SUPPLIER COMMERCIAL AGREEMENT

Working with Drawmill?

This is a simple set of terms when working with Drawmill (The COMPANY) and you as a SUPPLIER. By accepting to work with Drawmill you agree to these terms.

1.1 SERVICES
The Supplier shall provide the following services (“Services”) to the company in accordance with the terms and conditions of this Agreement:

  • The company requires the Supplier to perform creative services, either as a voice artist, animator or musician for the company’s clients.
  • As part of this arrangement the Supplier will work on an “as and when, project by project” basis. As such the Supplier will be expected to produce a pre-agreed amount of work determined at the start of each project.
  • The company does not guarantee any minimum amount of work as part of this agreement.
    As part of this arrangement the Supplier may reasonably refuse any work offered by the company
    Any projects that the Supplier commits to are the responsibility of the Supplier to fulfil. The Supplier will meet all reasonable requests and deadlines from the company for completion of work as well as any internal targets. If for any reason the Supplier is unable to complete a project to a given deadline, they must give as much notice as possible with a minimum of 72 hours notice before the deadline. Cancelling a project with less than 72 hours notice before a deadline will be considered a breech of agreement and may lead to termination of this working arrangement (unless there are exceptional extenuating circumstances)
  • The Supplier will produce creative work to the-standards expected by the company. The company reserves the right not to pay for work deemed to be substandard or not to the agreed brief.
  • The Supplier will be responsible for ensuring the safe keeping of any client media whilst in their care.
  • The company takes responsibility for managing all other aspects of the working relationship with the client (e.g. Preparation, marketing, overhead, production, sales, quality control and delivery)

1.2 DELIVERY OF THE SERVICES
It is the Supplier’s responsibility:

  • To organise all projects clearly and to deliver the project drives and media and/or work completed to the company by the agreed deadline.

1.3 PAYMENT
The company will pay the Supplier on a per project basis. The fee will be determined at the start of the project in writing via email. Any changes to the project rate required will be agreed in writing. The company reserves the right not to pay for any work that was not agreed in writing or is deemed to be of substandard quality by the company. The Supplier shall invoice the Company for the Services that it has provided to the Company upon completion. These invoices will be paid within 7 to 30 days via by Bank transfer or Paypal transfer.

2 GENERAL TERMS

2.1 INTELLECTUAL PROPERTY RIGHTS
The company owns the copyright to all creative material generated by the Supplier for the company’s clients under the terms of this agreement.

As such the following restrictions apply:

  • The Supplier is not allowed for any reason to use or display any work produced under this agreement without the written approval and consent of the company.
  • The Supplier is not entitled to use the company’s name in any way in regards to advertising or marketing.
  • The Supplier is not allowed to contact the company’s clients unless specifically in relation to a project arranged by the company or in the event that the contact has the prior written approval and consent of the company.
  • The Supplier may not promote or mention their own commercial activities (freelance or otherwise) when working with the company’s clients.
  • The Supplier should not advertise rates on their website or any other form of media that directly compete with the company’s services or rates.

2.2 WARRANTY
The Supplier represents and warrants that: It will perform the Services with reasonable care and skill; and that the Services and the Materials provided by the Supplier to the company under this Agreement will not infringe or violate any intellectual property rights or other right of any third party.

2.3 TERM AND TERMINATION
This Agreement shall be effective on the date hereof and shall continue indefinitely until any further arrangement is agreed in writing. Either Party may terminate this Agreement upon notice in writing if:

  • the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do; or
  • Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

2.4 RELATIONSHIP OF THE PARTIES
The Parties acknowledge and agree that the Services performed by the Supplier shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.

2.5 CONFIDENTIALITY
Neither party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.

2.6 NOTICES
Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:

  • First class post, 2 days from the date of posting;
  • Hand or by facsimile transmission, on the date of such delivery or transmission; and
  • Electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.

2.7 ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the Supplier and the Company in respect of the matters contained or referred to in it and there are no promises, terms, conditions or obligations oral or written, express or implied other than those contained in this Agreement.