This Agreement is entered into between yourself and Kendra Sew Fine, a Limited Liability Company with its principal place of business at 5420 Burgess Ave, Indianapolis, IN 46219 (“Seamstress”) You” and “your” refer to the individuals who sign this Agreement, “we”, “our” and “us” refer to the Seamstress. You agree to the terms below, provided any such term is not prohibited by the law of a jurisdiction covering this Agreement, which case law such controls.
1.1 Project Scope. We agree to provide you with dressmaking services (“Project”) for the following items (“Garments”):
• 1.2 Projected Timeline. We estimate that we will be able to complete the Project by
1.3 Scope Changes. Any changes to the scope of this Project require a separate written and signed agreement.
1.4 Term. This Agreement shall commence upon the date below and shall remain in effect until the Project is completed and delivered.
2. FITTINGS & ALTERATIONS
2.1 Initial Consultation. During our initial consultation we will discuss your proposed design and take measurements for our records. At this time, we will also schedule a time with you for your first fitting based on our projected timeline.
2.2 Sizing Changes. Should your sizing change from those measured during your Initial Consultation, it may require additional alterations to complete the Project as specified. These alterations will be added to your total bill.
2.3 Provided Measurements. If you opt to provide us with measurements at any point, we will accept them as is. Any error in your provided sizing may require additional alterations to be paid for by you. Please ensure accurate measurements to avoid these potential charges.
2.4 Fittings. In addition to your initial consultation, we will provide you a maximum of six (6) fittings. Additional fittings may be requested at additional cost. Fittings will be scheduled at your and our convenience. Be aware that the timing of these fittings may affect our projected timeline. To ensure accuracy, at every fitting you will sign your agreement to any choices or changes made to the Garments in attached Fitting Report.
2.5 Appointment Cancellations. We ask that you provide us with at least forty-eight (48) hours of notice if you need to cancel an appointment. Failure to do so will incur the additional Appointment Cancellation fee listed below. We will schedule a new fitting, but this may delay of the order due to your cancellation or postponed appointment.
2.6 Approval. The Garments will be deemed approved via notice, nonresponse by you within ten (10) business days, or the completion of six (6) Fittings.
2.7 Garment Return & Storage. Once the Project has been approved and all fees have been paid, we will return your Garments to you. You will have two (2) weeks to make an appointment with us to collect your Garments once you have approved the Project. If you do not collect your Garments within this window, you will be charged the additional Storage Fee listed below.
3. TERMINATION, REFUNDS & RETURNS
3.1 Termination. This Project may be cancelled and this Agreement terminated for convenience by either you or us effective immediately upon notice, or the mutual agreement of the parties, or for cause if any party: breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
3.2 In the event of termination, we shall be compensated for the services performed through the date of termination. The nonrefundable deposit listed below covers a percentage of the work performed. At our sole discretion, any work performed above this threshold will be charged at our discretion as a prorated portion of the remaining fees due. Your Garments will be given to you as-is and we will not issue any refunds. You acknowledge that these Garments do not represent a completed product and waive any and all claims against us.
3.3 We strive to deliver you a product that you enjoy and will work with you through the fittings process to meet your objectives. We do not accept returns.
4.1 Design Fee. Our Design Fee for our work on this Project is eight hundred dollars ($ 800).
4.2 Fee Schedule. Prior to Project, you shall pay us a nonrefundable deposit of four hundred dollars ($400), equal to Fifty Percent (50%) of the total Design Fee. Upon your final approval of the Project, you shall pay us the remaining Fifty Percent (50%) of the Design Fee.
4.3 Additional Fittings. Should you require additional fittings, you will be charged an additional fee of Twenty-Five Dollars ($25.00).
4.4 Appointment Cancellation Fee. Should you fail to cancel an appointment with us within the timeframe listed above, you will be charged an additional Appointment Cancellation Fee of Fifty Dollars ($50.00).
4.5 Storage Fee. Should you fail to collect your finished Garments within the timeframe listed above, you will be charged an additional Storage Fee of Fifty Dollars ($50.00) per month.
4.6 Administrative Fee. Should you terminate the Project for any reason after we have begun work, you will be charged an additional Administration Fee of Fifty Dollars ($50.00).
4.7 Due on Receipt. All fees shall be due upon final approval of the Project.
We retain the right to reproduce, publish, and display the Garments in our portfolios and other media or exhibits. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its promotional materials.
6. RELATIONSHIP OF PARTIES
6.1 Independent Contractor. We are an independent contractor and not your employee. We shall provide the services agreed under your general direction, but we shall determine, under our sole discretion, the manner and means by which the services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to you are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
6.2 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. We shall be entitled to offer and provide design services to others, solicit other clients, and otherwise advertise the services offered by us.
7. WARRANTIES & REPRESENTATIONS
We explicitly disclaim any warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the Project.
8.1 You agree to indemnify, save and hold harmless us from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand or action by a third party arising out of any breach of your responsibilities or obligations, representations or warranties under this Agreement.
8.2 Limitation of Liability. Our services and the work product are sold “as is.” In all circumstances, our maximum liability to you for damages for any and all causes whatsoever, and your maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to our net profit under this Agreement. In no event shall we be liable for any, lost profits, business or personal interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the Garments or services provided by us, even we have been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
9.1 Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that charges or fees may include, and you shall pay, expenses or costs that you authorize. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
9.2 Notice. All notices shall be given in writing, via electronic mail with return confirmation of receipt, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt, confirmation of receipt, or substantive reply by the recipient.
9.3 Forum. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Indiana. If a dispute arises out from this Agreement and is unable to be resolved, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or any other forum mutually agreed to by the parties. The prevailing party shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties consent to the local, state and federal courts located in the state of Indiana. The parties hereby waive any jurisdictional or venue defenses available to them.
9.4 Severability. Should any provision of this agreement be held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
9.5 Integration. This Agreement comprises the entire understanding of the parties, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement.
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