1. Rights & Obligation of Parties

  • Obligations of The Pen Tool Design 

  1. The Pen Tool Design shall arrange for the photoshoot as per the agreed upon schedule, location as specified.

  2. For all outdoor shoots The Pen Tool Design shall bring their own equipment only, unless otherwise agreed upon by both Parties in writing.  

  3. The final photographs /images/ videos as agreed upon,  shall be provided to the Customer upon only after final payment has been done.  

  4. Any product, item provided by the Customer to The Pen Tool Design for the purpose of the shoot can be treated as customer property with full confidentiality and returned to the Customer after the shoot is complete. 

  • Obligation of Customer 

  1. The Customer shall ensure to communicate all requirements related to the shoot, to The Pen Tool Design in writing 7 days before The Pen Tool Design initiates assignment. 

  2. The Customer shall furnish The Pen Tool Design with all required information, products, model, venue or any other items agreed, which is necessary, in order for The Pen Tool Design to carry out its obligation. Such information, products, model, venue or any other items shall be provided by the Customer in a mutually agreed time. Any delay by the Customer in providing the information, product, model, venue or any other items agreed or fulfilling its responsibilities shall result in equivalent extension of the  of the schedule. 

  3. Any feedback or review comments shall be communicated by the Customer to The Pen Tool Design in writing within 5 working days ,in order forThe Pen Tool Design to incorporate those post production changes and fulfill its obligations. 

  4. The customer shall ensure that payments are made to The Pen Tool Design as agreed in the Purchase Order / Invoice / Commercial Proposal. 

2.   Ownership

  1. The entire copyrights of the photographs, images, videos shall remain with The Pen Tool Design, at all times, worldwide. 

  2. The Pen Tool Design shall retain all rights, title and interest in the photographs, including without limitation all Intellectual Property Rights thereto.  

  3. All post production changes or improvements, changes, modifications, enhancements made to the photographs/video/ images during the term, whether or not as a result of feedback from the Customer and whether or not at the request of the Customer, and whether or not paid for by the customer, will be owned by The Pen Tool Design. Nothing in this agreement is meant to transfer any ownership rights  or any intellectual property rights or copyrights to the Customer or any third party. 

3.   Usage  

  1. The License to Use comes into effect from the date of payment of the relevant invoice(s). No use may be made of the photographs/images before payment in full of the relevant invoice(s) without the Company’s written permission. Any permission which may be given for prior use, will automatically be revoked if full payment is not made by the due date or if the Customer is put into receivership or liquidation.

  2. Where use of the photographs/images is restricted, permission to use the Photographs for other purposes will normally be granted upon payment of a further fee, to be mutually agreed, prior to such usage. 

4.   Exclusivity

  1. The customer may be authorised to publish the photographs, images to exclusion of all other persons including The Pen Tool Design. However,The Pen Tool Design shall retain the right in all cases to use the photographs in any manner at any time and in any part of the world for the purposes of advertising or otherwise promoting business.  

5.   Confidentiality  

  1. The Pen Tool Design shall keep confidential and not disclose to any third parties or may use of material or information provided by the customer, for the purpose of fulfilling their obligation. 

  2. Customer shall keep confidential and not disclose to any third part, its employees or subsidiaries, or may use of material or information provided by The Pen Tool Design, for the purpose of fulfilling their obligation. 

6.   Indemnity

  1. The Customer hereby indemnifies The Pen Tool Design from all costs, losses, damages, liabilities or any costs arising in any manner from the reproduction without proper reproduction rights of any image supplied to the Customer by The Pen Tool Design. 

  2. The Customer shall satisfy themselves that all necessary rights, model releases, location releases or consents which may be required for reproduction, are obtained and it is acknowledged that The Pen Tool Design gives no warranty or undertaking that any such rights, model releases, location releases or consents have or will be obtained whether in relation to the use of names, people, trademarks, registered or copyright designs or works of art depicted in any image, photograph. In the event that the image issued or reproduced by or with the authority of the Client then the Client shall indemnify the company against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained. 

 

7.   Force Majeure

  1. It is expressly agreed that neither Party shall be liable for any default, delay or lapse (other than failure to make payments due) occurring due to reasons of Force Majeure including war, terrorist attack, change of law or any act of God, etc. Each such party shall notify the other such Party within 10(ten) days of the occurrence of a Force Majeure. If any Force Majeure occurs and results in a delay or failure in performance, the Parties agree to resume performance once the Force Majeure ceases with an option for the injured Part to extend the schedule up to the length of time the Force Majeure endured. Nothing contained herein shall impose any obligation on either party to settle any labor difficulty. 

8.   Payments 

  1. In terms of payment by cheque /bank transfer, the client is liable to pay full amount in advance. The shoot will only commence once the money has been credited in the bank account. 

  2. Incase of any due payment or if payment is not made in accordance with above then the company may rescind the project and recover damages, or, at their option, may exercise their right to interest of 5% of the due amount applicable per day from the due date . 

  3. The company reserves the right to suspend ongoing services, such as, but not limited to other, distribution of images, once any invoice issued to a Client becomes overdue, and also reserves the right to inform the reason of this to third parties to whom this suspension of service may or may not affect.  

9. Extra Expenses & Efforts 

 

  1. Where extra expenses and /or efforts are incurred by The Pen Tool Design as a result of alterations to the original requirements by the Customer or otherwise at their request, the Customer shall be liable to pay for such extra expenses, as per the Company’s normal rate, in addition to the payments due or the estimated cost agreed upon.

10. Rejection

  1. Unless a rejection fee has been agreed in advance, there is no right to reject photographs after the shoot on the basis of style or composition.

11. Term and Termination 

  1. The terms stated on this page shall commence from the Effective Date of any project and shall continue in effect till the completion of service and payment of all invoices in full. 

  2. The Pen Tool Design shall not cancel or terminate a project undertaken after its commencement or on the day of the scheduled shoot unless it is due to non-payment of invoice or failure on the part of the Customer to provide information, products, models any other item agreed upon which is necessary for The Pen Tool Design to fulfil its obligations.

12. Intellectual Property Right

  1. No rights are hereby granted to the Customer and/ or their employee, subsidiaries or any third parties to make or cause to be made, any additions, manipulation, modifications, alterations, comments, or extracts of, portion of, or copy, reproduce in any manner whatsoever, the photographs, images furnished by The Pen Tool Design, without consent of The Pen Tool Design, given in writing, by their duly authorised representative. 

13. Jurisdiction

  1. Any legal conflict or breach shall be construed and enforced accordingly to the laws of India and any proceedings will take place in Delhi. 

 

14. Ethical and Statutory Compliance   

  1. Both Parties agree not to engage in any practice or activity with respect to the services and assistance rendered, which is prohibited or in violation of any applicable law in India. 

15. Code Of Conduct

  1. The Pen Tool Design condemns any act of moral misconduct which included both verbal and physical. Any behaviour related to abusing, harassing or threatening of any kind may rescind the project or take legal actions. The Pen Tool Design categories such clients as "Toxic Customers" and boycott them completely.

Important :  These terms and conditions can be changed or modified  without any prior notices.

Add: 141, Malviya Nagar

         New Delhi-110017

         India.

Email: thepentooldesigninc@gmail.com

Tel: +91 9958592500

Website: www.thepentooldesign.in

Office Hours: Mon-Sat

                     9:00 am - 7:00 pm