1.1 The Term of the Agreement is outlined in Item 2 of the Statement of Work, unless otherwise agreed to by the parties in writing.

1.2 At any time prior to the expiration of the Term, the parties may, by mutual written agreement, elect to extend the Term of the Agreement.

2.1 We will provide the Services outlined in Item 3 of the Statement of Work.

3.1 In consideration for the provision of Services under the Agreement, you agree to pay us the Fees outlined in Item 4 of the Statement of Work, in accordance with the terms of the Agreement.

3.2 We may also charge for reasonable disbursements.

3.3 If we anticipate that there will be additional work required, that was not evident at the outset of this engagement, we will notify you and obtain your prior consent before incurring any additional costs.

4.1 You agree to pay our fees and disbursements, plus any applicable GST within 14 business days from the date of issue of our invoice.

4.2 If you default in the payment of any amount to which we are entitled, we may:

4.3 A cancellation fee of $250 will apply for cancellations within 24 hours of the scheduled shoot.

4.4 Rescheduling due to unsuitable weather (e.g. rain or winds exceeding 30 km/h) will be accommodated free of charge.

5.1 Unless expressly included, the consideration for any supply under or in connection with the Agreement does not include GST.

5.2 To the extent that any supply made under or in connection with the Agreement is a taxable supply, the recipient must pay, in addition to the consideration to be provided under the Agreement for that supply (unless it expressly includes GST) an amount equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply.

5.3 Any reference to a cost or expense in the Agreement excludes any amount in respect of GST forming part of the relevant cost or expense when incurred by the relevant party for which that party can claim an input tax credit.

5.4 For the purposes of this clause 5, GST means Goods and Services Tax imposed in Australia pursuant to the GST law under A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended or replaced from time to time.

6.1 We retain full ownership of all copyright and intellectual property rights in all materials, videos, footage, recordings, systems and other deliverables which we produce or develop for the purposes of the Agreement, or which we use to provide the Services.

6.2 Upon the payment of our fees, we grant you a non-exclusive, non-transferable, royalty-free license to use the deliverables provided to you under the Agreement for use in marketing, promotion, listings and social media.

6.3 We reserve the right to use any footage, recordings, videos and any other materials for our own use, including marketing, promotion, social media, website and portfolio.

7.1 Neither party shall not disclose to any other parties any confidential information obtained through this Agreement, except as required to perform the Services and both parties shall take reasonable efforts to maintain the security of the confidential information. For clarity, confidential information does not include information that is or becomes publicly available or has been obtained by the relevant party through another source.

7.2 You agree that all materials, videos, footage, recordings we produce or develop for the purposes of the Agreement will not be confidential information. Any sensitive material captured during the shoot will be handled with discretion and will not be used in promotional content without your prior written consent.

8.1 All drone flights will be conducted in accordance with Civil Aviation Safety Authority (CASA) regulations. We reserve the right to cancel or postpone a drone flight or shoot if conditions breach CASA guidelines or pose a safety risk. We are not responsible for any costs or losses you may incur for any delays or cancellations due to weather conditions, CASA restrictions, or unsafe conditions.

8.2 You agree that all drone flights will not proceed in rainy conditions or where wind speeds exceed 30 km/h.

8.3 You will obtain all necessary licenses, permissions, access rights and consents which may be required to enable us to perform the Services and you will bear any costs associated with obtaining these licenses, permissions, access rights and consents.

8.4 You will also ensure that you will:

9.1 You agree to indemnify and defend us and hold us harmless against all expenses, losses, damages and costs that we sustain or incur arising out of:

9.2 Our entire liability for all amounts payable pursuant to or in connection with the Agreement including all losses suffered by you arising out of or in connection with the provision of the Services and/or pursuant to the Agreement shall be limited to a maximum aggregate liability of the amount paid for the Services.

9.3 Nothing in the Agreement shall limit or exclude our liability for any matter in respect of which we cannot lawfully limit or exclude liability.

9.4 We confirm that we maintain, at our own expense, public liability insurance.

10.1 Any amendments to the Agreement will be agreed in writing between the parties.

11.1 Neither party may assign the Agreement to another party without the prior written consent of both parties.

12.1 The failure of a party at any time to require performance of any obligation under the Agreement is not a waiver of that party’s right. A waiver of any provision of, or right under, the Agreement must be in writing signed by the party entitled to the benefit of that provision or right and is effective only to the extent set out in any written waiver.

13.1 All or part of any provision of the Agreement that is illegal or unenforceable may be severed from the Agreement or modified to the extent it is necessary to make the remainder of the provisions and the Agreement enforceable.

14.1 The Agreement, including this Terms of Business and the Statements of Work:

14.2 This Agreement is structured as a services procurement agreement under which multiple Statements of Work may exist. To the extent of any inconsistency between the terms of this Terms of Business and a Statement of Work, the terms of the Statement of Work prevail.

15.1 If a dispute arises, then a party must give to the other party a written notice (Notice):

15.2 The parties must make diligent and good faith efforts to resolve the dispute as soon as practicable after one party gives a Notice to the other party. If the parties fail to resolve the dispute within 7 days after one party gives a notice to the other party, the parties may, without prejudice to their other rights, mutually agree that the dispute be referred to an alternative dispute resolution process as may be agreed between the parties.

15.3 Nothing in this clause prevents a party from applying to the court for urgent interlocutory relief or a stay of proceedings during the 7 day period referred to herein.

15.4 Each party will bear its own costs in implementing this clause, unless the parties agree otherwise, all costs, fees and expenses of an independent third party will be borne equally between the parties.

15.5 The parties acknowledge that the purpose of any exchange of information or documents or the making of any offer of settlement pursuant to this clause is to attempt to settle the dispute. No party may use any information or documents obtained through the dispute resolution process established by this clause for any purpose other than in an attempt to settle the dispute.

16.1 This Agreement will be governed by and construed in accordance with the laws of the State of New South Wales.