This Terms and Conditions is Effective from (__/ __/ 2023)

OVERVIEW

Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies, and obligations. By accessing or using Gina Roman Website or services (as defined below), you agree to comply with and be bound by these Terms. Our collection and use of personal information in connection with your access to and use of Gina Roman’s services is described in our Privacy Policy.

All orders, consultation or service request placed by the individual or entity (“Client,” “Client” or “Customer”) for Gina Roman (“Consultant” or “Company”) services are subject to these Terms and Conditions of Service (“Terms”), the order confirmation from Consultant, if any, accepting the order for Project (the “Confirmation”), the Custom Order (as hereafter defined), if any, and the Services Instrument (as hereafter defined), if any, whether or not specifically referenced therein. These Terms, together with any Confirmation, Custom Order and Services Instrument are collectively the “Agreement.” If any provision in a Confirmation, Custom Order or Services Instrument is inconsistent with these Terms, the provision in the Confirmation, Custom Order or Services Instrument, as applicable, shall govern. No order is binding upon consultant until received and accepted by an authorized representative of Gina Roman. Consultant accepts an order by issuing a Confirmation or by beginning to fulfill the project.

Unless otherwise agreed in writing this Contract shall apply to all services and Deliverables provided by the Consultant to the Client.

PRICES

All prices quoted for Gina Roman services shall be effective for thirty (30) days only and are subject to change thereafter without notice. All prices for Standard Services are subject to change at any time without notice, provided that Gina Roman shall not change the prices of any project that is subject to an accepted order, except otherwise agreed. Depending on agreement, prices may not include insurance costs, export/import duties, licenses or fees, or any tax or governmental charge of any nature whatsoever. These may incur additional costs.

PAYMENT TERMS

All accepted orders are conditioned upon credit approval. Unless otherwise specified by the Consultant, all Services shall be invoiced upon the completion of performance, as applicable. Payment terms for special services, unless otherwise specified by consultant, shall be payable within 15 days from the date of invoice. All other amounts owed under any order are due within 30 days from the date of invoice. Any unpaid amount that is past due will bear interest at the lesser of 1.5% per month or the highest rate allowed by applicable law. Client shall reimburse Consultant for all reasonable expenses, including court costs, incurred in enforcing the collection of any amount past due. In addition to all other remedies available under the Agreement or at law, Consultant is entitled to suspend the delivery of any Products or the provision of any Services, under this Agreement or any other agreement between the parties, if Client fails to pay any amount when due hereunder and such failure continues for 15 days following notice thereof.

CANCELLATIONS

A written contract signed by both parties is required for special orders or projects (each, a “Custom Order”). Cancellation, waiver or alteration of a Custom Order may only be made with the written consent of Consultant and, in any event, is subject to an additional charge under the original Custom Order if cancellation, waiver or alteration occurs after design completion and submittal approval. In addition, Client will reimburse Consultant for any non-recoverable costs and/or the amount of any fabrication incurred by Client in the performance of the Custom Order prior to cancellation, waiver of alteration.

RETURNS

Client may not return or reject any commodity or services acquired on behalf of client without specific written authorization from Consultant, in the case of business consulting, and merger and acquisitions. Any return made without such authorization will be rejected. Gina Roman is not responsible for any other expenses incurred by Client due to failure to comply with this Section. To be considered for credit, such commodity or services must meet the conditions set out by Gina Roman during service procurement. Due to the nature of services offered by Gina Roman, it may be sometime difficult to quantify it’s input in the project, hence, rejection for the purpose of money returns for any service offered by Gina Roman shall not be accepted, and will be subject to full payment. When Gina Roman fails to honour the terms of the project contract, the consultant is then liable to return only the payment for any collected credit for services not rendered.

WARRANTY

Please refer to the warranty issued with and for the specific Service purchased. EXCEPT AS SET FORTH IN THE WARRANTY REFERENCED IN THE PRECEDING SENTENCE, CONSULTANT MAKES NO WARRANTY WITH RESPECT TO THE COMMODITY OR SERVICES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Products manufactured by or Services performed by a third party (“Third Party”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Services. Third Party offers are not covered by any warranty offered by Gina Roman. Any warranties made or given by such third parties for the Third-Party offers which are assignable by their terms are hereby assigned by Consultant to Client. FOR THE AVOIDANCE OF DOUBT, CONSULTANT MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY OFFERS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. 

DELIVERY.

Consultant will use reasonable efforts to comply with the delivery date specified in an accepted order, project terms, contract or Confirmation (if any), but any such date is an estimate only, unless otherwise agreed in writing by the parties. Consultant reserves the right to make delivery in instalments.

Title to commodity or services procured shall pass to Client upon delivery to Client at the Delivery point. Claims for unmet expectations or other errors must be made in writing to Consultant within 10 days of Client’s receipt of consultant’s delivery and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Client.

TAXES

Prices do not include any federal, state or local sales, use, excise, value added or similar taxes (collectively, “Taxes”). Client shall pay any and all Taxes applicable to merger, acquisitions, inspection, maintenance, modification, or use of the commodity or procured (other than any Taxes payable on Consultant’s net income), or, in lieu thereof, Client shall provide Consultant with a tax exemption certificate acceptable to the relevant taxing authorities.

SERVICES

Consultant will provide Services as specified in the quotation, if applicable, and in accordance with any other document signed by the parties with respect to Consultant’s provision of Services (a “Services Instrument”). Client must contact Consultant to schedule the performance of any Services at least four weeks in advance.

LIMITATION OF LIABILITY

CONSULTANT SHALL NOT BE RESPONSIBLE TO CLIENT IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF WHATSOEVER NATURE, OR FOR ATTORNEYS’ FEES. LOSS OF USE, LOSS OF MARKET SHARE, OR LOST PROFITS HOWSOEVER THESE MAY BE CHARACTERIZED. IN NO EVENT SHALL CONSULTANT BE LIABLE TO CLIENT FOR ANY AMOUNT WHICH IN COMBINATION WITH ALL CLAIMS BY CLIENT AGAINST CONSULTANT RELATED TO THE AGREEMENT EXCEEDS THE PRICE OF THE PRODUCTS AND/OR SERVICES CONSULTED FOR.

INDEMNITY

CLIENT SHALL INDEMNIFY AND HOLD HARMLESS Gina Roman, AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND OTHER COSTS OF DEFENDING ANY ACTION) THAT IT MAY SUSTAIN OR INCUR AS A RESULT OF THE USE, OPERATION OR POSSESSION OF THE PRODUCTS AND/OR SERVICES BY CLIENT OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, THE NEGLIGENT OR WILLFUL ACT OR NEGLIGENT OR WILLFUL OMISSION OF CLIENT OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR THE ALTERATION OR MODIFICATION OF THE PRODUCTS AND/OR SERVICES OR THE USE OR COMBINATION OF THE PRODUCTS AND/OR SERVICES WITH OTHER OFFERS, DEVICES OR SERVICES BY CLIENT OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES.

INTELLECTUAL PROPERTY

Should a party be deemed liable to the other party, by way of indemnity or by reason of breach of contract or otherwise, the Consultant’s liability shall in aggregate not exceed the price for the Project. In any event, neither party shall be liable to the other party for any consequential, indirect, special, incidental or exemplary damages of any nature whatsoever that may be suffered by the other party.

FORCE MAJEURE

Consultant will not be liable for any delay or failure in the performance of the project under the Agreement, if such delay or failure is, directly or indirectly, caused by, or in any manner arises from, fires, floods, accidents, civil unrest, acts of God, war, strikes, labour difficulties, shortage of labour, fuel, power, materials, or supplies, transportation delays, any law, order, regulation, direction or request of any governmental authority having or claiming to have jurisdiction over Consultant, insurrection, riots, national emergencies, terrorism, or any other causes beyond Consultant’s reasonable control.

COMPLIANCE WITH LAW

In performing its obligations and exercising its rights under the Agreement, Client shall, at all times, act ethically and in compliance with all applicable laws in United States and any jurisdiction in which Client is established or conducts operations relating to the Agreement, including (without limitation) any applicable laws in force from time to time regarding bribery, fraudulent acts, corrupt practices and/or money laundering and any applicable laws in force from time to time regarding import/export regulations, tax and/or customs and duties (the “Import/Export Legislation”). Any orders for Products to be exported from United States shall be accepted subject to Government approval for export where applicable.

GENERAL

Client’s obligation shall be governed by, and construed in accordance with, the internal laws of United States without regard to conflicts of law rules. Client hereby irrevocably agrees that all disputes arising out of or relating to the Agreement hereunder that cannot be resolved by the parties shall be resolved only by the State or federal courts located in United States, Client hereby consents and submits to the exclusive jurisdiction and venue of such State and federal courts and waives any objection or right to contest said jurisdiction or venue or that any such action or proceeding was brought in an inconvenient court.

It is agreed that either party may communicate with the other by electronic means. In the case of a controversy or dispute between a translation of the Agreement and the English language original, the English language original shall control for all purposes. Each party agrees that electronic copies, facsimiles or other reliable reproductions of these Terms may be substituted in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction is a complete reproduction of the entire original writing.

This Agreement shall not be assigned by either party without the prior written consent of the other party; provided, however, that Consultant may assign or transfer this Agreement to any third party in connection with a merger, acquisition, reorganization, sale or substantially all its assets or stock or any similar event, without the consent of Client.

CLASS ACTION WAIVER

You understand and agree that you and Gina Roman may each bring claims in arbitration against the other only in an individual capacity and not on a class, collective action, or representative basis (“class action waiver”). You understand and agree that you and Gina Roman both are waiving the right to pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective, or representative proceeding.

The arbiter shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbiter shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbiter may award declaratory or injunctive relief only in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims.

CONTROLLING PROVISIONS

This Agreement is the entire agreement with respect to the subject matter of any project entered into. NO ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS, OR ANY MODIFICATIONS, CHANGES OR AMENDMENTS TO THE AGREEMENT SHALL BE BINDING, EXCEPT THOSE THAT AN AUTHORIZED REPRESENTATIVE OF CONSULTANT EXPRESSLY AGREES TO IN WRITING. Any additional or different terms or conditions already or hereafter proposed by Client on any Project, in any other writing or communication, or otherwise, are hereby rejected and shall not apply.

The lack of specific objection by Consultant to any additional, modifying or deleting provisions contained in any communications from Client shall not be construed either as a waiver of the terms of the Agreement or as an acceptance by Consultant of any deviation from the terms of the Agreement. The issuance of any order by Client shall be deemed to be Client’s agreement to be bound by the terms and conditions of the Agreement.

Notwithstanding anything to the contrary herein, any clerical and or typographical errors in the Agreement are subject to correction by Consultant without notice to Client.