Standard Terms for Project Services (Agreement)

1.    Overview. Janzer Pty Ltd ABN 69 631 602 803 t/a On Song Productions (On Song) carries on a business providing Music Services.  This document (Agreement) sets out the terms and conditions on which On Song will deliver Music Services to Customers.

2.    Definitions.  Unless otherwise expressly stated, capitalised words and phrases in this Agreement have the following meanings: (a) “Customer” means a person who wishes to purchase Music Services from On Song, (b) “Music Services” means services in relation to music production, mixing, mastering and song-writing (and includes services ancillary to such services), (c) “Project Service” means the Music Services On Song proposes to deliver to the Customer, as set out in a Quote, (d) “Project Service Fee” means the amount payable by the Customer for a Project Service, as set out in a Quote and (e) “Quote” means a written proposal given by On Song to the Customer for the delivery of a Project Service.

3.    Application. This Agreement is effective on and from the date the Customer accepts a Quote.  The Customer will be taken to have accepted a Quote if they (a) communicate to On Song that they accept the Quote or (b) after receiving a Quote, give instructions to On Song that are consistent with On Song delivering the Project Service.

4.    Delivery and Payment. On Song will deliver the Project Service to Customer. The Customer will pay the Project Service Fee for the Project Service within 7 days of receiving an invoice from On Song in respect of that service.

5.    Assignment. Subject to this clause, upon On Song’s receipt of payment of the Project Service Fee, On Song irrevocably assigns to the Customer all right, title and interest worldwide in and to the Project Services and all intellectual property rights therein, including the rights to reproduce, make derivative works of, distribute, publicly perform, and publicly display the Project Service.  However, the Customer grants On Song a non-exclusive, royalty-free licence to publish all or any part of the Project Service for On Song’s marketing purposes from time to time.

6.    General. This Agreement constitutes the entire agreement between On Song and the Customer regarding the delivery of the Project Service. A party's failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” or “includes” is not a word of limitation. If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Each party's relationship to the other is that of an independent contractor, and neither party is an agent, employer or partner of the other. This Agreement may not be assigned, subcontracted, delegated, or otherwise transferred by a party without the other party's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

7.    Governing Law. This Agreement is governed by the laws of Queensland, Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of that place.