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The subsequent terms and conditions are applicable to the Contract (as defined herein) and every subsequent request for the provision of services and/or materials that One2one Studios receives from the Client (as defined herein), unless it is otherwise agreed in a written document.

 

The transmission of a request by the Client to One2one Studios for the provision of services and/or materials shall be deemed as the Client's acceptance of these terms.

 

These terms shall hold precedence over any other terms and conditions of the Client, regardless of whether they are attached to, enclosed within, or referred to in any purchase order from the Client or elsewhere.

 

These terms may only be amended through a written agreement between

One2one Studios and the Client.

TERMS &

CONDITIONS

DEFINITIONS

In accordance with these terms and conditions, the subsequent terminology shall bear the interpretations as denoted herein:

  1. ‘Brief’ refers to either (a) a document detailing the Deliverables, their proposed use, and any predetermined schedules for supply, signed off by the Client and provided ahead of the Contract's finalization, or (b) in cases where no such written brief exists, the instructions given by the Client to One2One Studios and One2One Studios written acknowledgement to the Client of such instructions, which will be considered as irrefutable evidence thereof.

  2. The term 'Client' refers to the individual, firm, or company engaging in business transactions with One2One Studios.

  3. A 'contract' refers to the agreement in which One2one Studios undertakes any services as directed by the client.

  4. 'Deliverables' refer to the services that One2one Studios is committed to supplying under a contract.

  5. A 'proposal' refers to any proposal or quotation furnished by One2One Studios to the Client, and which is mutually agreed upon by both parties.

  6. 'Retainer' refers to a contract where One2one Studios commits to providing consistent services, either for a predetermined number of hours/days every month, or for a specific service routinely each month (or other mutually agreed upon intervals).

  7. 'Services' refers to activities such as marketing, among other services, which both parties agree that One2one Studios will provide to the Client.

OBLIGATIONS

One2one Studios is committed to utilizing its best care and expertise in the production and provision of deliverables to our clients, in accordance with the brief and any other requirements previously identified.

PROJECT DELIVERABLES & CHANGES

The client assures that the project brief is accurate in all aspects.

 

As the job cost and any predetermined delivery dates will be agreed upon based on the brief, any changes made post-contract conclusion, whether due to client modifications, delays in providing One2one Studios with required materials, information, instructions, authorizations, faulty materials supplied to One2one Studios, or any other circumstances beyond One2one Studios' control, may lead to additional charges for One2one Studios time and work, and could potentially cause delays in delivery.

 

The client will bear these extra charges and reimburse One2one Studios for any additional expenses incurred based on the original brief.

FEES & PAYMENT TERMS

  1. The fees due will be determined based on One2one Studios standard daily/hourly rates, which are subject to change by One2one Studios over time.

  2. Fees for services provided under a retainer agreement will be billed monthly in advance, or as otherwise specified in the proposal.

FOR RETAINER PROJECTS

  1. The services offered are projected at a total price as specified in the Proposal/Estimate.

  2. One2One Studios will bill the client for all third-party expenses outlined in any proposal, or as mutually agreed upon with the client. One2One Studios retains the right to keep any rebates or discounts offered by the relevant third party without offering these savings to the client.

  3. When it comes to services provided in the form of a Project, One2one Studios will issue an invoice to the client upon completion. This invoice is payable, in cleared funds, within 14 days of receipt.

  4. Before initiating any project, One2one Studios requires an upfront payment of 50% from the client. Upon completion and with the client's approval, the remaining balance is expected to be settled before the project materials and files are handed over.

  5. Without intending to infringe on any other rights or remedies available, if the Client does not make payment to One2one Studios by the due date, One2one Studios may:

  6. Apply a 5% annual interest rate to the amount starting from the due date of payment.

  7. Suspend all the current services & hold the upcoming requirements until all the dues have been cleared.

ON PROJECT BASIS

STANDARD RIGHTS

All Intellectual Property Rights linked to the Deliverables (excluding materials provided by the client) that emerge in relation with the Contract shall be owned by One2One Studios.

 

Additionally, One2One Studios will grant the client a royalty-free standard license for these Intellectual Property Rights.

 

This license takes effect upon payment of the associated invoice, allowing the client to utilize the Deliverables for the outlined purposes, within the specified territories, and in regard to the products or services defined within the Brief.

APPROVALS

  1. Once the client has provided written approval of the final designs, copy, layouts, and scripts, One2One Studios will have the authority to proceed further with the project. This will also enable us to work on the subsequent tasks necessary for project closure.

  2. When artwork or other materials are sent to the Client for final approval, it's the Client's responsibility to thoroughly review and notify One2One Studios of any necessary corrections or modifications via email. While One2One Studios will make every reasonable effort to accommodate such changes, please be aware that we reserve the right to levy additional charges if these modifications either exceed the original Brief or are reported to One2One Studios more than 5 business days after the materials have been delivered to the Client. If the Client fails to report any errors prior to publication or delays this process, One2One Studios cannot be held accountable for any such oversights. Similarly, One2One Studios will not be liable for errors in instances where the Client does not compensate for proofs or mock-ups, manage the print and production process, or allocate adequate time in the production schedule to review layouts, copy, pagination, or other content elements. Please note, One2One Studios cannot guarantee that all colors will be exactly replicated in the final published version.

COMPLIANCE

The Client alone is responsible for ensuring compliance of the Deliverables with all local laws, whether they are consumer, public, or civil, regulations, and codes in any country where usage is intended as per the Contract.

 

The Client is also tasked with ensuring that the Deliverables include any disclaimers, warnings, and public information that a competent attorney practicing in the relevant jurisdictions would recommend.

 

Consequently, the Client agrees to shield One2One Studios and its employees or agents from any liability, costs, loss, damages awarded, any payments due to settlements, or other expenses of any kind (including reasonable legal fees), that may arise from any claims, demands, or actions alleging that the Deliverables, or their usage, contravene any laws, codes, or regulations in any country

PUBLICITY

One2One Studios retains the ongoing right to use the Deliverables for the purpose of advertising or promoting our work.

 

This may include showcasing in our online and offline portfolios, unless specifically objected to and informed by the client prior to the commencement of the project.

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Unless otherwise agreed upon, the client is expected to credit all design work provided as part of the deliverables with the phrase, 'Design by One2One Studios' (or any approved variants).

 

One2One Studios reserves the right to request the omission or removal of this credit in specific cases. In such instances, the client agrees to comply within 10 days.

 

However, this does not obligate the client to alter material that has already been produced or published.

REJECTION OR CANCELLATION

Unless a cancellation fee has been previously agreed upon, the Client holds no rights to terminate the Contract, claim a breach of Contract, or seek any form of cancellation, reduction, or reimbursement of the Job Cost based on style or composition.

 

Upon finalizing the Contract under these terms and conditions, any subsequent cancellation by the Client would incur a liability equal to the full Job Cost, as if no cancellation had occurred.

STORAGE AND RECOVERY

All project files associated with the project stored at One2one Studios will only be available for client access for 30 days following project completion, should there be a need to recover lost files.

 

After this 30-day period, One2one Studios will not hold any responsibility to provide or recover any lost files that were delivered upon project completion.

SUB-CONTRACTING

One2One Studios maintains the right to subcontract any or all obligations under this contract, with or without the consent of the client. It's understood that such consent will not be unreasonably withheld or delayed.

 

Furthermore, One2One Studios reserves the right to assign the benefits and burdens of its rights and obligations under this contract to any other entity.

CONFIDENTIALITY

Neither party is permitted to disclose any confidential information provided about the other during the terms of this contract or any discussions prior to the contract.

 

This does not include information that is already part of the public domain, unless it became public due to a breach of this clause or any other confidentiality obligation.

TERMINATION

Either party has the right to terminate the contract by providing written notice to the other party.

 

If the client maintains a silent period exceeding one month after entering into the contract, the project will be moved to a dormant state.

 

This could potentially lead to a revision of the contract fee should the client choose to resume.

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