1. Definitions
In these Conditions ("Conditions"):
- (a) CultureCast means CultureCast Pty Ltd and the CultureCast.io platform.
- (b) Supplier means the person or entity providing goods, services, or creator content through or to CultureCast as specified in an Order or agreement.
- (c) Order means any purchase order, booking confirmation, campaign engagement, or service request issued by CultureCast or through the CultureCast platform.
- (d) PO Number means the unique reference number associated with an Order.
- (e) Goods means any physical goods supplied under an Order.
- (f) Services means any services supplied under an Order including creator services, marketing services, digital services, or consulting services.
- (g) Content means any digital material including video, audio, images, scripts, posts, or other media created or supplied under an Order.
- (h) Specification means the description, campaign brief, technical requirements, or service scope referenced in an Order.
- (i) Platform means the CultureCast digital platform located at culturecast.io and associated applications.
2. Acceptance and Variation of Conditions
- (a) All Orders issued by CultureCast are subject to these Conditions. These Conditions override any terms proposed by the Supplier unless expressly agreed in writing by CultureCast.
- (b) CultureCast may vary the quantity, scope, or specifications of Goods or Services to a reasonable extent following acceptance of an Order. Any such variation will be confirmed in writing and any necessary adjustment to price or delivery timelines will be agreed between the parties.
- (c) The price payable for Goods, Services or Content shall not exceed the amount specified in the Order unless otherwise agreed in writing by CultureCast.
- (d) CultureCast will not be liable for any Goods, Services, or Content supplied without a valid Order.
- (e) The Supplier acknowledges that CultureCast may rely on the Supplier's expertise where advice or recommendations have been sought.
- (f) The terms of each Order together with these Conditions form the entire agreement between the parties in relation to the relevant Goods, Services or Content ("Agreement").
3. Delivery
- (a) Goods must be properly packaged and delivered at the Supplier's risk and expense to the location specified in the Order unless otherwise agreed.
- (b) Digital Content or Services must be delivered via the CultureCast platform or another agreed delivery method.
- (c) CultureCast reserves the right to cancel an Order or any part thereof if delivery is not completed within the agreed timeframe.
- (d) If an Order is cancelled due to late delivery, CultureCast may:
- return Goods at the Supplier's expense
- recover any payments already made
- recover additional costs incurred in sourcing replacement goods or services
- (e) Goods delivered in excess of the quantities specified in an Order may be returned at the Supplier's expense.
4. Ownership
Ownership of Goods supplied under an Order passes to CultureCast upon delivery or collection, without prejudice to any right of rejection.
Ownership of Content created under an Order will be governed by the intellectual property provisions set out in these Conditions unless otherwise agreed in writing.
5. Payment
- (a) Unless otherwise specified, CultureCast will pay approved invoices by the end of the calendar month following delivery of the Goods, Services, or Content.
- (b) Any additional charges for packaging, freight, or handling must be approved in writing by CultureCast prior to delivery.
- (c) If the Supplier delivers Goods or Services earlier than requested, CultureCast may delay payment until the originally agreed payment date.
- (d) CultureCast may take advantage of any improved commercial terms offered by the Supplier to other parties where applicable.
- (e) All invoices must be submitted within 180 days of delivery of the relevant Goods or Services.
- (f) Unless otherwise specified, all prices are exclusive of GST which will be payable upon receipt of a valid tax invoice.
6. Goods, Services and Content
- (a) The Supplier warrants that Goods, Services and Content will:
- conform to the specifications stated in the Order
- be delivered with reasonable care, skill and professionalism
- be fit for the intended purpose
- (b) All Goods and Services must comply with Australian Consumer Law and all applicable regulations.
- (c) CultureCast may withhold payment for any disputed invoice pending resolution.
- (d) The Supplier grants CultureCast a non-exclusive, worldwide, perpetual, royalty-free licence to use any intellectual property arising from the Services or Content to operate, promote, and deliver services through the CultureCast platform.
- (e) Nothing in this Agreement grants the Supplier rights to CultureCast intellectual property including the platform, brand, technology, or data.
- (f) The Supplier must maintain all licences, permissions, and approvals required to provide the Goods, Services or Content.
- (g) The Supplier warrants that all Goods, Services and Content will not infringe the intellectual property rights or other rights of any third party. The Supplier indemnifies CultureCast against any claims arising from such infringement.
7. Confidentiality and Publicity
- (a) The Supplier must keep confidential all commercial, technical, or operational information disclosed by CultureCast.
- (b) The Supplier may not claim ownership of CultureCast intellectual property or the intellectual property of CultureCast clients or partners.
- (c) The Supplier must not publicly promote any association with CultureCast or its clients without prior written approval.
- (d) The Supplier must not solicit or approach CultureCast clients for services outside the platform without written consent.
8. Responsibility for Information
The Supplier is responsible for any errors or omissions in specifications, calculations, packaging, or materials supplied by them unless caused by inaccurate information provided by CultureCast.
9. Assignment and Subcontracting
- (a) The Supplier may not assign this Agreement without prior written consent from CultureCast.
- (b) The Supplier may not enter into agreements on behalf of CultureCast.
- (c) Subcontracting of any obligations requires CultureCast's prior written approval.
10. Force Majeure
CultureCast may cancel an Order if its requirements for Goods or Services cease due to events outside its control including:
- natural disasters
- strikes or industrial action
- government actions
- war or civil unrest
- infrastructure outages
11. Insurance
The Supplier must maintain appropriate insurance including:
- workers compensation
- professional indemnity
- public liability
Evidence of such insurance must be provided upon request.
The Supplier indemnifies CultureCast against claims arising from injuries or damages caused by the Supplier's employees or contractors.
12. Liability and Indemnity
- (a) The Supplier indemnifies CultureCast against any loss, claim, or damages arising from a breach of this Agreement.
- (b) CultureCast's total liability under an Order is limited to the total price of that Order.
- (c) CultureCast will not be liable for:
- indirect or consequential loss
- loss of profits
- loss of goodwill
- loss of future opportunities
- business interruption
13. Ethical Standards and Modern Slavery
The Supplier must comply with all applicable human rights laws and modern slavery legislation.
14. Anti-Bribery and Corruption
The Supplier must comply with all applicable anti-bribery and anti-corruption laws in Australia and any relevant jurisdictions.
15. Responsible Business Conduct
Suppliers must conduct their activities in accordance with CultureCast's responsible business and ethical conduct policies where applicable.
16. Termination
CultureCast may terminate an Order if:
- (a) the Supplier becomes insolvent or bankrupt;
- (b) the Supplier ceases trading;
- (c) the Supplier breaches a material term of this Agreement and fails to remedy the breach within 48 hours of notice where the breach is capable of remedy.
17. Entire Agreement
These Conditions together with any Order form the entire agreement between the parties and may only be modified in writing signed by both parties.
18. Waiver
Failure by CultureCast to enforce any provision of this Agreement does not constitute a waiver of its rights.
19. Survival
Provisions relating to:
- confidentiality
- intellectual property
- warranties
- indemnities
survive termination of this Agreement.
20. Severability
If any provision of this Agreement is found invalid or unenforceable, that provision will be severed without affecting the remaining provisions.
21. Relationship of the Parties
The parties act as independent contractors and nothing in this Agreement creates a partnership, agency, or employment relationship.
22. Governing Law
This Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of the courts of New South Wales.
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