Terms & Conditions
1. Payment Terms
1.2 Mailys Motion ApS will provide written invoices to the Commissioner at every delivery stage of the Schedule:
For Projects above 15000 dkk:
50% by the Commencement Date; 50% at the satisfactory completion of the Work.
For projects below 15000 dkk:
100 % at the satisfactory completion of the Work.
1.2. Fee becomes payable not later than 15 days after the invoice's date.
1.3. If the Commissioner has agreed to pay expenses in addition to the agreed Fee Mailys Motion ApS will provide evidence of such expenses in the form of valid original receipts not later than 3 days after the satisfactory completion of the Work.
1.4.The Commissioner will pay expenses not later than 15 days after receiving valid original receipts detailing the expenses.
1.5. If the Commissioner delays payment for more than 15 calendar days, Mailys Motion ApS reserves the right to charge a 5OO dkk late payment fee. If the payment is delayed more than 45 days, Mailys Motion ApS reserves the right to charge 5% above the Bank of Denmark base rate interest daily from the due date until payment is received.
2. Intellectual Property
2.1 Unless agreed otherwise, the intellectual Property Rights in the Work and Design Work shall remain the property of Mailys Motion ApS.
2.2 The Commissioner acknowledges that the ownership of all Intellectual Property Rights in any Project's Materials, including any modification or adaptation of Mailys Motion ApS' Materials produced in the course of the performance of this Agreement, shall remain vested in Mailys Motion ApS or its licensors.
2.3 The Commissioner acknowledges that the ownership of all Intellectual Property Rights in all Design Work (preparation materials, visual and sketches, including the electronic files used to create the Work) in the course of the performance of this Agreement, shall remain vested in Mailys Motion ApS.
2.4 Unless agreed otherwise in a Non-Disclosure Agreement, Mailys Motion ApS retains the right to display the final deliverables created in Mailys Motion's portfolio, website or social media accounts for promotional purposes.
2.5 The Commissioner shall indemnify Mailys Motion ApS against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Mailys Motion ApS as a result of or in connection with any claim brought against Mailys Motion ApS for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt, use or supply of Commissioner Materials (“IPR Indemnity”).
2.6 No amount awarded or agreed to be paid under the IPR Indemnity in clause 2.5 shall count towards the cap on the Commissioner’s liability under clause 2. This clause shall survive termination of the Work commissioned.
3. Derivative Work rights
3.1 The Commissioner acknowledges that are not granted the rights to create Derivative Works based on the original Work (e.g. Creation of printable communication materials from the assets or re-use of the character's design for another project or other assets, etc).
4. Moral Rights
4.1 Mailys Motion ApS’s right to be identified as the author of the Work and Design Work is hereby asserted to the extent that this is necessary or possible under copyright law throughout the world. Mailys Motion ApS reserves the right to object to or prevent any derogatory treatment of the Work or Design Works.
4.2 The Commissioner and any person sub-licensed by the Commissioner shall accord Mailys Motion ApS credit on the use of the Work or Design Works.
5. Confidential Information
5.1 Both parties shall during a Project and after its termination keep confidential and not (except as authorised) use or disclose or attempt to use or disclose to any person any of the Confidential Information.
6.1 This Agreement automatically terminates on satisfactory completion of the Work.
6.2 The Commissioner may terminate this Agreement early per the following conditions:
The Commissioner shall pay Mailys Motion ApS all sums due per the payment terms in clause 1 or; if terminated early, a fair and reasonable amount on account of the daily fee of Maily Motion ApS due under the agreement of the Project, commensurate with the schedule performed to date of such termination;
6.3 Upon payment, per clause 1, Mailys Motion ApS shall provide the Commissioner with all Deliverables including all specifications and other documentation comprised in the Deliverables existing at the date of such termination, whether or not then complete, and return all Commissioner Materials. Until they have been delivered or returned,
6.4 Mailys Motion ApS will keep an archived copy of the source files and delivered Work for a period of 3 years.
6.5 The Deliverables do not include the original source files but only files. It shall be at Mailys Motion ApS’s discretion to make the source files available to the Commissioner after the termination for the payment of 100% of the Project's Fee. Usage of source files is governed by the same terms under this Agreement that govern the usage of the Work or Design Work by the Commissioner, and do not terminate after the termination of the Project.
6.6 On termination of a Project, Mailys Motion reserves the right to withhold all Deliverables including all specifications and other documentation comprised in the Deliverables existing at the date of such termination and any Commissioner Materials as far as Commissioner Materials are used or integrated in the Deliverables and cannot be separated without reasonable effort by Mailys Motion ApS, until the Commissioner has paid any outstanding sums due under these Terms and Conditions, including outstanding expenses.
7.1 No failure or delay by Mailys Motion ApS to exercise any right under this Agreement shall be deemed to be a waiver of that right, nor preclude the exercise or enforcement of it at any later time.
7.2 No variation of these Terms and Conditions shall be effective unless it is in writing and agreed upon by both parties.
7.3 Mailys Motion ApS shall not be liable for any failure in the performance of any of its obligations under the Terms and Conditions caused by factors outside its control.
7.4 These Terms and Conditions (including without limitation non-contractual disputes or claims relating to this Agreement) shall be governed by and construed per the Danish law
7.5 Mailys Motions ApS and the Commissioner irrevocably submit to the exclusive jurisdiction of the Danish Court.