Terms of Service

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PLEASE READ THE FOLLOWING CAREFULLY, AS RUNWAY KIT IS MADE AVAILABLE TO YOU SUBJECT TO THESE TERMS OF SERVICE. BY USING RUNWAY KIT, YOU AGREE TO ABIDE BY THESE TERMS OF SERVICE IN ALL RESPECTS. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS OF SERVICE, PLEASE DO NOT USE RUNWAY KIT

Definitions

Concept Sample

physical sample used to test the idea or concept and the type of fabric. The concept sample may or may not be identical in colours to the design developed using the Toolbox or otherwise. The fabric quality will be the same as that selected on the toolbox and such concept sample will only be provided in the base size of the style 

Dashboard

A Messaging board where project related communication would take place. Parties will agree on price, timelines, delivery methods and other specifications on this dashboard 

Customized Designer Tech-Sheet

A simplified detail sheet on designs that contains information such as base measurements, sketch and other design related data

DDP

Delivery Duty Paid as per Incoterms 2010

Fabric Swatch:  

A piece of fabric used to verify its qualities and colours 

Final Goods

The products manufactured in bulk under the Manufacture option with a Minimum Order Quantity of 100 pieces per silhouette and minimum quantity per colour /per size is 25 pieces 

Fit Sample

A physical sample made to understand the fit and aesthetic appearance of the style. The sample is produced using the same fabric quality with available colours for the base size selected by the User 

FOB

Free on Board as per Incoterms 2010

Intellectual Property

Any intellectual property rights including patents, utility models, designs, design rights, copyright (including rights in software), decryption rights, database rights, trade marks, rights pursuant to passing off, service marks, domain names, know-how, rights in confidential information (including technical and commercial trade secrets) and image rights, in each case whether registered or not and including any application for registration and renewals or extensions of such rights in any country in the world 

LDP

Landed Duty Paid as per Incoterms 2010

Manufacture Colour Card

The color card contains solid and print colors which can be used for bulk manufacturing. This color will represent the body fabric of the garment. 

Marketing Sample

A physical sample that resembles the actual garment, which can be used to market the product to prospective consumers 

Parties

Means Runway Kit and the User/You collectively

Pre-Production Samples

A physical sample which shall be produced, for those who wish to proceed with bulk production. The sample will be made with actual fabrics and trims of your choice 

Runway Kit

Online platform https://www.runwaykit.com/, which is hosted by MAS DESIGN INC. a company duly incorporated under the laws of Delaware and having its principal place of business at 450, 7th Avenue, Suite # 707, New York, NY 10123, USA, which offers services under Ready Styles, Sample Making, Manufacture and Custom Design categories 

Standard Design Tech-Sheet

Standard information sheet which contains the customer selected information from the toolbox which can be downloaded (Fabric/Colour/Embellishments and basic measurements). You will also get access to download the following; 

  • Base measurement sheet 
  • Detail sketch of the sample 

Services

Means the services provided under Ready Styles Sample Making, Manufacture and Custom Design 

Size Set Samples

A physical sample used to understand the fit and aesthetic appearance of the style. The manufacturing team will create samples covering agreed size range based on fabric qualities and colours used for the Fit Sample.  

Toolbox

Virtual library that contains information, styles, trims, raw material offered through the Ready Styles option 

Terms

The Terms of Service contained herein

Trim Card

Detail card that contains fabric swatches similar to the actual quality of the User’s design, in available colours and significant trims, to be used for User reference purpose only 

User/You

Means any person, individual or legal entity, visiting and using Runway Kit their services and/or any of their subdomains 

Virtual Catalogue

3D illustrations of the design which will be shared through PDF formats with the identical colours requested by You 

Virtual Prototype Rounds

Design review sessions which will take place through virtual sampling 

General Provisions

Contractual Relationship

Runway Kit and the User are independent contractors, and no agency, partnership, joint venture, employment or franchising relationship is intended or created by these Terms of Service

Governing Law/ Dispute Resolution

These Terms of Service shall be governed by the laws of the State of New York. In the event of any doubt, dispute or difference arising between the Parties hereto concerning these Terms of Service or any matter of whatsoever nature arising thereunder or with regard to this operation or interpretation thereof or the rights, duties or liabilities of either Party shall first be discussed among the Parties hereto in a spirit of mutual cooperation in order to come to a mutually beneficial settlement and endeavour to settle them amicably. Failing amicable resolution of such doubt, dispute or difference by the Parties hereto, the doubt, dispute or difference shall then be finally resolved in the courts of New York.   

Taxes

Taxes applicable for Ready Styles’ package, ‘Sample Making’ package and Bulk manufacturing (under FOB) 

All prices displayed on the Runway Kit platform are exclusive of any applicable local taxes (i.e. applicable local sales tax, VAT and similar taxes). Your final price may be different depending upon the tax that applies to your delivery location. Where Runway Kit applies a different tax rate based on the destination of the services/goods, this will be declared in the checkout. 

When ordering services/goods from Runway Kit for delivery overseas, You may be subject to import duties and taxes that are levied once the services/goods reach your country.  

Any additional charges for customs clearance must be borne by You; we have no control over these charges and cannot predict what they may be. Customs policies vary widely from country to country, therefore You should contact your local customs office for further information. Additionally, please note that when ordering from Runway Kit, You are considered the importer of record and must comply with all laws and regulations of the country in which You are receiving the services/goods. 

Taxes applicable for Bulk manufacturing under DDP/LDP 

RWK will bear the freight and customs duties and will be responsible for clearing the goods. 

 Important  

*All bulk manufacturing Users in the US would need to provide Runway Kit with a resale certificate in the format prescribed by the state of such Userit would be the User’s obligation to obtain the relevant format of such certificate from their state’s sales tax office. The User would guarantee that they are providing Runway Kit with a certificate in the correct format that is acceptable by their State’s sales tax authority.  

If the User is located in AL, AR, AZ, CA, CO, CT, FL, GA, HI, ID, IL, IA, KS, KY, ME, MD, MI, MN, MO, NE, NV, NJ, NM, NC, ND, OH, OK, PA, RI, SC, SD, TN, TX, UT, VT, WA, or WI, they may be able to utilize the Uniform Sales and Use Tax Exemption/Resale Certificate subject to certain restrictions (Annexure 01). Other state specific exemption certificates can typically be found on the state’s department of revenue website 

Should the User fail to provide such certificate, Runway Kit will be forced to charge sales tax as applicable on the invoices raised to such User

Non-Solicitation

You agree that You will not work with any of the manufacturing entities introduced by Runway Kit without the involvement of Runway Kit and the platform.  

Force Majeure

Neither Party shall be in default of their obligations under these Terms or liable to the other Party for any delay or default in performance where occasioned by any cause of any kind or extent beyond its control, including but not limited to, armed conflict or economic dislocation resulting therefore; embargoes; shortages of labor, raw materials, production facilities or transportation; labor difficulties; civil disorders of any kind; action of any civil or military authorities (including priorities and allocations); fires; floods; and accidents. The dates on which the obligations of a Party are to be fulfilled shall be extended for a period equal to the time lost by reason of any delay arising directly or indirectly from: any of the foregoing causes, or inability of that Party, as a result of causes beyond its reasonable control, to obtain instruction or information from the other Party in time to perform its obligations by such dates

Ready Styles

1. Offering

1.1
        Custom-built silhouette library, pre-defined raw materials, sizes, trims allowing You to build your own design using the Toolbox (“Ready Styles”) You are able to customize your logo or trademark only

1.2
        Runway Kit will provide the following services under the Ready Styles option; 

a) One Concept Sample in the base size as shown on the platform 

b) Standard Design Tech-Sheet (to download from the platform) 

c) Manufacture Color Card 

1.3
        The design will not be exclusive to You

1.4
        There shall be no refund of payment in the event You wish to cancel an order once placed and paid for.  

1.5
        In the event You require exclusivityyou must indicate Your intention to   manufacture in bulk with Runway Kit. You will only be entitled to exclusivity in relation to prints and embellishments relating to the design. Please note that there will be a surcharge or MOQ liability for exclusivity as set out in the Manufacture option. In the event You do decide to Manufacture, please see terms relating to Manufacture.

1.6
        In the event You wish to develop new designs outside the ToolboxYou may directly get in touch with our designers using the “Custom Design” option to develop a new design with the direct assistance of our manufacturing entity for a fee as indicated in the Custom Design  option.

2. Method of providing services

2.1
        All communications between the User and Runway Kit will be through the Dashboard

2.2
        Runway Kit will communicate the commencement of work and the action plan through the Dashboard

2.3
        Once payment is made, You will communicate all requirements to Runway Kit within 14 days of payment. Once the order is confirmed, any alternation must be made within the agreed period of days between the Parties and any variation will give rise to surcharges or cancellation of the order with no refund.  All delivery timelines will depend on the date of communication with Runway Kit

2.4
        There shall be no refund of payment in the event You wish to cancel a request/order once placed and paid for

3. Delivery

The Standard Design Tech Sheet will be available to be downloaded on Runway Kit, and Concept Sample and the Manufacture Colour Card relating to your order will be couriered to you, on the delivery date as agreed between the Parties on the Dashboard

4 Liability for Defects/Returns

The recourse available to the User shall be returning the Concept Sample only in the event there is a defect in manufacturing such as faulty stitching, tearing or faulty attachments, in which case a new sample will be sent to You rectifying the faults. The shipping cost of such rectified sample shall be borne by Runway Kit

In any case the User shall inform Runway Kit of the defect within 7 days of receiving the Concept Sample. Runway Kit is not liable to handle defects or returns beyond the above mentioned 7day period

5. Payment/ Method of Payment

The payment for the services shall be in United States Dollars (USD). Runway Kit uses PayPal as its payment platform

6. Intellectual Property

All Intellectual Property provided by Runway Kit to the User, including but not limited to the manufacturing processes, designs and developments provided within the scope of the Ready Styles option, shall be the sole property of Runway Kit.  

The User shall have all right to use the designs for further development or manufacture in any manner it finds to be suitable. No rights are granted in and to the Intellectual Property of Runway Kit. 

SAMPLE MAKING

1. Offering

You may avail of this service offering using:

a)  a design independently developed by You; or

b)  a design developed under the Ready Styles option of Runway Kit using the Toolbox; or

c)  a design developed under the Custom Design option

You must upload onto Runway Kit the following if you are using an independent design as mentioned in a) above:

i.  Detail sketch

ii.  Design sketch/Inspiration Images

iii.  Fabric & trim details

iv.  Base size measurement sheet

v.  Embellishment details (If required)

2. Services

Runway Kit will provide the following services under the Sample Making option:

a)  Two Virtual Prototype Rounds

b)  One Fit Sample

c)  Customized– Design Tech Sheet  

d)  A Trim Card

*You may also avail yourself of the additional features such as extra Fit Samples, Size Set Samples and Virtual Catalogues for an additional fee as specified on the Homepage

3. Method of providing services

3.1
        All communications between the User and Runway Kit will be through the Dashboard

3.2
        Runway Kit will communicate the commencement of work and the action plan through the Dashboard

3.3
        Once payment is made, You will communicate all requirements to Runway Kit within 14 days of payment. Once the order is confirmed, any alternation must be made within the agreed period of days between the Parties and any variation will give rise to surcharges or cancellation of the order with no refund.  All delivery timelines will depend on the date of communication with Runway Kit

3.4
        There shall be no refund of payment in the event You wish to cancel a request/order once placed and paid for

4. Delivery

Two Virtual Prototype Rounds and the Customized- Design Tech Sheet will be made available on Runway Kit. The Fit Sample and the Trim Card relating to your order will be couriered to you, on the delivery date as agreed between the Parties on the Dashboard

5. Returns/ Liability for Defects

The recourse available to the User shall be returning the Fit Sample only in the event there is a defect in manufacturing such as faulty stitching, tearing or faulty attachmentagreed between the Partiesin which case a new sample will be sent to You rectifying the faults. The shipping cost of such rectified sample shall be borne by Runway Kit

In any case the User shall inform Runway Kit of the defect within 7 days of receiving the Fit Sample or any other samplesRunway Kit is not liable to handle defects or returns beyond the above mentioned 7day period

6. Payment/ Method of Payment

The payment for the services shall be in United States Dollars (USD). Runway Kit uses PayPal as its payment platform

7. Intellectual Property

7.1
        In the event the User provides design specifications to Runway Kit;  

a)   All Intellectual Property Rights provided by the User to Runway Kit (“User Intellectual Property”), shall remain the property of the User

b)   User shall grant Runway Kit a limited license to use User Intellectual Property Rights to manufacture Samples. 

 

7.2
        In the event Runway Kit design specifications are used for the manufacture of samples; 

a)   All Intellectual Property provided by Runway Kit to the User, including but not limited to the manufacturing processes, designs and developments provided within the scope of the Sample Making option, shall be the sole property of Runway Kit, unless otherwise agreed between the Parties based on options/packages selected by the User

b)   You shall not acquire any right, title or interest in Runway Kit’s Intellectual Property Rights under the Sample Making option, except a limited license to make further development or manufacture in any manner it finds to be suitable

MANUFACTURE

1. Offering

1.1
        Under this option You may purchase the following services;

  • Marketing Samples
  • Size-Set Samples  
  • Pre-Production Sample/s
  • A Trim card
  • Final Goods

1.2
        You will upload on to Runway Kit the following if You wish to manufacture your own design in bulk:

i  Detail sketch

ii  Design sketch/Inspiration Images

iii  Fabric & trim details

iv  Graded measurement sheet

v  Embellishment details (If required)

vi  Package material details

vii  Graded pattern files for each size (DXF or MDL formats)

viii  Physical Samples

2. Manufacturing Entity

2.1
        Runway Kit shall engage with a manufacturing entity that is recognized for high quality manufacturing as per industry standards and necessary compliance requirements in their country of operation and in the countries, they export to

2.2
        Runway Kit shall subcontract manufacturing services to such selected third parties

3. Method of providing Services

3.1
        All communications between the User and Runway Kit will be through the Dashboard

3.2
        Runway Kit will communicate the commencement of work and the action plan through the Dashboard

3.3
        User and Runway Kit shall agree on design and specifications for manufacturing of the Final Goods. You will communicate all requirements to Runway Kit prior to the payment of the first tranche. Once the order is confirmed, any alternation must be made prior to the payment of the first tranche. Any variation thereafter will give rise to surcharges.  All delivery timelines will depend on the date of communication with Runway Kit

4. Delivery and Acceptance

4.1
        The Marketing Samples, Size-Set Samples, Pre- Production Sample/s and the Trim card relating to your order will be couriered to you, on the delivery date as agreed between the Parties on the Dashboard

4.2
        Delivery of the Final Goods shall be executed in terms of the incoterms (LDP/DDP/FOB) selected by the User on the delivery date as agreed on the Dashboard. You shall accept goods when they are delivered to the destination as informed by You to Runway Kit on the Dashboard.  

4.3
        Runway Kit shall have a tolerance of +/- 2 week on delivery timelines.

4.4
        Title and risk shall pass to You based on the incoterms (LDP/DDP/FOB) selected by You.

4.5
        Whether delivery be measured in terms of weight, or number of articles in bulk, Runway Kit reserves the right to deliver a quantity reasonably deviating from the quantity agreed between the Parties on the Dashboard, such variance for an order quantity above 100 pcs shall not exceed a tolerance margin of approximately Five percent (±5%)If there is a variance above 5%, Runway Kit will deliver and deal with such Final Goods at the cost of Runway Kit 

5. Right of Return

5.1
        In the event, there is a manufacturing fault or the Final Goods do not meet the measurements or specifications agreed between You and Runway Kit on the Dashboard, You must notify such fact to Runway Kit within a period of 20 days of receiving the goods

5.2
        In the event it is established there is a manufacturing fault or the Final Goods do not meet the measurements or specifications agreedYou may request for the rectification of the variance in the Final Goods from the specifications agreed to, and deliver such faulty Final Goods to Runway Kit within the agreed number of days from notifying the same (the cost of delivering such Final Goods to be rectified to Runway Kit and the rectified Final Goods back to the User shall be borne by Runway Kit). Runway Kit shall promptly make arrangements to dispatch the rectified Final Goods back to the User and in any event within the agreed period of time.  Runway Kit shall dispose of any rejected Final Goods

5.3
        Notwithstanding anything above, there shall be an Acceptable Quality Limit (AQL) 1.5% tolerance level for critical claims of defective Final Goods and Runway Kit will not be liable for any rejection of Final Goods for non-conformity with the specifications below the agreed AQL

5.4
        Please note that no Final Goods maybe returned for defects after the time period as set out in 5.1 above

5.5
        In any event, there shall be no refund of payment in the event You wish to cancel an order once confirmed and paid for unless otherwise agreed between the Parties

6. Price and Terms of Payment

6.1
        Runway Kit shall be paid for the supply of the Final Goods at the rates and on the dates and in tranches as agreed between the Parties as per the confirmed quotation on the Dashboard

6.2
         Runway Kit will send a quote to the User. User shall agree to the quote within 7 days of receiving the same. In the event User fails to do so, Runway kit reserves the right to amend the quote

6.3
        Once the User agrees to the quote, Runway Kit will send the invoice, indicating the tranches and the manner in which payment is to be made. The minimum payment for the first tranche will be 80% of the total invoice value

6.4
        If the User fails to make the payment for the first tranche within 10 days of the invoice date, Runway Kit reserves the right to change the indicated prices on the invoice or cancel the order

6.5
        Following the receipt of the payment of the first tranche, the manufacturing of goods will commence

6.6
        You will be required to make payment of the second tranche within 14 days of the 1st payment being made

6.7
        Once the full amount is paid by the User, the order will be completed as per timelines communicated by Runway Kit 

6.8
        Runway Kit reserves the right to change prices on the second tranche, if the User fails to pay the second tranche within 14 days of payment of the first tranche

6.9
        Failure to make payments shall make the User liable to pay Runway Kit liquidated damages in the form of interest at the rate of 10% per annum for each day of the payment being delayed

6.10
          Runway Kit will ship Final Goods after the payment of the final tranche as per agreed timelines on the Dashboard

6.11
          The User shall not make any deductions to or withhold the invoiced amount or any part thereof without the prior written consent of Runway Kit

6.12
          The payment for the services shall be in United States Dollars (USD). Payment shall be made through wire transfer. In the event You wish to pay in any other manner Runway Kit will communicate the additional charges

7. Intellectual Property Rights

7.1
        In the event the User provides design specifications to Runway Kit;  

a)  All Intellectual Property Rights provided by the User to Runway Kit (“User Intellectual Property”), shall remain the property of the User

b)  User shall grant Runway Kit a limited license to use User Intellectual Property Rights to manufacture Final Goods

7.2
        In the event Runway Kit design specifications are used for the manufacture of Final Goods;

a)  All Intellectual Property provided by Runway Kit to the User, including but not limited to the manufacturing processes, designs and developments provided within the scope of the Manufacture option, shall be the sole property of Runway Kit, unless otherwise agreed between the Parties based on options/packages selected by the User

b)  You shall not acquire any right, title or interest in Runway Kit’s Intellectual Property Rights under the Manufacture option, except a limited license to market and sell the Final Goods manufactured within the scope of this option

c)  You shall not at any time use or permit the use of any of the designs or specifications or other Intellectual Property Rights of Runway Kit for the manufacture of any Final Goods with any third Party

8. Liability of the Parties

8.1
        Runway Kit’s Liability is as follows;

a)  Runway Kit shall ensure that its manufacturers shall have all licenses and approvals to carry out its business in the country of manufacture.

b)  Runway Kit shall ensure that the manufacturing entity maintains, at its own expense, a general commercial insurance policy, covering its manufacturing processes and employees.

c)  In any event, except with respect to liability arising from a breach of the confidentiality or intellectual property provisions or indemnification obligations in these Terms of Service, the aggregate cumulative monetary liability of Runway Kit for any and all damages for any and all claims, events or occurrences, notwithstanding the form in which any such action is brought, whether in contract, tort, negligence or otherwise, shall be limited to the unit price of the goods in issue, before duties, taxes and other costs.

8.2
        Your Liability is as follows;

a)  You shall bear all liability pertaining to the Final Goods supplied, subsequent to the delivery thereof to a destination agreed on the Dashboard.

b)  Any permits or licenses as may be required by You to import the Final Goods into Your country shall be Your responsibility; however, your obligations shall not be waived or relieved by the delay, failure to renew or cancellation of any such license or permit.

c)  You shall bear all liability pertaining to any cost incurred by Runway Kit due to You changing any requirements of the Final Goods as agreed between the Parties on the Dashboard.

d)  In the case of an order cancellation, You shall bear all costs/ liabilities pertaining to such order. You shall indemnify and hold harmless Runway Kit from any costs, liabilities and damages arising from a cancelled order due to no fault of Runway Kit.

e)  You shall be liable for and shall hold harmless Runway Kit from any and all suits, claims or action arising as a result of the infringement of any third party rights arising from the use of designs, logos, trademarks provided by You.

Custom Design

Summary

1
        Under this option, You may purchase the following services; 

Selection  Offering   
 
Trend board  4 Trend Boards 
Logo  3 logo options with 3 color ways each 
Color Direction  4 color palettes for the 4 trend boards mentioned above 
Range plan- Technical sketches  12 silhouettes (3 silhouettes per trend above) 
Prints   4 All Over Prints (1 print per a trend, no colorway options) 
Embellishments  4 embellishments (1 per a trend) 
Range plan with prints, colors and embellishments added  12 silhouettes (3 silhouettes per trend above and the same range presented as the technical sketches above) 
3D prototypes  12 silhouettes (3 silhouettes per trend above and the same range presented as the technical sketches above), with prints, colors added 
poly bags and cartons  3 poly bag options, 3 carton options 
Tags  2 options each from the brand label, care label, hang tag 
Fabric and Trims  Fabrics and trims for the 12 silhouettes above  

2
        Runway Kit will connect You with a design and technical experts who will provide the services via the Dashboard

3
        All designs and logos developed will be approved by YouHowever, the design will not be exclusive to You, although the final selected logo design will be exclusive to You

4
        The payment for the services shall be in United States Dollars (USD). Runway Kit uses PayPal as its payment platform

5
        Payment will be made by You as per the value and tranches agreed between the Parties on the Dashboard, based on the services obtained

6
        There shall be no refund of payment in the event You wish to cancel a request/order once confirmed and paid for

7
        All intellectual property in the prints, decorative trims and embellishments developed under Custom Design option shall be the sole property of the User