STANDARD TERMS AND CONDITIONS OF SERVICE (GLOBAL)
Last Updated: Provider: JOSE ULISES MORALES FLORES (trading as “Josuli”) Tax ID (RFC): MOFU8512038C2 Address: Ensenada, Baja California, Mexico Contact:
These Terms and Conditions (“Agreement”) constitute a binding legal contract between Josuli (“Provider”) and the entity or individual requesting services (“Client”). By submitting a project, paying an invoice, or instructing Provider to commence work, Client agrees to be bound by these terms.
1. GENERAL TERMS (Apply to All Clients)
1.1 Services: Provider agrees to perform the graphic design, illustration, and color separation services described in the accepted quote (the “Services”). 1.2 Deliverables: Provider shall deliver digital files (e.g., PSD, DCS 2.0, AI, PDF) as specified. Physical goods (screens, films, apparel) are NOT included. 1.3 Revisions: Quotes include rounds of minor revisions. Technical changes requested after final approval (e.g., changing mesh counts) will incur additional fees. 1.4 Payment:
- Currency: All fees are quoted in US Dollars (USD) unless otherwise stated.
- Terms: A 50% non-refundable deposit is required to commence work. Final files are released only upon full payment.
- Late Fees: Invoices overdue by more than 30 days may incur a late fee of 5% per month.
2. INTELLECTUAL PROPERTY & RIGHTS
2.1 Client Warranties (The “Automotive” Clause): Client represents and warrants that they own or have obtained all necessary licenses, permissions, and clearances for any trademarks, logos (e.g., Ford, Monster Energy), or reference images provided to Josuli. Client agrees to indemnify and hold Josuli harmless against any third-party claims of trademark or copyright infringement arising from the use of materials provided by Client.
2.2 Grant of Rights:
- Color Separations: Upon full payment, Client receives a perpetual, non-exclusive license to use the separation files for production. Josuli retains ownership of proprietary separation methodologies.
- Custom Art: Unless explicitly stated as “Work Made for Hire” in a separate written agreement, Josuli retains moral rights and authorship. Client is granted an exclusive license to reproduce the artwork on merchandise.
2.3 Portfolio Rights (The “Humble Brag”): Client grants Josuli a perpetual, non-exclusive right to display the Deliverables and any photographs of the final printed product (sourced from Client’s public social media or provided directly) in Josuli’s portfolio and marketing channels for the sole purpose of self-promotion.
3. DISCLAIMERS & LIABILITY
3.1 Print Results: Screen printing involves variables outside Provider’s control (mesh tension, ink, squeegee pressure). Provider does not guarantee a 100% match between the digital proof and the final print. 3.2 Limitation of Liability: To the maximum extent permitted by law, Provider’s liability is limited to the total fee paid for the specific project. Provider is not liable for cost of goods (e.g., spoiled shirts) or lost profits.
4. COUNTRY-SPECIFIC PROVISIONS
The following clauses apply based on the Client’s location:
A. FOR CLIENTS IN THE UNITED STATES 🇺🇸
- 4.A.1 Independent Contractor: Provider is an independent contractor, not an employee. This Agreement is NOT a “Work Made for Hire” agreement under 17 U.S.C. § 101 unless expressly agreed in writing.
- 4.A.2 Tax Status (W-8BEN): Provider is a non-resident alien for U.S. tax purposes and performs all services outside the U.S. (in Mexico). Payments are generally exempt from U.S. withholding tax under the U.S.-Mexico Tax Treaty. Provider will supply a Form W-8BEN upon request.
- 4.A.3 Disclaimer: EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
B. FOR CLIENTS IN AUSTRALIA 🇦🇺
- 4.B.1 Australian Consumer Law (ACL): Our services come with guarantees that cannot be excluded under the ACL. For major failures with the service, Client is entitled to cancel the contract and receive a refund for the unused portion, or compensation for its reduced value.
- 4.B.2 “No ABN” Withholding Exemption: Provider is a resident of Mexico and does not carry on an enterprise in Australia. To prevent 47% withholding tax under the Taxation Administration Act 1953, Provider will supply a “Statement by a supplier” (NAT 3346) form upon request.
C. FOR CLIENTS IN CANADA 🇨🇦
- 4.C.1 GST/HST (Reverse Charge): Provider is a non-resident of Canada and does not carry on business in Canada. For B2B transactions where the Client is a GST/HST registrant, the Client agrees to self-assess and remit any applicable taxes on imported taxable supplies (Reverse Charge) pursuant to the Excise Tax Act.
- 4.C.2 Waiver: To the extent permitted by provincial law, the parties expressly waive the application of the Sale of Goods Act implied warranties.
5. GOVERNING LAW & DISPUTE RESOLUTION
5.1 Jurisdiction: This Agreement shall be governed by the laws of Baja California, Mexico. 5.2 Arbitration: Any dispute arising out of this Agreement shall be resolved by binding arbitration conducted in English, utilizing an online dispute resolution platform mutually agreed upon, or in the City of Ensenada, Mexico.