TERMS & CONDITIONS
The following TERMS & CONDITIONS (“T&C”) are an integral part of the Event Contract by and between MC&A and “CLIENT”. In the event of conflict between the provisions in the Event Contract(s) and T&C below, the T&C shall govern.
Relationship Of The Parties:
It is expressly agreed by the parties hereto that neither MC&A nor CLIENT are employees of the other party for any purpose herein whatsoever but are independent contractors. Nothing contained in the Will Call Order(s) shall be construed as a partnership or joint venture.
Revisions, Updates And Changes:
Each Will Call Order is based on information provided and elements requested by CLIENT as of the date of the Will Call Order. Therefore, CLIENT acknowledges that any misinformation provided to MC&A, or any revision(s), update(s), or change(s) to that particular Will Call Order may affect the final event design, the event elements, and total original price. Additional charges may be applied for rush orders or order revisions.
Risk Of Weather And Other Intervening Causes:
CLIENT agrees to assume the risk of weather (including, but not limited to rain, high surf, or high wind conditions), or any other causes beyond reasonable control which may affect or damage any of the event elements included to the Will Call Order. The damage waiver fee for items damaged will be applied once returned.
Cancellation Or Prevention:
In the event CLIENT unilaterally cancels the Will Call Order under 45 days for whatever reason, it’s obligations thereunder due to no fault of MC&A, the CLIENT agrees to the full rental price without the right to any offset. MC&A in its sole discretion, may agree to a reduced cancellation charge based on the circumstances of the cancellation. The CLIENT also understands that the 50% deposit will also be forfeited – Depicted on Page 3.
Default:
In the event MC&A does not provide all of the contracted event elements, or fails to fully perform its obligations herein, CLIENT may refuse to perform its remaining obligations hereunder and receive reimbursement for amounts already paid for those event elements not provided. However, CLIENT shall not, under any circumstances, be entitled to recover any consequential damages from MC&A including, without limitation, loss of income, business, or profits.
In the event CLIENT does not perform fully all of its obligations under the Will Call Order, MC&A shall have the option to perform or refuse to perform and, in either event, CLIENT shall be liable to MC&A for the full contract price and any additional or incidental expenses MC&A incurs as a direct or indirect result of CLIENT’s breach hereunder.
Indemnification And Hold Harmless:
Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, officers, employees, members, agents, affiliates, successors and assigns from any claims, liabilities, losses, damages and expenses (including, without limitation, attorney’s fees) arising out of the indemnifying party’s negligence, willful misconduct, or breach of the Event Contract.
Nondisclosure Of Proprietary Information:
By signing the Will Call Order and this T&C, CLIENT engages in a specific relationship with MC&A (“the permitted purpose”) and acknowledges that the event elements, event ideas & design concepts contained herein, as well as any supporting collateral material provided (e.g. photos, diagrams, renderings, sound bites, promotional videos and material, etc.), are proprietary to MC&A and therefore, confidential. The confidentiality of all such information shall remain in full force unless and until MC&A specifically agrees in writing to release all or part of it. Any dissemination, duplication, reproduction, replication, simulation, or fabrication of such information for any purpose other than the permitted purpose before, during, or after the event(s) is strictly prohibited without MC&A prior written consent.
Solicitation:
CLIENT agrees that it will not solicit, or help any other person or entity to solicit, any vendors of MC&A.
Governance:
The laws of the State of Hawaii shall govern the Will Call Order(s) and the T&C, and the venue for any legal proceeding or arbitration brought in connection herewith shall be in Maui, Hawaii.
Transfer:
CLIENT may not transfer the Will Call Order to another party without the prior written consent of MC&A.
Payment Policy:
A 50% deposit is required to confirm your Will Call Order. The remaining 50% and or any additional costs owed are due prior to pick up of the Will Call Order and within 30 days of an agreed upon invoice.
Rush Orders:
Goods contracted less than 30 days before a Will Call date may be subject to rush fees. In some cases, goods quoted from original suppliers may no longer be available and whereas alternative suppliers may have higher pricing for said goods, these additional costs will be added. These instances will be discussed with the client on a case-by-case basis to allow the client to proceed with said items or remove them from the contract. MC&A will not absorb these costs on behalf of the client due to the short turn around.
Cancellation:
A cancellation fee will be assessed if Will Call Order is canceled after a booking is confirmed with a signed contract and a deposit as noted below in the cancellation schedule. Any cancellation of the event in its entirety or of items, must be submitted in writing. Upon receipt of notice of cancellation, MC&A, shall have the right to be reimbursed for all existing out-of- pocket expenses related to the production of the program, expenses incurred to produce the event in addition to any nonrefundable deposits made to secure vendors and event elements made on behalf of the client.
- Cancellations within 45 days of the contract, will be subject to 100% cancelation to compensate for loss of revenues. Cancellations made at 60 days of the contract, will be subject to 50% cancelation to compensate for loss of revenues. Cancellations made at 90 days of contract, will be subject to 25% cancelation to compensate for loss of revenues.
Event Elements:
Unless specified, all props and décor items are a rental and must be returned in same condition otherwise MC&A reserves the right to seek a replacement cost. Due to the handcrafted nature of most items, all sizes and shapes are approximate. Colors may vary slightly, due to different material textures and all items are subject to availability. All event element requests/orders from client must be communicated to and agreed to by MC&A no less than 30 days prior to an event in order for us to operate and guarantee all items in the contracts. If orders are received or confirmed less than 30 days from event date, there may be additional costs associated with all items. Additions can be made at no extra charge and subtractions will be held to the terms of cancellation.
Attorneys’ Fees/Governing Law:
This agreement shall be governed by and construed in accordance with the laws of the state of Hawaii where MC&A has its primary office. MC&A and Client shall use their best efforts to settle any controversy, dispute, or claim arising out of or relating to this Agreement, its validity, interpretation, or breach thereof, by negotiation or mediation. If, after 30 days from the first written notice of a dispute the parties are not able to agree on any settlement, such controversy, dispute or claim shall be settled by arbitration. Such shall be held in the county of Oahu where MC&A has its primary office in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be initiated by either Party delivering to the other a written notice of intention to arbitrate. The Arbitrator(s) shall be appointed by and in accordance with the existing procedures of the American Arbitration Association. The arbitration process is binding on the Parties and shall be a final resolution of any such dispute to the same extent as a final judgment of a court of competent jurisdiction. If necessary, Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The substantially prevailing party in any such arbitration, as decided by the Arbitrator(s), shall be entitled to an award of reasonable costs and expenses incurred in connection with such arbitration, including but not limited to attorney fees and expenses, expert and/or consultant fees and expenses, the administration fees and expenses of arbitration, and the compensation and expenses of the arbitrator(s).
Severability or Waiver:
Waiver by either party of any term or condition or breach shall not constitute a waiver of any other term or condition or breach of this Agreement. In the event any provision of this Agreement is held invalid or unenforceable or in the event any provision of this Agreement is held invalid or unenforceable in a particular application, then neither the remaining provisions of this Agreement nor other applications of the provisions involved shall be affected thereby.
Restrictions on Assignment:
Neither party will assign any of its rights or obligations under this Agreement, in whole or in part, without the written consent of the other party except in the event of a merger, consolidation or sale of assets of either party where the surviving entity continues in the same or substantially similar business as that party, no consent is required. All terms and conditions
of this Agreement will be binding upon the assignee(s) of the parties to this Agreement. Where required, consent will not be unreasonably withheld. Should an assignment of this type take place, the new entity agrees to notify the other party within a reasonable time. All representations and warranties made and indemnities given in this Agreement by either party will survive the termination or assignment of this Agreement.
Entire Agreement:
This Agreement and any other addendum signed by authorized representatives of the parties, represents the entire understanding between MC&A and Client with respect to the matters contained or referenced herein and supersedes all other representations, communications (including, an example but without limitation, the terms of any purchase order issued by Client) and understandings between the parties hereto. Any additional vehicles, props, personnel, amenities or services that may be added to those set forth in the Contract, or any attached addends, will be subject to all terms and conditions of the Agreement.
Notices:
Any notice pertaining to this Agreement must be in writing and will become effective when delivered and received by the intended recipient by one of the following methods:
- a) Letter sent by certified mail or by overnight carrier, return receipt requested, postage prepaid to intended recipient, or b) Hand-delivered with a signed receipt, or c) Electronic via email or scanned attachment.
PAYMENT POLICY
To confirm this agreement, an initial payment of 50.00% of the total contract amount is required. The remaining balance is due seven (7) calendar days prior to the earliest of, a) the receipt of goods b) or performance of services. Additional payment processing fees may apply.
GENERAL CANCELLATION POLICY
You may remove one or more item(s) from your order, or cancel your entire order, according to the following schedule, but the following cancellation fees will apply, subject to any category- specific cancellation policies:
44 days prior: 100% of contract total, and any initial payment(s) will not be refunded
Days prior refers to the number of days before the dated Will Call Contract.