GENERAL TERMS AND CONDITIONS

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE AVAILING THE SERVICES OF INDIAN SHADES. BY ACCEPTING ANY PROPOSAL OR BY AVAILING ANY SERVICES OF INDIAN SHADES, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO THESE TERMS AND AGREE TO BE LEGALLY BOUND BY THE SAME.

INTRODUCTION

ETHNIC SHADES ART AND MEDIA MANAGEMENT LLP is a Limited Liability Partnership incorporated under the provisions of the Limited Liability Partnership Act, 2008, having its registered office at #2712, Tripura, 4th Stage 2nd Phase Vijayanagar, Devraj Mohalla, Mysore – 570 018 and is inter alia engaged in providing various corporate engagement services, event management services and such other allied and ancillary services under its brand name ‘Indian Shades’

• INDIAN SHADES provides various customized services including event management services, art management services, etc. and also engages various strategic resources and trained personnel for providing its services. INDIAN SHADES exclusively owns all intellectual property of whatsoever manner created during any event conducted, created or hosted by INDIAN SHADES.
• For the purpose of these Terms and Conditions, wherever the context so requires, “you” or “client” shall mean any natural or legal person who has sought to or agreed to avail of any services of INDIAN SHADES. The terms “INDIAN SHADES” shall mean Ethnic Shades Art and Media Management LLP;
• You acknowledge that these General Terms and Conditions have been made available to you based on your request for services to be provided by INDIAN SHADES. You acknowledge that this document is an electronic record under the provisions of the Information Technology Act, 2000 and relevant Rules framed there under (as applicable or amended from time to time) and together with the proposal, invoice and e-mail communications indicating acceptance and scope of services, and any other terms specifically referred to in any of those documents, constitute a legally binding agreement (the “Agreement“) between you and INDIAN SHADES in relation to the services being provided by INDIAN SHADES.

1. SCOPE OF SERVICES

1.1. The Client is required to issue written communication (through post or e-mail) indicating the Client’s requirements at least 30 (thirty) days prior to the scheduled date of the event to be conducted for the Client.

1.2. Upon receipt of such requirements, INDIAN SHADES shall provide its proposal along with a quotation of its charges (“project fee”) for conducting such event for the Client.

1.3. The Client shall confirm the engagement of INDIAN SHADES for each separate event by way of issuance of a formal purchase order (or confirmation e-mail) outlining its requirements, the scheduled date of the event and the consideration/ charges agreed upon for the same. Such purchase order must be issued at least 10 (ten) days prior to the scheduled date of the event to be conducted for the Client.

1.4. The Client shall specify the location, medium or platform through which the event is to be conducted (i.e., venue in case of physical in-person event or platform or medium for digital events).

1.5. Upon receipt of the formal purchase order, INDIAN SHADES shall be responsible for creating content for the event, hosting the event, engagement/training and identifying and recruiting additional resources or personnel required for the event. INDIAN SHADES shall not be responsible for selecting the venue or platform for the event, which shall be completely the responsibility of the Client, and which shall be managed wholly by the Client.

2. CONSIDERATION

2.1 The consideration (“project fee”) for each event shall be payable in two tranches. 50% of the total consideration amount must be paid in advance at least 10 (ten) days prior to the scheduled date of the event.

2.2 The balance 50% of the consideration amount, along with any reimbursements of additional expenses shall be payable within 30 (thirty) days of the event.

2.3 INDIAN SHADES shall raise separate invoices for the advance amount payable and for the balance amount payable by the Client. Any delay in payment of any amounts due to INDIAN SHADES by the Client will render the Client liable to pay interest @ 18% p.a. from the due date till date of full realization.

2.4 In the event that INDIAN SHADES agrees to waive off the advance charges, the Client shall be liable to pay the entire project fee and additional expenses incurred by INDIAN SHADES within 30 (thirty) days of the scheduled event and in case of any delay in payment, the Client shall be liable to pay interest @ 18% p.a. from the due date till date of full realization.

2.5 The Client shall be entitled to make appropriate tax deductions in compliance with applicable tax laws and shall furnish necessary certificates of such deductions to INDIAN SHADES. The Client shall be responsible for payment of all indirect taxes (such as GST) and shall provide INDIAN SHADES with appropriate proof of such payments made by the Client within a reasonable period of time.
Additional Charges

2.6 The Client agrees and acknowledges that apart from the project fee specified in the proposal / quotation issued by INDIAN SHADES, it shall be liable to pay or reimburse to INDIAN SHADES all expenses incurred by INDIAN SHADES in the course of providing services to the Client (including but not limited to travel costs, accommodation charges, external vendor charges, special prop purchases, etc.)

2.7 The Client acknowledges that the proposal / quotation issued by INDIAN SHADES is based on the proposed number of participants in the event. The Client acknowledges and agree that in any in participant number beyond the initial agreement will result in proportionate additional charges. (For instance, if an event is to be conducted for 50 participants and the participants in the room are 60, an additional pro-rata charges will be levied by INDIAN SHADES). The Client acknowledges and agrees that if the number of actual participants is below the proposed / initial number of participants, no discount or waiver of charges shall be provided by INDIAN SHADES.

3. CANCELLATION AND POSTPONEMENT

3.1 In the event of any cancellation of the event by the Client 30 days prior to the scheduled event, the Client shall be liable to pay 50% of the project fee. If the advance amount has already been paid by the Client for such cancelled event, INDIAN SHADES shall be entitled to retain the same. If the advance amount has not been paid as on the date of cancellation, the Client shall pay the 50% of the project fee within 7 (seven) days of the cancellation of the event.

3.2 In the event of any cancellation of the event by the Client within 15 days of the scheduled event, the Client shall be liable to pay to INDIAN SHADES the entire project fee within 7 (seven) days of such cancellation. The Client acknowledges that such payment is on account of opportunity cost and time and effort spent by INDIAN SHADES on the event notwithstanding its cancellation and the Client agrees to pay the entire project fee to INDIAN SHADES.

3.3 You agree and acknowledge that the above clauses shall apply for cancellation of the event for any cause, including public unrest, climatic conditions, tech failure, change or unavailability of the venue, health and safety restrictions, change in government regulations, etc.

3.4 You further agree that in the event of cancellation within 15 days of the scheduled event, apart from the Project Fee, the Client shall be liable to pay or reimburse to INDIAN SHADES all expenses incurred by INDIAN SHADES(such as costs of travel arrangements, hotel bookings, special prop purchases, etc.)

3.5 You acknowledge and agree that failure to pay the advance amount within the time prescribed in Clause 2.1 above would entitle INDIAN SHADES to cancel the event at its sole discretion and you would not be entitled for any damages of whatsoever nature in the event of such cancellation by INDIAN SHADES for default of the Client.

3.6 You agree that in case of postponement of the scheduled event to within 30 days of the original date, you shall be liable to pay any additional expenses that may be incurred by INDIAN SHADES for preparation for the event or postponement of the event. In case of internal change in team/experts the revised project fee will be applicable if the situation demands so due to changes.

3.7 You agree that postponement of the event beyond 30 days from the originally scheduled date will be considered as a cancellation and a new commercial plan shall be drawn between you and INDIAN SHADES. You agree that the date of intimation of such postponement shall be considered as the date of cancellation and the obligations under Clauses 3.1 and 3.2 above shall follow.

4. INTELLECTUAL PROPERTY

4.1 You acknowledge and agree that INDIAN SHADES shall be the absolute owner of all creative content developed in pursuance of this Agreement or in relation to any event conducted by INDIAN SHADES. INDIAN SHADES shall be the sole and absolute owner of all intellectual property rights, especially copyrights in any creative works, of whatsoever nature including photographs, videos, performances, art-works, text, etc. and the services being provided by INDIAN SHADES, being in the nature of principal-to-principal services, you shall have no manner of claim, right, title or interest in any intellectual property created or arising out of any of the services rendered by INDIAN SHADES in pursuance of this Agreement.

4.2 INDIAN SHADES hereby provides the Client the following revocable, non-exclusive, limited licenses:
   a. To use the trademark / logos of INDIAN SHADES on its website or other marketing materials in relation to the event(s) conducted by INDIAN SHADES but not for any commercial purpose.
   b. To display or publish on the Client’s website or internal documents the photographs or still images of videos taken during the event, subject to due credit being given to INDIAN SHADES as the author and owner of such images or photographs and subject to all names and identities of experts / persons shown therein being masked / hidden.

4.3 The Client acknowledges that INDIAN SHADES shall be entitled to commercially exploit at its sole discretion any intellectual property arising out of or in pursuance of the services rendered by INDIAN SHADES under this Agreement and INDIAN SHADES shall be entitled to display, publish, make copies of, modify any such creative works or intellectual properties on INDIAN SHADES’s website, social media handles and/or any marketing materials of INDIAN SHADES.

4.4 The Client hereby permits INDIAN SHADES to use and display the brand name, tradename, trademark(s) and logo(s) of the Client on INDIAN SHADES’s website, social media handles and / or any marketing, promotional or advertising materials of INDIAN SHADES. INDIAN SHADES agrees to use and / or display such trademark(s) or logo(s) of the Client only for the purpose of identifying the Client and its association with INDIAN SHADES for the services rendered by INDIAN SHADES under this Agreement.

4.5 The Client acknowledges and agrees that it shall not use or exploit any way or manner any of the intellectual properties or intellectual property rights of INDIAN SHADES except to the extent permitted by this Agreement.

4.6 The Client agrees that it (including its employees, representatives and agents) shall not display, publish or advertise the event to the public in any manner and shall not publish any social media posts or links to the event on any online public platform without prior information to INDIAN SHADES. During a few events change of name to protect identity and IP will be mandatory.

5. Rights and Obligations of Client

5.1 The Client acknowledges its obligation to issue the formal purchase order well in advance of the scheduled date of the event and to promptly make payment of the advance amounts due to INDIAN SHADES.

5.2 The Client acknowledges its obligation to intimate INDIAN SHADES of the venue for any event or the digital mode / platform for the event. The Client acknowledges its responsibility to provide the link for such digital platform or digital / hybrid event and its responsibility for ensuring all technical functionalities of such platform.

5.3 The Client acknowledges its obligation to deal directly with INDIAN SHADES for all aspects of the event and the Client agrees that it shall not contact, directly or indirectly, any employee, agent or external vendor engaged by INDIAN SHADES for any purpose whatsoever.

5.4 The Client acknowledges its obligation to ensure all correspondence with respect to the event is routed through INDIAN SHADES or its designated point of contact.

5.5 You agree that prior to the scheduled date of the event, you may request INDIAN SHADES for changes to the content or delivery, however INDIAN SHADES shall have the sole and absolute discretion regarding the acceptance of such requested change. You acknowledge and agree that INDIAN SHADES shall have absolute creative control over the event and the content for such event.

5.6 You acknowledge your obligation to provide proper support and co operation to INDIAN SHADES, such support including providing time and resources for background tests, dry runs and for curating content specific to the event.

5.7 You undertake and agree not to share any event promos or photos or videos of the event on social media or any other public platform without the written consent of INDIAN SHADES.

6. Non-solicitation and non-circumvention

6.1 The Client agrees and undertakes that during the subsistence of this Agreement and for a period of 12 (twelve) months from the date of its termination, the Client shall not, directly or indirectly, solicit any employees, agents, partners, representatives or vendors of INDIAN SHADES to leave their employment with INDIAN SHADES and / or to join the Client as a permanent employee, consultant or any other form of employment or engagement.

6.2 During the subsistence of this Agreement, the Client agrees and undertakes not to directly or indirectly contact any third-party vendor of INDIAN SHADES or third party personnel engaged by INDIAN SHADES for providing any services under this Agreement. The Client acknowledges that INDIAN SHADES may have separate contracts / agreements with such third parties and arrangements pertaining to the intellectual properties of INDIAN SHADES and accordingly, the Client undertakes not to contact any such third party vendor or personnel for any similar events in the future without the express consent of INDIAN SHADES.

6.3 The Client agrees and undertakes that it shall not take or allow to be taken any action during the subsistence of this Agreement that has the effect of circumventing the terms or spirit of this Agreement.

7. Confidentiality

The Parties acknowledge and agree that the terms and contents of this Agreement are confidential and neither party shall disclose the terms of contents of this Agreement to any third parties, except to the extent that such disclosure is required to their employees or representatives for the performance of their obligations under this Agreement.

8. Term and Termination

8.1 This Agreement shall continue to be valid and binding until terminated by either party or mutually by consent of both parties.

8.2 Either Party may terminate this Agreement, with or without cause, by providing the other Party 60 (sixty) days’ advance written notice. This agreement shall stand terminated on the expiry of the 60th day from the date of receipt of the notice by the other party.

8.3 The Parties agree that they shall perform any obligations incumbent upon them or arising on them during the said notice period of 60 days.

8.4 In any event, within 30 (thirty) days of the termination of this Agreement, INDIAN SHADES shall furnish to the Client a final statement of accounts between the parties and the Client shall make payment of any dues of INDIAN SHADES within a period of 14 (fourteen) days of receipt of such statement from INDIAN SHADES.

9. Miscellaneous

9.1 Notice: Any notice delivered by post or courier to the addresses provided by either party to the other in the course of their communications or correspondence or by e-mail to the designated e-mail id of the other party will be deemed to be a notice duly served. You further agree that correspondences issued by e-mail shall be deemed served upon the next date of delivery if not responded to or acknowledged by the recipient party and all correspondences sent by e-mail shall be binding on the party issuing the e-mail.

‘Designated e-mail id of INDIAN SHADES’ – gowri@indianshades.org

‘Designated e-mail id of Client’ shall be the e-mail id from which the first correspondence to INDIAN SHADES is issued by the Client, unless any other e-mail id is expressly provided by the Client to be the designated e-mail id

9.2 Entire Agreement: This Agreement between You and INDIAN SHADES in relation to the scope of this Agreement supersedes all previous agreements in relation to same between the Parties. All schedules, annexures, amendments, purchase orders, proposals and pricing fee quotations pursuant to this Agreement shall form part of this Agreement and interpreted as a whole and composite Agreement.

9.3 Amendment: No modification or amendment to this Agreement and no waiver of any of the terms or conditions hereto shall be valid or binding unless made in writing and duly executed by both Parties.

9.4 Severability: If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of this Agreement, and all provisions not affected by such invalidity shall remain in full force and effect. The Parties shall nevertheless be bound to negotiate and settle an alternate clause that shall be as close to the intent of the original clause, and which shall nonetheless be valid and enforceable.

9.5 Relationship: It is understood that the parties are independent entities engaged in the conduct of their own business and all acts done under or pursuant to this Agreement are on a principal-to-principal basis. The parties shall not have the right or authority to assure, create, incur and liability or obligation of any kind, express or implied, in the name of or behalf of the other. Save and except as provided in this Agreement, neither party have any authority to act for on behalf of the other without the other’s written consent.

9.6 Governing Law and Forum: This Agreement shall be construed and interpreted in accordance with and governed by the laws of Union of India. The Courts in Bangalore shall have exclusive jurisdiction over all matters arising out of or relating to this Agreement.

9.7 Alternate Dispute Resolution: Any dispute, difference or question arising out of, in relation to or incidental to this Agreement, including any dispute as to the existence or validity hereof, shall be first attempted to be resolved by mutual discussions and negotiations. In the eventuality of failure of such negotiations, it shall be referred for arbitration to be conducted in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a Sole Arbitrator to be mutually appointed by the parties. The venue of Arbitration shall be Bangalore, and the proceedings will be conducted in the English language.

9.8 Assignment: This Agreement shall be personal to the Parties hereto and no Party shall have the right to assign or transfer any right or obligation hereunder in whole or in part to any third party without prior written consent of the other Party.

9.9 Authorised Representative: The signatories to this Agreement have been duly authorised by their respective Parties and no party will dispute the execution of this Agreement on the ground of authority of its representative under this Agreement.

9.10 Waiver: Either Party’s failure to enforce whole or any part of this Agreement shall not be a waiver of whole or any part of that Party’s rights under this Agreement.

9.11 Headings: The headings of this Agreement are not intended to be used as tools of construction and are provided for convenience only.