1.1   The Customer engages TA STAGING to provide the Staging Services, and agrees to pay the Fees, as set out in the pricing plan.

1.2   The terms of this Agreement become effective upon acceptance of the Service selected and paid by the Customer and form a contract between TA STAGING and the Customer.

 1.3  The Customer acknowledges and agrees that the Staging Services are provided on a consultative basis with the Customer, however TA STAGING retains creative discretion in respect of the final selection, styling and arrangement of all Staging Items.

1.4  Once the Staging Items have been delivered, styled and arranged to the professional satisfaction of TA STAGING, additional Fees may apply (and may be payable in advance) if the Customer requests TA STAGING to change and/or re-style any Staging Items during the Staging Term.

1.5  The Customer must only use the Staging Items for the purpose for which they are intended (for example, indoor furniture must not be used outdoors) and in accordance with the reasonable directions of TA STAGING.

1.6  The Customer agrees not to remove or allow any other person to remove the Staging Items from the Premises without the written consent of TA STAGING.

1.7  For any Staging Items provided to the Customer that are soiled, damaged, destroyed or lost during the Staging Term (by no fault of TA STAGING), the Customer agrees that to pay to TA STAGING the full cost to clean, repair and/or replace such Staging Items, including reasonable transportation and handling costs.

1.8 Customer will ensure that utilities such as electricity are kept on while Schedule Property remains staged.

1.9 Customer will not conduct painting or other house repairs inside the Schedule Property while inventory is installed that could damage or soil installed items while property is staged.

1.9.1 Customer agrees inventory installed in the Schedule Property by TA STAGING representatives will not be moved or removed by any third parties.

2.1  TA STAGING and the Customer shall agree on the Delivery Date of the Staging Items.

2.2  The Delivery Date may only be rescheduled subject to TA STAGING approval, and dependent on TA STAGING availability to provide the Staging Services on the rescheduled Delivery Date.

2.3  The Customer acknowledges that rescheduling the Delivery Date may result in the Customer incurring additional Fees, which TA STAGING may charge at its discretion. Any additional Fees incurred must be paid prior to the new Delivery Date. In the event of non-payment in such circumstances, TA STAGING may deduct the additional Fee from the Deposit.

2.4  TA STAGING and its contractors may refuse to perform the Staging Services if they determine that the Premises is unsafe, unhygienic and/or not fit for housing the Staging Items (for example, Staging Items being exposed to the elements), and TA STAGING shall give the Customer written notice that of what is required in order to perform the Staging Services.

2.5  When presented with the written notice as per clause 2.4 above the Customer must notify TA STAGING within 5 Business Days of its election to:

(a)  Pay any additional Fees to complete the Delivery; or

(b)  Cancel this Agreement and forfeit the Deposit if any deposit paid.

2.6 Customer gives TA STAGING permission to hang artwork on the walls inside the Schedule Property.

 

3.1  The Customer must ensure that TA STAGING and its contractors have access to the Premises at all reasonable times throughout the duration of the Staging Term to allow TA STAGING to:

(a)  Perform the Staging Services;

(b)  Inspect the Staging Items; and

(c)  Remove the Staging Items.

3.2  The Customer warrants that they are the legal owners of the Premises. If this is not the case, then the Customer is responsible for obtaining the necessary consents to provide TA STAGING and its contractors access to the Premises in order to enable TA STAGING to lawfully provide the Staging Services.

 

4.1  The Customer agrees to notify TA STAGING no less than 5 Business Days prior to the end of the Staging Term of their intention to either extend the Staging Term or arrange for the removal of Staging Items from the Premises. If no notice is provided, the Customer authorises TA STAGING to attend the Premises and remove the Staging Items after the end of the Staging Term.

4.2  The Customer may request early removal of the Staging Items (for example, if the Premises is sold) by giving TA STAGING no less than 5 Business Days’ written notice. For clarity, no additional Fees apply for early Removal during the Staging Term.

4.3 TA STAGING will not be liable for removing or making good any minor damage caused by the installation of the Goods
that is reasonable in the circumstances. Minor damage includes, but is not limited to, holes left from nails, screws
or picture hooks left from the removal of pictures, art or mirrors, any marks caused to floors created by the
movement of furniture after placement by TA STAGING, or its Agents or its sub-contractors, and removing indentations from carpets where
the Goods have been on display.

 

5.1  Where the Customer requires an extension of the Staging Term, they must provide an Extension Request to TA STAGING no less than 5 Business Days prior to the cessation of the Staging Term. In such circumstances TA STAGING may, at its absolute discretion, choose to accept or reject an Extension Request.

5.2  If TA STAGING accepts an Extension Request, TA STAGING will render an invoice to the Customer and such invoice is due and payable within 3 Business Days of the commencement of the subsequent extension period falling upon which TA STAGING may attend the Premises and recover the Staging Items. 

 

6.1  The Customer is responsible in notifying TA STAGING immediately of any accident or damage to the Staging Items following the Delivery.

6.2  If the Staging Items is found to be damaged, defective or otherwise not fit for purpose upon Delivery, then the Customer shall notify TA STAGING of the issue in writing within 3 Business Days from the Delivery Date.

6.3  When presented with the information in clause 6.2 above, the Customer shall grant TA STAGING access to the Premises to determine the nature and extent of the alleged issue TA STAGING a reasonable amount of time to rectify the alleged issue (which in default shall not be less than 5 Business Days).

6.4 Customer is liable to take care of the Schedule property and maintain the furnishings in good condition and to return all items to TA STAGING in the condition received, excluding normal wear and tear. Customer acknowledges that the Schedule property, furnishings and accessories are owned and/or leased by TA STAGING for display purposes only. The Schedule property should not be used in any other manner or for any other purpose. Client further acknowledges and agrees that the furnishings shall remain at the Schedule Property during the entire term of this Agreement and shall not be removed from the Schedule Property, except by TA STAGING. 

6.5 Customer acknowledges and agrees that installation of mirrors, artwork, wall hangings and other furnishings during the Staging process may require hooks, Hanging Strips, and/or nails to be placed in the walls of property. Upon removal, small holes and/or small paint peels will be left. Touch up work on these is the responsibility of Customer.

 

7.1  Fees

(a)  Unless agreed otherwise in the Proposal or in writing between the parties, all Fees for the Staging Services are due in full prior to Delivery.

(b)  TA STAGING will charge the Customer such Fees as specified in the Proposal and/or as accepted by the Customer.

(c)  In the event of any non-payment of Fees, TA STAGING reserves the right to deduct any Fees incurred by the Customer from the Deposit.

(d)  All payments shall be made by deposit into TA STAGING’s nominated bank account or in such other manner as TA STAGING may direct from time-to-time.

(e)  TA STAGING may cancel this Agreement, cancel the Delivery and/or refuse to perform the Staging Services in the event the Customer fails to make a payment when due.

7.2  GST. GST is applicable to any Fees charged by TA STAGING to the Customer. Unless expressed otherwise, all Fees shall be deemed exclusive of GST. TA STAGING will provide the Customer with a Tax Invoice for any payments.

7.3  Refunds.

(a)  In the event that the Customer cancels the Staging Services in whole or part to TA STAGING, then no refunds of Fees paid shall apply, except in the discretion of TA STAGING.

(b)  In the event of TA STAGING cancels the Staging Services in whole or part due to no fault of the Customer, TA STAGING shall refund the appropriate proportion of the Fees for the Staging Services to the Customer within 10 Business Days from cancellation or removal of the Staging Items, whichever is the sooner.

 

8.1  The Customer acknowledges and agrees that TA STAGING may take photographs of the Premises with and without the Staged Items for its promotional purposes.

8.2  The Customer grants TA STAGING authority to use the Premises address for the purposes of promoting TA STAGING’s works.

8.3  TA STAGING grants the Customer authority to take photos of and use the Staged Items in all promotions of the Premises.

 

9.1  This Agreement shall end when the Staging Services have been completed by TA STAGING (generally at the cessation of the Staging Term) or as agreed by the parties in writing.

9.2  Without affecting any other rights or obligations of the parties, either party may terminate this Agreement by giving the other party no less than 5 Business Days’ written notice.

9.3  TA STAGING may terminate this Agreement at any time prior to the Delivery of Staging Items without penalty or liability to the Customer.

9.4  Either party may terminate this Agreement on immediate written notice if:

(a)  The other party is in breach of this Agreement, and does not remedy the breach within a reasonable time (which shall not be less than 5 Business Days) of receiving written notice of the breach;

(b)  The other party commits a breach of the Agreement that is incapable of remedy; and/or

(c)  The other party repetitiously or wilfully breaches this Agreement.

9.5  Should the Customer terminate this Agreement without cause, it shall remain liable to pay any Fees that it had agreed to pay TA STAGING for all active and/or delivered Staging Services.

9.6  Where the Customer is in breach of this Agreement as set out in clause 9.3 above, TA STAGING may take all steps necessary to recover and repossess the Staging Items, including entering the Premises in order to do so. In such circumstances, TA STAGING shall provide written notice to the Customer of its intention to enter the Premises to recover the Staging Items no less than 5 Business Days, and the Customer indemnifies TA STAGING against any liability, damage, loss, cost, charge or expense arising directly or indirectly out of TA STAGING exercising its right of entry.

 

10.1  The Customer agrees that all use of the Staging Items is at the Customer’s own risk.

10.2  The Customer acknowledges that TA STAGING is not responsible for of any person that uses the Staging Items during the Staging Term at the Premises, and that TA STAGING is not liable for such under any circumstances.

10.3  The Customer agrees to indemnify TA STAGING for any loss, damage, cost or expense that STAYG may suffer or incur as a result of or in connection with the Customer’s use of or conduct in connection with the Staging Items, including any loss or damage to Staging Items and/or breach by the Customer of this Agreement.

10.4  In no circumstances will TA STAGING be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the Customer’s access to, or use of, or inability to use the Staging Services or Staging Items, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not TA STAGING knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise.

10.5  Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified.  Apart from those that cannot be excluded, STAY and TA STAGING’s related entities exclude all conditions and warranties that may be implied by law.  To the extent permitted by law, TA STAGING’S liability for breach of any implied warranty or condition that cannot be excluded is restricted, at TA STAGING’s option to:

(a)  The re-supply of services or payment of the cost of re-supply of services; or

(b)  The replacement or repair of goods or payment of the cost of replacement or repair.

10.6 Customer agrees that TA STAGING’s total liability is limited to a refund of the fee actually paid for the home staging services. the liability of TA STAGING’s principals, employees, agents, contractors and suppliers is also limited to the fee paid by the customer.

10.7 Customer further agrees to release, indemnify and hold harmless TA STAGING, its officers, employees, agents, sub-contractors, contractors and suppliers against any and all losses, liabilities, damages, injuries, expenses and claims (including reasonable attorney’s fees) of Customer or any third party arising from entry onto the Schedule Property and/or activities as authorized by this agreement, whether caused by negligence or otherwise, including without limitation property damage and personal injury claims.

 

11.1  The Customer can direct notices under this Agreement to TA STAGING at its email address or other contact details as published on the TA STAGING website, or as communicated to the Customer in writing.  TA STAGING will notify the Customer of a change of details from time-to-time.

11.2  TA STAGING will send the Customer notices and other correspondence to the details that the Customer submits to TA STAGING, or that the Customer notifies TA STAGING of from time-to-time. It is the Customer’s responsibility to update its contact details as they change.

11.3  Notices must be sent to the parties’ most recently known working contact details.

 

12.1  Retention of Title. TA STAGING remains the owner of all Staging Items and nothing in this Agreement grants any rights, title or interest in respect of the Staging Items to the Customer.

12.2  Prevalence. To the extent that the Proposal is inconsistent with the terms of this Agreement, the terms of the Proposal shall prevail.

12.3  Amendments and Variations. This Agreement can only be amended, supplemented, replaced or novated by written agreement between the parties, which includes any change to the Staging Term and/or the Staging Services.

12.4  Assignment. TA STAGING may assign its rights and interests in this Agreement by giving the Customer written notice. The Customer may only assign its rights and interests in this Agreement with the written consent of TA STAGING.

12.5  Disclaimer.  Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement and the Proposal.

12.6  Relationship.  TA STAGING is an independent contractor to the Customer and nothing in this Agreement forms a relationship of employment, partnership or joint venture.

12.7  Subcontracting. TA STAGING may subcontract any of the Staging Services (in particular delivery and removal of Staging Items) in its discretion.

12.8  Waiver.  No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

12.9  Further Assurances.  Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

12.10  Governing Law. This Agreement is governed by the laws of the state of Queensland, Australia.  Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

12.11  Time.  Time is of the essence in this Agreement.

12.12  Electronic Communication.

(a)  The parties acknowledge and agree that this Agreement is binding upon each party if accepted or executed digitally, and/or conveyed by electronic communication.

(b)  A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

12.13  Counterparts.  This Agreement may be executed in any number of counterparts.  All counterparts together will be taken to constitute one instrument.

12.14  Severability.  Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.