1.Definitions

The following terms as used herein shall have the meaning as stated:

1.1 “Agency” means Medea Advertising Agency.

1.2 “Conditions” means these Conditions of Supply;

1.3 “Confidential Information” means any information disclosed by one (the disclosing party) to another (the receiving party) if the disclosing party has notified the receiving party that the information is confidential or the information could reasonably be supposed to be confidential;

1.4 “Contract” means any contract between the Agency and the Client for hiring the agency to provide its expertise;

1.5 “Client” means any person, firm, company or other organisation who is the addressee of the Agency’s quotation or acceptance of project issued by the Agency;

1.6 “Deliverables” means all documents, files and materials developed by the Company or its agents, subcontractors, consultants and employees in relation to the Services in any form, including, without limitation, computer programs, data, reports and specifications (including drafts);

1.7 “Intellectual Property Rights” means any design rights, utility models, patents, inventions, logos, business names, trademarks, domain names, copyright, moral rights, rights in databases, source codes, reports, drawings, specifications, know-how, trade secrets, rights in software.

1.8 “Services” means any expertise agreed in the Contract to be performed by the Agency for the Client (including any part or parts of them).

 

 

 

2. Application of Conditions and Description of Services

2.1 The Agency accepts all quotations and project agreements subject exclusively to these Conditions. These Conditions will take precedence over any other terms and conditions that the Client may bring to the Agency's attention.

2.2 A quotation is provided with the understanding that a contract will not be established until the Agency accepts the Client's project in accordance with the conditions outlined in clause 2.3. The validity of any quotation is limited to 30 days from its date, unless the Agency withdraws it before that period elapses.

2.3 The initiation of a project following any quotation or other indication of price shall not be binding on the Agency unless and until accepted by the Agency in writing.

2.4 The Client shall ensure that the terms of project and any Input Material and/or any applicable specification are complete and accurate.

2.5 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Agency shall be subject to correction without any liability on the part of the Agency.

2.6 The Agency accepts projects only on the basis that those instructing the Agency do so as principals and are therefore liable directly to the Agency for all payments of account.

2.7 No project of the Client may be cancelled by the Client, except with the Agency’s express agreement and on such terms as the Agency may require.

2.8 No project of the Client may be varied, altered or deferred by the Client, except with the agreement in writing of the Agency.

2.9 The quantity and description of the Services shall be as set out in the Agency’s quotation or acknowledgement of SOW.

2.10 All samples, drawings, descriptive matter, specifications and advertising issued by the Agency and any descriptions or illustrations contained in the Agency’s website, SOW, screen shares are issued or showcased for the sole purpose of giving an approximate idea of the Services/expertise described in them. They shall not form part of the Contract and this is not a sale by sample.

2.11 The Agency has no obligation to accept any variation to the Contract requested by the Client, whether by addition, substitution or omission (or, without limitation, to the Services to be provided under the Contract) and no such request shall be deemed to be accepted in the absence of the Agency’s written agreement to the variation.

2.12 The Services are provided for the Client’s sole and exclusive use and shall not be used or relied upon by any third party.

 

 

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3. Terms of Payments

3.1 Prices for the Services, however given, are based on conditions ruling on the date of their giving and are subject to change. The effective price for the Services shall be the price confirmed by the Agency in its written notification of acceptance of the Client. Where appropriate, the Services will be charged at the Agency’s then-current rates.

3.2 The Agency reserves the right, by giving notice to the Client at any time before provision of the Services , to increase the price of the Services to reflect any increase in the cost to the Agency which is due to any factor beyond the control of the Agency (such as, without limitation, any foreign exchange fluctuation, currency regulation, any increase in the costs of labour, materials or other costs of production), any change in delivery dates, quantities or specifications for the Services which is requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give the Agency adequate, accurate or complete information or instructions.

3.3 Unless specified otherwise, the quoted price will exclude GST, which will be applied at the applicable rate on the date when the invoice is raised.

The price of the Services excludes any disbursements incurred (including but not limited to travel, photography, copywriting, stock imagery, courier and other reasonable costs, charges and expenses) which will be separately charged to the Agency.

3.4 Any waiver or reduction of any price will only be applicable if agreed by the Company in writing. 3.5 All payments shall be made without any deduction, withholding or set-off.

3.6 Failure by the Client to pay any invoice by its due date shall entitle the Agency to:

(a) suspend any warranty for the Services or any other services supplied by the Agency to the Client, whether or not they have been paid for;

(b) terminate the Contract, or suspend or cancel any future performance of Services; and

(g) cancel any discount (if any) offered to the Client.

3.7 All other invoices shall be paid in full within 28 days of the date of invoice unless otherwise agreed in writing.

 

 

 

 4. Force Majeure

The Agency retains the right to postpone the provision of Services, cancel the Contract, or decrease the quantity of Services ordered by the Client (without incurring liability to the Client) if circumstances beyond the reasonable control of the Company impede or delay its business operations. These circumstances include, but are not limited to, Acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes, or delays affecting carriers. Additionally, it encompasses any inability or delay in obtaining sufficient or suitable materials, or the failure or termination of any source of supply.

 

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​5. Confidential Information and Intellectual Property Rights

5.1 The Client and the Agency agree that in the course of the Agency providing the Services to the Customer, the parties may disclose to each other certain Confidential Information. The Client and the Agency agree that each party will maintain the Confidential Information’s confidentiality and not disseminate it to any third party without the disclosing party’s prior written consent, save that this obligation shall not apply to any Confidential Information that either party has a duty (whether legal or otherwise) to communicate or that is in the public domain or is already in the receiving party’s possession through no fault of the receiving party. Neither party shall use any Confidential Information for any purpose other than the discharge of its respective obligations under the Contract.a) The client’s confidential information shall include, but not be limited to, information and data relating to the client's and its subsidiaries’ business and their financial performance and results.

b) The Agency’s confidential information shall include, but not be limited to, details of its fees, costs and unused work and concepts that it has produced. The resultant design work will be used in the Agency’s portfolio unless agreed otherwise in advance.

5.2 The Client acknowledges the Agency’s ownership of any and all Intellectual Property Rights in any Deliverables and in any Services provided to the Client pursuant to the Contract and agrees not to contest the Agency’s ownership or use of any such Intellectual Property Rights. The Client acknowledges, without limitations, that all Intellectual Property Rights developed by the Agency while performing any Services shall be irrevocably and entirely owned by the Agency.

5.3 Unless expressly agreed otherwise in written form, the copyright and all other intellectual property rights related to the design, artwork, copy, and any other work created by the Agency under this agreement shall exclusively belong to the Agency. The intellectual property rights associated with design, artwork, copy, and other work produced by third parties will remain with those third parties, unless the Agency secures a valid assignment of such rights.

 

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6. Warranty/ Responsibility

6.1 The Agency warrants (subject to the other provisions of these Conditions) that the Services will be performedwith reasonable skill and care.

6.2 Any deficiency in the performance of the Services shall be notified to the Agency within 7 days of completion of the performance of the Services; otherwise, the Services shall be deemed to be satisfactory and a charge will be made for additional rectification work.

6.3 The Agency shall not be liable for any breach of any warranty in clause 6.1, if: the deficiency arises from any Input Material, instructions, specification or design supplied by the Client, or from any other cause which is not due to the neglect or default of the Agency.

 

 

 

 

7. Particular Requirements Applying To Certain Services

7.1 All work is based upon the Client’s responses to the questionnaire provided to the Client before any work commences; the Client’s responses essentially comprise the ‘brief’ to the Agency and if the Client subsequently causes this brief to change substantially, the Agency reserves the right to impose additional charges.

Where the Company is to provide graphic design and branding services to the Client:

7.2 The parties shall agree a detailed project specification with respect to any graphic design and branding services to be undertaken by the Agency. Any amendments proposed to the project specification must be made in writing and delivered to the other party. If such proposed amendments incur additional expense the Agency is entitled to seek further payment to cover such expense. The Client agrees that the Agency holds no responsibility for any amendments made by any third party, before or after the final proof is signed off by the Client.

7.3 Any indication given by the Agency of a project’s duration is to be considered by the Client to be an estimate. The Agency cannot be held responsible for any project overruns, whatever the cause.

7.4 The Agency will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. The Agency also reserves the right to refuse to include submitted material without giving a reason. If the Agency includes images and/or data in good faith, and subsequently discovers them to be in contravention of its inclusion policy or any law or regulation, the Client is obliged to allow the Agency to remove the offending material without hindrance, or penalty. The Agency shall be held in no way responsible for the inclusion of any such material.

7.5 In the case of multiple design concepts[variations], only one is considered to fulfil the Contract unless otherwise agreed in writing. The Agency retains ownership of all other design concepts, unless explicitly stated otherwise in writing. If the Client wishes to acquire rights to an alternative variation for brand identity, half of the branding amount will be charged for the delivery of the additional variation.

7.6 When supplying text, images, or other data for inclusion in the Client's artwork, the Client asserts that it possesses the necessary Intellectual Property Rights permissions. The ownership of such materials remains with the Client or the rightful owner of the Intellectual Property Rights. The Client is responsible for obtaining legal clearance for materials before publication.

7.7 Validating the selected name includes checking domain name availability, digital uniqueness, and presence, along with verifying its availability on India's filing website. Clients are encouraged to pursue comprehensive legal confirmation beyond this phase. The Agency holds no responsibility for trademarks and filing registration of brand names it has suggested.

7.8 The Client will be responsible for purchasing the website domain[URLs] and hosting space, and these expenses will not be encompassed in the pricing for the expertise in website design and development.

7.9 Subsequent modifications or alterations to the web development beyond the initial build will be treated as amendments, and their implementation will be subject to a separate quotation. Any additional changes or updates to the website design or functionality will incur associated costs, which will be outlined and agreed upon in advance through a formal quotation process.

7.10 Should the Client choose to enlist a third-party developer at a later date to build a website or application initially designed by Team Medea, our responsibility does not extend to any deficiencies or failures in the successful delivery of the website or application by the selected third party.

7.11 Charges for all extensions, both external and internal APIs and SEO services will be invoiced separately.

7.12 Proposals do not include cost for print collateral or media buying spend (where appropriate).

7.13 If the Client fails to provide necessary information or adhere to the agreed-upon payment plan or project timeline plan, it may lead to the project being suspended or experiencing delays.

 

 

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8. Suspension and Termination

8.1 Without affecting any other rights or remedies available to the parties, either party may terminate the Contract without incurring liability to the other party immediately upon providing notice if:

(a) The other party fails to pay any due amount under the Contract by the specified payment date and remains in default for at least seven days after receiving a written notification to rectify the payment;

(b) The other party commits a material breach of any Contract terms, and if the breach is remediable, fails to remedy it within 30 days after receiving written notice of the breach;

(c) The other party repeatedly breaches Contract terms in a manner indicating a lack of intention or ability to fulfil the Contract;

(d) Court applications, orders, or appointments of administrators are made concerning the other party;

(e) The other party suspends, ceases, or threatens to suspend or cease a substantial part of its business;

(f) The contract may be terminated without prior notice in the event of the Client's bankruptcy, insolvency, or liquidation, or if any distress, execution, or legal process is imposed upon the Client's assets. Additionally, termination may occur if a receiver is appointed over any part of the Client's assets or in the case of a persistent breach by the Client of any of its obligations.

8.2 The termination of the project will be communicated in writing, ensuring that both parties are fully informed about the status of the termination.

3.3 The project will be subject to permanent suspension and termination if the client fails to communicate with the agency within 2 months from the last point of contact. In such cases, the client will be held accountable for not responding to the agency's written emails and causing an indefinite halt to the project without prior notice, compromising with the crucial work hours of the agency.

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