BRAND PARTNER COLLABORATION TERMS & CONDITIONS

  1. BRAND AND CAMPAIGN

    1. Huni Huni Pty Ltd ACN 641 597 542 t/a Good Answer Agency (us, we, our, Good Answer Agency) is the duly authorised agent of the Talent.

    2. The Brand wishes to engage the Talent to provide the Services and Deliverables in connection with the Campaign.

  2. ENGAGEMENT

    1. Once you sign the Schedule, this terms and conditions and the Schedule become a binding contract (Agreement) between the Brand and the Talent.

    2. You acknowledge and agree that if we sign this Agreement, we sign as the duly authorised agent of the Talent and not as a party to this Agreement.

    3. To the extent we are not a party to this Agreement, the Agreement operates as a deed poll for our benefit and we may enforce this Agreement despite not being named as a party to it.

    4. The individual signing this Agreement on the Brand’s behalf warrants to us that it has express authority to bind the Brand to this Agreement.

    5. The Agreement starts on the date you sign the Schedule and ends once the parties have completed their obligations under the Agreement unless the Agreement ends earlier under clause 13 below (Term).

    6. The Agreement can only be changed with the written consent of both parties.

  3. SERVICES AND DELIVERABLES

    1. The Talent will provide the Services and Deliverables listed in the Schedule to the Brand for the Campaign Period.

    2. The Talent provides services under this Agreement as the Brand’s non-exclusive independent contractor.  The Talent is not an employee of the Brand or us.

    3. The Talent will follow any Exclusivity Requirements in the Schedule relating to the provision of Services for the Campaign.

  4. APPROVALS

The parties agree to obtain the Approvals listed in the Schedule in relation to the Talent Services and Deliverables.

  1. TALENT AND BRAND OBLIGATIONS

    1. The Talent agrees to:

      1. provide the Services to the best of their ability, with due care and skill and in a professional, respectful and co-operative manner; and

      2. supply the Deliverables in accordance with any applicable timelines and deadlines.

    2. The Brand may request up to one round of revisions and amendments (which extend to minor revisions and amendments only) to draft Deliverables, after which additional Fees are payable.

    3. The Talent may (but is not required to) provide biographical material to be used in relation to the Campaign (Talent Bio Materials) on request.

    4. When included in the Schedule, the Talent will provide insights in relation to all social media activity conducted by the Talent in relation to this Agreement.

    5. The Talent may subcontract part of its obligations in this Agreement without the Brand’s written consent.

    6. The Talent agrees to provide the Services and Deliverables in a manner that complies with ‘best practice’ industry standards.

    7. The Brand must not use any part of the Talent Services and Deliverables in a way that damages the reputation, name and goodwill of the Talent.

  2. DEVELOPED CONTENT AND USAGE RIGHTS

    1. The Talent grants the Brand a non-exclusive, irrevocable, sub-licensable, transferable, worldwide licence to use the Intellectual Property Rights contained in video, audio and static content described in the Talent Services and Deliverables (Developed Content) strictly in accordance with the Usage Rights in the Schedule.

    2. At the termination or expiration of the Campaign Period of this Agreement, the Talent may request that the Brand removes, deletes or withdraws any Developed Content from any online location which was published as part of social media activity under this Agreement during the Term.

    3. If the Brand wishes to use the Developed Content outside the Usage Rights (for example, any use after the End Date of the Campaign Period), the Brand acknowledges and agrees that it will be required to seek the further approval of the Talent, and additional fees will apply.

    4. The Brand releases the Talent from any Loss or Claim associated with non-compliance of the Developed Content with the TGA Code, AIMCO and AANA.

  3. INTELLECTUAL PROPERTY OWNERSHIP AND RIGHTS

    1. The Talent retains ownership of the Talent IP and the Developed Content.

    2. The Brand acknowledges that the Talent may incorporate third party Intellectual Property Rights (Third Party IP) into the Deliverables. If Third Party IP is incorporated into the Deliverables at the Brand’s request, the Talent will use all reasonable endeavours to ensure that the Third Party IP can be used as part of the Developed Content in the same manner as it can use the Developed Content under clause 6(a), but the Brand will be responsible for maintaining and paying for all third party licences.

  4. FEES AND EXPENSES

    1. In consideration for providing the Services, the Brand must pay the Talent the Fee listed in the Schedule. Good Answer Agency will charge the Brand an agency service fee, which may be stated in the Schedule (Agency Service Fee).

    2. In addition to the Fee, the Brand must pay Expenses in the Schedule.

  5. PAYMENT TERMS AND GST

    1. The Brand agrees to pay the Fee and Expenses in accordance with the Payment Terms listed in the Schedule.

    2. The Fee is listed exclusive of GST. The Brand (or its nominee) will pay GST in accordance with A New Tax System (Goods and Services Tax) Act 1999 (Cth), if required.

  6. SUPERANNUATION

    1. The Brand:

      1. Acknowledges that it is the Talent’s ‘employer’ for the purposes of the Superannuation Guarantee (Administration) Act 1992 (Cth); and

      2. must pay all Superannuation payable to the Talent in relation to the Services and Deliverables.

  7. CONFIDENTIALITY

The parties agree not to directly or indirectly use or disclose any Confidential Information received under this Agreement for any unauthorised purpose and will only use Confidential Information to fulfil their obligations to each other under this Agreement, unless expressly permitted by this Agreement or as required by law or any regulatory authority. A party may disclose the Confidential Information to its Representatives to the extent necessary for them to know the information for purposes related to this Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is retained. We are entitled to use your Confidential Information to perform our role as the Talent’s duly authorised agent under this Agreement.

  1. WARRANTIES & INDEMNITIES

    1. Each party is liable for and indemnifies the other party (Indemnified Party) against any Loss or Claim suffered by the Indemnified Party in respect of any breach of its material obligations in this Agreement by the other party.

    2. To the maximum extent permitted by law, The Brand releases the Talent and its Representatives from all liability for any Loss or Claim arising out of provision of the Talent Services and Deliverables or the Brand’s use of the Developed Content. If this is not enforceable for any reason, the Brand agrees that the total joint liability of the Talent (and its Representatives) in respect of any Loss or Claim arising out of the provision of the Talent Services and Deliverables will not exceed the Fee.

  2. CANCELLATION

    1. The Services may be cancelled as follows (subject to clause 12(b) below):

      1. by mutual written agreement of the parties;

      2. by the Brand with written notice if the Campaign is impacted by a Force Majeure Event;

      3. by either party (Cancelling Party):

        1. if the other party commits a breach of any of its material obligations under this Agreement; and

        2. the breach is not capable of remedy or if the breach is capable of remedy, the other party does not remedy that breach within 14 days after receipt of notice of the breach or any further time allowed by the Cancelling Party.

    2. The parties agree that if the Services are cancelled under clause 12(a):

      1. this Agreement will terminate; and

      2. the Brand will pay the net outstanding amount owing to the Talent for Talent Services and Delivered rendered up to and including the date of cancellation.

  3. GENERAL

    1. This Agreement constitutes the entire agreement between the parties and cannot be altered except in writing signed by both parties.

    2. This Agreement will be governed by and construed in accordance with the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria, Australia.

    3. The Brand must not assign or novate any right, obligation or liability under this Agreement without the Talent’s prior written consent.

    4. A notice or other communication provided by a party in connection with this Agreement must be in writing using the contact details in the Schedule (email to suffice).

    5. The rights and obligations under this Agreement, which by their nature would reasonably continue beyond the Term, will survive. Without limiting the foregoing, clauses 6, 7, 10 and 11 survive termination.

  4. DEFINITIONS AND INTERPRETATION

    1. Definitions

AANA means the Australian Association of National Advertisers Code of Ethics.

AIMCO means the Australian Influencer Marketing Council Code of Practice.

Approvals means the Talent Approvals and the Brand Approvals.

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature, whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise.

Confidential Information means any information belonging to or relating to a party to this Agreement (or a Key Person or us) howsoever acquired that is marked confidential or is by its nature confidential, including, without limitation, trade secrets, Intellectual Property, know-how, business and financial data, plans, databases, Brand lists and reports but does not include information which is or becomes generally available in the public domain (other than through breach of this Agreement or an obligation of confidence).

Consequential Loss means special, incidental, indirect or consequential damages, loss of revenue, anticipated savings, profits, goodwill, reputation, interest or business.

Force Majeure Event means an act of god, war, natural disaster, pandemic, global financial crisis, financial crisis, injury or illness, death in the family, government shutdown or similar restrictions, hacking, viruses, internet connectivity issues, power outages and any other cause not reasonably within the control of the party affected.

Intellectual Property Rights or IP means all items of intellectual property including, but not limited to, trade marks (registered or unregistered), copyright, patents and designs and any right to apply for registration of any of the former (and also includes any future rights)

Moral Rights means rights of integrity, rights of attribution, rights not to have copyright works subject to derogatory treatment, rights not to have copyright works falsely attributed, and other rights of an analogous nature which may now exist or which may exist in the future under the Copyright Act 1968 (Cth) or under the law of a country other than Australia.

Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs and includes Consequential Loss.

Representatives means, in respect to a party, their officers, sub-contractors, employees and duly authorised agents.

Superannuation means the superannuation contribution amount payable in accordance with the Superannuation Guarantee (Administration) Act 1992 (Cth).

Talent IP means Talent Bio Materials and the Talent’s (and Key Person’s, if applicable) name, image, likeness, voice, performance or any materials based on or derived from these items.

TGA Code means Schedule 1 of the Therapeutic Goods (Advertising Code) Instrument 2021, which contains the Therapeutic Goods Advertising Code.

You or Your means the Brand listed in the Schedule.

  1. Interpretation

    1. Capitalised words are defined in clause 15.1, in bold in the body of this Agreement or in capitalised terms in the Schedule.

    2. In the construction of this Agreement, unless the contrary intention appears a reference to:

      1. a word importing the singular includes the plural and vice versa;

      2. a party to this Agreement includes its agents, personal representatives, successors and permitted assigns;

      3. $, is a reference to Australian dollars unless otherwise expressly stated;

      4. the words ‘such as’, ‘including’, ‘particularly’ and similar expressions are not used as, nor are they intended to be interpreted as, words of limitation