Client Booking Terms

Last Modified: 21/04/2023

BOOKING AGREEMENT

This Booking Agreement has been entered into by AEFM  International (ABN 54 123 099 180) (AEFM, Talent Management, Agency, Manager, We or Us) and YOU, (Client, Third Party, Individual or Company).

By paying or signing an invoice sent by AEFM you hereby acknowledge and accept the below terms and conditions

Definitions:

“Additional Commercial Services” means any other services AEFM may provide outside of sourcing Talent.

“Agent or Agency” means AEFM International, 1607/18 Waterview Walk, Docklands VIC 3182, Australia.

“Agency Service Fee” or “ASF” means the mandatory charge on all bookings made with AEFM for Talent used. The ASF is non-negotiable. 

“Agreement” means the contract between AEFM and the Client for the provision of Services.

“Assignment Fee” means the fee payable by the client to AEFM in respect of an Assignment.

“Content” means Images, including stills, video footage, and behind-the-scenes videos and imagery.

“Client” means any client, customer, or third party that purchases services from AEFM. Adhering to these terms and conditions legally binds the Client to AEFM’s terms for the assignment of Talent.

“Confidential Information” means any oral or written information disclosed by AEFM, or any document, including but not limited to any agreement, assignment rates, phone numbers, or particulars regarding an assignment or job.

“General Usage Rights” is defined in Clause 8.1.

“Invoice” means an invoice that lists all charges and expenses associated with a project and any applicable taxes. This may be adjusted by AEFM and any such amendments will be communicated with the Client.

“Images” means photographs, stills, video, footage, film, or drawings of the Talent that are taken at an Assignment, or any reproductions or adaptations of any of them (whether digital or analog) either in whole or in part, alone or in combination with any words or other images.

“Services” means the services to be provided by the talent as described in the email from AEFM pertaining to the Assignment.

“Shoot” means the photographic and/or film and/or video session carried out by Talent at the Assignment.

“Talent” means a model or actor registered with AEFM. Talent booked by the Client will be listed within the invoice, under description or additional notes.

“Ultimate Client” means the company or person a third party is booking on behalf of. The Ultimate Client is likely to be the direct beneficiary of the Services contemplated under this Agreement.

  • Background

1.1 This Agreement sets out the terms and conditions upon which AEFM will supply Talent to the Client. The client is aware that AEFM acts as an agency and therefore cannot be held responsible for any non-fulfillment or breach of obligations between the Client and the Talent.

  • Term

2.1 The term of this Agreement will be the dates stipulated on the Invoice. 

  • AEFM Obligations and Representations 

3.1 AEFM will provide Talent for the agreed Assignment and, if requested, provide Additional Commercial Services.

3.2 AEFM shall take reasonable steps to ensure that the Talent selected behaves in a professional manner. Client acknowledges and agrees that AEFM shall not be held responsible or liable for the conduct of Talent during the booking process or any Assignment. 

3.3 All matters relating to the use of the Talent’s image, footage, and any other services supplied by the Talent, as well as all fee negotiation, must be agreed upon with AEFM and will be itemised within the invoice. 

  • Client Obligations and Responsibilities 

4.1 Client warrants that it has the full right, power, and authority to enter into and perform this Agreement.

4.2 To make a booking, the Client is required to send an email to AEFM. The request to book an Assignment should contain the details of the Assignment and any other information necessary. 

4.3 The Client represents that, upon booking, it is responsible for the payment of all fees. If the Client intends for a third party to handle payment, the Client must immediately inform AEFM and include contact details for the third party. Notwithstanding this, all Invoices will be issued in the name of the Client unless otherwise agreed.

4.4 Client acknowledges and warrants to be responsible for ensuring the chosen location, as well as the Assignment date, for shooting is suitable for all intended purposes associated with the Assignment. The Client takes full responsibility for obtaining all necessary permits, permissions, and authorisations required to Shoot in the chosen location. 

4.5 The Client will, for the duration of this Agreement, only negotiate or discuss details of this Agreement with AEFM.  All documentation is to be forwarded to AEFM (jason@aefm.com.au) and under no circumstances should the Client present documentation to Talent. If the Client requires its own release forms or other documents to be signed on the day of Assignment, AEFM must be immediately informed. Any documentation signed by Talent does not bind AEFM and will be held as null and void.

4.6 The Client is responsible for ensuring Talent is treated professionally and does not experience any threats, verbal abuse, or physical abuse by anyone whilst providing Services. Client agrees that, in the event that such takes place, Talent is entitled not to proceed with the provision of services and retain all fees paid or owed. No penalty shall apply.  

4.7 It is the responsibility of the Client to ensure they are satisfied with all Content created on Assignment. In the event the Client is dissatisfied, the Client has the right to ask the commercial photographer or videographer to reshoot Content until they are satisfied.

4.8  During the Term of this Agreement, and for a period of 24 months thereafter, Client will not, directly or indirectly, scout, employ or engage any associate of AEFM including AEFM Talent. This restriction relates to both Talent currently represented by AEFM and individuals who have been represented by AEFM in the past. If the Client fails to comply with this term they will be liable for a penalty of $10,000AUD.

  • Assignment

5.1 Client acknowledges that there is a 4-hour minimum booking time required when booking Talent. If Client wishes to extend the length of the booking, Client acknowledges that this will incur additional fees. AEFM will quote an hourly rate, including a premium for any overtime worked. 

5.2 Where Client seeks to engage Talent for multiple Shoot dates, Client must pay for all Shoot dates upfront prior to the first Assignment date. There will be no refunds for these allocated dates. 

5.3 If Talent is unable to complete the Assignment due to a delay caused by the Client and such delay is not the fault of Talent, the Client will remain liable to pay the fee in full. Talent is also not obliged to extend the duration of the Assignment in these circumstances.

5.4  If changes are required to the Shoot on the day of the Assignment, the Client must immediately inform AEFM of material changes before they come into effect. 

5.5 Nude, semi-nude, see-through, bathing suit or lingerie photography requires the express prior written approval of AEFM. 

5.6 The use of Talent’s image must not be pornographic, derogatory, or a cause of ridicule or embarrassment to Talent. Images taken of Talent must not be altered or distorted.

  • Additional Commercial Services

6.1 If the Client requests to engage AEFM for Additional Commercial Services, and AEFM provides the Client with a brief outline including a comprehensive mood board and a storyboard with illustration, AEFM will seek approval from the Client. No refunds can be provided once Client has approved.

6.2 Client is responsible for the suitability of the location of the Assignment. If artificial additional equipment is required, the Client must communicate this with AEFM. The Assignment Fee does not include the rental of additional equipment, which is an additional cost.

6.3 During the Assignment, flexibility may be necessary around the Shoot. The client must immediately inform AEFM if material changes are required to the Additional Commercial Services provided by AEFM. Both Parties must explicitly consent to material changes.

6.4 Where the Client has booked Additional Commercial Services, all RAW footage will be supplied to the Client on a cloud-based server. Clients may be charged an additional fee for cloud-based storage. If the Client wants to receive a physical copy, then an additional fee of $100 must be paid for the hard drive and postage fees.

6.5 Any commercial footage created will be stored on Client’s behalf in Google folders for 30 days. After 30 days, all Content will be deleted. 

6.6 Client acknowledges that they will receive a total of 2 iterations for the retouching of images taken. For the editing of video footage, the Client will receive a total of 2 iterations. All additional edits will be charged at the agreed hourly rate.

6.7 Where Content needs to be re-shot, this will be at the Client’s expense at the fee previously negotiated. Should the Client select different Talent, a new rate will be negotiated.

6.8 Client will supply a detailed summary outlining the storyboard, mood board, and instructions along with any visual “still or video” references. AEFM will not be held liable for the creative execution of the Content captured. All Content will be supplied to the Client in RAW format.

6.9 Where Client receives all Content created under the performance of Additional Commercial Services, AEFM will be relinquished its duties to Client.

  1. Rates and Assignment Fees

7.1 All fees are negotiated and agreed to by the Client prior to the Assignment date. All quotations are issued in Australian Dollars (AUD). The client must settle an Invoice received by AEFM 7 days prior to the Assignment date.

7.2 All quotations issued by AEFM for an Assignment will be valid for 7 days. Should the Client fail to confirm within 7 days, the Client must submit a new booking request.

7.3  Quoted fees include usage/loading rates.

7.4 All Invoices include 10% GST.

7.5 All Invoices include 15% ASF.

7.6 Per diems are quoted separately and are charged at $150 per day.

7.7 In the event of any adjustments, for example, overtime, transfer fees, or parking, a new Invoice will be forwarded to Client within 24 hours of the Assignment date. Client agrees to settle all adjusted Invoice fees within 7 days of the initial Assignment date. 

7.8 The Client is not entitled to withhold any monies due to the AEFM.

7.9 An overtime rate of 15% of the fee per hour will apply to all bookings exceeding the duration set out in the Invoice. 

7.10 Where Client fails to settle the Invoice in full prior to Assignment date and no remittance is received by AEFM, no Talent will arrive on the day of the Shoot. Client must then submit a new booking request for Talent and new rates may apply. 

7.11 AEFM may charge an additional fee for last-minute bookings (within 24 hours) of the Assignment date.

7.12 All fees are payable in full regardless of whether or not the Client uses the Content created.

7.13 All direct expenses incurred by AEFM and Talent in connection with the Assignment will be charged to the Client and are payable by the Client upon production of appropriate receipts.

7.14 Where a third party is seeking to book on behalf of the Ultimate Client they must provide AEFM with contact information for a representative of the Ultimate Client. A third-party booking on behalf of the Ultimate Client acknowledges that they will be liable for all fees owed to AEFM. However, where AEFM cannot recover from the third party booking the Assignment, AEFM has the right to chase the Ultimate Client for all outstanding fees owed.

  1. Usage Rights

8.1 All content created under this Agreement is subject to General Usage Rights. General Usage Rights are valid for thirteen months from the Assignment date (the “General Usage Term”). General Usage Rights enable the Client to have unfettered restrictions on the use of  Content in terms of location and purpose of use.

8.2 Where the Client seeks to extend the General Usage Term they must provide written notice to AEFM 30 days prior to the expiry of the General Usage Term. For an additional 12-month General Usage Rights, Client must pay 75% of the original Assignment fee (plus GST). 

8.3 Where the General Usage Term lapses and no renewal is paid for, Client must delete all Content and remove such from all commercial spaces, websites, social media, and product packaging. Where Client does not stop usage, this will be deemed as unauthorised usage and will be subject to legal proceedings. Client shall be responsible for all legal expenses and costs incurred in recovering any outstanding monies, including but not limited to, debt collection fees and solicitor’s costs.

8.4 General Usage Rights are given upon settlement of all fees.

8.5 General Usage Rights will be suspended if this Agreement is terminated by AEFM.

8.6 General Usage Rights cannot be assigned or transferred to a third party. If the Client seeks to transfer the General Usage Rights to a company within the Client’s corporate structure, the Client must seek written approval from AEFM.

8.7 Client may purchase the Full Usage Rights to Content created under this Agreement upon negotiation with AEFM. Full Usage Rights give the Client the right to use the Content with unfettered restriction in terms of duration, location, and purpose. Full Usage Rights will come into effect on the date AEFM receives full payment (including for any overtime owed) from the Client. 

8.8 Full Usage Rights will be itemised within Client Invoices and/or email communications. 

  1. Shoots and Photography

9.1 Any re-shoots are done at the Client’s expense, this includes Talent’s hourly rate, videographers’ hourly rate, photographers’ hourly rate, and travel expenses.

9.2 Client is responsible for checking that conditions are optimal for shooting on the Assignment date. This includes weather, location suitability, and all other factors.

9.3 In the event Talent does not attend an Assignment, AEFM will provide a full refund, less the Agency Service Fee to Client unless AEFM can substitute a replacement Talent, subject to the Client’s approval.

9.4 Where Talent cannot attend an Assignment due to sickness or an emergency, AEFM shall immediately inform the Client. AEFM will seek to arrange a substitute Talent, if a replacement Talent is used the Client will not receive a reduction in price. Where the Assignment is canceled, Client shall receive a 75% refund of the total Assignment Fees.

9.5 If the Talent is expected to wear clothes that are to be provided by the Client they must be clean, dry, pressed, suitable, and fit to wear. AEFM cannot be held responsible if the Talent refuses to wear such clothing for any reason.

  1. Changing Facilities and Fittings

10.1 Client must provide an appropriate changing and dressing area to ensure that Talent can prepare for the provision of the services and also maintain their privacy. This means private dressing facilities with mirrors and running water. The Client acknowledges that public toilets are not acceptable.

10.2 Fittings, manicures, tanning, or additional hair maintenance requests pre-Assignment will be charged at an hourly rate unless specifically negotiated, as well as the actual cost for the requested maintenance to reimburse the Talent.

  1. Working Hours and Catering

11.1 Talent will be paid for the hour’s Talent is booked for even if an Assignment finishes early. If an Assignment takes longer than the originally booked hours then overtime rates will apply. 

11.2 Saturday and Sunday rates are charged at a 1.5 hourly rate.

11.3 The following breaks apply for Talent:

11.3.1 If Talent works up to 4 hours they are entitled to one 20-minute break;

11.3.2 If Talent works between 4-8 hours they are entitled to two 20-minute breaks and one 10-minute break; and

11.3.3 If Talent works for 8 hours or more they are entitled to a one-hour lunch break and two 20-minute breaks.

11.4 All breaks Talent takes are fully paid.

11.5 The Client is responsible for the provision of all meals and beverage requirements of Talent (taking into account dietary requirements) whilst Talent is providing Services to the Client.

11.6 When an Assignment finishes 15 minutes past the hour, no extra hour will be billed. At 16 minutes and over, an extra full hour will be added to the Client’s adjusted Invoice at the appropriate rate and for any subsequent hours.

11.7 Where an Assignment is cancelled by Client, for any reason whatsoever, Talent must be paid for the full day’s rate.

11.8 AEFM does not charge half-hour blocks.

11.9 Client understands and agrees that all children must be given one hour for lunch on a full-day Shoot (8 hours). All children must receive a break for every 4 hours worked. Breaktime may vary depending on the age and needs of the child being used. The client also understands that if they do not have an hour, they will have to pay a penalty of $500 per child per day. Children are deemed under the age of 18 years of age.

  1. Tearsheets or campaign content.

12.1 The Client will provide tear sheets for Content captured on the day of the Assignment. These include print/stills, behind-the-scenes, and or video footage. These will be forwarded to AEFM via email in high resolution. Where the Client fails to provide these, AEFM has the right to download these from the Client’s website or public domain. 

12.2 Tear sheets of Client’s content can be used for AEFM’s Talent portfolio on their official website, AEFMs Electronic Digital Mail to their database, and all AEFM and Talent social media platforms. The Client grants AEFM full usage rights on all Content created.

  1. Travel

13.1 Travel or any other costs associated with each Assignment example: hotel and flights, and transfers will be quoted separately. The Client agrees to pay this prior to the Assignment date. Receipts for travel will be provided by AEFM. 

13.2 Travel time is calculated from the Talent’s residence to the Assignment location and return. 

13.3 Standard travel rates are charged at $150AUD an hour. Travel that is deemed as extensive in the reasonable opinion of AEFM will be negotiated with the Client.

13.4 Where the Assignment location changes, AEFM shall recalculate the journey time. AEFM reserves the right to increase the fee should the address be further than the original location.

13.5  If Talent is required to travel interstate for an Assignment, the Client is responsible for flights, accommodation, airport transfers, and any other reasonable out-of-pocket expenses that might be incurred by Talent. Talent must retain receipts for all expenses and submit them to AEFM promptly. Schedules including hotel reservations and or flight itineraries are to be emailed to talent@aefm.com.au. Failure to do so will result in Talent being pulled from the Assignment. Where the Client has paid in full, no refunds will be granted.

13.6  Interstate rates for overtime will incur an hourly rate of 2 x Talents’ hourly rate. This is calculated at the agreed rate which is accepted prior to the Assignment date.

13.7 The Client is to arrange transfers to and from the airport and Shoot location. Any out-of-pocket expenses that might be incurred by Talent will be claimable upon appropriate receipts. This will appear on the adjusted Invoice for the final payment.

13.8 Where Client requests Talent to travel internationally for an Assignment, the Client guarantees a minimum 3-day Shoot. Client is responsible for Talent’s airfares, transfers from the airport and Shoot location, accommodation, and 3x meals per day. Travel time to the destination will be included in the overall Assignment Fee. All fees must be paid prior to departure. 

13.9 Any additional travel fees will be considered an adjustment. The adjusted Invoice will be payable within 7 days of the Assignment Shoot date.

  1. Cancellations

14.1 Client must immediately inform AEFM via phone/email to jason@aefm.com.au if it intends to cancel an Assignment. 

14.2 Should the Client cancel the Assignment with AEFM as Talent arrives at the Assignment location no refund will be granted unless stipulated otherwise.

14.3 If an Assignment is cancelled due to bad weather, the Client must immediately inform AEFM via phone/email. Client acknowledges that the full Assignment fee will be payable.

14.4 Where the Client has booked talent for interstate assignments, the Client agrees to honor accommodation and flights. For interstate bookings cancelled within 72 hours of departure, a cancellation fee of 100% of the total Talent’s fee for the booking will be charged.

14.5 On all bookings internationally departing from Australia, with less than one week’s notice prior to the commencement of the booking, a cancellation fee of 100% of the total Talent fee for the booking will be charged. If Client cancels with more than one week’s notice they shall receive a full refund less the AEFM’s Agency Service Fee of 15%.

14.6 For same State Assignments, up until 72 hours before the Assignment date, the Client can reschedule the Assignment (the “Rescheduled Assignment Date”). The Rescheduled Assignment Date must be within 30 days of the original Assignment Date. Any Rescheduled Assignment Date may incur additional costs. These additional costs must be paid in full prior to the Rescheduled Assignment Date. 

14.7  Where the Client seeks to cancel the Assignment and does not intend to reschedule the Assignment, or cannot reschedule the Assignment within the 30-day window, no refunds shall be given.

  1. Product Exclusivity

15.1 Unless otherwise agreed, Talent is supplied to the client by AEFM on a non-exclusive basis and Talent shall be free to provide similar and/or competing services to any third party and/or competing product or brand of the Client.

15.2 AEFM and Client must negotiate and agree on an additional fee if Client seeks to use Talent’s imagery in relation to a product on an exclusive or semi-exclusive (exclusivity being sector-specific or territorially exclusive). Any agreed-upon product exclusivity has a term of 12 months from the date of Assignment unless negotiated and agreed otherwise.

15.3 If Client seeks to use Talent’s imagery on an exclusive basis, it is the Client’s responsibility to do due diligence to check whether Talent has undertaken or booked to undertake any conflicting work.

  1. Confidentiality 

16.1  Client shall not, during the Term of the Agreement and thereafter, without the prior written express consent of AEFM, disclose any Confidential Information, knowledge or data, discovery, design, invention, idea, concept, technique, secret process, or improvement relating to AEFM or AEFM’s Clients, which (a) was obtained whilst completing obligations under this Agreement, and (b) which is not information, knowledge or data otherwise in the public domain (other than by reason of a breach of this provision by Client), unless required to do so by a court of law or governmental authority.

16.2 Client acknowledges that disclosure of Confidential Information will be treated as a material breach and enable AEFM to immediately terminate this Agreement and, in addition to all other remedies that may be available, AEFM shall be entitled to specific performance and injunctive relief, or other appropriate equitable remedies for any such breach.

  1. Public Liability

17.1  It is the responsibility of the Client to ensure that they have adequate levels of insurance to cover all Talent used at all locations, including travel to and from each location. Client is responsible for the supervision and control of the Assignment or Casting site and all applicable health and safety requirements (including ensuring a fully stocked first aid box and fire extinguishers are at the location). AEFM shall not be held liable for any events or occurrences that occur on-site nor for any behavior of the Client or third parties. 

17.2 AEFM is not the employer of Talent. AEFM is not required to, nor holds, any such insurance for the Talent it represents. If requested by AEFM, Client must provide AEFM with documentation of insurance.

17.3 If the Client does not have insurance or fails to maintain the insurance required, this will be considered a material breach of this Agreement.

17.4 AEFM acts solely for and on behalf of Talent who are self-employed persons. AEFM can not be held responsible for Talent’s conduct neither on an Assignment nor for any loss, financial or otherwise, whatsoever caused including the lateness of Talent on any Assignment.

17.5 Where Talent purports to be competent in the performance of extreme or dangerous acts, AEFM shall have no liability whatsoever. 

  1. Limitation of Liability

18.1 Neither party excludes or limits its liability under this Agreement for: 

(a) death or personal injury caused by its negligence; 

(b) fraudulent misrepresentation; or 

(c) any other type of liability which cannot by law be excluded or limited.

18.2 Subject to Clause 18.1, AEFM limits its liability under this Agreement, whether such liability arises in contract, breach of legal duty (including without limitation negligence), or otherwise, so that the maximum liability of AEFM for all claims brought in connection with this Agreement or its subject matter shall be limited to and shall not in aggregate exceed the total amount of the fees paid to AEFM within six (6) months prior to the liability arising. 

18.3 AEFM shall not be liable for: 

  1.  loss of business, use, profit, anticipated profit, contracts, revenues, goodwill, or anticipated savings; 
  2. failure by a Talent to attend an Assignment or Casting for whatever reason; 
  3. damage to the Client’s reputation; or 
  4. consequential, special, or indirect loss or damage; even if the AEFM has been advised of the possibility of such loss or damage.
  1. Indemnities

19.1 Client agrees to defend, indemnify, and hold AEFM, and each of their respective officers, directors, members, managers, employees, partners, shareholders, and agents (collectively the “AEFM Parties”, each a “AEFM Party”) harmless against all costs, expenses, and losses (including reasonable outside legal fees and costs) incurred through claims of third parties against AEFM based on (i) a breach by Client of any provision, representation and/or warranty made in this Agreement, (ii) the death, bodily injury, or other legally enforceable damage incurred by any third parties caused by the negligence or willful misconduct of Client (iii) the damage, loss or destruction of any real or personal property damage incurred by third parties caused by the negligence or willful misconduct of Client or (iv) that Client failed to comply with an applicable law.

  1. Termination 

20.1 AEFM may, in its sole discretion, terminate this Agreement by giving written notice to the Client, in the following circumstances: 

(a)If Client fails to fulfill payment obligations to AEFM; 

(b) If Client breaches any obligation under this Agreement and is unable to rectify such upon discussion with AEFM; or 

(c) If AEFM believes that continuation of this Agreement will cause damage or harm to its reputation and goodwill.

20.2 If AEFM terminates the Agreement, in whole or in part, all outstanding fees owed to AEFM become due and payable within 7 days of the termination date.

  1. Complaints

21.1 Any cause for complaint should be reported to AEFM immediately. Any claim or alteration to the negotiated Assignment Fee must be notified to AEFM within 24 hours of the Assignment in writing to jason@aefm.com.au.

21.2 Where AEFM has provided Additional Commercial Services and has utilised contractors such as a commercial photographer, a hair and makeup artist or a commercial videographer, should the Client be dissatisfied with their work, an immediate call must be made to AEFM (Whatsapp +61452 483 911) or email (jason@aefm.com.au). 

21.3 In the event that Talent does not meet the required standard, the Client must not record or create any Content of Talent. The Client must contact AEFM immediately on Whatsapp (+61452 483 911) and by email (jason@aefm.com.au), within 15 minutes of their arrival and relieve the Talent from the Assignment immediately.

21.4 In the event of the above, AEFM will only charge the travel fee and one hour, at the agreed hourly rate. Should the Talent be photographed or any video footage be taken, then the pre-agreed Assignment Fee will be enforced. 

21.5 In case of any dispute between Talent and the Client relating to an Assignment, the Client will immediately inform AEFM about the disagreement and AEFM will use reasonable endeavours to resolve the disagreement.

  1. Governing law

22.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Australia. Each party agrees that the courts of Australia shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

  1. Assignment of Agreement

21.1 This Agreement may not be assigned, directly or indirectly, by Client. Any assignment in violation of the foregoing shall be null and void. AEFM may assign its rights and obligations under this Agreement in whole or in part without Client’s consent only to any affiliate or any successor to all or substantially all of the business of AEFM to which this Agreement relates. Any assignment in violation of the foregoing shall be null and void.

  1. Third Party Rights

22.1 Nothing in this Agreement, express or implied, is intended to confer any rights to a third party unless expressly agreed otherwise.

  1. Amendments

23.1 No variation or amendment to this Agreement shall be valid and binding unless in writing and signed by an authorised representative of each party. AEFM may make minor unilateral amendments to this Agreement for the purpose of commercial flexibility. Any material changes must be consented to by both parties.

  1. Force Majeure

24.1 For the purposes of this Clause “Force Majeure” means in relation to either Party any cause beyond the reasonable control of that Party including, without limitation, any of the following: 

(a) act of God; 

(b) war, insurrection, riot, civil disturbance, acts of terrorism; 

(c) fire, explosion, flood, storm; 

(d) theft or malicious damage;

(e) strike, lock-out, or other industrial dispute (whether involving the workforce of the party so prevented or any other party), third-party injunction; 

(f) pandemics or epidemics;

(g) national defense requirements, acts or regulations of national or local governments; or 

(h) inability to obtain essential fuel, power, raw materials, labor, containers or transportation, accident, malfunction of machinery or apparatus, denial of export or import licenses. 

24.2 Neither Party is to be liable to the other for failure to perform any obligation under this Agreement to the extent that the failure is caused by Force Majeure, the effects of which could not have been reasonably anticipated or prevented by that party. 

24.3 A Party becoming aware of any Force Majeure must promptly notify the other of the relevant facts and any likely delay or other effects, and both Parties shall use their best endeavors to mitigate the effects of the Force Majeure.