Retouching Visuals Terms & Conditions
These Additional Terms & Conditions (‘T&C’) apply to all agreements pursuant to which Retouching Visuals will provide its Services.
- Retouching Visuals will process the Visual Content within the timeframe as described in the Client Agreement. The Client accepts that additions or amendments demanded to the agreed Service by the Client or modifications of the forecast may influence the Turnaround Time and the reciprocal responsibilities of Retouching Visuals and the Client.
- The Visual Content as provided by Retouching Visuals shall be deemed to be in conformity with the Agreement if it substantially meets the specifications described in the Agreement. If it does not substantially meet the applicable specifications, the Client is, as an exclusive remedy, entitled to request Retouching Visuals to re-execute the relevant Service at no additional costs by rejecting the relevant Visual Content, using the review tool in the online application.
- The Client’s right to request Retouching Visuals to re-execute the Service will lapse after 15 days following notification by Retouching Visuals of delivery of the Visual Content. Upon the lapse of the 15 days’ period, the Visual Content will be deemed to have been accepted and to be in conformity with the Agreement.
The Service Network
- The Client acknowledges and agrees that Retouching Visuals will be permitted to engage its Service Network for the provision of the Services. The Service Network Retouching Visuals has established consists of a number of carefully selected professional partners with which Retouching Visuals has agreements in place. The Retouching Visuals Service Network includes both the Retouching Visuals production facilities and software providers engaged to provide the Services. Everything Retouching Visuals commits itself to pursuant this Agreement, also applies to the Retouching Visuals Service Network. Retouching Visuals regards their services as part of its own responsibility towards clients.
IP Rights & Data
- Retouching Visuals grants the Client an unlimited, personal, exclusive license to use the Visual Content as created by Retouching Visuals.
- All pre-existing Intellectual Property of each party will remain the exclusive property of that party and, except as specifically provided in this Agreement, no party will acquire any rights or interests in the other party’s pre-existing Intellectual Property.
- Retouching Visuals may store and use Visual Content inputs (e.g., image and video inputs) processed by the Service to provide and maintain the Service and to improve and develop the quality of its editing automation and to train its designers. Retouching Visuals shall not store or use any personally identifiable information such as contact details (name and email address) that may be contained in the Client’s content for these purposes.
Price and Payment
- If payment (in full) has not yet been received by Retouching Visuals on due date, Retouching Visuals will first contact the Client either by email or by phone. After that the Client will be in default without prior demand or notice of default being required.
- If the Client, despite demand or notice of default, still fails to pay the amounts due, Retouching Visuals may hand over the claim for collection. In that event all costs incurred by Retouching Visuals, in connection with overdue payments will be on the Client’s account. The extrajudicial costs are fixed at no less than 15% of the invoiced amount subject to a minimum of INR 15000, 00 excluding TAX since Retouching Visuals insurance company requires to demand that.
- Complaints in relation to invoices and/or our Services will not suspend the Client’s payment obligations.
- Retouching Visuals will use the collected Personal Data to provide the Service and to manage Client’s account and to enable invoicing. Retouching Visuals may use the collected data for marketing communication purposes as well. Subject to the provisions regarding ‘The Service Network’ in these T&C, Retouching Visuals will not share Personal Data with third parties without Client’s prior consent except where Retouching Visuals is required to do so by law. If Retouching Visuals processes Personal Data on Client’s behalf, Retouching Visuals complies with all obligations under the India General Data Protection Regulation.
Guarantees and Indemnities
- Retouching Visuals depends on the Visual Content provided by the Client. In that regard Client guarantees the following:
- Client is fully entitled to upload the Visual Content and has obtained any necessary consents with respect to any individual’s data protection and the protection of privacy.
- the Visual Content is correct, complete, unencumbered and not limited or restricted by, and does not infringe upon, any third parties’ rights, including IP Rights, and the use of the images by Retouching Visuals is not in any other way unlawful in respect of third parties;
- Client will never submit Visual Content that is in any way discriminating, offensive, obscene, violent, and unlawful or harming the interests and reputation of Retouching Visuals.
- To ensure that all clients can make use of the Services, the Client guarantees fair use of the Services. Hence, the Client will not use the Services unreasonable and will not intentionally use or enable or demand any third party to use or enable viruses, Trojan horses, worms, bots, or other software which may cause damage to the Services, the website, or any other technical aid which may render them inaccessible or which are intended to circumvent technical protective measures. Retouching Visuals reserves the right to block access for unauthorized use of the system.
- The Client shall indemnify Retouching Visuals and holds Retouching Visuals harmless from and against any and all costs (including reasonable legal fees) and damages incurred by Retouching Visuals as a result of.
- any third-party claim which is made against Retouching Visuals arising out of or in any way connected with an alleged breach by the Client of its obligations under the Agreement, including these T&C; or
- The Client’s other unauthorized use of the Service.
Limitation of liability
- Except for indemnified claims that are fully covered by the other party’s insurance policies in place, the total liability of each party towards the other for breach of contract, in tort (including negligence) or otherwise, in any calendar year shall be limited to compensation of the direct damage the amount of which shall not exceed the total aggregate amount of the Service Fees paid or payable by the Client to Retouching Visuals during the calendar year immediately preceding the year in which the damage occurred.
- Retouching Visuals must be informed concerning any claim to damage on the shortest notice after the occurrence of the damage. Any claim for damages shall lapse by the mere expiration of 4 weeks after the claimed damage occurred.
- Parties can only be held liable for direct damage and neither party shall be liable for any indirect or consequential damages, or loss of exploitation, productivity, reputation, profits, contracts, investments, time, data, files, programs and/or documentation.
- Neither party limits or excludes its liability for wilful misconduct, gross negligence, fraud, fraudulent misrepresentation, death or personal injury.
- Retouching Visuals shall not be liable for any delay or failure to perform its obligations under the Agreement if that delay or failure arises directly or indirectly through force majeure, which is deemed to include an act of God or (without limitation), war, terrorism or other civil disturbance, decisions of any civil authority, fires, flood, strikes or any other circumstances that affect the operations and that can reasonably be deemed beyond the control of Retouching Visuals including, without limitation, the failure of internet services.
- If Retouching Visuals cannot perform its obligations under the Agreement as a result of force majeure for a period of more than six (6) weeks, the Client shall have the right to terminate the Agreement with immediate effect without Retouching Visuals limiting its other rights or remedies or incurring any liability towards the Client in respect of such termination.
- Parties shall maintain all information they receive from or about each other strictly confidential, including but not limited to information concerning Visual Content and the Services. Information will in any case be regarded to be confidential, if one of the Parties indicates in writing that it is confidential.
- Parties will impose this obligation of confidentiality also on their employees and third parties hired for the performance of their obligations here under; in particular Retouching Visuals shall impose this confidentiality obligation on the members of its Service Network.
- A party shall not be required to maintain confidentiality with respect to any information that i) was already in the possession of such party on a non-confidential basis ii) has lawfully come into the possession of such a party on a non-confidential basis or iii) is legally required to be disclosed to a judicial or administrative authority.
Term and termination
- The Agreement becomes effective once the parties have signed it and shall be in effect for the term as agreed by the Parties or for as long as Retouching Visuals performs Services for the Client. Except as set out in these T&C, the Client is not entitled to terminate the Agreement early.
- Either party may terminate the Agreement with immediate effect upon written notice to the other party, if:
- the other party applies for a moratorium of payments, is declared bankrupt or otherwise will no longer be able to meet its financial obligations under the Agreement;
- The other party materially breaches the Agreement and, if such breach can be remedied, fails within a reasonable period, after having been given notice of such breach in writing by the non-breaching party to remedy such breach.
- If the Client acts in a manner reasonably adjudged by Retouching Visuals to be detrimental, in particular when the Client does not fulfil its obligations and guarantees under the Agreement, Retouching Visuals is entitled to suspend provision of the Service. Retouching Visuals shall not be liable for any loss arising in respect of the foregoing.
The Agreement and any use the Client make of the Service are subject to Delhi India law, excluding its conflict of laws principles. Any dispute relating in any way to the Client’s visit to the Website and the Service, shall be submitted to arbitration in Delhi City, except that, to the extent the Client has in any manner violated or threatened to violate Retouching Visuals Intellectual Property Rights, Retouching Visuals may seek injunctive or other appropriate relief in a state court in Delhi City, and the Client consents to exclusive jurisdiction and venue in such court. Arbitration shall be conducted under the Expedited Procedures and Rules of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
the provisions on IP Rights, Privacy and Confidentiality shall survive termination of the Agreement for whatever reason, and, in addition, the obligations of the Parties under the Agreement that by their nature continue beyond the expiration of the Agreement, shall survive any termination or cancellation of the Agreement.
the Agreement is concluded in the English language, which language shall be controlling in all respects.
Invalid or unenforceable clauses:
If any part of the Agreement including these T&C is found invalid or unenforceable, that part will be enforced to the maximum extent permitted by law and the remainder of the Agreement will remain in full force.
The following terms shall have the meaning set forth below:
Additional Terms & Conditions (‘T&C’):
The present part of the Agreement describing the additional terms & conditions
The present part of the Agreement describing the additional terms & conditions for Enterprise clients, other than the Client Agreement;
The entire agreement, including these Terms and Conditions, concluded between Retouching Visuals and the Client for provision of the Service.
A company with its principal place of business at C-119 Lajpat Nagar Part 1 Delhi 110024 India
Any individual or business that has entered into an Agreement with Retouching Visuals.
The part of the Agreement describing the specific agreements with the Client, other than the Additional Terms & Conditions;
Guaranteed Services Value:
The Client’s guarantee to reach the forecasted Services Value each Service Period as of the Service Start Date.
All intellectual property and ancillary rights, such as copyrights, trademark rights, patent rights, design rights, trade name rights, as well as know-how rights;
Retouching Visuals and Client, each being party.
Any information relating to an identified or identifiable natural person. More specific in this Agreement it is limited to the contact details (name and email address) of natural persons working for Client to the extent necessary in the fulfilment of this Agreement.
The services provided by Retouching Visuals to Client under the terms of this Agreement;
The charges, fees or price for the Service;
Service Start Date:
The service period that starts immediately after the onboarding period (if any).
The service network Retouching Visuals has established, apart from its own corporate group, and which consists of a number of carefully selected professional companies, with which Retouching Visuals has agreements in place and which are engaged in the provision of the Retouching Visuals Service;
The amount of time taken to complete the Services starting at the moment Retouching Visuals has received the Visual Content from the Client properly in its systems until the return of the complete output to the Client.
All visual content (e.g., image, video) submitted by the Client to be processed by Retouching Visuals.