Terms and Conditions.

Last Updated: 20.09.2023

1. Acceptance of Terms

Welcome to Pro Production. By using our services, you agree to be bound by these Terms and Conditions. If you do not agree with any part of these terms, please do not use our services.

“Pro Productions” is a registered business name of Upnide Pty Ltd, which holds an Australian Business Number (ABN) 85 638 297 622.

2. Privacy Policy

Your use of our services is also governed by our Privacy Policy. Please review this policy to understand how we collect, use, disclose, and protect your personal information.

3. Website Terms

By using this website, you agree to be bound by the terms and conditions set out on this webpage. If you do not accept these terms and conditions, you must refrain from using this website. This website is owned and operated by Upnide Pty Ltd, ABN 85 638 297 622 (referred to in these terms and conditions as ‘Pro Productions’, ‘we’, ‘us’, or ‘our’).

4. Scope of Terms

These Terms and Conditions (“Terms”, “Terms and Conditions”, “Terms & Conditions”, “T&Cs”) apply to all transactions between Pro Production (“us,” “we,” or “our”), its subsidiaries, affiliates, and related companies, and all our customers (“Customer”) for our services and products. You accept these Terms if you order, accept, or pay for any services or products provided by us after being made aware of these terms (either via a hyperlink or as a written URL, e.g., https://proproductions.com.au/terms-conditions).

5. Services and Products

5.1. Service Description

Pro Production offers a range of video production services, including but not limited to promo videos, short documentaries, aerial videography, 3D Virtual Tours, and other creative visual content.

5.2. Use of Our Services

You agree to use our services solely for lawful and legitimate purposes. You may not use our services to violate any applicable laws or regulations.

6. Quotations and Specifications

6.1. Service Quotations

Upon receipt of specifications from the Customer, we will provide a Quotation indicating our ability and agreement to provide Services. This may be provided by email or generated from ‘Xero’, our accounting software. It is the Customer’s responsibility to confirm that all specifications indicated in a Quotation are complete and accurate in all respects. Any changes must be finalized and agreed upon in writing.

If any specification is found to be incomplete or inaccurate, we reserve the right to stop work until such time as appropriate and agreeable changes to a Quotation or Order Confirmation are finalized.

6.2. Order Confirmation

No agreement to provide Services is complete until we have issued an Order Confirmation, confirming our acceptance of the approved Quotation.
The Quotation and Order Confirmation contains the complete and exclusive definition and description of the Services to be provided, price and payment terms. Upon issuance of a Quotation, the Customer shall notify us of its approval and acceptance of the Quotation in writing – either by email or by approving the Quotation sent through Xero, our accounting software. No agreement to provide Services is complete until we have issued an Order Confirmation, by email, confirming our acceptance of the approved Quotation.

7. Changes & Revisions

Customers have the right to make changes and revisions as agreed upon in the Quotation timeline. Any changes outside the agreed scope may result in an equitable adjustment to the Quotation.

8. Cancellation

Customers may cancel any Service under a Quotation or Order Confirmation without a cancellation fee or other liability before work or issuance of an Order Confirmation begins, provided written notice is provided to us. Costs and/or fees for Services where work has begun will be prorated based on the amount of work performed and the costs incurred to the time of cancellation.

9. Compatibility and Intellectual Property

Customer is responsible for ensuring compatibility with their software and systems.

All intellectual property rights in any Original and the specification shall remain the property of and vested in Customer. All intellectual property rights to any Services shall be vested in and be the exclusive property of us with Customer retaining a non-exclusive, perpetual, non-assignable license to the Services, unless otherwise specifically stated in a Quotation or Order Confirmation.

10. Copyright

We warrant that our Services do not violate any third-party copyright, patent, trademark, trade secret, or proprietary rights.

We represent and warrant that we have and will convey to Customer good title to the Services, free and clear of all liens and encumbrances and that the Services are in compliance with all federal, state, and local laws, rules, and regulations.

Customer’s request for Services and delivery of an Original to us for scanning, copying, and/or reproducing indicates Customer’s representation and warranty that Customer has the full legal right to scan, copy, reproduce and possess the Original.

11. Indemnification

Customer agrees to indemnify, defend, and hold us harmless, its directors, officers, employees and agents, from and against all liability, including a claim of intellectual property infringement based on copyright, trademark, patent and/or trade secret arising out of delivery of an Original to us and/or a request for Services of scanning, copying or reproducing the likeness of any Original.

12. Warranties

We guarantee that all services will be carried out with a commercially reasonable level of skill and care. Additionally, the accuracy of all data provided through our services will meet the tolerances specified in the quotation. We shall not be held liable, whether in contract or tort, for any changes made to the services by the customer or for any inaccuracies in the services, including 3D capturing data, videos/photos, or inaccuracies in specifications approved by the customer, or contamination of the original materials. If any services do not conform to the quotation or order confirmation, we have the option to either redo the services or refund the fees. It’s important to note that we explicitly disclaim all warranties, including any implied warranties of fitness for a particular purpose or merchantability, unless otherwise stated in the quotation or order confirmation.

13. Limitation of Liability

Unless expressly stated otherwise in this document, we exclude all conditions, warranties, and representations, whether expressed or implied by statute or any other means, regarding the performance or non-performance of our services, to the fullest extent permitted by law.

Unless there is a separate written agreement, all materials such as drawings, illustrations, descriptions, specifications, technical data, advertising, and similar information provided by us in our literature, website, or other publications are intended for illustrative purposes only and do not become part of any quotation or order confirmation unless explicitly stated therein.

We accept no liability, whether in contract or tort (including negligence or breaches of statutory duty), for any misrepresentation, or for any direct or indirect loss or damage, whether foreseeable, known in advance, or advised, including but not limited to losses resulting from third-party claims, actual or anticipated profit loss, loss of business opportunities, loss of expected benefits, loss of goodwill, or any other indirect, special, or consequential loss or damage, regardless of the cause. Our total liability related to the performance or non-performance of our services, whether due to negligence, contract breach, negligent or intentional misrepresentation, or any other reason, is limited to the amount actually paid under any quotation or order confirmation, with respect to each specific event or series of connected events.
We will not be responsible for any indirect, incidental, special, punitive, exemplary, or consequential damages arising from our performance or failure to perform under this agreement, whether in contract or tort (including negligence and strict liability). Such damages include, but are not limited to, the loss of expected profits or opportunities, even if we were informed of the potential for such damages. Any legal action arising from a claimed breach by us must be initiated within one year from the date the cause of action arose.

14. Performance and Delivery

The Intellectual Property (IP) of all raw files, working files & project files remains with Pro Productions (Upnide Pty Ltd) and will NOT be provided as part of the agreed services and products. Pro Productions (Upnide Pty Ltd) reserves the rights to use all supplied models, film and imagery for its own promotion in online videos, print advertisements, social media, and website content.
We commit to making all commercially reasonable efforts to complete the Services by the date specified in the Quotation or Order Confirmation. Please note that all provided deadlines are approximate, and we are not liable for any delays in service delivery. Upon completion of the Services, we will notify the Customer via email or telephone.
Unless there is a separate written agreement, the Customer must arrange to collect all necessary Originals within seven (7) business days after being notified of the completion of Services. In cases where Originals are not collected within this timeframe, we reserve the right to impose a reasonable daily storage fee. If the Originals remain uncollected after fourteen (14) days, we may, at our discretion, dispose of them. Please ensure timely retrieval of your Originals.
Unless otherwise agreed in writing we shall not be liable for any loss or damage to any Original.
Unless otherwise specified by the Customer, we will electronically deliver all Services via email, our web-based software, or an alternative file transfer method, as determined solely by us. If the Customer requests physical media such as flash drives, these can be provided upon prior request. The cost of such media, including associated taxes, will be billed to the Customer’s account.

15. Payment

Full payment for all Services is required either at the time of delivery or before. Upon receiving an Order Confirmation and prior to the commencement of work, the Customer must submit a non-refundable and non-transferable deposit equal to 50% of the total Quotation amount. Payments made within Australia can be processed through either bank transfer or credit card; please note that a 3% transaction fee will be applied to card payments processed via Stripe. An online payment option, powered by Stripe and integrated into our accounting software Xero, is also available for credit card payments. For international payments, the Customer is responsible for covering all associated bank and card transaction fees. In cases of late payments for agreed-upon Quotations, a 10% late fee penalty will be imposed if the due date is exceeded by one month.

After finishing the Services, we will create and provide a limited sample of all files for the Customer’s review. Once the remaining balance is paid in full, we will deliver the complete and accessible files to the Customer. Any alternative payment terms or conditions must be explicitly agreed upon in advance in writing.

16. Termination

We reserve the right to temporarily halt the provision of any Service or immediately terminate any Quotation or Order Confirmation by notifying the Customer in the following situations:

I) If the Customer violates any obligation outlined in these Terms & Conditions, any Quotation, or Order Confirmation.

II) If the Customer voluntarily or involuntarily files for bankruptcy or assigns assets to a creditor.

III) If the Customer signals an intention to wind up or dissolve their business.

IV) If the Customer discontinues or suspends their business operations, fails to make payments on debts as they become due.

In the event of such termination, any outstanding amounts owed to us will become immediately due and payable, and we will have no further obligations to provide Services.

17. Non-Solicitation; No Hiring

The Customer is not permitted to directly or indirectly seek or engage any of our employees, independent contractors, or agents for themselves or any third party without obtaining our prior written approval. By agreeing to this, the Customer acknowledges that if they do hire or employ any of our employees, independent contractors, or agents, we will facilitate the transaction and be entitled to 30% of the employee’s, independent contractor’s, or agent’s annual salary.

18. Confidential Information

All Quotations, Order Confirmations, Services, estimates, budgets, proprietary software are considered our exclusive and confidential property, constituting trade secrets (referred to as ‘Confidential Information’). The Customer is required to uphold the confidentiality of all such Confidential Information, refraining from disclosing it to third parties, except when necessary for the procurement of the Services.

19. Relationship of the Parties

Our relationship with the Customer will be that of independent contractors, with no intention or implication of an employment, partnership, or joint venture relationship, unless otherwise specified in a separate written agreement.

20. External Links

Our website may include links to websites operated by third parties. These links are provided for your convenience and may not always be kept up to date or maintained. Unless otherwise explicitly stated, we do not endorse and are not accountable for the content found on those linked websites. Additionally, we have no control over or ownership rights concerning these linked websites.

21. Updates

We reserve the right to modify these terms and conditions at any time by updating this webpage. If you continue to use the website after such updates, it will signify your acceptance of the revised terms and conditions.

22. Privacy

These terms and conditions also include our Privacy Policy that can be accessed by clicking the link on this page.

23. Jurisdiction

Your use of our services and these terms and conditions are governed by the laws of Northern Territory.