Terms and conditions
1. Cooperation between the parties to the contract
1.1 GACHOKI STUDIOS shall receive from the client all the documents, information, and data necessary to deliver the agreed services in the form as requested by GACHOKI STUDIOS. As far as GACHOKI STUDIOS creates or adapts designs or provides design services for the client under this Contract, the client shall provide to GACHOKI STUDIOS a complete requirements specification as well as all the required test data in the form that GACHOKI STUDIOS requests. The user requirements specification shall become binding as soon as GACHOKI STUDIOS consents to it in writing. Upon request, GACHOKI STUDIOS shall provide support to the client in drawing up the user requirements specification against separate compensation.
1.2 The client shall use its best efforts to support GACHOKI STUDIOS in delivering the services and take all the measures required to attain the project goals which do not expressly fall under the obligations of GACHOKI STUDIOS. The client shall keep additional copies of all data handed over to GACHOKI STUDIOS on its premises to ensure that restoration will be possible in case the data is damaged or lost. Support, as well as services and products to be supplied by the client, shall be provided at no cost to GACHOKI STUDIOS.
1.3 Each party shall name to the other party an appropriately qualified employee who shall be capable of providing relevant information required for the Contract to be executed and of either taking or initiating any necessary decisions.
2. Service delivery
2.1 The schedule and the detailed services shall be defined in the Contract. Unless otherwise agreed upon, GACHOKI STUDIOS shall deliver the services on its premises. As far as GACHOKI STUDIOS performs activities on the client’s premises, the client shall provide adequately equipped workplace(s).
2.2 In delivering the services, GACHOKI STUDIOS shall have the right to use third parties or other partnering companies. Unless otherwise agreed upon, the delivery of training services by GACHOKI STUDIOS shall not be included in the Contract.
2.3 A project shall be considered abandoned after 60 consecutive days have passed since the last communication received from the Client. In all abandoned projects, deposits are forfeit without option for reclamation. Any renewal of the project after termination will require a new agreement, fee schedule, and deposit.
3. Changes in any project
All additions, alterations, changes in content, layout, or process changes requested, will alter the time and cost. The Client shall offer GACHOKI STUDIOS the first opportunity to make any changes. All requests for changes shall be in writing. The client has a total of 1(one) revision opportunity to request changes in a project. Where changes are not possible to implement, the client will NOT be refunded in full but a portion of fee based on the work already done.
Gachoki Studios retains all rights of ownership of all pre-final production work samples, sent to the client for approval. All samples sent to a client via any media shall be for approval and disapproval purposes only. The client shall not reproduce, distribute, edit, or use these samples without documented consent from GACHOKI STUDIOS. The client is obligated to respond to samples soonest possible. If the client does not respond within 48 (forty-eight) hours after receiving a sample of work, it will be assumed as an approval by the client to continue with the project as it is.
5.1 In the event of cancellation of an assignment, ownership of all copyrights and the original artwork shall be retained by Gachoki Studios, unless the client requests for the work as it is. The cancellation fee for work completed, and expenses already incurred, shall be paid by the Client.
5.2 Cancellation fee is based on the hours submitted, if the project is on an hourly basis or a percentage based on the time estimate for the entire job. A 100% cancellation fee is due once the project has been finished, whether delivered to the client or not. If the project is on an hourly basis and the project is canceled by the client, the client agrees to pay no less than 100% of the hours already billed for the project at the time of cancellation. Cancellation shall be in writing.
6. Changes in deadlines and scope of services
6.1 The scheduled deadlines agreed upon in the Contract shall be extended appropriately if GACHOKI STUDIOS is prevented from delivering the agreed services for reasons for which GACHOKI STUDIOS is not responsible. Reasons for which GACHOKI STUDIOS is not responsible shall, without limitation, include any delays or substandard products/services/support supplied by the client, also mobilization of troops, war, insurrection, natural disasters, changes in-laws after the conclusion of the Contract, strikes or lockouts (“force majeure”). Any additional expenses arising to GACHOKI STUDIOS from such events shall be borne by the client.
6.2 Changes in the scope of services in terms of quality and/or quantity (change requests), especially changes in the client requirements specification or the accepted specifications, shall be subject to a written agreement, with the related deadlines and compensations having to be adjusted accordingly. Unless otherwise agreed upon, GACHOKI STUDIOS shall provide extra services only against applicable payment to be agreed in advance in writing.
7. Remuneration and retention of title
7.1 The Client shall reimburse Gachoki Studios for all expenses arising from this assignment, including the payment of any sales taxes due on this assignments, and shall advance Gachoki Studios for payment of said expenses, including but not limited to Stock Photography, Artwork, Voice Artists and or any other material needed for the project. Duplication costs are not included at the time the quotation is prepared unless the client requests.
7.2 Unless otherwise agreed upon, GACHOKI STUDIOS shall calculate the amounts payable in compensation based on hourly rates specified in the Contract. The amounts payable shall be charged at the end of each month based on the reports on services delivered submitted by GACHOKI STUDIOS.
As far as GACHOKI STUDIOS provides services at fixed prices (fixed or all-in prices), GACHOKI STUDIOS shall be entitled to request an advance payment of at least fifty percent (50%) of the fixed price (fixed or all-in price); and payment dates shall be agreed in the Contract dependent on the progress of service delivery (“milestones”). Irrespective of the pricing model, GACHOKI STUDIOS’ prices shall be always considered net prices exclusive of VAT or any other applicable taxes, which shall be charged separately.
7.3 Service delivery on-site at the client shall be charged at a half day’s rate at least. The markups generally applicable at GACHOKI STUDIOS shall be charged for services delivered outside normal working hours (Sunday to Thursday, 10.00 a.m. to 7.00 p.m.); on Fridays, Saturdays or public holidays as well as on days which are generally non-working days at GACHOKI STUDIOS.
7.4 Payment shall be due within ten (10) days from the date of the invoice without deductions unless there is a documented payment agreement. If the client defaults in payment, GACHOKI STUDIOS shall be entitled to claim interest on arrears as legally applicable. Should the client’s default in payment exceed fourteen (14) days, GACHOKI STUDIOS shall have the right to cease the delivery of all services without the need of so notifying the client in advance and to make the compensation for all services already provided immediately due and payable notwithstanding any dates fixed for payment. For Web Design services, GACHOKI STUDIOS shall have the right to take down the website without the need of notifying the client should they default in payment.
7.5 The grant in full, of any license right of copyright including login details for the website is conditioned on receipt of full payment. The client is to pay for all services and products provided by GACHOKI STUDIOS whether they use the products or not since the work has already been done as requested.
7.6 Travel time of GACHOKI STUDIO’s employees shall be considered working time. Also, the client shall reimburse travel costs at the same rate as they occur. In the case of travel by car, the legally applicable mileage-based flat rate shall be charged. In the case of travel by airplane, the price for the ticket shall be charged. Other ancillary expenses, such as telephone costs, shall be charged as incurred.
7.7 The client shall not have the right to withhold or offset payment on the grounds of any warranty claims or other claims unless approved of in writing by GACHOKI STUDIOS or asserted by court order. Until the compensation due to GACHOKI STUDIOS has been paid up in full, plus interest and cost,
7.8 GACHOKI STUDIOS shall reserve the title to all goods delivered by GACHOKI STUDIOS. Unless otherwise agreed upon, the client shall not have the right to use the products and services delivered by GACHOKI STUDIOS until having fully paid up all amounts due to GACHOKI STUDIOS.
7.9 All fees, taxes, and duties arising under this Contract, such for instance legal transaction fees, import taxes, or withholding taxes, shall be borne by the client. In case GACHOKI STUDIOS is charged with any such fees, taxes, or duties, the client shall fully indemnify GACHOKI STUDIOS against any payments thereof.
The fees and expenses shown are minimum estimates only unless an hourly fee has been agreed upon. That fee will be Hourly Fee per hour and Gachoki Studios shall keep the client apprised of a tally of hours within a reasonable period. Final fees and expenses shall be shown when the invoice is rendered. The fees and expenses are shown are minimum estimates only unless the quote and/or invoice is marked Firm Quote, otherwise, the stated hourly fee will be payable on all time over that which was quoted with a minimum in 30-minute increments.
All invoices are payable within 30(thirty) days of receipt unless there is a documented payment agreement. A 5% per month service charge is payable on all overdue balances for reissuing each invoiced at 45, 60, 75, and 90 days from the date of the original invoice.
10. Acceptance and Warranty
10.1 As far as the design services (shortly called “designs”) are to be created or adapted by GACHOKI STUDIOS, such designs shall be submitted to acceptance procedures by the client immediately after they have been made available for acceptance. If defects are identified during acceptance, GACHOKI STUDIOS shall remove the defects within a reasonable period at no cost to the client and then make the designs available for renewed acceptance. If the client fails to perform acceptance procedures for any reason other than the presence of a major defect that significantly impairs the use of the designs, the designs shall be considered accepted 1(one) week after having been made available for acceptance, but in any case as soon as it is being used or passed on by the client. These provisions shall apply mutatis mutandis to documents, such as detailed specifications or client requirements specifications, to be drawn up by GACHOKI STUDIOS under the Contract. After acceptance by the client, such documents shall be regarded as the only basis for service delivery by GACHOKI STUDIOS.
10.2 Defects that occur within a warranty period of 1 month (for game designs- six (6) months) after acceptance of the designs are duly given notice of by the client in writing shall be cleared by GACHOKI STUDIOS within a reasonable period at no cost to the client. The client shall submit all documents, information, and data necessary for fault clearance purposes as may be requested by GACHOKI STUDIOS.
10.3 As regards design scopes which the client has extended, GACHOKI STUDIOS shall provide warranty up to added extension. In all other respects, warranty for designs modified by the client without the prior consent of GACHOKI STUDIOS shall be excluded, even if a fault occurs in a non-modified part unless the client proves that there is no causal relationship between the fault and the modifications made by the client.
10.4 The warranty provisions outlined in Section 7 shall apply mutatis mutandis to deliveries and services provided by GACHOKI STUDIOS. However, as far as the delivery of services by GACHOKI STUDIOS includes the delivery of services and products supplied by third parties, the special terms and conditions of warranty of the respective vendor shall prevail.
10.5 Any claims for warranty raised by the client exceeding those mentioned in the present General Terms and Conditions shall be excluded, irrespective of which legal grounds they might be based.
11.1 To the extent permitted by mandatory law, GACHOKI STUDIOS shall in no case be liable for indirect damage, loss of information or data, operating interrupts, loss of earnings, and other consequential damages.
11.2 Client agrees, shall not hold GACHOKI STUDIO’s agents or employees liable for any incidental or consequential damages that arise from GACHOKI STUDIO’s failure to perform any aspect of the project promptly, if such failure was caused intentionally, unintentionally or negligent acts or omissions of Client, any client representatives or employees, a third party or factors beyond the control of Gachoki Studios e.g.
Breakdowns, Power Blackouts, Riots, etc. The client shall be updated in case such unforeseeable circumstances occur.
11.3 The Client shall indemnify GACHOKI STUDIOS against all claims and expenses, including attorney’s fees, due to the uses for which no release was requested in writing or for uses that exceed authority granted by a release.
11.4 Any warranty and damage claims from the client other than those expressly mentioned in these General Terms and Conditions, irrespective of the legal grounds they might be based on, in particular those due to loss or damage resulting from consulting, support in the implementation of design products, or software product defects, shall be excluded unless there is an obligatory liability, for instance for damage caused intentionally or by gross negligence proved by the client.
12. Dispute Resolution
12.1 All disputes arising out from a Contract, including or related to it, including those arising from or concerning its interpretation, invalidity, performance or termination, as well as the disputes for filling gaps in a Contract or its adaptation to newly facts, shall be settled by an amicable effort of both parties.
12.2 Any disputes above the maximum limit for small-claims court arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator according to the rules of the Kenyan Law. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The client shall pay all arbitration and court cost, reasonable attorney’s fees, and legal interest on any award of judgment in favor of GACHOKI STUDIOS. All actions, whether brought by the client or by GACHOKI STUDIOS will be filed in GACHOKI STUDIOS’s county of business.
13. Term of Contract
13.1 GACHOKI STUDIOS shall deliver the consulting and design services either for the duration of the project agreed upon with the client or for the duration agreed upon in the Contract. As far as services under this Contract are provided on an ongoing basis, each of the parties to the Contract shall have the right to terminate the Contract in writing by registered mail giving 1-month notice. Any designs not yet accepted at the time the Contract is terminated shall, in any case, be completed and compensated for under the terms and conditions of the Contract.
13.2 In all other respects the parties to the Contract shall have the right to prematurely terminate, in writing by registered mail, a Contract concluded for an indefinite period for good cause.
Good cause shall exist, in particular, when the other party’s property and assets are subjected to insolvency proceedings or when the opening of such proceedings is rejected due to a lack of assets, or when the other party to the Contract violates material obligations under the Contract, in particular, payment obligations so that the terminating party can no longer be reasonably expected to continue the Contract.
13.3 Each page of this contract and other related contracts must have GACHOKI STUDIOS’s official stamp and signature from an authorized representative of GACHOKI STUDIOS for it to be legally binding.
14. Concluding clauses
14.1 Collateral agreements and alterations to the Contract need to be made in writing to be effective.
14.2 GACHOKI STUDIOS shall have the right to transfer the Contract with all its rights and obligations to third parties. The client must not transfer rights and obligations under the Contract without GACHOKI STUDIOS’s prior written consent.
14.3 If any of the provisions of the Contract is or becomes invalid, this shall not serve to invalidate the remaining provisions thereof. In such cases, the parties shall make every effort to find provisions whose business results would match those of the invalid provision as closely as possible.
15. Changes to Terms and Conditions
Gachoki Studios operates https://gachoki.com, which provides Animation and Visual Effects services.
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