Terms & Conditions

All your interactions and business with Atlantis Creative Studios are subject to the terms and conditions below. By engaging Atlantis Creative Studios, you confirm that, you have read, understand and accept all the terms and conditions below.

Atlantis Creative Studios (referred to herein as ‘Atlantis’ ‘ACS’ ‘Agency’ ‘we’, ‘us’, ‘our’) is a business established, registered and operates along Standard Street, Nairobi, Kenya.

The terms and conditions set out below (“Terms”) govern any Contract that we enter into with you, the client (referred to as ‘Client’, ‘you’, ‘your’) in respect of our Animation Services, Visual Effects Services and Still Render Services (defined below) and apply whether you view our services or communicate with us via email, our website, mobile applications or social media or whether you communicate with us by telephone, post or any other medium of communication.

You should print a copy of these Terms for future reference. We will not file a copy specifically for you, and they may not be accessible on this website in the future.

These Terms and Conditions are available in the English language only.

If you have any questions about these Terms and Conditions, please contact Atlantis Creative Studios by email at info@atlantis-studios.net

1. Definitions and interpretation

1.1. In this Terms and Conditions:

“Acceptance Period” means 3 Business Days beginning on the date of actual delivery

“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

“Agreement” means this agreement and any amendments to it from time to time;

“Amendments” means alterations to Work in Progress which results in the estimated lead time as set out in the Creative Brief or the estimated time communicated by the Agency, to complete that Work in Progress or the level of personnel or cost required to perform the Services, being exceeded.

“Animation Services” means creating an animated video for a Client’s business, organization, brand, or product. This may include idea generation, storyboarding, scriptwriting, voiceover, bespoke or stock music and sound effects, bespoke or stock graphic design, illustration, and character design, filming, 2D animation or 3D animation,

“Applicable Laws” means any present or future law relating to the Services including any code of practice, adjudication, decision, guideline, direction including any modification, revision or replacement thereof from time to time;

“Approved File Format” to include “.jpg”, “.pdf”, “.mp4” and “.eps” file formats and such other formats, electronic media, and other platforms as agreed between the Agency and the Client and set out within the scope of any Instruction accepted by us from time to time.

“Business Day” means any weekday, other than Saturday or Sunday or a bank or public holiday in Kenya;

“Business Hours” means between 8:00 am and 5:00 pm Kenyan time on a Business Day;

“Contract” the contract created between us following your acceptance of our Proposal and Quotation for the supply of Services, by these Terms.

“Creative Brief” means the creative specification produced by us as our interpretation of your Instruction setting out description and scope of services required to produce the Deliverables and which is agreed between us before commencement of the Services and which may be revised as required from time to time upon our mutual agreement.

“Deliverables” means any products or services produced by the Agency based upon your Instruction whether that is carried out by us in a single or multiple phases, which may include, the production of the Creative Brief, mood board, or other forms of a design concept, the proofs, designs, images, photographs, video footage, animation files, artwork, graphics, models, copy, communications, digital or hard copy, software, footage, features, characters or other Deliverables commissioned by you and set out in any Instruction placed by you that are produced by the Agency by these Terms.

“Discovery Process” means that phase in the performance of the Agency’s Services that explores and considers the Client Instruction to produce the Creative Brief.

“Final Works” means the final versions of Work in Progress produced by the Agency which shall be submitted to the Client for approval.

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other Intellectual Property Rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Instruction” means any order, instruction, statement or work, or brief submitted by you for our Services following acceptance of our Proposal based on the Creative Brief or Specification as the case may be.

“Logo Design Services” means the design of a logo or set of logos or branding produced by us under the Creative Brief.

“Marketing Materials” means any of the Agency’s proprietary or promotional material in any form or on any medium, to promote or market or otherwise advertise our Services including but not limited to catalogs, newsletters, brochures, presentation folders, case histories, annual reports, manuals, technical bulletins, posters, labeling and recruitment, and any electronic materials, whether on our website, social media, or any other means of electronic communication.

“Proprietary Materials” means any materials, publication brochures, designs, formats, concepts, drawings, graphics, illustrations, images, artwork, footage, or materials of any kind owned by or used by the Agency in the performance of the Services or that relate to our business generally;

“Services” includes any or all of our Animation Services, Design Services, or Filming Services or any services related to the production of Deliverables, performed under any Creative Brief agreed between us.

“Visual Effects Services” means creating imagery or manipulating outside the context of a live-action shot in filmmaking and video production. The integration of live-action footage and other live-action footage or CG elements to create realistic imagery animated video for a Client’s business, organization, brand, or product. This may include idea generation, storyboarding, scriptwriting, voiceover, bespoke or stock music and sound effects, bespoke or stock graphic design, illustration and character design, filming, 2D animation or 3D animation,

“Acceptance Criteria” has the meaning given to it in Clause [14.1];

“Fees” means the amounts payable by the Customer to Atlantis under or in relation to this Agreement;

“Confidential Information” means:

  1. any information supplied by one party to the other party (whether supplied in writing, orally or otherwise) marked as “confidential”, described as “confidential” or reasonably understood to be confidential;
  2. the terms (but not the existence) of this Agreement;

“Control” means the legal power to control (directly or indirectly) the management of an entity (and

“Controlled” will be construed accordingly);

“Customer Works” means the works and materials provided to Atlantis by the Customer, or by any third party acting for or on behalf of the Customer, for incorporation into the Website;

“Defect” means a defect, error, or bug having a material adverse effect on the appearance, operation, or functionality of the Website but excluding any defect, error, or bug caused by or arising as a result of:

  1. an act or omission of the Customer, or an act or omission of one of the Customer’s employees, officers, agents, or sub-contractors;
  2. an incompatibility between the Website and any other application, program, or software (other than the Customer Works and the Third Party Works).
    “Delivery Date” means the date for delivery of the Website;
    “Design Elements” means the visual appearance of the Website (including page layouts, artwork, photographs, logos, graphics, animations, video works, and text comprised in the Website) together with all mark-ups and style sheets comprised in or generated by the Website, but excluding:
    1. the Customer Works; and
    2. the Third Party Works;

“Effective Date” means the date of execution of this Agreement;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks, and wars);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the

“Intellectual Property Rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs);

“Services” includes any or all of our Animation Services, Visual Effects Services, Still Render Services, Design Services, or Filming Services or any services related to the production of Deliverables, performed in accordance with any Creative Brief agreed between us.;

“Software Elements” means the Website excluding:

  1. the Design Elements;
  2. the Customer Works; and
  3. the Third Party Works;

“Third Party Works” means the works and materials comprised in the Website, the Intellectual Property Rights in which are owned in whole or part by a third party (excluding the Customer Works);

“Term” means the term of this Agreement;

“Unlawful Content” has the meaning given to it in Clause [16.1];

“Work in Progress” any single tranche or any element of output generated and/or produced by us during the performance of the Services, whether in a hard copy or digital format of whatever form or medium including any element of any Deliverables.

“Year” means 365 days (or 366 days if there is a 29 February during the relevant period) starting on the Effective Date or any anniversary of the Effective Date.

1.2 In this Agreement, a reference to a statute or statutory provision includes a reference to:

  1. that statute or statutory provision as modified, consolidated, and/or re-enacted from time to time;
  2. and any subordinate legislation made under that statute or statutory provision.

1.3 Clause headings do not affect the interpretation of this Agreement.

2. Engagement

2.1 These Terms set out how we deliver our Services and regulate the Contract we enter into with you. Receipt by us of your signed Confirmation Acceptance Form (defined at clause 3.6 below) indicates acceptance of our Proposal and your agreement to these Terms.

2.2 The Contract between us under the Terms and Conditions on this page shall commence with effect from the date of either the following:

  1. when you accept our quotation
  2. when you accept our proposal
  3. when you pay a deposit for your project

3. Client instruction

3.1 You can submit a request for our Services by telephone at + 254 735 840 870, or by email to info@atlantis-studios.net or otherwise via our website inquiries forms. If you are an existing Client or your Instruction is part of a larger project that we are undertaking for you, any Instructions placed with your nominated Agency account manager will be processed in accordance with these Terms unless otherwise agreed in writing between us.

3.2 Your Instruction sets out the Services you need from the Agency, any Deliverables you require us to produce, and other bespoke or specific requirements that you may have.

3.3 Your Instruction should contain a clear description of your requirements, any brief you wish us to consider and any Deliverables you wish us to produce.

3.4 Upon consideration of your Instruction, we will send you our Proposal including any recommendations of what is required to produce the Deliverables, which may include our suggested timescales and any project methodologies that we consider may be needed to meet your requirements.

3.5 Our Proposal shall only remain valid for 30 Business Days from its date of issue by us. The Proposal does not constitute an offer to provide our Services to you, or that we have entered into any Contract with you.

3.6 The Proposal does not constitute an offer to provide our Services to you, or that we have entered into any Contract with you. When you notify us that you accept our Proposal (either by responding to our email containing our Proposal or otherwise requesting the Agency to proceed based on our Proposal which indicates acceptance), the Agency’s written acceptance of your Instruction will be sent to you, which you must confirm agreement to these Terms.

3.7 These Terms apply to the Contract between us to the exclusion of any other terms that you, the Client, or anyone on your behalf, seeks to impose or incorporate, into our agreement with you at any time, or any terms that may be implied by trade, custom, practice or course of dealing.

4. Client’s obligations

4.1 ACS shall receive from the client all the documents, information, and data necessary to deliver the agreed Services in the form as requested by ACS. As far as ACS creates or adapts designs or provides design Services for the client under this Contract, the client shall provide to ACS a complete requirements specification as well as all the required test data in the form that ACS requests. The user requirements specification shall become binding as soon as ACS consents to it in writing. Upon request, ACS shall provide support to the client in drawing up the user requirements specification against separate compensation.

4.2 The client shall use his/her best efforts to support ACS in delivering the Services and take all the measures required to attain the project goals which do not expressly fall under the obligations of ACS. The client shall keep additional copies of all data handed over to ACS 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 ACS.

4.3 The client shall name an appropriately qualified employee or contact person who shall be capable of providing relevant information required for the Contract to be executed and of taking or initiating any necessary decisions. In the event no name is given officially, the first employee or contact person that got in touch with Atlantis Creative Studios shall be deemed as the appropriately qualified employee or contact person who shall be capable of providing relevant information to Atlantis Creative Studios, required for the Contract to be executed

4.4 If performance of the Services is prevented or delayed by any act or omission by the Client or failure by you to perform any relevant obligation (“Client Default”):

  1. we shall, without limiting our other rights or remedies have the right to suspend performance of the Services until you remedy the Client Default, and we shall be entitled to rely on the Client Default to relieve us from performance of the Services to the extent performance is prevented or delayed by Client Default;
  2. we shall not be liable for any costs or losses sustained or incurred by you that arise directly or indirectly from Client Default; and
  3. you shall reimburse the Agency on written demand for any costs or losses sustained or incurred by the Agency arising directly or indirectly from the Client Default.

5. Service delivery

5.1 Unless otherwise agreed upon, ACS shall deliver the Services on its premises. As far as ACS performs activities on the client’s premises, the client shall provide adequately equipped workplace(s).

5.2 In delivering the Services, ACS shall have the right to use third parties or other partnering companies. Unless otherwise agreed upon, the delivery of training Services by ACS is not included in the Contract.

5.3 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 the option for reclamation. Any renewal of the project after termination will require a new agreement, fee schedule, and deposit.

5.4 The Agency shall supply the Services to you in accordance with the Creative Brief and these Terms in all material respects.

5.5 Where the nature of the Services is such that we consider it is appropriate to provide you with an estimate of any phases, performance milestones, or completion dates for the Services, please note such dates shall be estimates only and time shall not be of the essence for performance of the Services or the completion of Deliverables. Time estimates depend on several factors that may change during performing the Services, but we shall do our best to communicate any changes to you as soon as possible where you have notified us in your Instruction of key milestones dates that are important to your business.

5.6 The Agency shall have the right to make any changes to the Services which are necessary to comply with any Applicable Laws or safety requirements or which do not materially affect the nature or quality of the Deliverables, but we shall always notify you before implementing any such changes to the Services in any such event. If such changes result in any change to our Proposal this will be added to our Proposal and a revised Proposal sent to you for approval before continuing the Services. Certain changes may require the payment of additional charges for which the Client is responsible and will be included in our revised Proposal.

5.7 If you do not agree to any revised Proposal sent as a result of changes referred to in clause [3.6] above, or as a result of changes you require to the Creative Brief you may issue written notice to terminate our Services but please note the Agency is entitled to recoup in full all Charges incurred in respect of Work in Progress carried out up to the date of termination which will be charged on a time and materials basis.

6. Changes to Work in Progress

6.1 The Client shall be entitled to request that the Agency makes changes to the Creative Brief during the course of the performance of the Services. The first two Amendments are included in the Charges set out in the Contract provided that they are not material or result in a change to the Instruction or its scope, the personnel needed to implement the change and/or result in additional time or cost to the Agency, in which case we may need to amend the Charges set out in the Proposal and we shall agree on any updated Charges with you before implementing any Amendments. However, where you request more than two rounds of Amendments to Work in Progress, any such additional Amendments will be charged at our usual Hourly Rate. Where Amendments result in an adjustment to Charges and/or timescale for performance of the Services, we shall notify you before continuing the Services and the Proposal shall be updated and sent to you for your acceptance in writing.

6.2 If you require a voiceover you shall be entitled to dial into the recording session for an additional fee charged by the 3rd party voiceover company.

6.3 You accept that any changes to voiceovers after the recording session has ended will be charged at the cost set by the 3rd party voiceover company.

6.4 The Client shall be required to Approve the storyboard, script, and animation style to proceed with the animation stage of the project.

6.5 The Client shall be entitled to request that the Agency makes changes to the storyboard, script, and animation style after they have been approved by the Client, any such additional Amendments will be charged.

6.6 Where multiple versions of works are produced by us, the Client shall be entitled to choose and use only one of the works representing the Creative Brief (“the Final Works”) providing payment has been made in accordance with the provisions of clause [11.1]. Any other works not chosen by the Client shall remain our property in accordance with the provisions of clause [11.2] below.

6.7 All additions, alterations, changes in content, layout, or process amendment requested, will alter the time and cost. The Client shall offer ACS the first opportunity to make any Amendments. All requests for amendment shall be in writing. Where Amendments are not possible to implement, the client will not be refunded in full but a portion of the fee based on the work already done.

6.8 All amendments after the project is completed will be charged

7. Approval of Final Works

7.1 ACS 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 ACS. 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.

7.2 The Agency shall transmit the Final Works to the Client for proofreading, preview, or review and approval, in an Approved File Format, where possible, via our Project Management System.

7.3 You shall access and use the Project Management System in accordance with our instructions and any relevant terms of use at all times.

7.4 We may also, at our discretion watermark the Final Works and require that they are deleted from your system at any point after they have been received by you.

8. Portfolio

8.1 You consent that the Agency may display and exhibit the Deliverables, which may or may not include reference to the Client or your business, products, or Services, to our prospective clients in any Marketing Materials and on our Website or social media for the promotion of our Services.

8.2 If you do not wish us to publish Client details, you should notify us in writing in advance by setting it out clearly in the Instruction. The Agency shall not be liable for publication if we have not been notified of the Client’s objection to publication.

9. Termination

9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party one months’ written notice. The Client’s right to terminate is strictly subject to payment in full of all outstanding Charges including accrued interest (if any).

9.2 In the event of cancellation of an assignment, ownership of all copyrights and the original artwork shall be retained by ACS unless the client requests the work as it is. The cancellation fee for work completed, and expenses already incurred, shall be paid by the Client.

9.3 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.

10. Changes in deadlines and scope of Services

10.1 The scheduled deadlines agreed upon in the Contract shall be extended appropriately if ACS is prevented from delivering the agreed Services for reasons for which ACS is not responsible. Reasons for which ACS 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 ACS from such events shall be borne by the client.

10.2 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, ACS shall provide extra Services only against applicable payment to be agreed in advance in writing.

11. Charges and payment

11.1 The Client shall reimburse ACS for all expenses arising from this assignment, including the payment of any sales taxes due on this assignments, and shall advance ACS 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.

11.2 The Charges for performance of the Services requested in your Instruction are based on our Proposal, which may if you have requested changes, be updated and revised from time to time;

11.3 We appreciate Clients may have rigorous deadlines or expedited lead times and will try to facilitate you where possible which may require working beyond our standard working hours. We shall be entitled to charge an overtime rate of 20% percent of our Hourly Rate or the Charges set out in our Proposal to you (or such alternative increased rate as we deem appropriate in the circumstances) on a pro-rata basis for each part day or for any time spent by Agency personnel performing Services outside Working hours. Where we identify from your Instruction or following the production of the Creative Brief that working out of hours is necessary we shall set out our overtime rate in our Proposal. Otherwise, where the need arises in the course of performance of any Services, we shall notify you of our overtime rates and agree that with you in advance of performing Services outside our standard working hours.

11.4 We shall be entitled to charge you for any expenses reasonably incurred by us, our personnel, or any other individual engaged in the performance of the Services including, but not limited to, travel expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties for the performance of the Services, together with the cost of any materials

11.5 We shall be entitled to increase our Charges and any Proposal previously given in connection with performing the Services providing that we notify you and agree on such increases with you in advance. In any event, we shall always be entitled to increase our Charges to reflect any increase in costs incurred by the Agency as a result of RPI.

11.6 Our Charges are exclusive of value-added tax chargeable for the Services which will be set out in addition to our invoice and shall be payable in full by you in accordance with clause [11.1].

11.7 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction, or withholding (except for any deduction or withholding required by law). We may, at any time, without limiting our other rights or remedies, set off any amount owed to us by you against any amount that is payable or repayable to by you by us.

11.8 Unless otherwise agreed upon, ACS 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 ACS.

11.9 As far as ACS provides services at fixed prices (fixed or all-in prices), ACS 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, ACS’s prices shall be always considered net prices exclusive of VAT or any other applicable taxes, which shall be charged separately. The balance must be cleared immediately after your project is complete.

11.10 Service delivery on-site at the client shall be charged at a half day’s rate at least. The markups generally applicable at ACS 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 ACS.

11.11 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, ACS shall be entitled to claim interest on arrears as legally applicable. Should the client’s default in payment exceed fourteen (14) days, ACS 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, ACS shall have the right to take down the website without the need of notifying the client should they default in payment.

11.12 The grant in full, of any license right of copyright is conditioned on receipt of full payment. The client is to pay for all services and products provided by ACS whether they use the products or not since the work has already been done as requested.

11.13 Travel time of ACS 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.

11.14 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 ACS or asserted by court order. Until the compensation due to ACS has been paid up in full, plus interest and cost,

11.15 ACS shall reserve the title to all goods delivered by ACS. Unless otherwise agreed upon, the client shall not have the right to use the products and services delivered by ACS until having fully paid up all amounts due to ACS.

11.16 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 ACS is charged with any such fees, taxes, or duties, the client shall fully indemnify ACS against any payments thereof.

12. Estimates

The fees and expenses shown are minimum estimates only unless an hourly fee has been agreed upon. That fee will be an Hourly Fee per hour and ACS 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.

13. Invoices

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.

14. Acceptance and warranty

14.1 As far as the design services (shortly called “designs”) are to be created or adapted by ACS, 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, ACS 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 ACS under the Contract. After acceptance by the client, such documents shall be regarded as the only basis for service delivery by ACS.

14.2 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 ACS 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 ACS.

14.3 As regards design scopes which the client has extended, ACS shall provide a warranty up to added extension. In all other respects, warranty for designs modified by the client without the prior consent of ACS 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.

14.4 The warranty provisions outlined in Section 7 shall apply mutatis mutandis to deliveries and services provided by ACS. However, as far as the delivery of services by ACS includes the delivery of services and products supplied by third parties, the special terms and conditions of warranty of the respective vendor shall prevail.

14.5 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 on.

15. Liability

15.1 To the extent permitted by mandatory law, ACS shall in no case be liable for indirect damage, loss of information or data, operating interrupts, loss of earnings, and other consequential damages.

15.2 Client agrees, shall not hold ACS’ agents or employees liable for any incidental or consequential damages that arise from ACS’ 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 ACS e.g.

Breakdowns, Power Blackouts, Riots, etc. The client shall be updated in case such unforeseeable circumstances occur.

15.3 The Client shall indemnify ACS 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.

15.4 Any warranty and damage claims from the client other than those expressly mentioned in these 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.

16. Intellectual Property Rights and Use

16.1 Before using the Deliverables in any way, it is always the Client’s responsibility to ensure that content contained in them, does not infringe the Intellectual Property Rights or Trademarks of any third party. The Agency does not conduct such investigations and by entering into a Contract with us you agree that you are solely responsible for the conduct of any necessary investigations and obtaining a license to use third party Intellectual Property where required, including for all related costs. Neither the Agency nor anyone acting on our behalf shall be liable for any dispute arising from or in connection with the use or infringement of any Intellectual Property Rights of any third party, in any jurisdiction.

16.2 Client acknowledges that the Agency cannot and does not advise, nor will the Agency be responsible, for any legal matters arising out of or in connection with your Instruction, any Work in Progress or Deliverables or the protection of copyright or other Intellectual Property Rights. Clients must seek their own legal advice on protecting their Intellectual Property Rights, including copyright in any branding, design, logos, or other images or content that may arise as a result of the performance of the Services.

16.3 Any samples, drawings, content, images, proofs, video footage, animation files, descriptive matter or advertising issued by the Agency, or contained in any of our catalogs or brochures or detailed on our Website, whether in connection with the Services or any other services provided by the Agency, are © Copyright Atlantis Creative Studios and are issued or published for illustrations purposes only, to enable us to describe our Services. They shall not form part of the Contract or have any contractual force between us.

16.4 Subject to clause [11.1] above, upon payment in full by the Client, ownership and any Work in Progress or Deliverables shall transfer to the Client. Until the Agency has been paid in full for the Services in accordance with clause [11.1] above, any Work In Progress or Deliverables or any element of the Services shall be owned by the Agency.

16.5 You acknowledge that you may not always own the copyright or other Intellectual Property Rights where such rights are owned by third parties and licensed for use to the Agency or generally. For instance, the Client does not own the copyright in ‘stock’ photographs’ or film footage, negatives, or fonts (unless otherwise agreed between the Agency and the Client and set out in the Proposal) and your use of any third party Intellectual Property Rights is conditional upon the Agency obtaining a written license from the relevant licensor to entitle us to license such rights to you or incorporate into any Work In Progress or Deliverables we produce for you. If we need to obtain those third-party licenses to fulfill the Creative Brief, you shall be solely responsible for the payment of any licensing fees that any licensor charges to the Agency for use of such content. Where the Client requires us to use specific fonts that have been used in your previous branding or other proprietary material or that of any third party, you need to ensure you obtain the license to use such fonts and you are solely responsible for payment of any related licensing fees which, for us to commence the Services, we advise Clients to obtain in advance of the Instruction.

16.6 All Proprietary Materials, remain at all times our exclusive property and nothing in the performance of the Services shall operate to transfer or assign the ownership in such Proprietary Materials to the Client at any time.

17. Dispute resolution

17.1 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.

17.2 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 ACS. All actions, whether brought by the client or by ACS will be filed in ACS’s county of business.

18. Term of contract

18.1 ACS 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.

18.2 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.

19. Concluding clauses

19.1 Collateral agreements and alterations to the Contract need to be made in writing to be effective.

19.2 ACS 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 ACS’s prior written consent.

19.3 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.

20. Changes to terms and conditions

We may update our Terms and Conditions from time to time. Thus, we advise you to review this page periodically for any changes. We will notify you of any changes by posting the new Privacy Policy on this page. These changes are effective immediately after they are posted on this page.

Please read these Web design and development Terms carefully, as they set out our and your legal rights and obligations concerning our web design and development services.

You should print a copy of these Terms for future reference. We will not file a copy specifically for you, and they may not be accessible on our Website in the future.

These Terms are available in the English language only.

If you have any questions or complaints about these Terms or our Services, please contact Atlantis Creative Studios by email to info@atlantis-studios.net

AGREEMENT:

1. Definitions and interpretation

1.1. In this Agreement:
“Acceptance Criteria” has the meaning given to it in Clause [5.2];
“Acceptance Period” means 5 Business Days beginning on the date of actual delivery of the Website to the Customer;
“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
“Agreement” means this agreement and any amendments to it from time to time;
“Business Day” means any weekday, other than Saturday or Sunday or a bank or public holiday in Kenya;
“Business Hours” means between 08:00 and 17:00 (Kenyan time) on a Business Day;
“Fees” means the amounts payable by the Customer to Atlantis under or in relation to this Agreement;
“Confidential Information” means:

  1. a) any information supplied by one party to the other party (whether supplied in writing, orally or otherwise) marked as “confidential”, described as “confidential” or reasonably understood to be confidential;
  2. b) the terms (but not the existence) of this Agreement;

“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);
“Customer Works” means the works and materials provided to Atlantis by the Customer, or by any third party acting for or on behalf of the Customer, for incorporation into the Website;
“Defect” means a defect, error, or bug having a material adverse effect on the appearance, operation, or functionality of the Website but excluding any defect, error, or bug caused by or arising as a result of:

  1. a) an act or omission of the Customer, or an act or omission of one of the Customer’s employees, officers, agents, or sub-contractors;
    b) an incompatibility between the Website and any other application, program or software (other than the Customer Works and the Third Party Works).
    “Delivery Date” means the date for delivery of the Website;
    “Design Elements” means the visual appearance of the Website (including page layouts, artwork, photographs, logos, graphics, animations, video works, and text comprised in the Website) together with all mark-ups and style sheets comprised in or generated by the Website, but excluding:
  2. a) the Customer Works; and
    b) the Third Party Works;

“Effective Date” means the date of execution of this Agreement;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks, and wars);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs);
“Services” has the meaning given to it in Clause [3.1];
“Software Elements” means the Website excluding:

  1. a) the Design Elements;
    b) the Customer Works; and
    c) the Third Party Works;

“Third Party Works” means the works and materials comprised in the Website, the Intellectual Property Rights in which are owned in whole or part by a third party (excluding the Customer Works);
“Term” means the term of this Agreement;
“Unlawful Content” has the meaning given to it in Clause [7.1];
“Website” means the website or web application to be developed by Atlantis for the Customer under this Agreement; and
“Year” means 365 days (or 366 days if there is a 29 February during the relevant period) starting on the Effective Date or any anniversary of the Effective Date.

1.2 In this Agreement, a reference to a statute or statutory provision includes a reference to:
a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
b) any subordinate legislation made under that statute or statutory provision.

1.3 Clause headings do not affect the interpretation of this Agreement.

1.4 The ejusdem generis rule is not intended to be used in the interpretation of this Agreement; it follows that a general concept or category utilized in this Agreement will not be limited by any specific examples or instances utilized in relation to such a concept or category.

2. Term

This Agreement will come into force on the Effective Date and will continue in force until the acceptance of the Website by the Customer in accordance with Clause [5], upon which it will terminate automatically unless terminated earlier in accordance with Clause [14].

3. The services

3.1 Atlantis will:
a) design and deliver the Website;
b) host the Website on a third party server if applicable
c) incorporate the Customer Works and Third Party Works into the Website;
d) keep the Customer informed of the progress of the Website’s development; and provide the Customer with reasonable access to the Website during the Term;
provide the Customer, after the Term with reasonable access to the Website content by means of a content management system.
try to provide the Customer with the business e-mail address of choice based on the domain name used by the Website.
(the “Services”).

3.2 Atlantis will use all reasonable endeavors to perform the Services in accordance with the timetable set out in accordance with the Customer; however, Atlantis does not guarantee that that timetable will be met.

3.3 Only one round of revision is included in the quoted price. Further revisions will incur additional costs to the original quotation. Atlantis Creative Studios will generate a revised quotation capturing the additional costs.

3.4 In the event of cancellation of an assignment, ownership of all copyrights and the original artwork shall be retained by Atlantis Creative 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.

3.5 Cancellation fee is based on the percentage of work done. The percentage of work done is derived from the scope of work document. A 100% cancellation fee is due once the project has been finished, whether delivered to the client or not. Cancellation shall be in writing.

3.6 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 the option for reclamation. Any renewal of the project after termination will require a new agreement, fee schedule, and deposit.

3.7 Website maintenance starts the date the website is uploaded to your hosting domain server. It is valid for 12 months from the date the website is transferred to your hosting domain server.

4. Customer obligations

4.1 The Customer will provide Atlantis with:
a) such co-operation as is required by Atlantis (acting reasonably) to enable the performance by Atlantis of its obligations under this Agreement, and
b) all information and documents required by Atlantis (acting reasonably) in connection with the provision of the Services.

4.2 The Customer will be responsible for procuring any third party co-operation reasonably required by Atlantis to enable Atlantis to fulfill its obligations under this Agreement. The customer will be responsible for providing graphics and pictures that will appear on the website.

4.3 In the event the Customer takes over the website’s Super Administrator account of the website, the Customer accepts to purchase their own API keys, plugin licenses, and theme licenses to proceed with their development. Atlantis Creative Studios shall not be liable for any loss, inconveniences, or damages resulting from the Customer taking over the website’s Super Administrator account.

5. Delivery and acceptance

5.1 Atlantis will use all reasonable endeavors to deliver the Website to the Customer for acceptance testing on or before the Delivery Date.

5.2 During the Acceptance Period, the Customer will carry out acceptance tests to determine:
a) whether the Website conforms in all material respects with the agreed specification of the Website;
b) whether the Website has any Defects;
(the “Acceptance Criteria”).

5.3 If the Website meets the Acceptance Criteria, the Customer will send to Atlantis a written notice during the Acceptance Period confirming acceptance of the Website.

5.4 If the Website does not meet the Acceptance Criteria:
a) the Customer will send to Atlantis a written notice during the Acceptance Period setting out in detail the respect(s) in which the Website does not meet the Acceptance Criteria, and
b) Atlantis will have a further remedial period to modify the Website so that it meets the Acceptance Criteria.

5.5 The Website will be deemed to have been accepted by the Customer if:
a) the Customer does not give any notice to Atlantis under either Clause [5.3] or Clause [5.4] during the Acceptance Period, or
b) the Customer publishes the Website or uses the Website for any purpose other than development and/or testing.

5.6 To enable ACS conduct website maintenance smoothly, our account will be the only administrator account on the website. Your highest user level will be ‘editor’. If you wish to assume administrator privileges on the website, we will oblige by upgrading your account to administrator, and then we shall delete our administrator account. From there onwards, you will be responsible for your website maintenance. ACS shall not be held responsible for any downtime, breakdown or update. All repairs, upgrades, updates and restoration will be charged accordingly.

6. Third-party works

Any license fees for Third-Party Works and plugins are included in the Fees unless the client decides to take over the development of their website. The client agrees upon taking over admin and development privileges, to purchase license keys to third party works and plugins to continue using their respective features. 

7. Unlawful content

7.1 The Customer will ensure that the Customer Works do not infringe any applicable laws, regulations, or third party rights (“Unlawful Content”).

7.2 The Customer will indemnify and will keep indemnified Atlantis against all damages, losses, and expenses (including legal expenses) arising as a result of any claim that the Customer Works constitute Unlawful Content, or any legal proceedings relating to such a claim.

8. Fees and payment

8.1 Atlantis will issue invoices for the Fees to the Customer on the relevant invoicing dates, or (if earlier) upon the acceptance of the Website by the Customer. Quoted prices do not include posting content like blog posts or products to the website. Post of content will require a separate change order document.

8.2 The Customer will pay the Fees to Atlantis within 21 days of the date of issue of an invoice issued in accordance with Clause 8.1.

8.3 VAT is applicable on all Fees stated in or in relation to this Agreement.

8.4 Fees must be paid by Paybill or by bank transfer, using such payment details as are notified by Atlantis to the Customer from time to time).

8.5 If the Customer does not pay any amount properly due to Atlantis under or in connection with this Agreement, Atlantis may:
a) charge the Customer interest on the overdue amount at the rate of 4% per year above the base rate.
b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts
c) take down the website till full payment and interests have been settled. Atlantis will not be liable for any loss, damages, or inconveniences caused for such a take-down.

9. Intellectual property rights

9.1 From the date of acceptance of the Website by the Customer, Atlantis hereby assigns to the Customer all its Intellectual Property Rights in the Design Elements. These rights are assigned for the whole term of such rights together with all reversions, revivals, extensions, and renewals, and this assignment includes the right to bring proceedings for past infringement of the assigned Intellectual Property Rights.

9.2 All Intellectual Property Rights in the Software Elements will, as between the parties, be the property of Atlantis and, from the date of acceptance of the Website by the Customer, Atlantis grants to the Customer a non-exclusive worldwide license to use the Software Elements in connection with the Website, subject always to the other terms of the Agreement and the Customer may only sub-license the rights licensed under this Clause for the limited purposes, and subject to the express restrictions, specified in this Clause. This clause does not apply to premium third-party plugins software. The client agrees to purchase their license and keys to continue using premium third-party plugins and software on their website when they take over administrator privileges.

9.3 The Third Party Works will be either (at the option of Atlantis):
a) supplied in accordance with the relevant licensor’s standard terms for online use;

9.4 Notwithstanding any other provision of the Agreement, the assignments, and licenses granted by Atlantis under this Agreement are subject to the payment by the Customer of all amounts owing to Atlantis under this Agreement in full and on time.

In the event that the Customer owes any amount to Atlantis under this Agreement and fails to pay that amount to Atlantis within 14 days of receiving a notice:

  1. a) requiring it to do so; and
    b) specifying that the assignments will revert and the licenses will terminate if the amount repays unpaid, then Atlantis may immediately revert the assignments and terminate the licenses granted by Atlantis under this Agreement by giving written notice of reversion and termination to the Customer

9.5 Without prejudice to Clause [9.7], Atlantis waives (and will use reasonable endeavors to seek to ensure that its employees and subcontractors waive) any moral rights they may have in the Website arising, so far as is legally possible, any broadly equivalent rights anywhere in the world.

9.6 Atlantis may include the statement “Designed by Atlantis” together with a link to Atlantis’s website on each page of the Website in a position and in a form to be agreed by the parties.

9.7 Should the Website be provided with a content management system, Atlantis may also include a statement together with a link to the CMS provider’s website on each page of the Website in a position and in a form to be agreed by the parties

9.8 The Customer will retain any such credit and link in any adapted version of the Website, and the Customer will only remove any such credit and link from the Website at Atlantis’s request.

10. Warranties

10.1 The Customer warrants to Atlantis that it has the legal right and authority to enter into and perform its obligations under this Agreement.

10.2 Atlantis warrants to the Customer:
a) that it has the legal right and authority to enter into and perform its obligations under this Agreement;
b) that it will perform its obligations under this Agreement with reasonable care and skill;
c) that the use of the Website (excluding the Customer Works) by the Customer in accordance with the terms of this Agreement will not infringe the Intellectual Property Rights of any third party; and
d) that the Website will continue to operate without any Defects for a period of 12 months from the date of acceptance of the Website (and if the Website does not so operate, Atlantis will, for no additional charge, carry out any work necessary in order to ensure that the Website operates without any Defects during this period).

10.3 The Customer acknowledges that Atlantis has designed the Website to work with web browser technology.

10.4 The Customer further acknowledges that Atlantis does not purport to provide any legal advice under this Agreement or in relation to the Website and Atlantis does not warrant that the Website will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.

10.5 All of the parties’ liabilities and obligations in respect of the subject matter of this Agreement are expressly set out herein. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

11. Liability

11.1 Nothing in this Agreement will exclude or limit the liability of either party for:
a) death or personal injury caused by that party’s negligence;
b) fraud or fraudulent misrepresentation on the part of that party; or
c) any other liability which may not be excluded or limited under applicable law.

11.2 Subject to Clause [11.1], each party’s liability to the other party under or in connection with this Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:
a) neither party will be liable for any:
(i) loss of profits, income or anticipated savings,
(ii) loss or corruption of any data, database or software,
(iii) reputational damage or damage to goodwill;
(iv) loss of any commercial opportunity, or
(v) indirect, special or consequential loss or damage;

  1. b) neither party will be liable for any losses arising out of a Force Majeure Event; and
    c) each party’s liability in relation to any event or series of related events will in no circumstances exceed Ksh 10,000.

12. Data protection

12.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to Atlantis under this Agreement.

12.2 Atlantis warrants that:
a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by Atlantis on behalf of the Customer; and
b) it has in place appropriate security measures (both technical and organizational) against unlawful or unauthorized processing of Personal Data and against loss or corruption of Personal Data processed by Atlantis on behalf of the Customer.

13. Confidentiality and publicity

13.1 Each party will keep confidential the Confidential Information of the other party, and will not disclose that Confidential Information except as expressly permitted by this Clause [13]. (For the purposes of this Clause [13], the terms of this Agreement constitute the Confidential Information of each party.)

13.2 Each party will protect the confidentiality of the Confidential Information of the other party using at least reasonable security measures.

13.3 The Confidential Information of a party may be disclosed by the other party to its employees and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information.

13.4 These obligations of confidentiality will not apply to Confidential Information that:
a) has been published or is known to the public (other than as a result of a breach of this Agreement);
b) is known to the receiving party, and can be shown by the receiving party to have been known to it, before disclosure by the other party; or
c) is required to be disclosed by law, or by an order (binding upon the relevant party) of governmental authority, a regulatory body, or a stock exchange.

13.5 Neither party will make any public disclosure relating to the subject matter of this Agreement (including press releases, public announcements, and marketing materials) without the prior written consent of the other party, not to be unreasonably withheld or delayed.

14. Termination

14.1 Either party may terminate this Agreement at any time by giving at least 30 days’ written notice to the other party.

14.2 Either party may terminate this Agreement immediately by giving written notice to the other party if the other party:
a) commits any material breach of any term of this Agreement, and:
(i) the breach is not remediable; or
(ii) the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or

14.3 Either party may terminate this Agreement immediately by giving written notice to the other party if:
a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under this Agreement); or
d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her affairs or is the subject of a bankruptcy petition or order.

15. Effects of termination

15.1 Upon termination all the provisions of this Agreement will cease to have effect, save that the following provisions of this Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 7, 8.5, 9, 10, 11, 13, 15, and 16.3 to 16.13.

15.2 Termination of this Agreement will not affect either party’s accrued rights (including Atlantis’s accrued rights invoice for and to be paid the Fees) as at the date of termination.

15.3 If this Agreement is terminated by the Customer under Clause 14.2 or 14.3 (but not in any other case):
a) Atlantis will provide to the Customer an electronic copy of the Website within 30 days;
b) Atlantis will provide such assistance as is reasonably requested by the Customer to transfer the hosting of the Website to the Customer or another service provider, subject to payment of Atlantis’s reasonable expenses; and
c) the Customer will be entitled to a refund of any Fees paid by the Customer to Atlantis in respect of any Services which were to be performed after the date of effective termination and will be released from any obligation to pay such Fees to Atlantis (such amount to be calculated by Atlantis using the statement of work document).

15.4 Save as provided in Clause 15.3(c), the Customer will not be entitled to any refund of Fees on termination, and will not be released from any obligation to pay Fees to Atlantis.

16. General

16.1 Any notice given under this Agreement must be in writing (whether or not described as “written notice” in this Agreement) and must be delivered personally, sent by registered post, or email, for the attention of the relevant person, and to the relevant address or email address.

16.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours when Business Hours next begin after the relevant time set out below):
a) where the notice is delivered personally, at the time of delivery;
b) where the notice sent by registered post, 48 hours after posting; and
c) where the notice sent an email, at the time of the transmission (providing the sending party retains written evidence of the transmission).

16.3 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.

16.4 If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

16.5 Nothing in this Agreement will constitute a partnership, agency relationship, or contract of employment between the parties.

16.6 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

16.7 Each party may freely assign its rights and obligations under this Agreement without the other party’s consent to any Affiliate of the assigning party or any successor to all or substantial part of the business of the assigning party from time to time. Save as expressly provided in this Clause or elsewhere in this Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license, or otherwise dispose of or deal in this Agreement or any rights or obligations under this Agreement.

16.8 Atlantis may subcontract any of its obligations under this Agreement to any third party.

16.9 Neither party will, without the other party’s prior written consent, either during the term of this Agreement or within 6 months after the date of effective termination of this Agreement, engage, employ, or otherwise solicit for employment any employee or contractor of the other party who has been involved in the performance of this Agreement.

16.10 Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party’s power, which are necessary to enable the parties to exercise their rights and fulfill their obligations under this Agreement.
16.11 This Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree on any amendment, waiver, variation, or settlement under or relating to this Agreement are not subject to the consent of any third party.

16.12 This Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of this Agreement and supersedes all previous agreements, arrangements, and understandings between the parties relating to the subject matter of this Agreement. Subject to Clause [11.1], each party acknowledges that no representations or promises not expressly contained in this Agreement have been made by or on behalf of the other party.

16.13 This Agreement will be governed by and construed in accordance with the laws of the Republic of Kenya; and the courts of the Republic of Kenya will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

17. Changes to terms and conditions

We may update our Terms and Conditions from time to time. Thus, we advise you to review this page periodically for any changes. We will notify you of any changes by posting the new Privacy Policy on this page. These changes are effective immediately after they are posted on this page.

Please read these Website Maintenance Terms carefully, as they set out our and your legal rights and obligations in relation to our web maintenance services.
You should print a copy of these Web Maintenance Terms for future reference. We will not file a copy specifically in relation to you, and they may not be accessible on our Website in future.

These Web Maintenance Terms are available in the English language only.
If you have any questions or complaints about these Web Maintenance Terms or our Services, please contact us by writing to Atlantis Creative Studios by email to info@atlantis-studios.net

Terms:

1. Definitions and interpretation

1.1 In these Terms:
“Additional Fees” means additional Fees calculated in accordance with the provisions of the Schedule and payable by the Customer to Atlantis Creative Studios in accordance with Clause [3.5];
Affiliate” means a company, firm or individual that Controls, is Controlled by, or is under common Control with the relevant company, firm or individual;
“Agreement” means these Terms and any amendments to it from time to time;
“Business Day” means any week day, other than Saturday or Sunday or a bank or public holiday in Kenya;
“Business Hours” means between 08:00 and 17:00 (Kenyan time) on a Business Day;
“Atlantis” means Atlantis Creative Studios, which has its principal place of business at Bruce House 4th floor, Nairobi, Kenya.
“Atlantis Materials” means all works and materials (including text, images, video material, audio material, software, scripts, mark-ups, style sheets and databases) created by Atlantis and incorporated by Atlantis into the Website pursuant to these Terms;
“Confidential Information” means any information supplied (whether supplied in writing, orally or otherwise) by one party to the other party marked as “confidential”, described as “confidential” or reasonably understood to be confidential;
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);
“Customer” means the customer for Services under these Terms.
“Effective Date” means the date of execution of these Terms as specified in the Service quote signed by the Customer;
“Fees” means the Monthly Fees and the Additional Fees;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, [failures of any third party internet service provider,] hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Helpdesk Services” means the Services described in Clause [3.1];
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Maintenance Services” means the Services described in Clause [3.2];
“Minimum Term” means the period of 1 Year starting on the Effective Date;
“Monthly Fees” means the amount specified as such in the Schedule, which will be paid by the Customer to Atlantis in respect of each calendar month of Services in accordance with Clause [6];
“Personal Data” has the meaning given to it in the Data Protection Act 1998;
“Schedule” means the schedule attached to these Terms;
“Services” means the Helpdesk Services, the Maintenance Services, the Technical Support Services as detailed in Clause [3];
“Services Limit” means the limit to the provision of [Maintenance Services and Technical Support Services] specified in the Schedule;
“Technical Support Services” means the Services described in Clause [3.3];
“Term” means the term of this Agreement;
“Website” means the Customer website; and
“Year” means a period of 365 days (or 366 days if there is a 29 February during the relevant period) starting on the Effective Date or on any anniversary of the Effective Date.

1.2 In this Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.

1.3 The Clause headings do not affect the interpretation of this Agreement.
1.4 The ejusdem generis rule is not intended to be used in the interpretation of this Agreement; it follows that a general concept or category utilized in this Agreement will not be limited by any specific examples or instances utilized in relation to such a concept or category.

2. Term

This Agreement will come into force on the Effective Date and will continue in force for one Year, upon which it will terminate automatically, unless terminated earlier in accordance with Clause [12].

3. Services

3.1 Atlantis will make available, during Business Hours, a telephone / email helpdesk facility to enable the Customer to contact Atlantis in relation to requests for Maintenance Services and Technical Support Services. Atlantis will use reasonable endeavors to respond to requests for support made through the helpdesk.
3.2 Subject to Clause [3.4], upon the request of the Customer through the helpdesk, Atlantis will provide the following Maintenance Services to the Customer during the Term in relation to the Website in accordance with the services levels specified in the Schedule:
(a) Adding new content to the Website (where new content is provided by the Customer to Atlantis);
(b) effecting minor changes to the design of the Website at the direction of the Customer (Atlantis shall determine, acting reasonably, whether any given changes is “minor”); and
(c) effecting minor changes to the software and/or database comprised in the Website at the direction of the Customer (Atlantis shall determine, acting reasonably, whether any given changes is “minor”).
3.3 Subject to Clause [3.4], Atlantis will use reasonable endeavors to attempt to:
(a) answer technical queries relating to the Website; and
(b) resolve faults and errors in the Website (excluding faults and errors in, or caused by: (i) any hardware, or (ii) any software or system external to the Website);
notified by the Customer through the helpdesk, in each case in accordance with the services levels specified in the Schedule.
3.4 Atlantis may refuse to provide Maintenance Services and/or Support Services to the Customer during a calendar month in excess of the Services Limit.

Where the combined total number of person-hours spent providing the Maintenance Services and Support Services during any calendar month exceeds the Services Limit, then:
(a) Atlantis will inform the Customer as soon as reasonably practicable that the Services Limit will be or has been exceeded;
(b) Atlantis will inform the Customer as soon as reasonably practicable of the applicable Additional Fees to complete the requested Maintenance or Technical Support service;
(c) should the Customer agree to the applicable Additional Fees, Atlantis will carry out the requested Maintenance or Technical Support service and the Customer will pay to Atlantis the applicable Additional Fees.
3.5 Where the Customer does not utilize Maintenance Services and Support Services up to the Support Limit during a calendar month, then the unused Services capacity will be carried over to the next period and so until the end of the Minimum Term where it will be permanently lost to the Customer.

4. Customer responsibilities

4.1 The Customer will provide to Atlantis:
(a) the ability to access and make changes to the Website; and
(d) all other co-operation, information and documentation reasonably required by Atlantis to enable or facilitate the provision of the Services.
4.2 The Customer will be responsible for procuring any third party co-operation reasonably required for the provision of the other Services.

5. Intellectual property rights

Atlantis hereby assigns to the Customer all Intellectual Property Rights in Atlantis Materials. These rights are assigned for the whole term of such rights together with all reversions, revivals, extensions and renewals, and this assignment includes the right to bring proceedings for past infringement of the assigned Intellectual Property Rights.

6. Fees and payment

6.1 Atlantis will issue invoices to the Customer:
(a) for the Monthly Fees, monthly; and
(b) for the Additional Fees, from time to time.
6.2 The Customer will pay the Fees to Atlantis of an invoice issued in accordance with Clause [6.1].
6.3 VAT applicable to all Fees stated in or in relation to this Agreement.
6.4 Fees must be paid by bank transfer or by Atlantis’ pay bill number (using such payment details as are notified by Atlantis to the Customer from time to time).
6.5 If the Customer does not pay any amount properly due to Atlantis under or in connection with this Agreement, Atlantis may:
(a) charge the Customer interest on the overdue amount at the rate of 4% per year above the base rate.
6.6 Atlantis may vary the Monthly Fees and/or Additional Fees by giving to the Customer at least 60 days’ notice of variation.

7. Warranties

7.1 The Customer warrants to Atlantis that it has the legal right and authority to enter into and perform its obligations under this Agreement.
7.2 Atlantis warrants to the Customer:
(a) that it has the legal right and authority to enter into and perform its obligations under this Agreement; and
(b) that it will perform its obligations under this Agreement with reasonable care and skill.
7.3 All of the parties’ liabilities and obligations in respect of the subject matter of this Agreement are expressly set out in the terms of this Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

8. Limitations of liability

8.1 Nothing in this Agreement will exclude or limit the liability of either party for:
(a) death or personal injury caused by that party’s negligence;
(b) fraud or fraudulent misrepresentation on the part of that party; or
(c) any other liability which may not be excluded or limited under applicable law.
8.2 Subject to Clause [8.1], Atlantis’s liability to the Customer under or in connection with this Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:
(a) Atlantis will not be liable for any: (i) loss of profits, income or anticipated savings, (ii) loss or corruption of any data, database or software, (iii) reputational damage or damage to goodwill; (iv) loss of any commercial opportunity, or (v) indirect, special or consequential loss or damage;
(b) neither party will be liable for any losses arising out of a Force Majeure Event; and
(c) Atlantis’s liability in relation to any event or series of related events will in no circumstances exceed the greater of: (i) Ksh 5,000; and (ii) the total amount paid by the Customer to Atlantis under the Agreement during the 3 month period immediately preceding the event or series of events.

9. Data protection

9.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to Atlantis under this Agreement, and that the processing of that Personal Data by Atlantis for the purposes of and in accordance with the terms of this Agreement will not breach any applicable laws.
9.2 Atlantis warrants that:
(a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by Atlantis on behalf of the Customer; and
(b) it has in place appropriate security measures (both technical and organizational) against unlawful or unauthorized processing of Personal Data and against loss or corruption of Personal Data processed by Atlantis on behalf of the Customer.

10. Confidentiality

10.1 Each party will keep confidential the Confidential Information of the other party, and will not disclose that Confidential Information except as expressly permitted by this Clause [10].
10.2 Each party will protect the confidentiality of the Confidential Information of the other party using at least reasonable security measures.
10.3 The Confidential Information of a party may be disclosed by the other party to its employees and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information.
10.4 These obligations of confidentiality will not apply to Confidential Information that:
(a) has been published or is known to the public (other than as a result of a breach of this Agreement);
(b) is known to the receiving party, and can be shown by the receiving party to have been known to it, before disclosure by the other party; or
(c) is required to be disclosed by law, or by an order (binding upon the relevant party) of a competent governmental authority, regulatory body or stock exchange.

11. Force majeure events

11.1 Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under this Agreement, those obligations will be suspended for the duration of the Force Majeure Event.
11.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will:
(a) forthwith notify the other; and
(b) will inform the other of the period for which it is estimated that such failure or delay will continue.

12. Termination

12.1 Either party may terminate this Agreement at any time by giving at least 30 days’ written notice to the other party.
12.2 Either party may terminate this Agreement immediately by giving written notice to the other party if the other party:
(a) commits any breach of any term of this Agreement, and: (i) the breach is not remediable; or (ii) the breach is remediable, but other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or
(b) persistently breaches the terms of this Agreement.
12.3 Either party may terminate this Agreement immediately by giving written notice to the other party if:
(a) the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under this Agreement);
(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

13. Effects of termination

13.1 Upon termination all the provisions of this Agreement will cease to have effect, save that the following provisions of this Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses [1, 5, 6.5, 8, 10, 13 and 14.3 to 14.12].
13.2 Termination of this Agreement will not affect either party’s accrued rights (including accrued rights to be paid) as at the date of termination.
13.3 If this Agreement is terminated by the Customer under Clause [12.2] but not in any other case, the Customer will be entitled to a refund of any Fees paid by the Customer to Atlantis in respect of any Services which were to be performed after the date of effective termination, and will be released from any obligation to pay such Fees to Atlantis (such amount to be calculated by Atlantis using any reasonable methodology).
13.4 Save as provided in Clause [13.3], the Customer will not be entitled to any refund of Fees on termination, and will not be released from any obligation to pay Fees to Atlantis.

14. General

14.1 Any notice given under this Agreement must be in writing (whether or not described as “written notice” in this Agreement) and must be delivered personally, sent by registered post, or sent by email, for the attention of the relevant person (or as notified by one party to the other in accordance with this Clause).
14.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice sent by registered post, 72 hours after posting; and
(c) where the notice sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).
14.3 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.
14.4 If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
14.5 Nothing in this Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
14.6 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
14.7 Atlantis may freely assign its rights and obligations under this Agreement without the other party’s consent to any Affiliate of the assigning party or any successor to all or substantial part of the business of the assigning party from time to time. Save as expressly provided in this Clause or elsewhere in this Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in this Agreement or any rights or obligations under this Agreement.
14.8 Atlantis may subcontract any of its obligations under this Agreement to any third party.
14.9 Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party’s power, which are necessary to enable the parties to exercise their rights and fulfill their obligations under this Agreement.
14.10 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
14.11 Subject to Clause [8.1]:
(a) this Agreement will constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter;
(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement; and
(c) neither party will have any liability other than pursuant to the express terms of this Agreement.
14.12 This Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

The Schedule

Maintenance Services – services levels

Atlantis will use reasonable endeavors to provide the Maintenance Services in accordance with the following services levels:
(a) upload of new content time – 14 business days or as notified by Atlantis to the Customer.
(b) changes to website design – 20 business days or as notified by Atlantis to the Customer.
(c) changes to website software – 20 business days or as notified by Atlantis to the Customer.

Technical Support Services – services levels

Atlantis will use reasonable endeavors to provide the Technical Support Services in accordance with the following services levels:
(a) critical issue resolution time – 2 business days
(b) serious issue resolution time – 7 business days
(c) moderate issue resolution time – 14 business days
(d) minor issue resolution time – 20 business days

Services Limit
Basic maintenance plan: 3 hours/months
Advanced maintenance plan: 6 hours/month

15. Changes to terms and conditions

We may update our Terms and Conditions from time to time. Thus, we advise you to review this page periodically for any changes. We will notify you of any changes by posting the new Privacy Policy on this page. These changes are effective immediately, after they are posted on this page.

Please read these Website templates terms of use carefully, as they set out our and your legal rights and obligations in relation to our web design and development services.

You should print a copy of these Terms for future reference. We will not file a copy specifically in relation to you, and they may not be accessible on our Website in future.

These Terms are available in the English language only.

If you have any questions or complaints about these Terms or our Services, please contact Atlantis Creative Studios by email to info@atlantis-studios.net

AGREEMENT:

1. Definitions and interpretation

1.1. In this Agreement:
“Acceptance Criteria” has the meaning given to it in Clause [5.2];
“Acceptance Period” means the period of 5 Business Days beginning on the date of actual delivery of the Website to the Customer;
“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
“Agreement” means this agreement and any amendments to it from time to time;
“Business Day” means any week day, other than Saturday or Sunday or a bank or public holiday in Kenya;
“Business Hours” means between 08:00 and 17:00 (Kenyan time) on a Business Day;
“Fees” means the amounts payable by the Customer to Atlantis under or in relation to this Agreement;
“Confidential Information” means:

  1. a) any information supplied by one party to the other party (whether supplied in writing, orally or otherwise) marked as “confidential”, described as “confidential” or reasonably understood to be confidential;
    b) the terms (but not the existence) of this Agreement;

“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);
“Customer Works” means the works and materials provided to Atlantis by the Customer, or by any third party acting for or on behalf of the Customer, for incorporation into the Website;
“Defect” means a defect, error or bug having a material adverse effect on the appearance, operation or functionality of the Website but excluding any defect, error or bug caused by or arising as a result of:
a) an act or omission of the Customer, or an act or omission of one of the Customer’s employees, officers, agents or sub-contractors;
b) an incompatibility between the Website and any other application, program or software (other than the Customer Works and the Third Party Works).
“Delivery Date” means the date for delivery of the Website;
“Design Elements” means the visual appearance of the Website (including page layouts, artwork, photographs, logos, graphics, animations, video works and text comprised in the Website) together with all mark-ups and style sheets comprised in or generated by the Website, but excluding:
a) the Customer Works; and
b) the Third Party Works;
“Effective Date” means the date payment is made for a website template;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Services” has the meaning given to it in Clause [3.1];
“Software Elements” means the Website excluding:
a) the Design Elements;
b) the Customer Works; and
c) the Third Party Works;
“Third Party Works” means the works and materials comprised in the Website, the Intellectual Property Rights in which are owned in whole or part by a third party (excluding the Customer Works);
“Term” means the term of this Agreement;
“Unlawful Content” has the meaning given to it in Clause [7.1];
“Website” means the website or web application to be developed by Atlantis for the Customer under this Agreement; and
“Year” means a period of 365 days (or 366 days if there is a 29 February during the relevant period) starting on the Effective Date or on any anniversary of the Effective Date.
1.2 In this Agreement, a reference to a statute or statutory provision includes a reference to:
a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
b) any subordinate legislation made under that statute or statutory provision.

1.3 The Clause headings do not affect the interpretation of this Agreement.
1.4 The ejusdem generis rule is not intended to be used in the interpretation of this Agreement; it follows that a general concept or category utilized in this Agreement will not be limited by any specific examples or instances utilized in relation to such a concept or category.

2. Term

This Agreement will come into force on the Effective Date and will continue in force until the acceptance of the Website by the Customer in accordance with Clause [5], upon which it will terminate automatically, unless terminated earlier in accordance with Clause [14].

3. The services

3.1 Atlantis will:
a) design and deliver the Website;
b) host the Website on a third party server if applicable
c) incorporate the Customer Works and Third Party Works into the Website;
d) keep the Customer informed of the progress of the Website’s development; and
provide the Customer with reasonable access to the Website during the Term;
provide the Customer, after the Term with reasonable access to the Website content by means of a content management system.
try to provide the Customer with the business e-mail address of choice based on the domain name used by the Website.
(the “Services”).
3.2 Atlantis will use all reasonable endeavors to perform the Services in accordance with the timetable set out in accordance with the Customer; however, Atlantis does not guarantee that that timetable will be met.

4. Customer obligations

4.1 The Customer will provide Atlantis with:
a) such co-operation as is required by Atlantis (acting reasonably) to enable the performance by Atlantis of its obligations under this Agreement; and
b) all information and documents required by Atlantis (acting reasonably) in connection with the provision of the Services.

4.2 The Customer will be responsible for procuring any third party co-operation reasonably required by Atlantis to enable Atlantis to fulfill its obligations under this Agreement. 

5. Delivery and acceptance

5.1 Atlantis will use all reasonable endeavors to deliver the Website to the Customer for acceptance testing on or before the Delivery Date.
5.2 During the Acceptance Period, the Customer will carry out acceptance tests to determine:
a) whether the Website conforms in all material respects with the agreed specification of the Website; and
b) whether the Website has any Defects;
(the “Acceptance Criteria”).
5.3 If the Website meets the Acceptance Criteria, the Customer will send to Atlantis a written notice during the Acceptance Period confirming acceptance of the Website.
5.4 If the Website does not meet the Acceptance Criteria:
a) the Customer will send to Atlantis a written notice during the Acceptance Period setting out in detail the respect(s) in which the Website does not meet the Acceptance Criteria; and
b) Atlantis will have a further remedial period to modify the Website so that it meets the Acceptance Criteria.
5.5 The Website will be deemed to have been accepted by the Customer if:
a) the Customer does not give any notice to Atlantis under either Clause [5.3] or Clause [5.4] during the Acceptance Period; or
b) the Customer publishes the Website or uses the Website for any purpose other than development and/or testing.

6. Third-party works

Any license fees for Third Party Works are included in the Fees (unless the parties agree otherwise).

7. Unlawful content

7.1 The Customer will ensure that the Customer Works do not infringe any applicable laws, regulations or third party rights (“Unlawful Content”).

7.2 The Customer will indemnify and will keep indemnified Atlantis against all damages, losses and expenses (including legal expenses) arising as a result of any claim that the Customer Works constitute Unlawful Content, or any legal proceedings relating to such a claim.

8. Fees and payment

8.1 Atlantis will issue invoices for the Fees to the Customer on the relevant invoicing dates, or (if earlier) upon the acceptance of the Website by the Customer.
8.2 The Customer will pay the Fees to Atlantis within 21 days of the date of issue of an invoice issued in accordance with Clause 8.1.
8.3 VAT is applicable on all Fees stated in or in relation to this Agreement.
8.4 Fees must be paid by Paybill or by bank transfer, using such payment details as are notified by Atlantis to the Customer from time to time).
8.5 If the Customer does not pay any amount properly due to Atlantis under or in connection with this Agreement, Atlantis may:
a) charge the Customer interest on the overdue amount at the rate of 4% per year above the base rate.
b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts
c) take down the website till full payment and interests have been settled. Atlantis will not be liable for any loss, damages or inconveniences caused for such take-down.

8.6 Once the template has been uploaded to client’s domain, they are no longer viable for a refund.

8.7 Addition of features other than what the template has, may be subject to additional development fee. Which will be settled before any development work commences.

9. Intellectual property rights

9.1 From the date of acceptance of the Website by the Customer, Atlantis hereby assigns to the Customer all its Intellectual Property Rights in the Design Elements. These rights are assigned for the whole term of such rights together with all reversions, revivals, extensions and renewals, and this assignment includes the right to bring proceedings for past infringement of the assigned Intellectual Property Rights.

9.2 All Intellectual Property Rights in the Software Elements will, as between the parties, be the property of Atlantis and, from the date of acceptance of the Website by the Customer, Atlantis grants to the Customer a non-exclusive worldwide license to use the Software Elements in connection with the Website, subject always to the other terms of the Agreement and the Customer may only sub-license the rights licensed under this Clause for the limited purposes, and subject to the express restrictions, specified in this Clause.

9.3 The Third Party Works will be either (at the option of Atlantis):
a) supplied in accordance with the relevant licensor’s standard terms for online use;
9.4 Notwithstanding any other provision of the Agreement, the assignments and licenses granted by Atlantis under this Agreement are subject to the payment by the Customer of all amounts owing to Atlantis under this Agreement in full and on time.

In the event that the Customer owes any amount to Atlantis under this Agreement and fails to pay that amount to Atlantis within 14 days of receiving a notice:
a) requiring it to do so; and
b) specifying that the assignments will revert and the licenses will terminate if the amount repays unpaid, then Atlantis may immediately revert the assignments and terminate the licenses granted by Atlantis under this Agreement by giving written notice of reversion and termination to the Customer
9.5 Without prejudice to Clause [9.7], Atlantis waives (and will use reasonable endeavors to seek to ensure that its employees and subcontractors waive) any moral rights they may have in the Website arising, so far as is legally possible, any broadly equivalent rights anywhere in the world.
9.6 Atlantis may include the statement “Designed by Atlantis” together with a link to Atlantis’s website on each page of the Website in a position and in a form to be agreed by the parties.
9.7 Should the Website be provided with a content management system, Atlantis may also include a statement together with a link to the CMS provider’s website on each page of the Website in a position and in a form to be agreed by the parties
9.8 The Customer will retain any such credit and link in any adapted version of the Website, and the Customer will only remove any such credit and link from the Website at Atlantis’s request.

10. Warranties

10.1 The Customer warrants to Atlantis that it has the legal right and authority to enter into and perform its obligations under this Agreement.
10.2 Atlantis warrants to the Customer:
a) that it has the legal right and authority to enter into and perform its obligations under this Agreement;
b) that it will perform its obligations under this Agreement with reasonable care and skill;
c) that the use of the Website (excluding the Customer Works) by the Customer in accordance with the terms of this Agreement will not infringe the Intellectual Property Rights of any third party; and
d) that the Website will continue to operate without any Defects for a period of 12 months from the date of acceptance of the Website (and if the Website does not so operate, Atlantis will, for no additional charge, carry out any work necessary in order to ensure that the Website operates without any Defects during this period).
10.3 The Customer acknowledges that Atlantis has designed the Website to work with web browser technology.
10.4 The Customer further acknowledges that Atlantis does not purport to provide any legal advice under this Agreement or in relation to the Website and Atlantis does not warrant that the Website will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.
10.5 All of the parties’ liabilities and obligations in respect of the subject matter of this Agreement are expressly set out herein. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

11. Liability

11.1 Nothing in this Agreement will exclude or limit the liability of either party for:
a) death or personal injury caused by that party’s negligence;
b) fraud or fraudulent misrepresentation on the part of that party; or
c) any other liability which may not be excluded or limited under applicable law.

11.2 Subject to Clause [11.1], each party’s liability to the other party under or in connection with this Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:
a) neither party will be liable for any:
(i) loss of profits, income or anticipated savings,
(ii) loss or corruption of any data, database or software,
(iii) reputational damage or damage to goodwill;
(iv) loss of any commercial opportunity, or
(v) indirect, special or consequential loss or damage;

  1. b) neither party will be liable for any losses arising out of a Force Majeure Event; and
    c) each party’s liability in relation to any event or series of related events will in no circumstances exceed Ksh 10,000.

12. Data protection

12.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to Atlantis under this Agreement.
12.2 Atlantis warrants that:
a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by Atlantis on behalf of the Customer; and
b) it has in place appropriate security measures (both technical and organizational) against unlawful or unauthorized processing of Personal Data and against loss or corruption of Personal Data processed by Atlantis on behalf of the Customer.

13. Confidentiality and publicity

13.1 Each party will keep confidential the Confidential Information of the other party, and will not disclose that Confidential Information except as expressly permitted by this Clause [13]. (For the purposes of this Clause [13], the terms of this Agreement constitute the Confidential Information of each party.)
13.2 Each party will protect the confidentiality of the Confidential Information of the other party using at least reasonable security measures.
13.3 The Confidential Information of a party may be disclosed by the other party to its employees and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information.
13.4 These obligations of confidentiality will not apply to Confidential Information that:
a) has been published or is known to the public (other than as a result of a breach of this Agreement);
b) is known to the receiving party, and can be shown by the receiving party to have been known to it, before disclosure by the other party; or
c) is required to be disclosed by law, or by an order (binding upon the relevant party) of a governmental authority, a regulatory body or a stock exchange.
13.5 Neither party will make any public disclosure relating to the subject matter of this Agreement (including press releases, public announcements and marketing materials) without the prior written consent of the other party, not to be unreasonably withheld or delayed.

14. Termination

14.1 Either party may terminate this Agreement at any time by giving at least 30 days’ written notice to the other party.
14.2 Either party may terminate this Agreement immediately by giving written notice to the other party if the other party:
a) commits any material breach of any term of this Agreement, and:
(i) the breach is not remediable; or
(ii) the breach is remediable, but other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or
14.3 Either party may terminate this Agreement immediately by giving written notice to the other party if:
a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under this Agreement); or
d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

15. Effects of termination

15.1 Upon termination all the provisions of this Agreement will cease to have effect, save that the following provisions of this Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 7, 8.5, 9, 10, 11, 13, 15, and 16.3 to 16.13.
15.2 Termination of this Agreement will not affect either party’s accrued rights (including Atlantis’s accrued rights invoice for and to be paid the Fees) as at the date of termination.
15.3 If this Agreement is terminated by the Customer under Clause 14.2 or 14.3 (but not in any other case):
a) Atlantis will provide to the Customer an electronic copy of the Website within 30 days;
b) Atlantis will provide such assistance as is reasonably requested by the Customer to transfer the hosting of the Website to the Customer or another service provider, subject to payment of Atlantis’s reasonable expenses; and
c) the Customer will be entitled to a refund of any Fees paid by the Customer to Atlantis in respect of any Services which were to be performed after the date of effective termination, and will be released from any obligation to pay such Fees to Atlantis (such amount to be calculated by Atlantis using statement of work document).
15.4 Save as provided in Clause 15.3(c), the Customer will not be entitled to any refund of Fees on termination, and will not be released from any obligation to pay Fees to Atlantis.

16. General

16.1 Any notice given under this Agreement must be in writing (whether or not described as “written notice” in this Agreement) and must be delivered personally, sent by registered post, or email, for the attention of the relevant person, and to the relevant address or email address.
16.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
a) where the notice is delivered personally, at the time of delivery;
b) where the notice sent by registered post, 48 hours after posting; and
c) where the notice sent email, at the time of the transmission (providing the sending party retains written evidence of the transmission).
16.3 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.
16.4 If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
16.5 Nothing in this Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
16.6 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
16.7 Each party may freely assign its rights and obligations under this Agreement without the other party’s consent to any Affiliate of the assigning party or any successor to all or substantial part of the business of the assigning party from time to time. Save as expressly provided in this Clause or elsewhere in this Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in this Agreement or any rights or obligations under this Agreement.
16.8 Atlantis may subcontract any of its obligations under this Agreement to any third party.
16.9 Neither party will, without the other party’s prior written consent, either during the term of this Agreement or within 6 months after the date of effective termination of this Agreement, engage, employ or otherwise solicit for employment any employee or contractor of the other party who has been involved in the performance of this Agreement.
16.10 Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party’s power, which are necessary to enable the parties to exercise their rights and fulfil their obligations under this Agreement.
16.11 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
16.12 This Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of this Agreement. Subject to Clause [11.1], each party acknowledges that no representations or promises not expressly contained in this Agreement have been made by or on behalf of the other party.
16.13 This Agreement will be governed by and construed in accordance with the laws of Republic of Kenya; and the courts of Republic of Kenya will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

16.14 Client accepts the template as is and that only images, color and text will be replaced to suit their purpose.

17. Changes to terms and conditions

We may update our Terms and Conditions from time to time. Thus, we advise you to review this page periodically for any changes. We will notify you of any changes by posting the new Privacy Policy on this page. These changes are effective immediately, after they are posted on this page.

Atlantis Creative Studios operates https://atlantis-studios.net/, which provides Web design, Animation and Visual Effects services.
This page is used to inform website visitors regarding our policies with the collection, use, and disclosure of Personal Information if anyone decided to use our Service, the website https://atlantis-studios.net.
If you choose to use our website, then you agree to the collection and use of information in relation with this policy. The Personal Information that we collect are used for providing and improving the Service. We will not use or share your information with anyone except as described in this Privacy Policy.

Information collection and use

For a better experience while using our Service, we may require you to provide us with certain personally identifiable information, including but not limited to your name, phone number, postal address and location. The information that we collect will be used to contact or identify you.

Log data

We want to inform you that whenever you visit our Service, we collect information that your browser sends to us that is called Log Data. This Log Data may include information such as your computer’s Internet Protocol (“IP”) address, browser version, pages of our Service that you visit, the time and date of your visit, the time spent on those pages, and other statistics.

Cookies

Cookies are files with small amount of data that is commonly used an anonymous unique identifier. These are sent to your browser from the website that you visit and are stored on your computer’s hard drive.
Our website uses these “cookies” to collect information and to improve our Service. You have the option to either accept or refuse these cookies, and know when a cookie is being sent to your computer. If you choose to refuse our cookies, you may not be able to use some portions of our Service.

Service providers

We may employ third-party companies and individuals due to the following reasons:
• To facilitate our Service;
• To provide the Service on our behalf;
• To perform Service-related services; or
• To assist us in analyzing how our Service is used.
We want to inform our Service users that these third parties have access to your Personal Information. The reason is to perform the tasks assigned to them on our behalf. However, they are obligated not to disclose or use the information for any other purpose.

Security

We value your trust in providing us your Personal Information, thus we are striving to use commercially acceptable means of protecting it. But remember that no method of transmission over the internet, or method of electronic storage is 100% secure and reliable, and we cannot guarantee its absolute security.

Links to other sites

Our Service may contain links to other sites. If you click on a third-party link, you will be directed to that site. Note that these external sites are not operated by us. Therefore, we strongly advise you to review the Privacy Policy of these websites. We have no control over, and assume no responsibility for the content, privacy policies, or practices of any third-party sites or services.

Changes to this privacy policy

We may update our Privacy Policy from time to time. Thus, we advise you to review this page periodically for any changes. We will notify you of any changes by posting the new Privacy Policy on this page. These changes are effective immediately, after they are posted on this page.

Contact us

If you have any questions or suggestions about our Privacy Policy, do not hesitate to contact us.