Print Order Terms
Bullwrinkle & Friends Print Order Terms (Last Updated 11.19.2023)
1, GENERAL
2. DEFINITIONS
“Agreement” shall have the meaning set out above.
“Affiliate” means, in relation to any entity, another entity which is Controlling, Controlled by or under common Control with the aforementioned entity; where “Control” means that an entity directly or indirectly (a) owns more than 50 percent of the equity interests or voting rights of another entity or (b) otherwise has the power to direct or cause the direction of the management and policies of another entity, whether by contract or otherwise.
“Customer” means the company ordering the Service, as indicated as such in each Order Form.
“User Content” mean text, pictures, audio, video, files, templates, fonts, logos, metadata and other content uploaded to or created on the Platform.
“Bullwrinkle & Friends” means the Bullwrinkle & Friends entity responsible for supplying the ordered Service, as identified as such in each Order Form.
“Order Form” means the order review and order confirmation that is presented to the Customer on checkout and confirmed in the order confirmation e-mail.
“Platform” means the cloud-based, digital third-party platform available through bullwrinklekids.com (or indirectly available through a digital asset management (DAM) platform, where the provider of such platform has an agreement with both Bullwrinkle & Friends and the Customer).
“Products” mean physical (hard copy) brochures, business cards, booklets, posters, catalogues, flyers and other printed products.
“Service(s)” means Bullwrinkle & Friends’ global printing services (including shipping services), available from time to time through the Platform.
“Terms” means these Bullwrinkle & Friends Print Order Terms.
3. ORDERING SERVICES
To order Services, the Customer must select a product on the Platform, and complete the checkout process in accordance with the instructions on the Platform. The Customer is responsible for the information provided, and the choices made, during the checkout process, including by ensuring the accuracy of the…
(i) selection of User Content to be printed,
(ii) the number and format to be printed,
(iii) the shipping recipient and shipping address, and
(iv) the lawfulness of the order.
The Customer shall carefully review the order, including the price, before placing an order. Bullwrinkle & Friends has no responsibility or liability for errors made by the Customer during the order process.
Upon placing an order, Bullwrinkle & Friends will present an order confirmation on the Platform and send a copy thereof to the email address of the person that places the order on behalf of the Customer. If the Customer places an order which, in Bullwrinkle & Friend’s reasonable opinion and sole discretion, may violate any law, infringes the rights of a third party, or is inappropriate, obscene or immoral, Bullwrinkle & Friends may cancel the order. If Bullwrinkle & Friends nevertheless fulfills the order, Bullwrinkle & Friends has no responsibility for such violation or infringement.
4. DELIVERY
Upon receipt of an order, the third-party platform will perform the Services, by facilitating printing and shipping the Products, as set out in the Order Form.
Bullwrinkle & Friends, through the third-party platform connects independent local printers in a global network. On the basis of the shipping address set out in the Order Form, our third-party platform allocates the order to a local printer based on geographical location, machine capabilities, available capacity, and other factors our third party provider deems relevant. Orders that include more than one category of Products may be produced at different print facilities (such as due to capabilities, capacity and delivery address) and may therefore be delivered separately. Our third-party provider will stipulate an estimated delivery time in the Order Form. The third-party provider will use all reasonable efforts to ensure that the Products are delivered within the estimated timeframe but shall not have any liability if the Products are delivered later. Bullwrinkle & Friends will notify the Customer as soon as it becomes aware of circumstances that may cause substantial delay.
The Products will be sent by regular post unless otherwise set out in the Order Form. Irrespective of the shipping method agreed in the Order Form, the third-party provider has the right to choose another carrier and carrier method, provided the quality and delivery time that the carrier and/or the method are of a similar quality and offer a similar delivery time. If the Customer has chosen tracked delivery, the third-party provider shall bear the risk of loss and damage to the Products during transportation. If the Customer has chosen non-tracked delivery, the order will be deemed delivered and title and risk of loss transferred to the Customer upon the third-party providers’ delivery of the Products to any common carrier.
The third-party provider is responsible for customs clearance except for the countries where DDP (Delivery Duty Paid Incoterm) is not allowed. For those countries, the Customer assumes all risks and responsibility for the import clearance and duties.
5. PRICES
The prices may vary from country to country. A price list for the Services (printing and shipping) in each country is available on the Platform. The actual prices for an order will be specified to the Customer upon placing the order and will be confirmed in the Order Form. Gelato will not be bound by any prices other than those set out in the Order Form.
6. PAYMENT TERMS
The Customer shall pay those fees for the Services as set out in the Order Form. Payment may be made by any of the payment methods available for each order (such as credit/debit card, or PayPal account, etc.). Payment must be made at the time the order is placed.
The Customer is responsible for creating and maintaining the billing details on the platform.
The Customer is not entitled to set-off any amount, whether under the Agreement or otherwise, against fees payable for the Services. Bullwrinkle & Friends currently uses WooCommerce Payments and our third-party provider currently uses Adyen B.V. as the third-party service provider for payment Services (e.g. card acceptance, merchant settlement, and related Services). By ordering the Services, the Customer agrees to be bound by Adyen B.V.’s and WooCommerce Payments’ Terms and Privacy Policy.
7. SUBCONTRACTING
Bullwrinkle & Friends relies on partners and sub-contractors. The Customer accepts that Bullwrinkle & Friends may subcontract the Services, or any parts thereof, to any third party provider. Notwithstanding any such sub-contracting, Bullwrinkle & Friends remains responsible towards the Customer for the fulfillment of the Agreement.
8. TAXES
The Customer is responsible for all direct and indirect sales and other taxes, duties, local surcharges and the like (“Taxes”) levied on the Customer by any applicable law in connection with the Services and for any liabilities or claims brought by any public or governmental authority upon the Customer’s use of the Services.
The Customer shall defend, hold harmless and indemnify Bullwrinkle & Friends from and against all liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to the failure to tax the customer properly from any payment from the Customer to Bullwrinkle & Friends or to comply with any other obligations it may have under applicable tax law.
9. INTELLECTURAL PROPERTY
The Platform consists of and contains intellectual property and other material, such as software, trademarks and graphics, that are proprietary to Bullwrinkle & Friends and any third-party provider AS or its licensors. The Customer is not granted any rights to such property or material. The Customer shall not use the Platform for any other purpose than as expressly permitted by the Agreement. The Customer agrees not to copy, rent, lease, sell, distribute, reverse engineer or create derivatives of such property or materials. The Customer acknowledges that the Platform may consist of open source software.
Bullwrinkle & Friends or any of our third-party providers may make available through the Platform certain plug-ins that enable the transfer of files or other content to the Platform from specified third party software programs installed on the Customer’s equipment. Bullwrinkle & Friends does not license or authorize the Customer’s use of such third-party software. The Customer must have a separate agreement with the licensor of such third-party software to access and use it.
10. CONFIDENTIALITY
Each party undertakes not to disclose, transfer or otherwise make available to any third-party information received or otherwise obtained in connection with the Agreement or the use of the Services, including but not limited to technical information, financial information and User Content. The confidentiality obligation shall however not apply to information that…
(i) is or becomes part of the public domain through no violation of the Agreement;
(ii) at the time of disclosure was already known to the receiving party;
(iii) is developed by the receiving party independently of the information received or obtained hereunder; or
(iv) is rightfully received from a third party not subject to the duty of confidentiality.
Further, the confidentiality obligation shall not prevent Bullwrinkle & Friends or any third-party provider from disclosing, transferring or otherwise making available information to any Affiliates, officers, shareholders, employees, directors or assignees, nor to any sub-contractors or licensors in connection with the provision of Services.
11. LIABILITY
In no circumstances is either party liable to the other for any indirect, special, incidental or consequential loss or damage, including but not limited to loss of profit, revenue, business, contracts or anticipated savings or loss of or damage to data.
The above limitations of liability shall not apply to any indemnity obligations set out in this Agreement, or in the event of willful misconduct or gross negligence. Other than the return rights provided in paragraph 7, Gelato makes no warranties with respect to the Services, including any implied warranties of merchantability or fitness for a particular purpose. Bullwrinkle & Friends and it’s third-party providers, together with its officers, shareholders, employees, agents, directors, Affiliates, assignees, sub-contractors and licensors, is not responsible for any costs, losses or damages caused by
(i) force majeure, third party’s negligence or other circumstances outside Gelato’s control;
(ii) lack of, delay of, or interruption of access to the Platform,
(iii) misdelivery of Products not ordered with tracking;
(iv) lack of accuracy, substance, clarity or quality of the User Content; or
(v) breach of the Agreement, inappropriate or unauthorized use of the Platform or the Services by the Customer or any individual authorized by the Customer to use the Platform or the Services.
In the event the Customer uses the Services through a digital asset management (DAM) platform, the Customer cannot claim any liability against Bullwrinkle & Friends, or any third-party provider, to the extent the Customer may claim liability for the same loss or damage against the provider of such platform.
12. INDEMNIFICATIONS
The Customer is solely responsible for
(i) handling any third-party claims alleging that the use of User Content infringes a third party’s right; and
(ii) any claims or investigations from government or authorities alleging that the User Content violates applicable law.
The Customer shall indemnify and defend Bullwrinkle & Friends and any third-party providers and its officers, shareholders, employees, agents, directors, Affiliates, assignees, sub-contractors and licensors against any reasonable costs or losses (including but not limited to damages, fines and legal costs) incurred in connection with any claim or investigation of any kind made by any third party arising from or related to
(a) an allegation that the use of the User Content infringes a third party’s rights or violates applicable law,
(b) Customer’s ’ use of the Platform in a manner not authorized by this Agreement, or
(c) any other breach by this Agreement by Customers.
Bullwrinkle & Friends and any third-party provider is solely responsible for handling any third-party claims alleging that the use of the Platform or the Services in accordance with the Agreement infringes a third party’s right. Bullwrinkle & Friends and any third-party provider shall indemnify and defend the Customer against any reasonable costs or losses (including but not limited to damages, fines and legal costs) incurred by the Customer in connection with any claim or investigation of any kind made by any third party arising from or related to
(a) any claim that the use of the Platform or the Services in accordance with the Agreement infringes a third party’s rights. In the event that any third party asserts a claim with respect to any matter for which a Party (“Indemnified Party”) is entitled to indemnification pursuant to the Agreement, such Indemnified Party shall…
(i) promptly notify the other party (the “Indemnifying Party”) in writing of the claim,
(ii) allow the Indemnifying Party to control, and cooperate with the Indemnifying Party in the defense,
(iii) not enter into a settlement without the Indemnifying Party’s prior written consent, and (iv) use reasonable efforts to limit the costs and losses.
In each case the Indemnifying Party shall notify the relevant third party that the relevant claims or investigations solely are the Indemnifying Party’s responsibility, and not the responsibility of the indemnified party.
13. GOVERNING LAW AND DISOUTE RESOLUTION
The Agreement shall be governed by the laws of the County of Mecklenburg, State of North Carolina. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement. Any disputes arising out of or in connection with the Agreement shall be finally settled by arbitration in accordance with the local or state courts of North Carolina. No arbitration proceedings are allowed under this agreement. This clause shall not prevent Bullwrinkle & Friends and any third-party provider from taking legal action before ordinary courts in the Customer’s jurisdiction for the collection of payment under the Agreement or enforcement of Bullwrinkle & Friends and any third-party providers’ intellectual property rights.
14. SEVERABILITY
If any provision in these Terms is invalid or unenforceable, then the remaining portions of this Agreement will remain in full force and effect.
15. NO AGENCY
If any provision in these Terms is invalid or unenforceable, then the remaining portions of this Agreement will remain in full force and effect.
16. ASSIGNMENT
Bullwrinkle & Friends and any third-party provider may assign its rights or delegate it obligations under the Agreement, or any parts thereof, to any Affiliate or third party. Customer may not assign this Agreement without Bullwrinkle & Friends and any third-party provider’s prior, written consent (including by way of merger, asset sale, stock sale, or other reorganization).
17. ENTIRE AGREEMENT
These Terms, together with the Order Form and, if applicable to Customer, are the entire agreement between Bullwrinkle & Friends and any third-party provider and Customer with respect to the subject matter of this Agreement and supersede all prior and contemporaneous oral or written agreements with respect to such subject matter.
18. PRIVACY
Bullwrinkle & Friends and any third-party provider are the controllers with respect to the processing of personal data concerning users of the Platform. Bullwrinkle & Friends and any third-party provider process such data in accordance with Bullwrinkle & Friends and any third-party provider’s Privacy Policy. Bullwrinkle & Friends and any third-party provider is the processor with respect to the processing of personal data contained in the User Content which the Customer uploads to the Platform and makes accessible to Bullwrinkle & Friends and any third-party provider as part of the Services. The Customer warrants that its submission of personal data in connection with the use of the Service is in accordance with applicable legislation, and without limiting anything else in this Agreement, the Customer shall indemnify and defend Bullwrinkle & Friends and any third-party provider harmless for any costs and losses caused by any breach of such warranty.
19. ELECTRONIC COMMUNICATION
The Customer agrees that any notices, agreements, disclosures, or other communications that it receives electronically will satisfy any legal communication requirements, including any requirement that those communications be in writing.
20. CONTACT INFORMATION
The Customer may contact Bullwrinkle & Friends by sending correspondence to the following address or emailing us at the below email address.
Bullwrinkle & Friends
The Idea People, Inc.
irene@bullwrinklekids.com
14311 Reese Blvd., STE A2 #276
Huntersville, NC 28078
Bullwrinkle
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