1. “Urban Walkabout” means Urban Walkabout Pty Limited ACN 147351568,
a Company incorporated in New South Wales, its successors and assigns. The “Subscriber” is the client named in the booking form or identified in an exchange of emails as agreeing to purchase services from Urban Walkabout.
2. Please ensure that all the information required on the booking form is completed and the booking form is legible and signed in agreement to these Terms and Conditions. The booking form or an exchange of emails agreeing to purchase services and these Terms and Conditions shall, together, constitute the “Agreement”.
3. On receipt of a signed booking form or email exchange evidencing an order a tax invoice will be issued. Payment terms will be stated on the invoice and these terms and conditions will apply to that invoice.
4. Please note that all prices shown are exclusive of GST.
Supplied Artwork and Images
5. Subscribers supplying press ready artwork and/or images to Urban Walkabout must ensure that these conform to the layout, image and deadline specifications as outlined in the Booking Confirmation email, which will be sent once the booking is made.
6. Subscribers can choose to supply Urban Walkabout with their own image/ artwork or, can choose the Photography Option at the time of booking.
7. Subscribers are required to make every effort to have an authorised representative on site for direction and approval of the photographic sessions.
8. If no such representative is present, the Subscriber will accept the photograph provided by the photographer OR accept responsibility for the full payment of another photographic session.
9. Subscribers will be supplied with a digital draft of content to be distributed by email.
10. Subscribers will be required to sign off and email back approval.
11. Subscribers will be required to sign off and email back approval if requested but will not be required to sign off materials in printed guides.
12. All approvals must be received by Urban Walkabout prior to indicated deadlines. Failure to provide such approvals prior to the indicated deadlines will entitle Urban Walkabout, in its absolute discretion, to cancel the promotion or postpone the promotion. No matter which option is chosen by Urban Walkabout, the Subscriber is still liable to pay the cost of the subscription or promotion by the due date.
13. Urban Walkabout is entitled to;
a. change the format and the position of any promotion requested by the Subscriber;
b. refuse or withdraw from publication any promotion at any time without giving any reasons.
14. Any cancellation must be received within 7 days of the signing of the booking form.
15. Cancellations must be in writing and emailed to: [email protected]
16. The Subscriber shall pay Urban Walkabout’s invoices in conformity with the payment terms stated on the tax invoice and this clause shall be of the essence of the Agreement.
17. Should the Subscriber default in payment of any invoice Urban Walkabout may, in addition to any other remedy available in these terms and conditions:
a. cancel any Extended Payment Plan;
b. cancel all services not yet published and terminate any agreement for services ;
c. charge interest on overdue payments at an annual rate of 15% per annum,
d. commence legal proceedings to recover the outstanding payment;
e. also recover in the legal proceedings any costs incurred by Urban Walkabout including any fees or charges rendered by a mercantile agent or a legal practitioner on an indemnity basis.
18. We ask that all Subscribers assist Urban Walkabout as much as possible by responding to all correspondence and requests by the deadlines indicated.
19. Failure to respond to these requests only delays deployment of the services, and may affect other Subscribes.
20. Urban Walkabout will not accept any responsibility for any delay to the deployment dates of services and will use reasonable endeavors to comply with deadlines.
License Grant and Intellectual Property Rights
21. Subscribers hereby grant to Urban Walkabout, in respect of any images and/ or artwork selected for any service and any other content submitted by, or on behalf of, the Subscriber to Urban Walkabout (together the “Content”), a worldwide, royalty-free, perpetual, irrevocable, non-exclusive licence to use, copy, reproduce, modify, translate, publish, edit, distribute, perform and display such Content alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sub-license such rights (as applicable) to market the Subscriber and/or Urban Walkabout.This will include through the printed guides, online, app, social media and may include editorial through third party printed or online.
22. Urban Walkabout retains all copyright and other intellectual property for all material produced by Urban Walkabout.
Subscriber Obligations and Warrant
23. By entering into this Agreement, the Subscriber warrants that it has full power and authority to grant the rights and licences relating to the Content.The Subscriber further warrants that the publication of any advertisement (including the Content) on its behalf does not breach or infringe;
a. any third party’s intellectual property rights (including without limitation copyright and/or trademarks) or any other contractual obligation;
b. any privacy or anti-discrimination legislation;
c. any law of defamation,
d. any laws regarding unfair competition or false advertising;
e. any other law or code including the common law.
24. The Subscriber agrees that it shall:
a. provide true, accurate, current and complete information about its business on the booking form and in any correspondence;
b. not undertake any activity which may harm Urban Walkabout’s reputation or bring it into disrepute;
c. not use the services provided by Urban Walkabout pursuant to this Agreement (the “Services”) for any fraudulent purpose or to send, upload or post any Content which is abusive, defamatory, indecent, menacing, obscene or breaches the rights (including intellectual property rights) of any third party;
d. not use the Services to impersonate any person or entity, falsely state or otherwise misrepresent its affiliation with any person or entity, or express or imply that Urban Walkabout endorses any statement it makes; and
e. comply with any policies notified to it by Urban Walkabout (whether online or otherwise).
Liability and Indemnity
25. Notwithstanding any other provision, nothing in this Agreement shall exclude or limit either party’s liability for death or personal injury caused by that party’s negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
26. In the event that a Subscriber is dissatisfied with the Services (or any part thereof) and provides Urban Walkabout with substantive reasons for such dissatisfaction, Urban Walkabout may (in its sole discretion) agree to supply such Services (or such part thereof) again at no additional cost to the Subscriber as the Subscriber’s sole and exclusive remedy.
27. In the event that any dissatisfaction arises due to an act or omission by Urban Walkabout that constitutes a breach of this Agreement, Urban Walkabout’s maximum liability to the Subscriber shall be a refund of 50% of the charges paid by the Subscriber for their current subscriber package.
28. Save as expressly set out herein, all conditions, warranties and obligations which may be implied or incorporated into this Agreement by statute, common law, or otherwise and any liabilities arising from them are hereby expressly excluded to the extent permitted by law.
29. Other than as set out above in this ‘Liability and Indemnity’ section, and notwithstanding any other provision of this Agreement, Urban Walkabout, its officers, employees or agents shall not be liable for any loss or damage whatsoever and howsoever arising whether direct indirect special or consequential or in respect of any claim whenever and however made for any loss or damage deterioration deficiency or other fault or harm in the goods supplied, work executed or services provided for or on behalf of or in any arrangement with the Subscriber or occasioned to the Subscriber or any third or other party or to his or their property or interest and whether or not due to the negligence of Urban Walkabout its officers, employees or agents or actions constituting fundamental breach of contract.
30. The Subscriber releases Urban Walkabout, its officers, employees and agents, from all sums, money, actions, proceedings, accounts, claims, demands, costs and expenses whatsoever arising from or in relation to this Agreement.
31. In the event that any limitation or exclusion of liability in this Agreement proves ineffective, then Urban Walkabout shall not be liable to the Subscriber for more than $100 in aggregate.
32. The Subscriber indemnifies Urban Walkabout, its officers, employees and agents, against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by Urban Walkabout in connection with any actual or threatened claims of any kind (including without limitation any claim of trademark or copyright infringement, defamation, breach of confidence, false or misleading advertising or sales practices) arising from the Subscriber’s provision of Content or arising from the Subscriber’s use of the Services.
33. This Agreement shall be subject to the laws of New South Wales and the par ties shall submit to the exclusive jurisdiction of the New South Wales courts.
34. A party waives a right under this Agreement only if it does so in writing.A party does not waive a right simply because it fails to exercise the right, delays exercising the right or only exercises part of the right.A waiver of one breach of a term of this Agreement does not operate as a waiver of another breach of the same term or any other term.
35. If a provision in this Agreement is wholly or partly invalid or unenforceable in any jurisdiction, that provision or the part of it that is invalid or unenforceable must, to the extent of its invalidity or unenforceability in that jurisdiction be severed from this Agreement. All the remaining provisions shall be enforceable between Urban Walkabout and the Subscriber.
36. Urban Walkabout may assign or otherwise deal with any benefit arising pursuant to this Agreement without the consent of the Subscriber.
Variation of these Terms and Conditions
37. Urban Walkabout may unilaterally amend these Terms and Conditions. Notice of any amendments will be posted on Urban Walkabout’s website or will be notified in writing.The amendments will take effect 7 days after the amendments have been posted on the website or 7 days after posting to the Subscriber.The Subscriber accepts that any agreements entered into with Urban Walkabout after the date of this Agreement will be subject to the amended Terms and Conditions.