Terms & Conditions | Visuals Clipping

Agreement overview

These Additional Terms & Conditions apply to every agreement under which Visuals Clipping provides its Services.

They should be read together with the applicable Client Agreement, quotation, project scope and any other written terms agreed between Visuals Clipping and the Client.

Service

Visuals Clipping will process the Visual Content within the timeframe described in the Client Agreement.

Additions, amendments, changes to the agreed Service or modifications to the forecast requested by the Client may influence the Turnaround Time and the responsibilities of both Visuals Clipping and the Client.

Visual Content delivered by Visuals Clipping will be considered compliant with the Agreement when it substantially meets the specifications described in the Agreement.

15-day review period

When delivered Visual Content does not substantially meet the agreed specifications, the Client may request re-execution of the relevant Service at no additional cost by rejecting the content through the applicable review process.

This right expires 15 days after delivery notification. After that period, the Visual Content will be considered accepted and compliant with the Agreement.

The Service Network

The Client acknowledges that Visuals Clipping may engage its Service Network when providing the Services.

The Service Network consists of carefully selected professional partners with whom Visuals Clipping maintains appropriate agreements. It may include production facilities and software providers engaged to assist with delivery.

Commitments made by Visuals Clipping under the Agreement also apply to its Service Network. Visuals Clipping regards the work of that network as part of its own responsibility to the Client.

IP Rights & Data

Visuals Clipping grants the Client an unlimited, personal and exclusive licence to use Visual Content created by Visuals Clipping for the Client.

All intellectual property owned by either party before the Agreement remains the exclusive property of that party. Unless expressly stated otherwise, neither party acquires rights in the other party’s pre-existing intellectual property.

Use of Visual Content Inputs

Visuals Clipping may store and use image and video inputs processed through the Service to provide and maintain the Service, improve editing automation and train its designers.

Visuals Clipping will not intentionally store or use personally identifiable contact information, such as names and email addresses contained within Client content, for these development or training purposes.

Price and Payment

When full payment has not been received by its due date, Visuals Clipping will first contact the Client by email or telephone.

Following that contact, the Client may be considered in default without any further demand or notice being required.

Overdue amounts

When amounts remain unpaid after demand or notice, Visuals Clipping may transfer the claim for collection. Costs associated with recovering overdue payments will be charged to the Client.

Extrajudicial collection costs may be set at no less than 15% of the invoiced amount, subject to a minimum of INR 15,000 excluding applicable taxes.

Complaints relating to invoices or Services do not suspend the Client’s payment obligations.

Privacy

Visuals Clipping respects the Client’s privacy. The Visuals Clipping Privacy Policy explains how personal information is collected, used, stored and disclosed when the Client uses the Services.

By using the Services, the Client agrees to the collection and use of information in accordance with the Privacy Policy.

Personal Data may be used to provide Services, manage the Client’s account, enable invoicing and send relevant marketing communications.

Subject to provisions concerning the Service Network, Personal Data will not be shared with third parties without prior consent unless disclosure is required by law or is necessary to provide the Services.

Read our Privacy Policy

Guarantees and Indemnities

Visuals Clipping relies on the Visual Content and information supplied by the Client. The Client therefore makes the following guarantees:

The Client is fully entitled to upload the Visual Content and has obtained all necessary permissions and consents relating to data protection and privacy.
The Visual Content is correct, complete, unencumbered and does not infringe the intellectual-property or other rights of any third party.
The Client will not submit content that is discriminatory, offensive, obscene, violent, unlawful or harmful to the interests or reputation of Visuals Clipping.
The Client will make fair and reasonable use of the Services.
The Client will not use or enable viruses, Trojan horses, worms, bots or other software that could damage or disrupt the Services, website or related systems.

Visuals Clipping may block or suspend access when it identifies unauthorized or harmful use of its systems.

The Client will indemnify Visuals Clipping against reasonable costs, legal fees and damages arising from third-party claims connected with a breach of the Client’s obligations or unauthorized use of the Service.

Limitation of Liability

Except for indemnified claims fully covered by applicable insurance policies, each party’s total liability to the other for breach of contract, negligence or otherwise in a calendar year is limited to direct damages.

The maximum amount will not exceed the total Service Fees paid or payable by the Client during the calendar year immediately preceding the year in which the damage occurred.

Claims must be promptVisuals Clipping must be informed as soon as reasonably possible after damage occurs.

Four-week limitationA claim for damages may expire four weeks after the alleged damage occurred.

Direct damages onlyNeither party is liable for indirect or consequential losses, including loss of profits, productivity, reputation, contracts, data or documentation.

Non-excludable liabilityLiability is not limited or excluded for wilful misconduct, gross negligence, fraud, death or personal injury where exclusion is not legally permitted.

Force Majeure

Visuals Clipping will not be liable for delay or failure to perform obligations when the delay or failure results directly or indirectly from circumstances reasonably beyond its control.

Such circumstances may include acts of God, war, terrorism, civil disturbances, government decisions, fire, flood, strikes, internet-service failure and other events that materially affect operations.

Extended force-majeure event

When Visuals Clipping cannot perform its obligations for more than six weeks because of force majeure, the Client may terminate the Agreement with immediate effect, subject to the remaining rights and remedies of the parties.

Confidentiality

Both parties must keep information received from or about the other party strictly confidential. This includes information concerning Visual Content and the Services.

Information will also be considered confidential when one party identifies it as confidential in writing.

Both parties must impose equivalent confidentiality obligations on their employees and third parties engaged to perform their obligations. Visuals Clipping will apply this obligation to members of its Service Network.

Confidentiality does not apply when information:

Was already lawfully held by the receiving party on a non-confidential basis.
Was lawfully obtained from another source without a confidentiality obligation.
Must legally be disclosed to a judicial, administrative or regulatory authority.

Term and Termination

The Agreement becomes effective when signed or otherwise accepted by the parties and remains effective for the agreed term or for as long as Visuals Clipping provides Services to the Client.

Except where these Terms provide otherwise, the Client is not entitled to terminate the Agreement early.

Either party may terminate immediately by written notice when:

The other party applies for a moratorium of payments, is declared bankrupt or can no longer meet its financial obligations.
The other party materially breaches the Agreement and fails to remedy that breach within a reasonable period after receiving written notice.

Visuals Clipping may suspend the Service when the Client acts in a manner reasonably considered detrimental, including failing to meet obligations or guarantees under the Agreement.

Governing Law

The Agreement and the Client’s use of the Service are subject to the laws applicable in Delhi, India, excluding conflict-of-law principles.

Disputes connected with the website, Agreement or Services may be submitted to arbitration in Delhi, except where Visuals Clipping seeks injunctive or other appropriate relief concerning infringement or threatened infringement of its intellectual-property rights.

The parties agree to the applicable jurisdiction and venue in Delhi for matters that may properly be brought before a competent court.

General Provisions

Survival

The provisions concerning IP Rights, Privacy and Confidentiality survive termination of the Agreement. Any obligations that by their nature continue beyond expiration will also remain effective.

Language

The Agreement is concluded in English, and the English-language version will control in all respects.

Invalid or unenforceable clauses

If any part of the Agreement is found invalid or unenforceable, that part will be enforced to the maximum extent permitted by law and the remainder will remain in full force.

Definitions

The following terms have the meanings described below when used in these Terms & Conditions.

Additional Terms & Conditions (T&C): The present terms describing the additional conditions applicable to the Agreement, including applicable terms for enterprise clients.
Agreement: The entire agreement, including these Terms & Conditions and the Client Agreement, concluded between Visuals Clipping and the Client.
Visuals Clipping: The company providing the Services, with its principal place of business at I-45, Lajpat Nagar Part 1, Delhi 110024, India.
Client: Any individual or business that has entered into an Agreement with Visuals Clipping.
Client Agreement: The part of the Agreement that describes the specific arrangements agreed with the Client.
Guaranteed Services Value: The Client’s commitment to reach an agreed forecasted Services Value during each applicable Service Period.
IP Rights: All intellectual-property and related rights, including copyright, trademark, patent, design, trade-name and know-how rights.
Parties: Visuals Clipping and the Client, each individually being a party to the Agreement.
Personal Data: Information relating to an identified or identifiable natural person, including contact information such as name and email address where required to perform the Agreement.
Service: The services provided by Visuals Clipping to the Client under the terms of the Agreement.
Service Fee: The charges, fees or price payable for the Service.
Service Start Date: The start of the applicable service period immediately after any agreed onboarding period.
Service Network: The carefully selected professional companies and software providers engaged by Visuals Clipping to assist in providing the Service.
Turnaround Time: The time required to complete the Services, beginning when Visuals Clipping properly receives the Client’s Visual Content and ending when the completed output is delivered.
Visual Content: All visual material, including images and videos, submitted by the Client for processing.

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