In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern the parties.
1. Services. Consultant (Amarnii Demesne Limited) agrees to perform for Client the services listed in the Scope of Services section of the website, Exhibit A attached hereto and executed by both Client and Consultant. Such services are hereinafter referred to as “Services.” Client agrees that consultant shall have ready access to Client’s staff and resources as necessary to perform the Consultant’s services provided for by this contract.
2. Rate of Payment for Services. Client agrees to pay Consultant for Services in accordance with the schedule contained in Exhibit B attached hereto and executed by both Client and Consultant.
3. Invoicing. Client shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by consultant, and Client shall pay the amount of such invoices to Consultant. All Clients under Monthly Payment Plan must submit payment of the amount due for each current month bill. Failure to meet the deadline of payment will accrue interest on the remaining balance. We provides a 10 day grace period from the time the invoice is generated and when it must be paid. Any invoice that is outstanding for 10 days and not paid will result in a interest charges/ late fee and/or an account suspension until account balance has been paid in full. The late fee is applied in addition to whatever else is owed to Amarnii Demesne LimitedHosting for services rendered. Access to the account will not be restored until payment has been received.
4. Confidential Information. Each party hereto (“Such Party”) shall hold in trust for the other party hereto (“Such Other Party”), and shall not disclose to any non-party to the Agreement, any confidential information of such Other Party. Confidential information is information which relates to Such Other Party’s research, development, trade secrets or business affairs, but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill in computer systems design and programming.
Consultant hereby acknowledges that during the performance of this contract, the Consultant may learn or receive confidential Client information and therefore Consultant hereby confirms that all such information relating to the client’s business will be kept confidential by the Consultant, except to the extent that such information is required to be divulged to the consultant’s clerical or support staff or associates in order to enable Consultant to perform Consultant’s contract obligation.
5. Staff. Consultant is an independent contractor and neither Consultant nor Consultant’s staff is or shall be deemed to be employed by Client. Client is hereby contracting with Consultant for the services described on Exhibit A and Consultant reserves the right to determine the method, manner and mean by which the services will be performed. Consultant is not required to perform the services during a fixed hourly or daily time and if the services are performed at the Client’s premises, then Consultants time spent at the premises is to be at the discretion of the Consultant; subject to the Client’s normal business hours and security requirements. Consultant hereby confirms to Client that Client will not be required to furnish or provide any training to Consultant to enable Consultant to perform services required hereunder.
The services shall be performed by Consultant or Consultant’s staff, and Client shall not be required to hire, supervise or pay any assistants to help Consultant who performs the services under this agreement. Consultant shall not be required to devote Consultant’s full time nor the full time of Consultant’s staff to the performance of the services required hereunder, and it is acknowledged that Consultant has other Clients and Consultant offers services to the general public. The order or sequence in which the work is to be performed shall be under the control of Consultant. Except to the extent that the Consultant’s work must be performed on or with Client’s computers or Client’s existing software, all materials used in providing the services shall be provided by Consultant.
Consultant’s services hereunder cannot be terminated or cancelled short of completion of the services agreed upon except for Consultant’s failure to perform the contract’s specification as required hereunder and conversely, subject to Client’s obligation to make full and timely payment (s) for Consultant’s services as set forth in Exhibit B, Consultant shall be obligated to complete the services agreed upon and shall be liable for non-performance of the services to the extent and as provided in Paragraph 10 hereof. Client shall not provide any insurance coverage of any kind for Consultant or Consultant’s staff, and Client will not withhold any amount that would normally be withheld from an employee’s pay. Consultant shall take appropriate measures to insure that Consultant’s staff is competent and that they do not breach Section 4 hereof.
Each of the parties hereto agrees that, while performing Services under this Agreement, and for a period of six (6) months following the termination of this Agreement, neither party will, except with the other party’s written approval, solicit or offer employment to the other party’s employees or staff engaged in any efforts under this Agreement.
6. Use of Work Product. Except as specifically set forth in writing and signed by both Client and Consultant, Consultant shall have all copyright and patent rights with respect to all materials developed under this contract, and Client is hereby granted a non-exclusive license to use and employ such materials within the Client’s business.
7. Client Representative. The following individual _________ shall represent the Client during the performance of this contract with respect to the services and deliverables as defined herein and has authority to execute written modifications or additions to this contract as defined in Section 14.
8. Disputes. Any disputes that arise between the parties with respect to the performance of this contract shall be submitted to binding arbitration by the American Arbitration Association, to be determined and resolved by said Association under its rules and procedures in effect at the time of submission and the parties hereby agree to share equally in the costs of said arbitration.
The final arbitration decision shall be enforceable through the courts of the state of Consultant’s address [15(ii)] or any other state in which the Client resides or may be located. In the event that this arbitration provision is held unenforceable by any court of competent jurisdiction, then this contract shall be as binding and enforceable as if this section 8 were not a part hereof.
9. Taxes. Any and all taxes, except income taxes, imposed or assessed by reason of this contract or its performance, including but not limited to sales or use taxes, shall be paid by the Client. Consultants shall be responsible for any taxes or penalties assessed by reason of any claims that Consultant is an employee of Client and Client and Consultant specifically agree that Consultant is not an employee of Client.
Payment Online
Amarnii Demesne Limited accepts cash, check, money order, VISA, MasterCard, Discover, and American Express.
Companies requesting credit must fill out a credit application before any order can be processed. A purchase order is required before any open account order can be processed.
Should any amount remain outstanding after its due date, interest shall run on said amount from the initial billing date at the rate of one percent (1%) per month (12% per annum) and shall accrue daily. In addition to the foregoing, the customer shall pay any and all costs, fees, charges or expenses of every nature (including without limitation Amarnii Demesne Limited's reasonable legal fees and litigation/arbitration fees and costs) incurred by Amarnii Demesne Limited in recovering any amounts owed to it by the Customer.
Intellectual Property Rights Protection
The customer represents and warrants to Amarnii Demesne Limited: (a) that it is the true and rightful owner of, or is licensed or otherwise possesses legally enforceable rights to use the registered and unregistered rights, titles, and interests in and to any United States or foreign trademarks, service marks, trade names, copyrights or other intellectual property rights relating to the materials provided to Amarnii Demesne Limited by the customer under this agreement, including but not limited to the right to reproduce, manufacture and otherwise use the materials; (b) that the customer and Amarnii Demesne Limited are not, or will not be, as a result of the execution and delivery of this agreement or the performance by Amarnii Demesne Limited of the obligations hereunder, in violation of any intellectual property rights of third parties; and (c) that no claims with respect to the customer's intellectual property rights or third party intellectual property rights in the materials are currently pending, nor to the knowledge of the customer, are threatened by any person, nor, to the customer's knowledge, do any grounds for any claims exist.
Customer agrees to indemnify, defend, protect, and hold harmless Amarnii Demesne Limited and its subsidiaries and their respective officers, directors, agents, affiliates, distributors, franchisees, and employees (collectively, "indemnified parties") against any liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including interest from the date of such damages), and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature, and description) (collectively, "damages") suffered, sustained, incurred, or paid by the indemnified parties in connection with, resulting from, or arising out of, directly or indirectly (i) any claim, demand, proceeding, or lawsuit by a third party based on any assertion that the services provided to the customer under this agreement breaches the patent, copyright, trademark, trade secret, or other proprietary right of such third party and (ii) any breach of any representation or warranty of the customer set forth in this agreement or the form, Intellectual Property Ownership Agreement, Purchase Order, or in any other form or document in connection herewith.
Amarnii Demesne Limited reserves the right, at its sole discretion, to investigate the ownership of any and all materials provided hereunder.
The customer agrees to provide Amarnii Demesne Limited, upon request, all necessary documentation of ownership or other legal rights, including without limitation all pertinent copyright and licensing information. By reserving these rights, Amarnii Demesne Limited does not in any way assume an obligation to investigate or verify ownership of any materials provided by the customer, and Judo Marketing may rely on the customer's representations and warranties herein and provided under Amarnii Demesne Limited Intellectual Property Rights Form even if Amarnii Demesne Limited investigates such ownership.
If Amarnii Demesne Limited determines, or has reason to believe, that the customer does not have the authority to produce the products sought hereunder, Amarnii Demesne Limited will have no further obligations to the customer to provide any products or any other services with respect to such materials, and Amarnii Demesne Limited will return such materials to the customer.
Pricing and delivery
The client's order will be delayed if the customer has failed to provide to Amarnii Demesne Limited all necessary materials.
The client's order will be delayed if the customer has failed to provide to Amarnii Demesne Limited all necessary materials. Quoted or acknowledged delivery dates are only estimated dates of delivery. Amarich Media Company specifically disclaims liability for delays in delivery and any resulting consequential damage or losses.
In the event a client fails to pay within ninety (90) days for any work completed, or in the event a client fails to accept delivery or pick up his finished product within ninety (90) days from completion, Amarnii Demesne Limited has the right to sell, dispose of, destroy or use any such material on hand in any way Amarnii Demesne Limited chooses without any liability by Amarnii Demesne Limited to the customer or others.
Amarnii Demesne Limited assumes that the client has backups or originals of all content (including without limitation masters, graphic files, multimedia files, video files, and audio files) provided in digital electronic. As such, Amarnii Demesne Limited is not obligated to return such electronic content to the customer upon completion of the order. Amarnii Demesne Limited will return original artwork, photos, transparencies, etc. furnished by the client upon completion and payment of the order.
While Amarnii Demesne Limited will treat the customer's materials with the utmost care, Amarnii Demesne Limited specifically denies liability for damage or loss due to fire, casualty, or negligence while the customer's materials are in the care and possession of Amarnii Demesne Limited.
Cilent's materials stored in Amarnii Demesne Limited’s premises are not insured and are stored strictly at the customer's risk. The client agrees to carry insurance coverage for its materials while at and in transit to and from Amarnii Demesne Limited premises.
Terms of Payment
Amarnii Demesne Limited requires a minimum deposit of 15% of the quoted purchase price. The balance of the service fee, subject to a five percent (5%) production under or over run, is due upon completion of the order, before shipping (no C.O.D.s).
If replication orders are prepaid in full, including freight and applicable taxes, any overs will be at no charge.
Reorders, rush orders and printed materials, must be prepaid in full, including freight and any applicable taxes.
Direct mail fulfillment orders always require postage to be paid before mailing. The customer will be informed of the exact postage after we receive customer’s mailing list.
For any other special direct mail services or materials, including mailing lists and data processing charges, the customer will be given an estimate of these charges prior to work being started on this portion of the project.
Warranty of product, limitation of liability, and indemnification
Amarnii Demesne Limited guarantees the customer's satisfaction with art and content proofs. If Amarnii Demesne Limited cannot satisfy the client, Amarnii Demesne Limited will refund the entire deposit amount if customer wants to cancel the project. However, once proofs are approved Amarnii Demesne Limited will charge for all work and services performed, even if the project is subsequently canceled.
Amarnii Demesne Limited warrants that material produced and delivered by Amarnii Demesne Limited meets Amarnii Demesne Limited’s standard specifications for the material or such other specifications as described in this catalog and meets generally accepted industry standards.
All custom-manufactured and/or printed Amarnii Demesne Limited’s products are unconditionally guaranteed against defects in quality and workmanship. If any custom-manufactured product produced by Amarnii Demesne Limited from or through the use of materials is found to be defective in quality, or is shipped or labeled in error,Amarnii Demesne Limited will replace or repair defective product and/or correct error in shipment or labeling at its own expense or, at Amarnii Demesne Limited’s option, refund to customer part or all of the purchase paid to Amarnii Demesne Limited, on the condition that a) written notice of such defect or error is received by Amarnii Demesne Limited at its office within thirty (30) days after shipment by Amarnii Demesne Limited to customer, and b) the defect or error did not result from a defect or error in the materials supplied by or on behalf of the customer. If said notice is not received by Amarnii Demesne Limited within the date indicated above, Amarnii Demesne Limited will be deemed to be released by the customer from any and all liability.
The Clients shall return any defective product to Amarnii Demesne Limited should Amarnii Demesne Limited so request. No merchandise may be returned to Amarnii Demesne Limited without written return authorization by Amarnii Demesne Limited. Product reruns orservice fee refunds will be prorated based on the quantity of defective merchandise returned. Before returning any product, you must obtain an RMA (return merchandise authorization) number from Amarnii Demesne Limited. The RMA number must appear on your address label. Amarnii Demesne Limited reserves the right to refuse delivery of any item returned without an RMA number.
Amarnii Demesne Limited is not responsible for any loss of revenue or profit or other financial damages of any kind whatsoever, whether direct or indirect, suffered by the customer for any reason whatsoever.
LIMITED WARRANTY
10. Liability. Consultant warrants to Client that the material, analysis, data, programs and services to be delivered or rendered hereunder, will be of the kind and quality designated and will be performed by qualified personnel. Special requirements for format or standards to be followed shall be attached as an additional Exhibit and executed by both Client and Consultant. Consultant makes no other warranties, whether written, oral or implied, including without limitation, warranty of fitness for purpose or merchantability. In no event shall Consultant be liable for special or consequential damages, either in contract or tort, whether or not the possibility of such damages has been disclosed to Consultant in advance or could have been reasonably foreseen by Consultant, and in the event this limitation of damages is held unenforceable then the parties agree that by reason of the difficulty in foreseeing possible damages all liability to Client shall be limited to One Hundred Dollars ($100.00) as liquidated damages and not as a penalty.
11. Complete Agreement. This agreement contains the entire agreement between the parties hereto with respect to the matters covered herein. No other agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of Consultant by any of its employees or agents, or contained in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to the subject matter hereof. Client acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein.
12. Applicable Law. Consultant shall comply with all applicable laws in performing Services but shall be held harmless for violation of any governmental procurement regulation to which it may be subject but to which reference is not made in Exhibit A. This Agreement shall be construed in accordance with the laws of the State indicated by the Consultant’s address [15(ii)].
13. Scope of Agreement. If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.
14. Additional Work. After receipt of an order which adds to the Services, Consultant may, at its discretion, take reasonable action and expend reasonable amounts of time and money based on such order. Client agrees to pay Consultant for such action and expenditure as set forth in Exhibit B of this Agreement for payments related to Services.
15. Notices.
(i). Notices to Client should be sent to the client current address on file or client business email address
(ii). Notices to Consultant should be sent to the consultant address on file or email address of the consultant
16. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party. Except for the prohibition on assignment contained in the preceding sentence, this Agreement shall be binding upon and inure to the benefits of the heirs, successors and assigns of the parties hereto.