This document defines the terms and conditions of a working relationship with JLD-Studios LLC {JLD} located at 17900 NE Riverside Pkwy, Suite 225, Portland, Oregon 97230. All projects or services that JLD may be contracted to produce or provide for a client will be subject to the following:

PRODUCT DEVELOPMENT WORKING/BILLING – Based on experience with long-term design communications projects, JLD has found that it is mutually advantageous to handle each project in logging working/billing phases. Development projects are contracted for 90 days. Deposits are non-refundable. Any canceled project is billed through phases that were generated by JLD.
Concept revisions, extensive alterations, or a switch in garment design objectives sometimes makes it difficult to accurately estimate in advance the total cost of an individual design cycle. All proposals, cost estimations, and billing for several phases of development permits JLD or Client to adjust for such revisions/or halt work prior to completion. For each project, Client will receive a proposal/estimate outlining the project specifications and proposed scope of services and working/billing phases. Each proposal estimated will contain a breakdown in each service requested, which includes estimates for professional services and separate itemized cost for each stage of design.

PAYMENTS/ESTIMATES – Client agrees to pay JLD in accordance with the terms specified in each proposal/estimate.
Development services require a 35% deposit, with balance split into two payments, one due when first prototype is delivered, and balance upon project completion.
Production projects totaling less than $2500 will require a full deposit payment up front. All other production is subject to a 50% deposit, with balance due before product ships.
Additional services and expenses are invoiced as they are incurred. Unless otherwise specified, all subsequent balances due are payable upon receipt. Late fees will be applied for any invoices 10 days past due.  First fee is 10% of total invoice.  An additional 5% is applied at 40, 70, and 100 days late.  If invoice has not been paid within 120 days payment is subject to collections and forfeit of any materials/product left with JLD. JLD reserves the right to refuse completion or delivery of work until past due balances are paid in full.
Deposits are non-refundable and receipt of deposit confirms final approval of the terms and conditions contained herein.

OUT-OF-POCKET EXPENSES – Fees for professional services do not include outside purchases, such as but not limited to: fabrics, trims, fit models, shipping/handling or courier charges, rush delivery charges, fabric re-rolling, additional artwork and/or pattern setup, etc. A management fee of 15% will be assessed to all purchases made for client.

PRODUCTION OVER RUNS AND UNDER RUNS – The Client will accept over runs or under runs that do not exceed 10% of the quantity ordered on all jobs. JLD will bill for actual quantity delivered within this tolerance. If the Client requires a guaranteed quantity, the percentage of tolerance must be stated on Purchase Order.

REVISIONS AND ALTERATIONS – New work requested by Client and performed by JLD after proposal/estimate has been approved is considered a revision or alteration. If the job changes to the extent that substantially alters the specifications described in the original estimate, JLD will submit a proposal revision in the form of an email to Client, and a revised additional fee must be agreed to by both parties before further work proceeds. Client’s alterations and other design changes requested after project has been completed are billed at standard hourly rates.

SCHEDULES – Production and Development schedules will be established and adhered to by both Client and JLD, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of JLD. Where schedules are not adhered to by the Client, delivery dates will be adjusted accordingly and additional fees applied.

NATURE OF PRODUCT – Client agrees to exercise due diligence in its direction to JLD regarding preparation of materials and must be able to substantiate all claims and representations. Client is responsible for all trademark, copyright, patent infringement clearances, local and federal laws and guidelines. Client is also responsible for arranging, prior to production, any necessary legal clearance of materials or garment construction JLD prepares.

ERRORS AND OMMISIONS – It is the Client’s responsibility to check all materials carefully for accuracy in all respects, ranging from spelling, technical illustrations, to sewing. JLD is not liable for errors or omissions. Client’s written approval or that of an authorized representative is required on all materials, samples, artwork prior to release for sublimation, production sewing, or any other implementation. Products received must be reviewed and returned within 30 days if any repairs are required.

PROPERTY AND SUPPLIER’S PERFORMANCE – JLD will take all reasonable precautions to safeguard the property Clients entrust to the studio. In the absence of negligence JLD will not be responsible for loss, destruction, damage, unauthorized use by others of such property, or acts of God. JLD will use best efforts to ensure quality and timely delivery of all pieces. Although JLD may use the best efforts to guard against any loss to Client through the failure of vendors, or others to perform in accordance with their commitments, JLD is not responsible for failure on their part.
Any materials provided to JLD that are not claimed within 30 days of completion of project will incur storage fees. If these materials are not requested or claimed within 3 months of project completion or last Client communication, JLD reserves the right to consider the materials as abandoned and they will become property of JLD.

LEIN – All materials or property belonging to the Client, as well as work performed, may be retained as security until all just claims against the Client are satisfied.

RIGHTS OF OWNERSHIP – JLD acknowledges that they have no right to or interest in any copyright/trademark/patent to the work, products, documents, reports, inventions (whether known or otherwise), know-how ideas, or other materials resulting from the services performed in connection with projects for and on behalf of the Client. JLD agrees that the services and products provided are specially commissioned by the Client as “works made-for-hire” (as that term is used in the Copyright Law of the United States).
JLD’s only right to the work performed is for portfolio purposes. Work cannot be reused or resold to any third party unless abandoned as previously outlined.

TERM AND TERMINATION – The term of this agreement will continue for work in progress until terminated by either party. If client should direct JLD at any time to cancel, terminate or “put on hold” any previously authorized purchase, JLD will promptly do so, provided Client will hold JLD harmless for any cost incurred as a result, which will be billed immediately.
Upon termination of this agreement, JLD will transfer to Client all property and materials in their control and for which have been paid in full. Client will indemnify and hold JLD harmless for any loss or expense (including attorney ’s fees), and agree to defend JLD in any actual suit, claim or action arising in any way from working relationship. This includes, but is not limited to assertations made against Client and any of its products and services arising from the publication of materials that are prepared and are approved before publication. If JLD must retain attorneys to collect invoices, they will be entitles to reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.

ADDITIONAL PROVISIONS – The validity and enforceability of this agreement will be interpreted in accordance with the laws of the State of Oregon applicable to agreements entered into and performed in the State of Oregon. This agreement is the entire understanding and may not be modified in any respect except in an executed agreement.

Any questions or comments may be submitted directly to JLD-Studios via email.