In this Statement of Work, capitalised words and expressions have the meaning set out in the Terms and Conditions, unless otherwise provided in these special conditions.
The Client acknowledges and agrees that the following terms apply to the Agreement:
1.1 The Fees payable by the Client under this Statement of Work are payable every calendar month during the term of this agreement and in accordance with the Recurring Payment Authorisation.
a. Mr Yum requires payment of the first month in advance due and payable upon the Client entering into this Agreement, with subsequent payments due and payable by the 20th of each subsequent calendar month during the term of this Agreement.
1.2 Mr Yum may immediately suspend its Services to the Client if the Client fails to pay the amount required to be paid to Mr Yum in accordance with this Agreement, these Special Conditions, the Recurring Payment Authorisation and/or the Terms and Conditions.
1.3 The Client acknowledges and agrees that the Fees has been calculated based on Mr Yum’s understanding of the scope of Services required at the time this Statement of Work is prepared, and that the Client has the sole responsibility of informing Mr Yum of all the necessary details and specifications of the scope of Services prior to the parties entering into the Agreement.
1.4 Mr Yum reserves the right to change the Fees payable by the Client under this Statement of Work at any time at Mr Yum’s sole and absolute discretion by written notice to the Client.
2. NECESSARY INFORMATION
2.1 The Client must ensure all information, including, but not limited to, instructions, briefs, documents, materials, logos, artwork, designs, images, files, fonts, diagrams/maps and any brand style guidelines, which are necessary for Mr Yum to provide the Services (Necessary Information) must be provided to Mr Yum in a timely manner and/or within the timeframe that may be requested by Mr Yum from time to time.
2.2 Mr Yum reserve the right to charge additional Fees by written notice if:
(a) the Client fails to provide all the Necessary Information, supply the Necessary Information in a timely manner and/or within the requested timeframe, and/or supply the Necessary Information in the appropriate format;
(b) there is a change of the scope of Services required by the Client determined by Mr Yum at its sole and absolute discretion upon review of the Necessary Information provided by the Client;
(c) Client requested additional design concepts / alterations; and/or
(d) Client requested changes to the Deliverables after final approval has been requested and/or provided.
3. MINIMUM TERM
3.1 The Client acknowledges and agrees that by signing this Statement of Work it is committing to a minimum number of consecutive months of Services as set out in the Statement of Work, starting from the Commencement Date (Minimum Term).
3.2 If the Client terminates this Agreement prior to the expiry of the Minimum Term for any reason other than the one contemplated by the following subsection 3.3, the full Fees of the Services for the entire Minimum Term will become immediately due and payable to Mr Yum.
3.3 If the Client terminates this Agreement during the Minimum Term for a breach by Mr Yum of its obligations under the Agreement, the Client will not be required to pay the fees for the period relevant to such breach, which will be calculated based on the number of days from the beginning of the breach by Mr Yum until the day such breach was rectified.
3.4 Mr Yum may terminate this Agreement during the Minimum Term:
(a) if the Client breached its obligations under this Agreement, these Special Conditions or the Terms and Conditions, including, but not limited to, failing to provide the Necessary Information to Mr Yum; and/or
(b) for any reason by which Mr Yum has determined that Mr Yum can no longer provide the Services to the Client, for example, due to a complete breakdown of relationship, confidence or trust between the parties;
in which case the full Fees of the Services for the entire Minimum Term will become immediately due and payable to Mr Yum.
3.5 During any other period following the expiry of the Minimum Term, the Client may only terminate this Agreement for convenience by providing 30 days written notice to Mr Yum.
4. MR YUM’S RIGHT TO CHANGE DELIVERY SCHEDULE
4.1 Mr Yum reserves the right to extend or modify any delivery schedule or deadline for the Services at Mr Yum’s sole and absolute discretion by giving the Client written notice without any penalty, claim and/or liability to Mr Yum.
4.2 For the avoidance of any doubt, any such change of timing or deadline for delivering the Services by Mr Yum does not constitute a breach of its obligations under this Agreement, these Special Conditions or the Terms and Conditions by Mr Yum.
5.1 The Client is responsible for reviewing the final iteration of the Deliverables or proofs, and notifying Mr Yum of any errors.
5.2 Mr Yum shall not be responsible for any errors in the final Deliverables sent to the Client.
6.1 Mr Yum may from time to time request the Client to provide approval for the Deliverables and/or Services provided by Mr Yum.
6.2 The Client must notify Mr Yum in writing whether the Client provides the relevant approval.
6.3 The Client is deemed to have provided the relevant approval and therefore the relevant Deliverables and/or Services are deemed to be complete and no further work is required from Mr Yum for such Deliverables and/or Services, if Mr Yum does not receive a written response from the Client within five (5) business days of any request from Mr Yum.