Last Version: 24 January 2019
Find here the terms and conditions governing the products and services from:
Old No: 5/New No: 3, First Floor, Mettu Street, Ayanavaram, Chennai, Tamil Nadu 600023.
1) Schedule Parameters
a. Work Hours/Days: This Agreement assumes regular work timings within the standard work week Monday through Friday, (10 a.m. to 6 p.m.). ‘KODE ON’ is closed on all weekends, major holidays and festivals. Any other unplanned holidays will be informed.
b. Schedule: The work outlined in this agreement will be turned around within a reasonable, non-rush schedule to be determined, where possible, and mutually agreed upon at the start of each project. Late or weekend hours incurred to accommodate additionally compressed deadlines, if needed, will be negotiated separately. Our schedules assume timely review and response by ‘THE CLIENT’ for all deliverables.
2) Client Responsibilities
a. Client Representative: A representative of ‘THE CLIENT’ will have full authority to provide and obtain all necessary information and approvals throughout this project.
b. Client Responsibilities: ‘THE CLIENT’ will provide accurate, complete and timely information and materials to ‘KODE ON’. ‘THE CLIENT’ guarantees that they have all the necessary rights and ownership in such materials to permit ‘KODE ON’ to use them for the project. ‘THE CLIENT’ is also required to grant access to all social media platforms and its website in order for ‘KODE ON’ to function at its optimum capability. ‘THE CLIENT’ also grants complete access to ‘KODE ON’ for editing its website, maintaining its website, posting, reposting, boosting posts, creating promotional material and removing posts on behalf of ‘THE CLIENT’.
c. Client Approvals: ‘THE CLIENT’ will approve and proofread all final designs, types, photographs, and other content. ‘KODE ON’ will make all efforts to ensure that no information is misrepresented. However, ‘THE CLIENT’ assumes all responsibility for content. ‘THE CLIENT’ approval of all tangible materials and artwork will be assumed after the work has been submitted for review unless ‘THE CLIENT’ indicates otherwise in writing.
d. Client Changes: In order to avoid errors, text/layout changes and corrections will not be taken over the telephone and must be provided electronically. Any text with extensive changes must also be provided as a marked-up copy electronically mailed to ‘KODE ON’, indicating the revised text or layout. Text messages and/or applications like WhatsApp etc will not comply.
3) Samples and Credit:
a. Samples: ‘KODE ON’ can use samples and/or photographs of the certain work created under this agreement and the name of ‘THE CLIENT’ publications, exhibitions, competitions, and other promotional purposes.
b. Credit: ‘KODE ON’ will give credit for all work done by ‘THE CLIENT’.
5) Payment Parameters
a. Contract: ‘THE CLIENT’ agrees this contract will be valid for the period established at paper contract with signature (3 or 12 months). The contract cannot be terminated without a legitimate and legal reasons such as bankruptcy, proven insufficient funds, etc. THE CLIENT’s business being sold is not an acceptable legitimate reason for contract termination. In such a case the total contract needs to be either transferred to the new business owner or paid in full then the client must pay the totality of the contract agreed within 30 working days. Failure to pay the total due within 30 days will result in a late payment penalty fee of 1.5% extra per month, with a total yearly of 18% late fee extra of the total original amount due.
b. Payment: ‘THE CLIENT’ agrees that all invoices issued will be paid within 5 days of invoice dates and during the month services are being provided, not after services have been provided. This means invoices must be paid during the first 5 days of the current month, after which time payment is considered overdue and will result in late payment penalty fee, except as otherwise agreed to in writing(such as an email message) by ‘KODE ON’.
c. Consequences of Non-Payment: ‘KODE ON’ reserves the right to suspend work and/or withhold issuing any project documents if invoice payments are not received within 5 days from invoice date or may be subject to a late fee pursuant to Section d. below.
d. Late Fee: Client shall have a 3-day grace period to remit payment to ‘KODE ON’ each month. Failure to remit payment to ‘KODE ON’ by the 3-day grace period will result in a late fee of 5% of Client’s total monthly invoice. The 5% late fee will be added to the Client’s current balance.
e. Refund & Cancellation Policies: ‘KODE ON’ cannot issue any refund for the services that we render and offered. This includes Website Designs, Internet Marketing Services, Photography, Social Media, Graphics Work, Print Work, Logo work, and Content Writing. All final designs done in png, pdf, jpg or mp4 formats that have been done during the contract service period or one-time deal will be provided to the client only by written request after the termination period of the contract. Original editable files can be provided only with an additional IP fee payment.
f. Our Fee & Deposits: A 50% deposit of the total fee payable under our proposal is due immediately upon you instructing us to proceed with the website design and development work. The remaining 50% shall become due when the work is completed to your reasonable satisfaction but subject to the terms of the “Client Approvals” clauses. We reserve the right not to commence any work until the deposit has been paid in full. Unless agreed and signed in combination with other services, such as Direct Marketing, Full Marketing Management, etc. The 50% deposit is only refundable if we have not fulfilled our obligations to deliver the work required under the agreement. The deposit is not refundable if the development work has been started and you terminate the contract through no fault of ours.
g. TAX: All invoices raised will comply with the latest GST norms of the Indian Government and the original tax invoice will be sent to the registered address of ‘THE CLIENT’.
h. TAX Exemption: For all other currencies/payments which come under the category of inward remittance through any private or public bank no GST will be charged as per the rules and regulations of the Indian Government.
6) Electronic Files
Length of Storage: ‘KODE ON’ agrees to store all final electronic files created for ‘THE CLIENT’ a maximum of Ten (10) months. ‘KODE ON’ will inform ‘THE CLIENT’ 1 month in advance and remind 1 week prior to any deletion before proceeding.
Both Parties agree that it shall defend, indemnify, save and hold the other Party harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorney’s fees associated with the development of the Social Media handles. This includes liabilities asserted against the other Party, its subcontractors, its agents, its customers, servants, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the ‘THE CLIENT’, its agents, employees or assigns;
‘THE CLIENT’ agrees to defend, indemnify and hold harmless ‘KODE ON; against liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the â€˜THE CLIENTâ€™ social media handles. This includes infringing upon the proprietary rights of a third party, copyright infringement and delivering any defective product or misinformation which is detrimental to another person, organization, or business.
8) Representations and Warranties
Each Party represents and warrants to the other that (i) it is legally competent to enter into and has the full power to execute, deliver and perform this Agreement and that this Agreement constitutes a valid and legally binding and enforceable obligations against it; (ii) the terms of this Agreement do not contravene any order of any court or other authority, or any contract or other arrangements, whether express or implied, that it has entered into; (iii) it has neither filed for nor has been involved in any bankruptcy, liquidation or winding up proceeding whatsoever.
9) Entire Agreement
This Agreement, including all schedules, exhibits, appendices, supplements, and amendments thereto, when fully signed, supersedes all previous or contemporaneous communications, understandings or agreements, written or oral, relating to the subject matter hereof between the Parties. To the extent any terms and conditions of this Agreement conflict with the terms and conditions of any invoice, purchase order or acceptance or refusal thereof, the terms and conditions of this Agreement shall govern and control, unless otherwise expressly provided herein.
Every notice required or contemplated by this Agreement by either Party shall be made in writing in the English language and delivered in person, sent by registered mail, sent by electronic mail or sent by facsimile with confirmation by registered mail within seven (7) business days to the recipient Party, addressed to the other Party at its address or facsimile number specified below or at such other address or number as the intended recipient previously shall have designated by a written notice.
Notices shall take effect, in the case of notice via facsimile, when a successful transmission is confirmed by the sender’s fax machine, or in case of notice by any other method, when notice is delivered to the recipient Party; provided, however, that if notice is delivered later than the time it should have been delivered under ordinary circumstances, or fails to be delivered to the intended recipient, due to reasons attributable to the intended recipient Party hereto (including without limitation the failure of the recipient Party to notify the sender of a change in its address), then the notice shall be deemed to have been given and takes effect at the time notice would have arrived under ordinary circumstances.
Any and all disputes, controversies, and differences arising between the Parties hereto out of or in relation to this Agreement or any breach thereof shall be finally settled by arbitration by a mutually selected arbitrator. The arbitration shall be conducted under the laws and regulations of Chennai, India; The arbitral award shall be substantiated in writing and the arbitral tribunal shall also have the right to decide the costs of the arbitration proceedings.
12) Governing Law
These Terms and Conditions shall be governed by, performed under, and construed in accordance with the laws but not the conflict of law provisions of the State of Tamil Nadu, India.