Redscope Films Terms and Conditions

1. Nature of Your Agreement These terms and conditions constitute your agreement with Redscope Films Pty Ltd, for the rendering of services to you by Redscope Films You accept that Redscope Films will engage independent sub-contractors (“Artists”), who may include without limitation assistants, hair and make-up artists, stylists, designers and models, to render services on behalf of Redscope Films. You are deemed to have accepted these terms and conditions if you book services with Redscope Films after receiving a copy of these terms and conditions, if you book services pursuant to an estimate or quotation to which they are attached, or if you pay any invoice to which they are attached. The terms of this agreement may only be amended by a document executed by Redscope Films. This agreement is made in New South Wales.

2. Bookings You are deemed to have made a booking for the services provided by Redscope Films if, pursuant to a quotation or a discussion with Redscope Films, a booking entry is made in the records kept by Redscope Films for that purpose. Provisional bookings, or “holds”, are extinguished if a normal booking is not made within two weekdays thereafter. Artists are not employees or agents of Redscope Films. Redscope Films has no obligation to pay, among other things, tax in connection with the income of Artists or to pay any superannuation levies to which Artists may be entitled. Artists are not insured under any worker's compensation, public liability or other insurances effected by Redscope Films. Artists have no authority to make representations on Redscope Films behalf, to pledge the credit of Redscope Films, or otherwise bind Redscope Films legally. Redscope Films is not responsible for any loss or damage caused in connection with, or as a result of, the act or commission of any Artist.

3. Fees Payable to Redscope Films Unless agreed otherwise by Redscope Films in writing, fees payable to Redscope Films will be calculated according to the current hourly, daily or other rates charged by Redscope Films from time to time in respect of the relevant services. Redscope Films may calculate fees otherwise than according to hourly or daily rates, in which case any fees or prices conveyed to you in advance are estimates only and not binding quotations. Redscope Films may vary any hourly or daily rates from time to time, except in relation to services already the subject of a booking evidenced in writing from Redscope Films in which those rates are specified. All disbursements and out-of- pocket expenses incurred by Redscope Films in connection with the rendering of services are added to Redscope Films’s fees and must be paid by you. Those disbursements and expenses may include, but are not limited to materials, films, travel, accommodation, telephone calls, facsimile transmission, freight and courier charges. You must also pay Redscope Films an additional administrative charge, being an amount equal 10% to 15% of the total of the fees, disbursements and out- of-pocket expenses payable by you to Redscope Films. Without limiting the forgoing, Redscope Films reserves the right to charge a premium in circumstances where services are being rendered on a “buy-out” basis, as defined below.

4. GST Unless expressly stated to the contrary, all fees payable by you are calculated without regard to GST. If Redscope Films makes any taxable supply to you under this agreement, you shall pay to Redscope Films, on provision of a valid tax invoice, an amount equal to the Redscope Films which is payable in respect of that taxable supply. If and to the extent that any payment or other consideration to be made or furnished by Redscope Films to a person other than you, pursuant to or in connection with this agreement, may be increased or added to by reference to (or as a result of any increase in the rate of) any GST for which Redscope Films is not entitled to receive and retain an “Input Tax Credit” (as defined in A New Tax System (Goods and Services Tax) Act 1999), you shall pay to Redscope Films on demand an amount equal to that increase or the value of that addition. Where Redscope Films has become subject to any penalties or interest as a result of late payment of GST where that late payment is a result of the failure of you to comply with this agreement, then you shall pay to Redscope Films an additional amount on demand equal to the amount of those penalties and interest.

5.Working Days Hourly fees are calculated by reference to each hour, or part of an hour, during which services are rendered to you. Artist's first interview with you - services are deemed rendered to you during pre-production interviews with Artists. Hair & make-up services are deemed rendered between 8.30 am and 5.30 pm on non-public holiday weekdays. Daily rates are based on an 8-hour day and Redscope Films reserves the right to charge additional fees where services calculated on a daily rate are rendered for longer than 8 hours in a day.

6. Overtime & Night Loading Overtime will be calculated at time and a half for the time between 8 and 10 hours work. Overtime will be calculated at double time for the time exceeding 10 hours work. Night loading will apply to hours worked after 8pm at 25% and after 12am at 50%. The double time applies to Sunday and public holiday shoots.

7. Cancellation & Postponement a) If the Company cancels or postpones production of the Commercial/s in circumstances where the Production Company has committed no material breach of the agreement, the Company must in all cases reimburse the Production Company for all direct costs and the total Creative Fee plus the proportions of the Production Fee as provided in clause 9(b) below. b) For the avoidance of doubt, the proportion of the Production Fee payable under this clause depends on the notice period and the type of production but is always additional to the direct costs so that where: the Company gives the Production Company 15 or more business days’ notice of cancellation or postponement of a production, the Company must pay 25% of the Production Fee; the Company gives the Production Company less than 15 but more than 10 business days’ notice of cancellation or postponement of a production the Company must pay 50% of the Production Fee; the Company gives the Production Company 10 or less business days’ notice of cancellation or postponement of a production the Company must pay 100% of the Production Fee; For the purposes of this clause, ‘business day’ means any day Monday to Friday, excluding public holidays. c) Notwithstanding the above, in all cases of postponement of a production the Company will use its best endeavours to limit the time period of any such postponement and upon the postponement ceasing, the parties will negotiate new terms and fees for the production taking into account the length of postponement, any payments made under this clause, and the financial impact of the postponement on the parties.

8. Contingency & Weather Days & Force Majeure: The Company agrees that if a production is suspended, frustrated or delayed by bad weather conditions, a contingency beyond the control of the Production Company, or by some other force majeure event which would include, but are not limited to, storms, tempests, earthquakes, wars, floods, injury, illness or non-appearance of key talent, delay or failure of delivery of goods or services to be supplied by the Company, whether on-camera product, vehicles or otherwise it must, in such circumstances, and in addition to all other agreed or stipulated payments, pay the Production Company the costs and fees specified by Producer in advance or supplied to the Company on request.

9.Licence Basis Where services are rendered on a licence basis, Redscope Films retains all rights, including copyright and other intellectual property rights, in the products of any services rendered pursuant to this agreement, including photographs. Upon payment of all fees due to Redscope Films under this agreement, Redscope Films grants you an exclusive licence to use those products, but only for the single purpose in the media and in the territory expressly made known to Redscope Films at the time the relevant booking was made. Without limiting Redscope Films’s rights, if the products are used for any other purpose, you must pay to Redscope Films such further fees as Redscope Films would, in the ordinary course of its business, charge for that purpose.

10.Buy-Out Basis Where services are expressly stated in writing to be rendered on a “buy-out” basis, then upon payment to Redscope Films of all fees due under this agreement, Redscope Films assigns all rights in the products of the services to you in all media throughout the world, subject to the bona fide rights of any third parties, including without limitation any Artist.

11.Payment All invoices are payable by you to Redscope Films within 15 days from the date of the invoice. Redscope Films may charge interest on overdue invoices at the rate of 10% per annum. 1st 50% of all production costs are strictly due in our account prior to the 1st day of shooting. 2nd 50% plus any overages will be invoiced upon the original production schedule delivery date or within 30 days of the first shoot date (whichever comes first). Please note, If post schedule moves out after shooting, the invoice date will remain as per original completion date. Unless otherwise stated in the estimate, payment by the Client will shall be expected in full for the total in the Estimate commissioned image(s) within 21 days of invoice.

12. Client Approval The Client is responsible for having its authorised representative present during all shooting phases to approve the artist’s interpretation of the job. If no representation is present then the Photographer's interpretation will be accepted. The Client shall be bound by all approvals and changes made by the Client’s representatives. Unless a rejection fee has been agreed in advance there is no right of rejection. The Client will be required to pay 100% of the Artists Fees and Expenses for any reshoot requested by the Client. Unless otherwise stated in the Estimate, the Client is required to select all Image(s) for editing or final Usage within 2 weeks of them being first presented by the Artist. If editing is then required, final approval on all Image(s) is to be provided by the Client within 2 weeks of edited Image(s) being first presented by the Artist.

13. Archiving The Client is responsible for insuring against non-delivery, loss or damage to materials and products supplied. The Client is responsible for archiving and backing up all Images supplied by the Artist. The Artist will archive all Images for a period of one year from the shoot date.

14. Indemnity The Client shall indemnify and hold the Artist harmless against all claims, liability, damages and expenses incurred directly or indirectly

15. Fee/Expense recovery If legal action is required by the Artist to recover outstanding invoices, or part thereof, then all costs (legal and otherwise) associated with this recovery plus interest on the outstanding amount of Nine percent (9%) per annum calculated daily will be paid by the Client additional to the original invoice.

16. Variation These Terms and Conditions supersede all prior agreements between the parties and any alternate terms provided by Client (including those within any Purchase orders) and shall not be varied except by explicit agreement, in writing, signed by the Artist (Redscope Films, & Director/Photographer).