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Terms and conditions

Terms of service (also known as terms of use and terms and conditions, commonly abbreviated as TOS or ToS, ToU or T&C) are the legal agreements between a service provider and a person who wants to use that service. The person must agree to abide by the terms of service in order to use the offered service. The client and service provider shall be collectively referred to as the “parties”, the parties hereby agree to the following terms and conditions: 

Term

The term of this agreement shall commence as of the start date and shall subsist until the end date (“term”). The term of this agreement may be amended by the parties by mutual consent in writing.

Payment options

The client may choose to pay the service provider as follows:

  1. Complete upfront payment: the client has the option to pay the complete or 100% of the service fee upfront to the service provider for the services mentioned in this agreement.

  2. Partial upfront deposit: the client may partially pay the service provider for rendering services specified in this agreement (“upfront deposit”). The service provider reserves the right to set the upfront deposit amount (usually at least 50% of the service fee amount) which will be paid by the client.

Notwithstanding anything in this agreement, the service provider shall deliver and/or exchange high resolution files during the term solely if the client has paid the complete service fee. In the event the client has made partial payment or made an upfront deposit and residual amounts need to be paid prior to delivery of the deliverables (defined below), the service provider shall exchange low resolution files for collaboration purposes until receipt of the complete service fee

Cancellations and refunds

All amounts paid to the service provider are non-refundable (specifically the service fee and the upfront deposit amounts). Notwithstanding the foregoing, the service provider may choose to provide a partial or full refund in their sole discretion. Nothing in this agreement shall create an obligation on the service provider to provide refunds to the client unless required by the law.

Deliverables

The service provider will provide the final deliverables or including without limits cgi or 3d rendered photos and other deliverables (“deliverables”) solely in the following formats: either JPG or PNG or TIF or MP4

Completion schedule

The handover of the final deliverables will occur within time stated on the estimate commencing from the end date. Completion dates may be postponed from time stated on the estimate, based on how responsive is the correspondence with client or if necessary revisions were requested. The deliverables will be handed over once the entire balance outstanding (if any) is paid to the service provider.

Limited license

  1. The service provider grants limited display rights of the copyrighted deliverables governed by this agreement to the client, their successors and/or assigns, according to the following terms:

  2. Personal use: the service provider permits the client to display the deliverables for personal webpage, personal e-mail, and personal social media websites.

  3. Alteration and editing: the alteration of the final deliverables through the use of video enhancement software in any way, is strictly prohibited and is considered a copyright violation.

  4. Other terms: the client is prohibited from selling, submitting, to any third party, or making copies of the deliverables. Other utilization or reproduction is specifically prohibited without the express written consent of the service provider. Nothing contained herein shall be deemed a release of the service providers’ copyright.

Copyrights

As the author of all deliverables made pursuant to this agreement, service provider retains the copyright in and to all the deliverables. The parties agree that the deliverables are not “works made for hire” in accordance with Slovakia copyright act (act no. 185/2015) (“act”) § 24 hire and rental of the original of a work or a copy of a work and, other related provisions in the act, and that service provider retains those exclusive rights in the deliverables provided by § 13 of the act and other provisions of the act, including the rights to reproduce the copyrighted work, prepare derivative works based on the copyrighted work, distribute copies of the copyrighted work to the public, and display the work.

Model release

The client hereby assigns and grants the service provider and its legal representatives the irrevocable and unrestricted right to use and publish deliverables of the client, for editorial, trade, advertising or any other purpose and in any manner and medium; to alter the same without restriction; and to copyright the same.

The client hereby releases the service provider and its legal representatives and assigns from all claims and liability relating to said deliverables. It is agreed that the service provider may display and use the deliverables for advertising, display, website and internet promotion, photographic contests, public display such as in malls, photography books, photography instructional books, store fronts, window displays, studio display, television advertising, magazine advertising and any other purpose thought proper by the service provider.

Creative license

The client acknowledges that they are familiar with the service provider’s portfolio and are requesting services with knowledge of the service providers’ style. Accordingly, the client agrees that the deliverables are made based on the tastes of the client procured by the service provider through a brief submitted by the client (“brief”) and frequent collaborations throughout the term and, shall not be subject to rejection on the basis of taste, aesthetic criteria, or appearance. More details about the brief can be found at the service provider’s website at: https://welpix.com/knowledge/creating-a-brief/.

Stock images and assets

The service provider may in certain cases use images sourced or 3D assets from the internet to create or produce the deliverables (“stock images” or 3D assets). Although the service provider takes caution and utmost care before using the stock images or 3D assets to produce deliverables and procures necessary licenses to use the stock images or 3D assets, the service provider shall not be liable for any disputes, losses, damages, arising out of the use of such stock images or 3D assets claiming copyright infringement or other related claims from any person or third parties.

Limit of liability

The parties to this agreement, nor their affiliates, officers, directors, employees, attorneys, agents, or agents of agents shall have any liability for any action taken, or omitted in best professional judgement, in good faith and believed to be authorized or within the discretion or rights or powers conferred upon it by this agreement, provided, however, that such acts or omissions shall not have constituted a material breach of this agreement.

Except as otherwise agreed between the parties, neither party shall be liable for any special, indirect, incidental, punitive, or consequential damages suffered by the other party in connection with, arising out of, or in any way related to, this agreement and the total liability of the parties under this agreement shall in no event be in excess of the service fee.

However, in the unlikely event of the clients’ deliverables are lost, stolen, deleted or destroyed for reasons within or beyond the service provider’s control, the latter’s liability is limited to the return of the service fee. 

Non-guarantee

Although every possible care will be taken to produce the deliverables, the service provider does not place an unconditional guarantee on the above. The service provider will not be held responsible for any ruined deliverables due to any cause in or outside of the service providers’ control.

Termination

Termination by mutual consent. The parties may terminate this agreement at any time by written mutual consent. 

Termination for cause. Either party may terminate this agreement, effective upon written notice to the other party (the “defaulting party”), if the defaulting party materially breaches this agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the defaulting party does not cure such breach within 15 days after receipt of written notice of such breach.

Termination

If any provision of this agreement is held to be invalid or unenforceable under the law, the validity of this agreement as a whole shall not be affected, and the other provisions of the agreement shall remain in full force and effect.

Non-disclosure

This agreement has been freely negotiated and shall be recognized as the entirety of the agreement. Only those changes or modifications specifically placed in writing, attached, dated and signed by the client and the service provider at the time of acceptance of this contract shall be recognized as amendments to this contract. 

Amendments

The parties acknowledge that they may learn from each other, certain non-public personal and otherwise confidential information relating to each other’s business, including (without limits) customers, consumers or employees (“confidential information”). The parties acknowledge that improper use or revelation of confidential information, could cause serious injury to each other’s business.

The parties shall regard any and all information they receive which in any way relates or pertains to the parties, including their customers, consumers or employees as confidential.

The parties shall take commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose other than for the purposes of this agreement or as expressly and specifically permitted in writing by the parties as the case may be or as required by applicable law. This provision shall survive the termination of this agreement. 

Indemnification

Each party shall defend indemnify and hold harmless the other party, including their affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all claims of third parties, and all associated losses, to the extent arising out of (a) a party’s gross negligence or willful misconduct in performing any of its obligations under this agreement, or (b) a material breach by a party of any of its representations, warranties, covenants or agreements under this agreement. 

Force majeure

The service provider shall not be liable for any failure or delay in performance of this agreement, in whole or in part, where such failure or delay is caused by circumstances beyond service provider’s reasonable control, including but not limited to acts of god, severe weather, fire, terrorism, vandalism or civil riots, war, civil disturbance, pandemics, labor activity, or strike, court order or any other cause outside service provider’s exclusive and direct control.

Entire agreement

This agreement contains the entire understanding between the service provider and the client. It supersedes all prior and simultaneous agreements between the parties. The only way to change or add to this agreement is to do so in writing, and providing the document is agreed by all the relevant parties.

Choice of law and dispute resolution

This agreement shall be governed by the laws of slovakia.  In the event that litigation results from or arises out of this agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.

Miscellaneous

  1. This agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute the same instrument.

  2. Whenever possible, each provision of this agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

  3. All sections which, by their nature, ought to survive the termination of this agreement, shall survive.

  4. The service provider may hire subcontractors as needed for providing the services.

  5. Any notice or other communication provided for herein or given hereunder to a party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) or by email to the respective parties’ addresses as indicated in this agreement.

  6. Headings used in this agreement are provided for convenience only and shall not be used to construe meaning or intent.

  7. The parties affirm that they have entered into this agreement freely, voluntarily, and without reliance on any promises, representations, or other statements not contained in this agreement and have read and understood this agreement. 

  8. This agreement and any transaction under it do not create an agency, joint venture, or partnership between the parties. The company shall act as an independent contractor for the entire duration of this agreement. No party to this agreement shall act as an agent of the other parties to this agreement or have any authority to act for or to bind the other parties to this agreement unless specifically authorized in writing by that party.