Animation and Interactive Services

Last updated: 15^th of May, 2020

MEDMARKIT (referred to herein as ‘Agency’ ‘we’, ‘us’, ‘our’) is a company commercially registered as Medmarkit Medikal Ekipmanlar Ithalat Ihracat Sanayi Ticaret Limited Sirketihaving its registered office at Parseller Mah. Menekse Cad no:82: Umraniye, Istanbul, Turkey

The terms and conditions set out below (“Terms”) govern any contract between us and the Customer (referred to as ‘Customer’, ‘you’, ‘your’). These Terms set out how we deliver our services and regulate the contract we agree upon. Receipt by us of your signed Order Release Form indicates acceptance of our Proposal and your agreement to these Terms.

1. Customer Instruction

2.1 You can submit a request for our Services via our website inquiries forms, telephone on +961 1 423499, or by email to Projects@medmarkit.com.

1.2 Your Instruction sets out the Services you need from the Agency, any Deliverables you require us to produce and other specific requirements you may need.

1.3 Your Instruction to be filled in (“Service Requirement Form”) should contain a clear description of your requirements, any brief you wish us to consider and any Deliverables you wish us to produce.

1.4 Upon consideration of your Instruction, Agency will gather any required information related to the desired Service (Conference or phone call, emails, or any other communication medium) to allow sending you our Proposal including any recommendations of what is required to produce the Deliverables, which may include our suggested timeframe and any project methodologies that we consider may be needed to meet your requirements.

1.5 Our Proposal shall only remain valid for a period of 30 Business Days from its date of issue by us.

1.6 When you notify us that you accept our Proposal (either by responding to our email containing our Proposal or otherwise requesting the Agency to proceed on the basis of our Proposal which indicates acceptance), the Agency’s written acceptance of your Instruction (‘Order Release Form’) will be sent to you, which you must sign and return as confirmation of agreement to these Terms.

1.7 The Contract between us shall commence with effect from the date of the signed Order Release Form (“Commencement Date”).

1.8 These Terms apply to the Contract between us to the exclusion of any other terms that you, the Customer, or anyone on your behalf, seeks to impose or incorporate, into our agreement with you at any time, or any terms that may implied by trade, custom, practice or course of dealing.

2. Performance of Services

2.1 The Agency shall supply the Services to you in accordance with the Creative Brief and these Terms in all material respects.

2.2 Upon commencement of the Contract the Agency shall prepare the Creative Brief of the desired service. The Agency shall send the Creative Brief to you, for final approval and signature which will indicate your acceptance of the Creative Brief prepared by us.

2.3 Where the nature of the Services are such that we consider it is appropriate to provide you with an estimate of any phases, performance milestones or completion dates for the Services, please note such dates shall be estimates only and time shall not be of the essence for performance of the Services or the completion of Deliverables. Time estimates depend on a number of factors that may change during the course of performing the Services, but we shall do our best to communicate any changes to you as soon as possible where you have notified us in your Instruction of key milestones dates that are important to your business.

3. Intellectual Property Rights and Use

3.1 It is always the Customer’s responsibility to ensure that content shared with Agency to be contained in the Deliverables, does not infringe the Intellectual Property Rights or Trademarks of any third party. The Agency does not conduct such investigations and by entering into a Contract with us you agree that you are solely responsible for the conduct of any necessary investigations and obtaining a license to use third party Intellectual Property where required, including for all related costs. Neither the Agency, nor anyone acting on our behalf shall be liable for any dispute arising from or in connection with the use or infringement of any Intellectual Property Rights of any third party, in any jurisdiction.

3.2 Any supplied content samples, drawings, content, images, proofs, video footage, animation files, software demo, descriptive matter or advertising issued by the Agency, or contained in any of our catalogues or brochures or detailed on our Website, whether in connection with the Services or any other services provided by the Agency, are © Copyright for Agency and are issued or published for illustrations purposes only, to enable us to provide a description of our Services. They shall not form part of the Contract or have any contractual force between us.

3.3 Upon payment in full by the Customer, ownership and any Work in Progress or Deliverables shall transfer to the Customer in its executable format only. Until the Agency has been paid in full for the Services, any Work In Progress or Deliverables or any element of the Services shall be owned by the Agency.

3.4 All Proprietary Materials, remain at all times our exclusive property and nothing in the performance of the Services shall operate to transfer or assign ownership in such Proprietary Materials to the Customer at any time.

4. Changes to Work in Progress

4.1 The Customer shall be entitled to request that the Agency makes changes to the Creative Brief during the course of the performance of the Services. The first two Amendments are included in the Charges set out in the Contract provided that they are not material or result in a change to the Instruction or its scope, the personnel needed to implement the change and/or result in additional time or cost to the Agency, in which case we may need to amend the Charges set out in the Proposal and we shall agree any updated Charges with you prior to implementing any Amendments. However, where you request more than two rounds of Amendments to Work in Progress, any such additional Amendments will be charged at our usual Hourly Rate. Where Amendments result in an adjustment to Charges and/or timescale for performance of the Services, we shall notify you prior to continuing the Services and the Proposal shall be updated and sent to you for your acceptance in writing.

4.2 The Customer shall be required to Approve the stages of the Service progress to proceed with the final stage of the project.

4.3 The Customer shall be entitled to request that the Agency makes changes to the Service style after they have been Approved by the Customer, any such additional Amendments will be charged at our usual Hourly Rate.

4.4 Where multiple versions of works are produced by us, the Customer shall be entitled to choose and use only one of the works representing the Creative Brief (“the Final Works”) providing payment has been made in accordance with the provisions of clause 11. Any other works not chosen by the Customer shall remain our property.

5. Customer’s Obligations

5.1 The Customer shall:

5.1.1 ensure that the details of the Instruction and any information set out therein are complete and accurate;

5.1.2 cooperate with the Agency and our personnel in all matters relating to the performance of the Services;

5.1.3 provide us with such information and materials as we may reasonably require in order to perform the Services and ensure that such information is accurate in all material respects;

5.1.4 obtain and maintain all necessary permissions and consents which may be required before the date on which we are due to commence performance of the Services;

5.1.5 where appropriate, keep and maintain any Proprietary Materials in safe custody, in good condition and not dispose of or use the Proprietary Materials other than in accordance with our written instructions or authorization; and

5.1.6 comply with any additional obligations or instructions that we may reasonably request from time to time in order to enable us to perform the Services in accordance with your Instruction and the Creative Brief.

5.2 If performance of the Services is prevented or delayed by any act or omission by the Customer or failure by you to perform any relevant obligation (“Customer Default”):

5.2.1 we shall, without limiting our other rights or remedies have the right to suspend performance of the Services until you remedy the Customer Default, and we shall be entitled to rely on the Customer Default to relieve us from performance of the Services to the extent performance is prevented or delayed by Customer Default;

5.2.2 we shall not be liable for any costs or losses sustained or incurred by you that arise directly or indirectly from Customer Default; and

5.2.3 you shall reimburse the Agency on written demand for any costs or losses sustained or incurred by the Agency arising directly or indirectly from the Customer Default.

6. Portfolio

6.1 You consent that the Agency may display and exhibit the Deliverables, which may or may not include reference to the Customer or your business, products or services, to our prospective Customers in any Marketing Materials and on our Website or social media for the purpose of the promotion of our Services.

6.2 If you do not wish us to publish Customer details as set out in clause 7.1 above, you should notify us in writing in advance by setting it out clearly in the Instruction. The Agency shall not be liable for publication in the event that we have not been notified of the Customer’s objection to publication.

7. Approval of Final Works

8.1 The Agency shall transmit the Final Works to the Customer for preview or review and for approval, in an Approved File Format, where possible, via our channels.

8. Payment terms

8.1 The payment terms for the Services shall be as agreed on in the Proposal otherwise as agreed with you in advance of commencing the Services.

9. Limitation of liability

9.1 Nothing in the Contract shall limit or exclude the Agency’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or breach of the terms implied by Applicable Laws.

9.2 The Agency shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of damage to goodwill, and any indirect or consequential loss.

9.3 This clause 9 shall survive termination of the Contract.

10 Termination

10.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party one months’ written notice. The Customer’s right to terminate under this clause 10.1 is strictly subject to payment in full of all outstanding Charges including accrued interest (if any).

10.2 Without prejudice to the provisions of clause 10.1 and without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

10.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

10.2.2 the other party takes any step or action in connection with its entering administration, liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

10.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

10.2.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonably held opinion the other party’s capability to adequately fulfill its obligations under the Contract has been placed in jeopardy.

10.3 Without limiting its other rights or remedies, we may, at our discretion terminate the Contract with immediate effect by giving you written notice if:

10.3.1 you fail to pay any Charges due under the Contract on the due date for payment and those Charges remained outstanding for more than 14 days after we notify you to make such payment; or

10.3.2 if we consider in our reasonably held opinion that the Customer, its services, products or its business do not conform with our commercial ethos, our business objectives and trading standards.

11. Consequences of termination

On termination of the Contract for any reason:

11.1 the Customer shall immediately make payment to discharge all outstanding unpaid invoices including interest (if any).

11.2 we shall issue an invoice in respect of Charges arising in connection with any Work in Progress completed, which shall be payable by you immediately upon receipt;

11.3 you will immediately return all Proprietary Materials and any Work in Progress or Deliverables which have not been fully paid for (and hence where title has not passed to you) at our request. If you fail to do so, then you agree that we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose unconnected with this Contract;

11.4 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

11.5 obligations set out in these Terms that expressly or by implication survive termination shall continue in full force and effect.

12. Force Majeure

12.1 Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes  by force majeure.

13. Assignment and other dealings

13.1 The Agency may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract to any third party or agent.

13.2 The Customer shall not, without the Agency’s prior written consent assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

14. Confidentiality

14.1 Each party undertakes that it shall not at any time at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any Confidential Information concerning the business, affairs, customers, Customers or suppliers of the other party, except as permitted by clause 14.2.

14.2 Each party may disclose the other party’s Confidential Information:

14.2.1 to its employees, officers, representatives, subcontractors or professional advisers on a need to know basis for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 14; and

14.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3 Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under the Contract.

15. Entire agreement

15.1 This agreement constitutes the entire agreement between the Agency and the Customer and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

15.2 Each of the Agency and the Customer agree that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.

16. Governing law

16.1 This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of Lebanon.

17. Jurisdiction

17.1 Any dispute, controversy or claim arising out of or relating to this contract, its interpretation, execution, the termination or invalidity thereof, shall be settled by arbitration in accordance with the Rules of Arbitration of the Lebanese Arbitration and Mediation Centre of the Beirut and Mount-Lebanon Chamber of Commerce, Industry and Agriculture.