Goldroom General Terms of Service

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These Terms and Conditions (“Terms”) are a legal agreement between you, as a current or prospective customer of Goldroom’s services (“you”, “your”, “Client”), and Aspire Live Pty Ltd trading as Goldroom (ABN 99 662 218 135, a subsidiary of Aspire Digital Group Pty Ltd ABN 22 656 250 109) (“Goldroom”, “we”, “us”, “our”). These Terms govern your use of the website located at https://goldroom.io/ (the “Website”) and all related services including branding, marketing, digital, design, media, signage, consulting and related services (collectively, the “Services”).

By accessing the Website or engaging our Services, you agree to these Terms and our Privacy Policy. If you do not agree, you must discontinue use of the Website and Services.

1. Definitions

In these Terms:

Client means any individual or entity engaging Goldroom for services.

Services means branding, marketing, digital, design, media, signage, consulting and related services provided by Goldroom.

Deliverables means final work product agreed in a proposal, Service Agreement or Statement of Work.

SOW means any proposal, agreement, quote or Statement of Work describing services.

Materials means content, assets, data, credentials or information supplied by the Client.

Third-Party Services means platforms, software, tools or suppliers not owned by Goldroom.

2. Acceptance of Terms

By using our Website or engaging Goldroom, you agree to be bound by these Terms. If you do not agree, you must discontinue use.

We may update these Terms from time to time with reasonable notice. Continued use constitutes acceptance of updated Terms.

3. Eligibility and Account

You must be at least eighteen (18) years of age. If you access the Website for a company, you warrant you have authority to bind that entity.

If you open an account, you must provide accurate information, keep it current, and you are responsible for all activity on your account.

We may suspend or terminate accounts that provide inaccurate or incomplete information.

4. Services and Proposals

Goldroom provides branding, digital marketing, digital signage, media systems and related services.

Specific deliverables, timelines, revisions, pricing and inclusions will be outlined in a SOW. Where inconsistent, the SOW takes precedence over these Terms.

Any pricing, timelines or scope presented via the Website are indicative only and not binding.

In-Venue Music & Ambience: Where Services include curated music or playlists, Goldroom provides access to a licensed catalogue. However, the Client remains solely responsible for obtaining and maintaining any required public performance licences (such as OneMusic/APRA AMCOS/PPCA in Australia) required by their local jurisdiction for playing background music in a commercial venue, unless explicitly stated otherwise in the SOW.

5. Scope, Revisions and Changes

Unless otherwise stated:

(a) projects include a reasonable number of revisions;

(b) additional revisions may incur fees;

(c) scope changes may affect timelines and pricing; and

(d) out-of-scope work will be quoted separately.

6. Client Obligations

The Client agrees to:

(a) provide timely feedback and approvals;

(b) supply accurate materials;

(c) ensure supplied content does not infringe third-party rights;

(d) provide platform access where required; and

(e) respond within reasonable timeframes.

Client delays may result in timeline adjustments.

7. Payment Terms

Payments are due as specified in invoices or agreements.

Work may be paused if invoices are overdue.

Deposits are non-refundable once work has commenced.

Late payment may delay delivery.

Pricing is in AUD and subject to GST unless stated otherwise.

8. Intellectual Property

Goldroom Property

Goldroom retains ownership of methodologies, systems, templates, working files and pre-existing materials.

Client Deliverables

Upon full payment, final approved Deliverables created specifically for the Client transfer to the Client unless otherwise agreed.

Licence to Goldroom Tools

The Client receives a licence to use Deliverables. Goldroom retains ownership of underlying know-how and tools.

Working Files and Licences

Working files may not be included unless agreed. Third-party licences may require separate purchase.

Portfolio Rights

Goldroom may display completed work unless restricted by written NDA.

Intellectual Property Rights

For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, trademark, trade dress and service mark rights, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future.

9. Your Content

You grant us a worldwide, non-exclusive, royalty-free, transferable, sub-licensable right to use, reproduce, modify, adapt, publish, and display your Content for the purpose of providing, promoting, and incorporating into the Services.

You retain all rights in your Content, subject to the rights granted to us.

You must not upload Content that is false, misleading, unlawful, obscene, defamatory, threatening, hateful, or that infringes any third-party right.

Although we have no obligation to monitor Content, we have discretion to remove Content at any time.

Digital Signage & DOOH: Where the Client provides Content for display on the Goldroom Media Network, the Client warrants the Content complies with all local advertising standards and laws (such as the AANA Code of Ethics or OMA Policies in Australia). Goldroom reserves the right to reject or remove any Content that is deemed inappropriate, offensive, or non-compliant with network guidelines, without liability to the Client.

10. Acceptable Website Use

You agree not to:

(a) use the Website unlawfully;

(b) attempt unauthorised access;

(c) copy or scrape content;

(d) interfere with functionality; or

(e) introduce malicious code.

11. Communications

By providing your email address and mobile number, you consent to receiving communications relating to your account or our Services, which may include promotional content.

You can opt out of promotional communications. We comply with the Spam Act 2003 (Cth).

You are not required to consent to marketing as a condition of using the Services.

12. Marketing and Performance Disclaimer

Goldroom does not guarantee commercial outcomes including revenue, bookings, ranking, reach or engagement. Results depend on factors outside Goldroom’s control.

13. Third-Party Platforms

Services may rely on Third-Party Services. Goldroom is not responsible for third-party outages, policy changes or performance.

14. Suspension of Services

We may suspend services where:

(a) invoices are overdue;

(b) required information is not provided;

(c) unlawful use occurs; or

(d) abusive behaviour occurs.

15. Termination

Either party may terminate with written notice.

The Client remains responsible for work completed, committed costs, and work in progress.

Deposits are non-refundable once work has commenced.

Upon termination: (a) the licence and any other rights granted under these Terms will end; (b) you agree to immediately cease use of all Services; and (c) we will not be liable for compensation, reimbursement, or damages for termination.

The following clauses survive termination: 5 (Non-Solicitation, clause 22), 8 (Intellectual Property), 16 (Confidentiality), 18 (Indemnity), 19 (Limitation of Liability), 21 (Privacy), 24 (Governing Law).

16. Confidentiality

Each party must keep confidential any non-public business, technical or commercial information received from the other party.

Disclosure is permitted only to perform services, to professional advisers, where required by law, or with consent.

This obligation survives termination.

17. Client Data and Platform Access

Where the Client provides access to platforms or systems:

(a) the Client remains responsible for lawful access;

(b) the Client must maintain credentials;

(c) Goldroom is not responsible for platform security;

(d) the Client must maintain backups; and

(e) Goldroom may rely on information provided by the Client.

18. Indemnity

You will indemnify, defend, and hold us and our officers, employees, directors, agents, affiliates and representatives harmless from and against any and all claims, costs, losses, damages, judgments, penalties, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) any breach of your obligations under these Terms;

(b) your wrongful or improper use of the Services;

(c) your violation of any third-party right;

(d) your violation of any law;

(e) client-supplied materials; and

(f) any other party’s access to the Services with your credentials.

This clause does not apply to the extent a claim arises from our negligence or wilful misconduct.

19. Limitation of Liability

To the maximum extent permitted by applicable law:

(a) Goldroom is not liable for indirect or consequential loss, including lost profits, lost revenue, lost data, opportunity loss, or business interruption;

(b) liability is limited to the amount paid for the relevant service.

Nothing in these Terms purports to exclude, restrict or modify any consumer guarantee, right or remedy conferred on you by the Competition and Consumer Act 2010 (Cth), Schedule 2 (Australian Consumer Law) or any other applicable law that cannot be excluded, restricted or modified by agreement.

Australian Consumer Law Notice: Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with services, you are entitled: to cancel your service contract with us; and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to choose a refund or replacement for major failures with goods. If a failure does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time.

To the extent that our liability for breach of any consumer guarantee cannot be excluded, our liability is limited (at our option) to the supply of the services again or payment of the cost of having the services supplied again.

20. Service Disclaimer

Except as required by law, services are provided “as is”. Goldroom does not warrant uninterrupted availability, compatibility with all systems, ongoing third-party functionality, or specific performance outcomes.

21. Privacy

Use of the Services is governed by the Goldroom Privacy Policy.

22. Non-Solicitation

The Client agrees not to solicit or hire Goldroom personnel for twelve (12) months without written consent.

23. AI and Technology Use

Goldroom may use artificial intelligence, automation and industry software in delivering services.

Outputs may involve assisted processes and are provided without guarantee of uniqueness unless agreed.

24. Governing Law

These Terms are governed by the laws of Western Australia.

Any dispute arising out of or in connection with these Terms must be resolved by arbitration in accordance with the ACICA Expedited Arbitration Rules. The seat of arbitration is Perth, Australia.

Subject to and without waiver of the arbitration agreement, you consent to the exclusive jurisdiction of the courts of Western Australia.

25. Project Dormancy

If a project becomes inactive due to lack of Client response for more than 30 days:

(a) timelines may be reset;

(b) restart fees may apply; and

(c) scope may be re-quoted.

26. Idea Submissions

Ideas or concepts submitted outside a paid engagement may be used by Goldroom without obligation unless agreed in writing.

27. Force Majeure

Goldroom is not liable for delays caused by events beyond reasonable control, including outages, supplier issues, platform failures, technical disruptions, natural events, pandemics, or government action.

28. Assignment

These Terms may not be transferred or assigned by you without our written authorisation.

Goldroom may assign these Terms to related entities.

29. Severability

If any provision is invalid or unenforceable, the remaining provisions continue in full force.

30. Entire Agreement

These Terms together with any SOW form the entire agreement.

31. Contact

For questions regarding these Terms, please contact us:

Email: [email protected]
Address: 70 Stirling Terrace, Albany, WA, Australia
Phone: +61 8 9841 1466