ANIMATED VIDEO CONTRACT TERMS

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A video is a high value investment. The following terms and conditions have been devised to ensure a smooth, transparent and efficient collaborative production process leading to the creation of an effective and engaging animated video that meets its communication objective.

The Client agrees that it has read and understood all the terms and conditions in the Contract and agrees to abide by them.

Contract Terms & Conditions

UPDATED: 10th October 2018

  1. Definitions

    1. In these terms and conditions the following definitions apply:

      ‘Approval’

      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’;

      ‘Brief’

      means a document produced by the Client with the goal of establishing the defining aspects of the Deliverables;

      ‘Client’

      means the legal entity named on the Order as being the consumer of the provided Services;

      ‘Client Materials’

      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;

      ‘Confidential Information’

      means all non-public 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;

      ‘Contract’

      means this Agreement to supply the Services by the Service Provider to the Client as per the Order;

      ‘Deliverables’

      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;

      ‘Feedback’

      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;

      ‘Final Invoice’

      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;

      ‘Order’

      means an offer by the Client to purchase Services from the Service Provider after accepting a Quotation, unequivocally implying that they have read and accepted the Terms of the Contract;

      ‘Proforma Invoice’

      means an initial draft invoice which is raised based on the Services accepted in the Order;

      ‘Quotation’

      means an offer to sell or supply Services issued by the Service Provider and valid for 15 Working Days from issue;

      ‘Revision’

      means the changes made by the Service Provider based on the Client’s Feedback at a given point of time, considered as one revision;

      ‘Service Provider’

      means Reptile FX whose registered address is at #7 Bismillah Bldg, 12 Ranade Rd, Dadar W, Mumbai, MH 400028 trading as Reptile FX 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;

      ‘Services’

      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;

      ‘Start Date’

      means the date of commencement of the Contract on receipt of Advance Payment;

      ‘Terms’

      means the standard terms and conditions of business as set out in this Contract;

      ‘Work Stage’

      means any of the stages of the production process (please refer the various production processes here);

      ‘Working Day’

      means a day other than Saturday, Sunday and public holidays.

    2. 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.
  2. Placing the Order

    1. 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.
    2. 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.
    3. Orders are not binding until ALL the following Terms are fulfilled: Order is sent by the Client to the Service Providers confirming its intention to purchase the Services as mentioned in the Quotation; 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.
    4. 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.
    5. 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.
  3. Payment

    1. The Client agrees to pay the Service Provider the price for all the Services supplied under the Contract in the manner and in accordance with the payment terms set out in the relevant invoice. The Service Provider may in its sole discretion determine the payment terms applicable to the Client.
    2. Unless stated otherwise in the invoice, the Client has to pay a 50% of the estimated amount in advance, and the balance as per the actual bill upon completion of the project but before delivery of the final files.
    3. 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.
    4. 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.
    5. 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.
    6. 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.
    7. If the sum is not disputed in good faith and is not paid in full by the due date, then without prejudice to any other rights the Service Provider may have against the Client, the Service Provider reserves the right to withhold or postpone delivery or execution of Services under this Contract and the Service Provider will not be liable for any loss the Client may suffer as a result of application of this clause. The Service Provider will also retain full copyright and ownership of all material created until all dues have been cleared.
    8. 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.
    9. 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.
    10. The Service Provider will not issue refunds under any circumstances after an Order has been placed and accepted.
    11. Taxes as applicable will be charged by the Service Provider and paid by the Client at the then-applicable rate.
    12. 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.
    13. The Service Provider reserves the right to appropriate any payment made by the Client and apply it in total or partial satisfaction of any debt due from the Client to the Service Provider.
  4. Timelines

    1. The Service Provider shall estimate the amount of time required to complete all aspects of the project based on prior experience which means that these timelines are indicative. While the Service Provider will try its best to adhere to these timelines, each project is different and the actual delivery timelines may vary.
    2. The delivery timelines are subject to delays in receiving timely inputs, feedback, and approvals from the Client.
    3. The delivery timelines are subject to revisions (whether free or paid for additionally) by the Client.
    4. If the project is delayed due to any reasons directly attributable to the Client, the Service Provider will not inconvenience other customers by attempting to make good any time lost due to the Client’s actions.
    5. The delivery timelines are subject to delays from third-party service providers.
    6. The Service Provider will keep the Client informed about the progress and expected timelines during the course of the project.
    7. 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.
  5. Service Provider’s Obligations & Warranties

    1. The Service Provider will perform the Services 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.
    2. The Service Provider will perform the Services in co-operation with the Client via its single point contact person and where requested by the Client, its other professional advisors and service providers.
    3. The Service Provider will not operate under any direct instructions given by personnel who are not signatories to the Contract, nor is the Service Provider responsible for any disagreements between the Client and any Third Parties as a result of its actions.
    4. 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.
    5. The Service Provider will not depict show or contain photography or footage of any identifiable brand unless a proper clearance has been obtained by the Client for the same.
    6. The Service Provider will be entitled to sub-contract any of its obligations under the Contract to Third Party vendors.
    7. The Service Provider warrants that it possesses clear title to the Deliverables and has the right to provide them to the Client.
    8. The Service Provider reserves the right to watermark all or any, preview or completed videos until all outstanding dues have been paid by the Client after which the Service Provider will release the final, un-watermarked, 1080p full HD version to the Client.
    9. The Service Provider will only provide the Deliverables to the Client as specified in the Contract and not any raw/editable files.
    10. The Service Provider warrants that it will resolve any technical issues encountered in the video(s) created by the Service Provider up to a period of 7 days after the Deliverables have been transferred to the Client.
    11. The Service Provider reserves the right to refuse to use, publish or broadcast information it considers obscene or morally unsuitable or which would breach copyrights, or which is libellous, defamatory or illegal.
    12. 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.
    13. The Service Provider warrants that it will return or delete all Client Materials upon completion of the work or premature termination of the Contract.
  6. Client’s Obligations and Warranties

    1. The Client will make the payment for the Services as set in the Final Invoice.
    2. The Client will operate only within the Terms set forth under this Contract.
    3. The Client will give the Service Provider overall creative control of the Deliverables unless otherwise agreed in writing.
    4. 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, ensuring that it has all the necessary permissions, licenses and consents including but not limited to branding, trademarked goods and logos, use of intellectual property, imagery, sound recordings and any other copyrighted material which will form part of the final video production.
    5. 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.
    6. The Client will 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.
    7. The Client will keep a single point contact person to co-ordinate all payments / revisions / changes / feedback / approvals / other communications related to the Order who shall bear all the responsibility for decision making by the Client and its affiliates.
    8. The Client will co-operate fully and maintain contact with the Service Provider and respond to information or content request within 24 hours of receiving communication.
    9. The Client will relay any and all revisions / changes / feedback / approvals to the Service Provider in written form.
  7. Project Changes

    If the Client wishes to change the nature, scope or quantity of the Services outlined in the Order, it is mandatory for both parties to mutually agree to the changes in writing. The Client must provide the Service Provider sufficient details of the requested changes. The Service Provider has the discretion whether to accept the request for changes. If the Service Provider accepts the request, it will issue a revised Quotation. The Client, if it agrees with the Quotation, will send across a new Order. In any case, no changes will be effective unless agreed in writing and signed by both parties.

  8. Communication Channels

    1. The Client and Service Provider will communicate with each other using the following communication channels only:
      1. verbal communication: phone;
      2. written communication: email, postal mail;
      3. digital content delivery: email attachment, WeTransfer, Dropbox;
      4. physical meetings: at the Service Provider’s Mumbai office;
      5. remote meetings: Skype.
    2. All other communication channels other than the above are considered invalid.
  9. Feedback

    1. The Client will provide Feedback related to the currently in-process Work Stage only and not related to previously approved Work Stages and their approved content.
    2. The Feedback will only incorporate changes which are consistent with the Brief. Any changes that result in additional work due to the following will incur extra charges:
      1. inaccurate or misleading information provided by the Client at the time of preparation of the Brief;
      2. the Client’s failure to obtain consent from any third parties or employees required for delivery of the Services;
      3. significant changes to the Brief; or
      4. requirements not agreed upon at the outset.
    3. The Client will designate a single point of contact to liaise with the Service Provider. The Client Feedback must be received only from the designated single point contact.
    4. The Client will provide this Feedback immediately within 24 hours after receiving any communication, file, data. The Client understands and agrees that any delay beyond this may delay the entire project.
    5. The Client will provide specific, timely, clear, concise, and consolidated Feedback.
      1. specific – exact descriptions with quantifiable values wherever possible;
      2. timely – within 24 hours;
      3. clear – using bullet points;
      4. concise – in short, easy to understand sentences;
      5. consolidated – all at once after we submit for review.
    6. The Client will send the Feedback by email using their official/valid id.
    7. The Client understands and agrees that one Feedback is considered as one Revision.
  10. Revisions

    1. 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.
    2. The Revisions will be acted upon by the Service Provider on the provided Feedback as accurately as possible.
    3. 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.
  11. Approvals

    1. The Client must provide an Approval within 24 hours after receiving any communication, file, data. The Client understands and agrees that any delay beyond this may delay the entire project.
    2. The Client understands and agrees that once an Approval is received from the Client, the Service Provider moves onto the next Work Stage.
    3. 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.
  12. Data Storage & Maintenance

    1. The Service Provider will retain all project related files only for 3 months after completion of the project and receiving the balance payment.
    2. The Service Provider will retain all project related files beyond 3 months after completion of the project and receiving the balance payment, only if the Client informs the Service Provider about such a requirement and is willing to pay for it.
    3. The Client can request for the voice-over files at the time of final delivery. The Client must provide a storage device such as a hard drive or a USB drive with sufficient disk space to transfer data. If the Client wishes to receive it by courier, additional charges will be applicable for the storage device and courier services.
    4. The Service Provider shall have no responsibility to keep any raw files or unused material.
    5. 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.
  13. Non-responsive Communication

    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.

  14. Process

    1. The Service Provider has developed production processes which it uses to execute the various services it offers. These production processes allow the Service Provider to ensure efficient operations, maintain timelines, and offer affordable pricing. The Client expressly agrees to co-operate with the Service Provider in ensuring that the Service Provider can execute its processes smoothly.
    2. The Service Provider’s production processes can be viewed here.
    3. The Client understands that these processes are indicative, and the Service Provider reserves the right to modify these processes at any point in time in general or based on the nature and requirements of a specific project in particular, solely at its own discretion.
    4. The Service Provider will not modify the processes in any way at the behest of the Client.
  15. Additional Video Duration

    If the video duration goes beyond the agreed upon length due to longer recorded voice-over duration or directives of the Client, Reptile FX will charge per additional second on a pro-rata basis.

  16. Voice-over

    1. The voice-overs in our videos are done by professional voice over artists who are essentially third party service providers.
    2. The voice-over artist will only be engaged once we receive a written approval for him and his pricing from the Client.
    3. The voice-over recording will only be done once we receive a written approval for the locked script from the Client explicitly stating that there are no further changes in the same.
    4. The Client must convey detailed instructions before the locked script is given to the voice-over artist for recording.
    5. 100% advance payment is required before recording the voice-over.
    6. Revisions are not possible. The voice-over cannot be changed once recorded unless the voice-over artist makes a pronunciation error or doesn’t stick to the approved script. Any changes, other than the ones mentioned, will require a completely new voice-over recording to be done by the external/third party artist and recording studio with 100% advance payment.
    7. Voice-over recording is subject to availability of the external/third party artist and recording studio usage slots during our project.
    8. Project delays are possible due to delays from external/third party artist and recording studio.
    9. In case the voice-over is provided by the Client,
      1. the voice-over needs to be recorded by professional voice-over artist(s) in a professional sound studio. Reptile FX has the right to reject the provided voice-over if it deems it to be unfit for any reason whatsoever;
      2. the Client needs to provide the entire voice-over track in a single file, and not in multiple files split by dialogues and/or artists; and
      3. provide the voice-over track in .wav or .mp3 formats only.
  17. Limited Liability

    1. The Client agrees to indemnify and hold the Service Provider harmless for
      1. any loss of profit 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, including late, erroneous, or non-delivery of Services; or
      2. any loss, damages, costs, expenses or other claims for compensation arising out of any Client Materials or any instruction provided by the Client to the Service Provider which are incomplete, incorrect, inaccurate or illegible, or arising from late arrival or non-arrival, or any other fault of the Client; or
      3. any loss, claims, expenses and liabilities arising from any breach of these terms and conditions by the Client, including any third party liabilities incurred by the Service Provider.
    2. The entire liability of the Service Provider is limited to the supplying of the Services again or payment of the cost of the Services as mentioned in the Order if it fails to provide the Services in accordance with the Terms of the Contract.
    3. The Client must inform the Service Provider in writing of any claim it may have against the Service Provider within 30 days of the claim arising.
  18. Intellectual Property Rights

    1. Each party shall retain respective ownership of all pre-existing materials developed and/or purchased by each party prior to this Contract.
    2. The Client holds all rights including copyright for ONLY the specific agreed upon Deliverables as mentioned under Services by the Service Provider provided the Client pays the Service Provider in full for all outstanding invoices.
    3. The Client has NO rights whatsoever for any other Service Provider Materials which are and remain the Intellectual Property of the Service Provider.
    4. The Client must purchase third party content directly to retain specific rights over its use.
    5. 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.
    6. 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 in perpetuity, unless otherwise agreed in writing with the Client.
  19. Confidentiality

    1. 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.
    2. The Service Provider is open to signing a Non-Disclosure Agreement (NDA) which is not in contradiction to the Terms mentioned herein.
  20. Termination

    1. 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.
    2. 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.
    3. Upon termination of the Contract for any reason,
      1. the Service Provider will invoice the Client for all Services provided but not invoiced;
      2. the Client will pay all outstanding dues to Service Provider that are not disputed in good faith within 7 working days after receiving notification;
      3. the accrued rights and liabilities of either party will not be affected; and
      4. all expressly stated or implied clauses will survive termination.
  21. General Terms

    1. Agency – Except as expressly permitted by this Contract, neither party shall in any circumstances hold itself out as being:
      1. the servant or agent of the other party; or
      2. 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.
    2. Non-Solicitation – The Client agrees that during the term of the Contract and for a period of 24 months after expiry or termination of the Contract (whichever is later), without the prior written consent of the Service Provider, directly or indirectly, whether for their own purpose or on behalf of any person or entity, solicit or entice away from the Service Provider or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Service Provider in the provision of the Services.
    3. Assignment – Neither party may assign this Contract or any of their rights or obligations under this Contract without the other party’s written consent.
    4. 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.
    5. 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:
      1. by hand;
      2. by registered or first class post or special or recorded delivery; or
      3. 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.

    6. 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
      1. any costs, losses, expenses, damages or the payment of any part of the Contract price during an event of force majeure; and
      2. any delay costs in any way incurred by the Client due to an event of force majeure.
    7. 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.
    8. 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.
    9. 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.
    10. Succession – This Contract will bind and benefit the heirs, successors and personal representatives of each party.
    11. Governing Law & Jurisdiction – This Contract will be governed by the laws of India. All disputes will be subject to Mumbai jurisdiction.