CARAT Client: MANAPPURAM a Trading Division Under Dentsu Manappuram Finance Ltd Aegis Network Communications Lndia Private Limited
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6*ep COTIFIDENTIAL DENTSU AEGIS NETWORK SERVICES AGREEMENT COMMERCIAL TERM SHEE]' .: . l:r : :r '::: :PARi[IES:, Agepc CARAT Client: MANAPPURAM A trading division under Dentsu Manappuram Finance Ltd Aegis Network Communications lndia Private Limited Cl N : U74300MH1986PTC039002 Address: 601-8 Wing, Poonam Chambers, Addr.€.' w l 47O (old) W63BA (New), l:, l:- l1 . ,:1:: l'1. Manappuram House, Valapad, DR. A B Road, Worli, Mumbai- :,:.1:; :.1 r:::::i.: l; !;ii, r. '- 400018 ir:. r::r:-:. l Thrissur, l(erala,lndia - 680 567 TERIV'Ii' rl GI Start,Date: .TUN€ >o\'t O I Tu uY wlV 30 ;l X AUTO RENEW EI --l-lrrlf-r- : - -:: _::-: CI SERV-leEil ,:,.;i; - -,. ;:N -"i Qr- AII lndia except Kerala iht d t- *i tr lVledia Services ril ;i D Creative Services ;; it ]> "-t Z E other Services 1.) )j U p F The Services are more particularly described in each applicable Statement of Wofk.s* BilbS U Mediir I Offline # nEffitr i i,lr, i : r::. r tr'Out of Home H $HHtr i"il s s#fi* li ili El Digital Services {including Display, Performance, SEM, Social, Mobile) ff oSi*x 'l itii H !s!)ttr , $t*="' tf ("T&Cs") nd schedrrles ttw,rijq$-.i This Commercial Term Sheet must be read alongside the Terms and Conditions and schedullgs H are attached to this CommercialTerm Sheet. The T&Cs and schedules, together with this Commercial TEm S h'dct fr paYties; aand' entered into on 08 day of April 2019 constitute a binding agreement f'Agreement") between the 0l will apply to any media schedule, work order and/or any services supplied to the Client by Agency duringI trne Executed for and on behalf of CIi nt//":;. f I,Vx-,\" Executed for and on 2 7 r.--t' --'-a-'/f^\"1 '\r\r,1\ ffi l-t" .o- L! i ! - n-,i .1:g'.,1 !r'i Ftil L'll"'"' r,U, rr) ,rFI (-?r,---i*( HE *l tc:' { . q.n.N.-.+....ylrpg klB td,t \/r, - , / # 1r _,*,-" ffi \\\. ,ir"'""-",*-*",'- ,/'/ rlan-rit.. .ts c3H *-t Name: ,--n'f- * Name: t ffi; V'T' { i\^G^ ce g3s Title: Title: : { ry\ H' I Date: Date: OBlor,lla lpi tg ffi ffis br cr +l bwfi'u +' ltri in cJr N {.n, h,,3 '+l .-i {gt hi i I..r :rP I\,, q! .rrli'"] CONFIDENTIAL DENTSU AEGIS NETWORK SERVICES AGREEMENT I TERMS AND CONDITIONS 1" INTRODUCTION These Terms and Conditions ("T&Cs") apply to the provision by Agency to Client of certain services, as described in the attached commercial term sheet ("Commercial Term Sheet"), and each Statement of Work. ln the event of any confllct or inconsistency, the documents shall prevail in the following order: (i) the f&Cs; (ii) a Statement of Work; and (iii) the Commercial ierm Sheet (subject to any express written statement in a document or part thereof that states that such document or part thereof prevails over the T&Cs). 2. DEFINITIONS AND INTERPRETATION 2.1 Terms not defined in these T&Cs will have the meanings set out in the Commercial Ternr Sheet and applicable Statement of Work. In addition, the following terms shall have the following meanings: "Agency Affiliate" means any of the following: (a) companies directly or indirectly belonging to or controlled by Agency through management appointment or otherwise; (b) companies directly or indirectly belonging to or_controlled by companies whicl-idirectlybr indireifly own or control Agency; and (c) any companies having entered into an affiliation agreement with Agency or the above-refeired companies. "Control" means the power of an entity to secure that the affairs of another are conducted in accordance with its wishes and "controlled" shall be construed accordingly; "Agency Materials" means materials owned by Agency or Agency Affiliates prior to the date of this Agreement or developed orZreated or acquired by or on behalf of Agency or Rgency affiliates other than in the course of providing the Services and the derivatives of such materials; "Business Day''means any day other than a Saturday, Sunday or a bank or public holiday in Agency's principal place of business; "Charges" means the Fees and any other costs and/or commissions and expenses payable by Client in connection with the Services. "Client Materials" means materials provided by Client to Agency in connection with this Agreement (including without Iimitation Client's name, logo and trade marks and any third party materials provided by Client to Agency in connection with this Agreement); "Deliverables" means the*dellverables to be provided as part of the Services, as more particularly described in each Statement of Work (where applicable) but specifically excluding tools or platforms used by Agency to provide the Services and/or deliverables; "Fees" means the fees invoiced and payable by Client as set out in each Statement of Work "Force Majeure" has the meaning set out in clause 17.3; "lntellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks and service marks, trade names, d'omIin names, rights in get-up, goodwill and the right to sue for passing off or rrnfair competition, rights in designs, rights in computer softwaie, datJbaserights, and any other intellectual Broperty rights, in each case whether registded oiunregistered and including all applicat'rons {and rights to apply) for, and the right to be granted renewals or exiensions of, andlights to claim priority from, ihese rights and allsimilar or equivalent rights or forms of protections which subsist or will subsist, now or in the future, in any part of the world; e "Media" means the media as described in the Commercial Term Sheet. "services" means the services to be provided on the Media by Agency to Client pursuant to this Agreement, as described in general terms in the Commercial Teim Sheet and, where applicable, more specifically, in each Statement of Work or such other services agreed by the parties in a Statement of Work; "statement of Work" or "SOW" shall mean the First Agreed SOW set out in Schedule 1 as well as any additional document signed by both Parties in substantially the form set out in Schedule 1. There may be one or more SOWs under this Agreement. "Third Party Materials" means materials owned by a third party (excluding, for the avoidance of doubt, Agency Materials and Client Materials). 3. AGENCY'S ROLE 3.1 Client hereby appoints Agency to provide, and Agency agrees to providq the Services to Client in the Territory in respect of the Media specified in the Commercial Terms. 3.2 Agency will provide the Services: ia) with professional care and skill; and (b) in accordance with the terms of this Agreement. 3.3 Client will not obtain or use services from any third party that are the same as or similar to the Services during the Term. 3.4 lf Client opts to use programmatic digital services from the Amnet Group, such services sh_all be treated as services provided by an indepenAent-thiiU-pqgy from R-gency and shall be subject to separate terms and conditions. For the avoidance of doubt, such services tfl\1*f$nt pi[t of thu Services or this Agreement. 3.5 The Agencyrsfiaf f iOrf ow i6"e.ir{f*ias laid down by the industry bodies like Advertising Agencies Association of tg!!a(S]), CONFIDENTIAL DENTSU AEGIS NETWORK SERVICES AGREEMENT (loAA), lndian Newspaper society (lNS), Prasar lndian Broadcasting Federation (tBF), lndian outdoor Advertising Association by it,e .toint working committee of AAAI-lBF and r Bharati - Doordarsh." iijii, nir'i"aii, nuJio rnrnl ana ir'" iri"ri.ia down AAAI-INS. Agency by entering into a statement of work' Each such 3.6 Any client Affiliate in the Territory may avail Services to from the agrees to procure the adherence of each such of work will be governed by the terms of this Agreeme-nt and ilient statemeftt afdiiate of its obligations under the applicable Affiliate to the terms of this Agreement and ilr" p"ir**?nce of the client of work to any client Affiliate, any references statement of work. solely in relation to serviceiiiovided under a statement the ClientAfflliate. client further agrees that it shall to Client in such statement of Workshall be u"ernuJto be a referencet; Affiliates' Le ,eiponsinle and guaraniee for any defaults in payments by its Client 4. CLIENT RESPONSIBI LITIES services, including, wlthout limitation, giving Agency clear 4.1 client will cooperate with Agency in all aspects relating to the briefings and approving all Deliverables. for it to access, receive and utilise the Services and the 4.2 client will be responsible for making all arrangements necessary Deliverables. any act or omission of client' its performance of its obligations under this Agree-ment is prevented or delayed by 4.3 lf Agency,s performance on the part of Agency shall not agents, subcontractors, consultants or employ;,';;?h;;iture oi delay in costs, charges or losses sustained or incurred by constitute a breach of this Agreement and ag"i.ylh,.lr ;ot be liable for any iii"ni tt',ut arise directly or indirectly from such failure or delay' Agencies Association of lndia (AAAI), client shall follow the rules as laid down by the industry bodies like Advertising 4.4 The (loAA), lndian.Newspaper society (lNS), Prasar lndian Broadcasting Federation (lBF), lndian outioor Advertising Association oo*n uv tt.,e :dint working committee of AAAI-lBF and Bharari - Doordarsh.ri6rii,iir'i"aii niai" (AlR);;i ir.,. irr.iTrio AAAI-INS. 5. PERFORMANCE OF THE SERVICES in the Commercial rerm Sheet and schedule 1' The general scope of services to be provided by Agency to client i.s set out 5.1- set out in Statements of Work' Specific Services relevant to campaigns ot tp".ifli u-ngudur.nts will be Client's approval in writing' ln executing any advertising idea, plan, program or campaign, Agency sh.all .obtain 5.2 Before approval for copy, layouts, artwork, an approved idea, plan, program or'iJ#ipiiin, a8e."i, ir,iri 5ut.ii', client's executing ft'rat agency proposes to use; and proofs, radio scripts, TV storyboards, .nO lno*6r [rints, unJ otft"t material .scrip.ts that such material be presented (the "Approval schedules showing the times when, and media if,iorgl', whicir, it is'proposed Items").