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Gifted Goose Studio – Terms and Conditions

1. Acceptance; Entire Agreement; Changes

(a) These terms and conditions (these “Terms”) are the only terms which govern the sale of the goods (“Goods”) and services (“Services”) rendered by or on behalf of Gifted Goose LLC (“GGS”). By engaging GGS for the provision of Goods and/or Services, the recipient of such Goods and/or Services, known herein as the “Client,” affirms acceptance to be bound by these Terms. GGS may revise and update these Terms from time to time in GGS’s sole discretion. All changes are effective immediately when published to GGS’s website, www.giftedgoosestudio.com. Client is expected to review and periodically confirm its understanding of the current Terms, as they are binding.

(b) Any accompanying invoice, proposal, or scope of work (the “Invoice”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, both written and oral. These Terms prevail over any of Client’s general terms and conditions of purchase regardless of whether or when Client has submitted its purchase order or such terms. Fulfillment of Client’s order does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these Terms.

(c) Notwithstanding anything to the contrary contained in this Agreement, GGS may, from time to time, change the Services without the consent of Client, provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Invoice.

2. Delivery; Performance of Services

(a) The Goods will be delivered within a reasonable time after receipt of Client’s Invoice, subject to anticipated project schedule and availability of finished Goods. GGS shall not be liable for any delays, loss, or damage in transit.

(b) Unless otherwise agreed in writing by the parties, GGS shall deliver the Goods using its standard methods for packaging and shipping.

(c) If for any reason Client fails to accept delivery of any of the Goods, or if GGS is unable to deliver the Goods because Client has not provided appropriate instructions, documents, licenses, or authorizations: (i) risk of loss to the Goods shall pass to Client; (ii) the Goods shall be deemed to have been delivered; and (iii) GGS, at its option, may store the Goods until Client picks them up, whereupon Client shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

(d) GGS shall use reasonable efforts to meet any performance dates to render the Services specified in the Invoice, and any such dates shall be estimates only.

(e) With respect to the Services, Client shall (i) cooperate with GGS in all matters relating to the Services; (ii) respond promptly to any GGS request for direction, information, approvals, authorizations, or decisions that are reasonably necessary for GGS to perform Services in accordance with this Agreement; (iii) provide all requested materials and information in a timely manner and ensure such materials are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

3. Non-Delivery

(a) GGS shall not be liable for any non-delivery of Goods (even if caused by GGS’s negligence) unless Client gives written notice of the non-delivery within three (3) calendar days of the date when the Goods would in the ordinary course of events have been received.

(b) Any liability of GGS for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.

(c) Client acknowledges and agrees that the remedies set forth in this Section 3 are Client’s exclusive remedies for any non-delivery of Goods.

4. Client’s Acts or Omissions

If GGS’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, GGS shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client to the extent arising directly or indirectly from such prevention or delay.

5. Price

(a) Client shall purchase the Goods and Services from GGS at the price (the “Price”) set forth in the Invoice. If the Price should be increased by GGS before delivery of the Goods to a carrier for shipment to Client, then these Terms shall be construed as if the increased price was originally inserted herein, and Client shall be billed by GGS on the basis of such increased price.

(b) Client agrees to reimburse GGS for all reasonable travel and out-of-pocket expenses incurred by GGS in connection with the performance of the Services.

(c) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges imposed by any governmental authority. Client shall be responsible for all such charges, costs, and taxes; provided that Client shall not be responsible for any taxes imposed on or with respect to GGS’s income, revenues, or assets.

6. Payment Terms

(a) Unless otherwise provided in writing, Client shall pay all invoiced amounts due to GGS within thirty (30) calendar days from the date of invoice. Client shall make all payments by check payable to Gifted Goose LLC, or via such electronic methods as approved by GGS, and payable in U.S. dollars.

(b) Client shall pay interest on all late payments at the lesser of twelve percent (12%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall reimburse GGS for all costs incurred in collecting any late payments, including attorneys’ fees. In addition to all other remedies available under these Terms or at law, GGS shall be entitled to suspend delivery or performance and stop Goods in transit if Client fails to pay any amounts when due.

(c) Client shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with GGS, whether relating to breach, bankruptcy, or otherwise.

7. Limited Warranty

(a) GGS warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications in a professional and workmanlike manner in accordance with generally recognized industry standards and shall devote adequate resources to meet its obligations under this Agreement.

(b) Except for the warranties set forth in Section 7(a), GGS makes no warranty whatsoever with respect to the Goods or Services, including any (a) warranty of merchantability; (b) warranty of fitness for a particular purpose; (c) warranty of title; or (d) warranty against infringement of intellectual property rights of a third party, whether express or implied by law or otherwise.

(c) Goods incorporating or containing products from third parties (“Third Party Products”) are not covered by the warranty in Section 7(a). GGS makes no representations or warranties with respect to any Third Party Products.

(d) GGS shall not be liable for breach of the warranty set forth in Section 7(a) unless Client provides written notice of the defective Goods or Services within three (3) calendar days of discovery.

(e) GGS shall not be liable if: (i) Client continues use of Goods after giving notice; (ii) the defect arises because Client failed to follow GGS’s written instructions; or (iii) Client alters or repairs the Goods without prior written consent.

(f) The remedies set forth herein shall be the Client’s sole and exclusive remedy and GGS’s entire liability for any breach of the limited warranties set forth herein.

8. Limitation of Liability

(a) In no event shall GGS be liable to Client or any third party for any loss of use, revenue, profit, data, or diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages arising out of or relating to this Agreement, regardless of foreseeability or notice.

(b) In no event shall GGS’s aggregate liability arising out of or related to this Agreement exceed the total amount paid to GGS for the Goods and Services sold hereunder.

9. Termination

GGS may terminate this Agreement with immediate effect upon written notice if Client: (a) fails to pay any amount when due; (b) has not otherwise performed or complied with any of these Terms; or (c) becomes insolvent or subject to bankruptcy or receivership proceedings.

10. Waiver

No waiver by GGS is effective unless explicitly set forth in writing and signed by GGS. No failure to exercise or delay in exercising any right or remedy operates as a waiver thereof.

11. Intellectual Property

All intellectual property rights, including but not limited to copyrights, trademarks, trade dress, logos, artwork, and all related goodwill (collectively, “Intellectual Property Rights”) in and to all designs, materials, and deliverables prepared by or on behalf of GGS in the course of performing the Goods and/or Services (“Deliverables”) shall be owned exclusively by GGS. GGS grants Client a limited, non-exclusive, non-transferable, fully paid, royalty-free license to use such Deliverables solely for their intended personal use.

12. Confidential Information

All non-public, confidential, or proprietary information of GGS disclosed to Client, whether oral or written, is confidential and solely for use in performing this Agreement. Client may not disclose or copy such information without prior written authorization.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance caused by acts beyond their reasonable control, including acts of God, natural disasters, war, terrorism, governmental orders, or other events of force majeure.

14. Assignment

Client shall not assign any rights or delegate any obligations under this Agreement without prior written consent of GGS. Any unauthorized assignment or delegation shall be void.

15. Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement shall create any partnership, joint venture, employment, or agency relationship.

16. No Third-Party Beneficiaries

This Agreement is for the sole benefit of GGS and Client and their respective successors and permitted assigns.

17. Governing Law

All matters arising out of or relating to this Agreement are governed by the internal laws of the State of Missouri, without regard to conflict of law principles.

18. Notices

All notices shall be in writing and sent to the addresses on the Invoice or to grace@giftedgoosestudio.com, delivered personally, by overnight courier, or by certified mail.

19. Severability

If any term or provision of this Agreement is invalid or unenforceable, the remainder shall remain in full force and effect.

20. Survival

Provisions that by their nature should survive termination or expiration shall remain in effect, including Confidential Information, Governing Law, and Survival.

Gifted Goose LLC
grace@giftedgoosestudio.com
www.giftedgoosestudio.com