Ownership of the final approved work :
The Agency hereby acknowledges and confirms that upon payment of all the fees and expenses due under the Agreement by the Client to the Agency, all rights, title, and interest, in and to the Intellectual Property Rights including but not limited to all copyright along with all renewals and extensions thereof, in relation to the final approved work designed, ideated, and created during the course of the Project shall stand assigned and vest exclusively with the Client. The Client agrees that all rights, title, and interest, in and to the Intellectual Property Rights including but not limited to all copyright in the creative design materials designed, ideated, and created by the Agency which does not form part of the Work shall remain the sole and exclusive property of the Agency and no part thereof shall be reproduced or used without the express written permission of the Agency.
Communication :
The Agency can be reached by telephone from Monday to Friday between 10.00 AM to 6:00 PM IST. The majority of the client communication is normally via email, helping both parties to keep track of specific design requirements and potential changes.
The Agency creates a Whatsapp Group with the required team members for easy availability.
Payment Schedules & Additional Costs :
The project can be scheduled once the down payment is received by the Agency. The down payment is non-refundable. For the balance, the Agency will raise invoices on various signposts. The client is expected to clear the payments on receipt of the invoice in 7 days. The above fee is exclusive of service tax. Also, any additional Government duties and taxes will be applied as applicable. All tax points will be as per the date on each and every relevant invoice relevant to this project and not on the signing of the agreement.
Any additional 3rd party costs like Meta Ads & Google Ads will always be pre-approved by the Client before expenditure by the Agency. Any out-of-pocket expenses incurred on Client’s behalf will be estimated for actuals and paid by the Client in advance.
Trademarks, colour prints, scanning, processing and printing are to be paid on actuals.
Prototyping & Mock designs will be added to the cost, if not already included in the scope of work.
Expenses like travel, outstation, lodging/boarding, conveyance, incidental expenses, courier etc. incurred on behalf of Client- and wherever possible, after consultation, will be charged to Client and fall due for immediate payment. Alternatively, the Client may choose to take charge of bookings or have charges sent to their existing or nominated suppliers for the Client’s account.
For international flights, premium economy class or higher flight tickets must be arranged by the client. For overnight stays as part of project travel, the client must arrange and pay for accommodation in a hotel with a 4-star rating or above.
Any unforeseen rates, taxes, service fees, etc., that may be levied by the government in connection with this contract will be borne by the Client.
Creatives designed for the client which are beyond the scope of work will be billed as per an agency decided rate-card.
Fonts and Images in Final Artworks :
The client agrees to buy all paid fonts (if required by the client) used in the artworks with an appropriate number of licenses.
The font is designed by external foundries who own all intellectual property rights in the font and the client needs to purchase the License directly from the respective websites of the designers. It is the responsibility of the Client to ensure the fonts used in the designs have been purchased by the Client before using the fonts in the final designs.
The price and the font details are available online and in case the Client wishes then upon request by the Client, Harsh Mann Luxury Consultancy can share these details but the onus to purchase the fonts shall be entirely and solely on the Client. If the Client fails to purchase the font(s) then Harsh Mann Luxury Consultancy will not be held liable for the same.
Delayed Payment :
The Agency shall raise its invoice upon completion of each stage of work as envisaged above. If the invoice is not paid within 30 days of the invoice being raised upon the Client, a 5% delayed fee will be charged.
The initial 5% figure will be added upon each recurring 30-day period until the full amount has been received by the Agency.
Project Term :
If any delay is caused in the execution of the work due to the client, the client shall pay for any additional expenses.
If the project extends beyond a period of 10-12 months, if otherwise stated in the timeline, the project fee will be revised by a minimum of 25% for the next 6 months.
Settlement of Disputes :
All disputes and/or differences arising out of or connected to this Agreement, failing amicable settlement shall be referred to an Arbitrator mutually agreed upon by both the parties under the Arbitration and Conciliation Act, 1996 and such Arbitration shall take place in New Delhi. The Award of the Arbitrator shall be binding on both parties.
Termination Clause :
Either Party shall have the right to terminate this Agreement by giving the other Party 30 days written notice in advance. If, after project commencement, client communication (face-to-face, telephone, or email) stops for a period of 30 days, the project may be cancelled, in writing by the Agency. A Cancellation fee for work completed shall be paid by the Client, with the fee based on the stage of project completion. The fee shall not exceed 100% of the total project cost. If the project is cancelled post the strategy and positioning of the project is presented a minimum of 85% cancellation fee would be charged, since most of the project ideas would have been shared at the strategy and branding stage 01. Until full payment is made to the Agency, all rights, title and interest, in and to the Intellectual Property Rights including but not limited to all copyright in the final approved Work shall vest with the Agency.
Consequences of Termination :
Upon termination of this Agreement, prior to project completion, the Agency shall be paid as per the amount of Work that has been completed. Further, upon termination prior to project completion, all rights, title, and interest in and to the Intellectual Property Rights, including Copyright, Design, etc., in respect of the final approved “Work” conceived, created, and developed for the Client during the course of this Project shall vest exclusively with the Agency.
Relationship Between the Parties :
The relationship between the parties under this Agreement is on a principal-to-principal basis and notwithstanding its nomenclature, the Agency is an independent contractor. Neither the Agency nor its employees, representatives, servants, agents, sub-agents or such other persons are or shall ever be deemed to be employees, representatives or agents of the Client for any purpose and shall have no power or authority to represent, act for or bind the Client in any manner.
Approvals & Authority :
Client to provide written approvals and sign-offs on all artworks before releasing for production. The agency will not be liable for any errors found in the artworks post client approvals written or by mail. The Client shall approve production cost estimates submitted by the Agency in advance. Receipt of a written approval shall constitute sufficient authority for the Agency to proceed with the purchase of production materials in accordance with the approved production cost estimates. All artworks will be provided through a Google Drive Link and in case open files are required for the final work, the client is liable to pay an additional amount for the same. Exceptions for open files include brand logo, brand colours, & brand packaging. These will be shared at no additional cost.
Confidentiality :
The Agency undertakes that it shall keep strictly secret and confidential and shall not disclose, divulge, or reveal during the subsistence of this Agreement or at any time thereafter, all technical, monetary, proprietary and business information, communicated or given by the Client relating to its products, projects, plans and business associations, whether disclosed or communicated to the Agency under this Agreement or gained or otherwise acquired by the Agency under or by virtue of or as a result of the implementation or performance of its obligations under this Agreement.
General Notes :
Client shall provide the Agency with facts, information and materials relevant to the project’s progress. Delay or inability to do so might affect the timelines & deliverables. Payments must be released on arrival at various signposts to enable smooth and speedy progress of the project. In the event of delay, work on the project will be paused, and commence on payment of dues.
Permitted Use :
The Client hereby agrees and acknowledges that the Client shall provide the Agency with samples of the final approved “Work” created for the Client during the course of this Project. Such samples shall be representative of the highest quality of work produced. The Client hereby grants the Agency permission to use samples of the final approved “Work” created for the Client during the course of this Project for publications, exhibition, or other promotional purposes. The Client further grants the Agency permission to take photographs of the final approved “Work” and to use such photographs for publication, exhibition, or other promotional purposes.
