Terms and Conditions

1.  Applicability.

(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 Le Cle Studio LLC (“LCS”). By engaging LCS 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 the Terms. LCS may revise and update these Terms from time to time in LCS’s sole discretion. All changes are effectively immediately when published to LCS’s website www.leclestudio.com. Client is expected to review and periodically confirm its understanding of the current Terms, as they are binding.

(b) Any accompanying invoice (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 and warranties, and communications, both written and oral. These Terms prevail over any of Client's general terms and conditions of purchase regardless 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, LCS 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 the receipt of Client's Invoice, subject to anticipated project schedule and availability of finished Goods. LCS shall not be liable for any delays, loss, or damage in transit.

(b) Unless otherwise agreed in writing by the parties, LCS shall deliver the Goods using LCS's standard methods for packaging and shipping such Goods.

(c) If for any reason Client fails to accept delivery of any of the Goods, or if LCS 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) LCS, 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) LCS 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 LCS in all matters relating to the Services; (ii) respond promptly to any LCS request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for LCS to perform Services in accordance with the requirements of this Agreement; (iii) provide such customer materials or information as LCS may request to carry out the Services in a timely manner and ensure that such customer materials or information 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) LCS shall not be liable for any non-delivery of Goods (even if caused by LCS's negligence) unless Client gives written notice to LCS 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 LCS 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 Section 3 are Client's exclusive remedies for any non-delivery of Goods.

4. Client's Acts or Omissions.

If LCS'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, LCS 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, in each case, to the extent arising directly or indirectly from such prevention or delay.

5. Price.

(a) Client shall purchase the Goods and Services from LCS at the price (the “Price”) set forth in the Invoice. If the Price should be increased by LCS 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 LCS on the basis of such increased price.

(b) Client agrees to reimburse LCS for all reasonable travel and out-of-pocket expenses incurred by LCS 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 of any kind imposed by any governmental authority on any amounts payable by Client. 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, LCS's income, revenues, gross receipts, personal or real property, or other assets.

6.  Payment Terms.

(a) Unless otherwise provided in writing or pursuant to specific payment terms found on www.leclestudio.com website, Client shall pay all invoiced amounts due to LCS within thirty (30) calendar days from the date of LCS's invoice. Client shall make all payments hereunder by Venmo to @aubrey-dosmann, or by check payable to Le Cle Studio, and be payable in US dollars.

(b) Client shall pay interest on all late payments at the lesser of the rate of twelve percent (12%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall reimburse LCS for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which LCS does not waive by the exercise of any rights hereunder), LCS shall be entitled to suspend the delivery of any Goods or performance of any Services and stop Goods in transit if Client fails to pay any amounts when due hereunder.

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

7.  Limited Warranty.

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

(b)  Except for the warranties set forth in Section 7(a), LCS 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, course of dealing, course of performance, usage of trade, or otherwise.

(c)  Products from by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third Party Products are not covered by the warranty in Section 7(a) For the avoidance of doubt, LCS makes no representations or warranties with respect to any third-party product, 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, course of dealing, course of performance, usage of trade, or otherwise.

(d) LCS shall not be liable for a breach of the warranties set forth in Section 7(a) and Section 7(c) unless Client gives written notice of the defective Goods or Services, as the case may be, reasonably described, to LCS within three (3) calendar days of the time when Client discovers or ought to have discovered the defect

(e) LCS shall not be liable for a breach of the warranty set forth in Section 7(a) and Section 7(c) if: (i) Client makes any further use of such Goods after giving such notice; (ii) the defect arises because Client failed to follow LCS's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Client alters or repairs such Goods without the prior written consent of LCS.

(f) The remedies set forth in herein shall be the client's sole and exclusive remedy and LCS's entire liability for any breach of the limited warranties set forth herein.

8. Limitation of Liability.

(a) In no event shall LCS be liable to client or any third party for any loss of use, revenue or profit or loss of data or diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not LCS has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

(b) In no event shall LCS's aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the total of the amounts paid to LCS for the goods and services sold hereunder.

9.  Termination.

In addition to any remedies that may be provided under these Terms, LCS may terminate this Agreement with immediate effect upon written notice to Client, if Client: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, or assignment for the benefit of creditors.

10. Waiver.

No waiver by LCS of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by LCS. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

11. Intellectual Property.

All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other Confidential Information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Client under this Agreement or prepared by or on behalf of LCS in the course of performing the Good and/or Services (collectively, the “Deliverables”) shall be owned by LCS. LCS hereby grants Customer a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Client to make reasonable use of the Deliverables.

12. Confidential Information.

All non-public, confidential or proprietary information of LCS, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by LCS to Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by LCS in writing. Upon LCS's request, Client shall promptly return all documents and other materials received from LCS. LCS shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Client at the time of disclosure; or (c) rightfully obtained by Client on a non-confidential basis from a third party.

13. Force Majeure. 

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Client to make payments to LCS hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics; (c) war, invasion, hostilities, terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) national or regional emergency; and (f) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within ten (10) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section 13, either party may thereafter terminate this Agreement upon ten (10) days' written notice.

14. Assignment.

Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of LCS. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.

15. Relationship of the Parties.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

16. No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the LCS and Client and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

17. Governing Law.

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Missouri.

18. Notices.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Invoice or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

19. Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

20. Survival.

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidential Information, Governing Law, and Survival.