Welcome to DarkArts! These terms and conditions, along with the cost estimate provided to you (the agreement), set
out the terms under which Dark Arts Global Pty Ltd ACN 634 089 295 (DarkArts) will provide the Services to you (“you”
or “the Client”).
By accepting and proceeding with our Cost Estimate, or otherwise proceeding with our services set out in the Cost
Estimate through written confirmation and payment, you agree to be bound by this agreement in accordance with clause 3.
in these terms and conditions, the following words and phrases have the following meaning:
a day (other than a Saturday, Sunday or any other day which is a public holiday) on which banks are open for general business in Brisbane.
information of or provided by a party to the other party under or in connection with this agreement that is by its nature confidential information, is designated by the party as confidential, or the other party knows or ought to know is confidential, but does not include information which is, or becomes, without a breach of confidentiality, public knowledge.
the cost estimate provided to the Client.
all displays, footage, photography or publications of any deliverables provided to the Client as part of the Services and any Deliverables specified in the Cost Estimate.
means the items set out in a Cost Estimate to be provided under this agreement.
Intellectual Property Rights
all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.
the dates, event duration and milestones set out in the Cost Estimate.
employees, secondees, agents, subcontractors and partners of the Client or DarkArts, as the case may be.
the hire of equipment, production services and labour.
This agreement is an agreement between DarkArts and the Client. Any third-party agencies, event organisers,
marketing agencies or subcontractors are not a party to this agreement. The Client is responsible for understanding
their obligations under this agreement and any potential inconsistencies that may arise with agreements with
parties outside of this contract.
COST ESTIMATE AND ACCEPTANCE
(a) DarkArts will provide the Client with a Cost Estimate outlining the project details and a cost estimate for
equipment, labour, call times and event duration (Cost Estimate).
(b) Any Equipment offered for hire is subject to availability. The availability of Equipment is listed in a Cost
Estimate based on the availability of such equipment on the date the Cost Estimate was issued and may be
subject to availability changes if a Client does not accept a Cost Estimate within 5 business days.
(c) A Client will be taken to have accepted a Cost Estimate if the Client provides written confirmation by return
email, makes payment for the Services, takes delivery or collection of any Equipment, or otherwise accepts
any part of the Services being performed.
(d) Once a Client accepts a Cost Estimate provided by DarkArts, this agreement forms a legally binding contract
between DarkArts and the Client.
KEY RIGHTS & OBLIGATIONS OF THE PARTIES
4.1 DARKARTS OBLIGATIONS
(a) In consideration for the payment of the fees set out in the Cost Estimate (Fees), DarkArts will provide the
Client with the equipment hire and labour hire (Services) set out in the Cost Estimate.
(b) DarkArts will perform the Services in accordance with this agreement (including any scope of work
referenced in the Cost Estimate) and applicable laws and regulations.
(c) DarkArts may subcontract any aspect of providing the Services and the Client hereby consents to such
(d) DarkArts may, in its discretion, not commence work, or withhold delivery of the Services or any Deliverable,
until any Fees have been paid.
4.2 CLIENT OBLIGATIONS
(a) The Client must provide DarkArts with all documentation, information and assistance reasonably required for
DarkArts to perform the Services.
(b) The Client must provide DarkArts and its employees, agents, partners and subcontractors (Personnel)
access to the venue (Venue) at all times specified in the Cost Estimate and reasonably required for
DarkArts to perform the Services.
(c) It is the Client’s responsibility to ensure that the Venue is fit for the intended purpose of the Services,
including having the right fixations, installations, storage capacity and structure for the intended use of the
Equipment and for the safe provision of the Services by DarkArts and its Personnel.
(d) The Client must ensure they obtain all permissions and approvals necessary for the use, storage and
installation of any Equipment.
(e) The Client represents that it will not breach any applicable laws, rules, regulations (including privacy laws)
and intellectual property rights to the extent that it applies to the Client.
(f) The Client must liaise with DarkArts as DarkArts reasonably requests for the purpose of enabling DarkArts
to provide the Services.
(g) The Client must pay additional service fees for changes to Services requested by the Client which are
outside the scope set out in the Cost Estimate (Changes). Changes must be agreed in advance in writing.
(a) (Fees) The Client must pay to DarkArts the Fees in the amounts and in accordance with the payment terms
set out in the Cost Estimate.
(b) (Custom Hire) Where the Client has custom specifications for the manufacture, purchase, adaptation or any
process to any Equipment, DarkArts reserves the right to receive full upfront payment prior to any
manufacture, purchase, adaptation or any process to such Equipment.
(c) (Upfront Payment Discounts) Any discounts on Equipment offered by DarkArts only apply where the Client
pays the relevant Fees upfront.
(d) (Invoices) Unless otherwise agreed in the Cost Estimate:
(i) if DarkArts issues an invoice to the Client, payment must be made by the time(s) specified in such
invoice, and in accordance with the payment method specified in the invoice; and
(ii) in all other circumstances, the Client must pay for all goods and services within 5 business days of
receiving an invoice for amounts payable.
(e) (Failure to Pay) If the Client fails to pay any amount due under this agreement by the date set out in an
(i) interest will accrue on the unpaid amount at a rate of 3% per month calculated on a daily basis to
reflect the genuine loss of DarkArts; and
(ii) after 60 days from the date set out in an invoice, DarkArts may refer the overdue amount to third
party debt collectors, the cost of which must be paid by the Client.
(f) (Expenses) Unless otherwise agreed in writing, any third party costs incurred by DarkArts in the course of
performing the Services may be billed to the Client.
(g) (GST) Unless otherwise indicated, amounts stated in the Cost Estimate do not include GST. If any GST is
payable for a taxable supply by DarkArts, the Client must pay the GST subject to DarkArts providing a tax
(h) (Surcharges) DarkArts reserves the right to charge credit card surcharges where payments are made using
a credit, debit or charge card (including Visa, MasterCard, and American Express).
(a) In the event that a Client cancels any of the Services or hire of any Equipment (Cancellation), the Client
must compensate DarkArts with the cancellation fees proportionate to the cancelled Services set out in
Table 1 below (Cancellation Fees).
(b) The Client acknowledges and agrees that the Cancellation Fees are a genuine reflection of the
proportionate business losses of DarkArts as a result of the Cancellation.
(c) All Cancellations must be notified to DarkArts by the Client in writing.
Cancellation Notice Period Cancellation Fees
At least fourteen (14) Business Days 30%
At least seven (7) Business Days 50%
Six (6) Business Days and less 100%
HIRE OF EQUIPMENT
(a) The Equipment is and will at all times remain the property of DarkArts, notwithstanding delivery of the
Equipment to the Client or the possession and use of the Equipment by the Client.
(b) The Client will not have any right, title or interest in or to the Equipment except as expressly set out in this
(a) The Client must not, without DarkArts’ prior written consent, part with possession of the Equipment during
the Hire Term.
The Client must not, without DarkArts’ prior written consent, allow any security interest, encumbrance, charge or
lien or any kind to arise in relation the Equipment.
OPERATION OF EQUIPMENT
8.1 DARKARTS PERSONNEL ONLY
(a) The Equipment will be at all times during the Hire Term only operated by DarkArts and DarkArts’ Personnel.
(b) The Client must ensure that their Personnel, event attendees, venue staff or any other persons at the event
do not interfere with, attempt to modify, compromise or do anything that may put the Equipment at risk of
being lost, stolen, damaged or destroyed.
(c) The Client will be responsible for any loss, damage, theft or destruction to the Equipment during the Hire
Term or any other time in which the Equipment is in the Client’s possession or care, where such loss,
damage, theft or destruction was caused or contributed to by the Client, its Personnel or event attendees.
The Equipment, once installed by DarkArts at the Venue, must remain in place at the Venue for the Hire Term
unless removed or otherwise instructed by DarkArts. The Client must ensure that their Personnel and event
attendees do not dismantle, re-install or otherwise tamper with the installation of the Equipment.
The Client acknowledges that DarkArts may, in its discretion, hold insurances in relation to the Equipment and its
Personnel but such insurances may not cover the Client or the Client’s use of the Equipment, including by its
Personnel or event attendees. DarkArts will have no obligation to insure the Client, their Personnel or event
attendees and the Client is strongly encouraged to take out adequate insurance to cover all potential liabilities that
could arise from their use of the Equipment.
If the Equipment is damaged, destroyed or stolen during the Hire Term, or otherwise when the Equipment is in the
Client’s possession or care:
(a) The Client must report this to DarkArts as soon as reasonably practical;
(b) the Client will be responsible for the costs of repair or replacement in accordance with clause 7.1(c) ; and
(c) if such damage, destruction or theft is covered by and compensated to DarkArts under an insurance policy,
then the Client must pay the relevant excess amount and any other reasonably incurred costs in relation to
(a) Each party must not, and must not permit any of its officers, employees, agents, contractors or related
companies to, use or disclose to any person any Confidential Information disclosed to it by the other party
without its prior written consent.
(b) This clause 3 does not apply to:
(i) information which is generally available to the public (other than as a result of a breach of this
agreement or another obligation of confidence);
(ii) information required to be disclosed by any law; or
(iii) information disclosed by DarkArts to its subcontractors, employees or agents for the purposes of
performing the Services or its obligations under this agreement.
(c) For the purposes of this agreement, “Confidential Information” means information of or provided by a party
to the other party under or in connection with this agreement that is by its nature confidential information, is
designated by the party as confidential, or the other party knows or ought to know is confidential, but does
not include information which is or becomes, without a breach of confidentiality, public knowledge.
(a) All Intellectual Property Rights in the Developed IP will immediately vest in DarkArts as those rights are
created. Unless otherwise agreed in writing, the Client will not acquire Intellectual Property Rights in any of
DarkArts IP or Developed IP under this agreement or allow any other third parties (including third party event
management or marketing agencies) to use these Intellectual Property Rights without DarkArts’ express
prior written consent.
(b) DarkArts grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use
DarkArts IP and any Developed IP to the extent required for the Client to use, enjoy the benefit of, or exploit
the Services and/or the Deliverables.
(c) The Client grants to DarkArts (and its subcontractors, employees and agents) a non-exclusive, royalty free,
non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably
required to perform any part of the Services.
(d) The Client warrants that DarkArts’s use of Client Content will not infringe any third-party Intellectual Property
Rights. The Client indemnifies DarkArts from and against all losses, claims, expenses, damages and
liabilities or costs which may arise out of such infringement.
(e) (Definitions) In this agreement:
(i) “Client Content” means any Material supplied by the Client to DarkArts under or in connection with
this agreement, including any Intellectual Property Rights attaching to that Material;
(ii) “Developed IP” means the Deliverables and any other Material produced by DarkArts in the course
of providing the Services, either alone or in conjunction with the Client or others, and any Intellectual
Property Rights attaching to that Material or the Deliverables;
(iii) “Intellectual Property Rights” means any and all present and future intellectual and industrial
property rights throughout the world, including copyright, trade marks, designs, patents or other
proprietary rights, Confidential Information and the right to have information kept confidential, or any
rights to registration of such rights whether created before or after the Start Date, whether registered
(iv) “DarkArts IP” means all Material owned or licensed by DarkArts that is not Developed IP and any
Intellectual Property Rights attaching to that Material; and
(v) “Material” means tangible and intangible information, documents, reports, drawings, and designs.
ACKNOWLEDGMENTS AND ACCREDITATIONS
Unless otherwise agreed in writing:
(a) all displays, footage, photography or publications of any Deliverables provided to the Client as part of the
Services (Deliverables) must bear an accreditation and/or a copyright notice including DarkArts’ name in
the form, size and location as directed by DarkArts; and
(b) DarkArts retains the right to describe the Services and reproduce, publish and display the Deliverables in
DarkArts’ portfolios and websites fo rhte purposes of recognition or professional advancement, and to be
credited with authorship of the Services and Deliverables in connection with such uses.
WARRANTIES, DISCLAIMERS AND LIABILITY
(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties
(whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this agreement
(b) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law in the
Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain
remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.
In preparing Deliverables, DarkArts will rely on information provided by the Client or third parties, such as
specifications or details about the Venue, event attendees and participants. DarkArts will have no
responsibility for any loss or damage suffered if such information relied on is incorrect, inaccurate or
(d) Third Parties
Where third parties, including but not limited to event management agencies and marketing agencies, fail to
meet any targets, milestones or deliverables (such as content) upon which the provision of DarkArts’
Services are reliant, DarkArts will not be responsible for any delays or failures in the Services.
(e) Technical Issues
While DarkArts will use its best endeavours to operate the Equipment and provide the Services for its
intended purpose, DarkArts will not be responsible for any technical or electrical delays, incidents or failures
outside of DarkArts’ control that may affect the performance of the Services.
DarkArts is not responsible for selecting or vetting an appropriate venue that is safe and fit for the intended
purpose of the Services and the use, installation, storage and security of the Equipment. This is the Client’s
(g) External Providers
DarkArts may recommend as part of the Services that the Client engage certain third party providers.
DarkArts has not vetted such external providers and will not be liable for any loss or damage the Clients
suffers by using such external providers.
(h) (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate
liability of DarkArts to the Client in respect of loss or damage sustained by the Client under or in connection
with this agreement is limited to the total Fees paid to DarkArts by the Client in the 6 months preceding the
first event giving rise to the relevant liability.
(i) (Indemnity) The Client agrees at all times to indemnify and hold harmless DarkArts and its officers,
employees and agents (“those indemnified”) from and against any loss (including reasonable legal costs)
or liability incurred or suffered by any of those indemnified where such loss or liability was caused or
contributed to by the Client or the Client’s officers’, employees’ or agents’ breach of any term of this
agreement or negligent, misleading, fraudulent or criminal act or omission.
(j) (Consequential loss) DarkArts will not be liable for any incidental, special or consequential loss or
damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings,
profits or revenue arising under or in connection with this agreement or any goods or services provided by
DarkArts, except to the extent this liability cannot be excluded under the Competition and Consumer Act
2010 (Cth) or any other applicable law.
(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence
court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief,
unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must
give the other party or parties to the dispute written notice containing reasonable details of the dispute and
requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve
the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as
agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal
proceedings to resolve the dispute.
(a) DarkArts may terminate this agreement for convenience at any time by providing 30 days’ written notice to
(b) Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other
party (Defaulting Party) if the Defaulting Party:
(i) is in breach of this agreement and either fails to remedy such breach within 14 days of receiving the
notice, or that breach is not capable of remedy;
(ii) ceases, suspends or threatens to cease or suspend to conduct its business.
(c) The date of termination will be the date that notice is given.
14.2 EFFECT OF TERMINATION
(a) If this agreement is terminated by DarkArts under clause 8.1(a) , DarkArts will provide the Client with a
refund of any amounts paid by the Client that relate to Services not performed by DarkArts as at the date of
(b) If this agreement is terminated by the Client under clause 8.1(b) or either party under clause 8.1(c) :
(i) DarkArts will retain any Fees already paid by the Client;
(ii) DarkArts will issue a pro-rata refund where Services have been paid for and only partially performed,
calculated in DarkArts’s reasonable discretion; and
(iii) the Client must pay for any Services fully or partially (on a pro-rata basis) performed by DarkArts as
at the date of termination and not already paid for by the Client, calculated in DarkArts’s reasonable
(c) Upon termination of this agreement:
(i) each party must return all property and Confidential Information of the other party; and
(ii) no rights, liabilities or remedies of any party will be invalidated by the termination.
Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this
agreement will survive and be enforceable after such termination or expiry.
(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this
agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must
give to the other party prompt written of:
(i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which the Affected Party will be unable to perform or be
delayed in performing its obligation.
(b) Subject to compliance with clause 14(a) , the relevant obligation will be suspended during the Force Majeure
Event to the extent that it is affected by the Force Majeure Event.
(c) The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as
quickly as possible.
(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii) strikes or other industrial action outside of the control of the Affected Party;
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic,
(iv) any decision by a government authority in relation to COVID-19, or any threat of COVID-19 beyond
the reasonable control of the Affected Party, to the extent that it affects the Affected Party’s ability to
perform its obligations.
A notice or other communication to a party under this agreement must be in English and delivered to the email
address for notices set out in the Cost Estimate, or such other email address regularly used to correspond between
the parties. Notices will be deemed to be received 24 hours after the email was sent, unless replied to earlier.
17.1 GOVERNING LAW AND JURISDICTION
This agreement is governed by the law applying in Queensland, Australia. Each party irrevocably submits to the
exclusive jurisdiction of the courts of Queensland, Australia and courts of appeal from them in respect of any
proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the
venue of any legal process on the basis that the process has been brought in an inconvenient forum.
This agreement may only be amended in accordance with a written agreement between the parties.
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the
waiver is in writing and signed by the party granting the waiver.
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void
or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise
17.5 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the
prior written consent of the other party.
This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this
agreement and all together constitute one agreement.
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection
with negotiating, preparing, executing and performing this agreement.
17.9 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct,
arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.