Terms & Conditions
These terms and conditions apply to all sales of products and services made by Strata Company (“Strata”) to its client (“Client”). By purchasing products and services from Strata, Client agrees to be bound by the following terms and conditions and that Client has authorized the purchase. Strata may modify these terms and conditions from time to time. Such modifications of these terms and conditions shall not retroactively affect any orders which have previously been submitted and accepted by Strata.
Entire Agreement. These terms and conditions together with any statement of work (“SOW”) or correspondence between Strata and Client setting forth the work to be performed, and products to be provided by, if any, by Strata shall be referred to as the “Agreement”.
Client Materials. You agree to provide Strata with any necessary materials as outlined in your Statement of Work (“Materials”). You confirm that you have the full rights to use and share all content you provide, and that it does not infringe upon any third-party rights or violate applicable laws. You agree to indemnify and hold Strata harmless from any claims or liabilities arising from the use of your provided content.
Client Intellectual Property means all proprietary logos, brand names, trademarks, trade names, copyrighted images, and other proprietary visual assets provided by the Client or its customers for use in connection with the Program. For clarity, Client IP does not include:
- general layout, structure, or format of the final creative asset to be print and mailed
- generic or commonly used marketing copy, slogans, or calls to action that are not unique to the Client or its customers; or
- any content created or provided by SC independently of the Client. SC shall use the Client IP solely to perform its obligations under the applicable Statement of Work, and solely during the duration of the Program, without the Client’s prior written consent.
Credit Card Payments. Client may elect to pay invoices via credit card. A surcharge of three percent (3%) will be applied to the total amount of any payment made by credit card, including but not limited to payments for services, products, and postage. This surcharge is not greater than Strata’s cost of acceptance.
Late Payments. are subject to fees in the maximum amount allowed by law, and Client will also be responsible for any reasonable costs associated with collection, including legal fees.
Credit Check/Payment Terms. Prior to the commencement of services, Strata will perform a standard credit evaluation of the Client. The Client agrees to provide necessary business information, including legal business name, address, phone number, and DUNS number (if available), to facilitate this process.
The outcome of the credit evaluation may be used to determine applicable payment terms and account conditions. Strata’s standard payment terms are Net 30, unless otherwise agreed in writing. Invoices are expected to be paid in accordance with the established terms.
Strata reserves the right to adjust payment terms or account parameters based on the credit evaluation and ongoing payment history.
Pricing and Taxes. The prices for the SOW do not include any applicable taxes. Client shall pay all federal, state and local sales, use, property, excise or other taxes imposed on or with respect to the SOW. If Client is tax exempt, then Client shall provide Strata with a valid and correct tax exemption certificate prior to finalizing any SOW. Failure to provide an appropriate exemption may result in being charged applicable taxes.
Postage Costs.
- For agreements where the postage is included in the price of the piece, you will be notified of postage increase when we are and the price you pay will be adjusted accordingly when the postage change goes into effect.
- For agreements where postage is charged to you separately the postage costs provided by Strata are estimates based on our understanding of the quantity and concentration of the mailing and are not guaranteed. You will be invoiced for the actual postage costs, which can only be determined when the data is final.
Failure to Pay. If you fail to pay timely or payment becomes overdue, in Strata’s reasonable judgment, or your credit status changes, Strata may: (a) revise payment terms, including requiring payment in advance; (b) suspend delivery of goods or services until outstanding balances are paid; or (c) terminate this Agreement.
Billing Disputes. Unless Client objects in writing to the amount billed in a Strata invoice within thirty (30) days of receiving the relevant invoice, the amount identified in the invoice shall be deemed final and correct in all respects (by failing to timely object to the invoice, Client shall have waived Client’s right and ability to dispute the amount billed in the invoice).
Termination; Destruction of Materials. Strata may cancel this Agreement by providing Client with thirty (30) days prior written notice of the cancellation. If Strata cancels this Agreement, Client will not be responsible for any fees associated with the remaining term. If you have materials in Strata’s possession at the time of cancellation, you must retrieve them within 30 days of notice. Otherwise, Strata will consider abandoned and discard or destroy such Client materials. By not retrieving your materials, you waive any claims related to their disposal.
Force Majeure. Neither Strata, Strata’s subcontractors nor Strata’s or Strata’s subcontractors’ directors, officers, employees and agents shall be responsible for delays or failure to perform caused by events beyond its reasonable control—including but not limited to natural disasters, labor disputes, supply chain disruptions, or acts of war or terrorism (“Uncontrollable Events”). If Uncontrollable Acts occur, Client agrees that Client’s sole remedy shall be to have Strata reschedule the Agreement. Client waives Client’s right to pursue claims and disputes against Strata, Strata’s subcontractors and Strata’s or Strata’s subcontractors’ directors, officers, employees and agents for any damage arising from unforeseeable events beyond reasonable control. Client also waives any right Client would otherwise have to request, demand, or receive payment for such damage (including without limitation any special damages, consequential damages, loss of profits or damage to goodwill).
No Rejection or Return of Goods. Under no circumstance may Client reject or return special order or custom goods (except when such goods do not comply with the written specifications in the SOW and work covered by the SOW).
Warranties. Strata will perform services in a professional and workmanlike manner, consistent with industry standards. Any goods provided will conform to the specifications in your SOW, if applicable. Except as expressly stated above, Strata makes no other warranties—whether express or implied, oral or written, in fact arising by operation of law, course of dealing, or usage of trade —including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, non-infringement, or arising from prior dealings or usage of trade. You acknowledge and agree to waive all such warranties to the fullest extent allowed by law.
LIMITATION ON LIABILITY. Neither party will be responsible for any indirect, special, incidental, punitive, or consequential damages—including, but not limited to, lost profits, loss of data, or business interruption —regardless of how they arise, even if the possibility of such damages was known or foreseeable. Strata’s total liability for actual, direct damages arising out of or related to this Agreement shall not exceed the total amount paid by the client under the specific Statement of Work (SOW) that gave rise to the claim. This limitation applies to all claims, whether based in contract, tort (including negligence), strict liability, or any other legal theory, and constitutes the client’s exclusive remedy under this Agreement.
Entire Agreement; Modifications. This Agreement, including any associated SOWs, represents the complete and exclusive understanding between you and Strata regarding the services and goods provided. It supersedes any prior or conflicting communications, whether verbal or written. Any conflicting or additional terms in a purchase order or other document issued by you are expressly rejected and shall not apply unless both parties agree in writing. Modifications to this Agreement are only valid if made in writing and signed by authorized representatives of both parties.
Jurisdiction; Governing Law. This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles. Any legal dispute arising out of this Agreement shall be resolved exclusively in the state courts of Montgomery County, Pennsylvania, or the United States District Court for the Eastern District of Pennsylvania. Both parties consent to the jurisdiction of these courts and waive any objections to venue or inconvenience of forum.
Prevailing Party. Recovery of Legal Costs. If a legal dispute arises under this Agreement, the party who wins (the “prevailing party”) will be entitled to recover all reasonable attorney’s fees and legal costs. This right applies to all phases of the dispute, including any appeals or efforts to collect a judgment, and will remain in effect even after a court judgment is entered.
Breach; Remedies.
- Client’s Breach. You will be in breach of this Agreement if you: (a) wrongfully reject Strata’s goods or services; (b) fail to make timely payments; (c) abandon or repudiate this Agreement; (d) file for bankruptcy or become insolvent; or (e) violate any other material term. Upon breach, Strata may suspend or terminate services, withhold deliverables, or pursue any remedies available at law or in equity, including under the Pennsylvania Uniform Commercial Code. Strata’s remedies are cumulative, and your obligations continue until all amounts owed are paid in full.
- Strata’s Breach. Strata will be in breach of this Agreement if it: (a) fails to perform its responsibilities under any Scope of Work; (b) breaches any material term of this Agreement; or (c) makes unauthorized use of Client’s intellectual property. Upon Strata’s breach, Client may terminate this Agreement. If terminated for Strata’s breach, Strata shall refund Client for any prepaid, unused services on a pro-rata basis and remain liable for resulting damages, including interest and reasonable attorneys’ fees. Client’s remedies are cumulative and may be pursued concurrently or successively, including those under the Uniform Commercial Code. Strata remains liable until all amounts due to Client are paid in full.
Assignment. You may not assign or transfer this Agreement, in whole or in part, without prior written consent from Strata, which consent shall not be unreasonably withheld. Any assignment without consent will be considered null and void.
Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision will be modified to the extent necessary to make it enforceable. If modification is not possible, the invalid portion will be considered removed, and the rest of the Agreement will remain in full force and effect.
No Right to Setoff. Client shall have no rights, under any circumstances, to set off against amounts due Strata for the SOW.
Compliance with Laws. Each party agrees to comply with all applicable laws and regulations in connection with this Agreement. Certain products, services, or deliverables may be subject to U.S. export control laws or similar laws in other jurisdictions. You agree not to export, re-export, or otherwise distribute any part of the products or services in violation of such laws.
Waiver. The failure of either party to act upon any right, remedy or breach of this Agreement shall not constitute a waiver of that or any other right, remedy or breach. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
Time Limit to Bring Action. Any legal action related to this Agreement must be filed within one (1) year of the event that gave rise to the claim, regardless of any longer statute of limitations that might otherwise apply.
Survival. The termination or expiration of this Agreement does not affect any provisions that are intended to survive, including but not limited to those relating to payment obligations, intellectual property, warranties, limitations of liability, and indemnification. These provisions remain in full force even after the Agreement ends.
Interpretation. This Agreement should be interpreted fairly. Any unclear language will not automatically be interpreted against the party who wrote it.