TERMS

By purchasing from Clover & Lamb, you are

agreeing to the following terms:

1.    TERMS AND CONDITIONS

This contract (“Agreement”) is made as of purchase date between client name (hereafter known as CLIENT) and Clover & Lamb, Maria Burgio-Kline (hereafter known as VENDOR) outlines the scope of work and description for event stationery purchases (“Services”).

2.    PAYMENT

CLIENT agrees to pay the fees set forth below for the Services including all applicable taxes. CLIENT will pay the total sum in two payments and will agree to adhere to the due dates for payments, or will otherwise forfeit the right to receive the completed work on time. $500.00 of the total invoice fee will be due as a down payment to secure CLIENT’s reserved spot with VENDOR. This payment is considered a non-refundable retainer and will not be returned to CLIENT upon cancellation of the project for any reason. The remaining total of the invoice will be due in two additional payments, both before the items are shipped to CLIENT or mailed to the wedding guests through USPS, FedEx, or UPS. VENDOR will provide dates. of payment due to CLIENT during booking. Payment will be made using an electronic invoice through Squarespace. VENDOR must be notified in advance if CLIENT intends to pay otherwise, such as via check.
 
CLIENT agrees to pay VENDOR for any work that falls outside the original scope of work that is covered within this Agreement. If additional work is requested that extends outside the Agreement, CLIENT agrees to pay a fixed amount determined by VENDOR based on complexity and time required, in addition to all other amounts owed under this Agreement. CLIENT also agrees that if additional work is requested, VENDOR will be granted extra time to complete the needed work.
 
CLIENT agrees and understands that the remaining invoice total is subject to change during the design process based on whether CLIENT wishes to add or remove items from the scope of the project.

3.    CONFIDENTIALITY CLAUSE

VENDOR will hold and maintain in confidence any confidential information that is provided by CLIENT (such as confidential information relating to guest addresses, wedding information, etc.) and will not disclose such information to any third party except as may be required by a court or governmental authority or as authorized by CLIENT.

4.    STYLE AND AESTHETICS

CLIENT has spent a satisfactory amount of time reviewing VENDOR'S work and has a reasonable expectation that VENDOR will perform the Services in a similar manner and style unless otherwise specified in this Agreement.

CLIENT understands and agrees that VENDOR has a unique vision for every client and grants VENDOR creative freedom to produce work based on agreed-upon inspiration, and discussion with CLIENT during the design phase. VENDOR will use artistic judgment, experiential knowledge, and budgetary boundaries when providing Services for CLIENT. VENDOR will make any and all reasonable efforts to incorporate CLIENT’s suggestions and desires when providing CLIENT with the Services. Dissatisfaction with VENDOR's aesthetic judgment or artistic ability are not valid reasons for termination of this Agreement or refund requests.

5.    INSPIRATION MOOD BOARD/LOOKBOOK

CLIENT is encouraged to send visual inspiration to VENDOR for use.

6.    DESIGN PROOFS AND REVISIONS

VENDOR agrees to complete and send each design round to CLIENT electronically within 4 business days of CLIENT providing feedback on the previous design round. CLIENT is allowed revisions. Revisions include: color, subtle font changes that are typography-based, and sizing of certain elements. A revision does NOT include: Changing the design after final approval is given. Creating new hand-drawn/painted/custom-created elements that were made specifically for the design requested by the CLIENT. Additional fees may apply if these elements are required to be re-done or created again for any reason.
 
A REVISION IS NOT A REDESIGN. A complete redesign or new custom artwork may require additional design fees based on the scope of the project. Artwork revisions are limited to color changes, minor details, or placement within the design. VENDOR will notify CLIENT if revisions are outside the scope of the project.

7.    FEEDBACK AND TIMELINES

CLIENT understands that VENDOR cannot send the final items to CLIENT unless timely feedback and approval of sketches and/or a finalized design are received. CLIENT agrees to provide timely feedback within 2 days of receiving each design round so that VENDOR can understand CLIENT’s concerns, objections, or corrections that need to be made to the design(s). CLIENT understands that if feedback is returned to VENDOR after more than 2 days of receiving a design round, the project might be subject to a delay, which could result in rush fees for CLIENT.
 
VENDOR agrees to make changes to the design(s) in response to the feedback provided during the revision period, in accordance with the guidelines laid out in the “Design Proofs & Revisions” section of this Agreement. CLIENT promises not to unreasonably withhold approval of the design(s).
 
Final say for any feedback must come from CLIENT directly through email.
 
Unless specified at the beginning of the process, VENDOR reserves the right to refuse feedback from anyone who is not CLIENT, such as a relative, family friend, wedding planner, etc. If CLIENT intends on granting authority of design decisions to his/her wedding planner into the design process, family or friend, this must be disclosed to VENDOR before the design process begins.

8.    FINAL PROOF FOR THE PROJECT

Due to the nature of the design process for personal event stationery, there may be names or places that are not familiar to VENDOR. VENDOR will provide CLIENT with a Final Proof, hereby referred to as “Final Proof”, for CLIENT to review all included design pieces for spelling errors, grammar errors, or other errors that need to be corrected. CLIENT will then provide CLIENT’s consent for moving forward with printing by signing off on the Final Proof.
 
Once approval for the Final Proof is received, CLIENT consents to giving VENDOR full permission to print all pieces as they appear on the Final Proof. No further changes can be made, and VENDOR will not be held responsible for any errors found after CLIENT grants approval. VENDOR cannot be held responsible for designs that were approved by CLIENT and then printed with an error that CLIENT did not see. Any reprinting costs will be the responsibility of CLIENT.

9.   PRINTING & PRODUCTION

Per professional preference, budget, and design aesthetic, VENDOR will help CLIENT decide what paper should be used for printing. The required size for each piece will be verified by CLIENT at the beginning of the design process, and the final quantity will be finalized, printed, and then shipped/delivered to CLIENT or mailed to guests on behalf of CLIENT.  VENDOR recommends ordering an additional 10-20% of printed pieces to account for any additional guests that may be added to the guest list or any keepsakes that family members may want.
 
VENDOR cannot be held responsible for materials that are out of stock, backordered, or discontinued, as these situations are out of VENDOR’s control. Should this situation arise, a suitable alternative will be suggested. Additional fees may occur if alternative material is not of equal value.
 
All digital screens are calibrated differently, and the colors showcased in digital mockups or proofs may vary slightly when printed. With specialty printing such as letterpress and foil printing, minor variations are to be expected.
 
VENDOR is solely responsible for printing and producing the work for CLIENT, and will not release any editable files to CLIENT such as Photoshop files, Illustrator files, InDesign files, Procreate files, etc. If custom wedding crests or logos are created, CLIENT will be allowed to purchase the digital file version to be on day-of branding pieces, such as napkins, koozies, totes, dance floors, etc.

10.   CHANGE OF SCOPE

If materials are changed and/or additional pieces are added to the order, this indicates a change of scope for the project. VENDOR will present CLIENT with new invoice totals as soon as they are available. These changes must be made within the included rounds of approvals and before the Final Proof. Quantity changes after the Final Proof will result in a $25 restocking fee, along with the cost of the new materials. There are times when agreed-upon materials are discontinued or out of stock when VENDOR goes to order CLIENT's materials. In the event this happens, VENDOR will provide a suitable alternative within the same price range as the original materials. In the event CLIENT chooses something out of the price range, CLIENT is responsible for paying the difference between the two costs.

11.   REORDER POLICY

In the event CLIENT needs additional pieces to be printed outside the agreed-upon quantity after materials have been ordered and delivered to CLIENT, a minimum order quantity of 10 will be required. VENDOR will provide an invoice and include shipping costs.

12.    EXTENDED USE/COPYRIGHT OWNERSHIP

All proofs and design elements are the intellectual property of VENDOR. Proposals, quotes, and proofs may not be shared, copied, or imitated with or by any person. Exceptions are made only for parties directly involved with CLIENT's wedding, i.e., wedding planner, parents, or significant other.
 
All custom designs created by VENDOR are owned by VENDOR. The custom designs cannot be printed by the bride, groom, parents of the couple, or any third party other than VENDOR. This includes crests, stationery artwork, motifs, patterns, illustrations, design elements, and calligraphy. An exception will be made if VENDOR sells an extended license of the artwork to CLIENT. Extended licenses are $50 per design, per outside use. CLIENT understands that any unauthorized use of design elements will result in an invoice from VENDOR for the applicable licensing fees accrued, which must be paid in 10 business days to avoid VENDOR referring the unpaid amount to collections. CLIENT is responsible for any fees associated with unauthorized artwork usage. Please note that VENDOR utilizes their own professional printing and production equipment, which will allow CLIENT's designs to be created in a professional and quality manner, so it is recommended to order any and all corresponding pieces through VENDOR.
 
VENDOR owns all copyrights in any and all work(s) created or produced 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 VENDOR and may be used in the reasonable course of Vendor’s business. CLIENT acknowledges that VENDOR has the right to also use images, design elements, calligraphy, etc. from any portion of the work for portfolio or marketing purposes. CLIENT may request that VENDOR delay posting photos or imagery publicly until after the event date.
 
VENDOR represents that VENDOR owns the rights to the designs that are created for CLIENT under this Agreement, or has secured such rights to any third-party content incorporated into the final design(s), and that VENDOR’s work does not violate the patent, copyright, trade secret, or other property rights of any person, firm or entity.
 
CLIENT promises that: (a) CLIENT owns the rights to use any design elements CLIENT gives VENDOR (“CLIENT Content”); and (b) using such CLIENT Content does not violate the patent, copyright, trade secret, or other property rights of any person, firm, or entity. CLIENT promises to grant VENDOR a nonexclusive, non-transferable license to use, reproduce, modify, display, and publish CLIENT Content solely in connection with VENDOR’s work for CLIENT under this Agreement. CLIENT also affirms and represents that this Agreement does not conflict with any other contract, agreement, or understanding to which CLIENT is a party.

13.    SHIPPING

If applicable to the project, VENDOR will provide Tracking and Shipping information to CLIENT once the designs have been printed, packaged, and shipped. Once the item is shipped to CLIENT, VENDOR cannot be held responsible for damages, losses, or other shipping circumstances. VENDOR is unable to provide tracking updates beyond the information that third-party mail carriers release.

14.    RUSH FEES AND EXPEDITED SHIPPING

Custom artwork requires concept creation, and/or sketching, painting, proofing, printing, assembly, and shipping. Failure to comply with suggested timelines and due dates may affect the delivery of and fees for the Service provided. To ensure delivery for CLIENT’s event, an additional rush fee of 10% of the total invoice will be applied if information and/or CLIENT Content is not received in a timely manner. VENDOR will outline all dates and timelines for information needed and will remind CLIENT if additional information is needed. Expedited shipping charges will be billed on the final invoice if they are incurred. CLIENT will be notified of any additional costs before billing.

15.    USPS DIRECT MAILING DISCLOSURE

In the event that VENDOR is hired by CLIENT to mail the guest invitations directly to the guests through the USPS Postal Service, CLIENT agrees and understands that VENDOR cannot be held responsible for any mailed items that are damaged by USPS, as they are an independent third party. VENDOR also cannot be held responsible for any invitations that are marked "return to sender" by the USPS Postal Service.
 
The USPS reads envelopes electronically. Any address that cannot be read by the machine will likely be hand-inspected. If the address still cannot be delivered, it will be returned to the return address on the mailed stationery. VENDOR is not responsible for resending, reprinting, or reimbursing for invitations or addresses that do not make it to their intended address. As with any mass mailing, it is expected that 1-3% of the mailed pieces may be marked undeliverable. CLIENT is responsible for checking CLIENT’s address list to minimize this possibility. CLIENT may wish to order extra pieces for this reason. CLIENT understands that it can take USPS anywhere from a day to 3 weeks or more to deliver a piece of mail, and it is out of VENDOR’s control.

16.    CANCELLATION AND/OR NON-RESPONSIVE CLIENTS

If CLIENT desires to cancel Services, reschedule Services, or if it becomes impossible for VENDOR to render Services due to the fault of CLIENT or parties related to CLIENT, such as failure of the event to occur or failure to get information or CLIENT Content needed in a timely manner, CLIENT shall provide notice to VENDOR as soon as possible. VENDOR has no obligation to attempt to re-book further Services to fill the void created by CLIENT’s cancellation, rescheduling, or no-show if it becomes impossible for VENDOR to provide the Services due to the fault of CLIENT (or parties related to CLIENT). VENDOR will not be obligated to refund any payments CLIENT has previously made towards the total cost. CLIENT is not relieved of any payment obligations for cancelled Services, rescheduled Services, failing to communicate, or should it become impossible for VENDOR to provide the Services due to the fault of CLIENT (or parties related to CLIENT) unless both CLIENT and VENDOR otherwise agree in writing.
 
CLIENT or VENDOR may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the reasonable control of either party, such as, but not limited to:
a natural disaster (fires, explosions, earthquakes, hurricanes, 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 reasonable control of either party, such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism; or any act outside reasonable control of either party, such as a governmental authority, strike, lockout, or labor dispute.

17.    SEVERANCE CLAUSE

In the situation where CLIENT and VENDOR no longer see eye-to-eye in regards to the project and cannot reach a cordial agreement about next steps, VENDOR reserves the right to cancel the Agreement and gracefully part ways with CLIENT. CLIENT will be responsible for finding a different stationer to complete CLIENT’s design needs. VENDOR reserves the right to keep all non-refundable retainers and may or may not charge CLIENT for additional work rendered after the project was originally booked. In this instance, CLIENT will not be provided with any of the work created during the design process, including, but not limited to, working files in Photoshop, Illustrator, InDesign, Procreate, etc.

18.    MISCELLANEOUS TERMS

This Agreement constitutes the complete and exclusive agreement between VENDOR and CLIENT concerning the work on this project, and it supersedes all other prior agreements, proposals, and representations, whether stated orally or in writing. This Agreement can be modified in writing if both CLIENT and VENDOR sign off on the amendment.
 
CLIENT agrees that VENDOR is an independent contractor and not CLIENT’s employee. Although CLIENT will provide general direction to VENDOR, VENDOR will determine, in their sole discretion, the manner and ways in which the design(s) are created for CLIENT. The work that VENDOR creates for CLIENT under this Agreement will not be deemed a “work-for-hire”, as that term is defined under U.S. Copyright Law. Whatever rights VENDOR grants to CLIENT are contained in this Agreement. By signing this agreement, CLIENT and VENDOR agree to: (a) to all of the terms and conditions of this Agreement and (b) that they both have the full authority to enter into this Agreement. This Agreement is effective as of the most recent date that appears in CLIENT signature box at the bottom of this Agreement.

19.    SEVERABILITY/WAIVER

In the event a court of competent jurisdiction finds any of the provisions of this Agreement to be so over broad as to be unenforceable, such provisions may be reduced in scope by the court to the extent it deems necessary to render the provision reasonable and enforceable.  If such provision cannot be so modified to be enforceable in any respect, such provision will not be given effect, and the remainder of this Agreement will be enforced as if such provision was not included.  No failure or delay by CLIENT and VENDOR in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.

20.    RESOLVING LEGAL DISPUTES IN A COURT OF LAW

The validity of this Agreement and any of its terms and provisions, as well as the rights and duties of the parties hereunder, shall be governed, interpreted, and enforced in accordance with the laws of the State of Oregon without regard to any principles of conflicts of laws. The federal and state courts in the State of Oregon shall have exclusive jurisdiction to hear and determine any claims, disputes, actions, or suits which may arise under or out of this Agreement.  The parties agree and voluntarily consent to the personal jurisdiction and venue of such courts for such purposes.  If a party institutes a legal action to enforce this Agreement, the prevailing party shall be entitled to reimbursement by the non-prevailing party for all costs and reasonable attorney’s fees incurred in that action.  CLIENT agrees that the maximum amount of damages CLIENT may be entitled to relating to any claim under this Agreement shall not exceed the total amount of fees paid by CLIENT to VENDOR for the Services performed under this Agreement.