INTERPRETATION

1.1 In these General Conditions:

Letter of Offer and Acceptance means the letter of offer and acceptance by that name and signed by the parties.

Intellectual Property means all data, information, designs, inventions, processes, computer programs, techniques, methodology, know-how, and trade secrets discovered or produced by fr&nk and its employees, agents, and sub-contractors in the course of undertaking the services.

fr&nk means JEMMIT PTY LTD & THE TRUSTEE FOR MCFOX FAMILY TRUST Trading as fr&nk ABN 80 879 206 509.

1.2 Other terms used in these General Conditions have the meanings indicated in the Letter of Offer and Acceptance.

1.3 Single words include plural words, and vice versa.

PERFORMANCE OF SERVICES

2.1 fr&nk will perform the services expeditiously, diligently, and by employing properly qualified persons.

2.2 fr&nk may engage consultants and sub-contractors to perform any part of the services.

2.3 Liaison between fr&nk and the client shall occur between the fr&nk Representative and the client representative.

2.4 fr&nk or the client may change their respective representative by providing written notice to the other.

CONTRACT TIME

3.1 fr&nk will use its best endeavours to perform the services within the Contract Time.

3.2 The Contract Time will be extended for any delay in the performance of the services due to matters beyond the control of fr&nk.

CONTRACT FEE AND EXPENSES

4.1 The client shall pay the Contract Fee to fr&nk.

4.2 The Contract Fee is exclusive of goods and services tax (GST).

4.3 Subject to clause 4.17, the client shall not be obliged to pay any remuneration to fr&nk for any work done outside the term of this Agreement.

4.4 If the Letter of Offer and Acceptance links any part of the Contract Fee to a particular milestone, the client shall not be required to pay that part of the fee until the milestone is achieved.

4.5 Subject to this agreement, fr&nk shall be responsible for all fr&nk expenses in carrying out the services, including Key Person’s Contract Fees, salaries, wages, employee benefits, insurance, superannuation, worker’s compensation, accommodation expenses, administrative and managerial expenses, communication expenses, and all other associated costs.

4.6 The client shall pay fr&nk the expenses set out in the Letter of Offer and Acceptance.

4.7 The client shall also pay any additional expenses that the client approves in writing.

4.8 fr&nk must provide Tax Invoices for Contract Fees and approved expenses.

4.9 Invoices must:

a) Describe the services performed for any part of the Contract Fee invoiced; and

b) List the expenses claimed.

4.10 From 1 July 2000, fr&nk must also provide a GST-compliant tax invoice in line with A New Tax System (Goods and Services Tax) Act 1999, where applicable.

4.11 Clause 4.10 does not apply if the services do not attract GST.

4.12 Correctly submitted invoices must be paid:

a) In relation to any amount due upon commencement, and

b) Otherwise:

i. Within 7 business days from the date of receipt of the invoice, and

ii. On the due date/s stated in the Letter of Offer and Acceptance (if any), whichever is later.

4.13 If the client disputes any part of an invoice, the undisputed amount must still be paid, with the balance payable once the dispute is resolved.

4.14 Unpaid amounts accrue interest at 6% per month from the eighth day after the invoice date.

4.15 fr&nk may require prepayment of any portion of the Contract Fee or Expenses for work yet to be performed, crediting the amount against future invoices.

4.16 fr&nk may pause or decline to continue services if any invoice remains unpaid after 7 days, or if any requested prepayment is not made.

4.17 If anyone providing services for fr&nk is subpoenaed (by the client or another party) to give evidence about the services, fr&nk may invoice the client for all related time at $400 per hour, plus reasonable expenses.

NO AGENCY

5.1 fr&nk is a contractor and not an agent or employee of the client.

5.2 fr&nk does not have authority to bind the client and will not represent itself as the client’s agent.

REPORTS

6.1 If specified in the Letter of Offer and Acceptance, fr&nk must provide interim written progress reports at the agreed frequency.

6.2 If specified in the Letter of Offer and Acceptance, fr&nk must provide a final written report on completion of the services.

COPYRIGHT

7.1 fr&nk retains copyright in all reports.

7.2 fr&nk grants the client a royalty-free licence for the full copyright term to use and reproduce the documents for internal purposes.

INTELLECTUAL PROPERTY

8.1 All Intellectual Property is the sole property of fr&nk or its subcontractors.

FREEDOM TO CONTRACT

9.1 fr&nk remains free to contract with others to provide similar services.

RELEASE, LIMITATION OF LIABILITY & INDEMNITY

10.1 In the absence of negligence, the client releases fr&nk and its officers, employees, subcontractors, and agents from all claims for loss, injury, illness, death, or damage arising from the services.

10.2 The client releases fr&nk from claims relating to the use of service outcomes.

10.3 To the extent permitted by law, fr&nk is not liable for indirect, special, or consequential losses.

10.4 Clause 10.1 does not apply to breaches of confidentiality.

10.5 fr&nk’s maximum liability is limited to either reperforming the services or reimbursing the cost of doing so.

10.6 The client indemnifies fr&nk against third-party claims arising from the client’s use of service outcomes.

ASSIGNMENT

11.1 Neither party may assign this Agreement without written consent.

TERMINATION

12.1 Either party may terminate if the other party:

a) Breaches this Agreement;

b) Fails to remedy the breach within 14 days of notice (or other agreed timeframe).

NOTICES

13.1 Notices can be delivered, posted, faxed, or emailed.

13.2 Posted notices are deemed received after 7 days.

WHOLE AGREEMENT

14.1 This Agreement represents the full agreement between the parties.

14.2 No other terms (express or implied) apply unless contained in this Agreement.

VARIATIONS

15.1 Variations must be in writing and signed by both parties.

JURISDICTION

16.1 This Agreement is governed by Queensland law.

SEVERANCE

17.1 Invalid or unenforceable terms are severable, preserving the rest of the Agreement.

USE OF LOGOS, COMPANY NAME & CASE STUDIES

18.1 fr&nk may list the client’s name/logo on its website and materials unless the client opts out Publicity Opt-Out Form.

18.2 fr&nk may develop case studies based on services provided.

18.3 fr&nk may request the client’s existing footage or materials for case studies.

18.4 Participation in case studies allows the client to showcase collaboration results.

ZERO TOLERANCE FOR GENDER-BASED HARASSMENT & SEXUAL HARM

19.1 fr&nk maintains a Zero Tolerance Policy towards gender-based harassment, sexual harassment, and sexual harm in all client interactions.

19.2 This applies to all fr&nk employees, subcontractors, and clients when working together. Any breach of this policy may result in termination of services and, where applicable, reporting to relevant authorities.