Website Terms of Agreement
UPDATED: 8th September 2016
PLEASE READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY. BY USING THIS WEBSITE OR ORDERING PRODUCTS FROM THIS WEBSITE YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This Terms of Service Agreement (the “Agreement”) governs your use of this website, ReptileFX.com (the “Website”), Reptile FX (“Reptile FX”) offer of products for purchase on this Website, or your purchase of products available on this Website. This Agreement includes, and incorporates by this reference, the policies and guidelines referenced below. Reptile FX reserves the right to change or revise the terms and conditions of this Agreement at any time by posting any changes or a revised Agreement on this Website. Reptile FX will alert you that changes or revisions have been made by indicating on the top of this Agreement the date it was last revised. The changed or revised Agreement will be effective immediately after it is posted on this Website. Your use of the Website following the posting any such changes or of a revised Agreement will constitute your acceptance of any such changes or revisions. Reptile FX encourages you to review this Agreement whenever you visit the Website to make sure that you understand the terms and conditions governing use of the Website. This Agreement does not alter in any way the terms or conditions of any other written agreement you may have with Reptile FX for other products or services. If you do not agree to this Agreement (including any referenced policies or guidelines), please immediately terminate your use of the Website. If you would like to print this Agreement, please click the print button on your browser toolbar.
Terms of Offer. This Website offers animated videos and animated templates (the “Products”) for sale. By placing an order for Products through this Website, you agree to the terms set forth in this Agreement.
Customer Solicitation: You are agreeing to continue to receive further emails and call solicitations from Reptile FX and its designated in house or third party call team(s).
Proprietary Rights. Reptile FX has proprietary rights and trade secrets in the Products. You may not copy, reproduce, resell or redistribute any Product manufactured and/or distributed by Reptile FX. Reptile FX also has rights to all trademarks and trade dress and specific layouts of this webpage, including calls to action, text placement, images and other information.
Taxes. If you purchase any Products (applicable for India only), you will be responsible for paying any applicable taxes.
Content; Intellectual Property; Third Party Links. In addition to making Products available, this Website may offer information and marketing material from time to time. Reptile FX does not always create the information offered on this Website; instead the information is often gathered from other sources. To the extent that Reptile FX does create the content on this Website, such content is protected by Intellectual Property laws of the India, foreign nations, and international bodies. Unauthorized use of the material may violate copyright, trademark, and/or other laws. You acknowledge that your use of the content on this Website is for personal, noncommercial use. Any links to third-party websites are provided solely as a convenience to you. Reptile FX does not endorse the contents on any such third-party websites. Reptile FX is not responsible for the content of or any damage that may result from your access to or reliance on these third-party websites. If you link to third-party websites, you do so at your own risk.
Use of Website. Reptile FX is not responsible for any damages resulting from use of this website by anyone. You will not use the Website for illegal purposes. You will (1) abide by all applicable local, state, national, and international laws and regulations in your use of the Website (including laws regarding Intellectual Property), (2) not interfere with or disrupt the use and enjoyment of the Website by other users, (3) not engage, directly or indirectly, in transmission of “spam”, chain letters, junk mail or any other type of unsolicited communication, and (4) not defame, harass, abuse, or disrupt other users of the Website
License. By using this Website, you are granted a limited, non-exclusive, non-transferable right to use the content and materials on the Website in connection with your normal, noncommercial, use of the Website. You may not copy, reproduce, transmit, distribute, or create derivative works of such content or information without express written authorization from Reptile FX or the applicable third party (if third party content is at issue).
Posting. By posting, storing, or transmitting any content on the Website, you hereby grant Reptile FX a perpetual, worldwide, non-exclusive, royalty-free, assignable, right and license to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit and assign such content in any form, in all media now known or hereinafter created, anywhere in the world. Reptile FX does not have the ability to control the nature of the user-generated content offered through the Website. You are solely responsible for your interactions with other users of the Website and any content you post. Reptile FX is not liable for any damage or harm resulting from any posts by or interactions between users. Reptile FX reserves the right, but has no obligation, to monitor interactions between and among users of the Website and to remove any content Reptile FX deems objectionable, at Reptile FX’s sole discretion.
Linking. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. This Website must not be framed on any other site, nor may you create a link to any part of this Website other than the home page. We reserve the right to withdraw linking permission without notice.
Prohibitions. You must not misuse this Website. You will not: commit or encourage a criminal offense; transmit or distribute a virus, trojan, worm, logic bomb or any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene; hack into any aspect of the Website; corrupt data; cause annoyance to other users; infringe upon the rights of any other person’s proprietary rights; send any unsolicited advertising or promotional material, commonly referred to as “spam”; or attempt to affect the performance or functionality of any computer facilities of or accessed through this Website. Breaching this provision would constitute a criminal offense and Reptile FX will report any such breach to the relevant law enforcement authorities and disclose your identity to them.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this Website or to your downloading of any material posted on it, or on any website linked to it.
III. TERMS OF SALE
By placing an order you are offering to purchase a product on and subject to the following terms and conditions. All orders are subject to availability and confirmation of the order price.
In order to make a purchase from Reptile FX you must be over 18 years of age and possess a valid PayPal address and credit card or debit card or bank account issued by a bank acceptable to us. Reptile FX retains the right to refuse any request made by you. If your order is accepted we will inform you by email. When placing an order you undertake that all details you provide to us are true and accurate, that you are an authorized user of the PayPal address or bank account used to place your order and that there are sufficient funds to cover the cost of the goods. The cost of products and services may fluctuate in foreign countries depending upon the exchange rates. All prices advertised are subject to such changes.
(a) Your order
When you place an order, you will receive an acknowledgement e-mail confirming receipt of your order: this email will only be an acknowledgement and will not constitute acceptance of your order. A contract between us will not be formed until we send you confirmation by e-mail that the goods which you ordered have been sent via online transfer to you. Only those goods listed in the confirmation e-mail sent at the time of dispatch will be included in the contract formed.
(b) Pricing and Availability
Whilst we try and ensure that all details, descriptions and prices which appear on this Website are accurate, errors may occur. If we discover an error in the price of any goods which you have ordered we will inform you of this as soon as possible and give you the option of reconfirming your order at the correct price or cancelling it. If we are unable to contact you we will treat the order as cancelled. If you cancel and you have already paid for the goods, you will receive a full refund.
IV. INTELLECTUAL PROPERTY RIGHTS
The Intellectual Property rights in all content (including photographic images) made available to you on or through this Website remains the Property of Reptile FX or its licensors and are protected by copyright laws and treaties around the world. All such rights are reserved by Reptile FX and its licensors. You may store, print and display the content supplied solely for your own personal use. You are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appears on this Website nor may you use any such content in connection with any business or commercial enterprise.
V. DISCLAIMER OF WARRANTIES
YOUR USE OF THIS WEBSITE AND/OR PRODUCTS ARE AT YOUR SOLE RISK. THE WEBSITE AND PRODUCTS ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. REPTILE FX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE PRODUCTS OR WEBSITE CONTENT, OR ANY RELIANCE UPON OR USE OF THE WEBSITE CONTENT OR PRODUCTS. (“PRODUCTS” INCLUDE TRIAL PRODUCTS.)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REPTILE FX MAKES NO WARRANTY:
THAT THE INFORMATION PROVIDED ON THIS WEBSITE IS ACCURATE, RELIABLE, COMPLETE, OR TIMELY.
THAT THE LINKS TO THIRD-PARTY WEBSITES ARE TO INFORMATION THAT IS ACCURATE, RELIABLE, COMPLETE, OR TIMELY.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THIS WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS OR THAT DEFECTS IN PRODUCTS WILL BE CORRECTED.
REGARDING ANY PRODUCTS PURCHASED OR OBTAINED THROUGH THE WEBSITE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
VI. LIMITATION OF LIABILITY
REPTILE FX’s ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHWERWISE, WITH RESPECT TO THE WEBSITE CONTENT AND PRODUCTS AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT YOU PAID, LESS SHIPPING AND HANDLING, FOR PRODUCTS PURCHASED VIA THE WEBSITE.
REPTILE FX WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS IN ANY MANNER, INCLUDING LIABILITIES RESULTING FROM (1) THE USE OR THE INABILITY TO USE THE WEBSITE CONTENT OR PRODUCTS; (2) THE COST OF PROCURING SUBSTITUTE PRODUCTS OR CONTENT; (3) ANY PRODUCTS PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE; OR (4) ANY LOST PROFITS YOU ALLEGE.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You will release, indemnify, defend and hold harmless Reptile FX, and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys’ fees and expenses, of third parties relating to or arising out of (1) this Agreement or the breach of your warranties, representations and obligations under this Agreement; (2) the Website content or your use of the Website content; (3) the Products or your use of the Products; (4) any Intellectual Property or other proprietary right of any person or entity; (5) your violation of any provision of this Agreement; or (6) any information or data you supplied to Reptile FX. When Reptile FX is threatened with suit or sued by a third party, Reptile FX may seek written assurances from you concerning your promise to indemnify Reptile FX; your failure to provide such assurances may be considered by Reptile FX to be a material breach of this Agreement. Reptile FX will have the right to participate in any defense by you of a third-party claim related to your use of any of the Website content or Products, with counsel of Reptile FX choice at its expense. Reptile FX will reasonably cooperate in any defense by you of a third-party claim at your request and expense. You will have sole responsibility to defend Reptile FX against any claim, but you must receive Reptile FX prior written consent regarding any related settlement. The terms of this provision will survive any termination or cancellation of this Agreement or your use of the Website or Products.
Reptile FX believes strongly in protecting user privacy and does not sell ANY information it collects with third parties directly. The information, however, may be shared with third parties as part of the animation production process when required. An example of such sharing would be getting voice-overs done from third parties.
IX. AGREEMENT TO BE BOUND
By using this Website or ordering Products, you acknowledge that you have read and agree to be bound by this Agreement and all terms and conditions on this Website.
Force Majeure. Reptile FX will not be deemed in default hereunder or held responsible for any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott.
Cessation of Operation. Reptile FX may at any time, in its sole discretion and without advance notice to you, cease operation of the Website and distribution of the Products.
Entire Agreement. This Agreement comprises the entire agreement between you and Reptile FX and supersedes any prior agreements pertaining to the subject matter contained herein.
Effect of Waiver. The failure of Reptile FX to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
Governing Law; Jurisdiction. This Website originates from the Mumbai, Maharashtra, INDIA. This Agreement will be governed by the laws of India without regard to its conflict of law principles to the contrary. Neither you nor Reptile FX will commence or prosecute any suit, proceeding or claim to enforce the provisions of this Agreement, to recover damages for breach of or default of this Agreement, or otherwise arising under or by reason of this Agreement, other than in courts located in Mumbai By using this Website or ordering Products, you consent to the jurisdiction and venue of such courts in connection with any action, suit, proceeding or claim arising under or by reason of this Agreement. You hereby waive any right to trial by jury arising out of this Agreement and any related documents.
Statute of Limitation. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or Products or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Waiver of Class Action Rights. BY ENTERING INTO THIS AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHER IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTION WITH THIS AGREEMENT MUST BE ASSERTED INDIVIDUALLY.
Termination. Reptile FX reserves the right to terminate your access to the Website if it reasonably believes, in its sole discretion, that you have breached any of the terms and conditions of this Agreement. Following termination, you will not be permitted to use the Website and Reptile FX may, in its sole discretion and without advance notice to you, cancel any outstanding orders for Products. If your access to the Website is terminated, Reptile FX reserves the right to exercise whatever means it deems necessary to prevent unauthorized access of the Website. This Agreement will survive indefinitely unless and until Reptile FX chooses, in its sole discretion and without advance to you, to terminate it.
BY USING THIS WEBSITE OR ORDERING PRODUCTS FROM THIS WEBSITE YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Contract Terms & Conditions
UPDATED: 8th September 2016
- In these terms and conditions the following definitions apply:
means acceptance of Revisions made by the Service Provider, and which is given by the Client in writing by email including the specific words ‘is approved’;
means the legal entity named on the Order as being the consumer of the provided Services;
means all information, data, software, images, media files, documents and any other materials (including the media on which they are recorded) provided by the Client to the Service Provider;
means all nonpublic business or technical information, written or oral, relating to products, services, plans, knowhow or trade secrets, which has been conspicuously identified as confidential or would reasonably be regarded as being of a confidential nature or which is developed during performing its obligations under, or otherwise pursuant to this Contract;
means this agreement to supply the Services by the Service Provider to the Client as per the Order;
means only the specific files, documents, products and materials produced by the Service Provider or its agents as specified in the Services and agreed to in the Order which are to be supplied to the Client, and which exclude Service Provider Materials;
means a change desired by the client, the scope of which is restricted to within the currently in-process Work Stage, which does not contradict previously made approvals and is communicated via any of the valid communication channels and all such communication is also specifically covered in any valid written communication channel;
means the final bill which includes all the Services added, agreed and actually consumed by the Client;
‘Intellectual Property Rights’
means patents, trademarks, know-how, service marks, copyrights, trade secrets, trade names, confidential information, industrial designs, geographical indications, domain names and all similar rights of the Service Provider and the Client;
means an offer by the Client to purchase Services from the Service Provider after accepting a Quotation and including an explicitly stated acceptance of having read and accepted the Terms of the Contract;
means an initial draft invoice which is raised based on the Services accepted in the Order;
means an offer to sell or supply Services issued by the Service Provider and valid for 15 Working Days from issue;
means the changes made by the Service Provider based on the Client’s Feedback at a given point of time, considered as one revision;
means Reptile FX whose registered address is at 7, 1st Floor, Bismillah Bldg, Ranade Rd, Dadar W, Mumbai 400028 trading as Reptile FX Animation Studio or any of its brands;
‘Service Provider Material’
means all files, artwork, content, documents, materials, data, proprietary software (and the media on which they are each recorded), excluding Deliverables, which are owned by the Service Provider before, on or after the date of this Contract or created independently of this Contract or created as a result of performing the Services, including non-selected options, in-process files, raw files and source files;
means the services set out in the Quotation and agreed to in the Order to be supplied by the Service Provider to the Client including any additional services added and agreed to by the Client before issue of the Final Invoice;
means the date of commencement of the Contract on receipt of Advance Payment;
means the standard terms and conditions of business as set out in this Contract;
means any of the following stages: Script, Voice-over, Storyboard, Style Frames, Animation, Background Music, Sound Mixing, Delivery;
means a day other than Saturday, Sunday and public holidays.
- Unless the context otherwise requires: each gender includes the others; the singular includes the plural and vice versa; references to the Contract includes the Terms, the Order and its schedule (if any); references to persons include individuals, unincorporated bodies, government entities, companies and corporations; clause headings do not affect their interpretation; general words are not limited by example; and references to legislation include any modification or re-enactment thereof.
- In these terms and conditions the following definitions apply:
Placing the Order
- If the Client wishes to purchase Services subject to a Quotation, it will need to place an Order only from an official company email address. In the absence of an official email address, the Client must send a scanned .pdf of the signed copy from any other email address.
- The Order will be deemed to be an offer to purchase Services from the Service Provider under the Terms of this Contract and this Contract only.
- Orders are not binding until ALL the following Terms are fulfilled: Order accepted by the Service Provider in writing; AND Proforma Invoice is sent by Service Provider to the Client; AND Advance Payment is made by the Client based on the Proforma Invoice under the Terms of the Contract.
- Any promotional or descriptive material relating to the Services that does not form part of the Contract is for illustrative purposes only and should not be relied upon by the Client unless specifically included in the Contract.
- Any Terms not set in this Contract, including previously issued Terms or Terms contained in any Client communication that do not form part of this Contract, are invalid.
- For a Proforma Invoice with a total Rupee billing amount less than and including INR 30,000/- (Indian Rupees Thirty Thousand Only) OR a total United States Dollar billing amount less than and including USD 500/- (United States Dollars Five Hundred Only), the price is payable in full on acceptance of the Client’s Order.
- For a Proforma Invoice with a total Rupee billing amount more than INR 30,000/- (Indian Rupees Thirty Thousand Only) OR a total United States Dollar billing amount more than USD 500/- (United States Dollars Five Hundred Only), 50% (Fifty Percent) of the price is payable in advance on acceptance of the Client’s Order, and the balance 50% is payable before delivery of the final completed files, provided there are no changes in agreed upon Deliverables.
- The final price for the Services will be as set out in the Final Invoice after accounting for any changes in the agreed upon Services & Deliverables, if applicable. Provided there are no deviations from the agreed upon Services and Deliverables, the Final Invoice will be the same as the Proforma Invoice. If there are deviations from the agreed upon Services and Deliverables, the Final Invoice will be different compared to the Proforma Invoice.
- The Service Provider may vary its prices for the Services from time to time at its discretion. The Orders that are in progress will not be subject to the revised pricing. However, if the Order has been placed but there is a delay from the Client’s side of more than 30 (thirty) days in commencing the work, the order shall be subject to the revised pricing.
- The Service Provider will raise the Final Invoice including details of all Services in the name of the Client only when the price has been paid in full.
- The Client will pay all invoices (unless disputed in good faith) in full, without deduction or set-off other than as required by law, in cleared funds and prior to the due date.
- If the sum is not disputed in good faith and is not paid in full by the due date, the Service Provider may, without limiting its other rights, charge interest on such sum at 2% per month for which interest will accrue on a daily basis, and apply from the due date for payment until actual payment is made in full, whether before or after judgment.
- The acceptable modes of payment are by cheque / DD / e-transfer / bank transfer / wire transfer / PayPal in the name of ‘Reptile FX’, the Service Provider, payable at par in Mumbai, INDIA.
- The Service Provider does not issue refunds under any circumstances after an Order has been placed and accepted.
- Taxes as applicable will be charged by the Service Provider and paid by the Client at the then-applicable rate.
- The Client will also provide all statutory deduction related certificates to the Service Provider as and when required, and the Client will be liable for the same as per the law.
- The delivery timelines mentioned by the Service Provider are based on prior experiences and are indicative. However, each project is different and the actual delivery timelines may vary.
- The delivery timelines are subject to delays in receiving timely inputs, feedback, and approvals from the Client.
- The delivery timelines are subject to revisions (whether free or paid for additionally) by the Client.
- The delivery timelines are subject to delays from third-party service providers.
- The Service Provider will keep the Client informed about the progress and expected timelines during the course of the project.
- While the Service Provider will use all reasonable activities to meet any milestone dates mentioned in the order, the Client should note that such dates are indicative and not set in stone.
Service Provider’s Obligations & Warranties
- The Service Provider will perform the Services as set in the Contract with reasonable skill and diligence using sufficiently experienced personnel and take reasonable care to ensure the Services meet the timelines as specified in the Order.
- The Service Provider will obtain and maintain all licenses, permits and other consents and comply with all applicable laws and regulations for the provision of its Services.
- The Service Provider warrants that it possesses clear title to the Deliverables and has the right to provide them to the Client.
- The Service Provider will not be responsible or liable for any costs, losses, delays or failure of performance of the Services in the event of improper instructions from the Client, alteration of the Services or the outcomes of the Services by the Client without written consent from the Service Provider, failure of the Client to comply with instructions from the Service Provider, or Force Majeure.
- The Service Provider warrants that it will return or delete all Client Materials upon completion of the work or premature termination of the Contract.
Client’s Obligations and Warranties
- The Client will make the payment for the Services as set in the Final Invoice.
- The Client will operate only within the Terms set forth under this Contract.
- The Client will provide information, technical and otherwise, and all relevant content including raw files/samples (as applicable) in digital format at the earliest, before commencement of the Services.
- The Client will obtain relevant licenses and consent for the performance of the Services.
- The Client will keep a single point contact person to co-ordinate all payments / revisions / changes / feedback / approvals / other communications related to the Order.
- The Client will co-operate fully and maintain contact with the Service Provider and respond to information or content request within 48 hours of receiving communication.
- The Client will relay any and all revisions / changes / feedback / approvals to the Service Provider in written form.
- The Client warrants that the Client Materials are up-to-date and accurate, do not infringe upon the Intellectual Property Rights of other parties, do not contain any unlawful or offensive material, and do not promote any illegal activity.
- The Client agrees to keep the Service Provider and its employees indemnified from and against all losses suffered or incurred in connection with the contents of the Client Materials.
- The Client and Service Provider will communicate with each other using the following communication channels only:
- Verbal communication: Phone;
- Written communication: Email, Postal Mail;
- Digital content delivery: Email attachment, WeTransfer, Dropbox;
- Physical meetings: At the Service Provider’s Mumbai office;
- Remote meetings: Skype.
- All other communication channels other than the above are considered invalid.
- The Client and Service Provider will communicate with each other using the following communication channels only:
- The Client must provide Feedback related to the currently in-process Work Stage only and not related to previously approved Work Stages and their approved content.
- The Client must provide this Feedback immediately within 48 hours after receiving any communication, file, data. The Client understands and agrees that any delay beyond this will delay the entire project.
- The Client must provide specific and accurate Feedback. Feedback must not be vague and generic.
- The Client must give all possible Feedback at a single point of time vs a piecemeal approach, in a single communication vs multiple communication, and via the designated single point contact vs from a multitude of all its involved personnel.
- The Client Feedback must be received only from the designated single point contact.
- The Client understands and agrees that one Feedback is considered as one Revision.
- The number of Revisions is limited to the number as agreed to in the Order and Services. Any further Revisions are chargeable to the Client.
- The Revisions will be acted upon by the Service Provider on the provided Feedback as accurately as possible.
- The Service Provider shall have the discretion whether to accept Revisions to previously approved Work Stages and their approved content. Such Revisions to previously approved content are chargeable and will result in delays.
- The Client must provide an Approval within 48 hours after receiving any communication, file, data. The Client understands and agrees that any delay beyond this will delay the entire project.
- The Client understands and agrees that once an Approval is received from the Client, the Service Provider moves onto the next Work Stage.
- The Client understands and agrees that Approvals are set in stone and making further changes to the approved Work Stage is at the discretion of the Service Provider and is chargeable and will cause delays for which the Client is solely responsible.
Data Storage & Maintenance
- The Service Provider will retain all project related files only for 6 months after completion of the project and receiving the balance payment.
- The Service Provider will retain all project related files beyond 6 months after completion of the project and receiving the balance payment, only if Client informs the Service Provider about such a requirement and is willing to pay for it.
- In case of termination, the Service Provider will retain all project related files only for 15 days after the date of termination of a project.
If the Client drops communication for 15 days and leaves the project in limbo, the project will be put on hold for 30 days after which if the Client is still non-responsive, the Service Provider may terminate the project. The Client will have to renegotiate the Contract in such an eventuality.
When a script is included in the Services:
- The Service Provider will write the script based on the Client’s brief and any additional research done by Service Provider.
- The Service Provider will strictly limit the script to a maximum of 70 words per 30 seconds.
- The addition of words beyond the prescribed limit will lead to increase in the video duration and is chargeable.
- The script will be provided by the Service Provider via an online shared Google Docs file where the Client will directly add Feedback and the Service Provider will directly make Revisions.
- Any changes to the script after approval by the Client will be chargeable and lead to delays.
When a voice-over is included in the Services:
- The Service Provider takes 100% advance payment for 3rd Party Voice-over Artist and 4th Party Studio Charges for all voice-overs, unless specified otherwise.
- The voice-over is subject to availability of 3rd Party Voice-over Artist and 4th Party Studio.
- The Service Provider will provide a number of sample voice-overs from different voice-over artists to the Client for selection.
- The Service Provider will be responsible to ensure a professional quality recording and the Client will be solely responsible for the voice selected and approved by the Client.
- The Service Provider can convey instructions from the Client to the voice-over artist but is not responsible or liable for the final voice-over.
- The voice-over will be the exact text read from the script approved by the Client and read by the Voice-over Artist selected and approved by the Client.
- A single voice-over, if included in the Services without any extra charge, will be provided for up to 2 minutes in duration. Any voice-overs in excess of 2 minutes in duration and any additional voice-overs beyond the single voice-over will incur an extra charge payable 100% in advance.
- Any revisions/changes to a recorded voice-over are treated as a completely new voice-over recording job, chargeable additionally with 100% advance payment, and will leads to delays.
- The Client cannot use the voice-over for any other purpose other than mentioned in the Deliverables and can only use the voice-over as limited to in the usage rights and licences as sold by the Voice-over Artist directly to the Client or sold to the Service Provider on behalf of the Client.
If a storyboard is included in the Services:
- The Service Provider will create a hand-drawn storyboard with a shot breakdown based on the approved script and provide as a .pdf format file.
- The Client will provide Feedback related to the storyboard only and as annotation or changes on the storyboard itself using Adobe Acrobat Reader or an online service such as www.pdfescape.com, www.pdfpro.co, or as bullet points referencing the shot or scene number.
- Any changes to the storyboard after approval by the Client will be chargeable and lead to delays.
If style frames are included in the Services:
- The Service Provider will create style frames based on the approved storyboard and provided as watermarked files in .pdf, .jpg or .png format.
- The Client will provide Feedback related to style frames only and in bullet points referencing specific file names.
- Any changes to the style frames after approval by the Client will be chargeable and lead to delays.
If animation is included in the Services:
- The Service Provider will do the animation based on the voice-over, approved storyboard and approved style frames and provided the same as watermarked files in .mp4 format, supported in VLC Player.
- The Client agrees to download and install VLC Player to open the files in case of any problems with viewing them in any other player(s).
- The Client will provide Feedback related to animation only and in bullet points referencing the on-screen timer.
- The Client agrees and understands that shots/scenes agreed upon and approved in the storyboard cannot be changed at this work stage.
- Any changes to the animation after approval by the Client will be chargeable and lead to delays.
If background music is included in the Services:
- The Service Provider will provide watermarked royalty free music for Client’s selection according to the Client’s brief and the video style.
- Any changes to the background music track after approval by the Client will be chargeable and lead to delays.
- The Service Provider will add the best possible edit of the background music to the animation once the Client has selected and approved a background music track.
- The Client cannot use the background music for any other purpose other than mentioned in the Deliverables and can only use the background music as limited to in the usage rights and licences as sold by the Licensor directly to the Client or sold to the Service Provider on behalf of the Client.
If sound mixing is included in the Services:
- The Service Provider will appropriately mix the voice-over, background music, and library sound effects, if required and/or if applicable as per agreed Services.
- The Client will provide Feedback related to sound mixing only and in bullet points referencing specific file names.
- Any changes to the sound mix after approval by the Client will be chargeable and lead to delays.
- The approval for the sound mix is the final approval post which the Deliverable is considered final and ready for delivery.
- The Service Provider will deliver the Deliverables to the client within 24 hrs of receipt of the balance payment.
- The Service Provider will only provide Deliverables to the Client and will not provide Service Provider Materials under any circumstances.
- In case of earlier termination by any party, no files will be provided to the Client.
Additional Video Duration
The Service Provider will try to maintain the video length within the agreed upon duration. If the Client wants to exceed the agreed upon duration, the Service Provider will charge per additional second on a pro-rata basis.
- The Service Provider will not be responsible for any loss of data or any form of direct, indirect, consequential or special loss or any loss or failure to realize monies or any other form of economic loss arising out of the Services provided.
- The Service Provider limits its liability to the total price of Services as mentioned in the Order if it fails to provide the Services in accordance with the Terms of the Contract.
Intellectual Property Rights
- Each party shall retain respective ownership of all pre-existing materials developed and/or purchased by each party prior to this Contract.
- The Client holds all rights including copyright for ONLY the specific agreed upon Deliverables as mentioned in Services by the Service Provider.
- The Client has NO rights whatsoever for any other Service Provider Materials which are and remain the Intellectual Property of the Service Provider.
- The Client must purchase third party content directly to retain specific rights over its use.
- Any third party content purchased by the Service Provider after Client Approval will be charged at actual and the Client has no rights over its use beyond the final Deliverables.
- The Service Provider retains the rights to reproduce, publish, display and use in any form the Deliverables as evidence of work done by the Service Provider.
- All information deemed Confidential by the Service Provider and the Client shall be treated as confidential by the other parties. This provision shall not be applicable to any information: which was in the public domain at the date of the Contract; enters the public domain not as a result of any breach of this Contract; developed independently by another party; required for disclosure by the law or a regulatory authority or otherwise by the provisions of this Contract. The confidentiality clause will remain in force for a period of 5 years from the date of the Contract.
- The Service Provider is open to signing a Non-Disclosure Agreement (NDA) which is not in contradiction to the Terms mentioned herein.
- The Contract may be terminated forthwith at any time by either party by giving written notice to the other if the other commits an act or a series of acts that result in a material breach of this Contract, and/or is unable to fulfil its obligations as set in this Contract.
- The Service Provider may also terminate the Contract immediately with written notice if the Client fails to pay any amount due under the Terms of the Contract.
- Upon termination of the Contract for any reason, the Service Provider will invoice the Client for all Services provided but not invoiced, the Client will pay all outstanding dues to Service Provider that are not disputed in good faith within 7 working days after receiving notification, the accrued rights and liabilities of either party will not be affected, and all expressly stated or implied clauses will survive termination.
- Agency – Except as expressly permitted by this Contract, neither party shall in any circumstances hold itself out as being:
- the servant or agent of the other party; or
- authorized to enter into any contract on behalf of the other party or in any way to bind the other party to the performance, variation, release or discharge of any obligations.
- Severability – No clause, sub-clause or their relevant parts in this Contract may be held to be unenforceable or void except for the judgement of a court of competent jurisdiction. Should any clause, sub-clause or part thereof be so held to be unenforceable or void the remaining clauses, sub-clauses and their relevant parts shall remain in full force and effect to the extent that they are capable of remaining operative having taken account of the said court’s judgement.
- Notices – Any notice or other communication which either party is required by the Contract to serve on the other party shall be sufficiently served if sent to the other party at its address as specified in the Contract either:
- by hand;
- by registered or first class post or special or recorded delivery; or
- by facsimile or electronic mail transmission confirmed by registered, first class post or recorded delivery within 24 hours of transmission.
Notices are deemed to have been served as follows: delivered by hand; on the day when they are actually received, sent by post, special or recorded delivery; two working days after posting, sent by facsimile or electronic mail; on the day of transmission if transmitted before 16.00 hours on the working day, but otherwise 09.00 hours on the following working day, provided in each case that the required confirmation is sent.
- Force Majeure – If either party hereto is prevented in the performance of any act required hereunder by reason of act of God, fire, flood, or other natural disaster, malicious injury, strikes, lock-outs, or other labour troubles, riots, insurrection, war or other reason of like nature not the fault of the party in performing under this Contract, then performance of such act shall be excused for the period of the delay and the period of the performance of any such act shall be extended for a period equivalent to the period of such delay except that if any delay exceeds 120 days, then the party entitled to such performance shall have the option to terminate this Contract. An event of force majeure does not relieve a party from liability for an obligation which arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner which matured prior to the occurrence of that event. The Client has no entitlement and the Service Provider has no liability for
- any costs, losses, expenses, damages or the payment of any part of the Contract price during an event of force majeure; and
- any delay costs in any way incurred by the Client due to an event of force majeure.
- Waiver – The failure of any party to enforce strictly a provision of this Contract shall in no event be considered a waiver of any part of such provision. No waiver by a party of any breach or default by the other party shall operate as a waiver of any succeeding breach or other default or breach by such other party. No waiver shall have any effect unless it is specific, irrevocable and in writing.
- Rights of Third Parties – The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Contract are not subject to the consent of any third party.
- Entire Agreement – This Contact constitutes the entire agreement between the parties concerning its subject matter, and supersedes any previous accord, understanding or agreement, express or implied. Each party confirms that it has not relied upon any representation not recorded in this Contract inducing it to enter into this Contract. No variation of this Contract shall be valid unless it is in writing, refers specifically to this Contract and is duly executed by the authorised representatives of both parties on or after the date of this Agreement.
- Succession – This Contract will bind and benefit the heirs, successors and personal representatives of each party.
- Governing Law & Jurisdiction – This Contract will be governed by the laws of India. All disputes will be subject to Mumbai jurisdiction.
- Agency – Except as expressly permitted by this Contract, neither party shall in any circumstances hold itself out as being: