T&cs

1. Terms & conditions

1.1 the terms and conditions in the misfits agency section apply to misfits agency orders.
1.2 the terms and conditions in the misfits agency section are the terms and conditions upon which
we provide services to you as described in this section.
1.3 the booking order together with the terms and conditions in the misfits agency section make
up the agreement between you and us in respect of your misfits agency order.
1.4 you are bound by these terms and conditions and agree to make payment to us in accordance
with these terms and conditions.
1.5 any other conditions proposed by you shall be void unless accepted by us in writing.

2. Definitions

2.1 in the misfits agency section the following words have the following meaning
booking order means the means the order placed by you for you to engage us to provide
services to you budget means the budget for the service set out in the booking order
contract means the document or documents setting out the services to be provided by us together
with these terms and conditions and a signed budget.
Event means the planned gathering of people that is organized by any individual, group or
company for the purpose of celebration, education, marketing, networking or business functions such
as breakfasts, lunches, dinners, cocktail parties, networking opportunities, conferences, management
retreats and team building activities.
Final delivery date means the date by which we will complete the services mentioned in your
agency order youmeans the person, firm or organisation engaging our services.
We, us, the misfits agency means the misfits media pty limited abn 13601560909
services means the services to be provided by us which include but are not limited to: event
planning, event design, event management, event hosting, provision of marketing support, project
management, graphic design processes, market research, pr services, sponsorship, content
production, media buying and other marketing or advertising services.
Our suppliers mean the supply partners we work with to provide services/products.

3. Agency terms

3.1 the contract commences when you return to us a booking order signed by you incorporating
these terms and conditions.
3.2 if a supplier we have engaged is not able to provide the product and/or service as originally
quoted in your booking order, we will endeavour to find a replacement of similar value and/or
quality. We will not be liable for any loss or damage suffered as a result of a supplier not being
able to provide a product or service.
3.3 if you give us written notice prior to the final delivery date we may, in our sole discretion,
agree to change the final delivery date date subject to payment being made by you of all work
completed up to the date the notice is received and you agreeing to any new quote for additional
hours and/or work required to meet the amended final delivery date.
3.4 you agree and acknowledge that we incur costs and expenses in providing services to you and
that we will suffer loss and damage if you cancel the services mentioned in your booking order.
You agree and acknowledge that the amounts set out in clause 3.5 are reasonable estimates of the
amount of costs, expenses, loss and damage we will incur in the event that our services are
cancelled.
3.5 in the event that you request that we cancel the services mentioned in the booking order and
we do not agree to change the final delivery date then you will pay to us the following amounts:
(a) if the final delivery date is more than 90 days from the date of your written notice
provided under this clause then you will be liable for and must pay to us 75% of the amount
of the budget (or the full amount of services delivered by that date plus 20%, whichever is
greater); and
(b) if the final delivery date is within 0-89 days from the date of your written notice
provided under this clause then you will be liable for and must pay us the full amount of the
budget.

4. Our fees

4.1 the fees in respect of the services we provide will be specified in the booking order.
4.2 payment of our fees must be made by you in the following way:
(a) we will issue to you an invoice for an amount of 50% of the budget and the invoice
must be paid within the time or by the time stipulated on the invoice;
(b)we will issue to you an invoice for an amount of a further 40% of the budget at least
60 days prior to the final delivery date and the invoice must be paid within the time or by
the date stiupulated on the invoice;
(c) upon completion of the services mentioned in the booking order we will issue to you an
invoice for the balance of the budget plus any agreed disbursements and the invoice must
be paid within the time or by the date stiupulated on the invoice; and
(d) unless otherwise stated, the payment terms of our invoices are 14 days.
4.3 for booking orders that are booked with less than 60 days lead time before the final delivery
date:
(a) we will issue to you an invoice for an amount of 90% of the budget and the invoice
must be paid within the time or by the time stipulated on the invoice;
(b) upon completion of the services mentioned in the booking order we will issue to you an
invoice for the balance of the budget plus any agreed disbursement and the invoice must
be paid within the time or by the date stiupulated on the invoice; and
(d) unless otherwise stated, the payment terms of our invoices are 14 days.
4.4 for graphic design services, the misfits agency will include one complimentary edit/change to
the initial design. Additional changes will be charged at our standard hourly rates (or agreed
hourly rates)
4.5 you agree to pay us interest on monies due and payable at the rate of 3% per annum from
the date that is 14 days from the date when the monies become due and payable as stipulated on
the invoice.
4.6 you agree to pay us our reasonable legal costs, bank fees and charges, any other reasonable
expenses incurred in attempting to recover the debt and any fees and commissions or other amounts
we pay to any collection agency to act on our behalf.
4.7 you agree to and hereby charge all of your property to secure payment of all monies due or
which become payable to us. You consent to us registering a non-lapsing caveat over any of your
property to secure our charge over that property.
4.8 you agree to deliver to us, within seven (7) days of demand, a properly executed and
registrable real property mortgage over any or all of your property in a form approved by us.

5. Your obligations

5.1 you agree and acknowledge that when we provide services to you you, your employees,
agents, officers or guests must follow any reasonable instruction given to you by us or our suppliers.
5.2 In the event that you, your employees, agents, officers or guests fail to follow our or our
supplier’s reasonable instructions, resulting in loss or damage (including consequential loss or
damage) to us we will hold you liable for that loss and damage.
5.3 in the event that you, your employees, agents, officers or guests fail to follow our or our
suppliers reasonable instructions, you agree to indemnify us in respect of any resulting action, claim
or demand being made against us.
5.4 for each preferred supplier, we will advise you in respect of their terms and conditions and
payment schedule. We will not make advance payments to suppliers on your behalf (unless
otherwise agreed).
5.5 you must ensure we have received cleared payment in time for us to meet the suppliers payment
schedules, as set out in your budget.
5.6 we will not be liable for any loss and damage incurred by you as a consequence ofthe supplier
withdrawing its service because of your failure to clear the necessary funds in time to meet the
payments due to the supplier.
5.7 you agree and acknowledge that:
(a) where we engaged third parties to provide services on your behalf we do so as your
agent; and
(b) you are liable for all payment due to suppliers engaged by us on your behalf.

6. Limits of our liability

6.1 we will not be liable if we are unable to complete an event by the final delivery date because
of delays arising as a result of

acts of god, strikes, riots or lockouts, adverse weather conditions,
loss, damage or cancellation due to fire, flood or interruption of electrical power or other utilities,
equipment or transmission failure or any other cause beyond our control
6.2 we will not be liable in respect of any breach of the contract for any consequential loss
whatsoever suffered by the client or their guests
6.3 subject to any state or federal legislation which expressly prohibits the exclusion of any
condition or warranty which may be implied into any contract:
(a) all conditions, warranties and representations on the part of us which are not contained
in or incorporated by reference in these terms and conditions or on the fact hereof, whether
express or implied, statutory or otherwise, and whether collateral or antecedent hereto or
otherwise, are hereby expressly excluded;.
(b) we will be under no liability whatsoever to you for any loss or damage (including
consequential loss or damage) suffered or caused as a result of or arising out of any act or
omission (whether negligent or otherwise) by us our servants or agents or any other person
in any way related to or arising out of the performance of this contract by us;

7. Ending this contract

7.1 we may end this contract immediately upon the happening of any of the following events of
default:
(a) you are in default of any payment due under any contract or in payment of any monies
due to us;
(b) you are in breach of any term of this contract;
(c) a resolution is passed or proposed or a petition is presented or an application filed for
the winding-up of you;
(d) a receiver or receiver and manager is appointed over the property or any part of the
property of you;
(e) you make or propose to make any arrangements with your creditors;
(f) you are placed into voluntary administration;
(g) execution is levied upon any of your assets; or
(h) you become bankrupt.
7.2 in the event that we end this contract under clause 7.1 you will pay to us our costs, expenses,
loss and damage incurred as a result of your default.

8. Miscellaneous

8.1 a certificate signed by an officer of us stating the amount due and payable by you will be
prima facie evidence of the amount due and payable.
8.2 if any provision or part of any provision of any contract is or becomes unenforceable or void
or voidable, that provision or part thereof (as the case may be) will be severed from the contact
so that the validity and enforceability of the remaining provisions will not be affected.
8.3 you may not deal with (including, to avoid doubt, assign) any of its rights or obligations under
these terms and conditions without our prior written consent and any dealing without that prior
written consent is void and of no effect.
8.4 we have public liability insurance up to the sum of $20 million aud.
8.5 covid-19 restrictions:
(a) if our services include the hosting of an event and the event is unable to be held due to
covid-19 restrictions preventing gatherings from being held in the event location or
restrictions are in place in the event location as at the time of the event and physical
distancing requirements otherwise require that fewer guests can attend the event than
planned, and you do not elect for the event to still be held and reduce the number of guests
to the amount advised as the maximum permissible by the venue then either:
(i) the event shall be postponed to a date mutually agreed by the parties; or
(ii) the event shall be cancelled in accordance with clause 8.5(c).
(b) if you elect to proceed with an event with fewer guests than contemplated, the original
budget shall apply unless we otherwise agree.
(c) cancellation: an event will be cancelled in accordance with clause 8.5(a)(ii) if the parties
cannot agree a postponement under clause 8.5(c). In the event of such cancellation, we will
be entitled to retain the amount of any costs and other amounts incurred by us in respect of
the event which we are unable to reasonably recover (such as staffing hours, project
management fee and all third-party costs incurred for completed tasks). Any additional
monies we hold on your behaf above this amount will be returned to you.
(d) we may engage third-party suppliers for the event and as such are bound to covid19
terms of this third-party supplier including but not limited to hire contracts, minimum
spends and other external expenses.
(e) postponement: any postponement of an event will only be confirmed once we have
agreed to the postponement and rescheduled dates in writing. In the case of an event
postponement being authorised by us, the original contracted price under the contract will
apply and a new contract will be issued, outlining the new event date and amending any
other terms that we see fit. The amount of any costs and other amounts incurred by us in
respect of the original event which we are unable to reasonably recover (such as staffing
hours, project management fee, third-party costs, hire contracts and other external
expenses, must be paid by you in addition to the price of the new contract.
(f) postponement pricing: pricing for all contracted events signed within the period of 12
months from the date of which the original budget is agreed unless the new date requested
results in an increased cost. This agreement is subject to venue/s and accommodation
availability for the requested date/s and can only apply to the person named in the agency
booking.