BY USING STUDIO TEKSTIL SERVICES FOR IMAGE RETOUCHING YOU AGREE TO THESE TERMS AND CONDITIONS, WHICH FORM A LEGAL AGREEMENT BETWEEN STUDIO TEKSTIL AND YOU (“CLIENT”)
“Service(s)” means the retouching and/or related digital or other services which the parties agree Studio Tekstil shall perform. “Image(s)” means the photographic or other images that are the subject of the Services
Client is liable for full payment of all fees, expenses, charges and advances. Payment for Services shall be made in advance to the extent required by Studio Tekstil. Studio Tekstil may require a 50% non-refundable deposit on any orders and, in any event, may require payment in full prior to shipping. Studio Tekstil pricing is subject to change without notice.
Retouched files shall generally be delivered in the time frame discussed by Studio Tekstil and Client. Turnaround is subject, among other things, to Client cooperation and availability of Client to review proofs in a timely manner. Turnaround may also change due to Studio Tekstil workload . Rush services are available for an additional charge.
Studio Tekstil makes reasonable efforts to meet Client”s needs regarding turnaround/delivery time, but shall not be in breach of this Agreement if files are not delivered in the time frame discussed by the parties. Client should check with Studio Tekstil on turnaround/delivery time before making customer commitments.
Studio Tekstil applies color treatments to Images based on its judgment as to what matches the needs of the Image. Because color is subjective, and not a technical specification, Studio Tekstil shall not revisit or revise job files based on color alone.
In the event Client breaches any term of the Agreement, and such breach is not cured within ten (10) days after being given notice of such breach by Studio Tekstil, Studio Tekstil may immediately terminate the Agreement. Client may not terminate the Agreement early without the consent of Studio Tekstil. In the event of early termination, Client shall not be entitled to refund of any fees, expenses or charges paid prior to termination, even if the service for which payment was made, has not been performed or completed. In the event of early termination by Client prior to payment, Client will be liable for paying Studio Tekstil for all work completed and any applicable shipping and FTP charges.
6. Force Majeure.
Studio Tekstil shall not be in default by reason of its delay in performance of, or failure to perform, in whole or in part, any of its obligations hereunder, if such delay or failure results from occurrences beyond its reasonable control.
7. Images and Other Materials.
All Images and other materials provided by Client to Studio Tekstil, including but not limited to negatives, transparencies, digital files, proofs, previews, drawings, conceptual sketches, concept presentations and otherwise shall be the exclusive property of Client. Layered files and PSD”s developed and created by Studio Tekstil in connection with the Services are confidential work product of Studio Tekstil and shall not be
delivered to Client. Studio Tekstil retains all intellectual property and other rights in and to its methods and procedures used to create layered files and PSD”s, and Client acknowledges that the work files and methods used therein contain trade secrets of Studio Tekstil. If Client gains access or possession to layered files or PSD”s notwithstanding the above, Client agrees that it shall not use or disclose the contents of such, or the methods and processes used therein, to any third party.
Studio Tekstil shall deliver a proof to Client for each Image retouched. After delivery of proofs, Client may request one round of minor changes at no additional cost. In the event a remake is requested thereafter, Client shall pay 50% of the original fees for the job, so long as Client has requested such remake and delivered all necessary files (e.g. RAW file, original materials, JPEG reference shots with written changes) within
three (3) weeks of the Invoice date.
STUDIO TEKSTIL PROVIDES NO COPYRIGHT, MODEL, PROPERTY, TRADEMARK OR OTHER SUCH RELEASES FOR ANY IMAGE DELIVERED BY STUDIO TEKSTIL TO CLIENT HEREUNDER. CLIENT IS SOLELY RESPONSIBLE FOR OBTAINING ANY AND ALL COPYRIGHT, MODEL, PROPERTY, TRADEMARK OR OTHER SUCH RELEASES AS MAY BE NECESSARY TO AVOID CLAIMS BY THIRD PARTIES IN CONNECTION WITH USE OF THE ORIGINAL AND RETOUCHED IMAGES BY IT AND ITS CUSTOMERS
10.Client Representations and Warranties.
Client represents and warrants to Studio Tekstil as follows: (i) Client has the right, power, and authority necessary to enter into the Agreement and fully perform its obligations hereunder; (ii) Client possesses all necessary rights to the Images in copyright or otherwise, in order to provide them to Studio Tekstil in connection with the Services; (iii) Client has retained an original copy of all Images submitted to Studio Tekstil; and (iv) Client acknowledges that Studio Tekstil does not convey to Client any copyrights, permissions, clearances, releases, or other rights related to the Images or persons, entities, private properties, products, trademarks, or brands depicted in Images prior to or after the Services have been performed, all of which Client is obliged to obtain, if necessary.
11. Limitation of Liability/Warranty Exclusion.
UNDER NO CIRCUMSTANCES SHALL STUDIO TEKSTIL BE LIABLE TO CLIENT FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES ARISING FROM THE AGREEMENT, SERVICES, IMAGES, OR ACTS OR OMISSIONS OF STUDIO TEKSTIL, EVEN IF STUDIO TEKSTIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. STUDIO TEKSTIL MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICES OR IMAGES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
12. Miscellaneous Legal Provisions.
Contract sets forth the entire understanding and agreement between Studio Tekstil and Client regarding the Services and Images. This Contract supersedes any and all prior representations and agreements regarding such, written or verbal, and also supersedes any Purchase Order or other contract provided by Client to Studio Tekstil hereafter. Any signature by Studio Tekstil on any Client Purchase Order or other contract shall only be for administrative purposes to permit Client to process payment to Studio Tekstil, and shall not bind Studio Tekstil to the terms and conditions contained on such Purchase Order or other contract, even if such terms state otherwise. The formation, interpretation and performance of this Agreement shall be governed by the laws of Serbia, excluding its conflict of laws rules.