unless otherwise approved in writing. AV labour and other services remain chargeable.
13.4 All fees are exclusive of GST unless stated otherwise and are payable in accordance with clause 6 of the existing short form agreement.
14. Cancellation, No Shows, and Overtime
14.1 Once an Order is confirmed, fees are payable regardless of attendance. No shows are non refundable.
14.2 ICC Sydney may, at its discretion, permit rescheduling of a booking subject to availability. Refunds are not guaranteed.
14.3 Additional charges may apply for overtime, extended sessions, early access, delayed exit, weekends or public holidays, in accordance with ICC Sydney’s standard rates.
15. Limitation of Liability
15.1 To the maximum extent permitted by law, ICC Sydney is not liable for any indirect, consequential, economic or reputational loss, including any loss of indirect profit, revenue, anticipated savings, opportunity, increase in operating costs, goodwill, reputation, or any punitive or exemplary damages, arising from or in connection with the Client’s use of the Podcast Studio or content created therein.
15.2 ICC Sydney is not liable for any claims arising from client content, including defamation, infringement of intellectual property rights, or unlawful material, except to the extent caused by ICC Sydney’s negligence.
To the maximum extent permitted by law, and without excluding, restricting or modifying any rights or remedies which cannot be lawfully excluded under the Competition and Consumer Act 2010 (Cth) (the Act) or any equivalent State or Territory legislation (including the Australian Consumer Law), the liability of ICC Sydney for any failure to comply with any consumer guarantee in respect of the Services is limited, at ICC Sydney’s option, to
(a) supplying the Services again; or
(b) payment of the cost of having the Services supplied again, with this limitation applying to the extent permitted by section 64 of the Act.
16. Indemnity
16.1 The Client agrees to indemnify, defend and forever hold harmless the ICC Sydney, its officers, employees, agents, representatives, contractors, principals and affiliated entities (within the meaning of the Corporations Act 2001 (Cth) (the Indemnified Parties) from and against all direct and indirect damage, loss, liability or claims, actions, disputes, suits, judgments arising from or in connection with:
(a) any act or omission;
(b) any content recorded, created, published or distributed by or on behalf of the Client, including claims relating to defamation, infringement or intellectual property rights, breach of confidentiality, or unlawful material;
(c) infringement of any third party Intellectual Property Rights;
(d) wilful misconduct; or
(e) a breach of this Agreement
17. Set Off. ICC Sydney may deduct, set-off, withhold or counterclaim against any amount owed to the Client under this Agreement.
18. Confidentiality and Privacy
18.1 Each party must keep confidential all confidential information of the other party obtained in connection with this Agreement and must not disclose or use that information except as permitted by law or as necessary to perform its obligations under this Agreement.
18.2 This clause 18 does not apply to information that is publicly available other than as a result of a breach of this Agreement, was lawfully obtained from a third party, or was independently developed without reference to the confidential information.
18.3 Each party must comply with the Privacy Act 1988 (Cth) in respect of any personal information handled in connection with this Agreement, and the Client agrees to comply with ICC Sydney’s privacy police available here https://iccsydney.com.au/privacy-policy/.
19. Termination
19.1 Either party may terminate this Agreement immediately by written notice if the other party materially breaches this Agreement and fails to remedy that breach within a reasonable time after receiving written notice requiring remedy.
19.2 ICC Sydney may terminate this Agreement immediately if the Client engages in conduct that, in ICC Sydney’s reasonable opinion, poses a risk to safety, breaches Venue policies, or exposes ICC Sydney to legal or reputational risk.
19.3 Termination does not affect rights accrued prior to termination and does not relieve the Client of its payment obligations.
20. Force Majeure
20.1 A party is not liable for failure to perform its obligations to the extent that failure is caused by an event beyond its reasonable control, including acts of God, natural disasters, industrial action, acts of terrorism, war, epidemic, or government direction.
20.2 The affected party must use reasonable endeavours to mitigate the effect of the force majeure event.
20.3 A force majeure event does not relieve the Client from its obligation to pay amounts due under this Agreement.
21. Relationship of the Parties
21.1 The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.
21.2 Neither party has authority to bind the other.
22. General
22.1 This Agreement may only be varied by written agreement signed by both parties.
22.2 This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations or agreements.
22.3 If any provision of this Agreement is invalid or unenforceable, it is severed to the extent of the invalidity or unenforceability and the remaining provisions continue in full force.
22.4 Clauses relating to intellectual property, confidentiality, indemnity, limitation of liability and any other clause which by its nature is intended to survive termination will survive termination of this Agreement.
22.5 This Agreement is governed by the laws of New South Wales. Each party submits to the jurisdiction of the courts of New South Wales.
22.6 A notice under this Agreement must be in writing and delivered to the address specified in the Order or otherwise notified by a party in writing.