TERM AND TERMINATION OF SERVICE DELIVERY

Acceptance of Terms

By approving the provided estimate for our services, you (“the Client”) agree to be bound by these Terms and Conditions. If no separate service agreement has been signed for the specific task or project, these Terms and Conditions shall govern our service delivery to you.

1. Fees and Payment

  1. Fees and Payment

  • Payment Schedule: The Client agrees to pay Room4 Media the fees as outlined in the approved estimate or proposal. All fees and applicable sales, use, or value-added taxes will be charged as specified and may be assessed after the initial payment schedule.
  • Payment Terms: Invoices are due as stated in the payment terms provided or as stated in the estimate. If no specific terms are provided, payment is required within 10 business days. Overdue balances will incur a monthly service charge of 1.5% or the maximum allowed by law. Payments will be applied first to late payment charges and then to the unpaid balance. The Client is responsible for all collection or legal fees incurred due to late or defaulted payments. Room4 Media reserves the right to withhold delivery of any work if accounts are overdue.

  1. Additional Costs

  • Outside Costs: Project pricing includes only Room4 Media’s service fees. Additional costs such as font licenses, equipment rentals, stock video, stock images, 3D models, prototype production, external storage drives, talent fees, music licenses, and online hosting fees, among others, requested by the Client will be billed separately unless specified otherwise in the estimate or proposal.

  1. Scope of Services and Changes

  • Scope Changes: Any changes requested by the Client outside the initial scope of services will be charged at Room4 Media’s standard hourly rate of $40 per hour unless otherwise specified in the estimate or proposal. These charges are in addition to all amounts payable under the Quotation and Proposal.
  • Delivery Schedule Adjustments: Room4 Media may extend or modify any delivery schedules or deadlines as required by these changes.

  1. Revision Policy

   4.1 Included Revisions:

  • First Draft Review: Room4 Media will provide a draft for review and feedback after completing each project stage, including script, storyboard, design, and animation.
  • First Revision: Upon receiving feedback, Room4 Media will incorporate suggestions and present a revised draft.
  • Second Revision: The Client will have a second opportunity to review the revised version and provide further feedback.
  • Final Revision: The Client will have a final opportunity to review the material and provide additional feedback. This round ensures the final product aligns with the Client’s vision.

   4.2 Additional Revisions:

  • Beyond Two Rounds: Additional revisions beyond the initial two rounds will be charged at Room4 Media’s standard hourly rate stated in clause 3. The Client must approve these costs in writing, guaranteeing payment in the next billing cycle.

  4.3 Quality Control:

  • Revisions needed due to quality control issues on Room4 Media’s part will not count towards the Client’s revision limit.

  4.4 Timeline Considerations:

  • Project Delays: While Room4 Media will accommodate additional revisions, this may extend the overall project timeline. Efforts will be made to minimize delays and adhere as closely as possible to the original schedule.

   4.5 Substantive Changes:

  • Significant Changes: If the Client requests changes exceeding fifty per cent (50%) of the project’s time or scope, Room4 Media will submit a new proposal for approval. Work will not commence on these changes until a revised proposal is signed.

  1. Client Feedback and Project Continuity

   5.1 Feedback Timeliness:

  • Review Deadlines: The Client agrees to provide feedback within two (2) business days of receiving a preview or input request. Failure to provide timely feedback may result in project delays.

   5.2 Project Pause Due to Delayed Feedback:

  • Project Hold: If the Client does not provide feedback within two (2) business days without prior notice, Room4 Media reserves the right to pause the project. The project will only resume upon receiving the required input.

   5.3 Project Cancellation Due to Non-Communication:

  • Extended Non-Communication: If the Client fails to provide feedback for more than 20 business days without prior notice, Room4 Media will consider the project cancelled. The Client is responsible for any pending payments and compensating Room4 Media for work completed up to cancellation.

   5.4 Re-Activation of Cancelled Projects:

  • Re-Activation Fee: A surcharge of 15% of the total project cost will apply to reactivate a cancelled project, payable before resuming work.

  1. Timing

  • Performance Priority: Room4 Media will prioritize the performance of services as necessary, as specified in the estimate or proposal. The Client agrees to review deliverables within the designated review time and provide written approval or comments promptly. Delays in Client’s approvals or material provision may delay deliverables.

  1. Testing and Acceptance

  • Testing Efforts: Room4 Media will test deliverables requiring testing and correct issues before delivery. The Client must notify Room4 Media in writing of any issues within two (2) business days of receipt. Without such notice, the deliverable will be deemed accepted.

  1. Client Responsibilities

  • Client Duties: The Client is responsible for:
    • Coordinating decisions with parties other than Room4 Media.
    • Providing Client Content and information suitable for integration into the deliverables.
    • Final proofreading. Errors in approved deliverables, will be corrected at the Client’s expense.

  1. Accreditation and Promotions

  • Portfolio Use: Room4 Media retains the right to display the deliverables in portfolios, websites, and other media for recognition and promotion. Each party may describe its role in relation to the project on its website and in promotional materials, subject to reasonable approval and mutual agreement.

  1. Confidential Information

  • Confidentiality Obligation: Both parties will maintain the confidentiality of any technical and business information received during the project. Confidential Information does not include information in the public domain or received without an obligation of confidentiality.

  1. File Storage and Retrieval

 11.1 File Preservation Post-Delivery:

  • File Storage: Room4 Media will preserve working files post-delivery but cannot guarantee indefinite storage due to constraints.

 11.2 File Retrieval Request:

  • Request Period: The Client may request access to working files within 30 calendar days post-delivery. Room4 Media will accommodate such requests within this timeframe.

 11.3 Limitation of Liability for Data Loss:

  • Data Loss Disclaimer: Room4 Media is not liable for any data loss or file retrieval issues beyond the 30-day period. The Client must request and secure necessary files within this period.

  1. Relationship of the Parties:

  • Independent Contractor: Room4 Media is an independent contractor. This contract does not create a partnership or joint venture. Room4 Media is not authorized to act as the Client’s agent or bind the Client except as expressly stated.

  1. No Solicitation

  • Non-Solicitation Agreement: During this contract and for twelve (12) months post-termination, the Client agrees not to solicit, recruit, or employ Room4 Media’s employees or agents without prior consent.

  1. No Exclusivity:

  • Non-Exclusive Relationship: This contract does not create an exclusive relationship. The Client may engage others for similar services, and Room4 Media may offer services to other clients.

  1. Warranties by Client

  • Client Representations: Client represents, warrants and covenants to Room4 Media that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any Third Party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables. 

  1. Warranties by Room4 Media

  • Room4 Media Representations: (a) Room4 Media hereby represents, warrants and covenants to Client that Room4 Media will provide the Services identified in the Contract in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. (b) Room4 Media further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Room4 Media, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Room4 Media, Room4 Media shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Room4 Media to grant the intellectual property rights provided in this Contract, and (iii) to the best of Room4 Media’s knowledge, the Final Art provided by Room4 Media and Room4 Media’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any Third Parties. In the event Client or Third Parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Contract or contrary to the terms and conditions noted herein, all representations and warranties of Room4 Media shall be void. Except from the express representations and warranties stated in this Contract, Room4 Media makes no warranties whatsoever. Room4 media explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project. 

  1. Liability by Client

  • Indemnification: Client agrees to indemnify, save and hold harmless Room4 Media from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a Third Party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Contract. Under such circumstances Client has sole control of the defense and all related settlement negotiations. Room4 Media provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Room4 Media in providing such assistance. 

  1. Liability by Room4 Media

  • Indemnification by Room4 Media: Subject to the terms, conditions, express representations and warranties provided in this Contract, Room4 Media agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Room4 Media’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that (a) Client promptly notifies Room4 Media in writing of the claim; (b) Room4 Media shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide Room4 Media with the assistance, information and authority necessary to perform Room4 Media’s obligations under this section. Notwithstanding the foregoing, Room4 Media shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Room4 Media. In no event shall Room4 Media be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Room4 Media. 

  1. Term and Termination

  • Term: This Agreement shall commence when the Client approves the provided estimate and shall remain in effect until all agreed deliverables have been delivered to the Client.
  • Termination: Either party may terminate this Agreement at any time with notice to the other party. Upon termination, the Client is obligated to pay for all services rendered and expenses incurred up to the point of termination. Room4 Media will provide the Client with any completed deliverables at the time of termination. In the event of termination, provisions that by their nature should survive termination will remain in effect, including but not limited to confidentiality, indemnification, and liability clauses.

  1. Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Room4 Media entity issuing the estimate is registered, without regard to its conflict of laws principles.

Dispute Resolution: Should any dispute arise under or in connection with this Agreement, the parties agree first to try to resolve the dispute through good faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to attempt to settle the dispute through mediation by a mutually agreed-upon mediator in the governing jurisdiction. Costs of mediation shall be shared equally between the parties. If the mediation is unsuccessful, the dispute may then be referred to binding arbitration or litigation as agreed upon by the parties.

Mediation and Legal Proceedings: Both parties agree that any mediation or court proceedings will take place in the jurisdiction where Room4 Media is registered, and both parties agree to submit to the authority of the courts of that jurisdiction.