Terms and Conditions
Browsebase Pty Ltd trading as Captive Media
Effective date: April 21, 2023
These Terms and Conditions apply to services provided by Browsebase Pty Ltd trading as Captive Media (“Captive Media”, “we”, “us” or “our”) to the client identified in our Proposal (“you” or “your”).
Our services include video production, photography, event coverage, interviews, creative development, campaign content, editing, post-production and other creative and production services agreed in writing.
1. Agreement and acceptance
Our agreement consists of the accepted quotation, proposal or statement of work (“Proposal”), these Terms as supplied or linked before acceptance, and any subsequent changes agreed in writing.
Unless otherwise stated, Proposals remain open for acceptance for 30 days. You accept a Proposal by confirming acceptance in writing, paying the requested deposit, or instructing us to commence the quoted work after receiving the Proposal and these Terms.
Requesting a quotation does not itself commit you to purchasing services.
If documents conflict, an expressly agreed written variation takes priority, followed by the Proposal, then these Terms, to the extent of the conflict.
Anyone accepting a Proposal or giving instructions on your behalf must be authorised to do so.
“Written” includes email and communications through an agreed project platform. “Business days” exclude weekends and public holidays in Melbourne, Victoria. Other references to days mean calendar days.
2. Scope of services
We will perform the services with reasonable professional skill and care, in accordance with the agreed scope and brief.
The Proposal will describe the services, deliverables, fees and relevant arrangements. Depending on the engagement, it may specify quantities, duration, formats, production time, creative direction, intended uses, milestones and deadlines.
Reference material and instructions form part of the scope where identified in the Proposal or subsequently incorporated by written agreement.
Where requirements are unclear or inconsistent, we will seek clarification before proceeding with affected work.
Additional services or deliverables require agreement under clause 5.
We may engage appropriately skilled contractors to assist with the services and remain responsible for the work we agree to provide.
3. Client responsibilities
You must provide the materials, information, access, instructions and approvals reasonably required for the project within the agreed timeframes.
Please nominate a principal contact authorised to provide consolidated instructions, feedback and approvals.
You are responsible for the accuracy and lawfulness of materials and claims you supply. Independent fact-checking, legal review and other specialist advice are included only where expressly agreed.
You must have the rights and permissions necessary for us to use your supplied materials for the agreed purpose. We are responsible for obtaining the corresponding rights for materials we supply.
Responsibility for talent releases, location permissions and other production approvals will be allocated in the Proposal. Where no allocation is specified, each party is responsible for the people, locations and materials it arranges.
We remain responsible for errors we introduce and for performing our agreed responsibilities.
4. Creative approach and approvals
Creative services involve professional judgement. Where the brief leaves a matter open, we may make reasonable creative choices consistent with the agreed purpose and direction.
A difference in personal preference does not, by itself, mean that the services fail to meet the agreement.
Where appropriate, we will submit concepts, scripts, treatments, samples or draft work for approval before further production.
Approval authorises us to rely on the approved material and identified creative choices when carrying out subsequent work. Changes to those choices may require a variation.
An approval applies to the material and features submitted for that approval. It does not confirm approval or delivery of other work.
We remain responsible for meeting the agreed scope and correcting defects for which we are responsible.
5. Changes and additional work
Changes to the agreed scope may affect fees, timing and production arrangements.
Additional work may include:
Extra deliverables, versions or formats.
Increased content volume or production time.
Additional filming, photography or editing.
A new creative direction.
Changes to previously approved material.
Services or technical requirements outside the agreed brief.
Before undertaking additional work, we will explain the proposed change, its fee or charging basis, and any anticipated schedule impact. Your written approval is required.
If a proposed change is not agreed, the existing scope continues where practicable. We will discuss any affected work that cannot reasonably proceed.
Work already included in the scope, and corrections required because our work does not meet the agreement, are not chargeable variations.
6. Feedback and revisions
Unless the Proposal states otherwise, each final deliverable includes two rounds of minor revisions.
A revision round consists of one consolidated set of feedback followed by implementation of the agreed changes. Minor revisions are adjustments within the approved brief, such as small changes to wording, timing, colour, placement or audio levels.
Substantial reworking, new concepts, changes to approved material or additional production may require a variation.
Corrections required because our work does not meet the agreement do not count towards the included revision allowance.
Please provide feedback within 10 business days after receiving accessible review material, unless a different period is agreed. The review period must be reasonable having regard to the quantity and complexity of the work.
Delayed feedback may require a reasonable adjustment to the production timetable. Clause 12 applies where a requested response remains outstanding for 30 days.
Silence alone does not constitute approval. Review periods do not limit rights under applicable law.
7. Timing and production arrangements
The Proposal will identify relevant dates and distinguish fixed deadlines from estimates.
Timing depends on the agreed scope and the timely provision of required materials, access and approvals. Where no completion time is agreed, we will perform the services within a reasonable time.
Each party must promptly advise the other of circumstances likely to materially affect the schedule and take reasonable steps to minimise disruption.
Client delays and agreed variations may justify a reasonable extension to affected dates. We will explain the basis of any revised timetable. Changes to fixed deadlines otherwise require agreement, subject to clause 16.
For filming, photography and event work, you must provide agreed access, schedules and venue arrangements and disclose known hazards or restrictions.
We may pause affected work where reasonably necessary to address a safety risk.
Coverage depends on the agreed brief and the access and conditions reasonably available. We will use reasonable care to capture the agreed material and advise of material limitations.
Additional attendance, overtime and rescheduling charges require an agreed rate or written approval.
8. Fees, deposit and payment
All amounts are in Australian dollars. The Proposal will state the GST treatment and total payable, including GST where applicable. Prices will be displayed as required by law.
Unless the Proposal specifies otherwise:
A 20% deposit is payable on acceptance, before work commences or production bookings are confirmed.
The remaining 80% is invoiced when the agreed work is complete and available for final review, or on completion of services without reviewable deliverables.
Invoices are payable within 14 days.
Unwatermarked final files are released promptly after payment of amounts properly due for those deliverables.
Where payment is required before final file release, we will provide a reasonable opportunity to inspect the completed work through review copies or another suitable method.
Larger or ongoing engagements may have progress payments or a different billing schedule, as set out in the Proposal.
The deposit is a part-payment credited towards the project price. Any amount retained following cancellation is assessed under clause 10.
Additional expenses, third-party purchases and variations must be approved before they are incurred.
9. Overdue and disputed payments
If you dispute an invoice, please promptly identify the disputed amount and explain the reasons. Both parties will work in good faith to resolve the issue.
Undisputed amounts remain payable, subject to any lawful right to withhold payment.
Where an undisputed amount remains unpaid for more than five business days after its due date, we may suspend affected work or withhold the relevant final files until payment is received. A reasonable adjustment to the production schedule may follow.
We may recover reasonable debt recovery costs actually incurred only to the extent lawfully recoverable. No automatic collection surcharge applies under these Terms.
10. Cancellation and postponement
You may cancel or request postponement in writing.
If you cancel for convenience, we may charge for:
Work reasonably performed up to cancellation, valued at the agreed rates or milestones, or a reasonable proportion of the project fee.
Approved third-party commitments reasonably incurred for the project that cannot be cancelled or recovered.
Any separately agreed, reasonable charge for reserved production time, allowing for costs saved and replacement bookings.
We will take reasonable steps to minimise cancellation costs, provide an itemised account and credit payments already received. Charges will not duplicate amounts included elsewhere.
The deposit is not automatically forfeited, and the full fee for unperformed services does not automatically become payable.
For postponement, we will try to agree a replacement date. Additional charges must reflect reasonable additional work or unavoidable costs and be agreed in writing.
Undisputed refunds due following cancellation will be paid within 14 days. Disputed amounts will be addressed promptly under clause 18. Any earlier refund requirement imposed by law applies.
This clause does not restrict rights arising from our breach or applicable law.
11. Delivery and completion
We will supply deliverables in the agreed formats and by the agreed delivery method.
For electronic delivery, we will provide your nominated contact with working access details for the identified, complete files. These files will remain available for the period set out in clause 15.
Where the agreed method is download delivery, supplying complete, functioning files and providing the agreed access fulfils the transfer requirement without us needing to supervise your download, subject to our obligations under clause 15 and applicable law.
For staged delivery, we will identify what each delivery contains.
Please promptly report missing files, corrupted files or access difficulties so we can investigate and arrange an appropriate remedy.
Where we arrange physical delivery, we will use a tracked service. If the material is lost or damaged before receipt, we will arrange replacement or an appropriate alternative at our cost.
A project is complete when the agreed services and deliverables have been supplied and any agreed outstanding corrections have been addressed.
We are responsible for agreed technical specifications and compatibility requirements. Additional formats, support for other systems or adjustments required by later changes to third-party platforms require separate agreement.
Payment or completion does not waive unresolved issues or rights under applicable law.
12. Project scheduling
Project scheduling depends on the timely provision of client materials, instructions and approvals.
Unless otherwise agreed, where work is awaiting a requested client response for 30 consecutive days, the project may be removed from our active production schedule without a further reminder. This period runs from the date we provide the material or request reasonably needed for you to respond.
Resuming work is subject to our availability and a reasonable revised timetable. Additional work or costs arising from changed requirements must be agreed in writing before being incurred. Payments already made remain credited to the project.
An agreed pause or a delay caused by us does not count towards this period.
Removal from the active schedule does not itself cancel the agreement or change either party’s existing rights and obligations.
13. Intellectual property and usage rights
You retain ownership of materials you provide and grant us permission to use them to perform the services.
Unless the Proposal expressly provides otherwise, the parties agree that we retain copyright in original material we create for the project, to the extent copyright exists and we are entitled to own it. This excludes your materials and third-party materials.
Once payment is made in full for the relevant deliverables, we grant you a perpetual, worldwide, non-exclusive licence to use, reproduce, publish, distribute and adapt them for the purposes described in the Proposal.
If no specific use is stated, the licence covers the purposes reasonably contemplated by the agreed brief. You may authorise service providers to use the deliverables on your behalf for those purposes.
Third-party material may be subject to separate licence conditions. We will disclose material restrictions and obtain your agreement before incorporating material whose restrictions affect the intended use.
Before payment, review copies may be used for internal assessment unless otherwise agreed.
Raw footage, editable project files, unused concepts, templates and production tools are included only where expressly identified in the Proposal. Any copyright assignment must be separately recorded in writing.
We may reuse our general skills, methods and non-confidential production tools. We will not supply your bespoke deliverables or confidential material to another client without your written consent.
14. Confidentiality and portfolio use
Each party must protect confidential information received through the project and use it only for the agreement or related legal purposes.
Information may be shared with personnel, contractors and professional advisers who need it and are subject to appropriate confidentiality obligations, or where disclosure is legally required.
These obligations do not apply to information that is lawfully public or independently obtained without a duty of confidentiality.
We will obtain your written consent before using identifiable project material, your name or your logo for our portfolio or promotional activities. Agreed confidentiality restrictions and publication dates will be respected.
15. File availability, storage and re-supply
Download availability
Unless the Proposal specifies otherwise, final files will remain available for download for 30 days from the date we provide your nominated contact with working access details. Files delivered separately have their own availability periods.
You are responsible for downloading, checking and securely backing up your files within that period.
Where a problem with our delivery prevents access, we will restore access and allow a reasonable further download period.
Storage
We take reasonable care of project files in our possession. Our standard services do not include ongoing hosting or archival storage.
After the download period, links may expire and delivered files may be deleted from our systems without a further reminder or deletion notice.
For work delivered solely on physical media, our standard retention period is 30 days after receipt of that media.
Raw footage and working files may also be deleted after the relevant retention period, once any agreed outstanding work or corrections requiring them have been completed. Removal from the active production schedule does not itself authorise deletion of files needed to fulfil the agreement.
Longer storage can be arranged in writing before the relevant period ends.
Later retrieval or re-supply
Where work has already been properly supplied, later requests to retrieve, upload, copy, re-export, re-render or recreate it are additional services unless otherwise agreed.
These services are subject to the availability of suitable files, materials and software. Retaining some source material does not guarantee that an identical output can be reproduced.
We will explain any proposed fee and obtain your approval before proceeding. The original project fee does not include indefinite availability or repeated production and delivery.
No additional charge applies where the work is required to fulfil our existing obligations or provide a remedy under applicable law.
These storage arrangements are subject to applicable law and do not limit rights that cannot legally be excluded.
16. Events beyond reasonable control
Where an event beyond a party’s reasonable control prevents performance and could not reasonably have been prevented or overcome, affected obligations may be suspended for the period reasonably necessary.
The affected party must promptly explain the circumstances, minimise their effects and resume performance as soon as reasonably practicable.
Ordinary workload, lack of funds and avoidable equipment or backup failures do not qualify merely because they cause delay.
If the event materially prevents performance for more than 30 days, either party may terminate the affected services in writing. Payments will be reconciled against services supplied, with refunds for services not supplied, subject to applicable law.
17. Consumer rights, responsibility and termination
Nothing in this agreement excludes, restricts or modifies any right, guarantee or remedy that cannot lawfully be excluded, including under the Australian Consumer Law.
Each party is responsible for loss caused by its breach, negligence or unlawful conduct, subject to applicable law. Responsibility is reduced to the extent the other party caused or contributed to the loss. Both parties must take reasonable steps to minimise loss.
Unless expressly agreed, we do not guarantee particular sales, audience growth, campaign performance or other commercial results. This does not limit our responsibility for agreed services, purposes or representations.
Either party may terminate for a material breach by the other after written notice describing the breach and allowing 10 business days to remedy it, where it can be remedied. This does not delay an immediate termination right or other remedy available by law.
If we terminate for convenience, we will refund amounts paid for services not supplied and provide completed, paid-for deliverables. Your other legal rights remain available.
On termination, we will provide an account reflecting work performed, payments received and each party’s rights.
18. Disputes and general provisions
Please raise concerns with the Captive Media contact identified in your Proposal, describing the issue and the outcome sought.
Both parties will respond within a reasonable time and try to resolve disputes through good-faith discussion. They may agree to mediation.
This process does not prevent urgent relief, a regulator complaint or proceedings in a court or tribunal with jurisdiction.
Victorian law governs the agreement. The parties submit to the non-exclusive jurisdiction of Victorian courts and relevant tribunals, subject to mandatory rights to bring proceedings elsewhere.
Changes to an existing agreement require written agreement. Updated website terms apply to new engagements unless otherwise expressly agreed.
The agreement records the agreed scope and commercial terms without excluding liability for misleading representations or rights that cannot lawfully be excluded.
If a provision is invalid or unenforceable, it will be severed to the extent possible without affecting the remaining provisions. A delay in exercising a right does not waive that right.