- Introduction
1.1. This agreement outlines the Terms and Conditions for the provision of audio visual design, consultation, installation, and sales services by SMART AV.
1.2. By engaging our services or purchasing products, clients are agreeing to these Terms and Conditions.
1.3. SMART AV is a registered business in Australia.
■ ABN: 32 950 945 817
■ Business Name: SMART AUDIOVISUAL
■ Entity Name: SMART, JOSHUA ROBERT
■ Entity Type: Sole Trader
- Scope of Services
2.1. SMART AV services include audio visual system design, consultation, installation, and sales of related equipment.
2.2. SMART AV provide live event production services and video recording and streaming services through our other brands:
■ Smart Event Management
■ astream
- Pricing and Payment
3.1. All pricing is on application and will be provided to the client in the form of a quotation.
3.2. Payment is by cash, direct deposit or PayID.
3.3. Any required deposits, progress payments, and final balances are payable by the due date shown on the quotation or invoice.
3.4. Late payments will incur 10% interest per year, calculated and invoiced monthly until paid.
- Project Delivery and Timelines
4.1. Upon acceptance of a project, SMART AV will provide the client with an estimated timeline for project completion. This timeline will include key milestones such as design approval, installation start and completion dates, and final delivery of services or products.
4.2. The client’s timely decisions and provision of required information or materials are critical to adhering to the estimated timelines. Delays in client responses or changes in project scope may result in adjustments to the timeline.
4.3. SMART AV commits to regular updates on project progress. If there are any anticipated deviations from the estimated timeline, SMART AV will inform the client as soon as possible, providing revised timelines and reasons for any changes.
4.4. Delays can occur due to various reasons, including client-caused delays, SMART AV-caused delays, and force majeure events. Each of these scenarios is addressed in the respective sections of these Terms and Conditions (refer to ‘Provisions for Delays’ and ‘Force Majeure’ sections).
4.5. If delays are caused by the client (e.g., late provision of necessary information or materials, delayed approvals), SMART AV will adjust the project timeline accordingly. Additional costs incurred due to these delays may be charged to the client.
4.6. In the rare event of delays caused by SMART AV (e.g., resource unavailability, equipment failures), clients will be notified immediately, and efforts will be made to mitigate any impacts on the project timeline.
4.7. Upon completion of the project, a final inspection or review will be conducted to ensure all aspects of the project meet the agreed-upon standards and requirements. Following this, a formal handover of the completed project to the client will occur.
4.8. Client feedback will be solicited upon project completion. Any concerns or issues raised will be addressed promptly by SMART AV. Once resolved, the project will be considered closed.
- Provisions for Delays
5.1. In the event of a delay caused by the client, such as late provision of necessary information, materials, or access to the site, SMART AV will make reasonable efforts to accommodate the delay.
5.2. The client will be notified of any impact on the project timeline and any additional costs incurred due to the delay.
5.3. If the delay exceeds a specified duration (e.g., 30 days), SMART AV reserves the right to revise project costs and timelines or to terminate the contract, subject to a cancellation fee.
- Force Majeure
6.1. Neither party shall be liable for any failure or delay in performing its obligations under the contract due to unforeseen events beyond their reasonable control (force majeure events), such as natural disasters, war, government regulations, epidemics, or utility failures.
6.2. Upon occurrence of a force majeure event, the affected party must promptly notify the other, outlining the nature of the event and its expected impact on their obligations.
6.3. The performance of the affected party’s obligations will be suspended for the duration of the force majeure event.
6.4. If the force majeure event continues beyond a specified period (e.g., 60 days), either party may terminate the contract without penalty.
- Process for Changes in Project Scope or Timeline
7.1. Any request for changes to the project scope, design, timeline, or deliverables must be submitted in writing by the client. SMART AV will assess the feasibility of the requested changes and their impact on the project cost and timeline.
7.2. If the changes are feasible, SMART AV will provide a revised proposal, including adjustments to the project cost and timeline. The client must approve the revised proposal in writing before any changes are implemented.
7.3. Any additional costs resulting from the changes will be clearly outlined in the revised proposal. SMART AV will provide an estimated adjustment to the project timeline based on the scope of the changes.
7.4. The client acknowledges that changes may result in delays to the original project completion date.
7.5. Requests for changes may be subject to limitations if they significantly alter the project scope or if they are requested beyond a certain phase of project implementation.
- Client Obligations
8.1. The client is required to provide all necessary information, specifications, and decisions relevant to the project in a timely manner. This includes but is not limited to room layouts, specific equipment preferences, and desired functionalities. Delay in providing such information may impact project timelines and costs.
8.2. The client must ensure that SMART AV personnel have timely and safe access to the project site(s) as required for assessment, installation, and maintenance purposes. Any restrictions or special requirements for access must be communicated to SMART AV in advance.
8.3. The client is responsible for informing SMART AV of any known or potential hazards at the project site prior to the commencement of any work. This includes, but is not limited to, structural weaknesses, hazardous materials, electrical risks, or any other conditions that may pose a risk to the safety and wellbeing of SMART AV personnel or impact the execution of the project.
8.4. The client is responsible for preparing the installation site according to the specifications provided by SMART AV. This may include ensuring the availability of electrical outlets, network connections, and other infrastructure as advised.
8.5. The client must ensure that all aspects of the project, including the installation and use of audio-visual equipment, comply with relevant local, state, and federal laws and regulations. This includes obtaining any necessary permits or approvals for the installation and operation of the equipment.
8.6. The client is expected to maintain open and timely communication with SMART AV throughout the duration of the project. This includes promptly notifying SMART AV of any concerns, changes in requirements, or issues that may arise.
8.7. The client agrees to respect the intellectual property rights of SMART AV and its suppliers. This includes not replicating, distributing, or using proprietary designs, software, or documentation without permission.
8.8. The client is responsible for maintaining adequate insurance coverage for the project, including coverage for the equipment and installation process.
8.9. The client agrees to indemnify SMART AV against any claims or damages arising from the client’s failure to fulfill their obligations as outlined in this agreement.
- Warranty
9.1. SMART AV warrants that all products sold are free from defects in material and workmanship for a period of 2 years from the date of purchase. If a product is found to be defective within the warranty period, SMART AV will, at its discretion, repair, replace, or refund the product, provided that the product has been used in accordance with its intended purpose and manufacturer guidelines.
9.2. SMART AV warrants that all installation and service work will be carried out to a professional standard for a period of 2 years from the date of completion. Should any issues arise from our installation or service work within this period, SMART AV will rectify the problem at no additional cost to the client.
9.3. Nothing in these Terms and Conditions is intended to exclude, restrict, or modify rights which the client may have under the Australian Consumer Law (ACL) or any other legislation which may not be excluded, restricted, or modified by agreement. Under the Australian Consumer Law, clients are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. Clients are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
9.4. This warranty does not cover damages resulting from improper use, accidents, modifications, unauthorized repairs, or external causes such as natural disasters. Consumable items and normal wear and tear are excluded from this warranty.
- Liability
10.1. SMART AV’s liability for any claim related to the products or services provided shall be limited to the cost of replacing or repairing the product or re-performing the service.
10.2. SMART AV shall not be liable for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits, data, or use, whether in an action in contract or tort, arising out of or in connection with the use or performance of its products or services.
10.3. The client agrees to indemnify and hold SMART AV harmless from any claims, damages, expenses (including reasonable attorney fees), or liabilities arising from the client’s misuse of the products or services, violation of this agreement, or violation of any third-party rights.
- Intellectual Property
11.1. All intellectual property rights in the designs, documentation, systems, and products created, used, or provided by SMART AV in the course of providing services or products, including but not limited to technical drawings, designs, show files, schematics, and software, remain the property of SMART AV or its licensors.
11.2. The client is granted a non-exclusive, non-transferable licence to use any such intellectual property solely in connection with the services or products provided by SMART AV.
11.3. Where SMART AV is required to use the client’s intellectual property (such as logos, brand names, or proprietary technology) to fulfil its services, the client grants SMART AV a limited, non-exclusive licence to use such intellectual property for the purpose of providing the agreed services.
11.4. Both parties agree to keep confidential any proprietary information or trade secrets disclosed during the course of the project and not to disclose them to any third parties without prior written consent from the owner of such information.
11.5. The client shall not replicate, redistribute, or otherwise use the intellectual property provided by SMART AV for any purposes outside the scope of the agreed services without prior written consent from SMART AV. This includes, but is not limited to, reverse engineering of systems, resale of software or documentation, and use of designs for purposes not originally intended.
11.6. In the event that either party becomes aware of any infringement or potential infringement of the intellectual property rights related to the services or products provided, that party shall promptly notify the other party. SMART AV will take appropriate action to protect its intellectual property rights and shall have sole discretion in deciding whether to pursue legal action for such infringement.
11.7. The obligations and rights under this section shall survive the termination or expiration of the services or product warranties.
- Cancellation and Termination
12.1. The client may cancel the services at any time by providing written notice to SMART AV. In the event of cancellation by the client, SMART AV will invoice for any work completed up to the date of cancellation and for any non-refundable expenses incurred. A cancellation fee may be applied if the cancellation occurs after a specified stage of project completion (e.g., after design approval or commencement of installation).
12.2. SMART AV reserves the right to cancel the contract at any time due to unforeseen circumstances or inability to fulfil the contract requirements. In such cases, SMART AV will notify the client in writing. If cancellation is initiated by SMART AV, the client will be refunded for any services not rendered or products not delivered, minus any non-recoverable expenses already incurred.
12.3. Either party may terminate the contract if the other party breaches any of the terms and conditions and fails to rectify the breach within a specified period after written notification of the breach. In the case of termination due to breach, the non-breaching party will be entitled to seek compensation for any direct losses suffered as a result of the breach.
12.4. Upon termination of the contract, the client is obligated to pay for all services rendered and products delivered up to the point of termination, in addition to any applicable cancellation or breach-related fees.
12.5. Upon termination, each party must return any property, documentation, and confidential information belonging to the other party.
12.6. Certain obligations of the parties, such as confidentiality, indemnification, and intellectual property rights, will survive the termination or expiration of the contract.
- Dispute Resolution
13.1. In the event of a dispute arising from or in connection with the services or products provided by SMART AV, the party raising the dispute must notify the other party in writing, outlining the nature of the dispute and any relevant details.
13.2. Upon receipt of the written notification, both parties agree to engage in good faith negotiations to resolve the dispute. This process should involve direct communication between the parties, ideally at a senior level, to discuss the issues and seek a mutually acceptable resolution.
13.3. If the dispute cannot be resolved through direct negotiation within a specified period (e.g., 30 days), the parties agree to submit the dispute to mediation. The mediation shall be conducted by a mutually agreed-upon mediator, or if no agreement can be reached, a mediator appointed by a recognized mediation body. Both parties agree to participate in the mediation process in good faith and to bear their own costs. The fees of the mediator will be shared equally between the parties.
13.4. If mediation fails to resolve the dispute within a specified period (e.g., 60 days from the commencement of mediation), either party may then proceed to litigation. The dispute shall be resolved through the courts in the jurisdiction as agreed in the Governing Law section of these Terms and Conditions.
13.5. Unless otherwise agreed, both parties agree to continue to fulfil their respective obligations under the contract while the dispute resolution process is ongoing. Both parties agree to keep the details of the dispute and the dispute resolution process confidential, except as required by law or for the purposes of seeking professional advice.
- Governing Law
14.1. These Terms and Conditions, and any contract entered into as a result of these terms, shall be governed by and construed in accordance with the laws of the State of South Australia and the Commonwealth of Australia.
14.2. Both SMART AV and the client agree to comply with all applicable national, state, and local laws, regulations, and ordinances in the performance of their obligations under these Terms and Conditions.
14.3. In the event of any dispute, controversy, or claim arising out of or relating to these Terms and Conditions, or the breach, termination, or invalidity thereof, the parties agree to submit to the jurisdiction of the courts of South Australia.
14.4. Any legal action or proceedings arising out of or in connection with these Terms and Conditions must be initiated and conducted in the courts of South Australia.
14.5. These Terms and Conditions are to be interpreted in a manner that is fair and equitable to both parties, consistent with the prevailing laws and judicial decisions of the governing jurisdiction.
- International Law
15.1. When providing services or products to clients outside of Australia, SMART AV and the client both agree to comply with all applicable local laws, regulations, and standards in the client’s country, in addition to Australian laws. This includes, but is not limited to, import/export regulations, safety standards, and intellectual property rights.
15.2. In the event of a dispute involving an international client, both parties agree to initially seek resolution through negotiation and, if necessary, mediation, as outlined in the Dispute Resolution section of these Terms and Conditions. If litigation is required, unless mutually agreed upon otherwise, disputes will be resolved in the jurisdiction as per the Governing Law section, recognising that this may involve additional considerations under international law.
15.3. All transactions with international clients will be conducted in a mutually agreed upon currency. Exchange rates, bank fees, and any other charges related to currency exchange are the responsibility of the client. Payment terms for international clients may differ from domestic terms, reflecting the additional complexities and risks involved in international transactions.
15.4. For physical products, international shipping terms, including delivery timelines, shipping costs, and insurance, will be agreed upon separately for each contract. SMART AV is not responsible for delays or damages caused by shipping companies or international customs processes.
15.5. SMART AV acknowledges the importance of cultural and language differences in international business and will make reasonable efforts to accommodate these differences in its services and communications. Official communications and contracts will be in English unless otherwise agreed upon, and it is the client’s responsibility to seek translation if necessary.
15.6. The client is responsible for paying any applicable taxes, customs duties, or import fees imposed by their country on the products or services provided by SMART AV.
- Amendments
16.1. Any amendments, modifications, or waivers to these Terms and Conditions must be made in writing and signed by authorized representatives of both SMART AV and the client. Verbal agreements or informal communications shall not be considered valid amendments to this agreement.
16.2. Either party may request an amendment to these Terms and Conditions. Such a request must be made in writing, clearly outlining the proposed changes and the reasons for such changes. Upon receipt of a request for amendment, both parties agree to review the proposed changes and engage in good faith negotiations if necessary to come to a mutual agreement.
16.3. Any amendments agreed upon and executed in writing will become part of the Terms and Conditions from the date specified in the amendment document. Unless explicitly stated, an amendment does not nullify or alter any other term or condition of the original agreement.
16.4. SMART AV will keep a record of all amendments, and a copy of each amendment will be provided to the client for their records.
16.5. Amendments shall not have retrospective effect unless specifically agreed upon by both parties in writing.
16.6. Amendments that would cause a significant deviation from the original scope of the agreement, or that would impose unreasonable burdens on either party, may require a more comprehensive renegotiation of the agreement or the drafting of a new agreement.
- Acceptance
17.1. By engaging the services of SMART AV, purchasing products, or signing a contract with SMART AV, the client acknowledges that they have read, understood, and agreed to be bound by these Terms and Conditions.
17.2. For certain transactions or agreements, especially those of significant value or complexity, SMART AV may require the client to provide a written confirmation of acceptance. This may be in the form of a signed contract, an email confirmation, or a digital acceptance through an online platform.
17.3. The commencement of any services by SMART AV or the acceptance of any products by the client will also be deemed as acceptance of these Terms and Conditions.
17.4. Acceptance of these Terms and Conditions is limited to the terms as presented by SMART AV. Any modifications or amendments proposed by the client will not be valid unless agreed upon in writing as per the Amendments section of these Terms and Conditions.
17.5. Once accepted, these Terms and Conditions form a binding agreement between SMART AV and the client. All parties agree to comply with their respective obligations as outlined in this document.
17.6. Clients are encouraged to seek clarification from SMART AV regarding any aspect of these Terms and Conditions they do not understand. Inquiries should be made before accepting the terms.
17.7. These Terms and Conditions are subject to review and updates. Continued engagement with SMART AV following any updates constitutes acceptance of the new terms.