LEEP BOOKING TERMS AND CONDITIONS, PURCHASE, SALE AND CONTRACT OF ENGAGEMENT

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Unless the context otherwise requires:

Agreement means the entire contractual arrangement between LEEP and the Customer constituted in accordance with clause 3.

Approved Variation means an alteration, addition, deletion, substitution, or enlargement of the Services approved in accordance with these Terms.

Booking means the Customer's reservation, purchase, commission, order, or engagement of LEEP.

Booking Price means the amount payable for the Services identified in the Agreement together with approved Variations and other properly authorized charges.

Booking Summary means the final electronic or written record generated or maintained by LEEP identifying the material commercial particulars of the Booking.

Business Day means a day other than Saturday, Sunday, or a public holiday in New South Wales.

Client Materials means photographs, footage, recordings, graphics, logos, trademarks, music, scripts, documents, data, information, Intellectual Property, or other materials supplied by or on behalf of the Customer.

Confidential Information means information confidential by its nature or circumstances of disclosure, including business information, pricing methodologies, production methodologies, unreleased content, production documentation, credentials, Customer information, scripts, concepts, technical information, trade secrets, and commercially sensitive information.

Customer Copy means a copy of a completed production expressly included within the Customer's purchased package or subsequently agreed in writing.

Deliverables means the particular completed materials which LEEP has expressly agreed to deliver to the Customer.

Event means the event, experience, activity, performance, production, filming, recording, presentation, campaign, or other undertaking for which Services are commissioned.

Event Date means the agreed date or dates upon which Event related Services are scheduled.

Force Majeure Event has the meaning given in clause 46.

Intellectual Property Rights includes copyright, trademarks, designs, patents, database rights, trade secrets, confidential information, know how, moral rights, domain names, business names, and analogous proprietary rights.

LEEP means Iconic Productions Pty Limited carrying on business through its registered business names Iconic LEEP and LEEP (Life Experiences Events Productions).

Participant means a person attending, appearing in, participating in, performing at, assisting with, or otherwise involved in an Event.

Production Agreement means the LEEP Production Agreement applicable to the Booking.

Production Materials includes Raw Footage, photographs, audio, project files, working files, drafts, timelines, graphics, production documents, source files, technical files, editing projects, and other materials created or acquired in connection with production.

Raw Footage means unedited or substantially unprocessed audiovisual, photographic, or audio material captured in connection with the Services.

Services means the services expressly agreed to be supplied by LEEP under the Agreement.

Signatory means a person who executes or otherwise lawfully assents to the Production Agreement.

Venue means premises or a location at which an Event or Services occur.

1.2 Interpretation

Headings are included for convenience and do not restrict interpretation.

Words importing the singular include the plural and vice versa where the context permits.

A reference to legislation includes amendments, replacements, subordinate legislation, and successor legislation where applicable.

The expressions "including," "includes," and analogous expressions are illustrative and are not words of limitation.

Where a contractual provision is capable of lawful and unlawful constructions, the lawful construction shall be preferred to the extent permitted by law.

2. FORMATION OF LEGALLY BINDING AGREEMENT

2.1 Formation

A legally binding Agreement is formed at the earliest time at which:

(a) the Customer has been presented with, or given reasonable access to, these Terms and the applicable contractual documents;

(b) the Customer has completed the material Booking particulars required for contractual formation; and

(c) the Customer thereafter executes the Production Agreement, expressly accepts the Booking, authorizes a payment expressly identified as constituting contractual acceptance, or otherwise objectively manifests unequivocal assent to be legally bound.

Submission of an incomplete inquiry, expression of interest, request for information, preliminary quotation request, provisional selection, or other precontractual communication does not of itself constitute formation of a legally binding Agreement.

For the avoidance of doubt, contractual formation shall be assessed objectively having regard to the entire transaction, the documents presented to the Customer, the Customer's conduct, and applicable law.

2.2 Opportunity to Review

LEEP shall make these Terms reasonably available to the Customer before contractual acceptance.

By executing the Production Agreement or otherwise accepting the Agreement, the Customer acknowledges having been afforded a reasonable opportunity to review these Terms.

2.3 Voluntary Assent

Execution must be undertaken voluntarily by a person possessing the requisite legal capacity and authority.

Nothing in this clause prevents a party from establishing fraud, coercion, mistake, lack of authority, or another matter recognized by law.

3. CONTRACTUAL DOCUMENTS AND ORDER OF PRECEDENCE

3.1 Contractual Framework

The Agreement comprises, where applicable:

(a) a specifically negotiated written variation expressly approved by both parties;

(b) the executed LEEP Production Agreement;

(c) the final Booking Summary;

(d) approved written Variations and quotations;

(e) the applicable invoice and payment schedule;

(f) these Terms; and

(g) another document expressly incorporated by reference.

3.2 Order of Precedence

Where an actual and irreconcilable inconsistency exists, the following descending order of precedence applies:

1. a specifically negotiated written variation approved by both parties;
2. the executed Production Agreement;
3. the final Booking Summary and Customer selections;
4. an approved written quotation or Variation;
5. the applicable invoice and payment schedule;
6. these Terms;
7. general website or promotional material.

3.3 Conjunctive Construction

No inconsistency arises merely because one instrument contains greater particularity, greater detail, or an additional compatible obligation.

Where reasonably possible, the contractual instruments shall be construed conjunctively so as to afford lawful and commercially efficacious operation to each.

3.4 Website Representations

General descriptive, explanatory, illustrative, portfolio, photographic, or promotional website material does not enlarge the expressly purchased scope of Services unless incorporated into the Agreement.

Nothing in this clause excludes or restricts responsibility for a representation where applicable law prohibits such exclusion or restriction.

3.5 Specific Precontractual Representations

If the Customer considers a particular precontractual representation, assurance, specification, promised feature, delivery requirement, performance characteristic, or other matter to be material to the Customer's decision to enter into the Agreement, the Customer should ensure that matter is recorded in the Production Agreement, Booking Summary, agreed production brief, quotation, or Approved Variation.

Nothing in this clause excludes, restricts, diminishes, or purports to extinguish any liability, right, or remedy arising from:

(a) misleading or deceptive conduct;

(b) false or misleading representation;

(c) fraud;

(d) fraudulent misrepresentation; or

(e) another matter which applicable law prohibits LEEP from excluding or restricting.

4. AUTHORITY AND CAPACITY

An individual entering the Agreement warrants that they possess the legal capacity necessary to do so.

A person purporting to act for a corporation, partnership, trust, association, organization, government body, principal, or another person warrants that they possess the authority represented by them.

A person must not knowingly purport to bind another person or entity without lawful authority.

5. MULTIPLE SIGNATORIES AND REPRESENTATIVE CAPACITY

5.1 Individual Customers

Where two or more persons are expressly identified in the Booking as Customers in their personal capacities, their obligations are joint and several to the extent permitted by law unless the Booking Summary expressly provides otherwise.

5.2 Representatives

A Signatory who signs solely in a disclosed representative capacity for a corporation, organization, trust, government body, partnership, or other legal Customer does not merely by signing assume personal liability for that Customer's contractual payment obligations.

This clause does not affect personal liability arising independently under law, from fraud, from a separate guarantee, or from an express contractual assumption of personal liability.

5.3 Signature Representation

Each Signatory represents that:

(a) information attributed to them is materially accurate;

(b) a signature applied in their designated signature field is their own or has been lawfully applied;

(c) they possess the authority represented in the Booking; and

(d) they intend their execution to have legal effect.

5.4 Unauthorized Signature

A person must not knowingly fabricate, reproduce, trace, or apply another person's signature without lawful authority.

6. ACCURACY OF INFORMATION

The Customer warrants, to the best of their knowledge, that material information supplied throughout the Booking is truthful, accurate, complete, and not misleading.

LEEP may reasonably rely upon instructions, specifications, approvals, information, and representations supplied by the Customer or an authorized representative.

LEEP shall not be responsible for additional expense, delay, reduced production capability, reworking, or other consequences caused by materially inaccurate, incomplete, misleading, or untimely Customer information except to the extent that LEEP caused or contributed to those consequences.

7. ENGAGEMENT AND SCOPE OF SERVICES

The Customer engages LEEP to provide the selected LEEP package or product and any approved add ons identified in the Booking Summary.

Production scope, scheduling, Deliverables, usage rights, personnel, equipment, and separately quoted materials remain subject to:

(a) the Agreement;

(b) the final production schedule;

(c) availability;

(d) applicable approvals; and

(e) circumstances reasonably affecting production.

A Service is not included merely because it might ordinarily be associated with a production of a similar nature.

8. ADD ONS AND ADDITIONAL EXPENDITURE

Additional material, equipment, personnel, production, travel, accommodation, or other expenditure identified as subject to quotation shall not be charged without the Customer's prior approval.

Approval may be provided electronically or through another written method capable of evidencing assent.

LEEP may decline a requested addition where it is impracticable, unavailable, unsafe, unlawful, or incompatible with production requirements.

9. VARIATIONS

The Customer may request a Variation.

LEEP may accept or decline the request having regard to:

(a) feasibility;

(b) personnel;

(c) equipment;

(d) scheduling;

(e) artistic considerations;

(f) safety;

(g) supplier availability; and

(h) commercial considerations.

Where reasonably practicable, LEEP shall disclose a material additional charge or the basis upon which it will be calculated before undertaking a chargeable Variation.

10. CREATIVE AND PROFESSIONAL JUDGMENT

LEEP retains reasonable professional and creative discretion in relation to matters not expressly prescribed by the Production Agreement, Booking Summary, agreed production brief, or subsequently approved written instruction.

Creative discretion does not authorize material departure from an expressly agreed requirement.

Subject to that qualification and applicable law, disagreement based solely upon subjective artistic, editorial, cinematographic, photographic, musical, stylistic, or creative preference does not of itself establish defective performance.

LEEP shall perform Services with the due care and skill required by applicable law.

11. PRODUCTION BRIEF

Where a production brief has been expressly agreed, LEEP shall use that brief as the principal creative and operational reference for matters addressed by it.

A production brief does not enlarge the Services beyond the package, Booking Summary, approved Variations, or other contractual inclusions unless expressly agreed.

An alteration to an approved production brief may constitute a Variation where additional work, personnel, equipment, expenditure, or scheduling is required.

12. NO GUARANTEE OF COMMERCIAL OUTCOME

Unless expressly guaranteed in writing, LEEP does not warrant any particular:

(a) revenue;

(b) sales;

(c) attendance;

(d) publicity;

(e) audience engagement;

(f) media exposure;

(g) social media performance;

(h) commercial success;

(i) sponsorship;

(j) award or recognition;

(k) market penetration;

(l) viewer numbers;

(m) online distribution result; or

(n) other commercial, promotional, or reputational outcome.

Statements concerning objectives, aspirations, projections, strategies, anticipated benefits, or intended outcomes do not constitute guarantees unless expressly identified as such.

13. PRICING

Unless expressly stated otherwise:

(a) prices are expressed in Australian dollars;

(b) GST is treated in accordance with applicable Australian taxation law;

(c) the applicable price is the price accepted when the Agreement is formed;

(d) subsequently approved additions may attract additional charges; and

(e) separate discounts, promotional concessions, or offers cannot be aggregated unless expressly permitted.

14. PAYMENT OPTIONS

Depending upon the Booking and offers then available, LEEP may offer:

(a) Regular Payment;

(b) Pay Now, with an expressly disclosed discount;

(c) 50/50 Split Payment, with any expressly disclosed discount;

(d) Four Payment Arrangement;

(e) Two Equal Payment Arrangement; or

(f) another payment structure expressly offered by LEEP.

The payment arrangement selected and recorded in the Booking Summary governs the Booking.

Availability of an arrangement for one Booking does not create an entitlement to that arrangement for another Booking.

15. DISCOUNTED PAYMENT ARRANGEMENTS

A discount associated with a particular payment arrangement forms part of the pricing methodology applicable to that arrangement.

It is not independently redeemable for cash and cannot retrospectively be transferred to another payment arrangement unless expressly agreed.

LEEP shall not retrospectively withdraw a properly earned discount merely because another payment structure subsequently becomes commercially preferable to LEEP.

16. INSTALLMENTS

Where installments are selected, each installment must be paid in the amount and by the date specified in the applicable payment schedule.

Payment of an earlier installment does not extinguish subsequent payment obligations properly falling due.

The Booking Summary and payment schedule determine the applicable installment amounts and dates.

17. PAYMENT DEFAULT

If a payment fails, is dishonored, rejected, reversed, or remains overdue, LEEP may provide notice and a reasonable opportunity to remedy the default, having regard to the proximity of the Event and nature of the Services.

Where a material payment default remains unremedied, LEEP may, to the extent permitted by law:

(a) suspend unperformed Services;

(b) postpone production or post production;

(c) withhold Deliverables not legally required to be supplied;

(d) decline further expenditure on the Customer's behalf; and

(e) exercise available contractual and legal remedies.

LEEP shall not recover the same loss twice.

18. CHARGEBACKS AND PAYMENT REVERSALS

Nothing in this Agreement prevents a Customer from lawfully disputing a transaction or exercising a legitimate right available through a financial institution, card issuer, payment provider, regulator, tribunal, or court.

The Customer must not knowingly characterize an authorized transaction as unauthorized, fraudulent, duplicated, undelivered, or otherwise improper where that characterization is materially false.

A payment reversal does not itself extinguish an underlying contractual debt which remains legally payable.

LEEP may provide an authorized decision maker with evidence reasonably necessary to substantiate a transaction, including:

(a) the Production Agreement;

(b) the Booking Summary;

(c) signature information;

(d) payment records;

(e) approvals;

(f) correspondence;

(g) production records; and

(h) evidence of Services supplied.

Reasonable external costs actually and properly incurred as a direct consequence of a wrongful payment reversal may be recoverable to the extent permitted by law.

19. CUSTOMER CANCELLATION

19.1 Cancellation and Recoverable Loss

A Customer seeking cancellation must notify LEEP in writing as soon as reasonably practicable.

Cancellation does not automatically extinguish:

(a) amounts already accrued;

(b) Services already performed;

(c) reasonable preparatory work;

(d) nonrecoverable third party expenditure;

(e) personnel or resources already committed; or

(f) demonstrable loss arising from production capacity specifically reserved for the Booking which cannot reasonably be reallocated.

LEEP may retain or recover only such loss as reasonably arises from the cancellation and is lawfully recoverable.

LEEP shall:

(a) take reasonable steps to mitigate recoverable loss;

(b) give reasonable credit for expenditure avoided;

(c) give reasonable credit for production capacity successfully reallocated; and

(d) not recover the same loss twice.

No cancellation amount shall constitute a penalty at law.

19.2 Cancellation Assessment and Explanation

Where an amount retained, deducted, or claimed by LEEP following cancellation is materially disputed, LEEP shall, upon reasonable written request, provide a reasonable explanation of the principal components comprising the amount retained or claimed.

Those components may include, where applicable:

(a) Services already performed;

(b) preparatory or administrative work already undertaken;

(c) committed third party expenditure;

(d) personnel or production resources already committed;

(e) nonrecoverable expenditure;

(f) demonstrable loss arising from production capacity specifically reserved for the Booking and incapable of reasonable reallocation; and

(g) other loss lawfully recoverable under the Agreement or applicable law.

In calculating such an amount, LEEP shall take account of:

(a) costs reasonably avoided;

(b) production capacity successfully reallocated;

(c) expenditure not ultimately incurred; and

(d) reasonable mitigation undertaken by LEEP.

LEEP is not required by this clause to disclose:

(a) legally privileged material;

(b) confidential third party information;

(c) proprietary pricing methodologies;

(d) internal margins;

(e) trade secrets; or

(f) other commercially sensitive material,

except to the extent disclosure is required by law or reasonably necessary to explain the basis upon which the disputed amount has been calculated.

This clause does not authorize LEEP to recover a penalty or to obtain double recovery.

20. CHANGE OF MIND

Subject to rights which cannot lawfully be excluded, LEEP is not required to provide a refund merely because the Customer:

(a) changes their mind;

(b) no longer requires the Services;

(c) experiences changed personal or commercial circumstances; or

(d) voluntarily elects not to proceed.

21. POSTPONEMENT AND RESCHEDULING

A request to change an Event Date is subject to availability.

LEEP does not guarantee that identical personnel, equipment, suppliers, Venue arrangements, or other resources will remain available on the replacement date.

Where rescheduling is accepted, reasonable additional costs directly arising from the rescheduling may be payable where disclosed and lawfully recoverable.

Where reasonably practicable, LEEP and the Customer shall endeavor to preserve the commercial purpose of the Booking before cancellation becomes necessary.

22. CUSTOMER CAUSED DELAY

Where performance is materially delayed, prevented, disrupted, or rendered more expensive because of the Customer or a person for whom the Customer is responsible, LEEP may reasonably:

(a) adjust the production timetable;

(b) alter sequencing;

(c) reschedule affected Services; and

(d) recover reasonable additional costs directly attributable to that circumstance.

LEEP shall not recover additional costs to the extent the relevant delay was caused or materially contributed to by LEEP.

23. CUSTOMER INACTIVITY AND DORMANT PROJECTS

Where further performance requires information, approval, materials, instructions, access, or participation from the Customer and the Customer fails to provide the required response within a reasonable period after written request, LEEP may suspend the affected work.

If inactivity continues after further reasonable written notice, LEEP may designate the project Dormant.

A Dormant project may be subject to:

(a) rescheduling;

(b) renewed personnel or equipment availability;

(c) revised third party costs;

(d) changes in supplier pricing; and

(e) reasonable recommencement charges where additional work is genuinely required because of the period of inactivity.

LEEP shall not impose a recommencement charge merely as a penalty for inactivity.

Designation of a project as Dormant does not automatically extinguish accrued contractual rights.

24. DELIVERY AND COMPLETION TIMEFRAMES

A delivery or completion date expressly identified in the Agreement as guaranteed shall be treated as binding subject to the other provisions of the Agreement and applicable law.

A date described as:

(a) estimated;

(b) indicative;

(c) anticipated;

(d) proposed;

(e) approximate; or

(f) target,

is not a guaranteed completion date unless expressly stated otherwise.

Where no binding date has been fixed, LEEP shall provide the Services within the period required by applicable law having regard to the nature, complexity, circumstances, approvals, and requirements of the production.

25. CUSTOMER APPROVALS

Where LEEP submits a production element for approval, the Customer must provide approval or requested amendments within a reasonable stipulated period.

LEEP may reasonably rely upon approval given by the Customer or an authorized representative.

Failure to respond does not constitute deemed approval merely by lapse of time unless the parties expressly agree otherwise.

Where Customer delay in providing approval causes production delay, rescheduling, additional expense, or unavailability, clauses 22 and 23 may apply.

26. REVISIONS

The number and scope of revisions included in a Booking are those expressly stated in the package, Booking Summary, Production Agreement, quotation, or approved Variation.

Unless expressly included, unlimited revisions are not provided.

A revision means a requested alteration to work already produced within the agreed scope.

A request that materially changes the agreed concept, structure, content, duration, production brief, Deliverables, or previously approved direction may constitute a Variation rather than a revision.

Additional or materially expanded revisions may constitute chargeable Variations subject to prior approval of material additional charges.

A request correcting LEEP's failure to conform a Deliverable to an expressly agreed requirement shall not be characterized as a discretionary Customer revision where applicable law requires rectification.

27. VENUE RESPONSIBILITIES

Where the Customer procures the Venue, the Customer must disclose known restrictions materially affecting:

(a) filming;

(b) photography;

(c) recording;

(d) equipment;

(e) parking and loading;

(f) electrical supply;

(g) accessibility;

(h) security;

(i) operating hours;

(j) noise;

(k) permits;

(l) access; or

(m) production activities.

LEEP is not responsible for reduction or failure of Services resulting from undisclosed restrictions outside its reasonable control.

28. CREW AND PERSONNEL

LEEP may determine the deployment and allocation of its employees, contractors, technicians, creatives, and production crew subject to expressly purchased personnel requirements.

Identification of a particular employee, contractor, technician, or crew member does not constitute an immutable guarantee of that person's attendance unless expressly stated in writing.

Where substitution becomes reasonably necessary, LEEP may provide a suitably competent replacement having regard to the nature and requirements of the Services.

29. EQUIPMENT AND SUBSTITUTION

LEEP shall use equipment reasonably suitable for the contracted production requirements.

Where a specific equipment level, category, or item is expressly purchased, LEEP shall endeavor to provide that equipment.

If specified equipment becomes unavailable because of breakdown, loss, safety concerns, supplier failure, or circumstances beyond LEEP's reasonable control, LEEP may substitute equipment which, objectively considered, is reasonably capable of fulfilling the material production function for which the original equipment was selected.

LEEP shall not deliberately substitute materially inferior equipment merely for commercial convenience where the Customer has specifically paid for a higher equipment category.

Where a substitution materially diminishes the Service purchased, the Customer retains applicable contractual and statutory rights.

30. TRAVEL AND ACCOMMODATION

Travel, accommodation, transportation, parking, tolls, freight, excess baggage, permits, and analogous logistical expenditure are included only where expressly stated.

Where additional travel or accommodation becomes necessary because of a Customer requested Variation, the Customer shall be advised of material additional charges before those charges are incurred where reasonably practicable.

31. SAFETY

LEEP may issue reasonable directions concerning safety, production operations, equipment, and restricted areas.

LEEP may suspend affected Services where circumstances present an imminent or material risk to health, safety, personnel, Participants, equipment, or property.

LEEP may require removal from a production area of a person who:

(a) materially interferes with production;

(b) deliberately damages property;

(c) unlawfully harasses personnel; or

(d) creates a material safety risk.

Nothing in this clause authorizes arbitrary, discriminatory, or unlawful exclusion.

32. DAMAGE TO EQUIPMENT OR PROPERTY

The Customer is responsible, to the extent permitted by law, for loss of or damage to LEEP equipment or property directly caused by the deliberate, reckless, or negligent conduct of the Customer or a person for whom the Customer is legally responsible.

The Customer is not responsible merely because damage occurs at an Event.

LEEP must take reasonable steps to mitigate loss and may recover no more than the loss lawfully recoverable.

33. COPYRIGHT AND OWNERSHIP

Except where expressly agreed otherwise in writing, copyright in Production Materials created by LEEP remains vested in Iconic Productions Pty Limited or the relevant lawful rights holder.

Payment for Services does not, without an express written assignment, constitute an assignment of copyright.

34. CUSTOMER COPY

Where the purchased package expressly includes a Customer Copy, LEEP shall provide the applicable completed Deliverable subject to the Agreement.

Unless expressly stated otherwise, provision of a Customer Copy does not transfer:

(a) copyright;

(b) Raw Footage;

(c) source files;

(d) editing project files;

(e) production templates;

(f) proprietary production systems;

(g) alternate takes;

(h) intermediate materials; or

(i) third party licensed assets.

35. PACKAGES WITHOUT CUSTOMER COPY

Where a LEEP package does not include a Customer Copy of the final production, resulting content may be distributed, exhibited, published, transmitted, archived, or otherwise dealt with in accordance with:

(a) the applicable Iconic Productions program terms;

(b) the Production Agreement;

(c) permissions obtained; and

(d) applicable law.

The absence of a Customer Copy entitlement does not confer ownership of Production Materials upon the Customer.

36. RAW FOOTAGE, PROJECT FILES AND SOURCE MATERIALS

Unless expressly included in the Booking Summary or subsequently agreed in writing, Raw Footage, source files, editing timelines, alternate takes, discarded material, project files, production files, working files, intermediate creative materials, and other source materials are not Deliverables.

No entitlement to those materials arises merely by implication from payment of the Booking Price.

LEEP may decline release where disclosure would:

(a) infringe third party rights;

(b) disclose proprietary production methodologies;

(c) compromise privacy or confidentiality;

(d) breach a contractual restriction; or

(e) otherwise be unlawful.

Where LEEP agrees to supply such materials, additional charges, technical conditions, storage requirements, licensing restrictions, or third party rights may apply.

37. CUSTOMER USAGE LICENSE

37.1 Default Customer License

Where LEEP retains copyright but provides a Customer Copy, and no more specific written license is stated, the Customer receives a nonexclusive, perpetual license to use, reproduce, display, communicate, and publish the Customer Copy for the Customer's own personal, organizational, promotional, or business purposes reasonably contemplated by the Booking.

Unless expressly authorized, this license does not permit the Customer to:

(a) sell the production as standalone production content;

(b) sublicense the underlying work to third parties for independent commercial exploitation;

(c) represent that the Customer owns LEEP's underlying copyright;

(d) distribute Raw Footage or source files not supplied as Deliverables; or

(e) materially alter the production in a manner which falsely attributes the altered version to LEEP.

Nothing in this clause restricts rights which applicable law independently confers upon the Customer.

37.2 Material Alteration and Attribution

Where the Customer materially alters, re edits, re sequences, manipulates, modifies, supplements, excerpts, or otherwise transforms a Deliverable following delivery, the Customer must not represent, expressly or by implication, that the altered version constitutes the original production created, approved, or supplied by LEEP where that representation would be false or misleading.

37.3 Removal of Attribution

LEEP may reasonably require removal of its:

(a) name;

(b) logo;

(c) production credit;

(d) trademark;

(e) branding; or

(f) other attribution,

from a materially altered version where continued attribution would reasonably and falsely suggest that LEEP created, endorsed, or approved the material alteration.

Nothing in this clause prevents alterations or uses independently permitted by applicable law.

38. THIRD PARTY MATERIAL

Music, fonts, photographs, footage, stock assets, software, graphics, trademarks, or other third party materials remain subject to applicable third party rights and licenses.

LEEP cannot transfer rights which it does not own or possess authority to sublicense.

The Customer must comply with material third party restrictions expressly notified to them in connection with a Deliverable.

39. CLIENT MATERIALS

The Customer warrants that they possess or will obtain permissions necessary for LEEP to use Client Materials in the manner contemplated by the Agreement.

The Customer must disclose material restrictions attaching to those materials.

To the extent permitted by law, the Customer indemnifies LEEP against direct third party liability arising from LEEP's authorized use of Client Materials where the Customer lacked the requisite rights or permissions.

The indemnity does not extend to:

(a) unauthorized use by LEEP;

(b) modification outside the authorized purpose; or

(c) liability caused or contributed to by LEEP.

40. PROMOTIONAL AND PORTFOLIO USE

LEEP shall not rely solely upon general acceptance of these Terms as constituting promotional consent where specific consent is required by applicable law or by the applicable Booking workflow.

Where the Booking process separately records promotional consent, the scope of LEEP's promotional use shall be determined by that recorded consent.

Where applicable, the Customer may be offered choices including:

(a) consent to promotional and portfolio use;

(b) no consent; or

(c) consent subject to prior written approval before publication.

Nothing in this clause permits LEEP to use identifiable content unlawfully or beyond permissions lawfully obtained.

41. PARTICIPANT CONSENT

Where responsibility for obtaining Participant releases or permissions is expressly allocated to the Customer, the Customer must obtain those permissions.

Where LEEP undertakes responsibility for a particular release or consent process, LEEP shall administer that process according to the agreed scope and applicable law.

Acceptance of these Terms by the Customer does not itself constitute consent on behalf of another Participant who must separately consent.

42. PRIVACY AND INFORMATION HANDLING

LEEP shall handle personal information in accordance with applicable law and its applicable privacy framework.

Information supplied through the Booking shall be treated with appropriate confidentiality and security safeguards, subject to:

(a) lawful disclosure;

(b) operational necessity;

(c) contractual administration; and

(d) applicable law.

No electronic or physical information system can be represented as absolutely immune from unauthorized access, loss, malfunction, or technological failure.

43. CONFIDENTIALITY

Each party must protect Confidential Information received from the other and must not use or disclose it except:

(a) to perform or enforce the Agreement;

(b) with consent;

(c) to employees, contractors, insurers, professional advisers, financiers, or service providers with a legitimate need to know and appropriate obligations of confidentiality; or

(d) where disclosure is required or authorized by law.

This obligation survives completion or termination of the Agreement.

Confidential Information does not include information which:

(a) was lawfully known without restriction;

(b) was independently developed;

(c) was lawfully obtained from another source; or

(d) becomes public otherwise than through breach of confidentiality.

44. THIRD PARTY SUPPLIERS

LEEP may engage suitably qualified employees, contractors, subcontractors, suppliers, technicians, venues, equipment providers, artists, and other third parties to assist in performing the Services.

LEEP remains responsible for its contractual obligations to the extent required by law.

LEEP is not responsible for an independent act or omission of a person or entity over whom LEEP had no reasonable control, except to the extent applicable law provides otherwise.

45. THIRD PARTY PLATFORMS

Where the Services involve Google, social media, streaming platforms, hosting providers, distribution systems, advertising platforms, or other third party infrastructure, LEEP is not responsible for independent:

(a) algorithmic decisions;

(b) outages;

(c) account restrictions;

(d) policy changes;

(e) platform closure;

(f) content moderation decisions;

(g) distribution limitations;

(h) service suspension; or

(i) other third party conduct outside LEEP's reasonable control.

Nothing in this clause excuses LEEP from properly performing a Service which expressly requires LEEP to administer or operate a third party platform on the Customer's behalf.

46. FORCE MAJEURE

Neither party shall be liable for delay or nonperformance to the extent caused by circumstances beyond its reasonable control, including:

(a) severe weather;

(b) natural disaster;

(c) fire;

(d) flood;

(e) epidemic or pandemic;

(f) governmental restriction;

(g) civil disturbance;

(h) industrial disruption;

(i) transportation interruption;

(j) critical infrastructure failure;

(k) Venue closure; or

(l) comparable extraordinary circumstances.

The affected party must take reasonable steps to mitigate the consequences.

Where reasonably practicable, rescheduling or alternative performance shall be considered before termination.

Any entitlement concerning money already paid shall be determined according to:

(a) Services supplied;

(b) expenditure reasonably incurred;

(c) costs avoided;

(d) contractual rights;

(e) mitigation; and

(f) applicable law.

47. EQUIPMENT AND TECHNICAL FAILURE

LEEP shall exercise reasonable care and skill in providing the Services.

Production equipment, storage media, digital systems, electrical systems, transportation, communications infrastructure, Venues, and third party systems may nevertheless experience unforeseen failure.

LEEP shall take reasonable steps appropriate to the circumstances to prevent or mitigate material technical disruption.

Nothing in this clause excludes liability which cannot lawfully be excluded.

48. DATA, STORAGE AND ARCHIVAL MATERIAL

48.1 Ordinary Retention and Archival Practices

LEEP may retain Production Materials for operational, evidentiary, archival, backup, legal, or commercial purposes in accordance with applicable retention practices and law.

Unless a different retention period has been expressly agreed, the Customer must not assume that LEEP will preserve Raw Footage, source files, project files, or working materials indefinitely after completion.

LEEP may establish and publish reasonable retention periods for particular production categories.

Where commercially reasonable and practicable, LEEP may notify the Customer before scheduled deletion where the Customer has previously been expressly offered an archival or acquisition option.

The Customer should preserve any Customer Copy supplied and maintain appropriate independent backups.

Nothing in this clause permits destruction of material which LEEP is legally required to preserve.

48.2 Preservation Where Dispute or Legal Obligation Exists

Nothing in LEEP's ordinary retention, archival, deletion, storage, or destruction practices authorizes the deletion, alteration, concealment, destruction, or disposal of material where LEEP knows, or reasonably ought to know, that the material is required to be preserved because of:

(a) existing litigation;

(b) threatened litigation which gives rise to a legal preservation obligation;

(c) a formally notified material dispute;

(d) a regulatory requirement;

(e) subpoena, notice, order, or other compulsory legal process;

(f) a statutory retention requirement; or

(g) another applicable legal obligation requiring preservation.

Where a preservation obligation applies, LEEP may retain the relevant material for so long as reasonably necessary to comply with that obligation notwithstanding an otherwise applicable ordinary retention period.

49. CONSENT TO ELECTRONIC CONTRACTING

49.1 Electronic Contracting

The parties consent, to the extent permitted by applicable law, to the formation, execution, administration, communication, storage, and evidentiary recording of the Agreement electronically.

By voluntarily using the LEEP electronic signature facility, a Signatory consents to the Agreement being executed electronically and to their electronic signature being associated with the applicable Production Agreement and Booking record.

49.2 Wider Evidentiary Context

The Signatory acknowledges that an electronic signature is not necessarily considered in isolation and may form part of a wider evidentiary record concerning contractual formation, attribution, authority, and intention.

Subject to applicable law, that evidentiary record may include:

(a) Booking information supplied by or on behalf of the Signatory;

(b) identity information lawfully collected;

(c) the date and time of execution;

(d) the applicable Production Agreement version;

(e) the applicable Terms version;

(f) Booking and transaction identifiers;

(g) payment activity;

(h) communications and approvals;

(i) system integrity information;

(j) relevant technical records; and

(k) subsequent conduct consistent or inconsistent with contractual assent.

Nothing in this clause renders any particular item of evidence conclusive or prevents a Signatory from adducing lawful evidence concerning authenticity, attribution, authority, consent, fraud, mistake, or integrity.

50. PHYSICAL ELECTRONIC SIGNATURE

Where the LEEP booking system requires a Signatory physically to draw or personally apply their signature through an electronic interface, that signature constitutes a manifestation of contractual assent where applicable legal requirements for electronic execution are satisfied.

The use of a physical electronic signature facility does not preclude evidence concerning:

(a) authenticity;

(b) identification;

(c) authority;

(d) consent;

(e) fraud;

(f) mistake; or

(g) integrity.

51. ELECTRONIC EVIDENTIARY RECORD

LEEP may lawfully retain evidence associated with contractual formation and performance, including:

(a) the Production Agreement;

(b) the Booking Summary;

(c) a signature representation;

(d) execution date and time information;

(e) the applicable Agreement and Terms version;

(f) Booking identifiers;

(g) integrity verification information;

(h) payment records;

(i) approvals and correspondence;

(j) relevant system records; and

(k) other records reasonably generated in connection with the Agreement.

Nothing in this clause purports to dictate conclusively the evidentiary weight a court or tribunal must give any particular record.

52. ELECTRONIC COPIES

LEEP may retain an electronic copy of the executed Agreement and provide an electronic copy to the Customer.

Subject to applicable evidentiary law, an accurately retained electronic record may be relied upon as evidence of the Agreement and its contents.

53. AUSTRALIAN CONSUMER LAW

Nothing in the Agreement excludes, restricts, or modifies any guarantee, condition, warranty, right, remedy, liability, or protection conferred by the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or another applicable law where such exclusion, restriction, or modification would be unlawful.

Every exclusion, limitation, cancellation provision, indemnity, discretion, or other protective provision in the Agreement is subject to this clause.

54. REFUNDS AND STATUTORY REMEDIES

LEEP does not provide refunds merely for change of mind except where voluntarily agreed.

This does not affect an entitlement to:

(a) refund;

(b) cancellation;

(c) resupply;

(d) rectification;

(e) compensation; or

(f) another remedy,

where required by applicable law.

LEEP may reasonably investigate a complaint and assess the relevant Services before determining the appropriate contractual or statutory response.

55. LIMITATION OF LIABILITY

55.1 Nonexcludable Liability

Nothing in the Agreement excludes or limits liability which cannot lawfully be excluded or limited.

55.2 Indirect Loss

Subject to clause 55.1 and to the maximum extent permitted by law, neither party shall be liable for indirect or consequential loss which was not reasonably foreseeable as a consequence of the relevant breach.

55.3 Customer Controlled Circumstances

To the extent permitted by law, LEEP is not liable for loss caused by:

(a) materially inaccurate Customer instructions;

(b) Customer supplied materials;

(c) Customer delay;

(d) unauthorized interference;

(e) undisclosed Venue restrictions;

(f) failure by the Customer to obtain an approval allocated to the Customer;

(g) conduct of persons outside LEEP's reasonable control; or

(h) another circumstance materially controlled by the Customer,

except to the extent that LEEP caused or contributed to the relevant loss.

55.4 Apportionment

Where both parties caused or contributed to loss, liability shall, to the extent permitted by law, reflect their respective responsibility.

56. CUSTOMER INDEMNITY

To the maximum extent permitted by law, the Customer indemnifies LEEP against direct third party liability to the extent directly caused by:

(a) the Customer's material breach of the Agreement;

(b) unlawful Customer conduct;

(c) Client Materials infringing third party rights;

(d) materially false or misleading Customer information; or

(e) negligent or willful conduct of the Customer or a person for whom the Customer is legally responsible.

The indemnity shall be reduced to the extent that:

(a) LEEP caused or contributed to the liability;

(b) the loss was not reasonably connected to the relevant breach or conduct; or

(c) LEEP failed reasonably to mitigate avoidable loss.

Nothing in this clause requires the Customer to indemnify LEEP against LEEP's own fraud, willful misconduct, or liability which applicable law prohibits from being transferred.

57. MATERIAL BREACH

Where a party materially breaches the Agreement and the breach is capable of remedy, the other party may provide written notice requiring rectification within a reasonable period appropriate to the nature, consequences, and urgency of the breach.

58. TERMINATION

Where a material breach remains unremedied following applicable notice, the innocent party may terminate the Agreement to the extent permitted by law.

Immediate termination may be available where the relevant breach:

(a) is incapable of remedy;

(b) involves fraud or serious unlawful conduct;

(c) creates an immediate material safety risk; or

(d) constitutes repudiation of the Agreement.

Termination does not extinguish:

(a) accrued rights;

(b) accrued payment obligations;

(c) existing causes of action; or

(d) provisions intended to survive termination.

59. DISPUTE NOTICE

A party asserting a contractual dispute should provide written notice identifying:

(a) the material facts;

(b) the disputed issue;

(c) the remedy sought; and

(d) relevant supporting material reasonably available.

60. GOOD FAITH RESOLUTION

Before commencing court proceedings, the parties should, where reasonably practicable, attempt in good faith to resolve the dispute through direct negotiation.

Either party may request escalation to a senior representative.

The parties may by agreement refer the dispute to mediation before an independent mediator.

61. PRESERVATION OF LEGAL RIGHTS

Nothing in the dispute procedure prevents either party from:

(a) seeking urgent interlocutory or injunctive relief;

(b) preserving a limitation period;

(c) recovering an undisputed debt;

(d) exercising Australian Consumer Law rights;

(e) approaching a regulator;

(f) pursuing statutory dispute resolution; or

(g) commencing proceedings before a tribunal or court where legally entitled.

62. NOTICES AND COMMUNICATIONS

Contractual notices must be provided in writing to the physical or electronic contact nominated for contractual communications.

Electronic communications may constitute written communications to the extent permitted by law.

A party must take reasonable steps to notify the other of a material change to its nominated contractual contact details.

63. ENTIRE AGREEMENT

Subject to applicable law, the Agreement constitutes the entire contractual arrangement concerning its subject matter and supersedes prior negotiations, discussions, proposals, and understandings concerning that subject matter.

Nothing in this clause excludes liability or remedies arising from:

(a) fraud;

(b) misleading or deceptive conduct;

(c) misrepresentation which cannot lawfully be excluded; or

(d) another contravention of law.

64. VARIATION OF EXISTING AGREEMENT

LEEP may amend these Terms prospectively for future Bookings.

Publication of revised website Terms does not, by itself, retrospectively alter an existing Agreement.

A material Variation to an existing Agreement requires:

(a) agreement of the parties;

(b) an existing contractual mechanism lawfully authorizing the Variation; or

(c) another lawful basis.

65. EXERCISE OF DISCRETION

Where the Agreement expressly confers a judgment, approval, determination, or discretion upon Iconic Productions Pty Limited or its directors, that power shall, subject to applicable law, be exercised:

(a) reasonably;

(b) honestly;

(c) in good faith; and

(d) for the contractual purpose for which the discretion was conferred.

A determination made in accordance with this clause governs contractual administration unless varied by agreement or determined otherwise pursuant to applicable law.

66. ASSIGNMENT AND SUBCONTRACTING

Neither party may assign material contractual rights or obligations without the other party's prior written consent where such consent is legally required.

LEEP may engage employees, contractors, subcontractors, suppliers, technicians, and other appropriately selected personnel in performing the Services without thereby assigning the Agreement.

67. NO WAIVER

Failure or delay in exercising a contractual right does not constitute waiver of that right.

A waiver on one occasion does not constitute a continuing waiver unless expressly stated.

68. SEVERABILITY AND READING DOWN

If a provision of the Agreement is unlawful, void, invalid, or unenforceable, the provision shall, to the extent legally permissible, be read down so as to preserve lawful operation.

If it cannot lawfully be read down, it shall be severed to the minimum extent necessary without invalidating the remainder of the Agreement.

69. RELATIONSHIP OF THE PARTIES

Nothing in the Agreement creates a partnership, joint venture, fiduciary relationship, employment relationship, or agency between the Customer and LEEP except where expressly agreed.

Neither party possesses authority to bind the other except to the extent expressly conferred.

70. SURVIVAL

Provisions concerning:

(a) accrued payment obligations;

(b) confidentiality;

(c) Intellectual Property Rights;

(d) evidence;

(e) indemnification;

(f) liability;

(g) dispute resolution; and

(h) any provision which by its nature is intended to continue,

survive completion or termination to the extent legally permissible.

71. GOVERNING LAW AND JURISDICTION

The Agreement is governed by the laws applicable in New South Wales, Australia.

Subject to statutory rights concerning jurisdiction or forum which cannot lawfully be excluded, the parties submit to the jurisdiction of the courts and tribunals of New South Wales and courts competent to hear appeals from them.

Nothing in this provision deprives a consumer or other protected party of a jurisdictional right which cannot lawfully be excluded.

72. CUSTOMER ACKNOWLEDGMENT

72.1 Customer and Signatory Acknowledgments

By entering into the Agreement, each applicable Customer and Signatory acknowledges that:

(a) these Terms were made reasonably available before acceptance;

(b) they have had an opportunity to read and consider the Agreement;

(c) they understand that the Agreement creates legally enforceable rights and obligations;

(d) they have had an opportunity to obtain independent legal, financial, or professional advice if desired;

(e) information supplied by them is materially accurate to the best of their knowledge;

(f) they understand the selected package, material inclusions, Booking Price, payment arrangement, and applicable cancellation consequences;

(g) they are entering into the Agreement voluntarily;

(h) they possess the capacity and authority represented by them;

(i) they intend their execution or other lawful acceptance to have legal effect; and

(j) no representation outside the Agreement constitutes a contractual guarantee except where expressly incorporated or where applicable law provides otherwise.

72.2 Acknowledgments Reflect Actual Circumstances

No acknowledgment contained in this clause is intended to manufacture a factual admission contrary to what actually occurred.

Each acknowledgment operates according to the actual circumstances of the Booking and to the extent that the relevant:

(a) opportunity;

(b) document;

(c) disclosure;

(d) explanation;

(e) contractual material; or

(f) information,

was in fact made available, presented, supplied, or otherwise communicated to the Customer or Signatory.

Nothing in this clause prevents a party from establishing the actual circumstances surrounding formation of the Agreement.

73. STATUTORY PARAMOUNTCY

These Terms shall not be construed as excluding, restricting, modifying, diminishing, avoiding, or circumventing any statutory right, guarantee, remedy, obligation, or liability which applicable law prohibits the parties from excluding, restricting, modifying, diminishing, avoiding, or circumventing.

Where a provision is reasonably capable of more than one construction, the construction which preserves its lawful and enforceable operation shall be preferred to the extent permitted by law.

74. FINAL CONTRACTUAL ACKNOWLEDGMENT

The Customer acknowledges that the following collectively constitute the contractual framework governing the Booking in accordance with clause 3:

(a) the LEEP Production Agreement;

(b) the Booking Summary;

(c) applicable approved Variations;

(d) quotations and payment arrangements expressly incorporated into the Booking; and

(e) these LEEP Booking Terms and Conditions, Purchase, Sale and Contract of Engagement.

Execution of the Production Agreement constitutes acceptance of these Terms where:

(a) these Terms were made reasonably available before execution; and

(b) the Production Agreement or Booking workflow expressly identifies or incorporates them.