Terms & Conditions of Business.

1. INTERPRETATION

In these Terms and conditions the following terms shall bear the following meanings:

In these conditions “ADAAR” means ADAAR VFX having their address at TC22/2034(2), RK Edifice, SRKH Road, Sasthamangalam, Trivandrum, Kerala, India – 695010 of Trivandrum upon whose document these conditions are endorsed.

“Client” means the person, firm, company or other entity who has instructed ADAAR to carry out the Services (as defined below) as set out in this Agreement.

“Quote” means a quote presented by ADAAR in respect of Services to be provided to the Client.

“Services” means the services to be provided by ADAAR for the Client pursuant to this Agreement, and includes the Works (as defined below) arising out of the Services.

“Terms” means these terms and conditions of business.

“Works” means the products and materials created, developed and produced by ADAAR  for the Client pursuant to this Agreement.

2. FORMATION OF CONTRACT

2(a).The Services will be carried out in accordance with these Terms, any subsequent Contract for Services to the exclusion of any other terms and conditions the Client seeks to impose whether orally or in writing, unless agreed otherwise in writing by the parties.

2(b)Upon requesting Services from ADAAR, the Client shall be deemed to have accepted these Terms and these Terms shall become binding as between the Client and ADAAR, notwithstanding the absence of any formal acknowledgement.

2(c) The Client and ADAAR may enter into a Contract for Services which will constitute a separate binding contract between the parties which shall incorporate (with any necessary changes) these Terms. In the case of any conflict or inconsistency between these Terms and any subsequent Contract for Services, these Terms shall take precedence.

2(d) unless otherwise expressly stated in writing, all quotations and estimates supplied by ADAAR are invitations to offer. The Client’s order will be treated as an offer and shall become binding upon acceptance by ADAAR.

3. PRICES AND TERMS OF PAYMENT

3(a) ADAAR will invoice the Client for the prices quoted in respect of Services to be provided at the times set out in the Contract for Services. Unless otherwise mutually agreed in writing, ADAAR’s quoted prices are for services and materials requiring standard procedures based upon the use of ADAAR’s facilities and personnel during normal working hours.

3(b) The first 50 percent advance payment is to be made prior to the Commencement of the project and the remaining 50 percent is to be made within 15 days of the final delivery of the product.  The source file of the project will be shared only after receiving the full payment.

3(c)ADAAR shall be entitled to make an adjustment to any quoted prices in the event where additional costs are incurred, or likely to be incurred.

3(d) Any Client requests for revisions, additions or deletions to the Services ordered by Client or changes in the schedule for the Services (collectively, “Modifications”), shall be negotiated in good faith by the parties, and performed in accordance with the terms of one or more mutually agreed additional or updated estimates.

3(e)In the event where client approves the final  output but requests for further changes thereafter, an amendment fee based on the scope of the proposed changes and the extra render fees will be applicable along with the postponement of delivery date of the project.

3(f)ADAAR shall  retain title to all Works until all outstanding sums have been paid in full.

3(g)Payment of all amounts shall only be made in the currency in which they are invoiced and shall not be subject to any deductions or charges whatsoever. GST (if any) and other conversion charges are not included in the estimate and will be added extra in the invoice if applicable.

3(h)In the event of default in payment by the Client under this Agreement, ADAAR shall be entitled, without prejudice to any of its other rights or remedies, to suspend any further performance of the Services without notice. Client agrees to pay all reasonable costs and expenses incurred by ADAAR, in connection with the collection of any monies owed by Client to ADAAR.

4. PERFORMANCE AND DELIVERY

5(a)The Customer shall pay all amounts owing to ADAAR in full and shall not exercise any rights of set off or counterclaim against invoices submitted.

5(b)In the event of default in payment by the Client, ADAAR  shall be entitled to exercise any right or remedy available to it under any applicable law, including, without limitation, to suspend any further performance of or deliveries under any contract or contracts between ADAAR and the Client without notice and to charge interest on any amount outstanding at a rate of 5% from the due date of payment to the actual date of payment.

5(c)The source file shall be delivered to the client only after all the invoices are settled in full.

4(a)Unless otherwise agreed in writing between the parties, all times specified in Contract for Services for performance of the Services and delivery of the Works are given in good faith but are not guaranteed by ADAAR. The Customer shall have no right to damage or to terminate the contract or cancel the order for failure to meet any performance or delivery time stated including but not limited to failure arising out of the negligence of ADAAR. The final Project shall be delivered to the client in External hard disk or through FTP transfer. The final output will be delivered in Full HD.

4(b)If ADAAR and the Client shall agree that   any goods shall be delivered electronically (“Direct Delivery”) the following provisions shall apply:

The Client acknowledges that Electronic Delivery is not or may not be a completely secure medium of transfer and that an unauthorised third party may intercept, tamper with or delete goods delivered by Electronic Delivery and that Electronic Delivery may involve reliance upon third party data carriers over which ADAAR has no control .

ADAAR shall not be responsible for and shall have no liability to the Client  for:

  • any delay in delivery or any non-receipt of any Works delivered electronically;
  • any loss or damage (including loss of data) that results from any person gaining unauthorised access to any Works delivered electronically;
  • use or disclosure of any data obtained by any third party as a result of that third party gaining unauthorised access to any Works delivered electronically; and
  • any loss or damage resulting from any malfunction of or the introduction of any viruses, worms, logic bombs, time locks, time bombs, trojan horses and/or bugs to any equipment and/or software used to effect and/or receive any Works delivered electronically.

5. TERMS OF PAYMENT

5(a)The Customer shall pay all amounts owing to ADAAR in full and shall not exercise any rights of set off or counterclaim against invoices submitted.

5(b)In the event of default in payment by the Client, ADAAR  shall be entitled to exercise any right or remedy available to it under any applicable law, including, without limitation, to suspend any further performance of or deliveries under any contract or contracts between ADAAR and the Client without notice and to charge interest on any amount outstanding at a rate of 5% from the due date of payment to the actual date of payment.

5(c)The source file shall be delivered to the client only after all the invoices are settled in full.

6. CANCELLATION

6(a)Except where otherwise stated in a Quote or Contract for Services, this Agreement will expire on completion of the Services to be provided pursuant to it.

6(b)Any contract between ADAAR  and the Client  may only be cancelled or varied with the written consent of ADAAR and upon the terms of these conditions. The giving of ADAAR’s consent shall not in any way prejudice ADAAR’s right to recover from the Client  full compensation for any loss or expense arising from such cancellation or variation.

6(c)Without prejudice to any other rights or remedies available to ADAAR, if notice of cancellation of a booking is received by ADAAR less than 24 hours prior to the date for performance of the contract, ADAAR shall be entitled to charge such booking in full under ADAAR’s rate card current at the date of such cancellation. If such a notice of cancellation is received less than five working days but more than 24 hours prior to the date for performance of the contract, ADAAR shall be entitled, without prejudice to any other rights or remedies available to it, to charge such booking at one half of the full rate under ADAAR’s rate card current at the date of such cancellation.

7. FORCE MAJEURE

7(a)In the event of the Services being prevented, delayed, or in any way interfered with by any act of government, war, industrial dispute, strike, breakdown of machinery or equipment, accident, fire or by any other cause beyond ADAAR’s control, ADAAR may, at its option, suspend performance of or cancel this Agreement, without liability to the Client for any resulting damage or loss, such suspension or cancellation being without prejudice to ADAAR’s right to recover all sums owing to it in respect of Services and Works delivered and costs incurred up to the date of suspension or cancellation.

8. INTELLECTUAL PROPERTY

8(a)The Client shall indemnify ADAAR from and against all actions, claims, costs, charges, expenses and proceedings arising from or incurred by reason of any defamatory or libellous matter or any infringement or alleged infringement of any patent, trademark, copyright, registered design or design copyright or other exclusive right, including without limitation, any moral right claim or any other title of any third party in respect of any work carried out for the Customer by ADAAR.

9. LEGAL

9(a) The contract between ADAAR and the client  shall be governed and interpreted exclusively according to the Indian Contract Act,1872. If ADAAR files an action against the client claiming a breach of these Conditions and ADAAR prevails, then ADAAR shall be entitled to recover reasonable Legal fees and any damages or other relief that ADAAR may be awarded.

10. CUSTOMER’S MATERIALS

10(a)Where the Customer supplies any materials to ADAAR or where any materials or goods which are the property of the Customer are otherwise left in ADAAR’s possession:-

  • ADAAR shall not be liable in respect of any loss or damage or otherwise arising as a result of damage to or the loss or destruction of such materials or goods;
  • The Customer shall insure all such materials or goods to their full value against all risks;
  • The Customer shall remove all such materials or goods within six months of the date of issue of ADAAR’s invoice relating to such materials or goods and if the Customer shall not timely remove such materials or goods, ADAAR shall be entitled to return all such materials or goods to the Customer and to charge the Customer for any costs and expenses incurred by ADAAR in so delivering such materials or goods. In the event that ADAAR does not so return such materials or goods, ADAAR shall not be liable for any loss or damage to such materials or goods while they are in the possession of ADAAR and the Customer shall maintain insurance to the full value of such materials or goods against all risks.
  • Where materials are supplied or specific instructions are given by the Customer, ADAAR shall accept no liability for any delay in delivery or reduction in the quality of ADAAR’s services caused by defects in or the unsuitability of such materials so supplied or by ADAAR’s adherence to such specific instructions.

11. TITLE AND OWNERSHIP

11(a)Title to the goods the subject of the contract or any relevant part thereof shall only pass to the Customer upon the Customer paying to ADAAR all sums due and payable by it to ADAAR under the relevant contract and all other prior contracts between ADAAR and the Client.

11(b) Upon full payment by Client, ADAAR with full title guarantee will assign to the Company (by way of assignment of present and future copyright) the entire copyright and all other rights of whatsoever kind or nature throughout the world in and to all the products of ADAAR’s services.

11(c )Without prejudice to the assignment referred to in  the preceding clause, for the avoidance of doubt, ADAAR shall retain ownership of the following computer software, technical processes, trade secrets, models. rigging, and technical devices and know-how developed by or used by ADAAR in order to create the goods or services excluding any third party software materials not owned by ADAAR.

12. GENERAL

12(a) During the performance of a service by ADAAR that requires a model from the client, the client shall send the same to ADAAR at their own expense via courier or any other modes of transfer within the stipulated time period prescribed by ADAAR.

12(b)After the completion of the said project and settlement of payments the model sent in by the client shall be returned by ADAAR.