Terms of Service

The following General Terms and Conditions for supplying you with Videography Services and Internet Video Hosting Service ("General Terms and Conditions") describe the terms and conditions under which Travelreel ("we", "us", "our"), will provide Services to a customer ("you", "your").

  1. Definitions
    The following expressions used in these General Terms and Conditions have the stated meaning, unless the context clearly requires otherwise:
    1. Additional Services: means the additional services, if any, described in the Details (for example, additional Videography service);
    2. Agreement: means any agreement between Travelreel and you with respect to the actual supply of Services, in which the terms and conditions of the General Terms and Conditions will be regarded to be incorporated by reference;
    3. Content: means the original and edited video and any other works or subject matter resulting from or in relation to the Services;
    4. Customer: means any person or corporation which has entered an Agreement with Travelreel with respect to the supply of Services;
    5. Details: means the document setting out the details of the Services including the address of the Property, the date for provision of the Videography, the agreed fees and the websites in which the Content may be used;
    6. Fees: means the fees payable by you to Travelreel for the Services provided;
    7. Hosting: means Internet hosting of edited forms of the Content, and its transmission on-demand for use in the websites specified in the Details;
    8. Photography: means still photographs edited and of a sufficient resolution to enable high quality printed output;
    9. Property: means the property specified in the Details;
    10. Rights: means all intellectual property rights, including but not limited to patents, copyrights, design rights, database rights, trademarks and trade names, including any derived applications, and all rights regarding inventions, know-how and trade secrets under Australian and appropriate foreign law, applicable to the Services;
    11. Services: means the services selected by the Customer and supplied by Travelreel, including but not limited to Videography, Hosting and any explicitly stated Additional Services;
    12. Videography: means professionally recorded videography of the Property and its surrounds, edited to Internet or broadcast quality as appropriate in various formats;
  2. Applicability
    These General Terms and Conditions are applicable to any Agreement between Travelreel and the Customer for the supply of Services. The applicability of conditions of supply, delivery, and/or payment and other (general) conditions set out by the Customer are hereby explicitly excluded, regardless of any failure of Travelreel to explicitly object to such conditions.
  3. Relationship of Parties
    1. Independent Parties Each party is now and will be an independent customer and supplier and not as an agent or partner of, or joint venturer with, the other party for any purpose related to any Agreement or the transactions contemplated by any Agreement, and neither party by virtue of any Agreement will have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
    2. Non-Solicitation The Customer acknowledges and agrees that the employees and consultants of Travelreel who perform the Services are a valuable asset to Travelreel and are difficult to replace. Accordingly, the Customer agrees that, during the supply of Services and for a period of 1 year after the completion of the Services, it will not solicit/offer employment (as an employee, independent contractor, or consultant) to any Travelreel employee or consultant deployed by Travelreel who renders any of the Services. In the event the Customer is in breach of this provision, Travelreel will be entitled to recover from the Customer liquidated damages equal to the greater of
      1. the gross revenue generated by such employee or consultant for the 12-month period immediately preceding the breach; or
      2. the employee's or consultant's gross income paid by Travelreel in the same 12-month period./li>
    3. Travelreel will perform the Services under the direction and responsibility of Customer. Travelreel may subcontract any and all of its rights and obligations under any Agreement.
  4. Services
    1. Travelreel will provide the Videography and Hosting services to the customer.
    2. Travelreel will endeavour to provide the Videography on the dates and times agreed. However, you acknowledge that factors such as weather and other production delays can affect the provision of Videography.
    3. In the event of delays to the provisioning of Services, Travelreel will contact you to re-schedule via phone or email.
    4. Travelreel will provide Additional Services for the additional Fee specified in the Details, or at normal charges and rates if no additional fee is specified.
  5. Manner of Performance
    Travelreel will perform the Services in a way consistent with generally accepted industry standards and the Details. However, it is understood that the time schedules and budgets mentioned in the Details are estimates and that Travelreel will not be regarded to be in default by the mere exceeding of any time schedule or budget estimate included in the Details or related correspondence. If Travelreel predicts that the time schedules or budget estimate(s) included in the Details will be exceeded, it will inform you in writing accordingly.
  6. Dispute Resolution
    If a dispute concerning the terms, intention or operation of this Agreement arises between the Parties, it must be referred, in the first instance, to the level of senior management of the Parties to amicably settle the dispute or difference by negotiation. If this fails then the parties agree to settle dispute by mediation, using the guidelines set out in http://ama.asn.au/process-and-benefits-of-mediation. If this process fails to resolve the dispute then the parties agree to settle the dispute by means of arbitration as set out in https://www.vicbar.com.au/using-a-barrister/alternative-dispute-resolution/commercial-arbitration. In each case the time allowed to complete the process of dispute resolution should be no more than 30 days.
  7. No representations
    No employee, agent, representative or affiliate of Travelreel has authority to bind Travelreel to any oral representations or warranty concerning the Services. Any written representation or warranty not expressly contained in this Agreement is unenforceable.
  8. Customer's duties and responsibilities
    1. The Customer will provide, at no charge to Travelreel, access to the Property. This may involve Travelreel bringing additional personnel and equipment on to the Property.
    2. Hosting is subject to a usage limit expressed in megabytes. If the Hosting requires transmission in excess of the limit, the Customer agrees to pay Travelreel an additional Fee as specified in the Details.
    3. You must use the Services lawfully. Use of the Services is subject to Terms of Use. Travelreel may update the Terms of Use from time to time. The updated terms are applicable when posted on the Travelreel website.
  9. Fees and Payments
    1. The Customer will pay Travelreel in return for the Videography and Hosting Services in accordance with the fees set forth in the Details. Travelreel reserves the right to modify the fees by providing the Customer with thirty (30) days prior written notice. Travelreel will invoice the Customer monthly. All payments for Services and related expenses needs to be made within seven (7) days of the date of the applicable invoice.
    2. Taxes and Prices All charges and fees pursuant to any Service are exclusive of and do not include any taxes, duties, or similar charges imposed by any government. The Customer agrees to pay or reimburse Travelreel for taxes, fees, or duties arising out of any Agreement or the transactions contemplated by any Agreement (other than taxes on the net income of Travelreel).
    3. The Customer will pay Travelreel one percent (1.0%) interest per month on the outstanding balance of any fees or expenses not paid within fourteen (14) days of the date of the applicable invoice.
    4. No-Offset Fees and expenses due from the Customer under any Agreement may not be withheld or offset by the Customer for any reason. In any action or proceeding brought by Travelreel to recover fees or expenses to be paid by Customer under this Agreement, there will be included as an item for damages that Travelreel will be entitled to recover reasonable attorney's fees incurred by reason of such action or proceeding.
  10. Rights
    1. All Rights in the Services will solely and exclusively vest in Travelreel. Travelreel licenses the use of the Content to the Customer for the purposes of, and during the term of, the agreement. No rights to access or use the Content are conferred after the agreement has expired or been terminated.
    2. The Customer may not reproduce, store, transmit or distribute any of the Content, or use any of the Content in any website other than the site specified in the Details. The Content may not be edited or any notice or mark included in the Content altered.
    3. Travelreel is granted the perpetual right to use the name of the Customer and Property in relation to the Content, and to use images and video of the Property appearing in the Content.
  11. Support
    The Customer acknowledges that Internet connectivity and hosting services are not error-free or available continuously. There may be periods when the Content is not available despite the best efforts of Travelreel.
  12. Indemnification for infringement
    1. Travelreel will, at its expense, defend or settle any claim, action or allegation brought against the Customer that the Services infringe any patent, copyright, trade secret or other proprietary right of any third party and will pay any final judgments awarded or settlements entered into, provided that the Customer gives prompt written notice to Travelreel of any such claim, action or allegation of infringement and gives Travelreel the authority to proceed as contemplated herein. Travelreel will have the exclusive right to defend any such claim, action or allegation and make settlements thereof at its own discretion, and Customer may not settle or compromise such claim, action or allegation, except with prior written consent of Travelreel. The Customer will give such assistance and information as Travelreel may reasonably require to settle or oppose such claims. In the event any such infringement, claim, action or allegation is brought or threatened, Travelreel may, at its sole option and expense:
      1. modify or amend the Services or infringing part thereof, or replace the Services or infringing part thereof with other services having substantially the same or better capabilities;
      2. procure for the Customer the right to continue the use of the Services or infringing part thereof; or
      3. if neither of the foregoing is commercially practicable, Travelreel shall terminate the Agreement with respect to the infringing part of the Services and refund the fees paid by the Customer for the infringing part thereof. Travelreel will then be released from any further obligation whatsoever to Customer in connection with the infringing part of the Services.
    2. This Section states the entire liability of Travelreel with respect to infringement of any (intellectual or industrial property) rights of any third party.
  13. Limitation of liability
    1. Except as expressly stated in this Section or where an exclusion of liability is prohibited by law, Travelreel shall have no other liability of any nature, whether in contract, tort or otherwise, for any damage whatsoever and howsoever caused arising from or in any way connected with the performance of Services to the Customer.
    2. Travelreel will not be liable for any damage suffered (or cost incurred) by Customer due to the provision of false, misleading or incomplete information or documentation by or on behalf of Customer.
    3. Travelreel explicitly disclaims any warranty of merchantability, quality or fitness for a particular purpose with respect to the Services.
    4. Travelreel's maximum aggregate liability to the Customer, its employees, agents, subcontractors or other representatives, for damage, including interest, connected with or arising out of Services provided to Customer (whether in contract or in tort or under any other form of liability) shall in no event be greater than the amount of the fees paid by Customer under the Details.
    5. In no event will Travelreel be liable for any loss of profits, loss of use, business interruption, loss of data, cost of cover or indirect, special, incidental or consequential damages of any kind in connection with or arising out of the performance of Services to Customer, including any delay in rendering the Services to Customer.
    6. Any liability of Travelreel towards the Customer, its employees, agents, subcontractors or other representatives for bodily injury or death connected with or arising out of the performance of Services to Customer will be limited to the amounts paid to Travelreel by the insurance company under the respective insurance policy(s).
    7. The above limitations of liability do not apply in case of grossly negligent or wilful misconduct of Travelreel.
    8. No action for alleged breach of an Agreement or the transactions contemplated by an Agreement may be brought by the Customer more than ninety (90) days after the cause of action has accrued. A cause of action will be deemed to have accrued when a party knew or reasonably should have known the cause of action.
  14. Term and Termination
    1. This Agreement takes effect on the date of execution by both parties and remains in effect, until terminated in accordance with Section 14.c.
    2. Unless section 14.c applies the agreement continues at the end of the current period for an additional period of equal length unless cancelled in writing at least 60 days prior to the end of the current period.
    3. Termination: Each party can terminate or dissolve this Agreement in whole or in part, with immediate effect, by notice sent by registered mail and without prejudice to the right to claim damages, in the event and at the time when:
      1. the other party applies for (provisional) suspension of payments;
      2. the other party has presented a petition of bankruptcy or is declared bankrupt;
      3. the other party is dissolved;
      4. the other party closes its business;
      5. the other party fails to pay any amount due to the other Party within thirty (30) days after the other party gives written notice of such non-payment;
      6. the other party fails to meet any other substantive obligation under an Agreement or fails to perform it promptly or satisfactorily and if this attributable default is not remedied within a period of 30 days after a written notice of default; and/or performance by the other party is impossible on a permanent basis, without any case of force majeure.
    4. Effect of Termination Rights and obligations which in their nature are intended to continue even after termination or dissolution of the respective Agreement will continue to exist after termination or dissolution of the respective Agreement, including amongst others, the provisions with respect to payment of fees, the Rights, limitation of liability, confidentiality, governing law and competent courts.
  15. Confidentiality
    1. The parties will receive and hold in complete confidence all information which they may obtain directly or indirectly pursuant to any Agreement or the execution thereof including the contents and substance of the respective Agreement itself (the "Confidential Information"). The parties will take such steps as may be reasonably necessary to prevent disclosure of the Confidential Information to others.
    2. Limited Use The parties will not use any of the Confidential Information, except as necessary for the proper execution of the respective Agreement, it being further understood that the Confidential Information may be communicated in confidence within the receiving party's organization, but only to those persons having a need to know such information for the proper execution of the respective Agreement. The parties warrant that the above-mentioned persons within their respective organizations will be bound by the same confidentiality obligations that the parties have agreed upon in the respective Agreement. The parties further warrant that the Confidential Information shall be kept in secure places, under access and use restrictions not less strict than used by the parties itself to protect their own business secrets.
    3. The parties agree to return all tangible Confidential Information that has been received from the other Party under any Agreement including all copies made thereof, promptly upon request by the disclosing party.
    4. The obligations imposed by this Section 15 will continue in effect for the term of ten (10) years from the date of the last disclosure of any Confidential Information.
  16. Miscellaneous
    1. Any waiver of the provisions of the General Terms and Conditions or Agreement, or rights or remedies of either party must be in writing to be effective. Failure, negligence or delay to enforce any such rights or remedies at any time, will not be construed as a waiver and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to make subsequent action.
    2. If any provision in the General Terms and Conditions or Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties will in good faith agree to such amendments that will preserve, as far as possible, the intentions expressed in this General Terms and Conditions or Agreement. If the parties fail to agree on such an amendment, such invalid provision will be severed from the remaining provisions, which will continue to be valid and enforceable to the fullest extent permitted by applicable Law.
    3. Public Announcements The Customer agrees that Travelreel may use its name in press releases, product brochures, and financial reports indicating that Customer is a customer of Travelreel. Any quotation of Customer will be subject to Customer's prior consent which will not be unreasonably withheld or delayed.
    4. Governing Law and Competent Court This General Terms and Conditions and any Agreement will be interpreted and construed in accordance with the laws of the State of Victoria, Australia, without regard to conflict of law principles. Any dispute will be finally and exclusively resolved by the competent court in Australia.