Terms & Conditions for Relloe, Inc Services and Production
The following Terms and Conditions of Service apply to all sourcing, manufacturing, design, advising, quality control and assurance, services, and consulting work performed by Relloe, Inc (referred to as Relloe in this agreement) for Client. For the purpose of these Terms and Conditions the “Client” refers to whichever individual(s) or entity(ies) Relloe is working with, has provided estimates too, or is in discussion with about potentially sourcing products, overseeing production, or providing services (including but not limited to: sourcing, manufacturing, design, advising, quality control and assurance, services, and consulting work) to the Client. “Agreement” refers to any quote, estimate, working relationship, or contract presented to Client.All legal disputes are to be governed by the laws of Delaware. All work is carried out by Relloe is done with the understanding that the Client has agreed to Relloe’s terms and conditions.
At the time of proposal, Relloe will provide the customer with an estimate, quotation, or invoice by email, text, or over conversations. All quotes, estimates, and invoices will be subject to Relloe’s Terms and Conditions which will be shared in an email with the Client and will also be available at the request of the Client.A copy of the written estimate or quotation is to be signed and dated by the customer to indicate acceptance and should be returned to Relloe. Alternatively, the client may send an official purchase order in reply to the estimate or quotation which binds the client to accept our terms and conditions, or an email acknowledging acceptance of the quotation. The client may also send in full or partial payment of the quote, invoice, or estimate, which will also indicate acceptance of the Terms and Conditions.For the avoidance of doubt or if any information from the quote or estimate is different from the information in these Terms and Conditions, then Relloe’s Terms and Conditions are what govern the job, not any conditions on the customer’s purchase order, estimate or invoice.
Charges for Relloe services and products sourced by Relloe will be set out in the written estimate or quotation that is provided to the customer. At the time of the customer’s acceptance of any estimate or quotation, a non-refundable payment of 50% of the quoted fee will become immediately due, unless otherwise outlined in the quotation, estimate, or invoice.
Unless agreed otherwise with the Client, all services and production orders require an advance payment of a minimum of fifty (50) percent of the project quotation total before the work commences or is supplied to the Client for review. The remaining fifty (50) percent of the project quotation total will be due upon completion of the work prior to upload to the server or release of materials. Client is also responsible for paying 100% of extra units manufactured by the manufacturer during the production run, up to 10 % of quantity as described on the quote, estimate, emails, and or invoice. Any funds due are subject to late fees.
Relloe will be entitled to charge interest of 3% per month on any unpaid balance more than 14 days past due.
Charges for Other Services
Charges for any additional services requested during the project that are over and above the estimated time or out of scope, will become fully payable (100% of the quoted amount) at the time of estimate or quotation acceptance unless otherwise discussed in writing by Relloe and Client. If additional services are required for a project and Client does not agree to them, then Relloe may terminate and turn over all work documents to Client. All quotes, projects, or estimates that Relloe has worked on will become due and payable immediately upon termination.
Client and Relloe, Inc may at any time by mutual consent decide to terminate these Terms and Conditions pursuant to written and delivered notice to the other party. Relloe, Inc retains the right at any time to terminate its obligations to design, manufacture or provide services on 30 days’ written notice of termination. Any Agreement between Relloe and Client may also be terminated automatically, without notice, (i) upon the institution by or against Client of any insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts, (ii) upon client’s making an assignment for the benefit of creditors, or (iii) upon client’s dissolution or acquisition.
Effect of Termination.
Upon the termination of any Agreement or accepted quote, estimate, or invoice between Client and Relloe, the rights and licenses granted to Relloe pursuant to these Terms and Conditions, including without limitation the right to use the Intellectual Property and manufacture the Products, will automatically terminate.All payments owing from Client to Relloe, Inc, or refunds due from Relloe, will become immediately due and payable, and legally enforceable, after 30 days from termination. Relloe will not make or retain any copies or samples of any confidential items or information which may have been entrusted to it after full payment of invoices and no legal disputes are open. For any design or manufacturing project that Relloe has started working on, the full 100% payment is due based on the estimate or quote or invoice provided by Relloe that the client agreed to (agreement as described in section 1 of these Terms and Conditions.)
The customer agrees that changes required over and above the estimated work, or in addition to the agreed scope, or where the client makes changes to the supplied copy or changes required to be carried out after acceptance of the draft design or production order, will be liable to a separate charge.The customer also agrees that Relloe holds no responsibility for any amendments made by any third party, before or after a design or order is completed.
Design Project Duration
Any indication given by Relloe of a design project’s duration is to be considered by the customer to be an estimation. Relloe cannot be held responsible for any project overruns, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by Relloe for the initial payment or by date confirmed in writing by Relloe.
Grant of License.
Client represents and warrants to Relloe, Inc that all trademarks, trade names, trade labels, trade dress, packaging and other intellectual property (the “Intellectual Property”) sourced and designed for client do not infringe upon or otherwise violate the intellectual property rights of any third party. Client grants to Relloe, Inc, and Relloe, Inc’s sourced factories and designers, non-exclusive license to use the Intellectual Property. Nothing in these Terms and Conditions shall give Relloe, Inc any right, title or interest in the Intellectual Property. In addition, Relloe, Inc shall not adopt any trademark, trade name, trade dress, labeling or packaging which is deceptively similar to or likely to cause confusion with respect to the Intellectual Property and/or the Products. The license granted by Client in these Terms and Conditions is non-exclusive, and Client will not be limited in any manner to engage in other manufacturing, design, or distribution activities or to appointment other manufacturers, dealers, distributors, value-added resellers, original equipment manufacturers, licensees or agents.
Ownership of Products
Client owns all rights to the Products designed and manufactured (as pertained to the Agreement between Client and Relloe). The sale, re-sale or distribution of the exact Products designed or manufactured during Agreement by Relloe, Inc to any entity other than to the Client, including without limitation distribution to retailers or other distributors or sub-distributors, will be prohibited unless made pursuant to a specific written agreement between Client and Relloe, Inc. Any agreement does not prohibit Relloe, Inc from the sale, re-sale, or distribution of products not designed or manufactured under their agreement with the Client and in no way constitutes a non-compete clause that would stop Relloe, Inc from working with other individuals or entities in similar industries or with similar products. Relloe, Inc may use pictures of Products taken by Relloe, Inc team or affiliated during the manufacturing process for the purpose of marketing or reference purposes.
In the course of designing, sourcing, and supplying the Products, each party may be exposed to confidential and proprietary information of the other party, including designs, drawings, materials, manufacturing specifications, trade secrets, business and financial information and other confidential information (the “Confidential Information). During the term of any Agreement, each party will refrain from disclosing any Confidential Information of the other party, except for the strict purposes or activities specifically authorized in any Agreement or if required by law. Each party will use all reasonable efforts to maintain the privacy of the Confidential Information in its possession or control.
Neither party will be liable for the costs or expenses arising from any failure or delay in the performance of any Agreement that is due and attributable to causes beyond the control of either party, including but not limited to acts of God, weather, pandemics, war, civil unrest, strikes, lockouts, destruction of production facilities, riots, insurrection, terrorist attacks, pandemics, government regulatory actions, acts or decrees of governmental or military bodies, fire, casualty, flood, earthquake, or any other force majeure event, provided that the party has used commercially reasonable efforts to mitigate the effects of the cause.
Any Agreement may not be modified or amended except by a written agreement signed by all of the parties.
The parties agree that their rights and obligations under their Agreement may not be transferred or assigned without the prior written consent of Client of each party.
Successors and Assigns
These Terms and Conditions shall be binding and inure to the benefit of the parties and their respective legal representatives, heirs, administrators, executors, successors and permitted assigns.
Any Agreement between Client and Relloe and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws provisions.
Any dispute arising from these Terms and Agreements shall be resolved through mediation. If the dispute cannot be resolved through mediation, then the dispute will be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.
If any provision of these Terms and Conditions is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable part had not been included in these Terms and Conditions.
The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision of these Terms and Conditions.