NOW, THEREFORE, for and in consideration of the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the terms and conditions set forth below.
- DESCRIPTION OF SERVICES AND GOODS
Designer shall provide the floral services, products and rental items (herein collectively “the Floral Services”) described in detail in the attached Invoice Addendum (herein “IA”), which may be revised from time to time. Any changes or substitutions are subject to availability and approval by Designer, and must be made in writing via an amended IA.
Final Floral Services selections must be made no later than twelve (12) days prior to the Event and Clients shall sign a final IA to indicate their approval. The initial IA, final IA and any intermediate revisions are made a part of this Agreement and incorporated by reference. Additions to the final IA that are requested by Clients less than twelve (12) days prior to the Event are subject to availability and approval by Designer, and will require additional payment at the time of approval by Designer. Any changes to or omissions of Services that result in a lower total Fee shall not exceed a Twenty five percent (25%) reduction from the Floral Subtotal in the initial IA, but Clients may make substitutions or use floral products for other arrangements, subject to Designer’s approval. There shall be no refunds for any Floral Services omitted or cancelled.
Excluded Services: Designer is not a wedding/event planner or coordinator for Clients’ Event, and shall not be responsible for any services normally relegated to a wedding/event planner or coordinator, including but not limited to: wedding/event timeline creation and management; running personal errands for Clients, Clients’ wedding party, or Clients’ Event guests; coordination of the wedding rehearsal, ceremony and/or reception; clean-up of items other than those provided by Designer; and coordination of any third party vendors
- FEES AND PAYMENT
A non-refundable retainer fee (herein “Retainer Fee”) equal to twenty percent (25%) of the total fee indicated on Clients’ IA is required at the time of signing this Agreement. Both this signed Agreement and the Retainer Fee must be received in order to hold the Event date and book Designer’s Floral Services for Clients’ Event. The total fee for Designer’s Floral Services (herein the “Fee”) will depend on the final IA, which shall be finalized no later than twenty one (21) days prior to the Event, as well as any subsequent additions to Clients’ order and any delivery, set-up and breakdown fees incurred in connection with Clients’ Event. In no event shall the final Fee for the Services be reduced by more than Twenty five percent (25%) of the Subtotal stated in the initial IA. Pursuant to state law, Clients shall be responsible for payment of sales tax at the rate of Florida__ percent (_8.5%) of the total Fee.
Final payment is due twenty one (21) days prior Event date. Any additional fees incurred by Clients as a result of additional Floral Services added less than twenty one (21) days prior to the Event; additional delivery, set-up and breakdown fees; and/or Rental Item replacement/damage fees shall be due immediately upon Designer’s tendering of an invoice to Clients. Payments not received by their due date shall incur late fees at the rate of 10% after due date, and failure to tender any payment within fourteen (14) days of the due date shall constitute a material breach of this Agreement and Designer shall be entitled to terminate this Agreement and retain the non-refundable Retainer Fee. Payments shall be made via check payable to FH Weddings & Events.
Fees are calculated based upon all-day access to the Event location(s). Less than all-day access to the Event location(s) may result in additional charges due to the need for additional staff members. Significant changes made during delivery and setup at the Event location(s) shall result in additional labor fees. Additional delivery location(s) or earlier delivery for photographer will result $500.00 fee for additional labor.
Delivery/Setup Fee: The delivery and setup fee is equal or around percent (25%) of the Fee indicated on the final IA. A representative of Designer will be present at the Event venue(s) during the Floral Services setup for the Event and will leave upon completion of the setup. Requests for Designer to return to the Event venue(s) after leaving following completion of setup will result in additional fees, with the amount dependent on the nature of the request.
Breakdown Fee: Extended time past “Event Time End” is an additional fee of 250.00 dollars. For breakdowns starting after 12:30 am, an additional fee of 250.00.
- RENTAL ITEMS
Certain items, including vases, containers and décor items, are rental items (herein “Rental Items”) that must be returned to Designer. Rental Items will be listed on Clients’ IA, and may require an additional deposit payment depending on the value. Any vases, containers, décor items, etc. that are to be retained by Clients or which may be taken home by Event guests will be specifically indicated on the IA (in the absence of such language, ownership of all tangible items is retained by Designer). Any Rental Item deposit made by Clients will returned to Clients within five (5) days of receipt by Designer of all Rental Items in good condition. Clients shall be charged for the repair or replacement costs of all damaged or missing Rental Items, regardless of the cause, with the charges deducted from the Rental Item deposit (if any), or due immediately upon Clients’ receipt of an invoice from Designer.
CLIENT RESPONSIBILITIES & UNDERSTANDINGS
- If Clients are working with a professional event planner/coordinator, Clients shall provide Designer with such person’s contact information upon the signing of this Agreement.
- Clients or Clients’ event planner/coordinator shall provide Designer with the Event day timeline no later than two (2) weeks prior to the Event date.
- Clients shall provide Designer with addresses and directions to all relevant locations and emergency telephone numbers no later than two (2) weeks prior to the Event date.
- Clients shall notify Designer in a timely manner of any changes to schedules, locations or other Event details that may affect Designer. Designer shall not be responsible for any issues resulting from Clients’ failure to notify Designer of any such changes.
- Designer will not be responsible for any of the following, which may result in additional hours billed by Designer, or may result in an adverse impact upon the Event: Designer’s inability to enter the Event venue location(s) at the time stated by Clients due to venue restrictions; delays to setup or breakdown caused by Clients, Clients’ guests, the Event venue location(s) and/or other third party Event vendors.
- Clients shall be financially responsible and reimburse Designer for any and all costs, damages and expenses (including, without limitation, attorneys’ fees and associated costs) resulting from or attributable to any damage to any of Designer’s equipment or materials caused by Clients or any Event guest.
- Clients understand and agree that in the event that Designer determines in its discretion that it has suffered any inappropriate behavior by Clients or any other person affiliated with Clients (i.e. Clients’ family, wedding/event planner or bridal party) during the Event planning process or on the Event day which rises to the level of harassment (physical or verbal) toward Designer or its agents, contractors or employees, the following steps will be taken: first offense: a verbal warning will be issued to Clients; second offense: Designer shall be entitled to terminate Services and in such a situation, Clients expressly agree to release and hold Designer and its agents, contractors and employees harmless from any and all liability as a result of any resulting incomplete Floral Services and Clients agree that all payments tendered up to the point of termination shall be retained by Designer.
- VENUE RESTRICTIONS
Designer and its agents, contractors and employees may be limited by the guidelines or rules of the Event venue management. Clients understand and agree that Designer will abide by such guidelines or rules, and that they are outside of the control of Designer. Negotiation with the venue(s) with respect to modifying the guidelines and restrictions is the sole responsibility of Clients or Clients’ representative, such as a professional event planner/coordinator. Clients’ responsibility to provide ample parking for event truck and event staff, failure to provide ample parking could delay setup. Clients agree to hold Designer harmless for the impact such guidelines or rules may have on the Event.
- LIMITATION OF LIABILITY; INDEMNIFICATION
Clients agree that, to the fullest extent permitted by law, Designer’s maximum total liability for any claims, breaches or damages by reason of any act or omission shall not exceed the amount of the Fee paid by Clients. Clients agree that Designer shall not be liable for any claims for emotional distress, mental anguish, consequential damages, punitive damages, lost profit, loss of enjoyment, lost revenues and/or replacement costs, whether or not foreseeable and/or arising from any negligent act or omission on the part of any person. Designer is not responsible for any product defects or imperfect resources or supplies purchased at the request of Clients that may negatively impact or affect the Event, and Clients waive any right to pursue any claim or cause of action against Designer for such. Designer is not responsible for any items lost, stolen or damaged during the Event, including, but not limited to, personal property of Clients or any guests, gifts, cards and event décor, and Clients agree to hold Designer harmless for any such loss or damage. Clients agree to indemnify, defend and hold harmless Designer and its employees, agents, independent contractors, officers, directors, members and/or managers for any injury, property damage, liability, claim or other cause of action arising out of or related to the acts or omissions of Clients and/or Clients’ Event guests, as well as any injury, property damage, liability, claim or other cause of action arising out of or related to the use of candles, open flame, water-filled containers, hanging décor and similar items. Clients acknowledge and agree that these requirements reflect a fair allocation of risk and that Designer would not enter into this Agreement without these limitations on its liability and indemnification requirements.
- BREACH OF AGREEMENT; TERMINATION DUE TO BREACH
Any Party to this Agreement may terminate the Agreement at any time following the failure of the other Party to cure a material breach within ten (10) days of such terminating Party’s having given the other Party written notice of such breach, or, if the breach is one that cannot be cured within ten (10) days, at any time following the failure of the other Party to commence and continue reasonable and good faith efforts to cure such breach in such period of time as is reasonably practicable under the circumstances, unless the terms of this Agreement otherwise provide for immediate termination following a specific breach (e.g. non-payment by Clients within (7) days of the due date). If Clients terminate this Agreement pursuant to this provision, Designer shall retain the full non-refundable Retainer Fee identified in this Agreement, and shall be entitled to any additional compensation or reimbursement for time spent by Designer in performance of services or for expenses incurred by Designer before the effective time of such termination.
- EVENT CANCELLATION; CHANGE OF HEART; DATE CHANGES
In the unfortunate event that either Client individually or both Clients jointly decide to cancel or call off the Event for any reason, or should Clients have a change of heart for any reason with respect to using Designer’s Floral Services, Designer shall be entitled to retain the non-refundable Retainer Fee identified in this Agreement regardless of when such decision is made. Notice of cancellation of the Event must be given to Designer in writing. In the event that a cancellation or change of heart occurs thirty (30) days or less prior to the Event date, there shall be no refunds and payment in full for any outstanding balance of the total Fee shall be due from Clients within five (7) business days of the notice of cancellation or change of heart.
If Clients decide, for any reason, to postpone or change the date of the Event, official notice must be given to Designer in writing. In order to apply the Retainer Fee and any already-tendered payments towards an alternate date, Clients must select and notify Designer of a new Event date within sixty (60) days of the date of notice of postponement/date change, and any rescheduling is subject to the availability and approval of Designer, and may require additional payment due to changes in costs for products, supplies and labor. If Clients fail to select a new Event date within the 60-day period or should Designer be unable to accommodate the new date selected by Clients, this Agreement shall terminate and Designer shall be entitled to retain the non-refundable Retainer Fee. If Clients fail to select a new Event date within the 60-day period or should Designer be unable to accommodate the new date selected within the 60-day period, and the notice of date change/postponement was made by Clients thirty (30) days or less prior to the original Event date, the Retainer Fee shall remain non-refundable, and payment in full for any outstanding balance of the total Fee shall be due from Clients.
The fees stated above represent a reasonable estimate of the loss suffered by Designer in the event of a termination of the Agreement, as compensation for the reservation of Clients’ original Event date and for services already rendered by Designer prior to the termination, including pre-Event consultation, planning and design services, and floral products, supplies and other tangible items ordered, and are not intended to be a penalty.
- FORCE MAJEURE; SUBSTITUTIONS; INCLEMENT WEATHER
No Party to the Agreement shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to, acts of God (such as hurricanes, earthquakes, floods), fire, power outages, automobile accident, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected. In the event of such a force majeure occurrence impacting Designer’s ability to perform the Floral Services, Should Clients’ Event be, postponed, relocated a minimum of four hour prior to ceremony start time is required, Should Clients’ Event be cancelled, postponed or otherwise adversely impacted as a result of a force majeure occurrence, there shall be no refunds for payments already received by Designer, but Designer will use all reasonable efforts to work with Clients to produce the Event at a later date if necessary, subject to Designer’s availability, and a substitute representative may be present on Designer’s behalf on the rescheduled date. Additional fees will be 45% (percent) of the Total “IA” and due to Designer as a result of a rescheduled event.
Designer reserves the right to substitute flowers should they arrive wilted or damaged, or become unavailable due to reasons beyond Designer’s control, and no refunds shall be issued in the event of such substitutions. Clients acknowledge and understand that flowers are unpredictable and unique by nature, and variations in color, size and shape of the flowers may occur that are beyond the control of Designer, and no refunds shall be issued in the event of such variations. Designer has final say in the overall design, colors, and flowers used. Additionally, flowers are sensitive to heat, sunlight and lack of water, and Clients expressly understand and agree that Designer shall not be responsible for any wilting or damage resulting from environmental conditions or the inherent nature of certain flowers.
In the event of inclement weather such as rain, lightening and high winds, changes to the Event set-up and design may be necessary, such as moving the ceremony and/or reception indoors, and Clients (or Clients’ authorized representative, like a wedding/event coordinator), must ensure that Designer is afforded adequate time to move items indoors if necessary, (adequate time is determined by Designer and must be approved). Clients understand and agree that weather conditions may impact the final Floral Services, and that not every design or set-up can be replicated indoors or in conditions such as high winds, (over 10 MPH). There shall be no refunds for services, arrangements or fixtures (such as arches and aisle décor and fabric draping) that are changed or unused as a result of inclement weather.
- PHOTO RELEASE
Clients agree that Designer may use any images from the Event for display; advertising; Designer’s website, Facebook page and blog; magazine and blog submissions; and any other means of promotion of Designer’s business unless express written notice to the contrary is received from Clients. Clients waive any right to payment, royalties or any other consideration for the use of the images. Clients waive the right to inspect or approve the finished product, including written or electronic copy, wherein Clients’ likeness appears. Designer is hereby held harmless and released and forever discharged from all claims, demands, and causes of action which Clients, their heirs, representatives, executors, administrators, or any other persons acting on Clients’ behalf or on behalf of Clients’ estates have or may have by reason of this authorization.
Designer owns, possesses or controls certain trade secrets and other proprietary and confidential information acquired through the expenditure of time, effort and money, including, but not limited to, proposals, invoices, design renderings, schematics, planning documents, instructional documents and the terms of this Agreement, including pricing, social media reviews, comments web based and any digital formats forgoing. (herein “Confidential Information”). Clients & associates, direct family agree to use all best efforts to protect Designer’s interest in the Confidential Information and keep it strictly confidential. This includes a covenant to not directly or indirectly disclose, allow access to, transmit or transfer the Confidential Information to any third party without Designer’s prior written consent.
- Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and supersedes all prior agreements whether oral or written concerning the subject matter of this Agreement.
- No Implied Waiver. The failure of any Party to require strict compliance with the performance of any obligations, terms and/or conditions of this Agreement shall not be deemed a waiver of that Party’s right to require strict compliance in the future, or construed as consent to any breach of the terms of this Agreement.
- Modifications. Any modification or amendment to this Agreement requires the mutual consent of the Parties, and must be made in writing and signed by all Parties. The Parties may modify or amend this Agreement by way of email, so long as all Parties provide proper acknowledgment of receipt of the email and indicate their acceptance of the revised terms of the Agreement by way of an electronic signature in the following form: “/s/ Party Name”. Email modifications shall not become binding until all Parties have complied with these requirements.
- Notices. Any notice or official communication provided for in this Agreement (such as notices of termination of the Agreement due to cancellation of the Event or Clients’ change of heart regarding Designer’s Floral Services, or notices of postponement or date change) shall be in writing and shall be delivered in person or by registered/certified U.S mail or tracked shipping (via UPS, Federal Express or other major carrier), and said notice shall be effective upon actual receipt by the other Party or within seventy-two (72) hours of mailing/shipping, whichever is sooner. Notices shall be sent to the Parties at the following addresses:
|If to Designer: 1717 W Kennedy Blvd, Tampa, FL 33606|
- Controlling Law; Jurisdiction. The validity, construction and enforceability
of this Agreement shall be governed in all respects by the laws of the State of
Florida, and the Parties expressly agree that any dispute requiring resolution
by a court shall be subject to the exclusive venue and jurisdiction of the
state and federal courts located in Hillsborough County, Florida.
- Dispute Resolution. Any dispute or claim arising under or in any way related to this Agreement, with the exception of recovery by Designer of any unpaid fees from Clients (which may be recovered or collected by Designer via collections, small claims court action, or any other legal remedy available to Designer) shall be submitted to neutral, non-binding mediation prior to the commencement of arbitration or any other proceeding before a trier of fact. The Parties to the dispute or claim agree to act in good faith to participate in mediation, and to identify a mutually acceptable mediator, with the mediation held in Hillsborough County, Florida. All Parties to the mediation shall share equally in its cost. If the dispute or claim is resolved successfully through the mediation, the resolution will be documented by a written agreement executed by the Parties. If the mediation does not successfully resolve the dispute or claim, the mediator shall provide written notice to the Parties reflecting the same, and the Parties may then proceed to seek an alternative form of resolution of the dispute or claim, in accordance with the remaining terms of this Agreement. Following unsuccessful resolution via mediation, any dispute arising under or in any way related to this Agreement, with the exceptions of recovery by Designer of any unpaid fees from Clients and any claims within the jurisdiction of Florida Small Claims Court, shall be submitted to binding arbitration. The Parties shall select a single arbitrator, and the arbitration shall take place in Hillsborough County, Florida. The arbitrator’s decision shall be binding on the Parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any Party prevailing in any arbitration or court proceeding to enforce or interpret the terms of this Agreement or regarding a breach of this Agreement, or any other dispute between the Parties, shall be entitled to receive reasonable attorneys’ fees, in addition to all other relief to which such Party may be entitled.
- Counterparts; Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and which collectively shall constitute one Agreement. Use of email and electronic signatures shall have the same force and effect as an original signature.
- Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If an arbitrator or court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.
- Assignability and Parties of Interest. No Party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other Party(ies), with the exception of Designer’s substitution of a replacement in the event of a force majeure occurrence. Nothing in this Agreement, express or implied, will confer upon any person or entity not a Party to this Agreement, or the legal representatives of such person or entity, any rights, remedies, obligations, or liabilities of any nature or kind whatsoever under or by reason of this Agreement, except as expressly provided in this Agreement.
- Headings. The headings contained in this Agreement are strictly for convenience, and shall not be used to construe meaning or intent.
THE UNDERSIGNED ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH ABOVE. CLIENTS UNDERSTAND AND AGREE THAT THE RETAINER PAYMENT IS NON-REFUNDABLE.