Terms and conditions

Refund Policy:

We receive payments from our customers on project submission basis. So there is no refund policy.

Payment Terms:

1. Contractor will raise first invoice for the scope of work and work content. as soon as this agreement signed .

4.2 Penalty Clause :

1. If SPANDAN CREATIVE DESIGNS PVT. LTD is not able to meet the committed deadlines for work content. of the work content as per clause Agreement client will have to give 30 sec of additional output free of cost for every month after the scheduled date of delivery which SPANDAN CREATIVE DESIGNS PVT. LTD will execute.

2. If the payments are delayed from client will pay 75% interest per month on the due amount (as per the contract) if the delay exceeds 30 days from the day the payment is due. If the delay is over two months Client will pay 80% per month as the interest for the due amount thereon. If the delay is more than 3 months of committed time then the Contractor has the option to terminate this Contract as per Clause.

Though client has to clear all the dues of SPANDAN CREATIVE DESIGNS PVT. LTD with the applicable interest if any. This Clause will be applicable from Second month onward which SPANDAN CREATIVE DESIGNS PVT. LTD will execute.

2 Clauses:

1. SPANDAN CREATIVE DESIGNS PVT. LTD can takes credit in any forum of doing work content of the work content outsourced .

2. SPANDAN CREATIVE DESIGNS PVT. LTD will only start the production of work content once client provide them with the final Asset library and necessary login, connect and Affiliate kit and work content available till date with the specific assets platform work content outsourced.

3. SPANDAN CREATIVE DESIGNS PVT. LTD will depute a skilled team working simultaneously for corrections to be done by SPANDAN CREATIVE DESIGNS PVT. LTD sent by client after viewing of delivery and giving acknowledgment for the same as per the delivery schedule mutually agreed upon. SPANDAN CREATIVE DESIGNS PVT. LTD will ensure no delay in final delivery as mentioned in Annexure A due to correction given by Client.

4. If SPANDAN CREATIVE DESIGNS PVT. LTD fails to deliver the Quantity and Quality of work content. of the work content to the satisfaction of client

3 Budget:

a) The Cost for work content. of the work content will be 1. C G work 2. Simulation. Content creation. 3. VR 4, AR 5. MR 6. XR

b) If there is Additional Rework Required over and above retakes after the final approval by client can charge on Pro-rata basis of the per episode agreed amount mentioned in 4.4(a) above.

4.5 Payment of Taxes - Contractor and the Client will pay all taxes or other

withholding obligations, both direct and indirect as required under any

national, state and local laws, regulation and/or orders now or at any later

time in force for the services and/or Deliverables and/or other material

provided hereunder.

4 WORKING METHOD AND SCHEDULING/DELIVERY

4.1 For the smooth flow of the material, creative input and final output, there shall be a co-ordination team between the delegated persons as under: (i.) Mr. GOUTAM MAITY from Contractor.

(ii.) from Client.

4.2 Workflow

Contractor will deliver work content. to the client

SPANDAN CREATIVE DESIGNS PVT. LTD will deliver as per the technical and creative specification of the client and make the necessary changes/alteration required by the client diligently and as per the time schedule agreed as per Clause 4.2.1 & 4.2.2 Client will supervise, monitor and provide the quality control to ensure the quality of the end product.

4.2.1 Stages:

1. SPANDAN CREATIVE DESIGNS PVT. LTD will deliver work content. of the outsourced by client

2. SPANDAN CREATIVE DESIGNS PVT. LTD will incorporate suggestions and corrections given by client in first take of work content.of the outsourced by client and will provide client with proper page numbers superimposed on respective shots in the lineup for review to Goutam Maity .SPANDAN CREATIVE DESIGNS PVT. LTD will have to submit the final Files as work content which are approved by client in this stage.

3. SPANDAN CREATIVE DESIGNS PVT. LTD will incorporate suggestions and corrections given by Goutam Maity in first take of work content. of the outsourced by client with proper page numbers superimposed on respective pages in the lineup for review to Goutam Maity. SPANDAN CREATIVE DESIGNS PVT. LTD will have to submit the Final files which are approved by Goutam Maity in this stage. SPANDAN CREATIVE DESIGNS PVT. LTD will have to do some alterations if any suggested by Goutam Maity delivers the Color Output not exceeding by 5% of the WORK CONTENT.

4.2.2 Enhancements:

1. SPANDAN CREATIVE DESIGNS PVT. LTD may decide and alter the shots of the episodes to enhance the final delivery after the consent of Supervisor of by the Client.

2. SPANDAN CREATIVE DESIGNS PVT. LTD will not update any asset in the library without intimating Goutam Maity and will have to provide the altered assets to Goutam Maity with the final delivery of the Files.

4.2.3 Data Sharing:

Files/Data to be delivered in FTP and will be supplied back in FTP. Small files can be shared by mail and wetransfer. All the Data sharing should be documented by Goutam Maity and SPANDAN CREATIVE DESIGNS PVT. LTD.

4.2.4 Schedule:

The production time by SPANDAN CREATIVE DESIGNS PVT. LTD to complete work content. of the outsourced by client will be 47 Days from the day all the required pre production &; production material is delivered by Goutam maity Such days should be exclusive of any approval,retakes or corrections and there shall be an individual time span for the same.

4.2.5 Turnaround time for Feedback from Client:

Goutam Maity will provide feedback on work content. of the outsourced by client within 24 hours of delivery from SPANDAN CREATIVE

DESIGNS PVT. LTD

5 Project Changes

Retakes of work content

1. There will be first round of review on outsourced work content will be given by the supervisor of the k appointed by Goutam maity which will be documented.

2. SPANDAN CREATIVE DESIGNS PVT. LTD will incorporate the work content corrections/ suggestions given by the supervisor of the work content. of the

outsourced by outsourced by client.

3. Third round will only be the stage where Goutam Maity will review that the creative or technical feedback given in writing to SPANDAN CREATIVE DESIGNS PVT. LTD in the earlier two retakes have been taken care of satisfactorily or not. If not SPANDAN CREATIVE DESIGNS PVT. LTD will be bound to do the needful corrections.

6 EFFECTIVE DATE, TERM AND TERMINATION

6.1 Effective Date

This Agreement shall become effective on 2 starting of work content.

7.2 Termination

Either Party shall, without prejudice to its other rights in law or equity and without any liability and judicial intervention, be entitled to terminate this Agreement forthwith by giving written notice to such effect to the other Party, in case the other Party:

(a) has materially breached any of its obligations under this Agreement

and such breach has not been cured within forty five (45) days after such other Party has been notified of the intention of the first mentioned Party to terminate this Agreement pursuant to this Article; or

(b) Becomes the subject of proceedings in bankruptcy, or under insolvency laws or for receivership, liquidation, either voluntary or otherwise, or dissolution or in case of a change of control or merger of such other Party.

6.3 Survival of Payment Obligation

Notwithstanding the termination of this Agreement only for the reasons as stated above in Clause 7.2

7.3.1 The Client shall not be discharged of its obligation to pay for the Deliverables already delivered to The Client by the CONTRACTOR prior to such termination.

8 OWNERSHIP OF DELIVERABLES AND ASSIGNMENT OF IPR’s CONTRACTOR and The Client agree that all Deliverables including all revisions, amendments, modifications, and enhancements thereof and any other materials developed, created under this Agreement, are being developed as a “work- made-for-hire” for The Client and, in consideration of the Compensation from The Client (as stated in clause 2) , Contractor assigns, transfers, grants and conveys to The Client, its successors and assigns, all of CONTRACTOR’s right, title and interest in and to such Deliverables and other materials and all present and future copyrights, patent rights, trade secrets all and other intellectual property rights represented or embodied therein, and any other rights in all media throughout the world and universe in such Deliverables and other material to The Client, all free from and clear of any and all liens, encumbrances, charges and claims whatsoever for the full period of copyright and any extensions and renewals. For avoidance of doubt all media shall include but not be limited to television, internet, telephone, radio, video, computer software, publishing, merchandising.. CONTRACTOR shall retain right, ownership or title in the said Deliverables and other material(s) created for the purpose of this Agreement or in any related documents, Intellectual Property, trade secrets, confidential information or any other proprietary rights.

8 CONTRACTOR’s UNDERTAKINGS

Contractor agrees and undertakes the following;

8.1 Without prejudice to clause 7 above, CONTRACTOR shall at any time during or after the Term (if required by The Client), upon receipt of complete payment for each Deliverable(s), execute all necessary contracts and/or other documents and grant all necessary assistance to The Client for preservation of any and all rights, titles and interests in any Deliverables and any other materials developed for The Client as per this Agreement. Contractor expressly states and agrees that it has acquired and/or will acquire at its own expense from each of its employees all rights to all Deliverables and other material provided to The Client under this Agreement produced or developed by such employees in performing services for CONTRACTOR with regard to this Agreement, that are or may be necessary for Contractor to convey to The Client the rights granted under this clause and clause 7.

Any graphic/ animation characters and/or other deliverables and/or other material independently developed by Contractor to be used developed, marketed, licensed, assigned, etc, for/to any third party at any time during and/or after the Term, will be such that can be proved to be, in no way influenced by or similar/ deceptively similar to characters, deliverables, other material developed and/or created for The Client and/or based on the said information, inputs provided by The Client

8.2 All information, advice, material and Deliverables provided by Contractor shall be true and correct to the best of his knowledge and belief.

8.3 Contractor has full power and authority to enter into this agreement and it has the necessary infrastructure to duly perform the services as required under this Agreement and to provide the Deliverables and other materials as required under this agreement.

8.4 On expiry or termination of this Agreement, deliver to The Client on request, all property of The Client which is in Contractor’s possession.

8.5 The relation between The Client and Contractor is that of an Independent Contractor. Nothing in this agreement shall be taken as constituting CONTRACTOR an employee and/or agent of The Client. The Client undertakes that none of its employees and staff shall be construed in any manner, either expressly or by implication, as agents or employees of The Client and The Client shall in no way be responsible for the demands and like made by them.

8.6 Contractor will not at any time make any grant, assignment or agreement, which will materially conflict or interfere with the rights granted to The Client under this Agreement in respect of the Deliverables.

8.7 Contractor’s agrees to maintain strict confidentiality about this project and shall not disclose this work or the nature of this work to anyone.

8.8 Upon successful completion of the work, Contractor may refer to “Goutam Maity” as a “client”. Under no circumstances can footage from the project be shown to anyone else. Contractor undertakes to ensure confidentiality, compliance and data security of the materials, in regards to all its employees and its consultants.

9 MISCELLANEOUS

9.1 Notices: All notices and other communications required or permitted to be given under this Agreement shall be in writing, addressed to the Parties at their respective addresses as provided below, and may be delivered in person, sent by overnight express mail or courier service, or sent by certified or registered mail, postage prepaid, return receipt requested, at the addresses stated herein above.

9.2 Severability: The provisions of this Agreement are intended to be performed in accordance with, and only to the extent permitted by all applicable requirements of law. If any provision of this Agreement or the application of the Agreement to any Party or circumstances shall, for any reason and to any extent, be held invalid or unenforceable, neither the remainder of the Agreement nor the application of the Agreement or such provision to any other Party or circumstance or other instruments referred to in the Agreement or affected provision shall be affected thereby but, rather, the same shall be enforced to the fullest extent permitted by law. In the event that any provisions of this Agreement, or the application thereof, is held by any court of competent jurisdiction to be illegal or unenforceable, the Parties shall attempt in good faith to agree upon an equitable adjustment in order to overcome to the greatest extent possible the effect of such illegality or unenforceability.

9.3 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India.

9.4 Counterparts: This Agreement may be executed in two counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

9.5 Confidentiality: The Recipient shall not use any of the Confidential Information other than for the purposes of this Agreement. The Recipient (i) shall treat the Confidential Information as confidential and proprietary with the same degree of care as it uses for its own similar confidential information, but not less than reasonable care; (ii) shall not disclose or afford access to such Confidential Information to any persons other than Recipient employees who have a specific need to know such information only for the purpose of this Agreement, (iii) shall ensure that such persons to whom the Recipient discloses or affords access to the Confidential Information shall not disclose the Confidential Information to any other third parties or use the same for any purpose other than this Agreement.

However, provided that the Recipient is demanded by legal, judicial or administrative proceeding to disclose the Confidential Information, the Recipient, shall give the Discloser a prompt notice of such request to enable the Discloser to seek a protective order or other relief to prevent or limit disclosure of such Confidential Information and cooperate with the Discloser in such effort or to waive compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, Recipient or its Representatives are, in the reasonable written opinion of its legal counsel, compelled to disclose Confidential Information pursuant to such request or else stand liable for contempt or suffer other censure or penalty, Recipient or its Representatives may disclose that portion of the Confidential Information which such counsel has advised is required to be disclosed and Recipient shall use reasonable efforts to obtain assurance that confidential treatment will be accorded the Confidential Information. CONTRACTOR expressly agreed that without prejudice and in addition to the above it will not and shall not reveal or make public any financial or other information in connection with the Graphic/ Animation characters developed for The Client, terms of this Agreement and business of The Client or issue any publicity relating to the same, unless agreed to or requested by The Client in writing. This Clause will succeed the Term and/or earlier Termination of this Agreement.

9.6 No Warranty. All Confidential Information provided by the Discloser hereunder is provided without representation or warranty as to the accuracy or completeness of such information.

9.7 Return or Destruction. Upon termination of this Agreement and, in any event, upon the written request of the Discloser, the Recipient shall return to the Discloser all original copies and reproductions (in any form or media) of the Confidential Information or destroy the same (if requested by the discloser) and certify to the Discloser in writing that the Recipient has fulfilled and satisfied the requirements of this Paragraph 5.3

10.8 Indemnity. Contractor during and after the Term of this Agreement undertakes to indemnify and keep fully indemnified The Client from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision, the legal costs of The Client, awards and damages arising directly or indirectly as a result of any breach or non-performance by Contractor of any of Contractor’s undertaking(s), warranty(s), representation(s) and/or obligation(s) under this Agreement. 9.9 Dispute Resolution

9.9.1 When any disputes arise between the client and the contractor the aggrieved party will give a notice of the dispute to the other party.

Both parties will try and resolve the dispute within 30 days from the receipt of the said notice, failing which both parties will opt for Arbitration.

9.9.2 Any and all disputes or claims arising under this Agreement or out of or in connection with the execution, interpretation, performance,

or nonperformance of this Agreement or any or all of the foregoing shall be solely and finally settled by arbitration under the Arbitration and Conciliation Act, 1996. All arbitration proceedings shall be conducted in the English language. For the purpose of such arbitration, there shall be a sole arbitrator appointed by The Client

in accordance with the Indian Arbitration and Conciliation Act, 1996. Judgment upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be.

9.9.3 Arbitration shall be held in Mumbai. Each Party shall co-operate in good faith to expedite, to the maximum extent practicable, the conduct of any arbitral proceedings commenced under this Agreement.

9.9.4 The costs and expenses of the arbitration, including, without limitation, the fees of the arbitration, and including, without limitation, the fees of the Arbitral Tribunal, shall be borne equally by the Parties.

10.No Agency: Except as specifically agreed by the Parties, (a) this Agreement shall not make any Party an agent of any other Party for any purpose, (b) no Party shall have the right or authority to assume, create or enlarge any obligations or commitment on behalf of any other Party and shall not represent itself as having the authority to bind any other Party in any manner

11.No Waiver: The failure of any Party to insist upon the strict observance and performance of the terms, provisions or conditions of this Agreement shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms, provisions or conditions..

12. Force Majeure: Neither Party shall be liable by reason of failure or delay in the performance of its obligations under this Agreement if such failure or delay is caused by acts of God, war or any other cause beyond its control and without its fault or negligence provided however that the Party effected by such event shall give notice to the other Party(ies) in writing within seven (7) days of occurrence of such event with an explanation of the impact of such event on the performance of its obligations. Such affected Party shall make good faith efforts to mitigate the impact of the event. If such force majeure event continues for thirty (30) days or more, the non affected Party shall have the option to request a discussion between the Parties, which shall oblige the Parties to engage in an immediate good faith discussion, to determine the impact of continuation of force majeure events on the project, obligations to be fulfilled by the affected Party under this Agreement and take a decision thereon.