STANDARD TERMS AND CONDITIONS FOR SERVICES OF PENTABASE CO.,LTD..
1. Definitions
“Agreement” means Services Agreement between PENTABASE CO.,LTD. and the client relating to the provision of Services by PENTABASE CO.,LTD. to the client;
“Agreed Period of Notice” means 30 calendar days;
“Client” means a particular client of PENTABASE CO.,LTD. which is party to an Agreement and its successors and any transferees to whom PENTABASE CO.,LTD. consents;
“Intellectual Property Rights” means patents, trademarks and service marks, rights in designs, copyrights and topography rights (whether or not registrable and including applications for registration of any of the foregoing) and all similar or equivalent rights;
“Services” means services provided by PENTABASE CO.,LTD..
2. Application of Terms
These Terms and Conditions, as supplemented by the other terms of the Agreement, shall govern the provision of all Services. In the event of any inconsistency between the Agreement and any other document, the Agreement shall prevail.
3. Scope of Services:
PENTABASE CO.,LTD. will render such professional communications services as agreed with the Client in advance.
a. Services included in the project Fee shall include activities specified in Clause 2 of the Service Agreement as agreed to by the Client.
4. Fee Arrangements:
a. Client agrees to pay PENTABASE CO.,LTD. a Project Services Fee (detailed in section 2(i) of the PENTABASE SERVICES AGREEMENT), deposited to the account invoiced to the Client on the first day of services as mentioned in the service agreement (detailed in section 1 of the PENTABASE SERVICES AGREEMENT).
b. Should PENTABASE CO.,LTD. be required to undertake work on behalf of Client outside Korea, a fee estimate, based on Project Fees and Disbursement in effect for the particular country affiliate will be submitted in advance for Client approval.
c. Client agrees to reimburse PENTABASE CO.,LTD. as Disbursement for any direct expenses reasonably incurred in providing services to client at actual cost, without markup. Such costs shall include, but are not limited to, local transportation, local courier, overseas courier, photocopying charges, telephone & fax etc.
d. Where PENTABASE CO.,LTD. uses the services of an external supplier in providing services to Client, or finances the cost of services provided by third parties upon obtaining the approval in writing by Client, Client agrees to pay PENTABASE CO.,LTD. the cost of such services together with a mark-up of 10.00% (“Handling Fee” or “Financial Handling Fee”, inclusive of V.A.T.) Such costs shall include, but are not limited to, photography, graphic design (including design and consultation, typesetting, artwork and printing), audio-visual production costs, and production and printing of collateral materials.
5. Invoicing:
a. PENTABASE CO.,LTD. shall submit an invoice for the Retainer and/or Project Fee (as specified in 2(i) of the Services Agreement) at the beginning of each calendar month for the service of that month.
b. Retainer and/or Project Fee (subject to receipt of invoices for PENTABASE CO.,LTD. suppliers) shall be invoiced monthly in arrears, with the exception that PENTABASE CO.,LTD. reserves the right to invoice in advance the cost of approved Disbursements which exceeds a single amount equivalent to $1,000 USD.
c. Project Fee and Disbursements, if any, charged by country affiliates outside Korea, shall be included in invoices submitted to Client by PENTABASE CO.,LTD. unless otherwise directed by Client.
d. All invoices submitted to Client shall provide reasonable details of Disbursements incurred on behalf of Client. Back-up documentation shall be available for inspection on request and Client reserves the right to refuse the payment for Disbursements not supported with back-up documentation or receipts or not directly related to the Services hereunder.
e. Client agrees to pay all PENTABASE CO.,LTD. invoices in a timely fashion. Invoices shall be due on the first day of services provided by PENTABASE CO.,LTD..
6.Late and Non-Payment of Invoices
a. If Client fails to pay any amount due to PENTABASE CO.,LTD. on the due date, PENTABASE CO.,LTD. shall be entitled to charge interest at 3% per month on the amount overdue. Such interest shall accrue from day to day, after as well as before any judgment, and shall be payable on demand and compounded monthly.
b. PENTABASE CO.,LTD. reserves the right at any time not to provide any Services and to retain work and materials in its possession, custody or control until all outstanding payments, expenses and charges are settled in full.
7. Reporting on Activities:
PENTABASE CO.,LTD. will report periodically and in a timely manner to Client on activities undertaken on Client’s behalf and progress towards ongoing objectives. Where applicable or requested by Client, monthly activity reports summarizing PENTABASE CO.,LTD. actions and progress towards ongoing objectives shall be prepared and submitted to Client for the duration of the retainer and/or project.
8. Specific Responsibilities of Client and PENTABASE CO.,LTD.:
Client shall be responsible for the accuracy, completeness and propriety of all information concerning its organization, products, industry and services, which it furnishes to PENTABASE CO.,LTD.. It shall be Client’s responsibility to review all promotional, publicity or other materials prepared by PENTABASE CO.,LTD. to confirm that representations with respect to Client’s products and services are accurate.
It shall likewise be Client’s responsibility to confirm the accuracy and legality of the products and services described or depicted.
Accordingly:
a. Client agrees to indemnify and hold PENTABASE CO.,LTD. harmless from and against any and all losses, damages, liabilities, claims, demands, suits and expenses (including reasonable legal fees) that PENTABASE CO.,LTD. may incur or be liable for as a result of any claim, suit or proceeding made or brought against PENTABASE CO.,LTD. based upon or arising out of defects in content and/or products sold, supplied, manufactured or otherwise dealt in by Client, or representations concerning Client or its products or services to the extent furnished or prepared by or at Client request for use by PENTABASE CO.,LTD., provided that (1) PENTABASE CO.,LTD. notified Client within a reasonable time, not to exceed seven days, of PENTABASE CO.,LTD.’ receipt of any notice or service of legal dispute which Client has agreed to hold PENTABASE CO.,LTD. harmless, (2) PENTABASE CO.,LTD. cooperates with Client and in no way compromises Client’s ability to defend against the claim, and (3) Client retains full control over the defense of such claim.
This indemnity shall not include any losses, damages, liabilities, claims, demands, suits and expenses that PENTABASE CO.,LTD. may incur as a result of the willful default, fraud and negligence of PENTABASE CO.,LTD. or its officers, directors, employees and agents or in respect of the publication of materials without the prior written approval of the Client.
b. PENTABASE CO.,LTD. agrees, wherever required, to obtain releases, licenses, permits and other authorization to use photographs, copyrighted materials, artwork or other property rights belonging to third parties for use in the implementation of programs or projects for Client.
PENTABASE CO.,LTD. shall indemnify and hold Client and its officers, directors, employees, agents, customers, and sub-licensees harmless from any loss, damage, liability, claim, suit or proceeding made or brought against Client and expenses including but not limited to attorney’s fees and expenses suffered or incurred by any of them arising out of or resulting from the making use of deliverables rendered under the Services by PENTABASE CO.,LTD., defects in the deliverables prepared, supplied, manufactured by PENTABASE CO.,LTD. and/or actual or alleged infringement of patents, copyrights or any other intellectual property held by any third party or parties.
c. Client accepts that after materials have been issued by PENTABASE CO.,LTD. to the general public via various mediums (social media, news, community channels, related communication channels) or to another third party, its use is no longer under PENTABASE CO.,LTD.’S control. PENTABASE CO.,LTD. can therefore not be held liable for any publication or use of materials if Client has modified the materials or used them in an illegal or improper manner and such modification or use is the cause of the liability.
9. PENTABASE CO.,LTD. Status as Agent for Client:
In purchasing materials or services on Client’s behalf, PENTABASE CO.,LTD. will be acting as Client’s agent, and all orders placed and contracts entered into by PENTABASE CO.,LTD. for such purposes with its suppliers and other persons may so state unless Client has directed PENTABASE CO.,LTD. to maintain the confidentiality of the engagement.
10. Approvals and Authorities
After obtaining Client’s general approval for the Services, PENTABASE CO.,LTD. shall submit to Client for the prior written approval of drafts and proofs of any materials to be published. Client’s approval of drafts and proofs shall constitute its authority for PENTABASE CO.,LTD. to publish the same in the same form.
11. Amendments and Cancellation
a.Subject to paragraph (b), where any instruction to change or cancel work done (or agreed to be done) is given by Client, PENTABASE CO.,LTD. shall be entitled to charge Client the Project Fee and Disbursements for the Services rendered up to the time such instruction is made and received by PENTABASE CO.,LTD..
b. Where the Services include the production of any printed item, the first two revisions of any content generated or printed items may be requested by Client at any stage of such production without extra cost. (Any revisions on graphic designs, artwork, printed items, video content, digital content, or photography will be charged.) Otherwise, where any instruction to change or cancel work done (or agreed to be done) is given by Client, PENTABASE CO.,LTD. shall be entitled to charge Client at its limit cost as quoted for work done on the relevant Services, plus expenses.
12.Intellectual Property Rights, Ownership, and Custody of Materials
a. Intellectual Property Rights
All the Intellectual Property Rights in all works created by or on behalf of PENTABASE CO.,LTD. for Client (the “Works”) shall belong to Client.
b.Ownership
All materials prepared for and paid for by Client will be the property of the Client.
c. Custody of Materials
PENTABASE CO.,LTD. shall be entitled to destroy all such materials and work left in its possession two years after completion of the Services to which they relate, or at such earlier time as PENTABASE CO.,LTD. considers reasonable, if they have not been collected by Client within two weeks (of such longer period as may be specified in the notice) after PENTABASE CO.,LTD. has given notice in writing no less than twice to Client to collect them. PENTABASE CO.,LTD. shall not be liable in respect of any loss or damage to such material or work after such period.
13.Compliance with Laws and Regulations
PENTABASE CO.,LTD. shall be responsible for ensuring that the Services are in compliance with all applicable laws and regulations, and PENTABASE CO.,LTD. may in the performance of the Services refuse to do any act if it considers that it might involve a breach thereof. Under this Agreement, PENTABASE CO.,LTD. is deemed to be aware of and knowledgeable about applicable laws and regulations with regards to the regional legal framework where Services are rendered hereunder.
14. Termination
a. Unless otherwise stated therein the Agreement shall continue until terminated (without prejudice to previously arising rights and obligations) by either side giving the other a written notice terminating the Agreement on expiry of a period specified in such notice and being not shorter than the Agreed Period of Notice.
b. In the event of termination of this agreement for whatever reason, Client will be responsible for all fees payable hereunder to PENTABASE CO.,LTD. and costs, expenses and disbursements incurred by PENTABASE CO.,LTD. on behalf of Client up to and including any notice period.
c. On the satisfaction by Client in full of its payment obligations, PENTABASE CO.,LTD. will co-operate with Client so far as practicable in enabling the Client to take over any contract and arrangement with third parties, and will transfer to Client any unused materials purchased on behalf of Client.
d. The parties will separately agree in good faith as to any additional compensation payable to PENTABASE CO.,LTD. in the event that detailed creative or other work for a future program or project prepared by PENTABASE CO.,LTD. at the request of Client during the period of this Agreement are subsequently implemented in whole or in part by or on behalf of Client.
e. Notwithstanding paragraph (a) above, either party may, without prejudice or any other right or remedy which may be available to it, terminate the Agreement forthwith by written notice if the other party commits any breach of these Terms and Conditions; or if, in the opinion of terminating party, the other party ceases, threatens to cease, or is unable, to carry on business, or if a receiver is appointed over all or part of the property, assets or undertaking of the other party or such an order is made against the other party, or if the other party shall enter into any composition or voluntary arrangement with its creditors or shall become unable to pay its debts as and when the same become due.
15. Overseas Offices
In the provision of Services, Clients authorizes PENTABASE CO.,LTD. to instruct and subcontract or otherwise delegate to PENTABASE CO.,LTD.’ overseas partners, affiliates or associates, provided that PENTABASE CO.,LTD. shall obtain the prior written approval of the Client prior to such instruction, subcontract or delegation. However, where such overseas partners affiliates or associates are instructed by Client directly, on a principal basis, Client confirms and agrees that the Agreement and the Conditions will not apply to such dealings.
16. Assignment/Invalidity/Waiver
a. Neither party may assign the Agreement or any rights thereunder to any person without prior written consent of the other party.
b. Even if any part of the Agreement shall be declared invalid or unenforceable, the validity or enforceability of the remaining part shall not be affected, and the same shall remain in full force and effect.
c. A waiver of any right under the Agreement shall not be valid unless made in writing specifying the circumstances of the breach to be waived, and shall only operate as a waiver of that breach as so specified and not of any other or subsequent breach of that right, or of the provision giving rise to such right.
17. Regional Law/Jurisdiction
The Agreement shall be governed by and construed in accordance with the laws of the region in where Services are rendered.
18. The Titles in the Agreement:
Titles used in the Agreement are for reference only. In the event of a conflict between a title and the content of a section, the content of a section shall control
19. Use of Client Name:
PENTABASE CO.,LTD. shall not reference Client nor use Client’s name, logo or other identifying marks or information on its website, in its marketing materials, on client lists or in any similar manner without Client’s prior written consent.
End of Document.