Contract between:
CLIENT: (Client’s Company Name provided above) & address, with the Company Registration Number: (provided above) and EU VAT number: (if applicable provided above), referred to hereinafter as CLIENT, represented by (provided above) - Title,
and
SERVICE PROVIDER: FLIXEL spółka z ograniczoną odpowiedzialnością, ul. Mglista 19A, 43-300 Bielsko-Biała, NIP: PL5472257832, REGON: 543815339, registered in the District Court for Bielsko-Biała, VIII Commercial Division of the National Court Register under entry No. KRS 0001219640, with a Share Capital of: 5,000 PLN, referred to hereinafter as SERVICE PROVIDER, represented by Emilia Rduch – the CEO of FLIXEL sp. z o.o.
SERVICE PROVIDER and CLIENT may hereinafter be referred to jointly as the Parties.
1. Service
CLIENT commissions SERVICE PROVIDER to deliver the following services (the Service(s)):
- video production and/or editing,
- content production and/or editing,
- video / content publishing,
2. CLIENT shall provide necessary input materials (e.g. video files) needed to deliver the Services.
2. Scope of Service, Price and Payment Terms
1. The Services shall be delivered in orders. The Parties can specify order details, including scope of service, pricing and payment terms in the document form, including email.
2. SERVICE PROVIDER shall charge the CLIENT a fixed price per order as agreed by the Parties.
3. CLIENT may submit a Change Request to modify the scope of Service for an agreed order. If feasible, SERVICE PROVIDER shall assess the impact on pricing and timeline; such changes shall only be implemented upon the CLIENT's approval of the revised terms.
4. CLIENT’s account shall be cleared after closing the execution of the order as specified in 2.1 above. An order shall be considered completed upon the delivery of the ordered service work to the CLIENT.
5. Payments shall be due within 7 days from the invoice date.
6. CLIENT shall bear all costs of money transfers under this Contract, except for fees charged by SERVICE PROVIDER’s bank.
7. The Parties may jointly agree for CLIENT to execute their payments in other currencies.
8. Each party shall bear the taxes imposed in its respective country in connection with this Agreement.
3. Intellectual Property / Copyrights
1. With reservations expressed hereinbelow, if SERVICE PROVIDER creates any deliverables protected by copyrights, CLIENT shall have sole, perpetual and exclusive property of such deliverables delivered, accepted, and paid for under this Contract, subject to the reservations below.
2.CLIENT warrants that they hold all necessary legal titles to the materials they submit for processing and/or approve when delivered and CLIENT grants the SERVICE PROVIDER a non-exclusive, royalty-free license to use, process, and modify the provided materials to the extent necessary to execute this Contract.
3. CLIENT permits SERVICE PROVIDER to feature their Service contributions and to use CLIENT’s name, logo(s), testimonials, and sample videos in SERVICE PROVIDER’s marketing materials and channels.
4. SERVICE PROVIDER may use Open Source solutions, which CLIENT shall use under their respective licenses.
5. SERVICE PROVIDER may use Commercially Licensed solutions to deliver the Service and/or create deliverables, provided the licenses permit such use. If need be CLIENT shall hold or be granted appropriate licenses from the rights holders. Any licensing costs to be borne by CLIENT require their prior approval.
4. Non-Disclosure
1. SERVICE PROVIDER agrees that any information or documentation received from CLIENT during the execution of this Contract, which concerns the personal, financial or other affairs of the CLIENT (“Confidential Information”), will be treated by SERVICE PROVIDER in full confidence and will not be disclosed to any third party.
2. Upon request of the CLIENT, SERVICE PROVIDER shall promptly return or destroy the originals or copies of all documents containing Confidential Information then in the possession or control of SERVICE PROVIDER (including all electronically stored copies).
3. The confidentiality obligation shall not apply to information that is required to be disclosed by mandatory provisions of law, in particular at the request of authorized state administration bodies, including tax authorities during a tax or customs audit.
5. Termination of Collaboration
1. Each Party shall be free to terminate the collaboration at a month’s notice. Termination does not affect CLIENT’s rights under Section 3 or SERVICE PROVIDER’s right to payment for services rendered.
6. Governing Law and Jurisdiction, Severability, Changes to the Contract
1. This Agreement is governed by the laws of CLIENT’S country, with courts of CLIENT’S city having jurisdiction.
2. If any provision is invalid or unenforceable, it shall be omitted, and the Parties shall replace it with a valid provision reflecting the Agreement’s intent.
3. With reservations in Section 2 above, changes to this Contract shall be executed in writing otherwise being null and void.
Appendix No 1 - CLIENT’S STATEMENT
1. Anti-Money Laundering (AML) & Sanctions Compliance. CLIENT represents that it and its beneficial owners have not been placed on any international Sanction Lists (including UN Resolutions 1267/1989/2253 and 1988) or EU lists of financially sanctioned entities. CLIENT warrants it is not subject to any economic sanctions, trade embargoes, or prohibited transaction measures under applicable laws. The individual acting for CLIENT confirms this status has been verified and is compliant with all relevant AML laws as of the date of this Contract.
2. Non-Cooperation with Russian and Belarusian Entities. Due to the conflict between Russia and Ukraine, CLIENT confirms compliance with all applicable sanctions against Russia and Belarus. CLIENT declares it does not, and will not, cooperate with any entity subject to these sanctions. Neither CLIENT, its directors, nor its beneficial owners are currently under any such sanctions.
3. Declaration Regarding Tax Havens. CLIENT confirms its registered office is not located in any "non-cooperative jurisdiction for tax purposes" (tax haven), as defined by the European Parliament, the Council (including Directive EU 2015/849), and the EU list of non-cooperative jurisdictions.
4. Notification of Change. This declaration remains valid indefinitely. In the event of any changes to this status, CLIENT undertakes to inform the SERVICE PROVIDER immediately via email (to: contact@flixel.co) no later than within 5 business days of the change.
5. This Statement has been duly executed by CLIENT and shall be effective as of the effective date of the Contract to which it is attached as an Annex.
Appendix No 2 - Statement of Work - Scope of Service, Pricing & Payment Terms
1 CLIENT commissions SERVICE PROVIDER and the latter undertakes to deliver the following Service order(s):
Service order specification:
(a) Order scope: 30 short form videos
(b) Order price: $2,200
(d) Other order terms: the above is a recurrent monthly order
CLIENT acknowledges and accepts the Service Provider’s Privacy Policy available at https://flixel.co/privacy.
Client Company Representative Signature: