Terms of Service

AGREEMENT between You the Client , (hereinafter referred to as the "Client"),
and Next Dimension Fabworks Inc (hereinafter referred to as "Consultant") with respect to services (hereinafter referred to as "Work").
WHEREAS, Consultant is a professional Consultant of good standing;
WHEREAS, Client wishes the Consultant to create Work; and
WHEREAS, Consultant wishes to create such Work.;
WHEREAS, The Client's notice to proceed with work will be considered acceptance of the terms and conditions herein.;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and hereinafter set forth and other valuable considerations, the parties hereto agree as follows:

1. Description. Consultant shall perform Services and create finished Work for the Client as assigned from time to time in accordance with sketches, reference materials, specifications and layouts provided by the Client and as negotiated at past meetings.
2. Project Evaluation. An estimate for Services and Work to be performed shall be given to the Client for review in writing or verbally, prior to the start of any project. Payment and fees are as described herein.
3. Scheduling. Unless expressly set forth in writing, the Consultant does not agree to complete the work itemized within any specific time frame or period.
4. Operation. The Client hereby grants the Consultant permission to operate any equipment or the vessel as necessary for the purpose of testing, inspection and/or completion of the work.
5. Term of Agreement. The term of this agreement shall begin as of the date of execution of this agreement and shall expire at midnight on January 01, 2022. The term of this agreement will be extended incrementally 1year from the anniversary if neither party objects fourteen (14) days in advance.
6. Reservation of Rights. All rights not expressly granted hereunder or stated in work proposals are reserved to the Consultant, including but not limited to all rights in sketches, comps, computer files or other preliminary materials.
7. Work Archive and Future Retrieval. Most computer Work is archived daily for the Consultant’s own security and maintenance reasons. The Consultant will archive and store the finished Work for future Work that may reuse elements of the Work contracted here, as a courtesy only. The Consultant does not guarantee the reliability or availability of the archives created for future use. In the event that the Work is unrecoverable, the Consultant shall have the right to charge an additional fee to recreate the Work contained in the damaged archive. A $100.00 fee shall be charged to locate and retrieve Work from archive.
8. Change of Scope. Any alteration or deviation from these specifications involving extra cost will become an extra charge over and above the agreed fee at a rate of $100 dollars per man hour plus materials plus shipping fees and Taxes. All agreements contingent upon strikes, labor difficulties, failure of suppliers to deliver materials and equipment, fire, explosion, riots, civil disturbance, acts of God or delays beyond our control.
9. Fee. Client agrees to pay time and material for the services and Work performed. Client agrees to pay sales tax, if required. Subcontractor and Consultant’s vendor fees are extra.
10. Additional Usage. If Client wishes to make any additional usage of any portion of the Work, Client agrees to seek permission from the Consultant and make such payments as are agreed to between the parties at that time. The right to additional usage may be modified in writing as part of a work proposal or change order.
11. Third Party License. The Client agrees to acknowledge and comply with any and all licensing that effects any Work created under this agreement. The Consultant will not monitor or police Client with respect to compliance. Compliance is the sole responsibility of the Client.
12. Expenses. Client agrees to reimburse the Consultant for the following expenses: Messengers, Models, Props, Travel, lodging, Rush Fees and Project related materials.
13. Payment. Expect when requested upon completion, client agrees to pay the Consultant within fourteen days of the date of Consultant's billing, which shall be dated as of the date of delivery of the finished Work. In the event that work is postponed at the request of the Client, the Consultant shall have the right to bill pro rata for the work completed through the date of that request, while reserving all other rights under this Agreement. Overdue payments shall be subject to an administrative fee of 8.5% monthly. The Consultant reserves all rights against the Vessel in rem and against the client in personam for any and all labor or material charges and retains the right to maintain possession of equipment and Vessel until all fees have been paid in full.
14. Advances. Upon the approval of sketches Client shall pay all material fees as an advance against the total fee.
15. Revisions. The Consultant shall be given the first opportunity to make any revisions requested by the Client. If the revisions are not due to any fault on the part of the Consultant, an additional fee shall be charged. If the Consultant objects to any revisions to be made by the Client, the Consultant shall have the right to have his or her name removed from the work.
16. Cancellation. In the event of cancellation by the Client, the following cancellation payment shall be paid by the Client for any work less than a 3 month term: (A) Cancellation prior to the finished Work being completed: Time and material up to date of cancellation;  (B) Cancellation due to finished Work being unsatisfactory: Time and material up to date of cancellation; and  (C) Cancellation for any other reason after the finished Work is completed: Time and material. In the event of cancellation, the Client shall also pay any expenses incurred by the Consultant and the Consultant shall own all rights in the Work.
    
    Cancellation of work with a term greater than 3 months will require the client to make a payment of 3 times the agreed monthly payment or balance of the fee due for work, which ever is the lesser fee. The billing upon cancellation shall be payable within fourteen days of Clients notification to stop work or the delivery of the finished work, whichever occurs sooner.
17. Termination. Without prejudice to any other rights, Consultant may terminate this agreement if Client fails to comply with the terms and conditions of this agreement and/or any work proposal. In such event, Client will be assessed a fee based on time and material costs up to date of termination. Any work that is inactive more than 60 days, without prior written scheduling, will be considered abandon. Abandon work is subject to termination. Upon termination Client shall have no rights in the work. All rights shall remain with the Consultant.
18. Errors and Omissions. The Client agrees to indemnify and hold harmless the Consultant against any and all claims, costs, and expenses including attorney's fees, due to errors or omissions. Due to the nature of the Consultant’s Work responsibility for errors & omissions resides with the Client. The Work is to be performed in accordance with sketches, reference materials, specifications and layouts provided by the Client and as negotiate at past meetings. It is the Client’s responsibility to determine if the Work submitted is fit for the Client’s particular use. This responsibility includes and is not limited to visual issues, functionality, operations, mechanics, testing, calculations, legal implications ….. etc. All Work is delivered as is, as presented.
19. Limitation of Remedies. In no way shall the Consultant be liable for any damages beyond the scope of the Work contracted, consequential or other wise. The Consultant and its suppliers’ entire liability and the Clients exclusive remedy shall be, at the Consultant’s option to repair or replace the Work contracted. The Consultant shall not be liable for damage to or loss of any articles of personal property, electronics, gear or other appurtenances left in/on equipment or aboard the Vessel from any cause whatsoever and the Client absolves the Consultant of all responsibility for such loss or damage regardless of fault.
20. Limited Warranty. The Consultant warrants to the Client that the repairs, labor and materials set forth in this Estimate will be free from defects in material and workmanship under normal use and service for a period of one (60) days following completion of the work by the Consultant or delivery of equipment or Vessel to the the Client, whichever comes first. In the case of defective workmanship or materials, the Client's sole and exclusive remedy shall be limited to the repair or replacement thereof. All warranty work must be undertaken within a sixty (60) mile radius of fort Naperville, Illinois.
    
    The Consultant does not provide any warranty, express or implied, for any equipment manufactured by others or furnished to the consultant by either the the client or any third party for installation in connection with the work. The the client's only warranty for parts and/or equipment manufactured by third parties are any warranties that are provided by the manufacturer of the parts or equipment.
    
    The consultant makes no other warranties, express or implied, in connection with the work performed . The consultant specifically makes no warranties of merchantability or for the fitness for a particular purpose.
21. No Liability for Consequential Damages. To the maximum extent permitted by applicable law, in no event shall the Consultant or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of profits, business interruption, or any other pecuniary loss) arising out of the use of or inability to use the Work contracted.
22. No Waiver. If any provision of this agreement is deemed to be illegal or otherwise void, invalid, or unenforceable, such provision or part thereof shall be discarded and the remainder of this agreement without such provision or part thereof shall remain in full force and effect.
23. Arbitration. All disputes arising under this Agreement shall be submitted to binding arbitration before an arbitrator in Will County Illinois and settled in accordance with the rules of the American Arbitration Association. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof. Disputes in which the amount at issue is less than $2,500.00 shall not be subject to this arbitration provision.
24. Miscellany. This Agreement shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding between the parties. Its terms can be modified only by an instrument in writing signed by both parties, except that the Client may authorize expenses or revisions orally. This Agreement shall be governed by the laws of the State of Illinois.
25. Authorized Agent. Both Client and Consultant hereby represent and warrant that they have been and are on the date of this agreement duly authorized by all necessary and appropriate action to execute and deliver this Agreement on behalf of themselves or their respective principal.
26. Changes To Terms and Conditions. We reserve the right to revise our policies at any time without notice.