PRM Terms and Conditions




1 Definitions and interpretation


1.1 Definitions

In these conditions the following words have the following meanings:

Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).

Client means the person or entity identified in the Quote.

Confidential Information includes any information marked as confidential and any information provided or developed by the Supplier during the term of this agreement, which is not publicly available and relates to processes, equipment and techniques used by the Supplier.

Consumer Guarantee means a guarantee applicable to the supply of goods or services which is incorporated into this agreement pursuant to division 1 part 3-2 of the Australian Consumer Law.

Facilities includes working space, computer equipment, access to the internet and the Client’s computer networks and telecommunications systems, and includes not only access to such resources but also use of them to the extent required by the Supplier in order to perform the Services.

Force Majeure Event means any occurrence or omission as a direct or indirect result of which the Party relying on it is prevented from or delayed in performing any of its obligations under this agreement and which is beyond the reasonable control of that Party and could not have been prevented or mitigated by reasonable diligence or precautionary measures, including forces of nature, natural disasters, acts of terrorism, riots, revolution, civil commotion, epidemic, industrial action and action or inaction by a government agency.

GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

IP means the Intellectual Property of the Supplier which was in existence prior to the commencement of this agreement or which is subsequently developed by the Supplier in the course of performance of its obligations to the Client or independently of and for purposes unconnected with the Client.

Intellectual Property includes trademarks, patents, copyrights, processes know-how, registered designs or other like rights or any right to apply for registration of any of the former.  For clarity, Intellectual Property does not include any licence for proprietary software which the Client obtains in order for the Supplier to provide the Services.

Losses means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.

Parties means the Supplier and the Client, and Party means either one of them.

Quote means the written quotation setting out a description of the Services to be provided by the Supplier to the Client.

Related Body Corporate has the meaning given in section 50 of the Corporations Act 2001 (Cth) (Corporations Act).

Services means the services to be provided by the Supplier as specified in the Supplier’s Quote and agreed between the Parties.

Service Fees means the amount set out in the Quote provided to the Client and payable to the Supplier.

Supplier mean Profiles RF Management Pty Limited ABN 87 669 785 657.

Supplier’s Personnel means any person or persons that the Supplier designates to perform the Services on the Supplier’s behalf.

Termination Date means the date the Services are terminated pursuant to clause 10.

Terms means these Standard Terms and Conditions.

1.2 Interpretations

In this agreement unless the context otherwise requires:

(a) words importing any gender include every gender;

(b) words importing the singular number include the plural number and vice versa;

(c) words importing persons include firms, companies and corporations and vice versa;

(d) references to numbered clauses and paragraphs are references to the relevant clause or paragraph in this agreement;

(e) any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

(f) the headings to the clauses and schedules of this agreement are not to affect the interpretation;

(g) any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or by law made under that enactment;

(h) the word “including” (and related forms including “includes”) means “including without limitation”; and

(i) any uncertainty or ambiguity in the meaning of a provision of these Terms will not be interpreted against a party because that party drafted the provision that is, the contra proferentum rule of construction will not apply in the construction of these Terms.

2 Services

(a) The Supplier will provide the Services to the Client in consideration for the Client paying the Service Fees to the Supplier, subject to the provisions of these Terms.

(b) The Supplier and the Client will agree on the time and place for the performance of the Services subject to the availability of the Supplier’s Personnel.

(c) The Supplier will use reasonable endeavours to complete the Services by the dates agreed by the Parties.

3 Fees


3.1 Payment of Fees

(a) In consideration of the provision of the Services in accordance with this agreement, the Client will pay the Supplier the Service Fees.

(b) The Client acknowledges that the Fees are exclusive of any GST that may be charged by the Supplier to the Client, and therefore, the Supplier will be entitled to add on GST.

3.2 Invoicing

(a) The Supplier will provide the Client with a tax invoice in accordance with the GST Law in relation to Service Fees payable under this clause 3.

(b) Payment will be made by the Client to the Supplier within the time specified for payment in the Supplier’s invoice.

(c) When making a payment, the Client must quote relevant reference numbers and the invoice number.

3.3 Variation of Fees

The Supplier is entitled to vary all fees and pricing by thirty (30) days’ written notice to the Client.

3.4 Failure to pay

If the Client does not make a payment by the date stated in an invoice or as otherwise provided for in the agreement, the Supplier is entitled to do any or all of the following:

(a) charge interest on the outstanding amount at the rate of 6% per year, accruing daily;

(b) require the Client to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and

(c) not perform any further Services (or any part of the Services).

3.5 Disputed Invoices

If the Client disputes the whole or any portion of the amount claimed in an invoice submitted by the Supplier, the Client must:

(a) pay the portion of the amount stated in the invoice which is not in dispute in accordance with the terms of payment set out in these Terms; and

(b) notify the Supplier in writing within five (5) days of receipt of the invoice of the reasons for disputing the remainder of the invoice.

4 Client’s obligations

(a) During performance of the Services the Client will:

(i) cooperate with the Supplier as the Supplier reasonably requires;

(ii) provide the information and documentation that the Supplier reasonably requires. Including but not limited to:

      • timely delivery of a list of key stakeholders;
      • active engagement by the Client’s media/public relations team with the Supplier;
      • provision of a media call schedule;
      • provision of a full production and broadcast schedule; and
      • inclusion of the Supplier’s staff and agents to event delivery communication platforms including WhatsApp, Messenger and email;

(iii) make available to the Supplier such Facilities as the Supplier reasonably requires; and

(iv) ensure that the Client’s staff and agents cooperate with and assist the Supplier.

(b) The Client will not charge for the Supplier’s use of the Facilities made available by the Client.

(c) If the Client does not provide the Facilities that the Supplier reasonably requires (and within the time period) to perform the Services, then any additional costs and expenses which are reasonably incurred by the Supplier will be paid by the Client.

5 No partnership or employment relationship

(a) Nothing in these Terms constitutes the relationship of employer and employee between the Client and the Supplier or between the Client and the Supplier’s Personnel.

6 Use of subcontractors

(a) The Supplier is permitted to use other persons to provide some or all of the Services.

(b) The Supplier is responsible for the work of any of the Supplier’s subcontractors.

(c)  Any work undertaken by any of the Supplier’s subcontractors will be undertaken to the same standard as stated in these Terms.

7 Disclosure and ownership of Intellectual Property

(a) The Parties agree that nothing in these Terms transfers or grants to any Party any right, title or interest in or to any Intellectual Property owned by the other Party.

(b) The Supplier warrants that it will not infringe the Intellectual Property rights of any third party.

(c) The obligations accepted by the Parties under this clause 7 survive termination or expiry of this agreement.

8 Confidentiality

(a) A Client who receives Confidential Information from the Supplier must keep the Supplier’s Confidential Information confidential and not deal with it in any way that might prejudice its confidentiality.

(b) The Client’s obligations in relation to the Confidential Information will continue for as long as the Confidential Information is maintained on a confidential basis by the Supplier.

(c) At the Termination Date, or when earlier directed by the Supplier:

(i) all Confidential Information must be returned to the Supplier, including all copies of the Confidential Information or any extracts or summaries of the Confidential Information that the Client makes and any software that the Client creates based on the Confidential Information; and

(ii) the Client must erase and destroy any copies of any software containing or comprising the Confidential Information in the Client’s possession or under the Client’s control or that may have been loaded onto a computer possessed or controlled by the Client.

(d) The Confidential Information does not include information which:

(i) is generally available in the public domain otherwise than as a result of a breach of clause 8(a) by the Client; or

(ii) was known by the Client prior to the Supplier disclosing the information to the Client.

(e) The Client agrees that the Supplier may require any of the Client’s Personnel to sign a confidentiality agreement in a form that the Supplier approves, as a condition of the Supplier’s acceptance of any of the Client’s Personnel.

(f) The Client agrees to indemnify the Supplier fully against all liabilities, costs and expenses which the Supplier may incur as a result of any breach of this clause 8 by the Client.

(g) The Client acknowledges that damages may be an inadequate remedy for breach of this clause 8 and that the Supplier may obtain injunctive relief against the Client for any breach of this clause 8.

(h) The obligations accepted by the Client under this clause 8 survive termination or expiry of this agreement.

9 Warranties, liability and indemnities


9.1 Warranties

(a) The Supplier warrants that it will use reasonable care and skill in performing the Services.

(b) If the Supplier performs the Services (or any part of the Services) negligently or in breach of this agreement then, if requested by the Client, the Supplier will re-perform the relevant part of the Services, subject to clause 5(b) below.

(c) The Client’s request referred to in clause 1(b) must be made within three (3) months of the date the Supplier completed performing the Services.

9.2 Employees and subcontractors

(a) The Supplier covenants that the Supplier is solely responsible for the payment to the Supplier’s employees and agents of all amounts due by way of salary, superannuation, annual leave, long service leave and any other benefits to which they are entitled as the Supplier’s employees or agents.

(b) The Supplier must otherwise comply with legislation applicable to the Supplier’s employees and agents.

9.3 Compliance with all laws

Throughout this agreement the Supplier must comply at the Supplier’s own cost and expense with all acts, ordinances, rules, regulations, other delegated legislation, codes and the requirements of any Commonwealth, state and local government departments, bodies, and public authorities or other authority.

9.4 No warranties in relation to results

Notwithstanding that the Supplier will use all reasonable care and skill in performing the services the Client acknowledges and accepts that the radio frequency spectrum cannot be controlled by the Supplier and may be subject to interference beyond the control of the Supplier as a result of interference arising from sources including but not limited to:

(a) failure of parties to follow the Supplier’s issued instructions and/or issued frequencies;

(b) parties that are intentionally causing singular or broadband interference (fracticide); or

(c) natural phenomenon, whether forecast or unpredictable.

The Supplier does not warrant that that the Services performed by the Supplier are capable of eliminating all interference.

9.5 Limitation on liability

(a) Subject to any non-excludable statutory liability, the liability of the Supplier under or in connection with this agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the Service Fees paid by the Client to the Supplier under this agreement.

(b) Neither Party is liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill. For the purposes of this subclause, “consequential loss or damage” means any Loss that does not arise naturally and according to the usual course of things as a result of a breach of this agreement or other event giving rise to such Loss, whether or not such Loss may reasonably be supposed to have been in the contemplation of the Parties at the time they made this agreement.

(c) The Supplier’s liability for failure to comply with a Consumer Guarantee is limited to the supply of the Services again.

9.6 No reliance

Each of the Parties acknowledges that, in entering into this agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this agreement. Any conditions, warranties or other terms implied by statute or common law are excluded from this agreement to the fullest extent permitted by law.

9.7 Survival of obligations

The obligations accepted by the Supplier and the Client under this clause 9 survive termination or expiry of this agreement.

10 Termination


(a) Either Party may terminate this agreement by 30 days’ notice in writing to the other if the Party notified:

(i) fails to observe any term of this agreement; and

(ii) fails to rectify this breach, to the satisfaction of the notifying Party, following the expiration of fourteen (14) days’ notice of the breach being given in writing by the notifying Party to the other Party.

(b) Either Party may terminate this agreement immediately upon the happening of any of the following events:

(i) if the other Party commits a material breach of the agreement which is incapable of rectification;

(ii) if the Client enters into a deed of arrangement or an order is made for it to be wound up;

(iii) if an administrator, receiver or receiver/manager or a liquidator is appointed to the Client pursuant to the Corporations Act; or

(iv) if the Client would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act.

(c) Upon termination of this agreement any fees, expenses or reimbursements payable by the Client to the Supplier in respect of any period prior to the Termination Date must be paid by the Client within seven (7) days after the Termination Date.

11 General


11.1 Force Majeure

(a) Neither Party has any liability under or may be deemed to be in breach of this agreement for any delays or failures in performance of this agreement which result from a Force Majeure Event.

(b) The Party affected by these circumstances must promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.

(c) If such circumstances continue for a continuous period of more than three (3) months, either Party may terminate this agreement by written notice to the other Party.

11.2 Amendment

These Terms may only be amended in writing signed by duly authorised representatives of the Parties.

11.3 Assignment

(a) Subject to clause 3(b), neither Party may assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this agreement without the prior written agreement of the other Party.

(b) A Party may assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this agreement.

11.4 Entire agreement

(a) These Terms contain the whole agreement between the Parties in respect of the subject matter of the agreement.

(b) The Parties confirm that they have not entered into this agreement on the basis of any representation that is not expressly incorporated into these Terms.

11.5 Waiver

(a) No failure or delay by the Supplier in exercising any right, power or privilege under this agreement will impair the same or operate as a waiver of the same nor may any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.

(b) The rights and remedies provided in this agreement are cumulative and not exclusive of any rights and remedies provided by law.

11.6 Further assurance

Each Party to this agreement must, at the request and expense of the other, do all things reasonably necessary to carry out the provisions of this agreement or to make it easier to enforce.

11.7 Severance

If any provision of this agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this agreement.

11.8 Notices

A notice or other communication connected with this agreement has no legal effect unless it is in writing. In addition to any other method of service provided by law, the notice may be sent by pre-paid post to the address of the addressee as set out in this agreement, or sent by email to the email address of the addressee.

11.9 Law and jurisdiction

This agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in New South Wales, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

12 Dispute Resolution


(a) A party will not start arbitration or court proceedings (except proceedings seeking urgent interlocutory relief) in respect of a Dispute arising out of his agreement (Dispute) unless it has complied with this Clause.

(b) A party claiming that a Dispute has arisen must notify the other parties, giving details of the Dispute.

(c) During the 21-day period after a notice is given under Clause 12(b) (or longer period agreed in writing by the parties to the Dispute) (Initial Period) each party to the Dispute (Disputant) must use its best efforts to resolve the Dispute.

(d) If the Disputants are unable to resolve the Dispute within the Initial Period, each Disputant agrees that the Dispute must be referred for mediation in accordance with the Mediation Rules of the Law Society of New South Wales, at the request of any Disputant, to:

(i) a mediator agreed on by the Disputants; or

(ii) if the Disputants are unable to agree on a mediator within 7 days after the end of the Initial Period, a mediator nominated by the then current President of the Law Society of New South Wales.

(e) The role of any mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a decision that is binding on a Disputant unless that Disputant has so agreed in writing.

(f) Any information or documents disclosed by a Disputant under this clause:

(i) must be kept confidential; and

(ii) may not be used except to attempt to resolve the Dispute.

(g) Each Disputant must bear its own costs of complying with this clause and the Disputants must bear equally the costs of any mediator engaged.

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