This Agreement (“Agreement”) governs Client’s use of services and other ancillary services (“Services”) provided by Vatitude. By initiating the project by paying advance payment upon discussion of the scope of work and commercials with Vatitude, the Client (“Client”) agrees to the terms of this Agreement. If the individual accepts this Agreement on behalf of a company or other legal entity, such individual represents that he has the authority to bind such entity and its affiliates to these terms and conditions, in which case the term “Client” shall refer to such entity and its affiliates. 

1. The Client appoints Vatitude to carry out and Vatitude agrees to provide the Services to the Client during the Term in accordance with this Agreement.
2. The Client will give a clear brief about the work and the required description of the Client’s business, brand, products for the execution of the Services as required from Vatitude. Based on the provided creative brief, Vatitude will provide Proforma Invoice/Estimate comprising of the scope of work and commercials (“Service Fee”) to the Client.
3. Once the commercials are agreed, the Client shall pay 50% of the Service Fee in advance to Vatitude to initiate the project. The remaining balance 50% shall be paid by the Client before the release of final artworks for print/digital use.
4. The Service Fee shall be exclusive of all applicable taxes and any third-party costs.
5. Client shall pay additional charges for the changes requested by Client which are outside the scope of work as specified in the Proforma Invoice/Estimate.
6. During the project, Vatitude may share some concepts, ideas or options for the work. The Client will select one of those options provided by Vatitude. Upon selection, Vatitude will further work on the selected option (“Deliverable”) and finalize it. Once finalized, Vatitude will share the final artwork of the Deliverable with the Client upon receiving the full payment of Service Fees. 
7. Please note that all the concepts, ideas or options shared by Vatitude for the work with the Client during the project are at utmost confidential and cannot be shared or discussed with any third party at all in any event. This is to clarify that such concepts, Ideas or options shall not form the part of Deliverables. Nor the Client has any right to use such concepts, ideas or options for their commercial use. If the Client intends to use such concept, idea or option, the Client shall immediately request commercials from Vatitude on the same. Once the Client pays such amount to Vatitude, then only Vatitude will transfer IP rights on such concept, idea or option for which Client paid and the Client can use the same accordingly.
8. Vatitude will undertake commercially reasonable efforts to perform the Services within the time as agreed. The Client agrees to review the Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) discuss or provide written comments for any concerns or queries to Vatitude. Vatitude will work and provide solution to the Client for such concerns and complete the project. Vatitude shall not be responsible for any delay caused by Client.
9. All Intellectual Property Rights and all other rights in the Deliverables and any pre-existing materials shall be owned by Vatitude. Upon the receipt of full and final payment, the IP transfer and copyright on the Deliverables will be assigned to the Client and will be the Client’s property.
10. Once Vatitude receives its full and final payment from the Client for the Services rendered, Vatitude will transfer and assign to the Client all the rights, title, and interest of whatever kind including intellectual property and copyright associated with the Deliverables (“Deliverables”) created by Vatitude for the Client.
11. Upon the completion of the full & final payment of the Service Fee, the Client will receive exclusive license to commercially use the Deliverables designed and provided by Vatitude. Vatitude retains the right to use the Deliverables as part of the portfolio, exhibition, or on website, social media for showcase purposes.
12. Such license or assignment will not take place if the Client fails to make the full payment as agreed for the project; or the Client cancel or stop the work in progress, or the project go dormant for longer than 45 days due to the Client’s delay or no-response. In such event, this Agreement shall be terminated immediately without providing any notice. The Client is not permitted or authorized to use the Deliverables for any commercial or business gains unless the payment is fully paid by the Client.
13. Vatitude shall not be liable to the Client as a result of any delay or failure to fulfil our obligations under this Agreement as a result of a Force Majeure Event such as failure of an internet connection, act of God, war, riot, covid, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
14. This Agreement shall be governed by and interpreted in accordance with the laws of India. The Jurisdiction for any disputes between the parties relating to this Agreement will be the Bangalore Courts.