Terms and Conditions for Kobe Visuals Ltd Clients
S1.0 Services Rendered
You the Client shall provide Kobe Visuals Ltd with a detailed description of the work/project. This description will be finalised and confirmed via a written agreement or email confirmation, to ensure mutual understanding of the project scope.
2.0 Mutual Cooperation
We agree to use our best efforts to fulfil and exceed your expectations on the deliverables listed in the description of the work/project. You agree to aid us in doing so by making available to us needed information pertaining to your website/service and cooperating with us in expediting the work.
3.0 Charges for Services Performed
Requests exceeding the agreed budget and functionality specifications are considered out-of-scope. An amendment to the budget and project scope will be proposed for such requests, requiring written approval through a change order process.
4.0 Terms of Payment
4.1 BILLING SCHEDULE
We’re sure you understand how important it is as a business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule. Kobe Visuals Ltd will invoice the Client for twenty per cent (20%) of the initial total cost at the point of the project being agreed which will act as the deposit. The remaining eighty per cent 80% will be billed once the service/project is complete and ready for final delivery. The Client will supply Kobe Visuals Ltd with all necessary purchase order numbers and other internal information required for invoice processing (if applicable).
4.2 CLIENT AGREEMENT TO PAY
You agree to pay our initial (1st) invoice upon receipt, which will act as a deposit for the service/project. Every invoice after that will have 15-day payment terms. In the event payment is not made within 15 days, Kobe Visuals Ltd will charge a late payment fee of 5% per month on any overdue and unpaid balance, not in dispute to cover the manpower, interest, and other costs Kobe Visuals Ltd pays for carrying overdue invoices from the Client. In addition, Kobe Visuals Ltd reserves the right to stop work until payment is received.
4.3 COLLECTION COSTS
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
5.0 Cancellation of Plans
You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimise such costs and expenses.
6.0 Responsibilities of Kobe Visuals Ltd and the Client
6.1 KOBE VISUALS RESPONSIBILITY FOR RELEASES
As standard, we shall obtain commercial use releases, licenses, permits or other authorisation to use music, voice-overs, testimonials, copyrighted materials, photographs, artwork or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).
6.2 THIRD PARTIES COMMERCIAL USE RIGHTS
Commercial use licence covers unlimited use on online platforms including use on YouTube, Facebook, Instagram, TikTok, Twitch, podcasting platforms, websites, digital ads and unlimited boosts on social media posts. This does not cover usage for Video on Demand (VOD), Streaming Video on Demand (SVOD), Pay-per-view, local radio or TV. Should this be required we can obtain the necessary licences from the third parties. This would be at a separate cost depending on the third parties licencing fee which the Client agrees to pay.
6.2 CLIENT RESPONSIBILITY FOR RELEASES
You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves or that you have permission to use them. Then when your final payment has cleared, the copyright will be automatically assigned as follows:
The Client will own the copyright for all material created by Kobe Visuals Ltd under this agreement, Kobe Visuals Ltd can sample and reuse only with consent from the Client. Any music, voice-overs, testimonials, copyrighted materials, photographs, artwork or any other property or rights belonging to third parties will be under the commercial use licence provided by Kobe Visuals Ltd for free.
6.3 CLIENT RESPONSIBILITY FOR ACCURACY
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
7.0 Confidentiality
Kobe Visuals Ltd acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Kobe Visuals Ltd on behalf of the Client or disclosed by the Client to Kobe Visuals Ltd.
8.0 Term and Termination
8.1 PERIOD OF AGREEMENT AND NOTICE OF TERMINATION
This Agreement shall become effective as of the project start date and shall continue until terminated by either party once the service/project is completed or terminated.
8.2 TERMINATION FOR CAUSE
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default are not cured within thirty (30) days of the receipt of notice of said default or if the default is not reasonably curable within the said period of time unless the defaulting party commences cure within the said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction if the other party makes an assignment for the benefit of creditors if a trustee or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
8.3 PAYMENT FOR NON-CANCELABLE MATERIALS
Any non-cancelable materials, services, etc., we have committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimise such liabilities immediately upon written notification from you. We will provide written proof, upon request of the Client, that any such materials and services are non-cancelable.
8.4 MATERIALS UNPAID FOR
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
8.5 TRANSFER OF MATERIALS
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by the Client to Kobe Visuals Ltd, Kobe Visuals Ltd shall transfer, assign and make available to the Client all property and materials in its possession or control belonging to the Client. The Client agrees to pay for all costs associated with the transfer of materials.
9.0 General Provisions
9.1 GOVERNING LAW
This agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England.
9.2 REPRESENTATIONS AND WARRANTIES
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
9.3 ENTIRE AGREEMENT
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
9.4 SEVERABILITY
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.