Terms & Conditions
The following terms and conditions apply to all projects carried out unless specific exclusions or exceptions are given to the client in writing.
By signing the official quotation, the client agrees to ALL the clauses stated below.
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below:
"Agency" means AICREATIVV, a company organised and existing under the laws of Brunei Darussalam, with its principal place of business located at UBD Startup Centre, Student Affair Sections Building, Universiti Brunei Darussalam, Jalan Tungku Link, Tungku Link, Bandar Seri Begawan, Brunei Muara, BE1410, Brunei Darussalam.
"Client" refers to the party specified in the quotation, and its primary business address as detailed in the quotation.
"Confidential Information" means any non-public information disclosed by one party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as "Confidential," "Proprietary," or some similar designation.
"Effective Date" means the date when the quotation is signed by both parties.
"Services" means the services to be performed by Agency as described in the quotation, as may be amended from time to time by mutual written agreement of the parties.
"Work Product" means all materials, including but not limited to, designs, concepts, artwork, copy, photographs, illustrations, and other content, created, developed, or produced by Agency in connection with the performance of the Services.
“Scope of Work” means the work that has been agreed upon by both parties in the form of a quotation provided by the Agency along with the payment milestones and project timeline.
"Sign Off" means the Client's agreement, acknowledgment, and confirmation that they have no further changes to request for a deliverable or phase, and that it meets their expectations, allowing both parties to use the signed-off deliverable or phase as a reference for the creative process and to proceed to future project phases.
"Revision" refers to changes made to a deliverable prior to its final version. Revisions are limited as per the terms stipulated in scope of work, stipulated in the quotation.
"Termination Fee" means a fee calculated as a percentage of the total contract value, depending on the stage of the project at the time of termination, which shall be payable by the Client to the Agency in the event of termination for convenience, as specified in a separate termination fee schedule agreed upon by both parties.
"Agreement" means this document, including any appendices and schedules attached hereto, as may be amended from time to time by mutual written agreement of the parties.
CONFIDENTIALITY
Each party acknowledges that, in the course of performing their obligations under this Agreement, it may receive or have access to Confidential Information of the other party. Both parties agree to hold each other's Confidential Information in strict confidence and shall not disclose it to any third party or use it for any purpose other than as necessary to perform their obligations under this Agreement. The receiving party shall take all reasonable precautions to prevent unauthorised disclosure or use of the disclosing party's Confidential Information, using at least the same degree of care as it uses to protect its own Confidential Information, but in no event less than a reasonable degree of care.
The obligations of confidentiality under this Section 3 shall not apply to information that (i) is or becomes publicly available without breach of this Agreement by the receiving party, (ii) is rightfully received by the receiving party from a third party without an obligation of confidentiality, (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information, or (iv) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt written notice of such requirement to allow the disclosing party an opportunity to seek a protective order or other appropriate remedy.
INTELLECTUAL PROPERTY
All Intellectual Property created by Agency in the course of providing the Services, including but not limited to all designs, concepts, ideas, and other work product, shall be the exclusive property of Client upon full payment of all fees and expenses due hereunder. Agency hereby assigns to Client all right, title, and interest in and to such Intellectual Property, and agrees to execute any documents and take any other actions as may be reasonably necessary to effectuate such assignment.
TERM & TERMINATION
This Agreement shall commence on the Effective Date and shall continue until the completion of the Services, unless earlier terminated in accordance with the provisions of this Section 5.
Either party may terminate this Agreement upon thirty (30) days' written notice to the other party if the other party breaches any material term or condition of this Agreement and fails to cure such breach within the thirty (30) day notice period.
Client may terminate this Agreement for convenience at any time upon written notice to Agency. In the event of termination for convenience by the Client, the Client shall compensate Agency for all Services performed and expenses incurred up to the date of termination, as well as any applicable termination fees, which shall be calculated as a percentage of the total contract value, depending on the stage of the project at the time of termination. The termination fees shall be specified in a separate termination fee schedule agreed upon by both parties.
Upon termination of this Agreement for any reason, Agency shall deliver to Client any work product completed up to the date of termination, subject to the payment of all amounts due to Agency under this Agreement.
RESPONSIBILITIES OF AGENCY AND CLIENT
Agency shall be responsible for providing the Services in a timely, professional, and workmanlike manner, in accordance with industry standards and the terms and conditions of this Agreement.
Agency shall assign appropriate personnel with the necessary skills and expertise to perform the Services and shall be responsible for overseeing and managing the performance of the Services.
Agency shall maintain regular communication with the Client and provide status updates regarding the progress of the project.
Client shall be responsible for providing Agency with all necessary information, materials, and resources required for Agency to perform the Services, including but not limited to any text, images, logos, and other content to be incorporated into the work product.
Client shall be responsible for obtaining any necessary third-party consents, licenses, or permissions required in connection with the use of any materials provided by Client to Agency for inclusion in the work product.
Both parties agree to maintain open communication channels and promptly respond to requests, questions, or concerns raised by the other party during the project's course, ensuring the project's efficiency.
Client shall review and provide timely feedback on deliverables during revision rounds, adhering to the time limit for revisions as stipulated in the scope of work. The time limit for revisions is established to ensure that the Agency can produce work to the best of its abilities within the agreed-upon timeline, maintaining the project's efficiency and quality.
Client shall provide Sign Off on deliverables or project phases as they are completed. Upon Sign Off, the deliverable or phase will be considered final and will serve as a reference for future phases in the project. Client acknowledges that once they provide Sign Off on a deliverable or phase, no further changes or revisions will be permitted for that specific deliverable or phase without incurring additional charges and potentially affecting the project timeline.
CLIENT DELAYS
If the client causes a delay in the production timeline, Agency will not be held liable for any additional costs, expenses or losses incurred as a result. The client shall be responsible for any delay and shall use all reasonable endeavours to ensure that the agreed timeline is maintained.
If the client delay results in Agency being unable to complete the work, Agency shall be entitled to issue an invoice for work already completed and for all expenses incurred up to the point of delay.
Agency reserves the right to re-negotiate the delivery date if a delay caused by the client results in the original delivery date being impossible to achieve. In such instances, Agency shall provide the client with a revised timeline and an estimate of any additional costs incurred.
If the delay is caused by adverse weather conditions or any other event outside of the client's control, Agency will work with the client to minimise any additional costs and to complete the work as soon as reasonably possible. However, Agency shall not be held liable for any additional costs, expenses or losses incurred as a result of such delay.
CLIENT FEEDBACK AND AMENDMENTS
Feedback is an essential part of the design and execution process, we offer rounds of reasonable amends within the agreed-upon project scope. A round of amends is defined as reasonable changes or revisions to the project or deliverable that can be completed within a single feedback cycle. Reasonable changes may include minor adjustments to timing, pacing, or visual effects for videos and copy, elements and placements for designs.
Scope Limitation: Any changes or additions requested by the client must remain within the project scope originally agreed upon in the initial quotation. If the client wishes to introduce changes that go beyond this scope, such changes will be considered "out of scope."
Out-of-Scope Amendments: It's important to note that changes considered out of scope will require a new quote and mutual agreement from both parties before any further work is carried out. Out-of-scope amendments might include those that necessitate significant re-editing, additional filming, or substantial alterations to the project's direction or objectives.
Additional Charges: In the event that the client requests more rounds of reasonable amends or any amendments than initially agreed upon number of rounds, deemed out of scope after the final deliverable has been delivered and approved, any additional work required will be subject to additional charges subject to the current rates the Agency see fit at the time of charging.
Mutual Agreement: The scope of any additional work will be agreed upon by both parties in writing before work commences. This ensures that both the client and service provider have a clear understanding of the nature and extent of the additional work and its associated costs.
CLIENT RESPONSIBILITIES FOR SPECIFIED ROUNDS OF AMENDMENTS
Feedback is an essential part of the design and execution process, we offer rounds of reasonable amends within the agreed-upon project scope. A round of amends is defined as reasonable changes or revisions to the project or deliverable that can be completed within a single feedback cycle. Reasonable changes may include minor adjustments to timing, pacing, or visual effects for videos and copy, elements and placements for designs.
Scope Limitation: Any changes or additions requested by the client must remain within the project scope originally agreed upon in the initial quotation. If the client wishes to introduce changes that go beyond this scope, such changes will be considered "out of scope."
Out-of-Scope Amendments: It's important to note that changes considered out of scope will require a new quote and mutual agreement from both parties before any further work is carried out. Out-of-scope amendments might include those that necessitate significant re-editing, additional filming, or substantial alterations to the project's direction or objectives.
Additional Charges: In the event that the client requests more rounds of reasonable amends or any amendments than initially agreed upon number of rounds, deemed out of scope after the final deliverable has been delivered and approved, any additional work required will be subject to additional charges subject to the current rates the Agency see fit at the time of charging.
Mutual Agreement: The scope of any additional work will be agreed upon by both parties in writing before work commences. This ensures that both the client and service provider have a clear understanding of the nature and extent of the additional work and its associated costs.
SCOPE AND TERM OF WORK
The scope of work to be provided by Agency is defined in the breakdown section of the quotation.
The term for completion is defined in the quotation, under effective date and end date as stipulated under project timeline in the quotation.
In the event that the project timeline surpasses a duration of six (6) months or extends beyond the originally agreed-upon total project timeframe without a valid explanation and substantiated justification for the extension, we retain the right to demand compensation for the extended period.
CHANGES TO SCOPE OF WORK
Changes to the agreed-upon Scope of Work must be proposed in writing by either party. Proposed changes will be discussed promptly, and if agreed upon, documented in a Change Order. The Change Order will outline the revised Scope of Work, any adjustments to the project timeline, and the associated costs, if any. The Client agrees to pay any additional fees and expenses resulting from approved changes.
If, at any time during the project, the Client requires additional services beyond the initial Scope of Work, such requests must be discussed between the parties. The Agency will provide a new quotation for the additional services. The discussion will also include an assessment of the potential impact on the project timeline. The Client acknowledges that these add-on services may result in adjustments to both costs and timelines.
Changes are effective only when documented in a signed Change Order, and no party is bound by changes unless agreed to in writing by both parties. Failure to follow this process may lead to delays and additional costs.
PROJECT DURATION, DELIVERY & CLOSURE
Project Commencement: The project will commence on the agreed-upon start date specified in the project timeline. This date will be confirmed in writing.
Project Timeline: The project timeline, including key milestones and deadlines, will be outlined in the project scope document. The project manager will work diligently to ensure that the project adheres to this timeline. Any changes to the timeline will be communicated and agreed upon by both parties.
Project Delays: While every effort will be made to complete the project within the specified timeline, the client acknowledges that unforeseen circumstances may lead to project delays. In such cases, the project manager will promptly notify the client of any potential delays and provide revised timelines.
Delivery of Deliverables: The client will receive project deliverables in accordance with the agreed-upon project timeline. The format and method of delivery will be specified in the project scope document.
Client's Role in Timely Delivery: The client's timely provision of feedback, approvals, and required materials is essential to ensuring project delivery according to schedule. Delays in client responsibilities may impact project timelines.
Partial Delivery: In some cases, project deliverables may be delivered incrementally. The project manager will specify the delivery schedule for such cases.
Final Delivery and Acceptance: Upon completion of the project, the client will receive the final project deliverables. The client shall review these deliverables and provide formal approval and sign-off in writing to signify project completion and acceptance.
Project Closure: Following client approval and sign-off, the project will be considered closed. Any further work, amendments, or additional services will be subject to a new agreement.
PAYMENT SCHEDULE
The payment schedule for Agency's services is set forth in payment milestones in the quotation.
Payments shall be due within twenty-eight (28) working days unless otherwise stipulated in the invoice. Any payments not received by the due date shall be subject to a late fee as stipulated in the quotation.
Client shall be responsible for any sales, use, or other taxes imposed on the Services, excluding taxes based on Agency's income.
Deposits or upfront payments made by the Client are non-refundable, as these payments may be immediately used for project mobilisation and securing resources for the project.
In the event that any payment is overdue, Agency may, at its option and without prejudice to any other remedies it may have, suspend performance of the Services until payment is made in full.
LATE PAYMENT
If Client fails to make any payment when due, Agency may, at its option, suspend performance of the Services until such payment is received, or terminate this Agreement upon written notice to Client. In addition, Client shall pay interest on any overdue amounts at the rate stated in the quotation.
CANCELLATION POLICY
In the event of a cancellation of this contract the following fee policy will apply.
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More than 15 days prior to work beginning – 25% of total fees will be due and payable.
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Less than 15 days prior to work beginning – 50% of total fees will be due and payable.
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Less than 5 days prior to work beginning – 100% of total fees will be due and payable.
LIABILITY
Agency's liability to Client for any claim arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall be limited to the amount of fees actually paid by Client to Agency under this Agreement. In no event shall Agency be liable for any indirect, special, incidental, consequential, or punitive damages, or for any lost profits, lost data, or business interruption damages, even if Agency has been advised of the possibility of such damages.
RELEASE OF CREATOR INFORMATION
Upon Client's request, Agency shall provide Client with the names and contact information of any creators involved in the development of the work product, subject to any applicable privacy laws and regulations.
REPRODUCTION OF PORTFOLIO
Agency shall have the right to reproduce and display any work product created under this Agreement in its portfolio and for other promotional purposes, provided that Agency shall not disclose any Confidential Information of Client in connection with such reproduction and display.
WARRANTIES AND REPRESENTATION
Agency warrants that it has the necessary skills, expertise, and resources to perform the Services in accordance with this Agreement, and that the work product will be free from defects in materials and workmanship for a period of ninety (90) days from the date of delivery.
Client warrants that it has the legal right and authority to enter into this Agreement and to perform its obligations hereunder, and that any materials provided by Client to Agency for inclusion in the work product do not infringe any third-party intellectual property rights.
INDEMNIFICATION
Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, and expenses arising out of or in connection with any third-party claim based on or resulting from the indemnifying party's breach of this Agreement, or the negligence or wilful misconduct of the indemnifying party or its employees, agents, or subcontractors.
FORCE MAJEURE
Neither party shall be liable for any failure or delay in performance under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, labor disputes, war, terrorism, fire, flood, or other natural disasters, provided that the affected party gives the other party prompt written notice of such cause and uses its best efforts to resume performance as soon as possible.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Brunei Darussalam, without regard to its conflicts of law provisions.
ENTIRE AGREEMENT
This Agreement, together with any Exhibits and Appendixes hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties relating to the subject matter hereof.
AMENDMENT AND WAIVER
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach of the same or any other provisions.
SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or enforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
INDEPENDENT CONTRACTOR STATUS
Agency is an independent contractor and not an employee or agent of Client. Nothing in this Agreement shall be construed as creating a partnership, joint venture, employer-employee, or agency relationship between the parties.
NON-SOLICITATION
During the term of this Agreement and for a period of one (1) year thereafter, Client agrees not to solicit, directly or indirectly, any employee, agent, or subcontractor of Agency who is involved in the performance of the Services, for the purpose of employing or engaging such person in any capacity similar to that in which they were employed or engaged by Agency.
ASSIGNMENT
Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement to a successor in interest in the event of a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all of the assignor's obligations under this Agreement.
DISPUTE RESOLUTION
In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties agree to first attempt in good faith to resolve such dispute through negotiation. If the parties are unable to resolve the dispute through negotiation, the parties agree to submit the dispute to mediation in accordance with the then-current rules of a mutually agreed upon mediation service provider.
NON-DISCLAIMER OF AGREEMENT TERMS
Except as required by law, neither party shall disclose to any third party the terms of this Agreement, including without limitation the fees and expenses payable hereunder, without the prior written consent of the other party.
SURVIVAL
The provisions of this Agreement that, by their nature, should survive the termination or expiration of this Agreement, including but not limited to the clauses related to confidentiality, intellectual property, indemnification, dispute resolution, and any other provisions that reasonably may be expected to have continuing effect, shall survive the termination or expiration of this Agreement and continue in full force and effect.
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