Blackbox Terms and Conditions
ABN 19969154575
will be an amount equal to all Invoiced amounts paid by the Customer to Blackbox under this Agreement in the 12 months preceding the act or omission the cause of the compensation (excluding interest and costs arising from the Customer’s default under this Agreement).
Agreement |
means an agreement between Blackbox and the Customer for one or more of Blackbox’s:
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Bankruptcy Law |
means the Bankruptcy Act 1966 (Cth). |
Blackbox |
means name as trustee for Blackbox Australia Unit Trust ABN 19 969 154 575 and (where appropriate) its Staff. |
Business Day |
means all days excluding Saturdays, Sundays and public holidays in Brisbane, Queensland. |
Collateral |
means the proposed monies, property or other security described in the Quote. |
Completion Date |
means the proposed completion date described in the Quote. |
Confidential Information |
means information of any kind, recorded or transmitted by any method, regarding the party’s structure, operations, finances and intentions (including information regarding customers, clients, officers, employees, contractors, agents, assets, liabilities, income, expenses, projections, plans, marketing, advertising, goods, services, methods, procedures, know-how, disputes and litigation) that is not public knowledge or that is marked confidential or that by its nature is confidential. |
Corporations Law |
means the Corporations Act 2001 (Cth). |
Customer |
means the person who provides Blackbox notice of accepting a Quote and to whom Blackbox is hiring Equipment and providing access to the Website, with whom Blackbox is liaising regarding Monitoring and/or for whom Blackbox is carrying out the Production and providing the Presentation. |
Data |
means video, audio and photographic information (including metadata) of the Site and activities on the Site recorded by Equipment. |
Deadline |
means the deadline for the Customer to respond to the Quote and, if no deadline is described, the Deadline will be the date 1 month after the date of the Quote. |
Default Rate |
means the low doc commercial lending rate of the Blackbox’s bank plus 2%. |
Dispute |
means a dispute or disagreement between the parties regarding this Agreement and its subject matter excluding:
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Elements |
means (in descending order of priority):
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End Date |
means the proposed end date described in the Quote. |
EOT |
means an extension of time. |
Equipment |
means the equipment (including Controllers, cameras, solar panels, mobile equipment, accessories and parts) described in the Quote that Blackbox proposes to hire to the Customer. |
Equipment Fees |
means the proposed fees and costs of hiring the Equipment described in the Quote. |
Equipment Insurance |
means a policy of insurance:
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Executed Monitoring Agreement |
means a Monitoring Agreement executed by the Customer and the Monitor. |
Fees |
means (as the context requires):
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Force Majeure Event |
means war, vandalism, sabotage, terrorism, epidemics, quarantines, fires, explosions, earthquakes, floods, strikes, labour disputes, shortages or delays in obtaining suitable material, labour or transportation, interruption of utility services, statutory obligation, order or direction or instruction or request or notice of a regulator or emergency services organization or any other competent authority, acts of any government unit or agency thereof and acts and omissions of the other party. |
General Terms and Conditions |
means the terms and conditions set out in clauses 1 to 18 (inclusive). |
Government Body |
means:
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Government Charge |
means all taxes, duties, tolls, levies, fees, costs, expenses and like charges paid or payable by Blackbox to a Government Body arising from the hiring of Equipment under this Agreement (including interest and penalties). |
GST Act |
means A New Tax System (Goods and Services Tax) Act 1999 (Cth). |
Hire Terms and Conditions |
means the terms and conditions set out in clauses 19 to 35 (inclusive). |
Instalment Amounts |
means the instalment amounts described in the Quote that comprise the Production Fee. |
Instalment Dates |
means the dates described in the Quote for the payment of Instalment Amounts. |
Intellectual Property |
means right, title or interest created by or recognised under Law (at any time on and from the date of this Agreement) in property of the mind or propriety knowledge, including patents, trade marks, registered designs, geographical indications, copyright, trade secrets, circuit layouts. |
Invoice |
means an invoice prepared in accordance with this Agreement for Blackbox’s provision of goods and services to the Customer under this Agreement. |
Law |
means all legislation, subordinate legislation, common law and equity applicable to each party and to the subject matter of this Agreement including Equipment, Training, Monitoring, Production, Presentation and Fees. |
License |
means a perpetual, compensation-free, non-transferable license to do the things described in clause 49.5. |
Monitor |
means the proposed entity to provide Monitoring to the Customer. |
Monitoring |
means the real-time monitoring of Data and provision of security services as set out in the Monitoring Agreement. |
Monitoring Agreement |
means the agreement between the Customer and the Monitor for the provision of Monitoring. |
Monitoring Terms and Conditions |
means the terms and conditions set out in clauses 36 to 42 (inclusive). |
PPSA |
means the Personal Property Security Act 2009 (Cth). |
Presentation |
means the complete audio and visual presentation prepared by Blackbox using the Footage. |
Price List |
means notice provided by Blackbox to the Customer describing the rates for the hiring of Equipment. |
Production |
means the filming, photography, post-production, editing and related services described in the Quote that Blackbox proposes to carry out. |
Production Fees |
means the proposed fees and costs of the Production described in the Quote. |
Production Terms and Conditions |
means the terms and conditions set out in clauses 43 to 49 (inclusive). |
Qualifying Cause |
means:
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Quote |
means notice provided by Blackbox to the Customer describing the proposed Deadline, Collateral, Special Conditions, Equipment, Equipment Fees, Equipment Insurance, Start Date, End Date, Term, Website access, Monitor, Production, Presentation, Production Fees, Completion Date, Instalment Amounts and Instalment Dates. |
Site |
means the location where the Customer will use and store the Equipment or where Blackbox will carry out the Production. |
Special Conditions |
means any terms or conditions in writing and labelled as special conditions that are either:
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Staff |
means the directors, employees, contractors and agents of a party (or any one of them). |
Stand Down |
means a temporary suspension of the use of Equipment. |
Stand Down Rate |
means an amount equal to 50% of the Equipment Fee for that Equipment. |
Start Date |
means the proposed start date described in the Quote. |
Term |
means the period of time commencing on the Start Date and ending on the End Date. |
Training |
means training by Blackbox’s officer, employee, contractor or agent regarding the use and maintenance of Equipment. |
Transport Fee |
means the reasonable costs of Blackbox delivering Equipment to the Customer (including unloading and setup) and collecting Equipment from the Customer (including breakdown and loading). |
Variation |
means an addition, subtraction or variation to the Production or Presentation. |
Website |
means the website made available by Blackbox for the viewing and retrieval of Data. |