Terms and Conditions

1. General

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1.1.         The Terms and Conditions set out below shall govern the Contractual agreement (the ‘Agreement’) between you (the Service User) and INTRALUX media (the Service Provider) and all subsequent requests for the provision of services and/or materials received by INTRALUX media from the Service User (referred to herein as the ‘Client’) from time to time, unless otherwise agreed in writing. 

 

1.2.         Please read these Terms and Conditions carefully as they govern your use of INTRALUX media services, service packages, including your use of our website and applications (collectively, the INTRALUX media Services) and any photos, videos, podcasts, audio, or other material generated under the contract. 

 

1.3.         These Terms shall supersede any terms and conditions set out by the Client and may only be modified by written agreement between INTRALUX media Services and the Client. 

 

The Client acknowledges that by accessing or using the services provided by INTRALUX, you agree to be bound by these Terms and Conditions.

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2. Services

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2.1.         INTRALUX media Services (‘INTRALUX’) the Creative Agency specialises in creative media production, offering services including but not limited to:

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• Photography

• Videography

• Graphic Design

• Branding

• Creative Direction

• Social Media Management

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2.2.        The specificities of the services, including service packages, pricing, timelines, and deliverables shall be outlined in a separate agreement between INTRALUX and the Client.

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2.3.         The scope of services provided by INTRALUX may vary depending on the specific needs and requirements of each Client. INTRALUX will work closely with each Client to determine the most appropriate services and deliverables to meet their objectives.

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2.4.         INTRALUX shall use reasonable efforts to ensure that all services and/or materials are provided in a timely and professional manner, adhering to industry standards and best practices.

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2.5.        Any additional services requested by the Client that are not explicitly outlined in the initial agreement may require a separate agreement and may be subject to additional fees.

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2.6.         INTRALUX media Services reserves the right to refuse services to any Client or terminate services if, in INTRALUX media’s sole discretion, the Client’s requests are deemed unethical, illegal, or otherwise contrary to INTRALUX media Services core values or interest.

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2.7.        The Client acknowledges and agrees that INTRALUX media Services may subcontract certain services to third-party providers or freelancers, as necessary, to fulfil its obligations under this Contract. INTRALUX media shall remain responsible for the quality and delivery of all services and/or materials notwithstanding subcontracting arrangements.

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3. INTRALUX media

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3.1.         INTRALUX media shall employ reasonable care and expertise in the creation and provision of the Deliverables to the Client, adhering to the specification delineated in the Statement of Work and Project Brief, and any supplementary requirements detailed in the Contract.

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4. Deliverables

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4.1.         The Client affirms that the supply of information provided to INTRALUX media as the Project brief, shall be complete and accurate in its entirety.

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4.2.         The total cost and any pre-established delivery dates for Deliverables shall be determined by the context of the supplied Brief. Any modifications to the Brief following the finalisation of the Project, whether such modifications have been enacted by the Client or any other factor beyond INTRALUX media’s control, may result in additional fees being invoiced to the Client for the time and effort spent by INTRALUX media, as well as potential schedule impacts.

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4.3.         The Client acknowledges and agrees that any changes to the Brief that requires INTRALUX media to deliver services outside the agreed scope, shall result in the Client bearing all additional charges, including any additional third-party charges.

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5. Delivery

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5.1.         Where the Service Provider is supplying Deliverables that include goods to the Client, the delivery of such goods shall be considered delivered upon the following conditions:

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i)  Three working days following notification to the Client that the goods await collection, or

ii)  On the day of delivery to the Client, if the Deliverables include physical delivery from INTRALUX media

to the Client.

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5.2.         In the event that the Client is unable to collect the goods as aforementioned, INTRALUX media reserves the right to determine the administrative arrangements for storage and/or movement on behalf of the Client, with all associated charges for such arrangements payable by the Client.

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5.3.         Acceptance of the delivered goods shall be in accordance with Clause 6.

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Transfer of Title and Risk

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5.4.         Transfer of risk and title shall only vest in and become the property of the Client, when the final sums owed to the Service Provider has been paid in full and the project Deliverables have been accepted in their entirety by the Client.

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6. Acceptance

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6.1.         The Client acknowledges that timely acceptance of the deliverables provided by INTRALUX media is essential to the successful completion of the Project. Any delays in approvals beyond the agreed-upon time frame may impact the Project schedule and incur additional costs.

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6.2.         INTRALUX media shall not be held liable for any additional costs incurred as a result of any related delays caused by the Client. Failure to provide the necessary approvals within the agreed period shall be deemed by INTRALUX media as acceptance.

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6.3.         In the event that deliverables and/or other materials are tendered to the Client for acceptance, it is the responsibility of the Client to assess the deliverables and promptly notify INTRALUX media of any identified errors or required amendments via the appropriate communication channels.

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6.4.         While INTRALUX media will make reasonable efforts to accommodate the requested changes, the Service Provider reserves the right to levy additional fees for any modifications beyond the original scope of work.

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6.5.         If the Service User fails to promptly notify the Service Provider of inaccuracies or fails to provide notification before the scheduled release and/or publication date, the Service Provider shall be absolved of all liability in relation to said error.

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7. Rejection

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7.1.          In the event that the Client rejects any of the works performed under this agreement, the Client shall provide written notice specifying the rationale for rejection in detail.

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7.2.         Upon receipt of such notice, the Service Provider shall have the opportunity to remedy the identified issues within a reasonable timeframe.

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7.3.         If the Client fails to provide timely notice of rejection to INTRALUX media or fails to specify the justification for rejection, the Client shall absolve its right to reject the works performed.

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8. Intellectual Property and Content Rights

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8.1.         All background Intellectual Property Rights pertaining to the Deliverables and incorporated into the Service User requirements, shall vest in and remain the absolute property of INTRALUX media. INTRALUX media shall grant to the Service User the non-exclusive right to use, copy, and disclose the Deliverables at no additional cost to the Client for the purposes solely related to the Project unless otherwise agreed.

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8.2.         All Foreground Intellectual Property Rights generated under the contract and for the purpose of the Client Project, shall vest in and become the sole property of the Service User upon completion of the Project and only when all sums payable to the Service Provider have been paid in full. The Service User agrees to grant INTRALUX media the non-exclusive right to use, copy, and disclose the Deliverables at no additional cost, for the sole purpose of advertising and marketing.

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8.3.         If deemed necessary for the performance of the agreement, use of third-party software shall be subject to the third-party license terms. Copyright to the third- party software is held by the copyright holders that shall be stipulated in the relevant third-party software or license. You hereby acknowledge and agree that it shall be your responsibility to bear the financial costs of any additional third-party licenses required to make for the performance of the agreement.

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8.4.         In the event that either Party seeks to limit or revoke the non-exclusive rights, the respective Party must submit written notice of its intent accompanied within 60 days from the decision date to limit or revoke the rights. If upon receipt of such notice, the receiving Party is content with the submitted evidence, the Parties in good faith shall come to an agreement on the allocation of rights.

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9. Liabilities

 

Unlimited Liabilities

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9.1.         Nothing in these Terms and Conditions shall limit or exclude INTRALUX media’s liability in respects of:

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i)  Death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors

(as applicable);

ii)  Fraud or fraudulent misrepresentation by it or its employees;

iii)  breach of confidentiality or intellectual property rights obligations

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Limited Liabilities

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9.2.         INTRALUX media’s total liability in respect of losses arising under this agreement whether in contract (including under any warranty), in tort (including negligence), under statute or otherwise, shall be limited to the total amount paid by the Client to INTRALUX media at the time of which the claim was made.

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9.3.         INTRALUX media shall not be held liable for any issues arising from any delays to the Project where such delay is not directly or indirectly caused by INTRALUX media, or if the delay is a caused by a default in the equipment supplied by the Client including but not limited to any content and/or materials, or from the duplication of Deliverables by a third-party.

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Financial Limitations

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9.4.         INTRALUX media shall not be held liable to the Client or to any third party for any economic loss, whether in contract (including under any warranty), in tort (including negligence), under statute or otherwise for or in respect of:

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9.4.1  indirect loss or damage;

9.4.2  special loss or damage;

9.4.3  consequential loss or damage;

9.4.4  loss of profits (whether direct or indirect);

9.4.5  loss of turnover (whether direct or indirect);

9.4.6  loss of business opportunities (whether direct or indirect); or

9.4.7  damage to goodwill (whether direct or indirect), even if that Party

was aware of the possibility of such loss or damage to the other Party.

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10. Dispute Resolution

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10.1.         INTRALUX media will attempt in good faith to resolve any dispute or claim arising out of or relating to the Contract through negotiations between the respective representatives of the Parties having authority to settle the matter, which attempts may include the use of any alternative dispute resolution procedure on which the Parties may agree.

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11. Travel and Expenses

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11.1.          INTRALUX media will use reasonable efforts to estimate costs and any additional expenses related to the Project. However, exact estimations may not always be feasible.

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11.2.        All expenses incurred during the performance of the Contract, shall be invoiced to the Client by INTRALUX media at cost. The Client shall honour all invoices within 5 business days from the date of issuance.

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11.3.         In cases where expenses are anticipated to be significant, INTRALUX media reserves the right to request that the Client make the full payment of such expense in advance.

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11.4.       General travel and expenses accrued in the course of delivering the Contract, including but not limited to travel, and hotel expenses, will be charged to the Client by INTRALUX media at cost. The Client shall pay for the invoices within 5 business days from issuance.

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12. Cancellation

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12.1.           Cancellation of any and/or all services shall incur a pre-agreed cancellation fee, and/or reduction to Contract price. This shall be determined by INTRALUX media at the point at which the cancellation request is raised. The Client shall provide written notice to the Service Provider 30 days prior to such cancellation. In the absence of a pre-agreed cancellation fee, the Client shall not have the right to terminate the Contract, claim material breach, or seek any reimbursement, terminate, or reduction of the total Contract price.

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12.2.        At the point at which termination occurs, both parties shall promptly settle any unresolved obligations, including outstanding payments, and INTRALUX media shall deliver any completed work or materials to the Client, subject to all outstanding payments being resolved.

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13. Termination

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13.1.      The Parties reserves the right to terminate this Contract by providing written notice to the other party only if:

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a) The Service User fails to fulfil any payment obligations under this Contract within 10 business days after

the due date,

b) or the Service Provider fails to rectify any other breach within 30 days of receiving written notice to do so.

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13.2.      Notwithstanding clause 13.1, if the agreement is terminated under condition a to clause 13.1, the Client shall be liable to fulfil the payable sums to the Service Provider.

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14. Force Majeure

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14.1.         INTRALUX media shall not be in breach of the agreement, nor liable for late or non-performance of any of its obligations under the agreement, if such delay or failure result from a “Force Majeure Event”. For the purposes of this Contract a Force Majeure Event is defined as one of the following:

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a. acts of nature;

b. war;

c. hostilities;

d. fire;

e. terrorist attack;

f. extreme adverse weather conditions;

g. epidemic or pandemic;

h. any act of Government or relevant authority; i. strike’s and/or labour disputes;

j. transportation disruptions;

k. internet/telecommunication disruptions;

l. hardware and/or software failures;

m. explosion;

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14.2.         INTRALUX media will in good faith find a mutually acceptable solution to mitigate the effects of the Force Majeure Event, and to facilitate the continued performance of its obligations under the Contract, this may include adjustments to the agreed timeline and adjournment of services.

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15. Confidentiality

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15.1.         Both parties agree not to disclose any confidential information received about the other party for the continued performance of the Contract or any pre-Contract discussions. This obligation shall not extend to information in the public domain or to information obtained independently without breaching this condition or any other confidentiality obligation.

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15.2.        Personal Data, defined as any information relating to an identified or identifiable person, shall be considered Confidential Information and afforded all the protections set forth in these terms and conditions. INTRALUX media shall comply with all applicable laws and regulations relating to data privacy and data security. INTRALUX media will maintain the confidentiality of all Personal Information and will not disclose Personal Information to third parties unless written consent is provided by the Client.

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16. Notice

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16.1.         Notice given under this agreement shall be in writing and delivered by post, by hand, or by email.

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17. Third Party Rights

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17.1.         Unless expressly written in the Contract, no term stated in this Contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any individual or entity who is not a party to it.

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18. Governing Law and Jurisdiction

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18.1.         This Contract and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with English law and each of the parties irrevocably submits to the non-exclusive jurisdiction of England and Wales.

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19. Disclaimer

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19.1.         INTRALUX media does not make any warranties, whether express or implied, regarding the completeness, accuracy, reliability, suitability, or availability of the website or the information, services, or related graphics contained herein for any purpose. Any credence you place on such information shall be at your own risk.

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19.2.        Under no circumstance shall INTRALUX media be liable for any loss or damage, including but limited to indirect or consequential loss or damage, arising from the use of this website.

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20. Entire Agreement

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20.1.         This Contract constitutes the entire agreement between the Service Provider (INTRALUX) and the Service User (the Client) relating to the subject matter of the Contract. The Contract supersedes, and neither Party has relied upon, any prior negotiations (excluding all and any negotiations pertaining to the subject matter of the Contract), representations and undertakings, whether written or oral, except that this Condition shall not exclude liability in respect of any fraudulent misrepresentation.