Terms and Conditions

Picnic Arts Media

1. Payment Terms
   Unless otherwise expressly agreed by the parties in writing, the Client shall pay an initial amount
   equal to fifty percent (50%) of the total project value no later than thirty (30) calendar days prior to the scheduled commencement of production.
   The remaining fifty percent (50%) shall be paid upon completion of the production and, in any event, within the same calendar month in which the production is completed.
2. Purpose
   These General Terms and Conditions govern the provision of services offered by Picnic Arts Media
   («Picnic») to its clients in connection with out-of-home (OOH) advertising projects, mural production and installation, artistic interventions, brand activations, audiovisual production, photography, videography, design, social media content creation, and other related services.
3. Scope of Services
   Each project shall be carried out in accordance with the applicable commercial proposal, quotation, purchase order, Insertion Order («IO»), Statement of Work («SOW»), or any other agreement executed by both parties, which shall define the specific scope of the Services.
   Any additional work requested by the Client that is not expressly included in such documents may
   result in additional fees and adjustments to the project schedule.
4. Project Modifications
   Any modifications requested by the Client must be submitted in writing. Once the design, project
   schedule, or production has been approved, any requested modifications shall be subject to Picnic’s review and prior written approval. Such modifications shall only become effective upon Picnic’s approval and may result in adjustments to the project budget, delivery schedule, or both.
5. Project Schedule
   Installation, production, and delivery dates are estimates only and may be modified due to
   circumstances beyond Picnic’s reasonable control, including, without limitation:
   Weather conditions; Delays in obtaining permits or governmental authorizations; Governmental restrictions; Venue or site availability; Delays attributable to the Client or third parties; and Force majeure events.
   In such cases, Picnic shall promptly notify the Client, and the parties shall mutually agree on a revised project schedule.
6. Client Obligations
   The Client shall be responsible for timely providing all information, materials, final artwork, approvals, permits, site access, and authorizations necessary for the proper execution of the project.
   Any delay resulting from the Client’s failure to provide the foregoing may require adjustments to the originally agreed project schedule.
7. Intellectual Property
   All intellectual property rights belonging to the Client with respect to its trademarks, logos, advertising campaigns, creative materials, and any other proprietary assets shall remain the exclusive property of the Client. The Client expressly authorizes Picnic to use such intellectual property solely for the purpose of performing the Services for which Picnic has been engaged.
   Picnic shall retain ownership of all intellectual property rights relating to its methodologies, processes, tools, original designs, know-how, and any materials developed prior to the commencement of the project.
   Unless otherwise agreed in writing, and upon receipt of full payment, the Client shall be entitled to use the final deliverables solely for the purposes contemplated by the applicable project.
8. Use of Photographs and Audiovisual Materials
   Picnic may document the project through photographs and video recordings and may include such
   materials in its portfolio, website, social media channels, and promotional or marketing materials.
9. Confidentiality
   Picnic agrees to maintain as confidential all non-public information provided by the Client and to use such information solely for the purpose of performing the Services.
   This confidentiality obligation shall survive the termination or completion of the business relationship between the parties.
10. Limitation of Liability
    Picnic shall be liable only for direct damages arising from a proven breach of its contractual
    obligations.
    Under no circumstances shall Picnic be liable for any indirect, incidental, consequential, special, or
    punitive damages, including, without limitation, loss of profits, loss of revenue, or any other damages arising from circumstances beyond its reasonable control.
11. Force Majeure
    Neither party shall be liable for any delay or failure to perform its obligations resulting from force
    majeure events or acts beyond its reasonable control, including, without limitation, natural disasters, labor disputes, governmental actions, pandemics, civil disturbances, widespread service interruptions, or any other unforeseeable and unavoidable event.
12. Governing Law
    These General Terms and Conditions shall be governed by and construed in accordance with the
    laws of the United Mexican States.
    Any dispute arising out of or in connection with these General Terms and Conditions shall be
    submitted to the competent courts of Mexico City, Mexico, unless the parties expressly agree in
    writing to an alternative dispute resolution mechanism.
13. Acceptance
    Acceptance of any commercial proposal, purchase order, Insertion Order (IO), Statement of Work
    (SOW), or any other equivalent document issued by Picnic shall constitute acceptance of these
    General Terms and Conditions, unless the parties expressly agree otherwise in writing.