Client Service Agreement

Entered into January 2020
Event is on October 8, 2020 at The Ranch at Rock Creek

West Pasture Studio
52 Blackfoot River Ln. Helmville, MT 59843
jessica@westpasturestudio.com
Home: (406) 793-6767 or Cell: (406) 209-1590
Known as "Stationer”
And


The person listed above will be known as "Client"
Collectively, all of the above people or businesses entering into this Agreement will be referred to as the "Parties."

PURPOSE OF THE AGREEMENT

Client wishes to hire Stationer to provide services relating to Client’s calligraphy or stationery needs, as detailed in this Agreement. Stationer has agreed to provide such services according to the terms of this Agreement.

TERMS

Services: Stationer shall provide Client with the following services on a one time basis (herein known as “Services”):

• Save the Date design

Delivery of Services: All Services must be provided directly to Client unless otherwise specified in this Agreement.

Cost, Fees and Payment

Cost: The estimated total cost for all Services is $1575 . The actual final balance will be invoiced to client when project is complete, and is due in full within 14 days. Client shall pay the Total Cost to Stationer as follows:

The first payment is a non-refundable retainer. (50% of estimate: $787.50). At a minimum, Client agrees that the retainer fee fairly compensates Stationer for committing to provide the Services and turning down other potential projects/clients.

Payment Schedule:

  • 50% of the estimated cost is due as a non-refundable deposit, before project may begin.

  • Save the Date payment will be invoiced before Stationer will begin on any invitations.

  • Late Fees: If Stationer does not receive payment from Client within fourteen calendar days of any payment date, then Client will be charged a late fee of 1.5% of the outstanding amount per each day that Stationer does not receive payment.

  • For example, Client owes Stationer $1000 due on April 1 and fails to pay by April 14th. On April 15th, Client owes Stationer $1015. On April 16th, Client owes stationer $1030.23. On April 17th, Client owes Stationer $1045.68, and so on.

Expenses: Any expenses incurred by Stationer while providing Client with Services will be invoiced to Client in a timely manner. Client is responsible for paying for and delivering any third party software licenses or products Client wishes Stationer to utilize. At the Stationer’s discretion, Stationer will make reasonable efforts to integrate Client’s suggested software or products.

Collections: Stationer reserves the right to collect any and all monies owed from Client by whatever means Stationer deems necessary. Client shall pay for any costs Stationer incurs to collect such costs, including reasonable attorney’s fees and collection agency costs.

Relationship of the Parties: Stationer has the sole right to control and direct the means, manner, and method by which the services in this Agreement are performed. Stationer has the right to hire assistants, subcontractors, or employees to provide Client with its Services. Stationer is individually and separately responsible for its own business operation and expenses, including securing or paying any licensing fees, taxes (including FICA), registrations, or permits.

EXCLUSIVITY

Client understands and agrees s/he has hired Stationer exclusive of any other stationery provider, and no other stationers, other than any assistant or third party that Stationer has hired to complete the Services outlined herein, are permitted to provide the same Services, paid or unpaid, unless prior permission is granted by Stationer.

INTELLECTUAL PROPERTY

Copyright Ownership: Unless purchased by the Client, the Stationer owns all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by the Stationer who creates the materials and may be used by the Client in the reasonable course of fulfilling this Agreement going forward. Client may ship, display, and enjoy the work(s) Stationer creates for Client, but Client may not under any circumstances alter or sell all or part of these work(s). For example, Client may not hire Stationer to create wedding invitation suites and use any of the artwork on the suites on additional artwork or stationery, such as menus, sandwich boards, guest charts, or other work(s). If Stationer’s work is misappropriated, Client understands and accepts that Client will be invoiced for these additional work(s).

Trademark Ownership: Any and all trademarks, whether registered or unregistered, remain the property of the contributing Party.

Permitted Uses of Material(s): Stationer grants to Client a non-exclusive license of product(s) produced with and for Client for personal use only so long as Client provides Stationer with attribution where reasonably allowed.

Personal use includes, but is not limited to, use within the following contexts:

  • In extra wedding materials such as napkins, cups, gift bags etc.

  • In photos on Client’s personal social media pages or profiles; or

  • In personal creations, such as a scrapbook or personal gift; or

  • In personal communications, such as a family newsletter or email or holiday card.

In no event is Client allowed to share Stationer’s pricing or internal materials with any third party without Stationer’s express prior written permission.

LIMIT OF LIABILITY

Maximum Damages: Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Stationer.

Indemnification: Client agrees to indemnify and hold harmless Stationer, its related companies, parties, affiliates, agents, independent contractors, assigns, directors, employees, and officers from any and all claims, causes of action, damages, or other losses arising out of, or related to, the Services provided in this Agreement. Stationer is not responsible for any damages or loss as a result of transportation and/or shipping of the Client’s stationery.

Style Release: Client has spent a satisfactory amount of time reviewing Stationer’s work or past client reviews and has a reasonable expectation that Stationer’s Services will produce a reasonably similar outcome and result for Client. Stationer will use reasonable efforts to ensure Client’s services are carried out in a style and manner consistent with Stationer’s current portfolio and services, and Stationer will try to incorporate any suggestions Client makes. However, Client understands and agrees that:

  • Every client and final delivery is different, with different tastes, budgets, and needs;

  • Stationery design, art and calligraphy are subjective services and Stationer is a provider with a unique vision, with an ever-evolving style and technique;

  • Stationer will use personal judgment to create favorable results for Client, which may not include strict adherence to Client’s suggestions;

  • Dissatisfaction with Stationer’s independent judgment or individual management style are not valid reasons for termination of this Agreement or request of any monies returned.

Non-disparagement: The Parties mutually agree not to make public defamatory statements that would materially harm the reputation or business activities of any Parties to this Agreement.

CANCELLATIONS OR RESCHEDULING

Cancellation Without Cause: Agreement will continue until final Services are delivered by Stationer and the Client’s balance is paid in full. If Client desires, implicitly or explicitly, to cancel Services for any reason prior to either of these events, it is within Stationer’s discretion to grant a partial or full refund but Stationer is not obligated to do so. If Stationer attempts to contact Client three or more times in the period of a month and is not successful in receiving a meaningful response, this is considered an unreasonable delay. Upon cancellation or unreasonable delay, all outstanding fees are immediately due and payable to Stationer.

Cancellation: If the client cancels an order after the initial deposit has been accepted, the deposit is not refundable. The client is also responsible for paying for any work already completed which exceeds the deposit amount. 100% of the total fee is due despite cancellation or delay of the job if the art has been completed. Upon cancellation, WPS retains all rights to the art, and all original art and copies thereof must be returned including sketches, comps, or other preliminary materials, and client must permanently delete all digital copies of any material from the project.

Project scope change: If the scope of the order changes after the deposit has been paid, then the balance due will be adjusted accordingly. In the event that the scope of the project is reduced below the level of the original deposit, no refund will be made.

Force Majeure: Either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party that materially affects the performance of Services, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms, or infestation), or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.

Failure to Perform Services: In the event Stationer becomes incapacitated and cannot or will not perform its obligations in any or all parts of this Agreement, it (or a responsible party) will:

  • Immediately give Notice to Client via the Notice provisions detailed in this Agreement; and

  • Issue a refund or credit based on a reasonably accurate percentage of Services rendered; and

  • Excuse Client of any further performance and/or payment obligations in this Agreement.

  • Make a suggestion for a reputable business to continue the project.

STUDIO POLICIES

Updated January 21, 2019

Rush Orders // Shipping

  • Projects are scheduled to begin on specific dates. The deposit books your project’s start date.

  • Allow 10 days for envelope, place card, and escort card orders up to 150 pieces.

  • Turnaround time for larger orders, signage, or very complex designs will be estimated on a case-by-case basis.

  • Clients are responsible for all shipping fees. Completed orders will be shipped using a trackable shipping service, and the shipping total will be added to the final invoice.

  • Rush orders incur an additional 50% charge. Expedited shipping rates may also apply.

  • Jobs done on-site are subject to additional charges, including a per diem fee.

Proofing // Drafts

  • If at any time, the project changes to an extent that substantially alters the specifications as described in the original estimate, we will submit a proposal revision memo to you and a revised fee will be agreed upon by both the client and WPS before we will move forward with the project.

  • Custom designs include 3 rounds of proofing and changes. Further rounds of proofs will incur a fee. Please note that the more rounds it takes, the farther your completion date will be pushed back. Please aim to make your proofing changes in under 4 rounds. We estimate the completion time of each project and base our own workflow on that average. If proofs or information is not turned around in a timely fashion, your workflow may be subject to interruption by other standing projects.

  • It is extremely important that you thoroughly check your proofs for correct times, dates, and spelling of all words, including names and places, in addition to the design elements. Once final approval for the Final Proof is received, you are giving WPS the permission to print all pieces as the appear on your final proof. Once approved, no changes can be made and WPS will not be held responsible for any errors found after your approval.

  • Finished artwork: Client agrees to pay artist an additional fee, to be negotiated separately, for changes requested to final art where client asked WPS to proceed directly to final artwork.

Submitting files // Address Lists and text

  • In order to best serve your calligraphy needs, I ask that your address list be formatted specifically. This assists me in centering and minimizing mistakes. Guest names and addresses must be submitted exactly as they should be produced in calligraphy. This includes formal titles, capitalization, abbreviations, and punctuation.

  • Guest and address lists must be typed and submitted in a Word or Pages document, without borders or columns. Each address should be grouped vertically, in stacked format with line breaks, just as they should be on the envelopes. (This is for envelope calligraphy specifically)

  • If you are choosing to have your guests' addresses printed rather than calligraphed, please get in touch with me about the specific formatting needs for printing your guest list.

  • Please have all abbreviations spelled out fully, including state names, street, road, number, avenue, etc.

  • Proofread and finalize all text and guest lists before submitting them. Any changes or additions should be emailed immediately as a separate document. If redos are required based on the new document, they will be charged as additional items.

  • Any redos required because of typographical errors on the part of this studio will be done immediately at no charge, and shipped at the studio’s expense.

  • We will not make etiquette or spelling corrections. If you would like us to prepare your list for calligraphy, a $125 fee will be added to your invoice. If your submitted list is not in the format explained above, it will be returned to you.

  • If you have any specific etiquette questions regarding your list, feel free to ask! I’d love to help.

Over Runs

  • The client will accept over runs that do not exceed 5% of the quantity ordered on all jobs. The designer will bill for actual quantity delivered within this tolerance. Within this 5% tolerance, no additional run fees will be applied, but the increase of the quantity will be reflected on the final invoice.

  • If additional pieces are needed above the contracted amount after bulk supplies have been ordered, a fee of 25% of the total of the additional pieces will be incurred.

  • Please be sure to order as many as you think you will need, (for guests and keepsake). Any extra pieces will be shipped to the client at the completion of the project.

  • The design and assembly process can take 8-12 weeks from start to finish. Please give yourself and us ample time to complete your order, taking proofing and assembly time into consideration. Delay in approving your proof will result in delay of your order.

Calligraphed Envelopes

  • The nature of hand addressed envelopes will vary from that of printed addresses. Each address will vary depending on the letters, length of names, street names, city and state lengths and visually appear different from one another when compared.

  • Addresses with 4-5 lines of text will look different from those with fewer. Please have this expectation set when ordering hand calligraphy.

  • Each envelope is a single work of art, and must be appreciated as such.

Envelopes // Materials

  • A 20% materials allowance is required for calligraphy orders. For example, For 100 finished envelopes, 120 blank envelopes will be required. The same applies to place cards and uncommon materials (e.g. leaves, tiles, cloth). Unused materials will be returned to the client upon project completion.

  • Large items on chalkboard, wood, and mirrors are not subject to the 20% allowance.

  • Use of metallic ink, more than one ink color on a single design, or complex designs may incur an additional fee.

Calligraphy and the Post Office

  • The post office reads envelopes electronically. Due to the nature of calligraphy, some addresses or calligraphy styles will be more or less difficult to read when put through the USPS, as is the nature with any hand written address. Any address that cannot be read by machine will likely be hand inspected. If the address still can not be delivered, it will be returned to the address of the return.

  • WPS is not responsible for resending, reprinting or reimbursing for invitations that do not make it to their intended address. As with any mass mailing, you are likely to have 1-3% of your pieces be undeliverable. Please check your address list carefully to ensure all your addresses are correct to minimize this effect. You may wish to order an additional 3% of your pieces to ensure additional pieces are available if needed for remaining.

  • If WPS is addressing and posting your pieces, we guarantee that each address you provide us with goes into the mail. Any mail not received by its intended recipient is NOT under the liability of WPS. If any pieces need to be re-mailed, you may either mail the piece yourself from the extra mailed back to you upon the completion of the project, or pay WPS to print, address and re-mail the additional piece(s) at the 25% reprinting fee.

GENERAL PROVISIONS

Governing Law: The laws of Montana govern all matters arising under or relating to this Agreement, including torts.

Notice: Parties shall provide effective notice (“Notice”) to each other, including any payments or invoices, via either of the following methods of delivery at the date and time which the Notice is sent:

Email:

  • Stationer’s Email: jessica@westpasturestudio.com

  • Client’s Email:

Address:

  • Stationer’s Address: 52 Blackfoot River Lane Helmville, MT 59843

  • Client’s Address(es):


Severability: If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each party remain legal and enforceable.

Merger: This Agreement constitutes the final, exclusive agreement between the parties on the matters contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.

Amendments: The Parties may amend this Agreement only by the Parties’ written consent via proper Notice.

Dispute Resolution: If the Parties cannot find a resolution to a dispute or potential claim by means of good-faith negotiation, then the Parties will make a reasonable attempt to resolve their dispute through Alternative Dispute Resolution or Mediation before filing a civil cause of action.

Titles: The titles and section headers in this Agreement are provided for convenience only and should not be construed as part of this Agreement.

Signature of Stationer _____________________________________ Date_____

Jessica Coughlin jessica@westpasturestudio.com