School Planner Agreement

This SCHOOL PLANNER AGREEMENT (“Agreement”), entered into by the SchoolPlanner customer identified on the applicable School Planner Quote (“Client”) and Mimeo.com, Inc. dba The School Planner Company (“SPC” or “Provider”) governs the custom school planner services (“Services”) pursuant to SPC’s standard terms and conditions as referenced herein. The Services will be provided in accordance with orders generated by Client.

This Agreement is incorporated into the relevant SPC services agreement, school planner quote(“Quote Acknowledgement”), order acknowledgment, and any applicable SPC forms, previously executed by Client, referenced to generically in this Agreement as the “SPC Contract”, and supersedes all prior discussions, negotiations, representations, and agreements with respect thereto. In the event of any conflict or inconsistency between any of the terms of the Agreement, the provisions of the following documents (in order of precedence) shall prevail: (a) this Agreement; (b) the school planner quote; and (c) any SPC forms. Except as specifically amended by this Agreement, the school planner quote and if applicable, any SPC forms, remain unchanged and in full force and effect.

1. TERM:

This Agreement will begin on the date of first signature as referenced on theQuote Acknowledgement and will continue for a period of one year, two year, or four year duration as selected by Client on the Quote Acknowledgement or for such other shorter initial term as otherwise mutually agreed upon. All work commenced during the period of performance (the “Term”) will be completed under the terms of this Agreement, and all payments due will be made in accordance with Payment for Services Rendered Section.

2. SERVICES:

All of the following are to be provided for the Client during the Term of this Agreement:

i. Fully customized planners at price as agreed upon in Quote Acknowledgement. Price(s) may change if Client deters from specifications of original, agreed upon quote.

ii. All graphic design work and proofreading is complimentary and provided at no additional charge.

iii. Multiple opportunities to review the proof and make changes to design at no additional cost. An Account Manager dedicated to your school’s planner and design. Client will have up to ten (10) opportunities to review a proof and dictate their requested changes, if applicable, via SPC online proofing system. After the tenth review, each additional proof requiring any change(s) will incur a $25.00 USD fee. Itis recommended that Client communicate any requested corrections within the first eight (8) proofs to avoid potential additional charges. It is the Client’s responsibility to check the proofs for errors; overlooked errors, material, or electronic files, inadequately submitted by Client are considered Client errors and SPC shall not be liable.

iv. Client may request that SPC create up to three (3) distinct versions of such school planner design at no additional cost. After the third version, each additional version requested will incur a $50.00 USD fee.v. Please allow 6-8 weeks for the design and delivery of Client order. All Client provided content must be submitted nine (9) weeks before the Client requested delivery date to avoid delay. Production time is an estimated guideline and varies due to seasonal demands or other reasonable causes.

3. CUSTOMER DELIVERABLES:

Provider is dedicated to creating high-quality customized products. SPC endeavors to create designs to that specification. Any artwork, images and other data designed by SPC on behalf of Client, will remain the property of SPC, unless agreed in writing that this arrangement has been changed.

4. CLIENT REPRESENTATIONS AND WARRANTIES:

(a) Client represents and warrants to SPC that the materials provided with any applicable order will not infringe or violate the copyrights, trademarks, or other rights of any third parties, and that Client has the authority to reproduce and distribute (and to authorize SPC to reproduce and distribute) such materials.(b) If Client furnishes any custom material with order(s), the Client shall defend, indemnify, and hold SPC and its affiliates and subsidiaries harmless against any and all claims, demands, and actions, and any liabilities, damages, or expenses resulting therefrom, including court costs and attorney fees, arising out of or sustained by third parties, whether for intellectual property infringement (including copyright and trademark infringement), misappropriation, or otherwise, due to the manufacture, use, or sale of school planners.

5. PAYMENT FOR SERVICES RENDERED:

Client will not be invoiced until planned shipment has left SPC’s facility. Client will pay Provider for all services rendered and products provided according to Quote Acknowledgement within no more than thirty (30)calendar days past invoice date.

6. EARLY TERMINATION CHARGES:

SPC offers one (1) free no-obligation design proof, prior to making a purchase. If Client decides to move forward with the design and proof process and / or to make any revisions to the free proof, SPC requires that Client sign the Quote Acknowledgement. Should Client choose to withdraw at any point during the initial design process, following execution of the Quote Acknowledgment, Client will be charged 10% of the quote total for services already rendered. The design process will begin once Client receives an email from their account Executive notifying them that the design process has begun. The design process begins once SPC receives a signed Quote Acknowledgement by the Client and has submitted the appropriate content for the order. Multi-year quote form agreements are subject to termination for convenience which may be done at any time during the life of the contract. Such termination for convenience fee shall not exceed fifteen percent (15%) of the quote total for the collective Term. All such termination charges shall be due and payable to the Provider in accordance with the terms hereof. All such termination charges shall be due within thirty (30) days of date of invoice.

7. SHIPPING:

Client acknowledges that production time does not include shipping time. Client must ensure that the school is open and accessible to courier (including but not limited to open school gate, front door to school, dock premises, etc.), and that someone is available to receive school planner shipment. In the event that courier has no access to school grounds, or if no one was available to receive shipment, Client will be liable for any extra charges.

8. PRODUCT RETURNS:

It is the responsibility of Client to assure the quality of all products upon receipt. SPC does not accept the return of any school planner products that are customized. All sales are final except for damaged or defective materials.

9. FORCE MAJEURE:

Neither party will be liable for damages for delay in delivery arising out of causes beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God or of the public enemy, acts of any Government authority, fires, floods, epidemics, quarantine restrictions, labor disputes, embargoes, or unusually severe weather.

10. DOMAIN: 

The terms of this Agreement will be governed by the laws of the United States and the State of New York, without regard to conflict of laws principles.

Last Updated: November 25, 2019