# Terms & Conditions for Clients ## About Us Book An Artist is an online marketplace where we connect you with artists and help you bring your dreams to life. We specialise in graffiti and mural artists, but also provide access to street artists and illustrators. We believe that art can truly build better connections, energise spaces in different ways, drive business growth and encourage further public engagement. ## TERMS 01. About these Terms 1. In these Terms, “BAA”, “we”, “us” or “our” means Book An Artist Pty Ltd (ACN 630 995 167) and includes our subsidiaries, and their respective directors, employees and agents. “You” or “your” means any Client (as defined in clause 18) or user who access the Platform. 2. You should read these Terms carefully. They apply to your use of our Platform. 3. By using or accessing the Platform, you indicate your acceptance of these Terms. By accepting these Terms, you agree to the obligations imposed on you under these Terms and, in exchange, we agree to provide you with access to the Platform. If you do not agree to these Terms you should immediately cease accessing and using the Platform. 4. We reserve all rights to alter these Terms at our discretion. Each time you use the Platform, it is your responsibility to be aware of our current terms. Your continued use of the Platform following the posting of changes to these Terms will be deemed your acceptance of those changes. 5. These Terms, as amended by us from time to time, continue to apply for the duration of your use of the Platform and Services or until terminated in accordance with clause 7. 02. Overview of Services 1. The Marketplace provides an easy way for you to find and commission Artists in your area to provide you with their Artists’ Services (e.g. producing custom artworks in a space designated by you) or goods or products. Our Services to you “include providing access to the Platform, Marketplace, facilitating your enquiries and communications with Artists, and your Purchases of Artists’ Services. Clients may also use the PRO Services, where we take the hassle out of finding and engaging Artists.” 2. To access all our Services, a Client must register for an account in accordance with clause 3. An unregistered Client may still: 1. search and browse Artists’ profiles and artworks on the Platform; 2. access the Book An Artist Blog on the Platform; and 3. request an indicative and basic quote for Artists’ Services. 3. If you register for an account in accordance with clause 3 and your registration is accepted by us, you will have access to all the Services and will be able to: 1. send enquiries and quote requests to directly Artists; 2. negotiate and book Artists to provide Artists’ Services; 3. receive notifications when Artists accept or reject booking requests; 4. view a list of all enquiries you’ve sent out and all bookings (e.g. those that have been accepted, are in progress, completed, or have been cancelled); 5. pay for your accepted bookings; 6. update your profile and password; and 7. review an Artist and their service offering. 4. From time to time we might allow Artists to make uncommissioned artistic goods and products available on the Marketplace for Purchase by Clients. Throughout these Terms the phrase “Artists’ Services” also refers to any such goods and products that are listed from time to time on the Marketplace or Platform. 5. Promotional offers and discounts may be offered at our sole discretion, and on such terms and conditions as are notified at the time of the relevant promotional offer or discount. 03. Your Use of the Platform and Services - Accessing the Platform 01. You are responsible for creating and maintaining your account. 02. If you are under the age of 18 you must comply with the additional account creation requirements set out under clause 4. 03. To access certain parts of the Platform and Services, you must register with us by providing us with Registration Data as requested. You may not use one email address to register for multiple accounts. 04. You acknowledge that we may use your Registration Data and any other personal information provided to us in accordance with our Privacy Policy. 05. You agree that you have sole responsibility for any activity that occurs on your account. You must keep your account details accurate, up to date, and secure your password as you are responsible for any activity on your account (whether undertaken by you or anyone else). You agree to notify us immediately if you become aware of or suspect any security breach or unauthorised use of your password or account. 06. We reserve the right to decline your registration request if you do not pass our verification process. 07. You must ensure that your access to, and use of, the Platform or Services is not illegal or otherwise prohibited by laws that apply in your jurisdiction. Interacting with Artists on Platform 09. You acknowledge and agree that a listing on the Marketplace for the provision of Artists’ Services constitutes mere information and does not form part of any offer to sell those goods and/or services. 10. Before a Purchase has been made you may negotiate and discuss an Artist’s quote, including without limitation any Extra Costs, using the communication functions provided on the Platform. Once a Purchase has been made you can use the same features to discuss the particulars of the design and delivery of the Artists’ Services. At the moment the communication facilities provided includes, but is not limited to, email exchanges with Artists that are facilitated and monitored by Book An Artist. 11. You are responsible for checking the suitability of services and quotes offered by Artists via the Platform’s communication functions with Artists directly. 12. Once a Purchase has been made the Platform’s communication functions may only be used to discuss the delivery of the Artists’ Services. The particulars of Purchased Artists’ Services, including without limitation the price, any specifically listed Extra Costs, Due Date or delivery location, cannot be changed without the written approval of both parties, with confirmation of this sent to Book An Artist. 13. If you change the details related to Purchased Artists’ Services and the Artist does not agree to these changes, then you will be liable for any costs or damages or costs associated with the changes that are not accepted in accordance with these terms, including without limitation clauses 10 and 11. 14. You are responsible for replying to Artists in a timely and courteous manner, and for acting in good faith throughout your enquiries, negotiations, the booking process and the delivery of Artists’ Services. 15. You agree and accept that you will not contact any Artists (or individuals or entities previously listed as Artists) outside the Platform without our prior given written consent, and that you will otherwise comply with your obligations under clause 7 of these Terms. No amount will be refunded, including the amount paid for the artists’ services, less any deposit and applicable fees. 16. Any reviews, feedback or comments about Artists or Artists’ Services must be honest and non-biased and at all times comply with these Terms, including without limitation the provisions of this clause 3. Purchase of Artists’ Services 18. Once an enquiry has been made in respect of Artists’ Services the Purchase will not be complete until: 1. The Artist provides you with a quote for your enquiry; 2. You approve the quote and pay the deposit to BAA through the payment facilities provided on the Platform, and otherwise in accordance with clause 6; 3. You and the Artist undertake a design phase, which includes up to two (2) rounds of major reviews and feedback; 4. You approve the final design and specifications for the Artists’ Services; and 5. You and the Artist agree on a Due Date. 19. Clause 3.16 does not apply to in respect of any uncommissioned goods or products that are listed on the Marketplace or Platform. In these cases the Purchase of relevant goods and products will only be complete when you have paid the price in full to the relevant Artist in accordance with clauses 6.4 - 6.7. 20. You agree and accept that you will comply with the additional terms relating to the pricing and payment of Artists’ Services set out under clauses 5, and 6 of these Terms. 21. For the avoidance of doubt, all Purchases taking place over the Platform, or as a result of our Services, are made between you and the Artist, and to the exclusion of BAA. 22. If a client accepts a quote on the Book An Artist Platform, a commission contract is created between the client and the artist. 23. Upon the creation of a commission contract, the client and artist each owes Book An Artist platform the respective portion of the Fee. The Fee will automatically be deducted from the Agreed Price held in the Payment Account. Provision of Artists’ Services 25. You are responsible for verifying the identity and authenticity of an Artist and their or services when you engage them for the provision services, and during the provision of their Artists’ Services. You acknowledge that, to the extent permitted by law, we do not warrant the reliability, legitimacy, repute, or credibility of any Artist, nor the capacity, ability or willingness of the Artist to deliver or transact with you. 26. You are responsible for ensuring the location for the delivery of the Artists’ Services may be legally accessed, used and modified, and is otherwise secure, free of hazards and safe to for the delivery of the Artists’ Services. 27. The Artists’ Services will be considered delivered once the Purchased Artists’ Services are provided to the Client . PRO Services 29. You may request PRO Services, as advertised and made available over the Platform from time to time. At the moment these include all the regular functionality of the Marketplace and Platform, but with added personalised artist matching and your own dedicated Account Manager (see **[https://bookanartist.co/pro](https://bookanartist.co/pro)** for more information). 30. In order for us to provide you with the PRO Services you will send us an email and we will be in touch to start the process. Cancellations 32. After a Purchase has been made, Clients may instruct the relevant Artist to discontinue their delivery of the Artists’ Services. In this event you must notify the Artist and us in writing and will still be liable for payment of the full fee for the Artists’ Services. General Obligations 34. We have no obligation to assist or involve ourselves any dispute between Clients and Artists, though we may do so in our sole discretion. 35. The Services may contain links to other websites. Those links are provided for convenience only and may not be current. Any hyperlinks or banners advertising other websites on the Platform, or external websites that advertise the Platform, are not subject to our control or privacy standards, policies and procedures. We will not be responsible for the content or privacy practices associated with such linked websites and we recommend that you make your own enquiries as to the privacy and other policies of those third parties. 36. You must take precautions to ensure that when accessing the Services, you do not expose your telecommunications or computer systems to viruses, malware or other forms of interference that may damage your telecommunications or computer systems. We are not responsible for any such damage to your telecommunications or computer systems which may arise in connection with your access to the Platform and use of the Services. 37. Any information on the Platform or otherwise provided to Clients is supplied in good faith but we do not guarantee its accuracy or completeness. You agree that it is your responsibility to make enquiries as to the accuracy or completeness of any information. 38. While using the Platform, and any associated Services, you must not: 1. misuse any part of the Platform by introducing viruses, trojans or other material that is malicious or technologically harmful; 2. attempt to gain unauthorised access to any part of the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform; 3. engage in any activity that interferes with or disrupts the Services or the servers and networks that host the Services; 4. attempt to circumvent, disable or otherwise interfere with any security-related features of the Services or any features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services or the content of the Platform; 5. engage in any abusive, derogatory, threatening, harmful, vulgar, profane, obscene, violent or ethically objectionable behaviour; 6. advocate, support or practice discrimination based on race, religion, age, national origin, language, gender, sexual orientation or mental or physical handicap; or 7. breach any other person’s personal information, privacy or publicity rights, or breach a duty or obligation of confidence. 39. We may contact you by email or provide you with information by posting notices on the Platform. It is your responsibility to ensure that you have correct contact details registered with us, that you give us written notice of any changes to your contact details, and that you check your nominated email address regularly for any correspondence. 40. We may, at our absolute discretion, terminate, suspend or delete your account or restrict your access to the Services (or any part of the Services) for any reason without notice. This includes for security, technical, maintenance, legal or regulatory reasons or due to any breach of these Terms. If we do this, you may be prevented from accessing your account details or other content contained in your account. We will not be liable to you or any third party for doing so. 41. If you fail to comply with these Terms, we may, in our absolute discretion and without liability: 1. immediately, temporarily or permanently withdraw your right to access and use the Services and the Platform (including deletion of your account); 2. take any other legal action against you; 3. refer or report any suspected fraudulent, abusive or illegal activity to relevant law enforcement authorities; or 4. retain any Deposit you have provided in respect of the Services. 42. The Client acknowledges that commissioned artwork involves artistic interpretation and creative discretion. Variations in style, colour, or composition within the parameters of the agreed brief do not constitute grounds for refund, cancellation, or payment dispute. 04. Minors 1. If you are under the age of 18 years, we may ask you to confirm that you have your parents’ or guardians’ permission and that they have agreed to these Terms on your behalf. Even if we do this, by submitting Registration Data to us, you acknowledge that you have your parents’ or guardians’ permission and that they have agreed to these Terms on your behalf. 2. If you are a parent or guardian who has permitted a person under the age of 18 (a “Minor”) to create an account, you agree to: 1. exercise supervision over the Minor's use of the Platform and our Services; 2. assume all risks associated with the Minor's use of our Services and their account, including the transmission of content or information to and from third parties via the internet; 3. assume any and all liabilities resulting from the Minor's use of our Services and their account; 4. ensure the accuracy and truthfulness of all information submitted to us and the Platform by the Minor; and 5. provide the necessary consents contained in these Terms on behalf of the Minor. 3. We reserve the right to take legal action and seek compensation from a parent or guardian of a Minor for any loss or damage we may suffer as a result of, or in connection with, any transaction entered into on, or via, the Platform by that Minor. 4. Subject to clause 4.2, if you provide Registration Data to us, you represent and warrant to us that the Registration Data provided is true, complete, accurate and up to date, and you undertake to maintain the truthfulness, completeness and accuracy of your Registration Data as necessary and/or as required by us. 5. If you provide us with Registration Data, you consent to the following: 1. we may provide your Registration Data to Artists for the purposes of providing you with the Services; 2. you may receive emails from us regarding details of your registration, orders and/or purchases made through your account, and/or information relating to your access and use of the Services and your account; and 3. from time to time, we may email you regarding our Services or third-party products and services which we believe may be of interest to you, such as new products, features, special offers and updated information. The emails may contain code that enables our database to track your usage of the emails, including whether the email was opened and/or what links (if any) were clicked. We may combine that information with other information which we have about you and may use that information to improve your site experience and/or provide customised email communications to you. 05. Pricing 1. Until a Purchase has been confirmed, all prices for Artists’ Services listed on the Marketplace are subject to change without notice. 2. Pro Services will incur an additional fee of 10% of the total booking amount for the Artists Services. This will be payable to us through the Platform, or via other means of payment that we specify from time to time, including without limitation EFT. 3. You agree and accept that the price of a quotation given by an Artist will include any specifically mentioned Extra Costs, or any Extra Costs that are reasonably implied by the particulars of that quote. 4. Where an Artist seeks reimbursement for Extra Costs not specifically mentioned or reasonably implied in the quotation or Purchase process, it remains in your discretion whether you accept to pay for these Extra Costs. If you do not accept, or there is a dispute over the applicability of Extra Costs, you must follow the dispute resolution process set out in clause 14.1(b). 5. All amounts payable can be paid in either AUD, GBP or NZD, depending on your jurisdiction, and may include locally applicable taxes – in Australia the price of Artists’ Services & Book An Artist fees are inclusive of goods and services tax (GST) unless otherwise expressly stated. 06. Payment 1. Payments of Deposits will be due after you approve a quote for Artists’ Services. A Deposit must be paid before the Artists’ Services are delivered. 2. The outstanding amount for of Artists’ Fees will fall due and payable on: 1. the date at which we are notified in writing the Artists’ Services have been delivered; or 2. the date at which you cancel the Artists Services in accordance with clause 3.25. 3. Where applicable, the additional fee for PRO Services shall be due and payable at the same time as the relevant Deposit. 4. All payments must be made within seven (7) days of falling due, except in the case of Deposits, which are due in accordance with clause 6.1. 5. All payments must be made through the payment processing facilities provided on the Platform. 6. Payments for services listed via the Platform may be made via PayPal, credit card or other Payment Processing Services we accept from time to time, including without limitation direct debiting and EFT. 7. From time to time we use Payment Processing Services provided by third parties that are subject to the terms and conditions of the relevant third party (collectively, the **“Third Party Payment Terms”**). By placing an order for Artists’ Services using payment methods processed by third parties, you agree be bound by the relevant Third Party Payment Terms, which may be modified from time to time. As a condition of using third party Payment Processing Services, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your use of the Payment Processing Services in accordance with our Privacy Policy. 07. Book An Artist Refund Policy At Book An Artist, we endeavor to deliver an equitable and professional experience for all users. Our policies, as detailed below, aim to ensure clarity, accountability, and seamless resolution for all involved parties. All communications, approvals, and delivery of work must occur via the Platform. Communications outside the Platform (including but not limited to phone calls, SMS, WhatsApp, or direct email) will not be considered as part of any dispute resolution process. Payment disputes and chargebacks will only be assessed on the basis of records available within the Platform. 1. **Cancellation and Refunds** 1. **If Funds Are NOT in Escrow:** 1. **Artist-Initiated Cancellations:** In cases where a project is canceled due to the artist’s unavailability, non-completion, or failure to respond, Book An Artist will: - Make reasonable attempts to contact the artist within a two-week period. - Facilitate the process of a replacement artist of comparable caliber, transferring the deposit directly to the new artist if successfully recovered back from the initial artist. - Issue a refund to the client after recovering the deposit from the artist, contingent on a final review and decision by Book An Artist. - Note that if escrow funds have been prematurely released by the client, Book An Artist cannot intervene, as escrow terms explicitly mandate release only upon client satisfaction. 2. **Client-Initiated Cancellations:** If a client opts to terminate a project, Book An Artist will: - Attempt to establish communication with the client to clarify and address concerns within a one-week period. - A 20% cancellation fee will be applied in addition to the artist compensation mentioned in the above point within a two-week period and contingent on a final review and decision by Book An Artist. 2. **If Funds Are IN Escrow:** 1. **Artist-Initiated Cancellations:** - In instances where the artist initiates a cancellation, efforts will be made to clarify and address concerns with the artist within a one-week period and facilitate the process of a replacement artist of comparable caliber, transferring the deposit to the new artist if applicable. - Book An Artist will issue a refund to the client if client decides to not go ahead with the same artist or the new artists recommended within a two-week period, contingent on a final review and decision by Book An Artist. 2. **Client-Initiated Cancellations:** - When clients cancel projects with escrowed funds, the refundable portion will be assessed based on the artist's time, material costs, and contributions to the project. - A 20% cancellation fee will be applied in addition to the artist compensation mentioned in the above point within a two-week period and contingent on a final review and decision by Book An Artist. 3. **Dispute Resolution** 1. **Final Decision:** When disputes arise that cannot be amicably resolved between the client and artist, Book An Artist will serve as the final arbiter. Decisions will be rendered after a meticulous evaluation of both parties’ claims and evidence. The decision will be final and binding. 2. **On-Platform Communication:** To ensure accountability, all interactions, including communications and payments, must occur on the platform. Off-platform communications, such as emails, phone calls, or unnecessary exchanges via external channels like WhatsApp, may limit Book An Artist’s capacity to mediate disputes effectively. In such cases, Book An Artist is not obligated to consider information from external communications that we were not privy to when rendering a decision on the case, and resolution outcomes will remain at our discretion. 5. **Essential Guidelines and Information** 1. **What is the purpose of a deposit payment?** A deposit payment is essential to initiate any project. It can be securely held in an escrow system to protect both clients and artists and remains there until the client authorizes its release upon satisfactory progress or project completion. 2. **What happens to the funds deposited into escrow?** Funds deposited into escrow are treated as payments made. Artists are required to commence work promptly, and the funds provide assurance to the artist while safeguarding the client’s investment until the agreed deliverables are met. 3. **When is the deposit released to the artist?** If the artist fulfills the project requirements in alignment with the pre-established terms agreed upon with the client, the deposit will be paid to the artist without delay after the client releases it. 4. **Are there specific policies for new artists on the platform?** Yes, newly onboarded green artists will only receive payment upon the full and satisfactory completion for their initial two projects. 5. **What is required as proof for artwork completion?** Artists must submit original images or files in agreed-upon formats (e.g., .pdf) as specified in the project terms on the platform chat to the client. This ensures that deliverables are accessible to the client and documented for disputes or refunds. 6. **How many revisions are allowed?** Clients may request up to two revisions of the design before significant progress has been made on the project. Once the design has progressed beyond a point where major changes are not feasible, further revisions may not be possible. It is at the artist’s discretion to determine whether the requested changes can be accommodated at advanced stages of the artwork. Clients are encouraged to request revisions during the earlier stages of the project. Book An Artist’s decision will be final in mediating any disputes regarding revisions. 7. **What happens if work has not started on a project?** For projects where no work has commenced, refunds will be processed to the client’s Book An Artist wallet, provided the funds remain in escrow. 08. Non-compete/Non-circumvention 1. You will not directly or indirectly do (or try to do) any of the following Restricted Activities in any of the Restricted Areas, during any of the Restricted Time Periods listed below – this includes by trying to get someone else to do any of these things. The only exceptions will be if we agree in writing beforehand. You must not: 01. Contact, tempt, induce, encourage or solicit any Artists to provide any services whatsoever outside of the Platform; 02. Interfere with or disrupt our relationship with Artists or other Clients, including without limitation Artists that are listed on the Platform or those we introduce you to through the PRO Services; (“Restricted Activities”) 04. Worldwide; 05. Within the same country as the location for the provision of the Artists’ Services; 06. Within the same state as the location for the provision of the Artists’ Services; 07. Within the same country as the location for the provision of the Artists’ Services; 08. Within 100km radius of the location listed for the provision of the Artists’ Services; 09. Within 50km radius of the location listed for the provision of the Artists’ Services; 10. Within 25km radius of the location listed for the provision of the Artists’ Services; 11. Within 10km radius of the location listed for the provision of the Artists’ Services; 12. Within 5km radius of the location listed for the provision of the Artists’ Services; (“Restricted Areas”) 14. In perpetuity; 15. During the period you are a Client; 16. Three (3) years after you cease being a Client; 17. One (1) year after you cease being a Client; 18. Nine (9) months after you cease being a Client; 19. Six (6) months after you cease being a Client; 20. Three (3) months after you cease being a Client; 21. Two (2) months after you cease being a Client; 22. One (1) month after you cease being a Client. (“Restricted Time Periods”) 2. The Restricted Activities, Restricted Areas and Restricted Time Periods are considered separate, distinct and severable restrictions you agree to. If a court determines any one part of this clause is unenforceable, illegal or void, then the other parts of this clause continue to remain in effect. 3. To be clear, your obligations under this clause 7 shall continue after termination of these Terms, or after you cease being a Client of ours. 09. Termination 1. In addition to our rights under clause 3, we may, at our absolute discretion, terminate these Terms or cease to supply you with access to the Platform and/or the Services, if: 1. it transpires that you have provided false or misleading information on the Platform; 2. you are found by us to be offensive or abusive to a Artist or other Client; or 3. you fail to pay any fees or charges payable by you on time or at all. 2. If your access to the Platform and/or the Services is terminated for any reason, we will be entitled to payment for any outstanding fees or charges properly incurred by us up to the date of termination and any fees or charges incurred during any applicable notice period or otherwise specified in these Terms. 10. Warranties 1. We will, within a reasonable period of time, investigate any alleged error or issue regarding any of our Services, provided that you notify us in writing within seven (7) days of becoming aware of the error or issue with all necessary information to be able to investigate the error or issue. Notwithstanding, you agree that our liability will be limited in any event to the right to attempt redelivery of the Services to you. 2. You agree to use your reasonable endeavours to ensure that the information that you supply us or any Artist is complete and accurate and notify us (and, if relevant, the Artist(s)) in writing if there is any change to the information supplied. 3. You warrant that you will comply with your obligations set out in these Terms, including without limitation in clause 3. 4. Except as provided in these Terms, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services provided in accordance with these Terms is given by us, other than as required by law. All implied warranties are hereby excluded. 5. No warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Artists’ Services is given by us or these Terms, other than as required by law. All implied warranties are hereby excluded. 6. Nothing contained in these Terms excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful. 11. Liability 1. To the extent permitted by law, we will not be liable for any loss, expenses, liabilities, costs or damage caused by viruses, system failures or other technologically harmful material that may infect your computer equipment, programs, data or other material due to your use of any part of the Platform or downloading of any material posted on it or on any website linked to it. We recommend Clients ensure they have up-to-date virus checking software installed. 2. To the extent permitted by law, we are not responsible for dealing with, and not liable for, any disputes or complaints made by you in relation to the Artists’ Services (and any relevant goods or physical products) made available or advertised via the Platform (including any dispute or complaint regarding refunds, payment, goods or services). You should address such complaints directly with the Artist. 3. You agree that we will not be liable for any indirect, consequential, special or exemplary losses, expenses or liabilities, or loss of profits, loss of revenue, economic loss, loss of goodwill, corruption or alteration of data, failure to realise anticipated savings, loss of opportunity, expectation loss or loss of production, arising out of, or in connection with, the provision or use of the Services, the Marketplace, the Platform or these Terms. 4. You agree that we will not be liable for any indirect, consequential, special or exemplary losses, expenses or liabilities, or loss of profits, loss of revenue, economic loss, loss of goodwill, corruption or alteration of data, failure to realise anticipated savings, loss of opportunity, expectation loss or loss of production, arising out of Artists’ Services. 5. You agree that, in any event, our maximum aggregate liability to you under these Terms will be no more than AUD $100. 6. You acknowledge and agree the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties. 7. This clause 10 survives termination or expiry of these Terms. 12. Indemnity 1. To the fullest extent permitted by law, you agree that you waive, release, discharge and relinquish any and all claims that you have now or may have against us which are connected with, arise out of, relate to or are incidental to the provision of the Platform and your use of the Services. 2. You indemnify us, and hold us harmless, from and against any and all claims, loss, damage, taxes, liabilities and/or expenses that may be incurred by us arising out of, or in connection with, your use of the Platform, the Services and any breach by you of these Terms. 3. You agree and acknowledge that we will not be liable or responsible for any loss or damage suffered by any Artist due to your actions, and you indemnify us from and against any and all claims by any Artist in relation to your actions (including content created and posted by you). 4. This clause 11 survives termination or expiry of these Terms. 13. Intellectual Property 1. You agree and acknowledge that you do not own, nor shall you make any effort to ever have assigned to you, any Intellectual Property Rights in the deliverables that result from the provision of Artists’ Services. 2. You acknowledge that all Intellectual Property Rights in the Services, Marketplace and Platform are the property of us (or our licensors) and your use of, and access to, the Services, Marketplace and Platform does not give you any rights, title or interest in or to the Services, Marketplace or Platform. Unless expressly authorised either under these Terms or otherwise by the licensors, you may not reproduce, adapt, modify, display, perform or distribute the Services, Marketplace or Platform or any part of the Services, Marketplace or Platform. 3. You may not modify or copy the layout or appearance of the Services or any computer software or code contained in the Services, nor may you decompile or disassemble, reverse engineer or otherwise attempt to discover or access any source code related to the Services. 4. You may access and use the Marketplace, Platform or Services for your personal and non-commercial use only. You must not in any form or by any means reproduce, modify, distribute, store, transmit, publish, use or display the Services, Marketplace or Platform on another website or commercialise any information obtained from any part of the Services, Marketplace or Platform without our prior written consent. 5. By uploading, posting, transmitting or otherwise making available any Material via the Services, Marketplace or Platform, you: 1. grant to us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable licence to use, publish, reproduce and otherwise exploit the Material in any form for any purpose and unconditionally waive any moral rights that you might have in respect of the Material; and 2. represent and warrant that you either own the Intellectual Property Rights in that Material or have the necessary permission to upload, post, transmit or otherwise make available that Material via the Services, Marketplace or Platform. 14. Unavoidable Events 1. We will not be liable to you if we are prevented from, or delayed in, providing the Services due to acts, events, omissions or accidents beyond our reasonable control (“Unavoidable Events”). Where an Unavoidable Event occurs, we will attempt to recommence provision of the Services as soon as reasonably practicable. 15. Dispute resolution 1. If you have a complaint about the performance of these Terms or the Services, you will: 1. if the complaint relates to the delivery of Artists’ Services (but not Extra Costs disputed in accordance clause 5.4), contact the relevant Artist about the complaint through the Platform; or 2. for any other complaints, including without limitation disputes over Extra Costs set out in clause 5.4), contact us at gaurav@bookanartist.co in the first instance and allow us reasonable time to consider your complaint, determine a solution in our sole and absolute discretion, and notify you of the solution. 2. This clause 14 survives the expiry or termination of these Terms. 16. Linking to the Platform 1. You may link to the Platform, provided that you do so in a way that is fair and legal and does not damage, or take advantage of, our reputation. You must not establish a link in a way that suggests any form of association, approval or endorsement by us where none exists. 2. You must not establish a link to the Platform from any website that is not owned by you (except with the website owner’s express permission). 3. The Platform must not be framed on any other website. 4. We reserve the right to withdraw linking permission under this clause 15 by updating these Terms on the Platform. 17. Privacy 1. We are committed to protecting your privacy and personal information. Further details about our practices relating to the collection, use, disclosure and storage of your personal information can be found in our Privacy Policy. 18. Cancellation Policy 1. **Repeated Cancellations:** 1. If you repeatedly cancel job, your account may be suspended at our sole discretion. Account suspensions can range from temporary suspensions (i.e. 1-week suspension) to permanent suspensions. 2. Ratings and reviews also provide valuable feedback that can help Customers and artists inform their decisions about which person to work with. Customers are able to provide a review on a cancelled job as well as provide feedback to Book An Artist which we may act on at our sole discretion. 2. **Extenuating Circumstances:** 1. This Extenuating Circumstances Policy explains how unforeseen circumstances that make it unsafe or illegal to complete are handled with regard to cancellations for both Customers and artists (after a artist has been assigned). 2. To avoid incurring cancellation fees, ensure prior to cancelling you understand the exceptions below that we will consider. 3. If you believe a cancellation fee has been incorrectly charged to your account, please contact the Book An Artist Support team and provide the relevant documentation or other supporting information to help us review the decision. 1. **What Extenuating Circumstances are covered:** When we refer to Extenuating Circumstances that can be used to avoid cancellation fees on a cancelled artist, these refer to events that are unforeseen at the time of offer or assigning, and prevent or legally prohibit completion of the artist. These are: - Declared emergencies and epidemics. Government-declared local or national emergencies, epidemics, pandemics and public health emergencies. - Natural disasters. Natural disasters, acts of God, large-scale outages of essential utilities, volcanic eruptions, tsunamis and other severe and abnormal weather events. This does not include weather or natural conditions that are common enough to be foreseeable in the area---for example, thunderstorms or rain. 2. **What is not considered an Extenuating Circumstance:** This Policy only allows for artist cancellations for the Extenuating Circumstances covered above. Everything else is excluded. Some examples of situations that this Policy does not allow cancellations include: - Unexpected disease, illness or injury - Government obligations such as jury duty, court appearances or military duties - Not understanding the artist: It is your responsibility to gather the information that you need in order to request/complete the artist by carefully providing/reading the artist description and asking clarifying questions when needed. - Lack of availability: As a customer, you are expected to be available, and it is your responsibility to ensure access to your property (where required) on the agreed-upon date and time (where relevant). - Travel issues or disruptions: Transportation disruptions like road closures, as well as flight, train, bus and ferry cancellations that prevent your travel. In addition, travel documents or other personal circumstances relating to your authorisation to travel, such as an expired or lost driver's licence are also excluded as a valid reason for cancellation. - Lack of skills and qualifications: It is your responsibility (as an artist) to have and/or select an artist with the required skills and qualifications to complete the job. - equipment: Ensure you have or are able to arrange access to the required equipment to complete the artist. If the artist requires parts or materials from third parties then it is your responsibility to communicate that and agree upon what is required. 19. Dispute Payments 1. You acknowledge that once the project is delivered or completed by the artist as per the terms of the agreement, you are not allowed to dispute the payment. 2. Any disputes regarding payments should be raised prior to the project's completion and delivery. 3. If communication has been taken outside the app, you are not allowed to dispute the payment as per the terms and conditions. 20. General 1. Any provision of these Terms that is found to be void or unenforceable will, to the extent that it is void or unenforceable, be severed from these Terms without affecting the enforceability or validity of any other provisions. 2. A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude its future exercise or the exercise of any other power or right. 3. These Terms are governed by the laws of Victoria, Australia. The parties unconditionally submit to the exclusive jurisdiction of the courts exercising jurisdiction there. 21. Voice Call Recording Notice (Except Australia) 1. By using our platform's voice call feature, you agree and consent to the recording of voice calls for quality & business purposes. These recordings may be used for training, quality assurance, and other business-related purposes. If you do not wish to have your voice call recorded, please refrain from using the voice call feature. 22. Additional Terms for AI Enhancements 1. Data Collection and Processing: - We collect and process data to enhance user experience through AI-driven features, including user interactions, conversations, preferences, and feedback to improve AI algorithms. Book An Artist will not be using any artwork images to create any new artwork. The data will solely be used for improving user experience. 2. AI-Powered Recommendations: - Our AI systems provide personalized recommendations for artists and services based on user data. 3. User Consent: - By using our services, users consent to the use of their data for AI enhancements. 4. Data Privacy: - All data processed by AI systems will comply with their privacy policy and relevant data protection regulations. 5. Accuracy: - Outputs may contain inaccuracies. Do not rely solely on them without independent verification. Book An Artist makes no warranties regarding the accuracy of Outputs. 6. Processing by Third-Party Providers: - The third-party provider acts as a sub-processor of data submitted for the AI Enhancement. 23. Definitions 1. In these Terms, the following expressions have the following meanings, unless otherwise stated: - **“Artist”** means any person or entity who lists their Artists’ Services on the Marketplace; - **“Artists’ Services”** means any services, goods or products that are listed on the Marketplace by Artists, and are purchasable by Clients. - **“Book An Artist Blog”** means the blog made available through the Platform. - **“Client”** means any person or entity using the Services, whether they are a listing artist, Purchaser or a person who browses, visits or otherwise uses the Platform, the Marketplace or the Services. **“Deposit”** means a deposit of 50% of the final invoice price of the Artists’ Services, or as otherwise set by us from time to time, paid by a Purchaser to BAA in accordance with these Terms. - **“Due Date”** means the date agreed between a Client and Artist as the deadline for an Artist to have completed providing the Artists’ Services that have been Purchased. - **“Extra Costs”** means any incidental or ancillary costs that are incurred by an Artist in the provisions of Artists’ Services, as set out or reasonably implied by the relevant quote. - **“Intellectual Property Rights”** means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable), including, but not limited to, all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights; - **“Marketplace”** means the online portal located on or via the Platform through which Artists’ Services, or any relevant goods or products, can be negotiated or Purchased; - **“Material”** means any information, data, source codes, drawings, content, text or images in any form (whether visible or not), audio recordings, video recordings, lists, sound, video, links, layout, look and feel, control features and interfaces contained on the Platform, or otherwise displayed, uploaded or published on, or via, the Platform; - **“Payment Processing Services”** means any services that we provide pursuant to these Terms which are to be used to process payments in relation to purchases on the Marketplace; - **“Privacy Policy”** means our privacy policy, available at: [https://bookanartist.co/privacy.html;](https://bookanartist.co/privacy) - **“Platform”** means the platform currently hosted on the website located at [http://bookanartist.co](http://bookanartist.co/), or any other website, platform, or application nominated by us from time to time, and any associated services, software, networks or processes. - **“PRO Services”** means our premium service where we match you directly with Artists’ Services for your project, as further set out on the Platform. - **“Purchase”** means a purchase of Artists’ Services, including any goods or products, in respect of which a client has approved an Artists’ quote and paid the appropriate Deposit. - **“Purchaser”** means any person or entity that Purchases Artists’ Services on the Marketplace; - **“Registration Data”** means information provided by you to us for the purposes of your registration to access certain sections of the Platform including, but not limited to, your name, date of birth, gender and contact details; - **“Services”** refers to making the Marketplace available, facilitating your negotiation, booking and payment of Artists’ Services or any goods or products, and any associated services we provide pursuant to these Terms, including without limitation the PRO Services, but not including the delivery of Artists’ Services; - **“Terms”** means these Client Terms and all of the terms of any order placed by you through the Platform. 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