T & C's
These terms and conditions are the terms and conditions between you (“the Hirer”) and ALT.VFX PTY LTD (ACN 636 332 744) trading as Steelbridge Studio (“Steelbridge Studio”). By making any booking with Steelbridge Studio, you acknowledge that you have read and agree to these terms and conditions. Your conduct in making any booking and continuing to engage with us will be deemed acceptance of these terms and conditions. These terms and conditions will apply to each booking made with Steelbridge Studio, unless advised otherwise in writing by us.
BACKGROUND
A. Steelbridge Studio is responsible for the care, improvement, use, promotion and financial management of the Studio.
B. The Hirer may offer to make a Booking to hire the Studio subject to these terms and conditions by submitting a Booking Form to Steelbridge Studio.
C. Steelbridge Studio may accept or reject any offer to make a Booking by the Hirer in its absolute sole discretion.
D. Where Steelbridge Studio accepts any offer to make a Booking from the Hirer, an agreement will be formed on the terms specified in these terms and conditions.
OPERATIVE PROVISIONS
1. Definitions and interpretation
1.1 Definitions
In these Terms and Conditions, unless the context indicates or requires otherwise:
Agreement means an agreement between Steelbridge Studio and a Hirer which incorporates these Terms and Conditions;
Associated Persons means:
(a) the employees, agents and guests of the Hirer; and
(b) any other persons in any way engaged by or associated with the Hirer (other than employees or agents of Steelbridge Studio),
but for the avoidance of doubt, excludes members of the public (if any) attending the Booking;
Booking means a booking to occupy the Studio at the Booking Times on the Booking Date specified in the Booking Form;
Booking Date means the day(s) on which the Booking is to be held, being the day(s) specified on the Booking Form;
Booking End Time means the time by which the Hirer must vacate the Studio, ensure the departure of the Associated Persons from the Studio and remove all items and equipment associated with the Booking from the Studio following the conclusion of the Booking, as specified on the Booking Form;
Booking Form means a booking form in the form published by Steelbridge Studio on its website and/or by email upon request from time to time;
Booking Start Time means the time that the Booking starts, being the booking start time specified on the Booking Form;
Booking Times means the time on the Booking Date at which the Booking is to be held, being between the Booking Start Time and the Booking End Time as specified in the Booking Form;
Business Day means a day other than a Saturday, Sunday or any other day which is a public holiday or bank holiday in the place where any thing is to be done;
Catering Amount Surcharge means the surcharge specified in Item 7 of the Fee Schedule;
Early Open Fee means the fee specified in Item 2 of the Fee Schedule;
Email address means:
(a) For Steelbridge Studio, comms@steelbridge.studio; and
(b) For the Hirer, the email address specified on the relevant Booking Form;
Equipment means the equipment specified in the Equipment Schedule and supplied by Steelbridge Studio for use by the Hirer during the Booking under clause 3 and subject to the terms in clause 5 and this Agreement;
Equipment Schedule means the equipment schedule to these Terms and Conditions;
Fee Schedule means the fee schedule to these Terms and Conditions;
Fire Department Call-Out Fee means the fee specified in Item 10 of the Fee Schedule as it applies under clause 8.4;
Force Majeure means a circumstance beyond the reasonable control of a party which occurs without the fault or negligence of the party affected, and includes inevitable accident, storm, flood, fire, earthquake, explosion, peril of navigation, hostility, war (declared or undeclared), insurrection, executive or administrative order or act of either general or particular application of any government, whether de jure or de facto, or of any official purporting to act under the authority of that government, prohibition or restriction by domestic or foreign laws, regulations or policies, quarantine or customs restrictions, breakdown or damage to or confiscation of property;
Hiring Fee means the fee payable by the Hirer to Steelbridge Studio for the Licence, being calculated in accordance with the Fee Schedule;
Late Close Fee means the fee specified Item 3 of the Fee Schedule;
Licence means the Licence granted by Steelbridge Studio to the Hirer under clause 3;
Overtime Fee means the fee specified in Item 4 of the Fee Schedule as it applies under clause 12.4;
Premises means Steelbridge Studio’s premises located at 40 Wharf Street, Kangaroo Point in the State of Queensland;
Public Holiday means a day that is a public holiday in Brisbane, Queensland;
Public Holiday Surcharge means the surcharge specified in Item 6 of the Fee Schedule;
Rubbish Disposal Fee means the fee specified in Item 9 of the Fee Schedule as it applies under clause 12.3;
Standard Studio Trading Hours means the hours between 8:00am and 6:00pm on Business Days;
Steelbridge Studio means Alt.VFX Pty Ltd ACN 636 332 744 trading as Steelbridge Studio of 40 Wharf Street, Kangaroo Point in the State of Queensland;
Storage Fee means the fee specified in Item 8 of the Fee Schedule as it applies under clause 12.2;
Studio means the filming studio located within the Premises;
Studio Rates means the rates as specified in Item 1 of the Fee Schedule;
Terms and Conditions means these terms and conditions; and
Weekend Surcharge means the surcharge specified Item 5 of the Fee Schedule.
1.2 Interpretation
In the interpretation of this Agreement, unless the context otherwise requires:
(a) the singular includes the plural and vice versa;
(b) a reference to a gender includes a reference to each other gender;
(c) a reference to a person includes a reference to a firm, corporation or other corporate body;
(d) a reference to a statute, regulation, or provision of a statute or regulation includes a reference to that statute, regulation or provision as amended or re-enacted from time to time;
(e) a reference to writing includes a reference to printing, typing and other methods of producing words in a visible form;
(f) where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have corresponding meanings;
(g) headings are for ease of reference and do not affect the construction of this Agreement;
(h) a reference to a clause, paragraph, schedule or attachment is to a clause, paragraph, schedule or attachment of this Agreement;
(i) a party consists of more than one person, this Agreement binds them jointly and each of them severally; and
(j) this Agreement binds in addition to the parties, their respective legal personal representatives and successors.
2. Offer and Acceptance
2.1 The Hirer may apply to enter into an agreement with Steelbridge Studio to hire the Studio by completing a Booking Form and submitting the Booking Form to Steelbridge Studio.
2.2 Steelbridge Studio may offer to enter into an agreement with the Hirer by issuing a quotation to the Hirer to hire the Studio in response to the Booking Form (“Offer”) and the Hirer may accept any Offer by:
(a) written notice to Steelbridge Studio;
(b) making payment of any amounts requested or specified in the Offer;
(c) oral acceptance; or
(d) taking any actions which indicate an intention to accept the Offer.
2.3 Where the Hirer accepts any Offer, an agreement is formed between Steelbridge Studio and the Hirer subject to these Terms and Conditions and the Booking Form.
3. Grant of licence
3.1 Subject to the provisions of this Agreement, Steelbridge Studio grants to the Hirer a licence to use the Studio and Equipment for the purpose of conducting the Booking at the Booking Times for the use specified in the Booking Form.
3.2 This Agreement does not create a tenancy or any other relationship between the Hirer and Steelbridge Studio other than that of licensee and licensor.
3.3 The Hirer must not sub-let any part of the Studio.
3.4 The Hirer or Associate Persons must not remove any Equipment from the Studio or cause it to become under the control of persons not subject to this Agreement.
3.5 The Hirer must not access any areas of the Premises for any aspect of conducting the Booking other than the Studio, corridors for accessing the Studio and any bathroom facilities as directed by Steelbridge Studio, and any other parts of the Premises that Steelbridge Studio agrees the Hirer may access (provided that the Hirer complies with any conditions specified by Steelbridge Studio).
4. Payment of fees and other sums
4.1 In consideration of Steelbridge Studio agreeing to grant to the Hirer a Licence and authority pursuant to this Agreement, the Hirer must pay to Steelbridge Studio:
(a) the Hiring Fee; and
(b) all other sums which are payable by the Hirer to Steelbridge Studio pursuant to this Agreement,
and Steelbridge Studio may deduct such fees and other sums from any amounts paid to Steelbridge Studio in accordance with the provisions of this Agreement.
4.2 The Hirer acknowledges and agrees that:
(a) The Weekend Surcharge applies to any rates and fees incurred in relation to a Booking on a Saturday or a Sunday (unless that Saturday or Sunday is also a Public Holiday, in which case only the Public Holiday Surcharge will apply); and
(b) The Public Holiday Surcharge applies to any rates and fees incurred in relation to a Booking on a Public Holiday.
4.3 Steelbridge Studio will issue an invoice to the Hirer for the Hiring Fee once the Hirer accepts Steelbridge Studio’s Offer and the Hirer must pay that invoice within 7 days of the date it was provided to the Hirer. This Agreement is conditional upon the Hiring Fee being paid by the Hirer to Steelbridge Studio in accordance with this clause and any failure to pay the Hiring Fee by the nominated time will allow Steelbridge Studio to vacate the Booking Date.
4.4 The Hirer must pay a deposit equal to twenty-five percent (25%) of the Hiring Fee to Steelbridge Studio prior to the Hirer accessing the Studio.
5. Equipment
5.1 In exchange for payment made by the Hirer to Steelbridge Studio in accordance with clause 4 above, Steelbridge Studio shall provide the Equipment for use of the Hirer during the Booking.
5.2 Steelbridge Studio shall at all times be the sole owner of the Equipment and the Hirer shall not have, or at any time acquire any right, title or interest in the Equipment except the right to use the Equipment in accordance with this Agreement.
5.3 Steelbridge Studio warrants that the Equipment shall be fully functioning and without any known defects at the time of the Booking.
5.4 The Hirer must:
(a) at its own expense engage a competent person to operate the Equipment;
(b) comply with all the reasonable instructions and directions of Steelbridge Studio and all operating procedures, technical specifications and all instructions and directions in any manual pertaining to such Equipment;
(c) ensure that the Equipment is used and maintained in accordance with the manufacturers specifications;
(d) immediately notify Steelbridge Studio of any damage or defect in the Equipment as soon as evidence of such damage or defect becomes known to the Hirer; and
(e) leave the Equipment at the Booking End Time in good working order and condition.
5.5 In the event of any damage to the Equipment caused by any act, error or omission of the Hirer or Associated Persons, Steelbridge Studio may undertake all appropriate repairs and the Hirer must on demand pay to Steelbridge Studio the cost of such repairs or at Steelbridge Studio’s discretion, Steelbridge Studio may require the Hirer to cause any damage to be repaired at the cost of the Hirer and using such authorised and suitably qualified personnel as Steelbridge Studio in its discretion considers appropriate.
5.6 The Hirer agrees that in the event of any loss or damage caused to the Equipment in breach of this Agreement by the Hirer or Associated Persons, the value of the Equipment shall be the current replacement cost of the Equipment, plus applicable sales or use taxes and applicable freight charges.
6. Cancellation or postponement of the Booking
6.1 The Hirer must confirm its Booking with Steelbridge Studio and specify any special requirements for its Booking (including but not limited to any matters that require the prior consent of Steelbridge Studio under clause 8.4) by email to Steelbridge Studio at least three (3) Business Days prior to the Booking Date.
6.2 If for any reason (including events beyond the Hirer’s control, but excluding any default on the part of Steelbridge Studio), the Hirer is unable to proceed with the Booking on the Booking Date:
(a) the Hirer must immediately notify Steelbridge Studio in writing of that fact;
(b) subject to paragraph 6.1(d), the Hirer’s liability to pay the Hiring Fee under clause 4.1 must be as follows:
(i) if the cancellation is notified at least 3 Business Days prior to the Booking Date, the Hirer must pay the Hiring Fee to Steelbridge Studio and Steelbridge Studio will provide the Hirer with a credit equal to the value of the Hiring Fee; and
(ii) if the cancellation is notified less than 3 Business Days prior to the first Booking Date, the Hirer must pay the Hiring Fee to Steelbridge Studio and will not be entitled to any refund or credit;
(c) Steelbridge Studio may refuse to provide the Hirer with the Studio on the relevant Booking Date or at the Booking Times and is entitled to grant the licence and authority to use the Studio on those dates and at those times to any other person; and
(d) where both parties agree to the Booking being moved to another date, all of the Hiring Fee will be retained by Steelbridge Studio and applied to the alternate booking.
6.3 Where the Hirer is unable to conduct the Booking at the Booking Times on the Booking Date due to any law, regulation or direction of any regulatory body related to the virus known as COVID-19 and Steelbridge Studio is entitled to payment of the Hiring Fee under clause 6.1(b)(ii), Steelbridge Studio will provide the Hirer with a credit equal to the value of the Hiring Fee, subject to the Hirer complying with all reasonable requests for information and/or written evidence from Steelbridge Studio and otherwise making payment of the Hiring Fee.
6.4 Nothing in this clause creates any obligations for Steelbridge Studio to issue a credit for an amount which exceeds the amount actually received by Steelbridge Studio as payment of the Hiring Fee.
6.5 Steelbridge Studio may elect to issue a credit to a Hirer who is not otherwise eligible for a credit under this clause 6 in its own absolute unfettered discretion.
6.6 Any credit provided by Steelbridge Studio under this clause:
(a) entitles the Hirer to apply that credit towards the payment of the Hiring Fee for a Booking;
(b) is not redeemable for cash or able to be exchanged for any other benefit whatsoever;
(c) is personal to the Hirer and may not be assigned or applied towards any Booking for any other Hirer; and
(d) is valid for a period of 12 months from the date the credit is issued.
7. Warranties of the Hirer concerning the Booking
7.1 The Hirer warrants, at the time of entering into this Agreement and at all times during the continuance of this Agreement that:
(a) the Hirer has properly informed itself as to the suitability of the Studio and Equipment for the Booking and has not relied upon any representation or advice of Steelbridge Studio, its employees or agents;
(b) it has the financial, technical, commercial and legal capacity to conduct the Booking in accordance with information provided to Steelbridge Studio;
(c) it has and will continue to provide all relevant information to Steelbridge Studio pertaining to the Booking to enable Steelbridge Studio to comply with its obligations under this Agreement;
(d) the Booking will not cause any damage to the Studio or Equipment or to the reputation or standing of Steelbridge Studio;
(e) it has obtained all necessary authorisations, licences, consents, releases and waivers from third parties to enable the Booking to be promoted and conducted;
(f) the presentation of the Booking will not infringe the intellectual property rights of any third party;
(g) it will not do anything which will bring Steelbridge Studio into disrepute or make adverse comments about Steelbridge Studio in the media; and
(h) it will not use the Studio or the Equipment for any of the following:
(i) the production of any X-rated or pornographic materials;
(ii) any acts which are unlawful; or
(iii) any acts which are likely to negatively impact the reputation of the Studio or Steelbridge Studio, or otherwise decrease the likelihood that upstanding members of the public will want to hire the Studio if they were aware that those acts had been performed in the Studio.
8. Hirer’s obligations concerning presentation of the Booking
8.1 The Hirer must:
(a) conduct the Booking on the Booking Date and at the Booking Times;
(b) observe and comply, and ensure that all Associated Persons observe and comply with:
(i) any rules and regulations made or adopted by Steelbridge Studio for use and operation of the Studio and Equipment;
(ii) the provisions of all industrial agreements, awards and determinations governing any person engaged or employed by the Hirer in connection with the Booking; and
(iii) the provisions of any statutes, regulations, by-laws or other requirements (including censorship laws) of any government, municipal or statutory authority applying to the Studio;
(c) ensure proper supervision of all Associated Persons; and
(d) provide an authorised and responsible representative on site who will co-ordinate all communications with Steelbridge Studio and be contactable for the duration of the Booking.
8.2 The Hirer must not use and must ensure that the Associated Persons do not use the Studio or Equipment for:
(a) any purpose other than for the purpose specified on the Booking Form; or
(b) any purpose which in Steelbridge Studio’s opinion constitutes a nuisance or a danger to any other person.
8.3 The Hirer must not and must ensure that the Associated Persons do not bring into the Studio any confetti, glitter or glitter bombs, snow machines, party poppers, powder dust or any other similar substances, whether manually dispersed or by a discharge mechanism.
8.4 The Hirer must not and must ensure that the Associated Persons do not without the prior written consent of the Steelbridge Studio:
(a) bring into the Studio any firearms, explosives, inflammable liquids, hazardous materials, drugs or alcoholic beverages (whether for sale or supply) or any other goods or services for the purpose of sale or supply;
(b) bring into the Studio any smoke machines, misters, hazers, foggers, foamers, oilcrackers, dry ice or fluid, dry density machines, pyrotechnics or similar atmospheric altering equipment, without the specific prior written approval of Steelbridge Studio (and the Hirer agrees that activation of any smoke detectors in the Premises as a direct result of any non-approved activity generated by the Booking will be charged to the Hirer as the Fire Department Call-Out Fee);
(c) remove any signage, logo or other representation;
(d) suspend any object or thing from the roof of the Studio;
(e) install or use or bring into the Studio any fittings or electrical installation for the staging of the Booking; or
(f) bring into the Studio any equipment or item which by reason of its weight or vibration resulting from its operation could in the opinion of Steelbridge Studio cause damage to the floor, the roof or to other parts or services of the Studio.
8.5 The Hirer acknowledges that the Studio is a non-smoking venue and smoking not permitted anywhere in the Studio.
8.6 The Hirer must not do anything by which:
(a) any authorisation or licence in force in respect of the Studio may be forfeited, suspended or not renewed; or
(b) any member of the police force or emergency services or any employee or agent of Steelbridge Studio is obstructed in the exercise of their duties at the Studio.
8.7 The Hirer:
(a) must conduct and manage the Booking in a proper and orderly manner;
(b) must not engage in and must ensure that Associated Persons do not engage in any riotous, disorderly, drunken, improper or unlawful conduct or any conduct prohibited by this Agreement;
(c) agrees that Steelbridge Studio, its employees and agents may refuse admission to or remove any person from the Studio, including any of the Associated Persons at any time, regardless of whether the Booking is in progress or the Associated Persons are in any way essential to the Booking; and
(d) must instruct the Associated Persons on the appropriate conduct on their part necessary to avoid a breach of this clause.
8.8 The Hirer must and must ensure that the Associated Persons:
(a) use the Studio and the Equipment in a safe and proper manner so as not to create any risk of injury or damage to person or property;
(b) comply with all reasonable directions of Steelbridge Studio in connection with the safe and proper use of the Studio and the Equipment;
(c) refrain from marking, painting, drilling into or otherwise defacing any part of the Studio or making any alteration or fixing any item to the structure, fittings, decorations or furnishings of the Studio or the Studio Facilities without the prior approval of Steelbridge Studio;
(d) comply with Steelbridge Studio’s directions concerning all equipment brought into the Studio;
(e) do not block or obscure emergency exits, emergency lights or fire protection equipment; and
(f) do not exceed the floor loading notified by Steelbridge Studio within the Studio.
8.9 The Hirer is responsible for any equipment it brings into the Studio including any equipment supplied by a third party for the Booking and Steelbridge Studio must have no liability to the Hirer for any loss of or damage to any such equipment unless such loss or damage is caused by the wilful negligence of Steelbridge Studio.
9. Damage to the Studio
9.1 The Hirer must report to Steelbridge Studio any damage to the Studio or Equipment or any other equipment, facilities and services provided by Steelbridge Studio sustained during use by the Hirer, any Associated Person or any persons attending the Booking immediately upon becoming aware of the damage.
9.2 The Hirer must pay to Steelbridge Studio the cost of repairing and making good any damage of the type referred to in paragraph 9.1 (unless caused by the negligence of Steelbridge Studio, its employees or agents) including the cost of labour and materials and replacement equipment and must if required by Steelbridge Studio itself repair and make good any such damage.
9.3 The Hirer must pay to Steelbridge Studio the amount of any revenue which Steelbridge Studio calculates to have been lost by reason of any damage of the type referred to in paragraph 9.1 or the repairing and making good of any such damage.
10. Catering
10.1 The Hiring Fee does not include any food, beverages or catering services and nothing in this agreement obligates Steelbridge Studio to provide any food, beverage or catering services without Steelbridge Studio’s agreement prior to the Booking.
11. Rights of Steelbridge Studio in respect of the Booking
11.1 Steelbridge Studio reserves for itself the right:
(a) to have access to all areas of the Studio and Equipment at all times for the purpose of carrying out its normal duties;
(b) to determine in its absolute discretion acceptable sound limits in respect of the Booking, including without limitation, for music, videos and amplified noise;
(c) to refuse admission to or to remove from the Studio at any time any Associated Person;
(d) to suspend, control or cancel the Booking if in the reasonable opinion of Steelbridge Studio it is not in accordance with this Agreement;
(e) to take all actions and make all directions relating to the use of the Studio and the Equipment by the Hirer or the Associated Persons as it deems necessary; and
(f) to suspend or cancel any Booking if in the opinion of Steelbridge Studio it is necessary to vacate the Studio in order to avoid exposing any person to danger or if directed by the police, fire brigade or any other relevant authority.
11.2 The Hirer agrees that it will comply with any reasonable directions made by Steelbridge Studio in exercising the rights reserved under clause 10.1.
12. Representations
12.1 Under this Agreement, the Hirer forever abandons and discharges any present or future claim, right or remedy against Steelbridge Studio and releases Steelbridge Studio from any present or future claim, right or remedy arising directly or indirectly in respect of or from:
(a) any statement, representation, term, warranty, condition, promise or undertaking made, given or agreed to in the course of communication or in any negotiation, arrangement or understanding with respect to the subject matter or any term of this Agreement, whether:
(i) oral, written or implied; or
(ii) made, given or agreed to before or during the making of this Agreement; and
(b) any conduct in relation to any prior negotiation, arrangement, understanding or agreement with respect to the subject matter or any term of this Agreement, whether the conduct occurred before or during the making of this Agreement.
13. Clearance of the Studio Facilities
13.1 The Hirer and Associated Persons must vacate the Studio and remove all of the Hirer’s equipment by the Booking End Time in respect of the Booking and must at the Hirer’s expense make good any damage to the Studio or Equipment caused by the removal of the Hirer’s equipment. The Hirer must leave the Studio and Equipment in a clean, safe and proper condition and otherwise arrange any furniture and Equipment in the Studio in the same arrangement as at the commencement of the Booking.
13.2 Where the Hirer fails to remove its equipment, Steelbridge Studio may store such equipment at the Hirer’s risk and dispose of such equipment where the Hirer fails to collect such equipment within 14 days of the Booking End Time on the following terms:
(a) Where the Hirer’s equipment is capable of being stored in the Studio’s storage cage, the Hirer must pay the Storage Fee to Steelbridge Studio for each day or part thereof that the Hirer’s equipment is stored by Steelbridge Studio; and
(b) Where the Hirer’s equipment is not capable of being stored in the Studio’s storage cage and must be stored in the Studio in a manner that prevents the Studio from being used for other Bookings, Steelbridge Studio may elect to charge the Hirer a Hiring Fee for the time that the Studio from being used for other Bookings.
13.3 Where the Hirer fails to leave the Studio and Equipment in a clean, safe and proper condition, Steelbridge Studio may engage commercial cleaning services charge the Hirer and charge the Hirer for the cost of those commercial cleaning services.
13.4 If the Hirer leaves any excess rubbish or packaging at the Studio, the Hirer must pay the Rubbish Disposal Fee to Steelbridge Studio.
13.5 Where the Hirer fails to vacate the Studio within the time prescribed in the Booking Form, the Hirer must pay an additional Overtime Fee calculated in accordance with the Fee Schedule in minimum increments of one hour.
14. Insurance
14.1 The Hirer must not do or permit any of the Associated Persons to do anything which would render in any way unenforceable against the insurer any insurance effected by Steelbridge Studio.
15. Indemnity
15.1 Subject to paragraph 14.2, the Hirer agrees to indemnify, to keep indemnified, and save harmless Steelbridge Studio, its employees and agents, from and against all claims, demands, actions, damages, costs, losses and expenses of any nature whatsoever (“Claims”) which may be incurred directly or indirectly by reason of or in relation to the use of the Studio or the Equipment by the Hirer or the Associated Persons, including without limitation, Claims arising out of or in connection with any breach by the Hirer of this Agreement or breach of a third party’s intellectual property rights.
15.2 The Hirer’s obligations in paragraph 14.1 do not apply to the extent that any Claim arises out of any act or omission of Steelbridge Studio or any of their respective employees, agents or contractors.
15.3 Steelbridge Studio must not be liable to the Hirer or any Associated Persons for any damage to or loss of property which the Hirer fails to remove at the Booking End Time or any courier delivery intended for the Hirer or Associated persons.
15.4 Steelbridge Studio must not be liable to the Hirer for any loss of life, personal injury or damage to or loss of property which may be suffered or sustained at the Studio for any cause whatsoever, save where any such death, injury or damage results from a negligent act or omission of Steelbridge Studio, its agents or employees.
15.5 The Hirer agrees to occupy and use the Studio and Equipment at its own risk and releases Steelbridge Studio from all claims and demands of any kind and from any liability which may arise in respect of any accident, damage or injury occurring to any person or property in or about the Studio, unless caused by a negligent act or omission of Steelbridge Studio (except where acting on instructions of the Hirer).
16. Default
16.1 If at any time:
(a) the Hirer commits a breach of any condition of this Agreement;
(b) the Hirer is or becomes insolvent;
(c) the Hirer (not being a company) becomes bankrupt;
(d) the Hirer (being a company):
(i) goes into liquidation (other than a voluntary liquidation for the purposes of reorganisation); or
(ii) is placed under official management or an administrator, receiver, manager or receiver and manager of any of its assets is appointed;
(e) in Steelbridge Studio’s opinion, there is a likelihood that damage may be caused to the Studio or the Studio Facilities by any of the Associated Persons or by the Hirer exercising its rights under this Agreement;
(f) in Steelbridge Studio’s opinion, the manner in which the Hirer or any of the Associated Persons is using or proposes to use the Studio or the Studio Facilities is likely to injure or prejudice the reputation of Steelbridge Studio or the Studio or is in Steelbridge Studio’s opinion, after obtaining legal advice, illegal; or
(g) the Hirer is unable to proceed with the Booking,
then despite any prior waiver, or indulgence granted by Steelbridge Studio to the Hirer, Steelbridge Studio may, after providing a reasonable opportunity to the Hirer to remedy the default (if, in the opinion of Steelbridge Studio, the default is capable of being remedied), terminate this Agreement by giving the Hirer notice in writing, whereupon this Agreement and any licence granted to the Hirer must be at an end but without prejudice to any right or remedy of Steelbridge Studio for any breach by the Hirer of this Agreement.
17. GST
17.1 For the purpose of this clause, unless the context otherwise requires:
(a) Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended;
(b) GST has the meaning given in Section 195-1 of the Act; and
(c) Where any other term is used in this clause which is defined in the Act, it must have the same meaning which it bears in the Act.
17.2 If GST is payable in respect of payments made by the Hirer to Steelbridge Studio under this Agreement, the amounts payable will be increased by the amount of the GST, provided that:
(a) Steelbridge Studio is registered for the purposes of GST; and
(b) Steelbridge Studio will provide the Hirer with a GST invoice.
17.3 All stamp duties and governmental charges arising out of or incidental to this Agreement are the responsibility of and must be paid by the Hirer.
18. Governing law
18.1 The law of this Agreement is the law of the State of Queensland and the Commonwealth of Australia.
18.2 The parties submit themselves to the jurisdiction of the courts of Queensland and the Commonwealth of Australia for all proceedings arising from this Agreement.
19. Waiver
19.1 A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right.
19.2 The exercise of a power or right does not preclude its future exercise or the exercise of any other power or right.
20. Variation
The variation or waiver of a provision of this Agreement, or a party’s consent to a departure from a provision by another party, must be ineffective unless in writing, executed by the parties.
21. Entire agreement
This Agreement contains the entire understanding of the parties relating to the subject matter of this Agreement but may be amended by agreement in writing of the parties.
22. Assignment
22.1 The Hirer must not assign its interest in the subject matter of this Agreement or any right under this Agreement without the prior written consent of Steelbridge Studio.
22.2 Steelbridge Studio may assign its interest in the subject matter of this Agreement or any right under this Agreement by written notice to the Hirer.
23. Force Majeure
23.1 The obligations of a party, other than the obligation to pay money, must be suspended during the time and to the extent that the party is prevented from or delayed in complying with that obligation by Force Majeure.
23.2 A party affected by Force Majeure must:
(a) as soon as possible after being affected give to the other party full particulars of the Force Majeure and the manner in which the Force Majeure affects its performance of this Agreement; and
(b) promptly and diligently take appropriate action to enable it to perform the obligations prevented or delayed by Force Majeure except that the party is not obliged to settle a strike, lockout or other labour difficulty.
23.3 The parties must use reasonable endeavours to remove or mitigate any Force Majeure at the earliest possible time.
23.4 Any party that has been affected by a Force Majeure must give notice to the other party as soon as possible after the Force Majeure ceases to affect the party.
24. Notices
24.1 All notices must be in writing and be given by any one of the following means:
(a) by email to the other Party’s Email Address;
(b) by delivering it to the business address of the party on a business day during normal business hours; or
(c) by sending it to the address of the party by registered post.
24.2 A notice is deemed to be given and received:
(a) if given in accordance with clause 23.1(a):
(i) Where the email is transmitted before 4:00pm in the place of delivery, on the day of delivery in the place of delivery; and
(ii) Where the email is transmitted after 4:00pm in the place of delivery, on the next Business Day occurring after the day of delivery in the place of delivery;
(b) if given in accordance with clause 23.1(b), on the day of delivery in the place of delivery; and
(c) if given in accordance with clause 23.1(c), five (5) clear Business Days after the day of posting in the place of delivery.
25. Dispute Resolution
25.1 Each party expressly covenants and agrees that it will not commence any arbitration or court proceedings (except proceedings seeking interlocutory relief) in relation to any right, obligation or breach arising from this Agreement, or any other disagreement with any other party in relation to this Agreement, unless it has complied with this clause 24.
25.2 A dispute relating to or arising out of this Agreement (“Dispute”) exists when a Party gives written notice (“Dispute Notice”) to the other Parties that there is a Dispute, setting out in detail the matter which is the subject of the Dispute.
25.3 When a dispute exists:
(a) the chief executive officers of each Party (or their nominees) will meet to discuss a resolution of the Dispute. If these persons resolve the Dispute, then the resolution will be set out in a statement signed by the chief executive officer of each Party; and
(b) if there is no resolution of the Dispute within 10 Business Days or such longer period as agreed in writing by the Parties after the Dispute Notice has been given to all Parties (“Notice Date”) then the Dispute must be referred to mediation in accordance with, and subject to, The Resolution Institute Mediation Rules. Such mediation is to be conducted by a mediator who is independent of the Parties and appointed by agreement of the Parties or, failing agreement within 7 days of Notice Date, by a person appointed by the Chair of Resolution Institute, or the Chair’s designated representative.
25.4 All mediation proceedings are to be held online via Zoom calls or using similar video conferencing facilities unless otherwise agreed by the Parties.
25.5 If there is no resolution of the Dispute within 30 Business Days of the Notice Date, then any party may commence legal proceedings in any court or tribunal in respect of any matter that is the subject of a dispute.
25.6 The costs of dispute resolution will be as follows:
(a) the costs and disbursements of the mediator will be paid equally by the Parties; and
(b) each Party will pay its own costs and disbursements in respect of any procedure referred to in clause 24.3.
25.7 Notwithstanding the foregoing provisions of this clause 24, pending the resolution of any Dispute, the Parties must continue to perform their respective obligations under this Agreement without delay except for where:
(a) a Party has acted reasonably and bona fide in relation to the Dispute (including without limitation in respect to its subject matter and the circumstances giving rise to it); and
(b) that Party’s obligations relate to the subject matter of the Dispute, or matters necessarily dependent on the subject matter of the Dispute, and those obligations cannot be performed until the Dispute has been determined.