1. In these Terms, the following terms shall have the following meanings:

‘Agreement’ means the Quote, these Terms and any Contract for Services.

‘Client‘ means the person, firm, company or other entity who has instructed Mayda to carry out the Services (as defined below) as set out in this Agreement (also a “party”).

‘Client Materials’ means any goods, products and materials in whatever form (including all Intellectual Property Rights in the same) provided or made available by the Client to Mayda for use in connection with this Agreement, and including any master tapes, film negative prints, sound tapes, video tapes or visual images or sound held in any media.

‘Confidential Information’ means such information as Mayda may from time to time provide to the Client (in whatever form including orally, written, in electronic, tape, disk, physical or visual form) relating to this Agreement and the Works, and all know-how, trade secrets, tactical, scientific, statistical, financial, commercial or technical information of any kind disclosed by Mayda to the Client whether in existence prior to the parties entering into this Agreement or which subsequently comes into existence, including any copies, reproductions, duplicates or notes in any form whatsoever.

‘Contract for Services’ means any subsequent contract for the provision of Services entered into between Mayda and the Client pursuant to these Terms.

‘Intellectual Property Rights’ means copyright (including rights in computer software), database rights, design rights, moral rights, patents, trademarks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, and topography rights, know-how, secret formula and processes, lists of suppliers and customers and other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, and all intellectual property rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licenses and consents in respect of any of the rights and forms of protection mentioned in this definition.

‘Quote’ means a quote presented by Mayda in respect of Services to be provided to the Client.
‘Services’ means the services to be provided by Mayda for the Client pursuant to this Agreement, and includes the Works (as defined below) arising out of the Services.

‘Terms‘ means these terms and conditions of business.

‘Mayda‘ means The Mayda Creative Company, Inc., a Delaware C-Corporation (also a “party”).

‘Mayda Intellectual Property’ means all rights, including Intellectual Property Rights, in and to (i) Mayda’s proprietary underlying software, archives, engines, subroutines and development tools and utilities (in source code and object code form), including underlying code and data and all pre-existing intellectual property rights therein, which in each case are of general use and which were in existence prior to the parties entering into this Agreement or developed independently of this Agreement; and (ii) any other materials, in whatever form (including documents, information, data and software), which were in existence prior to the parties entering into this Agreement or developed independently of this Agreement.

‘Works’ means the products and materials created, developed, and produced by Mayda for the Client pursuant to this Agreement.

1. Headings used in these Terms are purely for ease of reference and do not form any part of or affect the interpretation of these Terms.
2. The words “include” and “including” shall not be construed restrictively.
3. Any reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time.

1. Mayda will invoice the Client for the prices quoted in respect of Services to be provided at the times set out in the relevant Quote or Contract for Services.
2. Mayda shall be entitled to make an adjustment to any quoted prices in the event that additional costs are incurred, or likely to be incurred, by reason of:
3. the Client Materials (or any part thereof) being, in the reasonable opinion of Mayda, in any way defective, in an unsuitable format (or a different format to that which Mayda is expecting to receive the same) or of unsuitable quality for normal processing;
4. ​any information supplied by the Client or any third party in connection with this Agreement and the Services being inaccurate or incomplete, or failing to give Mayda a full and accurate indication of the work involved and/or time and resources required; or
5. ​changes by the Client or any third party in its requirements for the Services or Works; or
6. ​exceptional circumstances outside the control of Mayda, including currency fluctuations and changes in third party costs.
7. ​Subject to clause 3.4 and unless otherwise agreed by Mayda in writing, all invoices rendered by Mayda are as follows:
8. ​For all Live Action Services, including where Live Action is a component of an overall Contract for Services, Mayda adheres to AICP Guidelines here:
9. ​For all Digital and/or Studio-based Services, including where Digital and/or Studio-based Services is a component of an overall Contract for Services, Mayda adheres to AICP Guidelines here:
10. Mayda expressly reserves the right, at its sole option, to require payment by installments during the performance of this Agreement and/or to require payment of all amounts due to Mayda in respect of Works to be provided prior to delivery of such Works.
11. The Client shall pay all amounts owing to Mayda in full and shall not exercise any rights of set off against invoices submitted.
12. Payment of all amounts shall only be made in the currency in which they are invoiced and shall not be subject to any deductions or charges whatsoever.
13. In the event of default in payment by the Client under this Agreement, Mayda shall be entitled, without prejudice to any of its other rights or remedies, to suspend any further performance of the Services without notice and to charge interest on any amount outstanding at the rate of the lesser of one and one-half percent (1.5 percent) per month or the highest amount permitted by law, from the due date of payment to the actual date of payment.
14. All sums payable under this Agreement are exclusive of sales, use and any other taxes, which shall (if and to the extent applicable) be payable by the Client at the rate and in the manner from time to time prescribed by law.
15. The Client shall pay any withholding tax or other similar taxes applicable for the Services or otherwise required by law to be deducted from any payment by the Client to Mayda pursuant to this Agreement. Should the Client be required to pay any such withholding or make such deduction on account of tax, the Client shall pay such additional amount as will ensure that Mayda receives, free and clear of any tax or other deduction or withholding, the full amount which it would have received had no such withholding or deduction been required. The Client shall indemnify Mayda against all costs, claims, expenses (including reasonable legal expenses) and/or proceedings arising out of or in connection with such payments. The Client and Mayda shall cooperate in good faith to respond to any query from the applicable tax authorities in connection with withholding tax or other similar taxes and shall each make available to the other any information or documents and all relevant approvals or authorizations which the applicable tax authorities may reasonably require.

1. The Services will be carried out in accordance with these Terms, any Quote, and any subsequent Contract for Services to the exclusion of any other terms and conditions the Client seeks to impose whether orally or in writing, unless agreed otherwise in writing by the parties.
2. All representations, conditions or warranties, or other terms concerning the Services which might otherwise be implied or incorporated in this Agreement, whether by statute, common law or otherwise are, to the maximum extent permitted by law, excluded from this Agreement or any variation thereof, unless expressly accepted and executed by Mayda in writing.
3. No employee, consultant or agent of Mayda has the power to vary these Terms orally or in writing, or to make any statement or representation about the Services offered, their fitness for any purpose or any other matter.
4. Upon requesting Services from Mayda, the Client shall be deemed to have accepted these Terms and these Terms shall become binding as between the Client and Mayda, notwithstanding the absence of any formal acknowledgement.
5. The Client and Mayda may enter into a Contract for Services which will constitute a separate binding contract between the parties which shall incorporate (with any necessary changes) these Terms. In the case of any conflict or inconsistency between these Terms and any subsequent Contract for Services, these Terms shall take precedence.