1.1 ‘Agreement’ means these Terms & Conditions together with the quotation and Appendix B & C and related invoices between Resonant Music and the Client named in the attached quotation.
1.2 ‘Bond’ means an amount equal to 50% of the full Cost (or such other amount as determined by Resonant Music on a case by case basis) to be held as security by Resonant Music until the Finish Date, or otherwise retained by Resonant Music in accordance with clauses 5.4 and 21.1.
1.3 ‘Client’ means the person(s) or entity named on the quotation, hire agreement, invoice, purchase order, email, or any other documentation produced in relation to an agreement for the supply of Equipment and/or Services, or any person acting on behalf of that person or entity.
1.4 ‘Client Account’ means the Client’s bank account details listed in Item 3 of Appendix B for refund of the Bond at the Finish Date. To be clear, the Client Account details will only be used by Resonant Music in accordance with the terms of this Agreement.
1.5 ‘Cost’ means the amount set out in the quotation and any further sums payable pursuant to this Agreement to be paid in full (together with the Bond) on signing of this Agreement.
1.6 ‘Equipment’ means all equipment supplied by Resonant Music to the Client pursuant to this Agreement and includes the Equipment listed in Item 2 of Appendix B, and on any quotation, invoice, or purchase order.
1.7 ‘Finish Date means the date and time upon which the hire of the Equipment or the provision of the Services finishes (as set out in the quotation).
1.8 ‘Hire Period’ means the period commencing on the Start Date and finishing on the Finish Date.
1.9 ‘Resonant Music’ means J.O HOLLAND & J.M MONK & K STRAIN T/A Resonant Music (ABN 98 656 451 659).
1.10 ‘Resonant IP’ means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, trade secret, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, or other proprietary right or right of registration of such rights owned or controlled by Resonant Music.
1.11 ‘Services’ means all Services supplied by Resonant Music to the Client pursuant to this Agreement and includes delivery time, tutorial time, technician time and any service described in Item 1 of Appendix B, and on any quotation, invoice, purchase order, or any other document including any recommendations and advice.
1.12 ‘Start Date’ means the date and time upon which the hire of the Equipment or the provision of the Services starts (as set out in the quotation).
2. OFFER AND ACCEPTANCE
2.1 Any request made in any form by the Client to Resonant Music for the supply of Equipment and/or Services shall constitute acceptance of these terms and conditions.
3. HIRE OF EQUIPMENT AND PROVISION OF SERVICES
3.1 The Equipment and/or Services will be described on any quotation, invoice, purchase order, or any other document provided to the Client by Resonant Music.
3.2 The hiring of the Equipment and/or the provision of the Services will commence from the Start Date and continue for the Hire Period. Any extension of the Hire Period must be agreed to in writing by Resonant Music.
3.3 The Client acknowledges that collection of the Equipment is done by way of prior appointment with Resonant Music at a place to be mutually agreed. Notwithstanding the foregoing, Resonant Music reserves the right to impose conditions as to when and how the Client can collect the Equipment.
3.4 In the event the Client is more than 30 minutes late to the agreed collection place, Resonant Music reserves the right to charge the Client a nominal fee above the quoted Cost at its sole discretion. Thereafter, Resonant Music may also elect to reschedule the appointment to such other time and place as convenient for Resonant Music.
4.1 Resonant Music reserves the right to refuse the connection of any Equipment if they consider that it is unsuitable or unsafe to do so.
4.2 Resonant Music reserves the right to alter, modify, add to or change in any way any provision of these Terms & Conditions.
5. EQUIPMENT HIRE
5.1 All Equipment hired by the Client will be charged at the rate set out in the quotation.
5.2 All Equipment hired by the Client remains the property of Resonant Music at all times and must be returned to Resonant Music in good working order (subject only to fair wear and tear).
5.3 The Equipment will be delivered to the Client or collected from Resonant Music by the Client (as the case may be) on the Start Date or as otherwise agreed.
5.4 The Equipment must be returned by the Client or collected by Resonant Music (as the case may be) on or before the Finish Date. Any return of the Equipment after the Finish Date will result in additional charges being incurred by the Client, calculated at the daily hire rate plus a $50 per day surcharge per piece of Equipment. Any such amount payable to Resonant Music pursuant to this clause will firstly be paid from the Bond.
5.5 The Client is allowed to use the Equipment for its intended and proper use during the Hire Period.
5.6 Resonant Music reserves the right at any time prior to the Start Date to substitute or change the Equipment for equipment of an equivalent or superior standard.
5.7 In the event where Resonant Music fails to deliver all or part of the Equipment, Resonant Music is not liable for any loss or damage incurred by the Client, or any of the Client’s agents, clients, related companies or contractors.
5.8 Any additional costs and insurance incurred by Resonant Music in arranging carriage for the Equipment will be added to the final cost, which will be due and payable as mutually agreed with the Client.
6. COST AND PAYMENT TERMS
6.1 The Client agrees to pay Resonant Music the cost of Equipment/Services as specified in the applicable invoice or quotation within the time specified on such invoice or quotation.
6.2 Unless otherwise specified, Resonant Music’s quotation does not include:
- Goods and Services Tax;
- Any equipment other than the Equipment listed in Appendix B;
- Any services other than Services listed in Appendix B; and
- Insurance, freight, transport and storage of equipment.
6.3 Additional equipment hire or services requested by the Client shall be quoted by Resonant Music and once agreed shall fall under the terms of this Agreement.
7 NOTIFICATION OF DEFECTS
7.1 The Client will inspect the Equipment upon delivery and notify Resonant Music immediately upon becoming aware of any alleged defects.
7.2 Resonant Music has the right to inspect any alleged defects with the Equipment within a reasonable time after delivery.
7.3 If Resonant Music is not notified of the alleged defects within a reasonable time from taking delivery, the Equipment will be deemed to be free from any defects.
8.1 The Client warrants that they have full authority to execute this Agreement and perform its obligation under the Agreement.
8.2 The Client agrees that no warranties are given by Resonant Music is respect of the Equipment.
9. LIMITATION OF LIABILITY
9.1 To the fullest extent permitted by law Resonant Music’s liability with respect to any Equipment or Services supplied is limited to replacing or repairing the Equipment and/or re-supplying the Services only.
10. CLIENT'S RESPONSIBILITIES
10.1 Unless otherwise agreed, the Client is responsible for:
- Any loss, damage, or destruction of the Equipment while it is being hired to the Client or in the Client’s possession, custody or control;
- Obtaining any necessary permits, licenses, and the like which are required for use of the Equipment in any manner; and
- Ensuring that the Client and their representatives, partners, agents and any third-party contractors or suppliers comply with all applicable laws, regulations and industry standards and code of practices in relation to the performance of their obligations under this Agreement.
11.1 The Client indemnifies and agrees to keep Resonant Music (including Resonant Music’s partners, directors, officers, employees and contractors) indemnified against all claims made or brought against Resonant Music arising from any act or omission by the Client (and their partners, directors, officers, employees and contractors), including but not limited to:
- The Equipment being lost, stolen, damaged or destroyed while hired by the Client or in the Client’s possession, custody or control;
- Any injury or death of any person arising from the use of the Equipment while hired by the Client or in the Client’s possession, custody or control;
- Any physical loss or damage to any property arising from the use of the Equipment while hired by the Client or in the Client’s possession, custody or control;
- The Equipment being loaded, unloaded, transported, operated or handled by any persons who are not Resonant Music’s staff or any other person who is not under the direct personal supervision of Resonant Music’s staff.
12. REGISTERED SECURITY
12.1 The Client acknowledges that this Agreement constitutes a security agreement (as defined in section 10 of the PPS Act and gives rise to a purchase money security interest (defined in section 14 of the PPS Act) in favour of Resonant Music over the Equipment supplied, or to be supplied to the Client as grantor (defined in section 14 of the PPS Act) pursuant to this Agreement.
12.2 Resonant Music may register its security interest in the Equipment supplied or to be supplied to the Client as grantor pursuant to this Agreement on the Personal Property Securities Register as a purchase money security interest. The Client must do everything (including, without limitation, obtaining consents and signing documents) which Resonant Music requires for the purposes of: (i) ensuring that Resonant Music’s security interest is enforceable and otherwise effective under the PPS Act for payment of all amount owing by the Client and performance of all obligations owing by the Client; (ii) enabling Resonant Music to gain first priority (or any other priority agreed to by Resonant Music in writing) for its security interest; and (iii) enabling Resonant Music to exercise rights in respect of the security interest.
12.3 Notwithstanding the above provisions, Resonant Music is entitled to maintain an action against the Client for the purchase price of any Equipment supplied to the Client under this Agreement.
12.4 The Client will not be entitled to pledge or in any way encumber for indebtedness any of the Equipment which remain the property of Resonant Music.
13. RETENTION OF TITLE AND RISK
13.1 All ownership, property and title in all Equipment remains vested in Resonant Music and the following terms of Clause 13 will apply.
13.2 Resonant Music may request in writing that the Client return the Equipment or any part of the Equipment at any time during the Hire Period in its sole discretion.
13.3 In the event the Client fails to return the Equipment to Resonant Music upon such notice, Resonant Music reserves the right to enter the Client’s premises to seize the Equipment as specified in Clause 13.2.
13.4 Notwithstanding retention of title as specified above, the Client assumes all risk of the Equipment upon delivery.
13.5 If any Equipment is damaged or destroyed while in the possession of the Client, the Client shall immediately pay Resonant Music the cost to replace or repair such Equipment.
14. INTELLECTUAL PROPERTY
14.1 Resonant Music retains all copyright and other associated intellectual property rights over the Resonant IP.
14.2 The Client must not replicate or use in any format any of the Resonant IP without the express consent of Resonant Music and Resonant Music reserves all its legal rights in this regard.
15.1 The Client must notify Resonant Music in writing within 7 days of the Start Date if the Client cancels the provision of any Equipment or Services outlined in the quotation after booking has been confirmed.
15.2 Resonant Music reserves the right to charge a cancellation fee as follows:
- Where 2-7 days’ notice of cancellation is provided to Resonant Music, 50% balance of the quoted fee plus any charges incurred by Resonant Music in preparation for the provision of Equipment or Services; and
- Where less than 48 hours’ notice of cancellation is provided to Resonant Music, 100% balance of the quoted fee plus any charges incurred by Resonant Music in preparation for the provision of Equipment or Services.
16.1 If the Client becomes bankrupt, insolvent, goes into administration, receivership or liquidation, or allow any invoice to remain owing for a period of over 30 days, the Client will be deemed to be in default and all monies owed to Resonant Music will become due and payable immediately.
16.2 If in default, the Client is liable to pay any additional costs associated in recovering any outstanding amounts, including but not limited to the costs of a solicitor/barrister, and any costs incurred by Resonant Music to its nominated collection agency.
16.3 Resonant Music may charge the Client interest on overdue accounts at a rate not exceeding the prevailing bank overdraft rate.
16.4 Resonant Music is not liable to the Client for any loss or damage suffered by the Client as a result of Resonant Music exercising its rights under this clause.
17.1 Resonant Music shall have the right to terminate this Agreement by giving written notice in the event:
- that Resonant Music is of the opinion that the supply of the Equipment and/or the Services may create an unsafe environment or may damage the Equipment;
- the Client becomes bankrupt, insolvent, goes into administration, receivership or liquidation;
- the Client does not make payment or is unable to make payment of any invoices when due; or
- if the Client commits a material breach and does not remedy the breach within 7 days; or
- in the event of Force Majeure.
18. CREDIT REPORTING
18.1 Resonant Music has the right to make any inquiries from a credit reporting agency or business to ascertain the financial credibility of the Client.
19. DIRECTOR GUARANTEE
19.1 Where the Client is a company, the Client agrees to ensure that at least one (1) company director enters into a personal guarantee with Resonant Music to guarantee the fulfillment of the Client’s obligations under this Agreement.
20.1 Resonant Music shall maintain a policy of insurance over the Equipment which shall cover the Equipment whilst in the possession of the Client or whilst such Equipment is being operated by any employee or agent of Resonant Music as a part of the Services hereunder.
20.2 At all times during the Hire Period, the Client must effect and maintain an adequate amount of insurance (including without limitation an insurance policy in respect of public liability) in connection with the provision of Services and the supply, hire, use and possession of the Equipment, with a responsible, respectable and solvent insurance company covering any loss, or destruction of, or damage to, the Equipment provided by Resonant Music.
20.3 The Client must, upon request by Resonant Music, provide Resonant Music a copy of the insurance policy within 24 hours of the request being made.
20.4 The Client must compensate Resonant Music for any increases in its insurance premiums, where such premiums are increased as a result of the Client’s breach of this Agreement or by any negligent act or omission of the Client.
21. LOST OR DAMAGED EQUIPMENT
21.1 The Client is responsible for the full, new replacement cost against any Equipment that is deemed to be lost, stolen, damaged or otherwise not returned to Resonant Music within the Hire Period with any such amount to firstly be paid from the Bond.
22.1 This Agreement will be governed by the laws of Victoria and the Client submits to the jurisdiction of the Courts of the State of Victoria.
22.2 In the event where more than one Client has entered into an agreement with Resonant Music for the supply of Equipment/Services, all Clients will be jointly and severally liable for all payments of the price stated in the quotation.
22.3 If the Client makes any changes to their details including contact details and corporate structure, the Client must promptly provide Resonant Music with written notice of same.