Artisan Media – Terms/ Conditions
Artisan Media supplies a wide range of digital marketing services. Some of the Terms and Conditions herein vary according to the Service specified in the Sales Order. Specific clauses may be specified in the Sales Order; specific arrangements in Sales Orders prevail in General Terms and Conditions.
These terms and conditions are made in English, the English version shall be the legally binding one around the globe.
- Interpretation
1.1. In these Terms and Conditions the following definitions apply:
“Artisan Media” means Artisan Media or any of its subsidiaries providing Artisan Media-related products and services, in specific:
a) Artisan Media (Registered in Turkey)
b) Artisan Group (Registered in Turkey)
“Client” means the individual or company to whom the invoice is addressed;
“Sales Order” means the order form completed and signed by the Client; this Sales Order may refer to supporting documentation providing detail and scope for the project;
“Purchase Price” means the price for the Service as detailed in the Sales Order;
“Service” means the goods or services specified in the Sales Order;
“Software” means platforms and technologies used to provide the Service by Artisan Media;
“First Line Support” means initial analysis and fault logging;
“Support Time” means the time spent assisting the Client with issues related to the Project outside the scope of the Sales Order, or following project sign-off. It includes administration time related to the issue, including but not limited to the time taken to log details of telephone calls;
“Confidential Information” for each party the terms of this Agreement and all information and/or data belonging to or relating to that party, its associates, its or their businesses, activities, affairs, products, services, suppliers, Clients or prospective Clients disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by that party, its representatives or advisers, to the other party, its representatives or advisers whether before, on or after the date of this Agreement;
“Deliverable” means a set of goods or services that may be delivered at one time, for example: a design draft, a media plan, a strategy document, 3rd party media buys, a consultation meeting, a development project, or other electronic content;
“Event” means a Service delivered on a particular date, for example: a training course, a hospitality event, a speaker delivering a presentation, or a series of presentations;
“Business Day” means any day that is not a Saturday, Sunday, or a bank or public holiday;
1.2. In these Terms & Conditions (except where the context otherwise requires):
1.2.1. the clause headings are included for convenience only and shall not affect the interpretation of these Terms & Conditions;
1.2.2. use of the singular includes the plural and vice versa;
1.2.3. use of any gender includes the other genders;
1.2.4. any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organizations, governments, states, foundations, and trusts (in each whether or not having separate legal personality);
1.2.5. any phrase introduced by the terms “including,” “include,” “in particular,” “such as,” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- Application of Terms and Conditions
2.1. These Terms & Conditions shall apply to and be incorporated into the contract for the sale of the Service or Services detailed in the Sales Order and provided by Artisan Media to the Client.
2.2. The Sales Order constitutes an offer by the Client to purchase the Services specified in the Sales Order on these Terms & Conditions. A binding contract will only come into existence upon Artisan Media issuing a written confirmation of acceptance of the Sales Order.
2.3. These Terms & Conditions shall prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order, confirmation of order, or implied by law, trade custom, practice, or course of dealing.
- Purchase Price and Payment Terms
3.1. The Purchase Price shall be as specified in the Sales Order. Any variation to the Purchase Price will only be valid if agreed in writing by both Artisan Media and the Client.
3.2. The Purchase Price is exclusive of value-added tax (VAT) or other applicable taxes unless otherwise stated. The Client shall be responsible for paying any VAT or applicable taxes on the Purchase Price.
3.3. Unless otherwise agreed, payment shall be due within 30 days of the date of invoice issued by Artisan Media.
3.4. Late payments may incur interest at the rate of 2% per month above the prevailing base rate of the Bank of Thailand, calculated daily from the date the payment becomes due until the date of payment in full.
- Obligations of the Client
4.1. The Client shall:
4.1.1. Co-operate with Artisan Media in all matters relating to the provision of the Service;
4.1.2. Provide Artisan Media with any information and materials as required for the delivery of the Service and ensure that such information is accurate and complete;
4.1.3. Comply with any additional responsibilities set out in the Sales Order or these Terms & Conditions.
4.2. If the Client fails to comply with the above obligations, Artisan Media shall not be liable for any delay or failure to deliver the Service as agreed.
- Intellectual Property Rights
5.1. Unless expressly agreed in writing, all intellectual property rights arising from or relating to the provision of the Service shall remain the property of Artisan Media.
5.2. The Client is granted a non-exclusive, non-transferable license to use the Deliverables for the purposes specified in the Sales Order.
5.3. The Client shall not reproduce, modify, adapt, or distribute the Deliverables without the prior written consent of Artisan Media.
- Limitation of Liability
6.1. Artisan Media’s liability for any claim under these Terms & Conditions, whether arising in contract, tort (including negligence), or otherwise, shall be limited to the Purchase Price paid by the Client for the relevant Service.
6.2. Artisan Media shall not be liable for any indirect, special, or consequential loss or damage arising out of or in connection with the provision of the Service.
6.3. Nothing in these Terms & Conditions shall exclude or limit Artisan Media’s liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.
- Confidentiality
7.1. Each party agrees to treat as confidential all information received from the other party which is designated as confidential or which is by its nature confidential.
7.2. Neither party shall disclose any Confidential Information to any third party without the prior written consent of the other party.
7.3. The obligations of confidentiality shall not apply to information which:
7.3.1. Is in the public domain other than by breach of these Terms & Conditions;
7.3.2. Is obtained from a third party lawfully entitled to disclose it;
7.3.3. Is required to be disclosed by law or regulatory authority.
- Termination
8.1. Either party may terminate the agreement immediately by giving written notice if the other party:
8.1.1. Commits a material breach of these Terms & Conditions and fails to remedy such breach within 30 days of being notified;
8.1.2. Becomes insolvent, enters into liquidation, or ceases trading.
8.2. Upon termination, the Client shall pay for all Services provided up to the date of termination, including any expenses incurred by Artisan Media
- Governing Law
9.1. These Terms & Conditions and any disputes arising under them shall be governed by and construed by the laws of Turkey.
9.2. The parties submit to the exclusive jurisdiction of the courts of Turkey.
- Force Majeure
10.1. Neither party shall be liable for any delay or failure to perform its obligations under these Terms & Conditions due to events, circumstances, or causes beyond its reasonable control (a “Force Majeure Event”). These include, but are not limited to, acts of God, war, terrorism, riots, fire, natural disasters, pandemics, government-imposed restrictions, strikes, or labor disputes.
10.2. The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event and shall use all reasonable endeavors to mitigate the impact of such event on its obligations.
10.3. If the Force Majeure Event continues for a period exceeding 30 days, either party may terminate the agreement by providing written notice to the other party.
- Data Protection
11.1. Both parties agree to comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) if applicable, and the Personal Data Protection Act (PDPA) of Thailand.
11.2. Artisan Media may collect, process, and store personal data of the Client as required to provide the agreed Services. The Client consents to such processing as outlined in Artisan Media’s privacy policy.
11.3. Artisan Media shall take reasonable precautions to safeguard the confidentiality and integrity of any personal data processed on behalf of the Client.
11.4. The Client warrants that any personal data provided to Artisan Media is accurate, complete, and legally obtained.
- Amendments and Variations
12.1. No amendment, variation, or addition to these Terms & Conditions shall be valid unless agreed in writing and signed by authorized representatives of both parties.
12.2. Artisan Media reserves the right to update these Terms & Conditions periodically, subject to providing the Client with prior written notice of at least 30 days. Continued use of the Services after such notice will be deemed acceptance of the revised Terms & Conditions.
- Notices
13.1. Any notice required or permitted to be given under these Terms & Conditions shall be in writing and shall be delivered by hand, email, or sent by registered post to the address specified in the Sales Order or such other address as either party may designate in writing.
13.2. Notices sent by registered post shall be deemed received three (3) business days after dispatch. Notices sent by email shall be deemed received upon successful transmission unless the sender receives a failed delivery notification.
- Severability
14.1. If any provision of these Terms & Conditions is found to be invalid, illegal, or unenforceable by a court or other competent authority, such provision shall be deemed deleted, and the remaining provisions shall continue in full force and effect.
14.2. The parties shall negotiate in good faith to agree on a replacement provision that is valid and enforceable and achieves, to the greatest extent possible, the intended commercial purpose of the original provision.
- Entire Agreement
15.1. These Terms & Conditions, together with the Sales Order, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and arrangements, whether written or oral, relating to the subject matter.
15.2. Each party acknowledges that it has not relied on any statement, promise, or representation made or given by or on behalf of the other party that is not set out in these Terms & Conditions.
- Assignment
16.1. The Client shall not assign, transfer, or sub-contract its rights or obligations under these Terms & Conditions without the prior written consent of Artisan Media.
16.2. Artisan Media may assign or transfer its rights or obligations to any affiliate or third party, provided that such assignment does not materially affect the Client’s rights under the agreement.
- Dispute Resolution
17.1. In the event of any dispute arising under or in connection with these Terms & Conditions, the parties shall first attempt to resolve the dispute amicably through good faith negotiations.
17.2. If the dispute cannot be resolved within 30 days, either party may refer the matter to mediation, to be conducted by a mutually agreed mediator.
17.3. If mediation fails, the dispute shall be finally resolved by the courts of Thailand, which shall have exclusive jurisdiction.
- Intellectual Property
18.1. All intellectual property rights arising from the Services provided under this agreement, including but not limited to designs, graphics, templates, and marketing content, shall remain the sole property of Artisan Media unless otherwise agreed in writing.
18.2. The Client is granted a non-exclusive, non-transferable license to use the deliverables provided by Artisan Media for the purposes outlined in the Sales Order.
18.3. The Client shall not reproduce, distribute, or use Artisan Media’s deliverables for any purpose not explicitly agreed upon in this agreement without prior written consent.
- Confidentiality
19.1. Both parties agree to treat all information shared during the term of this agreement as strictly confidential and shall not disclose such information to any third party without prior written consent, except where required by law.
19.2. Artisan Media shall ensure that its employees, subcontractors, and agents are bound by confidentiality obligations equivalent to those outlined in this agreement.
19.3. This confidentiality obligation shall survive the termination of this agreement for three (3) years.
- Limitation of Liability
20.1. Artisan Media shall not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of profit, revenue, or business opportunities, arising from the provision of Services under this agreement.
20.2. Artisan Media’s total liability for any claim arising under this agreement, whether in contract, tort, or otherwise, shall be limited to the total fees paid by the Client under the Sales Order.
- Non-Solicitation
21.1. During the term of this agreement and for twelve (12) months thereafter, the Client agrees not to solicit or hire any employee, contractor, or agent of Artisan Media involved in the delivery of the Services without prior written consent.
21.2. Breach of this clause shall entitle Artisan Media to claim damages equivalent to one year’s remuneration of the individual concerned.
- Governing Law
22.1. These Terms & Conditions shall be governed by and construed by the laws of Turkey.
22.2. Any disputes arising from or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of Turkey.
