1. Cooperation between the parties to the contract
You shall provide all the documents, information, and data necessary to deliver the agreed services in the form as requested. No project shall begin without filling in the right questionnaire.
2. Service delivery
We shall deliver ALL the services from our own premises unless otherwise agreed upon. In case we agree to work from your premises, you shall provide adequately equipped workplace(s).
3. Changes in any project
We shall STRICTLY deliver the solution(s) agreed upon when starting the project. Any additions, alterations, changes in content, layout, or process changes requested will cost you more. The exception being mutually acceptable cases, where KARABACH MEDIA will make a maximum of 3 changes.
KARABACH MEDIA retains all rights of ownership of all pre-final production work samples, sent to the client for approval. The client shall not reproduce, distribute, edit, or use these samples without documented consent from KARABACH MEDIA.
All samples sent to you via any media shall be for approval and disapproval purposes only. If you don’t respond within 48 (forty-eight) hours after receiving a sample of work, it will be assumed as approval by us to continue with the project as it is.
In the event of cancellation of an assignment, ownership of all copyrights and the original artwork shall be retained by KARABACH MEDIA, unless the client requests for the work as it is.
Cancellation fee for work completed, and expenses already incurred, shall be paid by the Client. A 100% cancellation fee is due once the project has been finished, whether delivered to the client or not
Cancellation shall be in writing.
6. Changes in deadlines and scope of services
The scheduled deadlines agreed upon shall be extended appropriately if KARABACH MEDIA can’t deliver services for reasons beyond our control. Such reasons shall include any delays or substandard products/services/support supplied by the client, also mobilization of troops, war, insurrection, natural disasters, changes in laws after the conclusion of the Contract, strikes, or lockouts (“force majeure”).
Any additional expenses arising to KARABACH MEDIA from such events shall be borne by the client.
Changes in the scope of services in terms of quality and/or quantity (change requests), especially changes in the client requirements specification or the accepted specifications, shall be subject to a written agreement, with the related deadlines and compensations having to be adjusted accordingly.
Unless otherwise agreed upon, KARABACH MEDIA shall provide extra services only against applicable payment to be agreed in advance in writing.
7. Remuneration and retention of title
The Client shall reimburse Karabach Media for all expenses arising from this assignment, including the payment of any sales taxes due on this assignments, and shall advance Karabach Media for payment of said expenses, including but not limited to Stock Photography, Artwork, Voice Artists, and or any other material needed for the project.
Duplication costs are not included at the time the quotation is prepared unless the client requests.
As far as KARABACH MEDIA provides services at fixed prices (fixed or all-in prices), KARABACH MEDIA shall be entitled to request an advance payment of at least seventy percent (70%) of the fixed price (fixed or all-in price).
The remainder shall be paid depending on the progress of service delivery (“milestones”).
Payment shall be due within ten (10) days from the date of the invoice without deductions unless there is a documented payment agreement.
Should the client’s default in payment exceed fourteen (14) days, KARABACH MEDIA shall have the right to cease the delivery of all services without the need of so notifying the client in advance.
For Web Design services, KARABACH MEDIA shall have the right to take down the website without the need of notifying the client should they default in payment.
The grant in full, of any license right of copyright including login details for the website, is conditioned on receipt of full payment.
The client is to pay for all services and products provided by KARABACH MEDIA whether they use the products or not, since the work has already been done as requested.
The client shall not have the right to withhold or offset payment on the grounds of any warranty claims or other claims unless approved of in writing by KARABACH MEDIA or asserted by court order.
Unless otherwise agreed upon, the client shall not have the right to use the products and services delivered by KARABACH MEDIA until having fully paid up all amounts due to KARABACH MEDIA.
All fees, taxes and duties arising under this Contract, such as for instance legal transaction fees, import taxes or withholding taxes, shall be borne by the client. In case KARABACH MEDAI is charged with any such fees, taxes, or duties, the client shall fully indemnify KARABACH MEDIA against any payments thereof.
The fees and expenses shown are minimum estimates only. Final fees and expenses shall be shown when the invoice is rendered. The fees and expenses shown are minimum estimates only unless the quote and/or invoice is clearly marked Firm Quote
All invoices are payable within 30(thirty) days of receipt unless there is a documented payment agreement. A 5% per month service charge is payable on all overdue balances for reissuing each invoiced at 45, 60, 75, and 90 days from the date of the original invoice.
10. Acceptance and Warranty.
As far as the design services (shortly called “designs”) are to be created or adapted by KARABACH MEDIA, such designs shall be submitted to acceptance procedures by the client immediately after they have been made available for acceptance.
If defects are identified during acceptance, KARABACH MEDIA shall remove the defects within a reasonable period of time at no cost to the client and then make the designs available for renewed acceptance.
If the client fails to perform acceptance procedures for any reason other than the presence of a major defect that significantly impairs the use of the designs, the designs shall be considered accepted 1(one) week after having been made available for acceptance, but in any case as soon as it is being used or passed on by the client.
These provisions shall apply mutatis mutandis to documents, such as detailed specifications or client requirements specifications, to be drawn up by KARABACH MEDIA under the Contract. After acceptance by the client, such documents shall be regarded as the only basis for service delivery by KARABACH MEDIA.
Defects that occur within a warranty period of 1 month after acceptance of the designs are duly given notice of by the client in writing shall be cleared by KARABACH MEDIA within a reasonable period of time at no cost to the client.
As regards design scopes which the client has extended, KARABACH MEDIA shall provide a warranty up to added extension.
In all other respects, warranty for designs modified by the client without the prior consent of KARABACH MEDIA shall be excluded, even if a fault occurs in a non-modified part unless the client proves that there is no causal relationship between the fault and the modifications made by the client.
As far as the delivery of services by KARABACH MEDIA includes the delivery of services and products supplied by third parties, the special terms and conditions of warranty of the respective vendor shall prevail.
Any claims for warranty raised by the client exceeding those mentioned in the present General Terms and Conditions shall be excluded, irrespective on which legal grounds they might be based.
To the extent permitted by mandatory law, KARABACH MEDIA shall in no case be liable for indirect damage, loss of information or data, operating interrupts, loss of earnings, and other consequential damages.
Client agrees, shall not hold KARABACH MEDIA agents or employees liable for any incidental or consequential damages that arise from KARABACH MEDIA failure to perform any aspect of the project in a timely manner, if such failure was caused intentionally, unintentionally or negligent acts or omissions of Client, any client representatives or employees, a third party or factors beyond the control of Karabach MEDIA e.g. Breakdowns, Power Blackouts, Riots etc. The client shall be updated in case such unforeseeable circumstances occur.
The Client shall indemnify KARABACH MEDIA against all claims and expenses, including attorney’s fees, due to the uses for which no release was requested in writing or for uses that exceed authority granted by a release.
Any warranty and damage claims from the client other than those expressly mentioned in these General Terms and Conditions, irrespective of the legal grounds they might be based on, in particular those due to loss or damage resulting from consulting, support in the implementation of design products, or software product defects, shall be excluded unless there is an obligatory liability, as for instance for damage caused intentionally or by gross negligence proved by the client.
12. Dispute Resolution
All disputes arising out from a Contract, including or related to it, including those arising from or concerning its interpretation, invalidity, performance or termination, as well as the disputes for filling gaps in a Contract or its adaptation to newly established facts, shall be settled by an amicable effort of both parties.
Any disputes in excess of maximum limit for small-claims court arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the Kenyan Law.
The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The client shall pay all arbitration and court cost, reasonable attorney’s fees, and legal interest on any award of judgment in favor of KARABACH MEDIA.
All actions, whether brought by the client or by KARABACH MEDIA will be filed in KARABACH MEDIA’s county of business.
13. Term of Contract
KARABACH MEDIA shall deliver the consulting and design services either for the duration of the project agreed upon with the client or for the duration agreed upon in the Contract.
As far as services under this Contract are provided on an ongoing basis, each of the parties to the Contract shall have the right to terminate the Contract in writing by registered mail giving 1-month notice. Any designs not yet accepted at the time the Contract is terminated shall in any case be completed and compensated for under the terms and conditions of the Contract.
In all other respects the parties to the Contract shall have the right to prematurely terminate, in writing by registered mail, a Contract concluded for an indefinite period of time for good cause.
Good cause shall exist, in particular, when the other party’s property and assets are subjected to insolvency proceedings or when the opening of such proceedings is rejected due to a lack of assets, or when the other party to the Contract violates material obligations under the Contract, in particular, payment obligations, so that the terminating party can no longer be reasonably expected to continue the Contract..
14. Concluding clauses
Collateral agreements and alterations to the Contract need be made in writing in order to be effective.
If any of the provisions of the Contract is or becomes invalid, this shall not serve to invalidate the remaining provisions thereof. In such cases, the parties shall make every effort to find provisions whose business results would match those of the invalid provision as closely as possible.
15. Modifications on terms of agreement
This agreement is applicable to all services and products Karabach Media provides for the client from the time of signing. Modifications of the terms of this contract must be written and authorized by both parties, involving the implementation of a new version of the contract as a whole following standard procedure of documentation and approval.