𝟮(𝗯) Upon requesting Services from mmerci, the Client shall be deemed to have accepted these Terms and these Terms shall become binding as between the Client and mmerci, notwithstanding the absence of any formal acknowledgment.

𝟮(𝗰) The Client and mmerci may enter into a Contract for Services which will constitute a separate binding contract between the parties and shall incorporate (with any necessary changes) these Terms. In the case of any conflict or inconsistency between these Terms and any subsequent Contract for Services, these Terms shall take precedence.

𝟮(𝗱) Unless otherwise expressly stated in writing, all quotations and estimates supplied by mmerci are invitations to offer. The Client’s order will be treated as an offer and shall become binding upon acceptance by mmerci.  

𝗣𝗥𝗜𝗖𝗘𝗦 𝗔𝗡𝗗 𝗧𝗘𝗥𝗠𝗦 𝗢𝗙 𝗣𝗔𝗬𝗠𝗘𝗡𝗧
𝟯(𝗮) mmerci will invoice the Client for the prices quoted in respect of Services to be provided at the times set out in the Contract for Services. Unless otherwise mutually agreed in writing, mmerci’s quoted prices are for services and materials requiring standard procedures based upon the use of mmerci’s facilities and personnel during normal working hours.  

𝟯(𝗯) The first 50 percent advance payment is to be made before the Commencement of the project and the remaining 50 percent is to be made on the day of the final delivery of the product. The final output without a watermark will be shared only after receiving the full amount.

𝟯(𝗰) mmerci shall be entitled to adjust any quoted prices if additional costs are incurred, or likely to be incurred.  

𝟯(𝗱) Unless otherwise agreed by mmerci in writing, all invoices rendered by mmerci are payable by the clients within 10 days from the date of invoice.  

𝟯(𝗲) Any Client requests for revisions, additions, or deletions to the Services ordered by Client or changes in the schedule for the Services (collectively, “Modifications”), shall be negotiated in good faith by the parties, and performed by the terms of one or more mutually agreed additional or updated estimates.  

𝟯(𝗳) The final project can be modified up to three times excluding major alterations and additional items are to be discussed separately.

𝟯(𝗴) If the client approves the finalized output but requests further changes thereafter, an amendment fee of 10% of the total project cost and the render fees will be applicable.  

𝟯(𝗵) Major changes to the approved project will affect production and thus will be subject to a schedule change, postponement of delivery date, and extra costs incurred due to the amendments needed.

𝟯(𝗶) mmerci shall retain title to all Works until all outstanding sums have been paid in full.  

𝟯(𝗷) Payment of all amounts shall only be made in the currency in which they are invoiced and shall not be subject to any deductions or charges whatsoever. GST (if any) and other conversion charges are not included in the estimate and will be added extra in the invoice if applicable.

𝟯(𝗸) In the event of default in payment by the Client under this Agreement, mmerci shall be entitled, without prejudice to any of its other rights or remedies, to suspend any further performance of the Services without notice. Client agrees to pay all reasonable costs and expenses incurred by mmerci, in connection with the collection of any monies owed by Client to mmerci.  

𝗣𝗘𝗥𝗙𝗢𝗥𝗠𝗔𝗡𝗖𝗘 𝗔𝗡𝗗 𝗗𝗘𝗟𝗜𝗩𝗘𝗥𝗬
𝟰(𝗮) Unless otherwise agreed in writing between the parties, all times specified in the Contract for Services for the performance of the Services and delivery of the Works are given in good faith but are not guaranteed by mmerci. The Customer shall have no right to damages or to terminate the contract or cancel the order for failure to meet any performance or delivery time stated including but not limited to failure arising out of the negligence of mmerci. The final Project shall be delivered to the client on an External hard disk or through FTP transfer. The final output will be delivered in Full HD.  

 
𝟰(𝗯) If mmerci and the Client shall agree that any goods shall be delivered electronically (“Direct Delivery”) the following provisions shall apply:
The Client acknowledges that Electronic Delivery is not or may not be a completely secure medium of transfer that an unauthorized third party may intercept, tamper with, or delete goods delivered by Electronic Delivery and that Electronic Delivery may involve reliance upon third-party data carriers over which mmerci has no control.
mmerci shall not be responsible for and shall have no liability to the Client for:  
any delay in delivery or any non-receipt of any Works delivered electronically;
any loss or damage (including loss of data) that results from any person gaining unauthorized access to any Works delivered electronically;
use or disclosure of any data obtained by any third party as a result of that third party gaining unauthorized access to any Works delivered electronically; and
any loss or damage resulting from any malfunction of or the introduction of any viruses, worms, logic bombs, time locks, time bombs, or trojan horses.  

𝗧𝗘𝗥𝗠𝗦 𝗢𝗙 𝗣𝗔𝗬𝗠𝗘𝗡𝗧
𝟱(𝗮) All invoices rendered by mmerci are payable within 10 days of the dates thereof.

𝟱(𝗯) The Customer shall pay all amounts owing to mmerci in full and shall not exercise any rights of set-off or counterclaim against invoices submitted.

𝟱(𝗰) In the event of default in payment by the Client, mmerci shall be entitled to exercise any right or remedy available to it under any applicable law, including, without limitation, to suspend any further performance of or deliveries under any contract or contracts between mmerci and the Client without notice and to charge interest on any amount outstanding at a rate of 5% from the due date of payment to the actual date of payment.

𝟱(𝗱) The source file shall be delivered to the client only after all the invoices are settled in full.  

𝗖𝗔𝗡𝗖𝗘𝗟𝗟𝗔𝗧𝗜𝗢𝗡
𝟲(𝗮) Except where otherwise stated in a Quote or Contract for Services, this Agreement will expire on completion of the Services to be provided under it.

𝟲(𝗯) Any contract between mmerci and the Client may only be canceled or varied with the written consent of mmerci and upon the terms of these conditions. The giving of mmerci’s consent shall not in any way prejudice mmerci’s right to recover from the Client full compensation for any loss or expense arising from such cancellation or variation.

𝟲(𝗰) Without prejudice to any other rights or remedies available to mmerci, if notice of cancellation of a booking is received by mmerci less than 24 hours before the date for performance of the contract, mmerci shall be entitled to charge such booking in full under mmerci’s rate card current at the date of such cancellation. If such a notice of cancellation is received less than five working days but more than 24 hours prior to the date for performance of the contract, mmerci shall be entitled, without prejudice to any other rights or remedies available to it, to charge such booking at one half of the full rate under mmerci’s rate card current at the date of such cancellation.  

𝗙𝗢𝗥𝗖𝗘 𝗠𝗔𝗝𝗘𝗨𝗥𝗘
𝟳(𝗮) In the event of the Services being prevented, delayed, or in any way interfered with by any act of government, war, industrial dispute, strike, breakdown of machinery or equipment, accident, fire or by any other cause beyond mmerci’s control, mmerci may, at its option, suspend performance of or cancel this Agreement, without liability to the Client for any resulting damage or loss, such suspension or cancellation being without prejudice to mmerci’s right to recover all sums owing to it in respect of Services and Works delivered and costs incurred up to the date of suspension or cancellation.  

𝗜𝗡𝗧𝗘𝗟𝗟𝗘𝗖𝗧𝗨𝗔𝗟 𝗣𝗥𝗢𝗣𝗘𝗥𝗧𝗬
𝟴(𝗮) The Client shall indemnify mmerci from and against all actions, claims, costs, charges, expenses, and proceedings arising from or incurred because of any defamatory or libelous matter or any infringement or alleged infringement of any patent, trademark, copyright, registered design or design copyright or another exclusive right, including without limitation, any moral right claim or any other title of any third party in respect of any work carried out for the Customer by mmerci.  

𝗟𝗘𝗚𝗔𝗟
𝟵(𝗮) The contract between mmerci and the client shall be governed and interpreted exclusively according to the Indian Contract Act, of 1872. If mmerci files an action against the client claiming a breach of these Conditions and mmerci prevails, then mmerci shall be entitled to recover reasonable Legal fees and any damages or other relief that mmerci may be awarded.

𝗖𝗨𝗦𝗧𝗢𝗠𝗘𝗥’𝗦 𝗠𝗔𝗧𝗘𝗥𝗜𝗔𝗟𝗦
𝟭𝟬(𝗮) Where the Customer supplies any materials to mmerci or where any materials or goods which are the property of the Customer are otherwise left in mmerci’s possession:
mmerci shall not be liable in respect of any loss or damage or otherwise arising as a result of damage to or the loss or destruction of such materials or goods;  
the Customer shall insure all such materials or goods to their full value against all risks;
the Customer shall remove all such materials or goods within six months of the date of issue of mmerci’s invoice relating to such materials or goods and if the Customer shall not timely remove such materials or goods, mmerci shall be entitled to return all such materials or goods to the Customer and to charge the Customer for any costs and expenses incurred by mmerci in so delivering such materials or goods. If mmerci does not so return such materials or goods, mmerci shall not be liable for any loss or damage to such materials or goods while they are in the possession of mmerci and the Customer shall maintain insurance to the full value of such materials or goods against all risks.  
Where materials are supplied or specific instructions are given by the Customer, mmerci shall accept no liability for any delay in delivery or reduction in the quality of mmerci’s services caused by defects in or the unsuitability of such materials so supplied or by mmerci’s adherence to such specific instructions.

𝗧𝗜𝗧𝗟𝗘 𝗔𝗡𝗗 𝗢𝗪𝗡𝗘𝗥𝗦𝗛𝗜𝗣
𝟭𝟭(𝗮) Title to the goods the subject of the contract or any relevant part thereof shall only pass to the Customer upon the Customer paying to mmerci all sums due and payable by it to mmerci under the relevant contract and all other prior contracts between mmerci and the Client.

𝟭𝟭(𝗯) Upon full payment by Client, mmerci with full title guarantee will assign to the Company (by way of assignment of present and future copyright) the entire copyright and all other rights of whatsoever kind or nature throughout the world in and to all the products of mmerci’s services.

𝟭𝟭(𝗰) Without prejudice to the assignment referred to in the proceeding clause, for the avoidance of doubt, mmerci shall retain ownership of the following computer software, technical processes, trade secrets, models, rigging, and technical devices, and know-how developed by or used by mmerci to create the goods or services excluding any third party software materials not owned by mmerci.  

𝗚𝗘𝗡𝗘𝗥𝗔𝗟
𝟭𝟮(𝗮) During the performance of a service by mmerci that requires a model from the client, the client shall send the same to mmerci at their own expense via courier or any other modes of transfer within the stipulated period prescribed by mmerci.

𝟭𝟮(𝗯) After the completion of the said project and settlement of payments, the model sent in by the client shall be returned by mmerci.