Print on Demand Services: Terms and Conditions

These Print on Demand Services Terms and Conditions are between You and Clockwise, Inc. (“Clockwise”). By engaging Clockwise to provide Print on Demand Services, You acknowledge acceptance of these Point on Demand Services Terms and Conditions. 


  1. Store Set-Up and Integration.  To receive Print on Demand services from Clockwise, you must first create and maintain an account on an e-commerce platform(s) of Your choosing (Your “Store”) that can integrate with Clockwise. Clockwise is currently able to integrate with:
    • Shopify
    • WooCommerce

After creating Your Store, it must be integrated into the Clockwise system. Clockwise charges monthly fees for the integration of Your Stores.  These fees are available to review here: Integration Fees. These fees are subject to change.

You are responsible for (a) all fees and expenses associated with creating, maintaining, and operating Your Store and (b) ensuring the accuracy of the information on Your Store. 


  1. Product Submission and SKU Management. After creating Your Store and having it integrated into the Clockwise system, you can begin creating products in Your Store. You must include all size and color combinations that you desire for each product. Creating a product in Your Store will submit the product to Clockwise. You can also create a product using the Clockwise app: Create a new product.

When you submit a product to Clockwise, Clockwise will generate a unique stock keeping unit (SKU) number for each size and color combination and send You those SKUs. You must assign each SKU to the corresponding product in Your Store. Because Clockwise identifies Your products by SKU, it is critical that You assign SKUs correctly. Clockwise cannot guarantee that Your orders will be printed accurately or shipped in a timely manner if You do not assign SKUs correctly.


Clockwise will produce Your product consistently, but cannot ensure that its understanding of Your design is accurate. For this reason, Clockwise strongly recommends that You order a sample of each product. Clockwise will adjust its production based on your instructions. Samples can be ordered via Our app: Order a Sample


  1. Production and Shipment. Upon receipt of an order from Your Store, Clockwise will produce the product and ship it to Your customer within five (5) business days. Turnaround times may increase during high volume sales events (including but not limited to client-run sales and major holidays). Due to the high volume of orders Clockwise receives and Our quick turnaround times, order cancellations and order changes, including changes to correct an error made by Your customer in entering the order, will not be accepted after an order is placed.

Clockwise will notify You of key events—for example, when inventory is restocked, or when a new design is ready for Print on Demand—but will not perform any maintenance or data entry required to keep Your Store up to date.


  1. Substitutions.  In the event that a Print on Demand product is unavailable at the time an order is received, Clockwise reserves the right to use an appropriate substitute to ensure Your product is shipped within five (5) business days.  If no appropriate substitute is available for a product, Clockwise will notify You, so that You may choose how to proceed.


  2. Product Defects.  If Your customer receives a product that is defective, Clockwise will print and ship a replacement product at no cost to You. This provision does not apply to products that are damaged or develop defects during shipping.


  3. Returns and Exchanges. Clockwise does not process Print on Demand returns. If You have a customer who would like to make a return, they must return the product to You. Because Print on Demand is a service that keeps no inventory, items cannot be exchanged. If Your customer would like to make an exchange, your Customer must submit a new order.

GENERAL TERMS AND CONDITIONS


ACCOUNT MANAGEMENT


Billing and Payment. As part of opening Your account with Clockwise, You must provide Clockwise a credit card and make a deposit of at least $100.00 into Your account. Clockwise will bill You monthly and withdraw payment from Your account. When Your account balance reaches $25.00, Clockwise will replenish Your account balance to $100.00 (or whatever amount over $100.00 you specify) by charging Your credit card. If You fail to replenish Your account, Clockwise will place all pending customer orders on hold until Your account is replenished.


Customer Service. Clockwise will not respond to customer service requests from Your Customers. Clockwise will forward any customer service request to You by email and will take no further action on the request.


PACKAGING AND SHIPPING


Packaging.  Clockwise packages shipments in poly-mailers, which are suitable for most orders. You may provide Clockwise custom shipping packages, which Clockwise will use at no additional charge. If an order does not fit in a poly-mailer or custom shipping package, Clockwise will use an appropriate shipping package. You will be responsible for the cost of that packaging.  


Fragile items may incur an additional surcharge.  


Custom Inserts.  Clockwise will add an insert to your orders, provided that (a) the insert is to be included with all orders and (b) the insert is worth $0.25 or less. Items worth more than $0.25 are subject to regular pick-and-pack fees. You must deliver inserts to Clockwise in the form You would like them to be sent; Clockwise will not assemble or otherwise modify an insert. If Your inserts require bundling, Clockwise reserves the right to charge an assembly fee.


Free gift promotion items are not inserts, must be assigned a SKU, and are subject to regular pick-and-pack fees.


Shipping. Clockwise will send Your customer a courier tracking number once it is available. Clockwise has no liability for an order once the order has been delivered to a courier.


Shipping Costs. You, or Your customer, are responsible for payment of all shipping costs.  International shipments and shipments to Hawaii or Alaska will incur an additional fee.


International Orders. Clockwise will process and ship international orders in the same manner and time as domestic orders, but is not responsible for delivery times. In addition, Your customer is responsible for any VAT, tariff, duties, taxes, handling fees, customs clearance charges, or any other costs or fees charged for the importation of consumer goods.  


Customer Addresses. Clockwise will ship orders to the address provided by Your customer, without confirming that the address or its authorization for receiving shipments. The shipping address entered must be the final location of the shipment. Due to the high volume of orders Clockwise receives, address changes will not be accepted or granted after an order is placed.


TERMINATION


By Notice. Either party may terminate this Agreement by providing sixty (60) days written notice to the other party. Upon termination and account settlement, Clockwise will return or otherwise dispose of any of Your inventory remaining in stock to You, at Your expense. Clockwise will not prepare or provide any forms, for tax or any other purposes. Clockwise will not sell unwanted inventory on Your behalf.

If You do not provide instructions regarding return or disposition of Your inventory in Your notice of intent to terminate or within seven (7) days of the effective date of termination, 

Clockwise will dispose of Your inventory in any manner Clockwise, in its sole discretion, deems appropriate, which may include sale, destruction, or donation to a charity of Clockwise’s choice. Clockwise reserves the right to retain any and all sale proceeds.


Account Delinquency. If Clockwise is not able to replenish Your deposit for ninety (90) days, this Agreement will be deemed terminated and any of Your items remaining in inventory will be deemed abandoned and Clockwise will be entitled to dispose of such items in any manner Clockwise, in its sole discretion, deems appropriate, which may include sale, destruction, or donation to a charity of Clockwise’s choice. Clockwise reserves the right to retain any and all sale proceeds.


WARRANTY, REMEDIES AND LIMITATIONS ON LIABILITY, AND INDEMNIFICATION.  


No Warranty.  CLOCKWISE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES RELATING TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  


Remedies and Limitation on Liability.  Your sole and exclusive remedy, and Clockwise’s entire liability, shall be for Clockwise to refund all relevant fees paid to Clockwise by You during the six (6) months prior to the event giving rise to the claim.  IN NO EVENT SHALL CLOCKWISE BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF CLOCKWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  CLOCKWISE’S LIABILITY RELATING TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNTS YOU HAVE PAID TO CLOCKWISE  DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RAISE TO THE CLAIM REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.


Indemnification. You agree to indemnify, defend, and hold harmless Clockwise, its owners, officers, employees, agents, affiliates, and successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees, and costs of any kind or amount whatsoever, from any loss or liability arising or related to Clockwise’s provision of services to You.  


HOLIDAY SCHEDULE


Please note that Clockwise observes the following list of holidays, during which time Clockwise will not be printing or fulfilling orders, and which will not be consider business days:

  • New Year’s Day
  • Martin Luther King, Jr. Day
  • President’s Day
  • Memorial Day
  • Independence Day
  • Labor Day
  • Thanksgiving Day
  • Black Friday
  • Christmas Eve
  • Christmas Day
  • New Year’s Eve

In addition, Clockwise will be closed for inventory audit from Christmas Eve through New Year’s Day.


LICENSES AND PERMISSIONS


Intellectual Property. You hereby grant Clockwise a non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable, fully paid-up license to use any of Your materials, intellectual property, information and data to the extent necessary or required to provide You services.


You represent and warrant that any materials, intellectual property, information and data You provide to Clockwise does not infringe in any way, directly or contributorily, any third party’s intellectual property rights, including but not limited to, patent, copyright, trademark, trade secret, right of publicity and proprietary information. 


You retain own all right, title, and interest in and to any intellectual property, information, and data you provide to Clockwise in connection with providing you Print on Demand, Fulfillment, or any other services. Clockwise retains all right, title, and interest in and to any original data, information, methods, software, or other materials or creations created or used in providing services to You.


Promotional Use of Your Products by Clockwise. You agree that Clockwise may use images and descriptions of Your items in its marketing materials and portfolio.  


Third-Party Recommendations. Clockwise may, from time to time and at Your request, make recommendations concerning services or products (whether related to the delivery of Services or not), to  be provided directly to You by third parties, such as e-commerce platforms and credit card processing services. You understand and agree that Clockwise is providing only its own recommendation, and You must rely on Your own best judgment and other available information  to decide whether to enter into a direct relationship with the recommended (or any other) third-party service provider. Clockwise shall have no liability for any failure of, or Your dissatisfaction with, any such third-party service provider.


GENERAL PROVISIONS


Notices. All notices and other communications hereunder must be in writing and shall be deemed to have been duly given if sent to Us with return receipt to legal@clockwise.com or to You at the email address associated with Your account.


Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles.  Any lawsuit, action, or other proceeding that relates in any way to this Agreement or the Services shall be brought only in a state court or a federal district court located in Allegheny County, Pennsylvania. 


Waiver. No delay or failure on the part of any Clockwise in exercising any right, power or privilege hereunder or under any other instruments given in connection with or pursuant hereto shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege.


Severability. If any provision or condition contained in this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable to any extent, such provision or condition will be construed as though such provision or condition did not exist. The remaining provisions of this Agreement will continue in full force and effect. 


Headings. Headings in this Agreement are included as a matter of convenience only, and do not alter or modify the meaning of any subsequent language.


Effect of Purchase Orders. No provisions of a purchase order or similar document shall be applicable if they conflict with or add to the terms of any of Clockwise’s terms and conditions.


Changes and Updates. Clockwise may amend any of its Terms and Conditions at any time by publishing the amendments on its website or otherwise notifying You.


Successors. This Agreement shall operate to the benefit of and shall be binding upon You and Clockwise and our respective successors, heirs and assigns. Neither You nor Clockwise shall assign or otherwise transfer any interest in the Agreement without the prior written consent of the other Party.