TWW Terms and Conditions
1. Commencement of Project/Turnaround Time. Unless otherwise noted, standard turnaround time by the Whimsical Workshop, LLC (“TWW”) for digital and/or instruction projects is four (4) business days once TWW received all Client supplied files and materials project specific information for a given project. A price quote for the job can be sent upon request. Unless otherwise noted, standard turnaround time for finished quilts and/or sewing projects is two (2) to three (3) weeks once TWW receives all Client-supplied fabrics and project specific materials for a given project. For multiple projects received at one time from a single Client, an agreed upon schedule will first be established in writing between the Client and TWW before any portion of a project will commence.
2. Expedited Projects. Expedited projects are those projects that need to be completed faster than the standard completion times listed above. Any project requiring a two (2) or three (3) day turnaround will necessitate a rush fee of 20% being added to the standard invoice total. Any project requiring one (1) day or less turnaround will necessitate a rush fee of 40% being added to the standard invoice total. Expedited fees for finished quilts and projects will be handled on a case-by-case basis. All expedited service is based upon TWW availability at the time of the request and TWW shall not be liable for any reason for refusing to expedite a project. Any applicable rush fees incurred by a given project will be listed on a project Purchase Order (“PO”) for Client approval. Written Client approval in the form of a fully executed PO is required before commencement of any rush work.
3. Cancellation. Any jobs that are cancelled after any portion of the work has started will be billed for the work that has been performed as of the date of cancellation.
4. Billing/Payment. All invoices will be sent electronically to the email address provided by Client. Hard copies of invoices can be sent in addition to or in lieu of electronic copies if a Client requests in writing to TWW prior to project billing. The job invoice will be sent to the Client at the same time the work is submitted to Client. Unless otherwise agreed to by the parties in writing, invoices will be due Net 30 days from the day the invoice was sent to Client.
5. License to Use/Copyrights. Upon completion of TWW’s services, and expressly conditioned upon full payment of all fees and costs due, TWW hereby grants to Client the exclusive and worldwide right and license to use, reproduce and display the final work solely in connection with the project as defined in the PO for first publishing rights only beginning on the project completion date and for one (1) year thereafter. Any additional uses will require separate pricing. All other rights, including copyrights, are reserved by TWW.
6. Accreditation. All displays or publications of TWW’s original design work shall bear accreditation and/or copyright notice in TWW’s name in the form, size and location as incorporated by TWW in the design work, or as otherwise directed by TWW. TWW retains the right to reproduce, publish and display the original design work in TWW’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the design work in connection with such uses; provided, however, that TWW shall not use/reveal any material before its release to the general public by Client.
7. Deficiencies. TWW represents and warrants that the final project sent to Client will be free from Deficiencies. For the purposes of this paragraph, “Deficiency” shall mean a failure to comply with the specifications set forth in Client’s PO in any material respect, but shall not include any problems caused by content supplied by client, modifications, alterations or changes made to the final project by Client or any third party after delivery by TWW, or the interaction of the final project with any third party applications other than those specified in Client’s PO. The parties acknowledge that Client’s sole remedy and TWW’s sole liability for a breach of this paragraph is the obligation of TWW to correct any Deficiency identified within one (1) year from the date of the PO. In the event that a Deficiency is caused by third party materials provided or specified by TWW, TWW’s sole obligation shall be to substitute alternative third party materials.
8. Limitation of Liability. The services and the work product of TWW are sold “as is.” In all circumstances, the maximum liability of TWW, its directors, officers, employees, design agents and affiliates (“TWW Parties”), to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of TWW for the specific product sold to Client for which the liability arose. In no event shall TWW be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by TWW, even if TWW has been advised of the possibility of such damages.
9. Indemnification. Client agrees to indemnify, save and hold harmless TWW from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties regarding the transactions between Client and TWW. Under such circumstances TWW shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) TWW provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by TWW in providing such assistance.
10. Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of these Terms and Conditions shall be in accordance with the laws of the United States and the state of Arizona without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.In the event of a dispute arising out of these Terms and Conditions, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of Arizona.
11. Assent/Changes to Terms and Conditions. Client represents and warrants that it has been provided a copy of these Terms and Conditions and any transactions with TWW after receipt hereof shall be deemed Client’s assent to the Terms and Conditions. TWW reserves the right to modify or amend these Terms and Conditions at any time, and shall provide a copy of such modified or amended Terms and Conditions to Client at least thirty (30) days prior to them taking effect. Client’s continued engagement with TWW after receipt of the modified or amended Terms and Conditions shall also be deemed Client’s assent thereof.