Terms & Conditions

Creative Services – Terms and Conditions

Wisebirds has been engaged by you, the Customer, to carry out Creative Services. Wisebirds provides these Services on these Terms of Service (Terms) and as detailed in the relevant order form. Any additional terms or conditions detailed in the order forms will be deemed to be incorporated into these Terms by reference. Wisebirds may in its discretion accept or reject any order form. A contract is formed when the Customer accepts Wisebirds’ quote for Services and Wisebirds accepts in writing an order for Services.

1. Definitions

Working Day means a day other than a Saturday, Sunday or statutory public holiday in the country where the relevant contracting Wisebirds entity is incorporated. Fees means the fees agreed between the parties when a contract is formed. Intellectual Property means any patent, design, trade mark, copyright, know-how, trade secret and any other proprietary right or form of intellectual property (whether protectable by registration or not) in respect of any technology, concept, idea, data, program or other software (including, without limitation) source and object codes, specification and process). Services means the services to be performed by Wisebirds as detailed in the relevant order form(s).

2. Service

2.1 The Customer has engaged Wisebirds to undertake the Services on the terms and conditions set out in these Terms and in the relevant order form(s). 2.2 Wisebirds will perform the Services with reasonable care, skill and diligence and will ensure that any third parties engaged by Wisebirds to assist with providing the Services also act with reasonable care, skill and diligence. 2.3 The supply of Wisebirds’ Services is subject to these Terms. Wisebirds may amend these Terms at any time. The most recent version of the Terms will apply to any orders entered into after the amendment(s) have been made.

3. Invoicing and Payment

3.1 Wisebirds will issue an invoice to the Customer for the Services by the fifth Working Day of each month or as set out in the relevant order form(s). Each invoice submitted by Wisebirds to the Customer will be payable within 30 Working Days of receipt. 3.2 Wisebirds may change the Fee if the Customer requests a variation to the Services, or where additional Services are required for any reason. 3.3 Wisebirds may charge interest on any overdue amount, together with actual costs incurred by Wisebirds for the enforcement of payment of such amounts. Interest will be charged at 10%. 3.4 If the Customer disputes any portion of any invoiced amount: (a) The Customer will notify Wisebirds of such dispute at the earliest reasonable opportunity; (b) The undisputed portion of that invoice will remain payable on the due date for payment set out at 4.1 above; and (c) The Customer will not be obliged to pay the disputed portion of that invoice until the parties’ dispute has been resolved.

4. Intellectual property and Privacy

4.1 Wisebirds acknowledges that the Customer is the owner of all Intellectual Property in the image, photograph or other media (Initial Copyright Work) being provided by the Customer. The Customer will only provide Initial Copyright Works that are owned by the Customer and that Wisebirds can use in providing the Services without infringing any Intellectual Property or privacy rights. 4.2 The Customer grants to Wisebirds a non-exclusive license to use, alter, amend, vary and/or change the Initial Copyright Work to the extent necessary to enable Wisebirds to provide the Services. 4.3 To the extent that Wisebirds’ provision of the Services creates a new copyright work, that new copyright work will be owned by the Customer. 4.4 The Customer grants to Wisebirds a non-exclusive license to incorporate the Initial Copyright Work, the results of Wisebirds’ Services (including, without limitation, any new copyright work created thereby), and Customer’s name, logo and brief description of the business relationship between Wisebirds and Customer (including, without limitation, the Services provided pursuant to this Agreement but not including pricing information) in Wisebirds’ marketing and advertising material including, without limitation, websites owned or operated by Wisebirds (or owned or operated by third parties on behalf of Wisebirds), press kits, press releases and presentations to third parties.