These Service Terms apply automatically to all work performed by BBM and are incorporated into every quotation, invoice, proposal, statement of work or agreement issued by BBM or accepted by you. By accepting a quotation, signing an agreement, instructing us to begin work or paying an invoice, you agree to them. If a written agreement signed by BBM conflicts with these Service Terms, the signed agreement prevails to the extent of the conflict.
1. Definitions and Order of Precedence
1.1 In these Service Terms:
- “BBM”, “we”, “us” means Nuwan S. Jayawardena, trading as Bad Batch Media, including The Outpost (Outpost by Bad Batch Media) for web development work;
- “Client”, “you” means the person or business that engages BBM, including anyone who accepts a quotation or pays an invoice on its behalf;
- “Services” means the services described in the Quotation or Agreement, which may include social media management, content creation, videography, photography, graphic design and branding, web development and UI/UX, paid advertising management, public relations, workflow automation and AI tool integration;
- “Quotation” means a written quotation, proposal, estimate or statement of work issued by BBM;
- “Agreement” means a written agreement signed by BBM and the Client;
- “Engagement” means the contract formed under clause 2, comprising the Quotation (or Agreement), these Service Terms, and any invoice;
- “Deliverables” means the final outputs BBM agrees to deliver to the Client;
- “Fees” means the amounts payable for the Services;
- “Third-Party Costs” means costs payable to third parties, including advertising spend, hosting, domains, plugins, stock assets, fonts, music, licences, printing, travel and location fees;
- “Pre-existing Materials” means tools, templates, methods, processes, code libraries, software, frameworks, designs and know-how owned or licensed by BBM before or independent of the Engagement;
- “Client Materials” means all materials, data, content, logos, images, music, claims and instructions supplied by or on behalf of the Client; and
- “Business Day” means a day other than a Saturday, Sunday or public holiday in Sri Lanka.
1.2 Order of precedence. If there is a conflict, the following order of priority applies, highest first: (a) an Agreement signed by BBM; (b) the Quotation as accepted; (c) these Service Terms; (d) any invoice. Terms put forward by the Client in a purchase order or otherwise do not apply unless BBM expressly accepts them in writing.
1.3 Headings are for convenience only. “Including” means “including without limitation”. References to writing include email and messages sent through messaging platforms such as WhatsApp.
2. Quotations, Engagement and Acceptance
2.1 A Quotation is valid for 14 days from its date, unless it states otherwise. After that BBM may revise or withdraw it. Prices are based on the scope and assumptions stated in the Quotation.
2.2 The Client accepts a Quotation, and a binding Engagement is formed, when the Client does any of the following:
- signs the Quotation or an Agreement;
- confirms acceptance in writing, including by email or message through WhatsApp or another messaging platform; or
- pays an invoice in whole or in part, including any deposit or advance.
2.3 Under the Electronic Transactions Act No. 19 of 2006, acceptance, signature and records in electronic form are valid and enforceable. The Client agrees that these methods of acceptance bind it.
2.4 No work is guaranteed to start, and no dates are held, until the Engagement is formed and any advance payment under clause 4 has been received.
2.5 The person who accepts on behalf of a business warrants that it has authority to bind that business and, if it lacks authority, is personally liable under the Engagement.
3. Scope and Change Requests
3.1 BBM will provide the Services described in the Quotation or Agreement. The written scope sets out what is included. Anything not expressly included is outside scope.
3.2 Work outside the written scope, including additional deliverables, formats, platforms, versions, languages, locations, shoot days, pages, features, integrations, meetings, reports, rush delivery, and substantial changes of direction after approval, is a change request.
3.3 A change request must be made in writing. BBM will tell the Client whether it can accommodate the change and what extra Fees and time are needed. BBM is not obliged to carry out the change until the Client accepts the revised Fees and timeline in writing (which includes by email or messaging platform).
3.4 If BBM performs out-of-scope work at the Client’s request, even informally or without a prior quote, the Client must pay for it at BBM’s then-current rates or a reasonable rate agreed with the Client, and BBM may invoice it separately.
3.5 BBM may treat repeated informal additions as “scope creep” and, after notice, require that further additions be handled as formal change requests.
3.6 Timelines stated by BBM are estimates unless expressly stated to be fixed. They depend on the Client meeting its responsibilities under clause 7.
4. Fees, Deposits and Payment
4.1 The Fees are those in the Quotation or Agreement. They are in Sri Lankan Rupees (LKR) unless stated otherwise.
4.2 Advance. Unless the Quotation provides otherwise, BBM requires an advance of 50% of the Fees before work begins. For retainers, the first month’s Fees are payable in advance and subsequent months’ Fees are invoiced in advance at the start of each billing period.
4.3 Non-refundable once work begins. The advance is non-refundable once BBM has begun work, because from that point BBM has committed time, resources and capacity that it cannot recover. Where the Client cancels before any work has begun, BBM may retain a reasonable administrative amount which the parties agree is a genuine pre-estimate of loss, not exceeding 10% of the Fees, and will refund the balance of the advance. Nothing in this clause limits BBM’s rights under clause 22.
4.4 Payment of the balance and staged payments. Fees not paid in advance are payable as stated on the invoice, or if no date is stated, within 7 days of the invoice date. For projects, BBM may invoice by milestone.
4.5 No delivery until paid in full. BBM will not release final Deliverables, files, source materials, credentials or access, and no licence in clause 10 takes effect, until all Fees and other sums due for the relevant Services have been paid in full in cleared funds. Previews, drafts and watermarked or low-resolution proofs may be shared before payment for approval purposes only. This clause applies independently of any dispute about quality, taste, goodwill or the Client’s satisfaction, and a good-faith query about one item does not entitle the Client to withhold payment of the undisputed balance.
4.6 Payment method. Payments are to be made in LKR by bank transfer, deposit or another method agreed by BBM, in the name of “Nuwan S. Jayawardena”. BBM is not responsible for payments sent to any other name or account. The Client bears any bank charges, so that BBM receives the full amount invoiced.
4.7 Taxes. The Fees are exclusive of all taxes, duties, levies and withholding deductions, including VAT or any similar tax where applicable. The Client must pay such taxes in addition. If the Client is required by law to withhold any amount, it must pay BBM such additional amount as is needed so BBM receives the full Fees and provide evidence of remittance.
4.8 Price review. For retainers beyond the initial term, BBM may adjust Fees on 30 days’ written notice. If the Client does not agree, it may give notice under clause 22 before the adjusted Fees take effect.
5. Late Payment
5.1 An invoice is overdue if not paid within 7 days after its due date.
5.2 If an invoice is overdue, BBM may charge a one-time late fee of 5% of the outstanding amount. The Client acknowledges that this fee is a genuine pre-estimate of the administrative cost, disruption and cash-flow loss BBM suffers when payments are late, and is not a penalty. It is charged once for each overdue invoice and is separate from any other right under this clause, except that BBM will not recover the same loss twice.
5.3 While any amount is overdue, BBM may, on 3 days’ notice by email or message:
- pause all or part of the Services;
- take down or unpublish content, posts, pages, designs and websites that BBM manages or hosts on behalf of the Client, to the extent BBM controls them and subject to clause 5.5;
- suspend delivery of Deliverables; and
- decline new work or change requests.
5.4 BBM is not liable for any loss, including missed campaigns, traffic or sales, caused by an action taken under clause 5.3. The time of any pause does not reduce Fees for the period (including retainer Fees) and any delay is not a breach by BBM. BBM will resume the Services within a reasonable time after cleared payment.
5.5 BBM will not exercise its rights in clause 5.3(b) in a way that would unlawfully put at risk the health or safety of any person or that would breach a mandatory legal obligation.
5.6 The Client must pay BBM’s reasonable costs of recovering overdue amounts, including collection charges and reasonable legal fees (on a full indemnity basis where the law allows, otherwise on a reasonable basis) incurred in recovery, whether or not court proceedings are started.
5.7 BBM may set off sums the Client owes it against any amount BBM owes the Client.
6. Third-Party Costs and Ad Spend
6.1 Unless the Quotation expressly includes them, Third-Party Costs are not included in the Fees. They are payable by the Client directly to the third party, or reimbursed to BBM (at cost, with a reasonable handling fee of up to 10% where BBM pays in advance and the Client has been told).
6.2 Ad spend. The Client pays advertising platforms (such as Meta, Google, TikTok and LinkedIn) directly for advertising spend, through its own payment method or ad account. BBM’s management fee is separate from, and in addition to, ad spend, and is not calculated as a refund or a share of spend unless the Quotation says so.
6.3 BBM will set up, manage and optimise campaigns with reasonable skill and care within the budget, objectives and approvals the Client provides. The Client controls the budget and may change it with written notice.
6.4 No guarantee. BBM does not guarantee any outcome from advertising or promotion, including reach, impressions, clicks, leads, conversions, sales, cost per result or return on ad spend. Estimates and forecasts are indicative only.
6.5 BBM is not liable for, and the Client accepts the risk of: platform policy rejections or disapprovals of ads; restrictions, suspensions or bans of any ad account, page or profile; changes to platform algorithms, features, pricing or rules; declines in reach, engagement or delivery; click fraud and invalid traffic; and platform outages, errors or billing disputes. BBM will assist reasonably with appeals but cannot guarantee the outcome.
6.6 Ad spend already spent on the platform in accordance with the Client’s approved budget is not refundable by BBM, and a campaign that has delivered impressions or clicks is treated as having delivered its service.
6.7 Where the Client’s ad account or payment instrument fails or is declined, BBM is not responsible for resulting interruption of campaigns.
7. Client Responsibilities and Timely Feedback
7.1 The Client must give BBM in a timely manner and at its own cost everything BBM reasonably needs to perform the Services, including briefs, content, logos, brand guidelines, images, product information, access to accounts and systems, decisions, approvals and payment.
7.2 The Client must nominate one point of contact with authority to give instructions and approvals. BBM may rely on instructions from that person.
7.3 The Client must respond to requests for feedback or approval within the time stated or, if none is stated, within 2 Business Days.
7.4 Tacit approval. For social media content (including posts, captions, stories, reels and scheduled content), if the Client does not respond within 48 hours of BBM submitting the content for approval, the content is deemed approved and BBM may publish it as scheduled. The Client may not later claim that the content was unauthorised, and any request to remove or edit it after publication is a change request.
7.5 For other Deliverables, BBM may treat continued silence for more than 7 days after a reminder as approval of the stage submitted, and may proceed to the next stage.
7.6 Delays. If the Client delays in meeting its responsibilities, the timelines and any delivery dates are extended by at least the period of delay. Such delays do not put BBM in breach. If a delay lasts more than 30 days, BBM may treat the project as paused, reallocate resources, re-quote the remaining work, and charge reasonable remobilisation costs. Fees for completed stages remain payable.
7.7 The Client is responsible for the accuracy and completeness of the information it supplies and for decisions made on the basis of BBM’s work.
8. Revisions
8.1 Unless the Quotation states otherwise, each deliverable piece (for example, a post design, a video edit, a logo concept or a web page layout) includes two rounds of revisions. A “round” is a single consolidated set of feedback.
8.2 Feedback must be consolidated: the Client must send all comments for a round together, from one authorised person, in a single message or document. Piecemeal or conflicting feedback may be treated as separate rounds.
8.3 Revisions mean adjustments to the approved concept. Changing the concept, brief, script, direction or style after approval, or re-doing work because the Client’s own instructions changed, is a change request and billable under clause 3.
8.4 Additional rounds are billed at BBM’s rates or as quoted.
8.5 Unused revisions do not carry over to other pieces, and unused revisions expire when the Engagement ends.
8.6 After the Client approves a piece, or after publication, further changes are chargeable.
9. Content Warranties and Client Indemnity
9.1 The Client warrants and represents that:
- it owns, or has all necessary rights, licences and permissions for, all Client Materials, including logos, trademarks, text, images, video, music, fonts, product names, testimonials and customer data, and for BBM’s use of them as contemplated by the Engagement;
- all claims, statements and offers in the Client Materials and in any content approved by it (including product claims, price claims, comparisons, health claims, results and endorsements) are true, accurate, substantiated and lawful;
- it holds all licences, registrations and approvals needed to carry on its business and advertise its products and services; and
- the Client Materials, and the use of them, do not infringe any third party’s rights or breach any law.
9.2 Regulated industries. If the Client operates in a regulated field, such as health, medical services, pharmaceuticals, finance, insurance, education, real estate, food, alcohol, tobacco or gambling, the Client is solely responsible for ensuring that its content and advertising comply with the laws, regulatory codes and approval requirements that apply, including those of Sri Lankan regulators, and for obtaining any required pre-approval. BBM does not give legal or regulatory advice and does not verify claims. BBM may decline or refuse to publish content that it reasonably believes is unlawful or misleading.
9.3 The Client is responsible for the legal compliance of its business and the claims it advertises, including compliance with consumer protection laws such as the Consumer Affairs Authority Act No. 9 of 2003.
9.4 Client indemnity. The Client will indemnify and hold harmless BBM, and its freelancers, contractors and personnel, against all claims, demands, proceedings, losses, liabilities, damages, penalties, fines, costs and expenses (including reasonable legal fees) arising out of or in connection with:
- any claim by a third party that Client Materials, or the use of them in accordance with the Engagement, infringe their rights or are unlawful;
- any content, claim or statement the Client supplied or approved (including by tacit approval under clause 7.4);
- the Client’s instructions to BBM; or
- the Client’s breach of clause 9.1 or any law.
9.5 This indemnity does not apply to the extent that the loss was caused by BBM’s own fraud or wilful default.
10. Intellectual Property
10.1 BBM retains ownership. As between the parties, BBM (together with its freelancers and licensors) retains all intellectual property rights in the Deliverables and all work created in the Engagement, including copyright under the Intellectual Property Act No. 36 of 2003, until the Client has paid all Fees in full.
10.2 Licence on payment. On full payment, BBM grants the Client a non-exclusive, perpetual, non-transferable (except with the business it relates to) licence to use the final Deliverables for the purpose described in the Quotation or Agreement and in the Client’s own business. The licence does not extend to resale, sublicensing, use by affiliates or other businesses, or use for any other purpose without BBM’s written consent.
10.3 Assignment only if agreed. Ownership of copyright in any Deliverable passes to the Client only if BBM expressly agrees in a signed written document to assign it, which BBM may make subject to an additional fee. Any assignment takes effect only on full payment of all Fees and the assignment fee, is limited to the final approved Deliverable, and excludes the items in clauses 10.4 to 10.7.
10.4 Pre-existing Materials. BBM retains all rights in its Pre-existing Materials, including tools, templates, methods, workflows, automations, code libraries, frameworks, components, prompts, design systems and know-how, and any improvements to them. To the extent that Pre-existing Materials are embedded in a Deliverable, BBM grants the Client a non-exclusive licence to use them as part of the Deliverable only.
10.5 Third-party assets. Stock photographs, stock footage, fonts, music, icons, plugins, templates and other third-party materials used in a Deliverable remain subject to their own licence terms. These licences may be limited in scope, territory or duration and may be non-transferable. The Client is responsible for complying with them and, where the Quotation does not include licence costs, must buy any licence needed for its intended use. BBM will tell the Client where a licence is needed, as far as it is aware.
10.6 Working files not included. Unless expressly agreed in writing, the Deliverables do not include raw footage, unedited photographs, outtakes, project files, layered or working design files, editing timelines, source code (other than as stated in clause 10.8), prompts, or other working files. BBM may agree to supply them for an additional fee.
10.7 Moral rights and credit. The Client will not hold itself out as the author of work in a way that is misleading. BBM and its personnel retain such rights of attribution as the law gives them.
10.8 Web builds. For web development under The Outpost brand, handover of the website code, files and credentials takes place on full payment in accordance with the signed Agreement. Third-party code, themes, frameworks, plugins and open-source components remain under their own licences. Pre-existing Materials and reusable components remain BBM’s property and are licensed to the Client as part of the site. Unless the signed Agreement says otherwise, BBM may reuse generic code, techniques and know-how that do not contain the Client’s confidential information or branding.
10.9 Client Materials. The Client retains ownership of Client Materials and grants BBM a non-exclusive, royalty-free licence to use, reproduce, adapt and publish them as needed to perform the Services and as permitted by clause 11.
10.10 Unauthorised use. If the Client uses a Deliverable before full payment or outside the licence, it is in breach, and BBM may require it to stop, remove the Deliverable and pay a reasonable licence fee for the use.
11. Portfolio and Promotional Rights
11.1 BBM may display and describe the Deliverables, the work done and the results achieved, together with the Client’s name and logo, in its portfolio, on its websites (including badbatchmedia.com and portfolio.badbatchmedia.com), social media channels, case studies, awards entries, presentations and proposals to other prospective clients.
11.2 In publishing results, BBM will not disclose the Client’s confidential financial information (such as revenue figures) without consent, unless the information is already public. BBM may publish engagement and reach figures from the platforms.
11.3 If the Client requires a project to be kept out of BBM’s portfolio and promotion because it is confidential, the Client must request this in writing before work starts. BBM may accept or decline the request at its discretion and may charge a fee to compensate for the loss of promotional value.
11.4 Requests made after work has started or been published are handled under the takedown procedure in Part A, clause 6. BBM will use reasonable efforts to remove content from its own channels, but cannot recall copies already shared, cached or embedded by others.
11.5 This clause continues after the Engagement ends.
12. Production House Terms (Shoots, Videography and Photography)
12.1 Scheduling. Shoot dates, call times and locations are agreed in writing. BBM will plan the shoot on the basis of the Client’s information about the location, subjects and availability. The Client must ensure that the location, subjects and any necessary persons are available and ready at the agreed time.
12.2 Permits and permissions. The Client is responsible for obtaining, at its own cost, all location permits, venue permissions, access, parking, landowner or management consent, and any authority approvals for filming or photography at the locations, unless the Quotation expressly includes them. BBM is not liable for any delay, cancellation or interruption caused by a lack of permits or permissions.
12.3 Releases. The Client is responsible for obtaining written talent, model, employee, customer, minor (through a parent or guardian) and property releases from everyone who appears in, or whose property or premises appear in, the content, in a form that allows BBM and the Client to use the content as intended. If BBM supplies release forms, it may charge a fee for doing so. The Client warrants that the people it asks to appear in content have given the necessary consent. BBM is not liable for claims by persons who appear in content without a proper release arranged by the Client.
12.4 Cancellation and postponement by Client.
- If the Client cancels or reschedules a shoot with less than 48 hours’ notice before the scheduled call time, the Client must pay a cancellation fee equal to 50% of the Fees for the shoot day, which the parties agree is a genuine pre-estimate of the loss BBM suffers from lost booking opportunities and unrecoverable preparation.
- In addition, the Client must pay the full cost of any crew, equipment hire, location, talent, travel and other third-party commitments already made or incurred that cannot be cancelled or recovered, as evidenced by invoices or receipts.
- Rescheduling with 48 hours’ notice or more is free for the first reschedule. Further reschedules may attract a rescheduling fee as quoted.
- Where a shoot is cancelled on the day or the crew has arrived on site, the full shoot-day Fees are payable.
12.5 Weather and conditions. BBM may postpone an outdoor or weather-dependent shoot on safety or quality grounds, including adverse weather, and will offer an alternative date. Postponement by BBM for such reasons carries no cancellation fee. If the Client declines to proceed on an alternative date offered, clause 12.4 applies.
12.6 Overtime. The agreed shoot day is up to 8 hours on location (excluding meal breaks) unless the Quotation says otherwise. Time beyond that is billed at BBM’s overtime rate, as quoted or, if none, at 150% of the pro-rata hourly rate. Overtime caused by delays attributable to the Client, the venue, talent or third parties is chargeable.
12.7 Travel and accommodation. Travel outside the Colombo metropolitan area, accommodation, meals, per diems, transport of equipment and related costs are charged to the Client in addition to the Fees, at cost or as quoted.
12.8 Equipment. BBM’s equipment remains at the Client’s venue at BBM’s risk of ordinary wear. The Client is responsible for loss of or damage to BBM’s or its crew’s equipment caused by the Client, its staff, guests, talent, the venue or any third party at the shoot (other than by BBM’s negligence), and must pay repair or replacement cost, and reasonable hire charges for substitute equipment.
12.9 Talent conduct. Where the Client supplies or engages actors, models, presenters, staff or guests, the Client is responsible for their attendance, punctuality, conduct, preparedness and any fees. BBM may stop a shoot where the conduct of any person is abusive, unsafe or unlawful, and the Client remains liable for the Fees for the day.
12.10 Safety and site risks. The Client must provide a safe site, free from hazards, and must inform BBM in advance of any known risks (including structural, electrical, chemical, animal, crowd, height or water hazards). BBM’s crew may decline to work in unsafe conditions without liability. The Client is responsible for the safety of persons and property at premises under its control, and for any insurance required for the site and event.
12.11 Drones. Any use of drones (unmanned aircraft) is subject to the rules of the Civil Aviation Authority of Sri Lanka, under the Civil Aviation Act and related regulations, and to restrictions on flying near airports, military and security installations, crowds and private property. The Client must arrange all permissions from landowners, venue managers and authorities, unless the Quotation expressly includes them. BBM may decline to fly where it is unsafe, unlawful or not permitted, or where weather is unsuitable, without liability and without reducing the Fees for the shoot day.
12.12 Footage retention. BBM will archive the final Deliverables for 6 months after delivery and may delete archived materials after that period. The Client must keep its own backups of all Deliverables. BBM has no obligation to retain, and is not liable for the loss of, raw footage, project files or Deliverables after that period or after loss by reason of equipment failure, theft, accident, corruption or events beyond its reasonable control. Raw footage and working files are owned by BBM and are not delivered to the Client unless clause 10.6 applies.
12.13 Music and licensing. Music, sound effects and other third-party audio used in videos are subject to clause 10.5. The Client must arrange any public performance, broadcast, platform or commercial licences not included in the Quotation. BBM is not responsible for takedowns, muting, claims or strikes by platforms arising from music or other content supplied by the Client, or music that the Client asks BBM to use.
12.14 Reshoots. A reshoot requested because of a change of mind, change of scope or unavailability of persons or locations is a change request and billable.
13. Photography and Design Specifics
13.1 Colour variation. The Client acknowledges that colour appears differently on different screens, devices, papers, inks and print processes. BBM cannot guarantee exact colour matches between screen and print, between devices, or across materials. Where colour accuracy is critical, the Client must request and approve a physical proof before the full print run.
13.2 Print vendors and proofing. BBM may recommend or coordinate printers, but unless it is otherwise stated, printing is a third-party service. The Client must carefully proofread all text, spelling, names, phone numbers, addresses, prices, dates, QR codes, URLs and legal details in every proof, and approval of a proof confirms that they are correct.
13.3 Errors, typographical mistakes or omissions found after the Client has approved the design or proof are the Client’s responsibility, and the cost of correcting and reprinting is at the Client’s cost. BBM will correct errors that BBM introduced in departure from the approved text, at its own cost.
13.4 Photography. Editing and retouching are included only to the extent stated in the Quotation. BBM selects the final images to be edited and delivered, and the Client may not demand unedited images (see clause 10.6). The number of final images is as quoted. Photography is a creative service, and BBM does not guarantee particular poses, expressions or conditions.
13.5 Branding. Logo and branding work does not include trademark searches, registration or legal clearance. The Client is responsible for checking that a name, logo or slogan is available for use and registration, and BBM does not warrant that any identity is unique or capable of registration.
14. Social Media Management Specifics
14.1 Account access. The Client must give BBM access to its social media accounts, pages, business managers and ad accounts through the platform’s partner, admin or role-based access (such as Meta Business Suite roles), and not by sharing personal passwords. The Client is responsible for maintaining the access, and for keeping its own admin rights.
14.2 Ownership of accounts. The Client owns and remains the account holder of its social media accounts, pages, handles, followers and audiences. BBM does not acquire any interest in them. BBM does not create accounts in BBM’s own name on the Client’s behalf unless the Client agrees, and where it does, it will transfer admin control on request, subject to payment of all Fees.
14.3 Third-party conduct. BBM is not responsible for comments, messages, reviews, tags, trolling, harassment, spam, impersonation, misinformation or other conduct by third parties on or about the Client’s channels. BBM may hide, delete or report offensive comments where it considers this appropriate, but is not obliged to monitor accounts at all hours.
14.4 Security. BBM is not responsible for hacking, account takeover, phishing, platform security failures or loss of access that is not caused by BBM’s negligence. The Client must maintain security on its own accounts, including two-factor authentication.
14.5 Community management. Community management (replying to comments and messages) is limited to the hours and volume stated in the Quotation, or if none is stated, reasonable business hours on Business Days. The Client must provide approved answers on products, prices, availability, complaints and policies. BBM replies in accordance with that information and escalates anything beyond it.
14.6 Crisis and PR statements. Statements on sensitive, controversial, legal, crisis or reputation matters, including responses to complaints, accidents, public controversies, and statements on behalf of the business or its people, require the Client’s prior written approval, and the 48-hour tacit approval in clause 7.4 does not apply to them. BBM may withhold publication of such statements until approved.
14.7 Influencers and creators. Where BBM arranges or manages influencers, creators or brand ambassadors, it acts as the Client’s agent in introducing and coordinating them. The influencer’s fees are Third-Party Costs. BBM is not liable for any influencer’s conduct, statements, content, delivery, performance, timeliness, disclosures or compliance with law or platform rules, nor for results. The influencer’s agreement is between the Client and the influencer, and the Client is responsible for the claims and disclosures that influencers make on its behalf.
14.8 Content gathering. Where content is to be gathered by the Client, the Client must supply it by the agreed dates. Missing content may result in a reduced number of posts without any reduction in Fees.
14.9 Reporting and analytics. Reports rely on data provided by platforms, which may be incomplete or change without notice. BBM is not responsible for the accuracy of platform data.
15. Web Development and Hosting
15.1 Third-party costs. Hosting, domain names, SSL certificates, third-party plugins, themes, licences, email services, payment gateways, APIs, stock assets and similar services are the Client’s cost, unless the Quotation includes them. Where BBM sets them up on the Client’s behalf, the account should be in the Client’s name wherever possible, and BBM may charge a set-up fee.
15.2 Hosting by BBM. If BBM hosts a site or arranges hosting through a third-party provider, hosting is subject to the provider’s terms, and no uptime guarantee is given unless stated in the Quotation. Hosting and maintenance fees are payable in advance and the site may be suspended for non-payment.
15.3 Warranty period. For a period of 2 months from the date of go-live or handover (whichever is earlier), unless the Agreement provides otherwise (“Warranty Period”), BBM will correct, at no extra charge, defects in the website that cause it to fail to perform in accordance with the written scope. This warranty does not cover:
- new features, changes, redesigns or content updates;
- problems caused by third-party plugins, themes, hosting, software updates, or services;
- problems caused by changes made to the website by the Client or anyone other than BBM;
- loss of data, hacking, malware or security incidents after handover;
- compatibility with software or devices outside clause 15.6; or
- any issue that the Client did not report in writing within the Warranty Period.
15.4 No liability for third parties and after handover. BBM is not liable for: third-party plugins, themes, frameworks, APIs or services (including their failure, security flaws, changes, or discontinuation); hosting or server outages; hacking, malware, denial-of-service attacks or security breaches occurring after handover, or occurring because of weak credentials or lack of updates; data loss; content added by the Client or its other contractors; search engine ranking or traffic; or non-compliance of Client content with laws.
15.5 Backups and maintenance. After handover, the Client is responsible for maintaining regular backups, security updates, software updates and licences, unless it has engaged BBM under a written maintenance plan. BBM is not responsible for data loss where there is no backup.
15.6 Browser and device compatibility. Unless the Agreement says otherwise, websites are built to work on the current major versions of Chrome, Safari, Firefox and Edge, and on current mainstream mobile and desktop devices at the date of delivery. Compatibility with older versions or unusual configurations is not included.
15.7 Content and testing. The Client must supply content on time and must test and sign off the website before go-live. Go-live after the Client’s use or request is treated as acceptance, subject to the Warranty Period.
15.8 Client content and compliance. The Client is responsible for the content of its website, including its privacy policy, terms, cookie notices, legal pages, and compliance with law. BBM may offer template legal pages but they are not legal advice and must be reviewed by the Client’s own lawyer.
15.9 Handover and transfer. The handover of code, accounts and credentials takes place under clause 10.8.
15.10 Automation and AI integrations. For workflow automation and AI tool integration, BBM configures tools and services according to the agreed scope. Outputs depend on third-party services and data supplied by the Client. BBM is not responsible for errors, outages, API changes, pricing changes, usage limits, or the accuracy of AI-generated outputs, and the Client must review outputs before relying on them.
16. AI-Assisted Work Disclosure
16.1 Use of AI. The Client acknowledges and agrees that BBM may use artificial intelligence tools in its work, including for ideation, research, drafting, editing, translation, transcription, image and video generation or enhancement, coding assistance, and production, provided that BBM remains responsible for reviewing and delivering the final work.
16.2 No guarantee of copyright. The extent to which works created wholly or partly with AI tools are protected by copyright is uncertain in Sri Lanka and elsewhere. BBM does not warrant or guarantee that any AI-generated or AI-assisted element is capable of copyright protection, is unique or is free of similarity to other works. The Client accepts this risk. BBM’s obligations in clause 10 apply only to the extent that BBM holds rights in the relevant element.
16.3 Prohibition on AI use. If the Client does not want BBM to use AI tools on its project, or wants to restrict them, the Client must say so in writing before work starts. If the Client makes such a request, BBM may decline the engagement, may adjust the Fees and timeline to reflect the additional manual effort, and will comply with any accepted restriction.
16.4 Confidential data. Where the Client marks any material or data as confidential in writing and instructs that it must not be entered into public AI tools, BBM will not knowingly enter that material into public AI tools that retain or train on inputs. BBM may use enterprise or private tools that offer contractual protection against training on inputs. The Client acknowledges that BBM cannot control how third-party tools operate.
16.5 Client’s own AI requests. Where the Client asks BBM to use particular AI tools, the Client is responsible for compliance with those tools’ terms and for any licence costs.
16.6 BBM does not guarantee that AI-assisted output will be accurate, and the Client must review all content (particularly claims, facts, names and numbers) before approval.
17. Confidentiality
17.1 Each party (the “Recipient”) must keep confidential all non-public information of the other (the “Discloser”) that is marked confidential or that a reasonable person would understand to be confidential, including business plans, pricing, strategies, customer data, financial information, unpublished creative work and credentials (“Confidential Information”).
17.2 The Recipient must use Confidential Information only for the purposes of the Engagement and must not disclose it to any person except its employees, freelancers, contractors, advisers and insurers who need to know it and who are bound by confidentiality obligations no less protective than this clause.
17.3 These obligations do not apply to information that: (a) is or becomes public other than through the Recipient’s breach; (b) was lawfully known to the Recipient before disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without use of the Confidential Information.
17.4 The Recipient may disclose Confidential Information where required by law, a court order or a regulator, provided that (where lawful) it gives the Discloser prompt notice and discloses only what is legally required.
17.5 The obligations in this clause continue for 3 years after the Engagement ends, except for trade secrets and personal data, which remain protected for as long as they remain confidential or the law requires.
17.6 The fact that BBM has worked for the Client, and the work itself once published, are not Confidential Information, subject to clause 11.
17.7 Each party must return or delete the other’s Confidential Information on written request after the Engagement ends, except for copies it must keep by law, for backup in the ordinary course, or to evidence its rights.
18. Data Protection in Service Delivery
18.1 Where BBM processes personal data of the Client’s customers, followers, leads or staff on the Client’s behalf in the course of providing the Services (for example, running lead forms, managing messages, building databases or websites that collect data), the Client is the controller and BBM is the processor, within the meaning of the Personal Data Protection Act No. 9 of 2022 (“PDPA”).
18.2 The Client is responsible for ensuring that it has a lawful basis for collecting and processing that data and for BBM’s processing of it, for giving privacy notices and obtaining consents required by law, for the accuracy of the data, and for handling requests from data subjects.
18.3 BBM will: (a) process the personal data only on the Client’s documented instructions and for the purposes of the Services; (b) keep it confidential and ensure that persons authorised to process it are bound by confidentiality; (c) take reasonable security measures; (d) assist the Client, at the Client’s cost, in responding to data subject requests; (e) notify the Client without undue delay on becoming aware of a personal data breach affecting that data; and (f) at the end of the Services, return or delete the data on the Client’s written request, unless the law requires it to be kept.
18.4 The Client authorises BBM to engage sub-processors (including freelancers, platforms, hosting and software providers) and to transfer data outside Sri Lanka where needed to provide the Services, subject to reasonable safeguards, and the Client accepts that platforms such as Meta, Google and TikTok act under their own terms and as independent controllers for some data.
18.5 The Client must not give BBM sensitive personal data unless necessary and agreed in advance.
18.6 Where BBM acts as a controller for its own purposes, Part B applies.
19. Warranties and Disclaimers
19.1 BBM will perform the Services with reasonable skill and care, in a professional manner consistent with the standards of a competent creative and digital agency in Sri Lanka.
19.2 Except as expressly stated in these Service Terms, and to the fullest extent permitted by law, BBM gives no other warranty, condition or representation, express or implied, including as to merchantability, fitness for a particular purpose, non-infringement of third-party rights, or uninterrupted or error-free operation.
19.3 No guarantee of results. BBM does not guarantee, and the Client acknowledges that BBM cannot guarantee, any particular result, including: follower numbers, likes, reach, impressions, views, engagement, leads, enquiries, sales, conversions, revenue, search ranking, website traffic, virality, press coverage, brand recognition, return on investment, or approvals or acceptance by any platform, authority, publisher or third party. Statements about expected performance are opinions or estimates, not promises.
19.4 Creative work is subjective. A Client’s dissatisfaction with a creative choice that meets the approved brief is not a defect, and does not entitle the Client to a refund or to withhold payment.
19.5 The Client acknowledges that it has not relied on any statement outside the Engagement in deciding to engage BBM.
20. Limitation of Liability
20.1 To the maximum extent permitted by the laws of Sri Lanka, BBM’s total aggregate liability to the Client arising out of or in connection with the Engagement, whether in contract, delict (tort), negligence, breach of statutory duty or otherwise, is limited to the Fees actually paid by the Client to BBM for the specific Service that gave rise to the claim.
20.2 To the maximum extent permitted by law, BBM is not liable for any indirect, incidental, special or consequential loss, or for any loss of profit, revenue, sales, business, opportunity, anticipated savings, goodwill, reputation, data or use, however arising, even if BBM has been told of the possibility of such loss.
20.3 Nothing in these Service Terms excludes or limits any liability that cannot lawfully be excluded or limited under the laws of Sri Lanka, including liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence.
20.4 Notification of claims. The Client must notify BBM in writing of any claim or complaint, with reasonable details, within 30 days of becoming aware of the facts giving rise to it (and in any event within 30 days of delivery of the relevant Deliverable for defects visible on delivery). If the Client does not do so, BBM will have no liability for it, to the extent permitted by law. This does not shorten any limitation period that the law does not allow to be shortened.
20.5 The Client acknowledges that the Fees reflect this allocation of risk, and that it has had the opportunity to take legal advice on these terms.
20.6 Where the Client is a consumer and mandatory consumer law (including the Consumer Affairs Authority Act No. 9 of 2003) gives rights that cannot be excluded, those rights are not affected. This clause applies only to the extent permitted by those laws.
20.7 The limitations in this clause apply also to the benefit of BBM’s freelancers, contractors and personnel.
21. Indemnity
21.1 In addition to clause 9.4, the Client will indemnify BBM and its freelancers, contractors and personnel against third-party claims, and resulting losses and reasonable legal costs, arising from: (a) the Client’s breach of these Service Terms; (b) the Client’s use of the Deliverables outside the licence in clause 10 or contrary to law; (c) the Client’s business, products, services, advertising claims and operations; and (d) any act or omission of the Client, its staff, talent, venue or contractors at a shoot or site.
21.2 BBM will notify the Client of any claim in respect of which it seeks an indemnity, will allow the Client to defend the claim at the Client’s cost with counsel acceptable to BBM, and will give reasonable cooperation at the Client’s cost. BBM may take over the defence at the Client’s cost if the Client fails to defend it diligently. The Client must not settle a claim in a way that admits liability by BBM without its prior written consent.
21.3 BBM is not required to indemnify the Client. The Client’s remedies against BBM for defective Services are limited as set out in clauses 19 and 20.
22. Term, Cancellation and Termination
22.1 Projects. A project Engagement starts on acceptance under clause 2 and continues until delivery of the Deliverables and full payment, unless terminated earlier under this clause.
22.2 Retainers. A retainer has the initial term stated in the Quotation or Agreement. After the initial term, it continues on a rolling month-to-month basis until either party ends it by giving at least 30 days’ written notice, expiring on or after the end of the initial term. Fees are payable up to the end of the notice period, and the Client must continue to pay and cooperate during that period.
22.3 Early cancellation of a fixed term. If the Client cancels or ends an Engagement before the end of a fixed term, or gives less than the required notice, the Client must pay the Fees for the remaining period of the fixed term or for the required notice period, whichever is shorter, but not exceeding 2 months’ Fees. The parties agree this is a genuine pre-estimate of BBM’s loss from committed capacity, reserved resources and lost opportunity to take other work, and is not a penalty. BBM will not be required to prove its loss, but will take reasonable steps to mitigate where practicable.
22.4 Termination by BBM. BBM may suspend or terminate the Engagement immediately by written notice if:
- the Client fails to pay any amount within 7 days after it is overdue, or after notice of non-payment;
- the Client or its representatives abuse, harass, threaten or discriminate against BBM, its staff, freelancers or contractors;
- the Client instructs BBM to do something unlawful, deceptive, unsafe or in breach of platform rules or professional ethics;
- the Client engages in conduct that damages or is likely to damage BBM’s brand or reputation;
- the Client commits a material breach and, where it can be remedied, fails to remedy it within 7 days of notice; or
- the Client becomes insolvent, enters liquidation or has ceased to carry on business.
22.5 Termination by Client for BBM’s breach. The Client may terminate by written notice if BBM commits a material breach that is not remedied within 14 days of written notice that specifies the breach. In that case, the Client pays for Services performed and Third-Party Costs incurred until termination, and the early cancellation payment in clause 22.3 does not apply.
22.6 Consequences. On termination or expiry:
- all unpaid Fees, and all Fees for work performed or committed, become immediately due and payable;
- BBM will hand over only Deliverables that have been paid for in full and are complete, and clause 4.5 continues to apply;
- work in progress is delivered only if the Client pays for it, at a fair proportion of the Fees for the stage reached or as agreed;
- the Client must return or stop using any BBM materials not licensed to it;
- the Client must remove BBM’s administrative access to its accounts in an orderly manner, and BBM will cooperate in a reasonable handover of access at the Client’s cost;
- any advance paid remains non-refundable under clause 4.3, to the extent of work done or capacity committed; and
- accrued rights and the clauses expressed to survive, continue.
22.7 Termination does not affect any right or remedy accrued before it.
23. Non-Solicitation
23.1 During the Engagement and for 12 months after it ends, the Client must not, directly or indirectly, hire, engage or contract (whether as an employee, freelancer, consultant or otherwise) any freelancer, designer, editor, developer, videographer, photographer, crew member or other personnel whom BBM has introduced to the Client or who has worked on the Client’s project, without BBM’s prior written consent.
23.2 If the Client does so, it must pay BBM a placement fee equal to 3 months’ of the total fees that the individual would be paid by the Client in the first year, or if that cannot be determined, LKR 250,000 per person. The parties agree that this is a genuine pre-estimate of BBM’s loss of the cost of recruiting, training and replacing the person and the loss of its working relationship with that person.
23.3 This clause does not prevent general recruitment advertisements that are not targeted at BBM’s personnel, or hiring of a person who has had no contact with the Engagement, or a person who approaches the Client in response to such an advertisement.
23.4 No restriction on BBM. This clause is a non-solicitation clause and is not a non-compete. Nothing in these Service Terms restricts BBM from providing services to any other person, including competitors of the Client, and BBM expressly retains that right, subject to its confidentiality obligations in clause 17.
24. Subcontractors and Freelancers
24.1 BBM may use freelancers, subcontractors, consultants and specialists (including designers, video editors, developers, photographers, videographers, voice artists, and other creative and technical personnel) to perform all or part of the Services, without needing the Client’s consent.
24.2 BBM remains responsible for managing them and for the quality of the Services as set out in these Service Terms, and BBM’s liability for them is subject to clause 20.
24.3 BBM will ensure that subcontractors who have access to the Client’s Confidential Information are bound by confidentiality obligations no less protective than clause 17.
24.4 Subcontractors are not employees or agents of the Client, and the Client must not give them direct instructions or take on responsibilities for managing them, other than through BBM.
25. Force Majeure
25.1 BBM is not liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disaster, flood, storm, fire, epidemic or pandemic, war, terrorism, civil unrest, strikes, government action, curfew or travel restrictions, power cuts, fuel or transport shortages, internet or telecommunications failure, failure of platforms, hosting or other third-party services, cyber-attack, theft, serious illness or injury of BBM’s personnel, or the unavailability of key personnel or equipment.
25.2 BBM will notify the Client as soon as reasonably practicable and make reasonable efforts to resume performance. Time for performance is extended by the period of the event.
25.3 If the event continues for more than 60 days, either party may terminate the affected Services by written notice, and the Client must pay for Services performed and costs incurred up to termination.
25.4 A force majeure event does not excuse the Client from paying amounts that are due.
26. Testimonials, Case Studies and Reviews
26.1 The Client consents to BBM using, quoting and publishing feedback, comments, ratings and reviews that the Client gives about BBM or the Services, including in testimonials, case studies, social media and proposals, and to identify the Client and the individual by name and position.
26.2 BBM will not materially alter the meaning of a testimonial. It may edit for length and clarity.
26.3 The Client may withdraw consent to future publication of an identified testimonial by written request, and BBM will remove it from its own channels within a reasonable time, subject to clause 11.4.
26.4 The Client must not publish reviews or statements about BBM that it knows to be false or misleading. Nothing in this clause prevents the Client from giving honest feedback.
27. Notices
27.1 Notices under these Service Terms must be in writing. Notice by email is valid. A notice to BBM must be sent to connect@badbatchmedia.com. A notice to the Client may be sent to the email address in the Quotation, Agreement or last correspondence, or to the Client’s registered or business address.
27.2 An emailed notice is treated as received on the next Business Day after it is sent, unless the sender receives an automated message that it was not delivered. Notices by post or hand are received on delivery.
27.3 The parties agree that, under the Electronic Transactions Act No. 19 of 2006, notices and communications in electronic form satisfy any legal requirement for writing.
27.4 Day-to-day project communications may take place by messaging platforms such as WhatsApp, but formal notices under clauses 22, 28 and 29 must be sent by email.
27.5 A party must notify the other of any change of its notice details.
28. Dispute Resolution
28.1 Negotiation. If a dispute arises out of or in connection with the Engagement, the party raising it must give written notice describing it, and the parties will try in good faith to resolve it by negotiation for 14 days from the notice.
28.2 Mediation. If the dispute is not resolved, the parties may agree to refer it to mediation by a mediator agreed between them, or in default of agreement, by a mediator appointed under applicable mediation arrangements in Sri Lanka. Mediation is optional, and unless both parties agree to mediate, neither party is required to do so. The costs of mediation are shared equally unless otherwise agreed.
28.3 Courts. If the dispute is not resolved by negotiation or agreed mediation within 30 days after the notice in clause 28.1, the courts of Sri Lanka sitting in Colombo have exclusive jurisdiction. The parties submit to that jurisdiction. The parties may agree in writing to arbitration under the Arbitration Act No. 11 of 1995, in which case the arbitration will be seated in Colombo, in English, before a sole arbitrator.
28.4 Urgent relief and recovery. Nothing prevents BBM from at any time applying to a court for urgent injunctive or interim relief to protect its intellectual property, Confidential Information or other rights, or from bringing an action to recover unpaid Fees and related amounts, without first going through clauses 28.1 and 28.2. The notice period in clause 28.1 does not delay a claim where limitation (prescription) would otherwise run out.
28.5 Governing law. The Engagement is governed by the laws of the Democratic Socialist Republic of Sri Lanka, including the general law of contract applicable in Sri Lanka.
28.6 The parties will continue to perform their obligations that are not in dispute while the dispute is being resolved, including payment of undisputed amounts.
29. General
29.1 Entire agreement. The Engagement, comprising the documents in clause 1.2, is the entire agreement between the parties about its subject matter and replaces all earlier proposals, discussions, representations and understandings. Each party confirms that it has not relied on any statement not set out in it, except for fraudulent statements.
29.2 Variation. These Service Terms and the Engagement may only be varied in writing by agreement of both parties (which includes email confirmation), except that BBM may update these Service Terms for future Engagements and for the continuing retainers on 30 days’ written notice, and the Client may end a retainer under clause 22.2 before the update takes effect if it does not agree.
29.3 Assignment. The Client may not assign, transfer, subcontract or otherwise deal with any of its rights or obligations under the Engagement without BBM’s prior written consent. BBM may assign or transfer its rights and obligations, including its right to payment, to a successor to its business or to a person to whom it assigns its receivables.
29.4 Waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is effective only if it is in writing and signed or sent by the waiving party, and applies only to the specific instance.
29.5 Severability. If any provision (or part of one) is held invalid, illegal or unenforceable, it will be enforced to the maximum extent permitted or, if that is not possible, severed, and the rest of the Engagement will continue in force. The parties will replace the severed provision with a valid one that is as close to the intention as possible.
29.6 No partnership or agency. Nothing in the Engagement creates a partnership, joint venture, employment or agency relationship between the parties, except as stated in clause 14.7, and neither party may bind the other.
29.7 Survival. Clauses 4, 5, 6, 9, 10, 11, 16, 17, 18, 19, 20, 21, 22.6, 23, 26, 27, 28 and 29, and any other provision that by its nature is intended to continue, survive the end of the Engagement.
29.8 Counterparts and electronic signature. An Agreement may be signed in counterparts and by electronic signature, and each counterpart is an original. Under the Electronic Transactions Act No. 19 of 2006, electronic signatures and electronically stored records are valid and enforceable.
29.9 Language. These Service Terms are in English, and the English version prevails over any translation.
29.10 Third-party rights. No one other than the parties (and, for the benefit provisions in clauses 9, 20 and 21, BBM’s freelancers, contractors and personnel) has any right to enforce the Engagement.
29.11 Reasonableness. The parties acknowledge that these Service Terms have been made available to the Client before it accepted the Quotation, that the Client has had the chance to read them and take independent legal advice, and that they are reasonable in all the circumstances. The parties intend each clause to operate to the greatest extent the law allows.
29.12 Changes to these Service Terms. BBM may update these Service Terms from time to time. The version published on badbatchmedia.com on the date a Quotation is accepted applies to that Engagement, and updates take effect for retainers as stated in clause 29.2.
