Terms and Conditions

1. Definitions and Interpretation

1.1. Definitions

In This Agreement, unless the context otherwise requires, the following definitions apply:

(c) “Agreement” means the Proposal, the Client Authorisation, these terms and conditions and other terms specified in writing by OmniTitan Productions as being incorporated but excludes any terms and conditions of the Client;

(d) “Client” means the addressee named in the Proposal and includes the executors, administrators, successors and permitted assignees of that person or company or anyone else acting for or on behalf of or with the authority thereof.

(e) “Client Authorisation” means the document relied on by OmniTitan Productions as its authority to proceed with performing the Services;

(f) “Fee” means the fee quoted in the Proposal and includes such other fees that OmniTitan Productions reasonably determines is chargeable by OmniTitan Productions for work performed for the Client from time to time;

(g) “OmniTitan Productions” means OmniTitan Pty Ltd ACN 649 971 997 and includes its successors and assignees;

(h) “Guarantor” means the person named in the Client Authorisation as guarantor of this Agreement;

(i) “GST” has the same meaning as that term appears in the A New Tax System (Goods and Services) Act 1999;

(j) “Insolvency Event’ includes administration, bankruptcy, formal agreements with creditors, the appointment of receivers and liquidation;

(k) “Loss” includes liabilities, losses, damages, expenses and costs of any kind or any nature, whether arising in contract or tort (including, but not limited to, negligence) or under statute and also includes:

(i) loss of profits, loss of revenue, loss of anticipated savings, loss of opportunity and pure economic loss; 

(ii) any other consequential, special, or indirect loss or damage; 

(iii) liquidated damages; and

(iv) legal costs on a full indemnity basis;

(l) “Notice” means a notice, demand, consent, approval, or communication under this Agreement;

(m) “PPSA” means the Personal Property Securities Act 2009 (Cth) and regulations as varied or substituted from time to time;

(n) “Project” means the project specifically referred to in the Proposal;

(o) “Proposal” means the covering letter or other proposal document signed by an authorised agent of OmniTitan Productions and which specifies OmniTitan Productions’ scope of work and its Fee;

(p) “Reimbursable Expense” means any and all out of pocket expenses OmniTitan Productions incurs or suffers in the performance of the Services including travel costs, accommodation, postage, meal costs and third-party consulting fees or costs;

(q) “Services” means the consulting and support services set out in the scope of work in the Proposal and any other services as may be agreed by OmniTitan Productions in writing from time to time; and

(r) “Site” means the site of the Project.

1.2 . Interpretation

In this Agreement, unless the context clearly indicates otherwise:

(a) a reference to a clause, schedule, annexure or party is a reference to a clause, schedule, annexure or party to this Agreement;

(b) headings and any table of contents or index are for convenience only and do not form part of this Agreement or affect its interpretation;

(c) a reference to a party includes the party’s executors, personal representatives, administrators, successors and permitted assigns;

(d) a reference to ‘document’, ‘deed’ or ‘agreement’ (including a reference to this Agreement) includes any amendments, supplements, replacements, assignments or novations;

(e) a reference to one gender includes all other genders;

(f) a right or obligation of a party is a reference to a right or obligation of that party under this Agreement;

(g) a requirement to do anything includes a requirement to cause that thing to be done and a requirement not to do anything includes a requirement to prevent that thing being done;

(h) all or part of this Agreement must not be construed against the interests of a party because that party or its lawyers were responsible for its drafting or because that party relies on a provision of this Deed to protect itself;

(i) a word that is derived from a defined word has a corresponding meaning;

(j) the singular includes the plural and vice-versa;

(k) the meaning of any general language is not restricted by an accompanying example, and the words ‘includes’, ‘including’, ‘such as’ or ‘for example’ (or similar phrases) do not limit what else might be included;

(l) monetary amounts are expressed in Australian dollars;

(m) a reference to legislation or a legislative provision includes any statutory modification, or substitution of that legislation or legislative provision and any subordinate legislation issued under that legislation or legislative provision;

(n) a reference to a ‘person’ includes a corporation, trust, partnership, unincorporated body, government, local authority or agency, or other entity whether or not it comprises a separate legal entity;

(o) a ‘day’, ‘month’ or ‘year’ means a calendar day month or year; and

(p) if any day on or by which a person must do something under this Deed is not a Business Day, then the person must do it on or by the next Business Day.

2. Provision of Services

2.1. OmniTitan Productions shall provide to the Client the Services as set out in the Proposal.

2.2. The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client accepts the Proposal in writing or accepts the performance of the Services. 

2.3. If the Client requests in writing, OmniTitan Productions may provide services in addition to the Services. OmniTitan Productions may make an additional charge for providing the additional services in accordance with the rates set out in the Proposal.

2.4. Services not falling within the scope of works in the Proposal are excluded and OmniTitan Productions is not responsible for performing, supervising, advising on or carrying out excluded work.

2.5. OmniTitan Productions shall provide the Services with such skill, care and diligence as is generally exercised by a reasonably competent production specialist performing services of a similar nature, at the time the Services are provided taking into consideration the Client’s instructions and all relevant facts at the time OmniTitan Productions was engaged.

2.6. The Services will be performed at either or both the Site or at other places reasonably required by the Client. Where the locations of OmniTitan Productions’ work are not under OmniTitan Productions’ control (including the Site), the Client must provide reasonable access to allow OmniTitan Productions to perform the Services. 

3. Fee and payment

3.1. Fees

(a) The Client shall pay to OmniTitan Productions:

(i) the Fee and the Reimbursable Expenses as set out in the Proposal together with such other amounts in respect of additional services without set off, deduction or counter claim whatsoever; and

(ii) reasonable adjustments to the Fee and the Reimbursable Expenses to reflect the additional costs, expenses, liabilities, losses or other amounts incurred or suffered by OmniTitan Productions in the performance of the Services and arising out of or in connection with any event or matter beyond OmniTitan Productions’ control.

(b)OmniTitan Productions will inform you of significant expenses and Reimbursable Expenses to be incurred, as well as any other payments required to be made, as soon as is reasonably practicable. The Client acknowledges and agrees that expenses and Reimbursable Expenses OmniTitan Productions incurs on the Client’s behalf and for which OmniTitan Productions is charged, will be on-charged to the Client with a 10% markup by OmniTitan Productions.

3.2. Payment

(a) OmniTitan Productions may claim payment in accordance with the time period set out in the Proposal or, if no time period is set out, monthly in arrears by issuing a valid invoice. 

(b) The Client must pay to OmniTitan Productions, without set-off or deduction, the amount payable under this Agreement for the Services provided during the relevant period, within 30 days of the date of OmniTitan Productions’ invoice.

(c) OmniTitan Productions will provide the final product of its Services (other than live stream productions) only upon receipt of full payment of OmniTitan Productions’ invoices.

3.3. Default

(a)If the Client does not pay OmniTitan Productions in accordance with this Agreement then, without prejudice to any other rights or remedies OmniTitan Productions may have, interest will accrue on the outstanding amount payable to OmniTitan Productions from and including the date of invoice and is calculated at the rate of 10% per annum. Interest will continue to accrue and be payable by the Client if the outstanding amount and all other amounts due to OmniTitan Productions are not paid when due to OmniTitan Productions. 

(b) The Client must pay interest on any amount which is not paid on its due date for payment, for the period from and including the date on which it fell due for payment to but excluding the date on which the unpaid amount is paid in full at the 10% per annum. OmniTitan Productions may treat the failure to pay any amount as a breach of this Agreement even if it accepts the payment of interest under this clause 3.3(b).

(c)Any payments by the Client under this Agreement will be applied to the payment of interest then due and payable before application to the outstanding amount payable.

(d) If a liability under this Agreement becomes merged in a judgement or order or exists after any winding up of the Client, the Client, as an independent obligation, must pay Interest on that amount, from the date the liability becomes payable both before and after the judgement, order or winding up until it is paid, at the higher of the rate payable under the judgement, order or winding up and the 10% per annum.

(e) Interest under this clause 3.3:

(i) accrues on a daily basis; and

(ii) is calculated on the basis of the actual number of days on which interest has accrued and of a 365 day year.

(f) Nothing in this clause 3.3 affects the Client’s obligation to pay any amount due and payable under this Agreement on the date on which it falls due for payment.

(g) A certificate by OmniTitan Productions as to payment due and owing (including accrued interest) to OmniTitan Productions by the Client shall be conclusive evidence or proof that the amount appearing therein is due and owing and payable by the Client to OmniTitan Productions.

4. Representations and Warranties

4.1. The Client represents, warrants and confirms that:

(a) the Client will provide to OmniTitan Productions all information, documents and other particulars required for OmniTitan Productions to perform the Services; 

(b) OmniTitan Productions is entitled to rely on all information, documents and other particulars provided by the Client and the Client warrants the accuracy of all such information, documents and other particulars;

(c) OmniTitan Productions will not be liable for Loss, delay or any other claim for damage or obstruction to the Services or any other works on the Project caused by OmniTitan Productions or its agents, employees or contractors arising from the inaccuracies in the information, documents or other particulars provided by the Client.

4.2. OmniTitan Productions represents, warrants and confirms that: 

(a) Any fee proposal, quotation or estimate provided by OmniTitan Productions is based on circumstances and conditions known to OmniTitan Productions at the time of providing such proposal, quotation or estimate and OmniTitan Productions may pass on any increase in price arising from:

(i) force majeure, increases in taxes, duties, awards, rates of exchange and other supply fluctuations and changes in conditions taking place prior to the performance of the Services;

(ii) any act, omission or delay by the Client or its agents, employees or contractors; or

(iii) any variation made by the Client to the Services and agreed to by OmniTitan Productions or any other material fact not discoverable by, or disclosed to, OmniTitan Productions at the date of this Agreement.

5. Security

5.1. Despite anything to the contrary contained herein or any other rights which OmniTitan Productions may have howsoever arising under this Agreement:

(a) where the Client is the owner of any real or personal property capable of being charged, the Client agrees to mortgage and/or charge all of its joint and/or several interest in the said real or personal property in favour of OmniTitan Productions (or its nominee) to secure all amounts and other monetary obligations payable by the Client hereunder; 

(b) the Client acknowledges and agrees that OmniTitan Productions (or its nominee) shall be entitled to, among other things, lodge a caveat over any real property of which they are the registered owner (whether as joint tenants or tenants in common), which shall be released once all payments and other monetary obligations payable hereunder have been met;

(c) should OmniTitan Productions elect to proceed in any manner in accordance with this clause, the Client will indemnify OmniTitan Productions from and against all of OmniTitan Productions’ costs and disbursements including but not limited to, legal costs on a full solicitor and own client basis;

(d) the Client agrees to irrevocably nominate, constitute and appoint OmniTitan Productions (or its nominee) as the Client’s attorney to perform all necessary acts to give full effect to this clause; and

(e) if the Client is a trustee of any trust, the Client is bound by these terms and conditions and charges its land as trustee in favour of OmniTitan Productions, and the Client warrants that it is a proper exercise of the Client’s authority and power under the trust instrument and at law, to trade with OmniTitan Productions and to charge the assets owned by the trust in accordance with these terms and conditions. 

6. PPSA

6.1. The parties agree that terms used in this clause 6 have the same meaning and are subject to the provisions of the PPSA.

6.2. Clause 6 constitutes a security agreement for the purposes of the PPSA and creates a security interest in favour of OmniTitan Productions in all Services supplied previously (if any) and all Services that will be supplied in the future by OmniTitan Productions to the Client to secure payment.

6.3. The Client grants to OmniTitan Productions a security interest in all the Client’s present and after-acquired property as security for the Client’s obligation to pay for the Services.

6.4. The Client agrees that OmniTitan Productions may attend to registration of its security interest on the Personal Property Securities Register (“PPSR”) without notice to the Client.

6.5. The Client undertakes to: 

(a) promptly sign any further documents and/or provide any further information which OmniTitan Productions may reasonably require to: 

(i) register a financing statement or financing change statement in relation to a security interest on the PPSR;

(ii) register any other document required to be registered pursuant to the PPSA;

(iii) correct a defect in a statement or document referred to in clauses 6.5(a)(i) to 6.5(a)(ii);

(b) pay OmniTitan Productions for all expenses incurred in registering a financing statement or financing change statement on the PPSR or releasing any property charged pursuant to the PPSA;

(c) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Client’s property in favour of a third party, without prior written consent of OmniTitan Productions;

(d) give OmniTitan Productions not less than 14 days written notice of any proposed changes in the Client’s details, including but not limited to changes in name, address, facsimile number, email address, trading name or business practices; and

(e) pay OmniTitan Productions for any costs incurred by OmniTitan Productions, including legal fees and disbursements on a solicitor-client basis, in obtaining an order pursuant to section 182 of the PPSA and/or enforcing or attempting to enforce any security interest created in favour of OmniTitan Productions under this Agreement or otherwise.

6.6. The Client and the OmniTitan Productions agree that sections 96, 115 and 125 of the PPSA do not apply to the security interest created by this Agreement.

6.7. Pursuant to section 144, the Client waives its rights to receive notices under sections 95, 118, 121, 130, 132 and 135 of the PPSA.

6.8. The Client waives its rights as a grantor and/or debtor under sections 142 and 143 of the PPSA.

6.9. The Client waives its rights to receive a verification statement in accordance with section 157 of the PPSA, unless otherwise agreed to in writing by OmniTitan Productions.

6.10. Any payments by the Client under this Agreement will be applied in the order specified in section 14(6)(c) of the PPSA regardless of any direction or request by the Client, any agreement between the parties (express or implied) or the application of any such payment by OmniTitan Productions. OmniTitan Productions does not waive any rights under this clause 6.10. by applying any payment in a different order.

7. Limitation of liability

7.1. To the maximum extent permitted by law:

(a) all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), relating to these terms and conditions, that are not contained in it, are excluded;

(b) any liability arising in relation to the Services, however arising and whether for consequential loss or otherwise, including any liability arising by virtue of any representation or warranty, whether express or implied by law, is excluded;

(c) OmniTitan Productions is not liable to the Client in respect of any Loss, injury or death;

(d) the Client must take all steps to mitigate its loss and damages and to recover from other parties who may have caused the Client such loss and damage.

7.2. Nothing herein is intended to exclude, restrict or modify rights which the Client has under the Australian Consumer Laws (ACL) or any other legislation which may not be excluded, restricted or modified by agreement. 

7.3. If the ACL or any other legislation implies a condition or warranty in respect of the Services and OmniTitan Productions’ liability for breach of that condition or warranty may not be excluded but may be limited, then OmniTitan Productions’ liability for any breach of that condition or warranty is limited to OmniTitan Productions doing any one or more of the following (at its election):

(a) supplying the relevant Services again; or

(b) refunding the fees charged for the relevant part of the Services.

8. Intellectual Property

8.1. Subject to the Client complying with its obligations under the Agreement and clause 8.2, any intellectual property in the finished product created or produced by OmniTitan Productions associated with the Services (IP Rights) for the Project vests in the Client. 

8.2. The Client agrees that OmniTitan Productions has the right to:

(a) promote its involvement in the Project for marketing purposes;

(b) use any behind the scenes video or audio footage/photographs captured during the performance of the Services for the Project,

unless otherwise requested by the Client in writing.

9. Confidentiality

9.1. The parties will not disclose to third parties or use for any purpose (other than as reasonably required in the performance of this Agreement or the Services or to resolve a dispute between the parties) any confidential information unless:

(a) required by law;

(b) the information is already generally known to the public; or

(c) the other party consents to the disclosure; or

(d) in the case of OmniTitan Productions making disclosure to another party, it is reasonably determined by OmniTitan Productions that it is necessary to do so in order to deliver or perform the Services or enforce the terms of this Agreement.

9.2. All documentation and materials containing confidential information provided by one party to the other shall be returned upon request.

10. Dispute resolution

10.1. This clause shall not restrict or prejudice OmniTitan Productions’ rights to pursue a claim against the Client for a liquidated sum payable pursuant to this Agreement and OmniTitan Productions shall not be required to utilise the below procedure prior to issuing proceedings in a court of competent jurisdiction. 

10.2. If a dispute arises out of, or in any way in connection with or otherwise relates to this Agreement (Dispute) the parties must use the procedure set out herein prior to commencing any court, tribunal or arbitration proceeding.

10.3. The party asserting that a dispute exists shall serve upon the other party a written notice setting out particulars of the Dispute (Notice of Dispute).

10.4. At OmniTitan Productions’ sole discretion, the parties shall meet on a without prejudice basis, within 7 days of being served with a Notice of Dispute, in an attempt to settle the Dispute.  The parties acknowledge that the meeting may occur either in the absence, or with the attendance of, their respective legal representatives. 

10.5. In the event the meeting required to be held pursuant to clause 10.4 is unsuccessful or OmniTitan Productions elects not to meet,  then within 14 days of that notice of the dispute or 7 days of the meeting, the parties shall agree upon the appointment of a suitably qualified legal practitioner (a solicitor or barrister) to act as a mediator in respect to the Dispute.

10.6. In default of the parties’ agreement to the appointment of a mediator in accordance with clause 10.5, the party who served the Notice of Dispute shall request the president of the Queensland Law Society to appoint a mediator (who is experienced in building and construction disputes and who is also a qualified legal practitioner) to act as a mediator and such appointment shall be binding upon the parties.

10.7. A person appointed as a mediator pursuant to clauses 10.5 or 10.6 (Mediator) shall, following consultation with the parties, determine in his or her sole and absolute discretion the procedure, venue, dates and times for mediation of the Dispute, save that the mediation must take place and be concluded within 30 days of the Mediator’s written acknowledgment of his or her appointment (unless the parties agree in writing to an extended or further period for the holding and conclusion of the mediation).

10.8. Where the Dispute has been resolved by the mediation, the terms of such resolution shall be reduced to writing and executed by both parties, otherwise such resolution shall be unenforceable.

10.9. Unless otherwise agreed between the parties, the Mediator’s costs must be paid by OmniTitan Productions and the Client equally.  Either party may pay the Mediator’s costs and recover one half of the amount paid from the other party.

11. Suspension

11.1. OmniTitan Productions may, at its sole discretion and without prejudice to any other rights or remedies it may have under this Agreement, immediately suspend the performance of the Services by providing written notice to the Client that:

(a) the Services are suspended; and

(b) the Client is in breach of the Agreement with such notice specifying the breach and requiring the breach to be remedied. 

11.2. The Client agrees it has no recourse against OmniTitan Productions under this Agreement, at law or equity for suspending its Services in such circumstances and OmniTitan Productions is not responsible for, and is released from, any liquidated damages or other claims the Client may suffer as a result of suspension of the Services.

12. Termination

12.1. Termination by Client

(a) The Client may, without prejudice to any other rights or remedies it may have, by written notice served on OmniTitan Productions, terminate this Agreement if OmniTitan Productions is in breach of the terms of the Agreement and the breach has not been remedied within 21 days of a written notice served by the Client on OmniTitan Productions specifying the breach and requiring the breach to be remedied.

12.2. Termination by OmniTitan Productions

(a) OmniTitan Productions may, without prejudice to any rights or remedies it may have, terminate this Agreement:

(i) if the Client fails to pay any amount due to OmniTitan Productions under this Agreement or otherwise and such failure has not been remedied within 5 days of a written notice served by OmniTitan Productions on the Client specifying the amount due and requiring the amount to be paid; or

(ii) if the Client is in breach of any of the other terms of this Agreement and the breach has not been remedied within 14 days of a written notice served by OmniTitan Productions on the Client specifying the breach and requiring the breach to be remedied; or

(iii) without cause or reason upon OmniTitan Productions giving the Client 30 days' written notice of its intention to do so; or

(iv) immediately if an Insolvency Event occurs in relation to the Client.

13. Consequence of default

Where the Client is in breach of this Agreement, OmniTitan Productions may in addition to any other rights it may have under this Agreement refuse to provide the product resulting from the Services or provide any of the deliverables set out in the Proposal to the Client until such time as all Fees owed to OmniTitan Productions for the performance of the Services have been paid in full and the Client has remedied all defaults under this Agreement. 

14. Engagement of consultant

If OmniTitan Productions considers it appropriate to do so, it may, with the Client's prior approval, which shall not be unreasonably withheld or delayed, engage other consultants to assist OmniTitan Productions in specialist areas. The consultant shall be engaged at the Client's risk, cost and expense, and on its behalf.

15. Enforcement costs

If OmniTitan Productions is required to enforce any of its rights under this Agreement, the Client acknowledges and agrees that any legal costs associated therewith are claimable by OmniTitan Productions and the Client will be liable to pay such costs on a full indemnity basis. 

16. Guarantee and indemnity

16.1. In consideration of OmniTitan Productions, at the request of the Guarantor, entering into this Agreement with the Client, the Guarantor covenants and agrees that:

(a) notwithstanding that to the Client the Guarantor is a surety only, between OmniTitan Productions and the Guarantor the Guarantor is a principal debtor;

(b) the Guarantor will be liable jointly and severally with the Client (and with each other Guarantor if more than one) for the due and punctual payment of the Fee and will not be reduced or affected by the death, insolvency, liquidation or dissolution of the Client or the Guarantor (or any of the Guarantors if more than one);

(c) the Guarantor indemnifies OmniTitan Productions from and against all Loss which OmniTitan Productions may suffer or incur in consequence of any breach or non-observance of the terms of this Agreement by the Client and the Guarantor agrees that the Guarantor will remain liable to OmniTitan Productions under this indemnity notwithstanding as a consequence of any breach or non-observance OmniTitan Productions has exercised any of its rights under this Agreement;

(d) on any default or failure by the Client to observe and perform any of the terms of this Agreement the Guarantor will immediately (without demand) pay all monies and make good to OmniTitan Productions all damages, costs (including all costs payable by OmniTitan Productions to a solicitor on a solicitor and own client basis) and expenses sustained or incurred by OmniTitan Productions by reason or in consequence of any breach or non-observance of the terms of this Agreement by the Client and the Guarantor will also pay to OmniTitan Productions interest at the rate of 10% per annum and calculated in accordance with clause 3.3 of this Agreement (except on interest under clause 3.3 of this Agreement);

(e) the liability of the Guarantor under this guarantee and indemnity will not be affected by the granting of time or any other indulgence to OmniTitan Productions or by any compromise, abandonment, waiver, variation or by any other things which under the law relating to sureties would or might but for this clause release the Guarantor in whole or in part from its obligations under this guarantee and indemnity;

(f) to the fullest extent permitted by law the Guarantor hereby waives such of its rights as surety or indemnifier (legal, equitable or otherwise) as may at any time be inconsistent with any of the provisions of this guarantee and indemnity;

(g) the Guarantor hereby: 

(i) charges all of its legal and beneficial interest in all of its property, including but not limited to its real property and personal property including property acquired after the date of this Agreement, in favour of OmniTitan Productions whether or not demand has been made on the Client by OmniTitan Productions;

(ii) agrees to execute all documents and do all things necessary upon request by OmniTitan Productions to register OmniTitan Productions’ interest in the Guarantor's property as granted by clauses 5 and 6, whether by a mortgage or caveat over the Guarantor's real property or registration of a security interest under the PPSA or otherwise;

(iii) irrevocably appoints OmniTitan Productions and/or its officers and/or its nominees severally to be the true and lawful attorneys of the Guarantor on behalf of and in the name of the Guarantor to do all things necessary to register OmniTitan Productions’ security over the Guarantor's property granted by clauses 5 and 6;

(h) if the charges created by clause 16.1(g)(i) are or become unenforceable, clause 16.1(g)(i) may be severed from this Agreement and the agreement shall continue in full force and effect and the severance shall not release the Guarantor in whole or in part and OmniTitan Productions’ rights and remedies against the Guarantor will not be affected by the severance;

(i) the enforceability of this guarantee and indemnity against the Guarantor is not conditional, contingent or dependent in any way upon the validity or enforceability of this guarantee and indemnity against any other person or execution of this Agreement or this guarantee and indemnity by any other person;

(j) the Guarantor does not execute this guarantee and indemnity as a result of or by reason of any promise, representation, statement, information or inducement of any nature or kind given or offered to the Guarantor by OmniTitan Productions or on OmniTitan Productions’ behalf whether in answer to any enquiry by or on behalf of the Guarantor or not and OmniTitan Productions was not prior to the execution of this guarantee and indemnity by the Guarantor, and is not subsequently, under any duty to disclose to the Guarantor or to do or execute any act, matter or thing relating to the affairs of the Client or its transactions with OmniTitan Productions;

(k) in the event of the invalidity of any part of provision of this guarantee and indemnity will not affect the validity or the enforceability of any other part or provision of this guarantee and indemnity. If a provision of this guarantee and indemnity is void or unenforceable it must be severed from the guarantee and indemnity and the provisions that are not void or unenforceable are unaffected by the severance;

(l) all notices or demand to be given to, made or served upon the Guarantor will be deemed to be duly given to, made or served on the Guarantor if:

(i) it is signed by any office, authorised employee, agent or solicitor of OmniTitan Productions; and

(ii) it is delivered in accordance with clause 17.6;

(m) if there is more than one Guarantor, any notice or demand given to, made or served upon a Guarantor is deemed to be served on each of them.

17. General

17.1. Variation

This Agreement may not be varied except in writing signed by or on behalf of all the parties.

17.2. Governing law

This Agreement is governed by, and is to be construed and take effect in accordance with, the laws of Queensland and the Commonwealth of Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Queensland.

17.3. Severability

OmniTitan Productions and the Client consider the covenants, obligations and restrictions contained within this Agreement to be reasonable in all the circumstances of the Agreement. Unenforceability of a provision of this Agreement does not affect the enforceability of any other provision. If any provision is void, voidable or unenforceable, it shall be taken to be severed from the Agreement.

17.4. Assignment

The Client may not assign or transfer or sublet any obligations under this Agreement without the written consent of OmniTitan Productions. OmniTitan Productions may assign any of its obligations under this Agreement. Unless stated in writing to the contrary, no assignment shall release the assignor from any obligation under this Agreement.

17.5. Entire agreement

This Agreement constitutes the entire agreement of the parties in respect of the matters dealt with in this Agreement and supersedes all prior agreements, understandings, undertakings, and negotiations in respect of the matters dealt with in this Agreement.

17.6. Notice

(a) Any Notice must be: 

(i) in writing, in English and signed by a person duly authorised by the sender; and 

(ii) delivered by hand, registered mail, fax, or email to the recipient's address for Notice specified in the Client Authorisation, as varied by any Notice given by the recipient to the sender.

17.7. Waiver

(a) The failure, delay, or omission by a party to exercise any power or right conferred upon it by this Agreement will not operate as a waiver of such power or right, nor will any single exercise of any such power or right preclude any other future exercise of the power, or the exercise of any other power or right under this Agreement. 

(b) A waiver of any provision of this Agreement, or consent to any departure by a party from any provision of this Agreement, must be in writing and signed by all parties and is effective only to the extent for which it is given.

17.8. Electronic execution

The parties consent to the sending and receiving of documents and the signatures thereto of any proposed or existing contract and any documents attached thereto by electronic means in accordance with sections 11, 12 and 14 of the Electronic Transactions (Queensland) Act 2001 (Qld).