THIS IS A STUDIO

STUDIO AND EQUIPMENT HIRE TERMS AND CONDITIONS

Welcome to This Is A Studio. It is a condition of us allowing you to book our studios or equipment that you agree to our Terms and Conditions.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHOULD NOT BOOK STUDIOS OR EQUIPMENT WITH THIS IS A STUDIO

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement the following definitions apply:

ACL means the Australian Consumer Law, being Schedule 2 of the

Competition and Consumer Act 2010 (Cth).

Agreed Delivery Media means the media type on which This Is A Studio will make the Session Files available to the Client as agreed between the Parties. If no media type has been agreed, then the Client will provide This Is A Studio with an external hard drive with sufficient capacity to store the Session Files and This Is A Studio will digitally transfer the Session Files onto the supplied hard drive.

Agreement means the agreement comprising the Booking Form and these Terms and Conditions.

Booking means a confirmed booking or which a full Booking Deposit has been received by This Is A Studio for the Client to hire the Studio and Equipment specified in the Booking Form from This Is A Studio subject to this Agreement and the Booking Form.

Booking Deposit means the amount specified in the Booking Form as the booking deposit. If no amount is specified, the Booking Deposit will calculated be as follows:

• For bookings over 3 days in length, 50% of the full Booking Fee, unless This Is A Studio agrees
• For bookings 3 days in length or under, 100% of the full Booking

Booking Fee means the fee payable by the Client to This Is A Studio specified in the Booking Form for the Booking, or if not specified, then the amount payable for the Studio and Session Equipment for the Booking Period calculated in accordance with This Is A Studio’s published or usual scale of charges in place at the commencement of the Booking Period.

Booking Form means the booking form set out below or any written quotation given by This Is A Studio and accepted by the Client (to be deemed accepted on payment of the Booking Deposit or commencement of supply) or a description of supply contained in any online booking platform, written or verbal order of the Client accepted by This Is A Studio (to be deemed accepted on acceptance of the Booking Deposit or commencement of supply).

Booking Period means the duration which the Client will use the This Is A Studio or Session Equipment.

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature.

Client means the person or entity specified on the Booking Form as entering into this Agreement with This Is A Studio.

Client Equipment means equipment controlled by, or in the possession of the Client, the Client’s Personnel, including Client Media.

Client IP means Intellectual Property owned, controlled or licensed by the Client.

Client Media means any recording media provided by the Client or Client’s Personnel including without limitation recording tape, electronic and magnetic storage devices, hard drives, flash drives, cloud storage, files and computer software incorporating media to be used in the Booking and media containing pre-recorded material.

Client Software means software (including plugins) controlled by or in the possession of the Client, the Client’s Personnel.

Client’s Personnel means any person, servant, employee, agent, contractor or third Party working with, for, or on behalf of the Client or invited by the Client to enter the Premises, Studio and/or use the This Is A Studio Equipment during the Booking including without limitation presenters, artists, musician, engineers, producers, support personnel, guests, technicians, producers or engineers organised by This Is A Studio at the Client’s request (excluding This Is A Studio Operators), media, or other persons.

Client Recordings means a recording made on equipment other than This Is A Studio Equipment and/or outside the scope of this Agreement.

Common Areas means areas used or intended for use in common with other occupants of the Premises.

Confidential Information means all confidential, non-public or proprietary information exchanged between the Parties relating to the business or affairs of each Party or which comes into a Party’s possession pursuant to, or as a result of, any negotiations or discussions in connection with this Agreement, including trade secrets, Intellectual Property, know-how, business and financial data, policies, plans, databases, Client lists, reports and the existence, nature and terms of this Agreement, quotes, discounts, whether disclosed verbally, in writing, in electronic form or by any other means.

Consequential Loss means any loss, damage, claim or expense incurred by a Party that is indirect or consequential to providing services under this Agreement, including loss or revenue, loss of profits and loss of reputation.

Consumer and Consumer Guarantees have the meaning as given to those terms by the ACL.

Copyright Act means the Copyright Act 1968 (Cth).

Corporations Act means the Corporations Act 2001 (Cth).

Credits means any credit or acknowledgement of a person or entities’ role in the making or exploitation of a Recording or materials related to a Recording.

Developed IP means Intellectual Property in the Session Deliverables.

Fees means the Booking Deposit, Booking Fee, Cancellation Fees and all other sums payable by the Client to This Is A Studio under or in connection with this Agreement.

GST has the same meaning as ‘GST’ as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property means all rights conferred under statute, common law or equity, wherever in the world subsisting, in relation to trade marks, copyright, patentable inventions and designs, whether existing now or in the future, and whether or not registered or registrable, and includes any rights subsisting in or relating to trade secrets, know how, geographical indications of origin, techniques, libraries and databases, Confidential Information, and further includes the right to apply for the registration or grant of any such intellectual property.

Laws means any requirement or any statute, rule, regulation, standard, proclamation, order in council, ordinance or by-law.

Loss means loss, damage, liability, charge, claim, injury, expense, outgoing, loss of income, payment or cost of any nature or kind, including all legal and other professional costs.

Master Recording means final masters of a recorded product produced using the Studio and This Is A Studio Equipment.

Notice means a consent, approval, waiver or other communication provided in connection with this Agreement. A Notice must be in writing unless otherwise stated in this Agreement. A Notice may be given by hand delivery, post or by email to the addresses specified in this Agreement and is effective on receipt.

Parties means the Client and This Is A Studio.

Performer’s Rights has the meaning given to it by the Copyright Act.

Premises means the premises leased by This Is A Studio and located at 693 High St, Armadale, VIC 3143.

Recording Media means the media on which the Session Files will be recorded as agreed between the Parties. If no media is agreed, then all session files will be recorded digitally on hard drives owned and provided by This Is A Studio.

Related Body Corporate has the meaning given to it in section 9 of the Corporations Act.

Representatives means This Is A Studio directors, officers, contractors, employees, consultants, partners, advisors or other affiliates.

Session Deliverables means Session Files and Master Recordings.

Session Equipment means the This Is A Studio Equipment to be used by the Client under this Agreement.

Session Files means any single or multi-track audio and/or visual recording, data programming or derivative or any one or more piece(s) of recorded sound or visual image recorded, created or used during the Booking including on the Client’s or Client’s Personnel’s mobile or other devices.

Session Footage means all audio and or audio visual material documenting the progress and/or making of the Recording in the Studio during the Booking Period including documented on the Client’s or Client’s Personnel’s mobile or other devices.

Studio Breakdown means a failure or breakdown or unavailability for any reason of This Is A StudioThis Is A Studio or Session Equipment which prevents the Client’s use of the This Is A StudioThis Is A Studio or Session Equipment in accordance with the terms of this Agreement.

Studio means the studio or studios in the Premises referred to in the Booking Form that may be accessed and used by the Client in accordance with this Agreement.

Third Party IP means Intellectual Property owned by third Parties to this Agreement.

This Is A Studio means Pot Plant Productions Pty Ltd ACN 643 291 114.

This Is A Studio Equipment means any chattel real or personal owned, leased, licenced or otherwise controlled by This Is A Studio.

This Is A Studio IP means Intellectual Property owned, controlled and/or licensed by This Is A Studio.

This Is A Studio Operators means employees of This Is A Studio who from time to time may be available or appointed to assist the Client with the Booking.

Trade Marks means all trademarks, logos and associated rights (whether registered or not) owned and/or controlled by This Is A Studio.

1.2 Interpretation

In this Agreement, unless the contrary intention appears:

• a word importing the singular includes the plural and vice versa;
• a party, includes its agents, personal representatives, successors and permitted assigns;
• a person, includes a natural person, partnership, corporation, trust, association or other body corporate;
• a time, is a reference to the time in the jurisdiction that governs this Deed; and
• the words ‘such as’ or ‘including’ are not used as words of

2. COMMENCEMENT, BOOKING DEPOSITS AND RESERVATIONS

• This Agreement commences when This Is A Studio is in receipt of cleared payment of all the Booking This Is A Studio will have no to the Client under the terms of this Agreement before this time.
• For the sake of clarity:
  • the Studios or Session Equipment will not be reserved for the Client before the payment of the Booking Deposit is received in full;

• This Is A Studio will be free to deal with the Studios, Premises and This Is A Studio Equipment as it sees fit until the Booking Deposit has been paid in full;
• The issuing of a Booking Form in no way guarantees that This Is A Studio Equipment or the Studio will be available in accordance with that Booking Form;
• Any Fees specified in a Booking Form will be valid for the length of time specified in that document, or if no time frame is specified, for 30 days from the date of that document; and
• On This Is A Studio’s receipt of the full Booking Deposit, the Booking will be confirmed, and the terms of this Agreement will apply to the

3. LICENCE

• Subject to clause 2(b)(v), the Client and the Client’s Personnel will be granted a licence during the Booking Period to use the Studio, the Session Equipment and Common Areas (Booking Licence).
• When exercising its rights under the Booking Licence, the Client and Client’s Personnel must comply with all policies, procedures, instructions and directions in place at the Premises or bought to the Clients attention by This Is A Studio’s staff from time to time.
• This Is A Studio may provide security cards, keys or other means to obtain access to the Premises (including a secure digital application for use on individual smart phone devices).
• This Is A Studio reserves the right to require any person to leave the Premises, whether they are a member of the Client’s Personnel or
• The Client will only have access to the Studio strictly during the times specified in the Booking
• This Is A Studio will retain full control and unrestricted access to all areas of the Studio, Premises, Session Equipment, This Is A Studio Equipment and Common Areas during the Booking This Is A Studio reserves the right to restrict the Client’s usage of any parts of the Studio, Premises, Session Equipment or Common Areas to cater for other activities occurring in the Premises, from time to time.
• If:
  • The Client fails to use the Studio or Session Equipment for any or all of the Booking Period;
  • The Client cancels the Booking; or
  • This Is A Studio terminates the Booking or any of its obligations under the Agreement pursuant to clause 16 below,

This Is A Studio may at its sole discretion and without any obligation to the Client, use the Studio and Session Equipment for another purpose, during the Booking Period.

3.2 Cleaning, Damage and Smoking

• Subject to the provisions of this Agreement, the Studio, and Session Equipment must be left in the condition that they were in at the commencement of the Booking This Is A Studio retains the right to charge the Client for any cleaning or repair work it deems necessary to return the Studio or This Is A Studio Equipment to the condition it was in before the commencement of the Booking Period, allowing for fair wear and tear. This includes, but is not limited to, cleaning or repairs required to studio, equipment, infrastructure, or facility, including spills, water damage, mistreatment of equipment and accidental damage.
• Smoking of any kind is prohibited throughout the The Client must ensure the Client’s Personnel do not smoke. This Is A Studio reserves the right to:
  • Charge a fee to the Client for any costs associated with cleaning or remediating any damage caused by smoking, including but not limited ash, burns and smell; and
  • Evict any person found smoking on the

4. PREMISES AND EQUIPMENT

4.1 Premises and Equipment

• The Client must protect the Premises and This Is A Studio Equipment from theft, damage or neglect at all times during the Booking Period and immediately notify This Is A Studio of any theft, damage or neglect which may come to its
• The Client must not remove, modify or attempt to repair the Studio, Premises or any This Is A Studio Equipment without the express written consent of This Is A
• The Client must comply with the safe working load (SWL) requirements of all This Is A Studio Equipment (including the SWL of 50kg applying to rigging bars forming part of the This Is A Studio Equipment).
• The Client must comply with all policies, procedures and instruction manuals relating to the usage of the Session Equipment that may be in place or bought to the Client’s attention by members of This Is A Studio’s staff from time to
• The Client must not install any software (including updates) on any Session Equipment without the express approval of This Is A
• This Is A Studio reserves the right to make any changes to any part of the Studio or This Is A Studio Equipment without notice to the We do not guarantee that any piece of equipment will be available to the Client.

4.2 Client Equipment

• The Client must not use any Client Equipment or Client Software in conjunction with This Is A Studio Equipment without the express approval of This Is A Studio, unless otherwise allowed under this Agreement.
• Subject to clause 2(a), all Client Equipment of an electronic nature bought onto the Premises for use with This Is A Studio Equipment must:
  • Be tagged and tested by a licensed competent authority in accordance with AS/NZS 3760/2010 or equivalent within six months prior to the date of its use on the Premises; and
  • Be inspected by the This Is A Studio technical support team before its
• This Is A Studio reserves the right to refuse the use of any Client Equipment or the installation of any Client Software in connection with the Premises or This Is A Studio Equipment without
• No storage facilities are available at the
• The Client must vacate the Premises and remove all Client Equipment at the end of the Booking Period, or on This Is A Studio’s termination of the Booking pursuant to clause
• If Client Equipment has not been removed from the Studio prior to the expiration or termination of the Booking Period, This Is A Studio will notify the Client to remove the If after the expiration of 7 days the equipment has not been removed, This Is A Studio is entitled to take possession of, destroy or otherwise dispose of the Client’s Equipment without further notice or warning.
• Whilst every effort is made to ensure reasonable security, This Is A Studio is not responsible for Loss, theft or damage to Client property, tapes or recording/backup media whilst on the

4.3 Recording Media and Transfers

• The Client agrees that all Session Files must be strictly recorded on Recording Media provided by This Is A Studio, unless the Client obtains approval from This Is A Studio before the date of the Booking to use its own hard drives or SD The Client agrees:
  • that it may be charged in relation to the provision of certain Recording Media, at This Is A Studio’s standard rates; and
  • where the Client requires a This Is A Studio Operator, all Session Files will be recorded and retained on Recorded Media provided by This Is A
• If This Is A Studio agrees to transfer any material from one storage device to another, This Is A Studio makes no guarantee of success and will not be liable for any Loss suffered by the Client, Client’s Personnel or any third Party, where the transfer is not successful and/or a storage device is destroyed while stored on a Premises or during the transfer process. This includes, but is in no way limited to, the destruction of tapes and other magnetic storage devices.

5. DELIVERY OF SESSION DELIVERABLES, BACKUPS AND ARCHIVE

5.1 Delivery of Session Deliverables

• This Is A Studio will make the Session Deliverables available for collection on the Agreed Delivery Media, once This Is A Studio is in receipt of cleared payment of all
• The Client agrees that it is not entitled to sell, reproduce, manufacture, promote, publicly perform, license, distribute or otherwise deal with the Session Deliverables until This Is A Studio is in receipt of cleared payment of all
• Notwithstanding any other provision of the Agreement, until such time as This Is A Studio is in receipt of cleared payment of all Fees;
  • This Is A Studio will retain legal title to, the Session Deliverables (which will remain the property of This Is A Studio); and
  • This Is A Studio will retain possession of the Session

5.2 Transfer of Title and Risk

• Once This Is A Studio is in receipt of cleared payment of all Fees, legal title to the Session Deliverables will pass from This Is A Studio to the
• If This Is A Studio stores any Session Deliverables after legal title in those Session Deliverables has passed to the Client, the Client acknowledges that:
  • The Session Deliverables will be held by This Is A Studio solely at the risk of the Client;
  • The Client will be liable to This Is A Studio for any reasonable charges as This Is A Studio may raise against the Client for the continued storage of the Session Deliverables; and
  • This Is A Studio will be entitled to serve notice on the Client requiring the Client to collect the Session Deliverables within 72 hours of the date of such notice. If the Client fails to collect the Session Deliverables within the 72 hour notice period, This Is A Studio will be entitled to destroy or otherwise dispose of or deal with the Session Deliverables without further notice or
• The Client acknowledges and agrees that all risk in the Session Deliverables will vest in the Client, once the Session Deliverables are removed from the Premises at the request of the Client (i.e. following pickup by the Client or where the Client requests for them to be delivered).
• If This Is A Studio incurs any cost in transporting the Session Deliverables to the client, the Client agrees that it may be charged in relation to the transportation of these Session Deliverables at This Is A Studio’s standard rates.

5.3 Client Backups

• The Client may make backups of Session Deliverables using Client Media provided the Client Media has first been approved by This Is A Studio’s staff in accordance with clause 4.2(b) These Client Media backups must remain on the Premises until all Fees have been paid in full.
• The Client will be responsible for the integrity of Client Media that may be used during or in conjunction with the Booking, and This Is A Studio will not be liable or responsible for any deficiency in or Loss caused by such

5.4 Archiving

• The Client may request that This Is A Studio holds Master Recordings in its This Is A Studio may archive Master Recordings at any time, but the Client will only be entitled to assume the Master Recordings have been archived if the Client has requested archives be made. This Is A Studio will not archive materials that are not Master Recordings including Session Files.
• If archiving of Master Recordings is requested, This Is A Studio will archive the material on reliable media which is commercially available at the time of This Is A Studio will take utmost care with the archiving and storing of materials but will in no way be liable for any Loss resulting from media that deteriorates, breaks, develops faults, is in a format that becomes obsolete or are otherwise not able to be accessed or used.
  
• This Is A Studio does not guarantee any applicable archives of Master Recordings can be recovered and/or
• The Client agrees that it may be charged in relation to the provision of archiving services, at This Is A Studio’s standard

6. CLIENT OBLIGATIONS

The Client is responsible for:

• Ensuring the suitability of the Studio and Equipment for the Client’s purpose;
• Ensuring the Client Equipment has been approved by This Is A Studio in accordance with clause 2;
• Ensuring that the Client Equipment is compatible with the Studio and Session Equipment;
• The technical, artistic and aesthetic quality of any Recording engineered during the Booking Period or by the Client’s Personnel;
• The cost of the hire of any Client Equipment;
• Any and all Loss suffered by the Client in respect of the Client Equipment used in connection with this Agreement (which will be at the sole risk of the Client);
• All Loss suffered by This Is A Studio or a third Party caused by any persons’ use of Client Equipment, Client Media and Client Software (including any virus damage) in connection with this Agreement;
• Any acts or omissions of the Client’s Personnel as if those acts and omissions were its own;
• Any Fee or other charge incurred by any of the Client’s Personnel on behalf of the Client;
• Complying with all applicable laws, statutes and regulations from time to time in force;
• Co-operating with This Is A Studio in all matters relating to the Booking;
• Providing to This Is A Studio in a timely manner all documents, information, items and materials reasonably required by This Is A Studio in connection with the Booking; and
• Any third Party costs incurred by This Is A Studio for or on behalf of the Client or Client’s

7. INVOICES AND FEES

7.1 Invoices

• This Is A Studio may raise invoices in respect of the Fees at any
• Unless This Is A Studio otherwise notifies in writing, all invoices raised by This Is A Studio will be due and payable by the Client within 7 days of the date of the invoice (Due Date).

7.2 Payment of Fees

• All Fees will be paid in full without any set-off, counterclaim, deduction or
• The Fees will not be reduced because of:
  • The Client’s failure to use the Studio or Equipment for any or all of the Booking Period; or
  • This Is A Studio’s termination of any or all of its obligations under the Agreement pursuant to Clause 16
• This Is A Studio may direct how payment is to be made by the Client in the Booking If the Booking Form is silent as to how payment is to be made, the Client may pay the Fees to This Is A Studio using credit card, bank transfer, EFTPOS or cash. The Client agrees that any payments made by credit card will incur a processing fee.
• This Is A Studio may suspend all or part of the services to be provided by it under the Agreement if Fees are not paid in full by their Due

7.3 Credit Card Authorisation

• On payment of the Booking Deposit, the Client will provide This Is A Studio with the details of a credit card that the Client is authorised to use (Client’s Credit Card).
• The Client authorises This Is A Studio to store the Client’s Credit Card details and deduct from the Client’s Credit Card the amount of any invoice issued under this Agreement that is outstanding for more than 30 days from the Due Date of that

7.4 Interest

‘Time is of the essence’ when making invoice payments under this Agreement. Unless otherwise agreed by This Is A Studio, interest accrues on the outstanding invoiced amount from the invoice date calculated at the prevailing Reserve Bank of Australia cash rate plus 3%. This Is A Studio will waive all interest accrued on the invoiced amount if full payment is received by the Due Date.

7.5 Debt Collection

The Client will be liable (on a full indemnity basis) to pay any fees, costs and expenses including third Party expenses incurred by This Is A Studio as a result of it or its agents engaging in debt collection activities to recover unpaid Fees, interest and any other amounts payable under this Agreement.

7.6 GST

All amounts payable to This Is A Studio under this Agreement will be in the first instance calculated exclusive of any GST. The Client agrees to pay any applicable GST to This Is A Studio on Fees due, in addition to any amount specified as payable, but only on receipt of a valid tax invoice requesting such payment.

8. THIS IS A STUDIO PERSONNEL AND OPERATORS

• The Parties acknowledge that:
  • During the Booking, This Is A Studio staff may be available to provide the Client with technical support in relation to the Booking; and
  • Where listed in the Booking Form, This Is A Studio will provide the Client with a This Is A Studio Operator to assist with technical support and operation of equipment in relation to the Booking.
• Where the Client requires additional technical support or operational assistance than otherwise provided by This Is A Studio under clause 8(a), the Client agrees that This Is A Studio may charge the Client additional Fees (for example, where the Client requires a This Is A Studio Operator to work overtime or late at night).

9. INTELLECTUAL PROPERTY

9.1 IP in Session Deliverables IP

• This Is A Studio assigns to the Client throughout the world, all rights, title and interest in and to the Intellectual Property in the Session Deliverables (Session Deliverables IP) subject to:
  • full payment of all Fees; and
  • clauses 2, 9.3 and 9.4.

9.2 Third Party IP

• The Client acknowledges that the Session Deliverables IP may incorporate Third Party
• Unless This Is A Studio advises otherwise in writing, the Client is responsible for acquiring, maintaining and complying with the terms of all relevant licences to use Third Party IP as part of the Session Deliverables IP.

9.3 This Is A Studio IP

• The Client acknowledges that the Session Deliverables IP may incorporate This Is A Studio No rights, title and interest in the This Is A Studio IP are assigned or otherwise transfer to the Client by virtue of this Agreement.
• Where the Session Deliverables IP incorporates any This Is A Studio IP, This Is A Studio grants the Client a royalty free, perpetual, worldwide, non-exclusive, transferable licence to use, modify, store, display, transmit, publish, reproduce and adapt the This Is A Studio IP as part of the Sessions

Deliverables IP. For the sake of clarity, this licence excludes the use of any Trade Marks and the Client must not use the Trade Marks unless expressly authorized in writing by This Is A Studio to do so.

9.4 Client IP

• The Client grants This Is A Studio a licence to use, modify, store, display, transmit, publish, reproduce and adapt the Client IP to enable This Is A Studio to perform its obligations under this No rights, title and interest in the Client IP will be assigned or otherwise transfer to This Is A Studio by virtue of this Agreement.
• The Client warrants that all Client IP or Third Party IP provided by the Client or the Client’s Personnel to This Is A Studio in relation to this Agreement do not infringe the Intellectual Property rights of any third Party.

9.5 Credit

• If the Client releases Credits in relation to the Master Recordings, the Client undertakes that on request it will credit and acknowledge:
  • This Is A Studio as the location the recording took place (if applicable); and
  • The This Is A Studio Operator(s) (if applicable), in the form set out in the Booking
• Notwithstanding clause 5(a), the fact that the Booking took place in the Premises or used This Is A Studio Equipment, does not imply an “endorsement” as between This Is A Studio and the Client. The Client agrees that it must not in any way imply that such an endorsement exists.

9.6 Marketing Licence

The Client grants This Is A Studio a royalty free, perpetual, worldwide, non-exclusive, transferable licence to make reference to the Master Recordings through all media for self-promotional purposes.

10. INSURANCE

• This Is A Studio will maintain public liability insurance, insurance for its premises and equipment, and workers’ compensation insurance as it deems appropriate relating to its activities and in this Agreement (This Is A Studio Insurance).
• This Is A Studio Insurance does not extend to the Client, Client’s Personnel, Client Equipment, Client Media, Client Software, Client Recordings, or any of the Client’s or Client’s Personnel’s acts, omissions, obligations, liabilities or indemnities given under or relating to this It is entirely the Client’s responsibility to ensure that it maintains insurances appropriate to its obligations under this Agreement, its business and as required by law.

11. CONSUMER GUARANTEES AND WARRANTIES

The Client acknowledges and agrees:

• Where the Client acquires This Is A Studio’s goods or services as a Consumer, This Is A Studio will provide our goods and services to the Client in accordance with any Consumer Guarantees under the ACL. Nothing in these Terms and Conditions overrides, excludes, limits or otherwise restricts any rights the Client may have under the ACL in relation to This Is A Studio’s goods or
• Where the Client does not acquire This Is A Studio’s goods or services as a Consumer, to the extent permitted by law:
  • This Is A Studio does not make any guarantees or warranties that its goods or services will be suitable or fit for any particular purpose, including the purpose for which those good or services are ordinarily provided; and
  • This Is A Studio otherwise excludes any term, condition or warranty that may otherwise be implied into these Terms and Conditions or relating to This Is A Studio’s goods or

12. THIS IS A STUDIO’S LIABILITY

• The Client acknowledges and agrees that if the Client is a Consumer, This Is A Studio’s liability to the Client for any Loss or Claim suffered as a result of This Is A Studio’s failing to comply with any Consumer Guarantees under this Agreement, is limited at This Is A Studio’s election to:
• Supplying the goods or services again; or
• Paying the cost of having the goods or services supplied
• Subject to clause 11(a), where clause 12(a) does not apply and to the extent permitted by law:
  • This Is A Studio will not be liable and excludes all liability (whether arising under this Agreement, in tort, negligence, statute or in any other way) for all Loss and Claims of any kind whatsoever directly or indirectly sustained by the Client in relation to this Agreement including from the Client using the Premises or as a result of a Cancellation or Studio
  • The Client releases This Is A Studio from all Claims the Client may have against This Is A Studio in connection with this Agreement or from the Client otherwise accessing or using the
• In the event that clause 12(b) is not enforceable for any reason, then This Is A Studio’s maximum aggregate liability arising from or relating to any claim by the Client, howsoever arising will not exceed the total Fees paid by the Client to This Is A Studio under this Agreement.
• The Client agrees that This Is A Studio will never be liable to the Client for any Consequential Loss suffered by the Client in connection with this Agreement or a breach by this Agreement by This Is A Studio.

13. CLIENT LIABILITY

The Client indemnifies This Is A Studio and Representatives, from all direct, reasonable and quantifiable Loss suffered by This Is A Studio or Representatives (whether based in negligence or any other tort, contract, statutory liability or otherwise) as a result of the Client or any Client Personnel breaching the terms of this Agreement.

14. CANCELLATION

14.1 Cancellation by the Client

The Client may cancel the Booking for ‘change of mind’ subject to the payment of the following cancellations fees which will become due immediately on cancellation:

• If cancelled more that 48 hours but less than 7 days prior to the Booking Period, 50% of Fees that would have been payable for the Booking in accordance with the Booking Form;
• If cancelled 48 hours prior to the Booking Period or any time thereafter, 100% of Fees that would have been payable for the Booking calculated in accordance with the Booking

together the Cancellation Fees.

14.2 Cancellation by This Is A Studio

• This Is A Studio may cancel a Booking at any time prior to the commencement of the Booking Period in its discretion for any operational If This Is A Studio cancels the Booking, This Is A Studio will either:
  • Attempt to reschedule the Booking to a time and date suitable to both Parties; or if no such time can be found
  • Refund in full all Fees paid by the Client for the Booking at the time of the cancellation.
• If This Is A Studio cancels a booking under Clause 14.2(a) above, This Is A Studio will not be liable for any Loss suffered by the Client except to refund the Fees paid under clause 2(a)(ii).

15. STUDIO BREAKDOWN WARRANTY

• In the event of a Studio Breakdown, This Is A Studio will at its option either:
  • Reschedule the Booking within 30 days; or
  • Cancel the Booking and provide the Client with a credit or refund of the Booking Fee in respect of the Booking (such option to be at the Client’s election).

• This Is A Studio must provide a credit or refund of the Booking Fee to the Client if the Booking is not rescheduled in accordance with clause 15(a)(i).
• If This Is A Studio cancels a booking under Clause 15(a)(ii) above, This Is A Studio will not be liable for any Loss suffered by the Client except to refund the Fees paid under clause 15(a)(ii) or clause 15(b).

16. TERMINATION

16.1 Termination Due to Cancellation

This Agreement will terminate where the Booking is cancelled by a Party in accordance with its rights under clause 15 or clause 16 and that Party has paid the applicable Cancellation Fee, refund or credit.

16.2 Termination by consent

This Agreement may be terminated by the written agreement of the Parties.

16.3 Termination for cause

• Either Party may terminate this Agreement by giving Notice with immediate effect:
  • If a Party commits a breach of any of its material obligations under this Agreement and if the breach is capable of remedy, does not remedy that breach within 14 days after receipt of Notice of the breach from the other Party; or
  • Subject to the provisions of the Corporations Act, if:
    • The Party enters into a deed of arrangement or an order is made for it to be wound up; or
    • An administrator, receiver, manager or a liquidator is appointed to the Party pursuant to the Corporations Act; or
    • If the Party may be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations
  • For clarity, the rights pursuant to clause 16.3(a)(ii) above can only be enforced in accordance with the Corporations To the extent that such rights cannot be enforced for such period as set out in the Corporations Act, they are stayed until such time they are otherwise enforceable under the Corporations Act, including but not limited to where a Court order provides that such rights can be enforced.

16.4 Effect of termination

The rights and obligations under this Agreement, which by their nature would reasonably continue beyond the expiration or termination of this Agreement, will survive the expiration or termination of this Agreement. Without limiting the generality of the foregoing, clause 3.2, clause 5, clause 6, clause 7, clause 9, clause 16.4, clause 19(b) and clause 19(e) will survive any termination or expiration of this Agreement.

17. CONFIDENTIAL INFORMATION

17.1 General

The parties acknowledge and agree that each of them must not disclose the other party’s Confidential Information to any person unless otherwise provided for in this Agreement.

17.2 Permitted disclosures

A Party must not disclose the Confidential Information of the other Party except:

• To the Representatives of the disclosing party on a ‘need to know basis’;
• With the other Party’s prior written consent, which must not be unreasonably withheld;
• As required to be disclosed by any Law; or
• As expressly permitted by this

18. ASSIGNMENT

18.1 Not permitted without consent

Subject to clause 18.2 below, a Party must not assign any right, obligation or liability under this Agreement, without the prior written consent of the other Party, except where this Agreement states otherwise.

18.2 Permitted Assignments

• The restriction contained in clause 18.1 will not apply to any Session Deliverables IP which will be assignable at the sole discretion of the
• A Party may assign this Agreement to a Related Body Corporate in its discretion or to a Third Party for the purpose of a restructuring or sale event.

19. GENERAL

The following apply:

• The additional conditions listed under the Booking Form apply to the Parties and are
• If any provision of this Agreement is determined to be unlawful, void or for any reason unenforceable, that provision will be deemed to be severed from this Agreement and will not affect the validity and enforceability of any remaining
• This Agreement constitutes the entire agreement between the Parties and cannot be altered except in writing signed by both
• This Agreement may be executed by email and in any number of counterparts and all counterparts constitute an original document and when taken together will constitute one Where execution by a Party requires more than one signature, the signatures may be on individual and separate counterparts.
• This Agreement will be governed by and construed in accordance with the laws of the state of Victoria. The Parties submit to the exclusive jurisdiction of the courts of Victoria, including for the avoidance of doubt, the Federal Court of Australia sitting in
• Except as expressly provided in this Agreement, a Party may conditionally or unconditionally give or withhold any consent or approval under this Agreement, but that consent is not to be unreasonably delayed or withheld.
• Except as expressly provided in this Agreement, the rights of a Party under this Agreement are in addition to and do not exclude or limit any other rights or remedies provided by law.
• Except as expressly provided in this Agreements, each Party must, at its own expense, do all things reasonably necessary to give full effect to this Agreement and the matters contemplated by
• No variation of this Agreement is effective unless made in writing and signed by each
• No waiver of a right or remedy under this Agreement is effective unless it is in writing and signed by the Parties granting it. It is only effective in the specific instance and for the specific purpose for which it was
• A single or partial exercise of a right or remedy under this Agreement does not operate as a waiver of prevent further exercise of that or any other right or
• Failure to exercise or delay in exercising a right or remedy under this Agreement does not operate as a waiver or prevent further exercise of that or any other right or
• This Agreement does not create any employment, partnership, agency or joint venture relationship between the parties.