Terms and Conditions for Creative Agencies empanelled with DAVP
"Print-Media Creative Agencies are those agencies which specialize and execute the production of Creatives for the Print Media, Printed Publicity and produce the adaptations of the same for Outdoor Publicity and/or Exhibitions"
1. General
2. Manner of Employment :
3. Release of the Advertisement:
All the media release- either of the Ministries/Departments or DAVP shall be routed only through DAVP.
4. Payment Schedule
For all kinds of production jobs no advance payment shall be made. Payments will be made only after satisfactory completion of each job and on submission of authenticated bills in the manner stipulated by DAVP/Ministry/Department of the Government of India.
5. Territory
The Agency shall provide all such services described above within the territorial limits of India only. The Agency shall arrange international inputs and advertising through its international affiliates, if required, on terms to be agreed separately.
6. Conflict of Interest
DAVP/Ministry/Department of the Government of India requires that the Agency provide professional, objective and impartial advice and at all times hold DAVP/Ministry/department's interests paramount, strictly avoid conflicts with other assignments/jobs or their own corporate interests and act without any consideration for future work.
7. Confidentiality
Confidentiality shall be maintained for the information relating to the examination, clarification and comparison of the proposal. Violation of this clause may result in the rejection of the proposal.
8. Approvals
The Agency shall seek written approval of all visuals, artworks, copy, scripts, etc. and the Agency shall not proceed further with any work until approval of related documents by DAVP/Ministry/Department of Government of India.
Both, DAVP/Ministry/Department of Government of India and the Agency, shall communicate to each other the names of officials authorized to sign various documents or grant approvals under the agreement.
9. Records
The Agency shall maintain all layouts, artworks, copy, negatives, tapes, bills vouchers, etc. for duration of the contract period and then submit the same to the DAVP /Ministry/Department of Government of India.(if not already submitted).
10. Fraud & Corruption
DAVP/Ministry/Department of Government of India requires that Agencies selected for the particular Campaign must observe the highest standards of ethics during the performance and execution of such contract. In pursuance of this policy, Government of India :
11. Standards of Performance
12. Delivery and Documents
As per the time schedule agreed between the Parties for specific projects given to the empanelled Agency from time to time, the Agency shall submit all the deliverables on due date as per the delivery schedule. The Agency shall not without DAVP/Ministry/Department of Government of India's prior written consent disclose the Contract, drawings, specifications, plan, pattern, samples to any person other than an entity authorized by the DAVP/Ministry/Department of Government of India for the performance of the Contract. In case of termination of the Contract all the documents used by Agency in the execution of project shall become property of DAVP/Ministry/Department of Government of India.
13. Change Orders
DAVP/Ministry/Department of Government of India may at any time before completion of work under project awarded to empanelled Agency, change the work content by increasing/reducing the quantities of the services by not more than 20% of the estimated total cost of the Campaign project as mentioned in the Contract Agreement for execution of the Project, without creating the liabilities for compensation on any grounds, whatsoever due to this change. In such a case, the Agency will have to perform the service in the increased/decreased quantity at the same contract rates within the time stipulated for providing services to DAVP/Ministry/Department of Government of India.
14. Agency Personnel
The Agency shall employ and provide such qualified and experienced personnel as may be required to perform the services under the specific project assigned by DAVP/Ministry/Department of Government of India and it is desirable from the Agency to deploy the personnel, who have adequate experience in the domain related with the project. It is desirable that for the Projects, the Consultant/Agencies must hire the services of Relevant Specialists, on a case to case basis, to work on the Project effectively. The Agency shall give proof of the status of its regular employees status or contractual staff and its creative team on a regular basis to DAVP/Ministry/Department of Government of India during such period of the time of contract.
The Agency shall not change the team deployed for the work without due intimation to DAVP/Ministry/Department of Government of India.
15. Applicable Law
Applicable Law means the laws and any other instruments having the force of law in India as they may be issued and in force from time to time. The Contract shall be interpreted in accordance with the laws of the Union of India.
16. Intellectual Property Rights
No services covered under the Contract shall be sold or disposed by the Agency in violation of any right whatsoever of third party, and in particular, but without prejudice to the generality of the foregoing, of any patent right, trademark or similar right, or any charge mortgage or lien. The Agency shall indemnify DAVP/Ministry/Department of Government of India from all actions, cost, claims, demands, expenses and liabilities, whatsoever, resulting from any actual or alleged infringement as aforesaid and at the expenses of the Agency, DAVP/Ministry/Department of Government of India shall be defended in the defense of any proceedings which may be brought in that connection.
17. Copyrights
Copyrights and other intellectual property rights in all materials, ideas and work or any kind generated by the activities of the Agency performed hereunder shall vest in DAVP/Ministry/Department of Government of India, to the extent copyright belongs to the Agency, provided that DAVP/Ministry/Department of Government of India has paid the Agency for its services.
18. Waiver
The failure of either party at any time to enforce any provision of these Terms and Conditions, shall in no way affect its right thereafter to require complete performance by the other party. Further, waiver of any breach of any provision shall not be held to be a waiver for any subsequent breaches.
19. Notices
Any notice or notices under these terms and conditions shall be deemed to be properly served, if they are sent to the addresses mentioned hereinabove by courier service or registered mail.
20. Survival of Terms
The provisions of Articles 5, 15, 16 and 20 of this Agreement shall survive the expiry or termination or the Agreement.
21. Severability
If for any reason, whatsoever, any provision of this Agreement is or becomes invalid, illegal or unenforceable or is so declared by any court of competent jurisdiction, the validity, legality or enforceability of the remaining provisions shall not be affected in any manner, and the Parties will negotiate in good faith with a view to agreeing to one or more provisions which may be substituted for such invalid, unenforceable or illegal provisions, as nearly as is practicable.
22. Indemnity
The Agency shall indemnify and keep DAVP/Ministry/Department of Government of India indemnified from and against all claims, suits and
demands due to injury to or death of any person and /or loss or damage caused or suffered to property under or belonging to the DAVP/Ministry/Department of Government of India, its agents or employees or third party as a result of any acts dates or omitted to be done by the Agency or as a result on the part of Agency to perform any of its obligations under this agreement or on the failure of the Agency to perform any of its duties and/or obligations including good industry practices.
23. Assignments
The Agency shall not assign the project to any other agency, in whole or in part, to perform its obligation under the Contract, without the DAVP's authorized representative's prior written consent.
24. Performance Assessment
25. Termination
Under these terms and conditions, DAVP/Ministry/Department of Government of India may, by written notice terminate the Agency in the following ways –
In all the three cases termination shall be executed by giving written notice to the Agency. No consequential damages shall be payable to the Agency in the event of such termination.
26. Force Majeure
Notwithstanding anything contained in these terms and conditions, the Agency shall not be liable for liquidated damages or termination for default, if and to the extent that, it's delay in performance or other failures to perform its obligations under the agreement is the result of an event of Force Majeure.
For purposes of this clause "Force Majeure" means an event beyond the control of the Agency and not involving the Agency's fault or negligence and which was not foreseeable. Such events may include wars or revolutions, fires, floods, epidemics, quarantine restrictions and freight embargos. The decision of the DAVP, regarding Force Majeure shall be final and binding on the Agency.
If a Force Majeure situation arises, the Agency shall promptly notify to DAVP in writing, of such conditions and the cause thereof. Unless otherwise directed by DAVP in writing, the Agency shall continue to perform its obligations under the agreement as far as reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event.
27. Resolution of Disputes
If any dispute arises between parties, then there would be following two ways for resolution of the dispute under the Contract.
a) Amicable Settlement
Performance of the Contract is governed by the terms and conditions of the Contract, however, at times dispute may arise about any interpretation of any term or condition of Contract including the scope of work, the clauses of payments etc. In such a situation either party of the contract may send a written notice of dispute to the other party. The party receiving the notice of dispute will consider the Notice of dispute to the other party. The party receiving the notice of dispute will consider the Notice and respond to it in writing within 30 days after receipt. If that party fails to respond within 30 days, or the dispute cannot be amicably settled within 60 days following the response of that party, then Clause 'Resolution of Disputes' of these General Condition of Contract shall become applicable.
b) Arbitration
Any dispute, difference or question arising out of this agreement shall be settled amicably between the parties, failing which the same shall be referred to a sole arbitrator to be nominated by the Secretary, Department of Legal Affairs, Govt. of India, New Delhi, for arbitration under the Arbitration & Conciliation Act 1996, and the place of arbitration shall be Delhi.
28. Taxes and Duties
The Agency shall fully familiarize themselves about the applicable Domestic taxes on amount payable by DAVP under the contract. The Agency, sub Agency and personnel shall pay such domestic tax, duties, fees and other impositions (wherever applicable) levied under the applicable law.
29. Legal Jurisdiction
All legal disputes between the parties shall be subject to the jurisdiction of the Courts situated in Delhi, India only.
30. Notice
Any notice, request or consent required or permitted to be given or made pursuant to this contract shall be in writing. Any such notice, request or consent shall be deemed to have been given or made when delivered in person to an authorized representative of the party to whom the communication is addressed, or when sent to such party at the address mentioned in the project specific Agreement.
31. Audit
The Ministries/Departments of Government of India shall be entitled to conduct audits, on the appointed Service Provider (name of the agency) whether by its internal or external auditors, or by agents appointed to act on its behalf and to obtain copies of any audit or review reports and findings made by the said audit Service Provider in conjunction with the Services performed for Government of India. The audit will cover strategy and cost of implementing the communication programmes and value derived thereof. The service provider (name and agency) shall extend full cooperation to the duly appointed auditor.