Terms And Conditions
Last updated: Oct 1 2022
Welcome to Ready Set Cut Inc. (the “Ready Set Cut Website”, or “Website”). These Terms and Conditions (“Terms”) are made between Ready Set Cut Inc. and you (“you” or “your” or “customer” or “client”) and includes your access to and use of the Ready Set Cut website (“Site”) and the products and services (“Services”) that are offered by Ready Set Cut through the Site and by other means including email.
Your Consent
By using the Ready Set Cut Website and Services, uploading any information you acknowledge to have read and understood and agreed to be bound by the terms, you are of legal age to form a binding contract with Ready Set Cut, and you have the authority to enter into this agreement personally or on behalf of the company you have named as the user, and to bind your company to these terms. If you do not agree with these Terms and Conditions, you may not use the Ready Set Cut Website or Services.
Modifications
We reserve the right to update or modify these Terms and Conditions at any time, and such modifications shall be effective immediately upon posting of the modified version on the site, behind the link and page “Terms and Conditions” at the bottom of each page of this website. Your continued use of this website after we have posted the revised Terms and Conditions constitutes your agreement to be bound by the revised Terms and Conditions. If you do not agree to any changes, you shall stop using the site and services.
01 Register Account
In order to make use of our services, you are required to register your account (“Account”). By creating an account, you agree to provide current, accurate identification and other information that may be required as part of this registration process and/or continued use of the services. You are responsible for all activities that occur under your account and are responsible for keeping your account and/or password strictly confidential. We will not be liable for any loss or damage from your failure to maintain security of your password and/or account. We reserve the right to suspend or terminate your account and/or refuse service of anyone at any time without notice for any reason.
02 Request for Quote
In order to start a quotation, we need to receive a 2D file of the part you would like us to manufacture or outsource to one of our manufacturing partners. If you have multiple parts, please upload or send us each individual 2D file in dxf. format. You start your quotation on our website by uploading the 2d file(s) to the instant quote tool on our site or by sending us the 2D file(s) via email, either as an attachment or through the contact form on our website.
All quotations (“Quote”) include an estimate of the fees to manufacture your Product, the delivery date (“Delivery Date”), the shipping terms (“Shipping Terms” or “Incoterms”) and taxes. Unless otherwise explicitly stated on the quote, the quote is only valid for the period stated on the quote.
03 Cancellation and Modification of Order
We reserve ourselves the right to cancel, modify, change your order and/or your specifications at any given time. This cancellation can be due to various reasons including infeasibility of the model, defective file or specification, non-manufacturability of the parts, no available internal capacity as determined by Ready Set Cut. This provision is to the customer’s advantage as it is a check on the durability of the products purchased. In the event of Ready Set Cut cancelling your order, you will be notified either via email or your account and you will be refunded or credited if the order had already been paid for. Any products that are intended to be used for the development or as a device that could be used to cause harm or damage will not be manufactured. Person(s) who upload the files will be held liable for any legal actions.
After placing an order, you may not cancel or modify the order, unless agreed upon in writing by email by Ready Set Cut. We reserve the right to alter your specifications in case we determine that manufacturing is not possible according to your specifications. Should this occur, we will let you know via email or in your account. If you do not respond within two (2) business days we reserve the right to cancel your order. We are not responsible for your design or specifications should it not work or meet the desired needs.
04 Prices
Prices generated on our site are only valid for the moment they are displayed. Pricing errors are possible, should this occur, we are not bound by our offer or quotation and may cancel the order. In this scenario, Ready Set Cut agrees to clarify the mistake upon request. Agreed prices can be increased following government regulations or other coercive measures that were not know at the time the agreement was concluded. Unforeseeable changes in purchase prices for raw materials and currency fluctuations, if any, may also be charged to the customer. If a customer, after having placed the order, wants to include additional specifications or services, this may cause an additional cost and an extension of the delivery terms. Ready Set Cut reserves to change its pricing without prior notice.
05 Payment Terms, Taxes and Prices
Ready Set Cut will not start manufacturing until you have either (a) paid the total fees for us to manufacture the product(s) via our online site, (b) uploaded a valid PO from you or your company or (c) an order is confirmed via email. Ready Set Cut reserves the right to ask for upfront payment (50%) of total Fees and 50% upon completion. In this case full payment must be made in full prior to delivery of products.
If agreed on payment after delivery, the payment is due within 30 days of the issue date of the invoice or delivery date. Should the payment not be entirely fulfilled by the due date, stated on the invoice, we reserve ourselves the right to retrieve all products of this order. If payment is late we will include 3% fee on the total amount of fees per year as well as a fixed compensation
The same terms will apply when Ready Set Cut will not meet her obligations, except for these elements of the obligations of Ready Set Cut which are excluded from any compensation.
Any additional fees related to your order such as, but not limited to, taxes, duties, tariffs, order fees, shipping fees or handling fees incurred after the order placement date will be collectively referred to as “Fees” and payment terms also apply here. They shall be paid by you, unless otherwise agreed to by Ready Set Cut in writing.
In the event of change in material cost after an order has been placed, we will inform you and negotiate the price increase. If we are not able to agree upon this price increase, we have the right to cancel you order, without any liability for any costs or damages occurred as a result of Ready Set Cut being unable to manufacture your order at the initially quoted pricing.
06 Lead Times
Lead Times are only estimates and are not in any way guaranteed. Parties agree that the lead times are not a substantial element of the agreement. Unpredictable factors may cause orders to be delayed, should this be the case Ready Set Cut is not liable for any costs or damages occurred by such an event. If you are on a strict deadline, we strongly advise to contact us directly my email to give you the most accurate lead time possible. Ready Set Cut accepts no responsibility for missed deadlines, costs or damages and is under no obligation to offer a refund or discount should any of these occur.
07 Complimentary Drawing Conversion
Drawings are done on a first come first service basis and lead times depend on the volume of requests and the complexity of the drawing or part. Ready Set Cut reserves the right to decline our “complimentary drawing service” if the file does not meet our input requirements or due to drawing complexity. All drawings produced by Ready Set Cut are the property of Ready Set Cut unless otherwise agreed to by Ready Set Cut in writing. Under no circumstances will Ready Set Cut share or use converted drawings.
08 Shipping & Delivery
Orders are available for pick-up at the Ready Set Cut office at 2484 Dunwin Drive #8, Mississauga, Ontario or can be delivered/sent to your shipping address specified by you in your order. We are not liable for incorrect shipping addresses. All orders will be delivered or sent Ex Works (Incoterms) to the delivery address in the Order. We are not liable for any costs, expenses or damages caused as a result of any Force Majeure Event, including delay in shipping or delivery caused by the shipper or any other cause beyond our control.
09 Use of Subcontracting and 3rd Party Companies
When using our Services, either by uploading your 2D models online, or offline via email, Ready Set Cut will either manufacture or subcontract the order with one or more of its manufacturing partners. You acknowledge and agree that Ready Set Cut is allowed to use any of its manufacturing partners to produce your order and thereby also share your specifications and all other necessary information provided by you with our manufacturing partners in order to process your Parts, manufacture you order or perform our services. Ready Set Cut cannot be held responsible if there are any problems or longer lead times caused by our manufacturing partners.
10 Intellectual Property Rights
The Customer represents and warrants to Ready Set Cut, that any shared information, designs, images, text, trademarks and any other material supplied and/or disclosed to Ready Set Cut are the property of the Client or that the Client has permission from the rightful owner to use and share each of those elements (“Intellectual Property Rights”) with Ready Set Cut and that we will not infringe the intellectual property rights of any third party. Any product or service produced by Ready Set Cut for the Client which infringes intellectual property rights of any third party will remain the liability of the Client and Ready Set Cut cannot be held accountable for any loss, damage claim or expense caused by such an infringement.
By agreeing to these Terms, you also grant Ready Set Cut a non-exclusive, royalty-free and fully paid-up worldwide right and license to use your Specifications, including Intellectual Property Rights, to transfer and share any other shared information to a manufacturer or 3rd party within the Ready Set Cut network, to enable this manufacturer to make the order and grant one or more manufacturing partner within our network the right and license to use and modify any of your elements and Intellectual Property Rights set forth in your Order.
11 Limited Warranties and Liabilities
WE WARRANT THAT YOUR PRODUCT(S) WILL SUBSTANTIALLY MEET WITH YOUR SPECIFICATIONS WITHIN THE LIMITATIONS OF THE CURRENT MANUFACTURING TECHNOLOGIES, DURING THE LIMITED WARRANTY PERIOD OF FIFTEEN (15) WORKING DAYS FROM THE DATE THE PRODUCT(S) ARE DELIVERED. UPON SUCH A CLAIM, READY SET CUT WILL INSPECT THE PRODUCT(S) AND DETERMINE (SOLE REASONABLE JUDGEMENT) THAT SUCH ITEM OR PRODUCT DOES NOT COMPLY, READY SET CUT WILL EITHER (A) REPAIR, REPLACE OR REMANUFACTURE THE NON-CONFIRMING PRODUCT(S) AND DELIVER THEM ALL FREE OF CHARGE, OR (B) REFUND/CREDIT YOU FOR THE TOTAL AMOUNT PAID TO READY SET CUT FOR THE NON-CONFIRMING-ITEM. IF WE DETERMINE AFTER INSPECTION THAT THE PRODUCT(S) COMPLIES WITH ALL YOUR SPECIFICATIONS, YOU WILL BE HELD ACCOUNTABLE FOR REIMBURSING ALL COSTS AND EXPENSES REQUIRED FOR THIS INSPECTION. ALL OTHER WARRANTIES OR REPRESENTATIONS WITH RESPECT TO OUR SERVICES, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW. NO WRITTEN OR ORAL ADVICE OR INFORMATION GIVEN BY US SHALL CREATE ANY KIND OF WARRANTY IN NO EVENT OR CONDITION SHALL READY SET CUT BE LIABLE TO THE CLIENT FOR ANY LOSS OF PROFITS, BUSINESS AND OTHER OR FOR ANY OTHER INDIRECT LOSS OR DAMAGE WHATSOEVER. READY SET CUT MAXIMUM AGGREGATE LIABILITY TO THE CLIENT UNDER THIS AGREEMENT SHALL IN NO CIRCUMSTANCES EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE CUSTOMER.
ALL INFORMATION AND CONTENT ON OR OBTAINED THROUGH THE SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. YOU HEREBY WAIVE ALL OTHER WARRANTIES RELATING THERETO, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, OR WARRANTY AGAINST INTERFERENCE OR INFRINGEMENT. READY SET CUT DOES NOT WARRANT THAT THE USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY ERROR OR DEFECTS WILL BE OR CAN BE CORRECTED. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL USERS.FITNESS FOR A PARTICULAR PURPOSE
12 Site Usage & Restrictions
By agreeing to these Terms and Conditions you agree that you will not violate any contract, intellectual property right or other third party right or commit a tort, and you are the solely responsible for your conduct and usage of our Site and Services.
Copyright and all other proprietary rights in the content of the Site rests with Ready Set Cut or its licensors. Except as otherwise provided, the content published on this Website may be reproduced or distributed in unmodified form for a personal, non-commercial use only. Any other use of content, distribution, modification, reproduction or transmission without prior written consent of Ready Set Cut is strictly prohibited.
You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from our Website or Services. Our rights include rights to (i) the Services developed and provided by us; and (ii) all software associated with the Services. All copyright and other proprietary notices shall be retained on all reproductions.
This Website may provide links to other websites that are not under the control of Ready Set Cut. We shall not be responsible in any way for the content of such other websites. Ready Set Cut provides such links only as a convenience to you, and the inclusion of any link to any such websites does not imply endorsement by Ready Set Cut of the content of such websites.
13 Other Terms
a. Amendment: These Terms set forth the entire agreement and understanding of the Parties relating to the subject matter hereof and supersede any and all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral. In any case, these Terms and Conditions supersede these of the client, irrespective of the naming of these Terms and Conditions. No amendment of these Terms and Conditions shall be binding upon Ready Set Cut unless in writing and signed by Ready Set Cut. If any provision is held to be void or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of these Terms and Conditions.
b. Jurisdiction: This agreement is governed by and construed in accordance with the laws of the province of Ontario.
c. No Waiver: No failure of either party to enforce at any time or for any period any term or condition of the agreement shall constitute a waiver of such term or of that party’s right later to enforce all terms and conditions of the agreement.
d. Severability: If any provision of the agreement is declared by any judicial or other competent authority to be illegal, void, voidable or otherwise unenforceable, or indication of the same is received by either of the parties from any relevant competent authority, such provision shall be deemed severed from the agreement and the remaining terms of the agreement shall remain in full force and effect.
e. Force Majeure: Neither party shall be liable for any delay in performing or failure to perform its obligations under the agreement to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control (an “event of force majeure”) provided that the event of force majeure is not due to the fault or negligence of that party. The Client’s obligation to pay all amounts due under this agreement is explicitly excluded from the provisions of this clause.
f. Publicity: As a user of our Services you consent to Ready Set Cut use of your company name and logo and you agree that Ready Set Cut is allowed to show and distribute images of your files and Product(s) on the Site and via any of our channels, this includes our website and social media channels but it is not limited to these methods. By agreeing to this service we do not need to seek your written permission to distribute images of your files through any of our channels and you are not able to request for pictures to be removed after something has gone live. Accordingly you hereby grant Ready Set Cut a non-exclusive, royalty-free, fully paid, irrevocable and worldwide license to use, modify, reproduce, adapt, publish and create derivative works and publicity displaying your name, logo, trademarks and other specifications in all media formats and channels without any form of compensation.
g. Indemnification: You agree, at your sole expense, to defend, indemnify and hold Ready Set Cut, its employees, its partners, affiliates, distributors, dealers, agents and its and their employees harmless from and against all liabilities, settlements, claims, actions, suits, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees and other reasonable expenses of litigation) arising directly or indirectly from or relating to any claims that result from (i) any breach by the customer of these Terms and Conditions, (ii) any Products or Specifications, including claims related to injury, death or damage to ant person or property caused by the Products.
Consent to Use of Personal Data
By using our Services you agree that Ready Set Cut may collect and use personal data about you. Such information collected through this Website shall only be used for our own records and will never be sent, sold or distributed to any third parties without consent.
We are happy to sign non-disclosure/confidentiality agreements where necessary.
User Generated Content
The term “User Generated Content” when used in these Terms and Conditions shall mean any content uploaded to the Site or sent directly to us by you, including but not limited to all uploaded 2D designs, pictures of your 2D objects, pictures of any model, comments on the Website and specifications provided in your order. All User Generated Content should not be or contain abusive, harassing, threatening, obscene, fraudulent, misleading, offensive, pornographic, illegal or unlawful information or be likely to infringe or infringing on any intellectual property rights. Intellectual property rights means copyright, patent, registered design, design right, trademark, trade secret or any other proprietary or industrial right.
Ready Set Cut has no obligation to review the User Generated Content and can in no way be held responsible for the content of the User Generated Content.
Limitation of Liability
These Terms and Conditions set out the full extent of our obligations and liabilities in respect of the Ready Set Cut Products and Services. There are no warranties, conditions or other terms that are binding on us regarding the supply of Services except as expressly stated in these Terms and Conditions. Any warranty, condition or other term arising out of or in connection with the Services or the delivered models which might otherwise be implied into or incorporated into these Terms and Conditions by statute, common law, laws applicable in the country where you ordered the Services or otherwise (including without limitation any implied term as to quality, fitness for purpose, reasonable care and skill) is hereby expressly excluded to the furthest extend as legally possible.
READY SET CUT WILL NOT BE LIABLE FOR ANY LOSS OF INCOME, LOSS OF PROFITS, LOSS OF CONTRACTS, LOSS OF DATA OR FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND HOWSOEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, WARRANTY OR OTHERWISE. OUR MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS AND CONDITIONS WHETHER IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL IN NO CIRCUMSTANCES EXCEED THE FEE RECEIVED FROM YOU TO READY SET CUT FOR THE RELEVANT ORDER.
Miscellaneous
These Terms set forth the entire agreement and understanding of the Parties relating to the subject matter hereof and supersede any and all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral. For amendments of these Terms and Conditions, see 13.A.
Contact Information
Should you have any questions concerning these Terms and Conditions or our Services, please contact us via mail at support@readysetcut.ca.
The Ready Set Cut Team