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1.1 The following words shall have the following meanings:
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 In these Terms the singular includes the plural and vice versa.
2. SERVICE SELLER OBLIGATIONS
2.1 MAA agrees to provide the Artwork in accordance with this Contract.
2.2 This Contract is between MAA and the Client. The Client agrees that all communications relating to the Artwork shall be made only to employees of MAA
2.3 MAA shall use reasonable endeavours to meet any performance dates specified in the Client Order Confirmation.
3. CLIENT'S OBLIGATIONS
3.1 The Client shall:
(a) co-operate with all MAA employees in all matters relating to the Artwork;
(b) approve preliminary drafts and supply reference material;
(c) keep and maintain the Artwork in good condition, not use the Artwork other than as stated in the client’s Initial commission request, Client Order Confirmation or other written authorisation.
3.2 The person signing the Contract on behalf of the Client confirms that they have the requisite power and authority to enable them to enter into and perform this Contract and further confirms that they accept full responsibility for the payment of fees.
3.3 The Client shall be liable to pay to MAA, on demand, all reasonable costs, charges or losses sustained or incurred by MAA arising directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under this Contract, subject to MAA confirming such costs, charges and losses to the Client in writing.
4. APPLICATION OF TERMS
4.1 These Terms shall:
(a) apply to and be incorporated into this Contract; and
(b) prevail over any prior or retrospective inconsistent term or terms contained, or referred to, in the Client's purchase order, confirmation of order, acceptance of a quotation, or implied by law, trade custom, practice or course of dealing.
4.2 No offer placed by the Client for any artwork shall be accepted by MAA other than:
(a) by a Client Order Confirmation;
(b) by a purchase order signed by the Client accepting these
4.3 Estimates are given by MAA on the basis that no Contract shall come into existence except in accordance with condition 4.2.
5.1 Unless otherwise agreed in writing by MAA, delivery of the Artwork shall take place at the Client’s place of business or as set out on the Client Order Confirmation.
5.2 Any dates specified by MAA for delivery of the Artwork are intended to be an estimate only and time for delivery shall not be made of the essence by notice unless otherwise stated in the Client Order Confirmation. If no dates are so specified, delivery shall be within a reasonable time and will be subject to the Client complying with its obligations. If the work is delivered electronically in the resolution requested it will be deemed finished.
5.3 Requests for amendments made later than:
(a) three working days after the delivery of Artwork may be refused by MAA where they may interfere with subsequent commissions. In this case, no reduction in fee will be allowed; or (b) seven days after the delivery of the Artwork will be refused by MAA and it shall be conclusively presumed that the Artwork has been accepted.
6.1 All payments shall be made to MAA whose receipt shall be a full and sufficient discharge to the Client.
6.2 The Client shall pay the fees set out on the Client Order Confirmation or on a purchase order, the fees either confirmed in writing, by email or fax, or agreed orally prior to the Artist producing the Artwork (the Fee).
6.3 Delivery costs will be added to the Fees.
6.4 The Artwork will be supplied in paper form or digitally. If extra electronic or digital copies or prints are required additional fees may be charged.
6.5 The Client should pay for each project in two instalments. A deposit of 50% will be required before the work starts. The final balance will need to be paid before delivering the final art work.
6.6 For the avoidance of doubt, there will be no reduction in the Fee in the event either that there is no use in any media, or the level of uses is less than anticipated for the Artwork, unless this eventuality is specifically included in the Client order confirmation.
7. INTELLECTUAL PROPERTY RIGHTS
You own all the right of all the artwork. Unlike other agencies, Maa does not hold on to the rights of the illustrations once it has been handed over.
8. LIMITATION OF LIABILITY
8.1 This condition 8 sets out the entire financial liability of the MAA (including any liability for the acts or omissions of its employees and consultants) to the Client in respect of any breach of the Contract and any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Contract.
8.2 All warranties, terms and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
8.3 Nothing in these Terms limits or excludes the liability of MAA for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation.
8.4 Subject to condition 8.2 and condition 8.3:
(a) MAA will not be liable for: loss of profits; loss of business; depletion of goodwill and/or similar losses; loss of anticipated savings; loss of goods; loss of contract; loss of use; loss of corruption of data or information; any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
(b) total liability of MAA in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of this Contract shall be limited to the price paid for the Artwork.
9. TERMINATION AND REJECTION
9.1 The Client may terminate this Contract at any time.
9.2 Either party may terminate this Contract forthwith on giving notice in writing to the other if one party ceases to carry on business or commits any material breach of any term of this Contract and (in the case of a breach capable of being remedied) shall have failed, within 7 days after the receipt of the request in writing from the other to do so, to remedy the breach.
9.3 If the Contract is terminated prior to acceptance of the Artwork the following percentages of the Fee will be payable:
(a) The following percentages of the Fee;
(i) 25% before delivery of drafts;
(ii) 40% after delivery of drafts;
(iii) 50% after delivery of colour visual;
(iv) 75% after delivery of any subsequent revised illustration draft;
(v) 100% on delivery of the finished artwork
9.4 Notwithstanding the above, 100% of the Fee will be payable if: (a) the Client uses the Artwork for the purpose set out in the Job Description; or
(b) MAA has correctly followed the Job Description and the work is consistent with our styles, and with that shown to the Client. The Client acknowledges that rejection is not permitted on the basis of style or composition.
No variation of the Contract or these Terms, (which includes a request for additional or extra work), shall be valid unless it is in writing and signed by or on behalf of the Client and the Service Seller. Any variation of the terms may be subject to the payment of an additional fee. MAA retains the right to charge for any variation in the Artwork.
11. ENTIRE AGREEMENT
The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
The Client shall not, without the prior written consent of MAA, assign or deal in any other manner with all or any of its rights or obligations under the Contract.
13.1 Notices under this Contact shall be given to the address given on the Client Order Confirmation unless a party has provided a replacement address in writing.
13.2 Notices may only be given in writing by first class prepaid post, in person or by email and will be deemed to have been received 2 working days after despatch in the case of post and the next working day in the case of personal delivery or email, provided, in the case of email, a confirmatory first class prepaid letter is sent within three working days of the email being sent.
14. LAWAND JURISDICTION
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of Republic of India.