This SCHOOL PLANNER SERVICES AGREEMENT (“Agreement”), entered into by the School
Planner 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 acknowledgement, 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 the
Quote 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. It
is 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 planner
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