In these Terms:
Event means the event at which you require our Services.
Event Location means the location where the Event will take place.
Event Date means the date on which the Event will take place.
Deposit means the 20% deposit of the Price that must be paid on acceptance of these Terms.
Goods means the decoration items which we may, from time to time, provide you, as part of the Services, as set out in the Proposal, or as otherwise agreed between the Parties.
GST means:
(a) the same as in GST Law;
(b) any other goods and services tax, or any tax applying to this agreement in a similar way; and
(c) any additional tax, penalty tax, fine, interest or other charge under a law of such a tax.
GST Law means the same as “GST law” in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Liability means any expense, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.
Payment Terms means the Payment Terms set out in the Proposal or quote provided to you.
Price means the Price set out in the Proposal or quote provided to you.
Services means the scope of services we have agreed to provide to you as set out in the Proposal or quote.
(a) These Terms take effect on and from the date on which you accept the Terms (Effective Date). Any cancellations after the Effective Date must be made in accordance with these Terms.
(b) Subject to these Terms, we will proceed with the provision of the Services in accordance with the Proposal (or as otherwise mutually agreed between you and us).
(c) You acknowledge and agree that the Deposit must be received by us in order to secure our Services for your requested Event Date. No booking of the Event Date is confirmed until we have received payment of the Deposit. The Deposit is non-refundable subject to Clause 7(f).
(a) In consideration of you paying us the Price, we will provide the Services in accordance with these Terms, whether ourselves or through our employees, consultants, suppliers, subcontractors or agents (Personnel).
(b) You may request a change to the Services and/or Goods by providing written notice to us (Variation Request). A Variation Request:
(1) must be made with more than 30 days’ notice before the Event Date and you acknowledge no changes to the Services or Goods can be made with less than 30 days prior to the Event Date;
(2) is subject to our review, which may include a Price variation; and
(3) is not confirmed as a variation until the agreed changes have been made in writing together with any adjustment to the Price (if required).
(c) If there is a problem with the Services and/or Goods which is caused by a breach of these Terms by us (Defect), and you have notified us of the Defect within 24 hours after completion of the Services and/or provision of the Goods, then, to the maximum extent permitted by law, our Liability arising from, or in connection with, the Defect will be limited to us remedying the Defect, or, at our discretion, refunding you that portion of the Price paid by you with respect to the Defect.
(d) We agree to perform the Services with due care and skill and use our best endeavours to comply with your reasonable instructions. Notwithstanding our obligations under this clause, you acknowledge and agree that we will have absolute discretion as to the performance of the Services, including, but not limited to, the placement and positioning of the Goods and floral designs at the Event Location.
(e) While will use all reasonable commercial and professional endeavours to obtain any specific flowers discussed with you, flower availability cannot be guaranteed due to the nature, seasonality and regional availability of flowers. We reserve the right to make reasonable substitutions of equal value where required and will contact you if a substitution is necessary. All other agreed details (including the design style and colour) will be adhered to.
(f) If the Event is impacted by adverse weather conditions, safety and relevant government advice will be our priority. You acknowledge that we will not be liable for any damage to floral designs which occur due to adverse weather conditions.
(a) You agree to comply with these Terms and all of our reasonable requests or requirements.
(b) You agree to obtain, and provide to us, all things reasonably necessary to enable us to provide the Services, including, but not limited to:
(1) access to the Event Location and contact details of the relevant third party service providers engaged by you;
(2) all relevant consents or permits required (including from the Event Location), including for installations of any large floral designs or items that may require anchoring to structures. We will not be responsible for any floral designs that cannot be achieved due a lack of consent or permit; and
(3) where agreed, vases and vessels for flowers that are suitable for use, noting we will not be responsible for any damage or faulty designs due to unsuitable vases or vessels provided by you.
(c) Title and risk of floral arrangements prepared for you will pass to you upon delivery to the Event Location or collection of the florals by you.
(d) As part of the Services, we may, from time to time, provide you with decorative items on a hire-only basis, as set out in the Proposal, or as otherwise agreed between the Parties (Hired Goods). You acknowledge and agree:
(1) that, at all times, we will be the legal title holder and owner of all Hired Goods and you take the Hired Goods as a bare bailee;
(2) that nothing in these Terms is considered to constitute a transfer of legal title or ownership in the Hired Goods from us to you;
(3) to follow our reasonable directions as to the use and return (including transportation) of the Hired Goods immediately after the Event Date;
(4) all Hired Goods must be returned within 48 hours of the Event, unless otherwise agreed;
(5) no Hired Goods must be removed from the Event Location until it is ready to be returned;
(6) you are not permitted to sell, charge or part with any Hired Goods;
(7) you are solely responsible for keeping all Hired Goods in good condition and repair; and
(8) you indemnify us for any losses or damage to any of the Hired Goods regardless of how the loss or damage is caused except to the extent that it is caused by us or our Personnel.
(e) As part of the Services, we may, from time to time, provide you with Goods, as set out in the Proposal, or as otherwise agreed between the Parties. You acknowledge and agree:
(1) title in the Goods will remain with us until you have paid us the relevant Price in full in accordance with these Terms. Until title passes, you must not do anything which seeks to create an encumbrance, lien, charge or other interest on or over the Goods; and
(2) risk in the Goods will pass to you immediately upon your possession of the Goods. Once risk in the Goods passes, you will be solely responsible for the Goods.
(f) You acknowledge that health and safety is extremely important to us as a business. Should you or a guest from your Event test positive to COVID-19 or any subsequent public health related infection or disease, you must inform us as soon as possible.
(a) Words defined in the GST Law have the same meaning in this clause, unless the context makes it clear that a different meaning is intended.
(b) In addition to paying the Charges and any other amount payable or in connection with this agreement (which is exclusive of GST), you will:
(1) pay to us an amount equal to any GST payable from any supply of Services by us in respect of which the Charges or any other amount is payable under this agreement; and
(2) make such payment either on the date when the Charges are due or within three (3) days after you are issued with a tax invoice, whichever is the later.
(a) You must contact us in writing (including by email) immediately if you would like to cancel or reschedule the Services or relocate the Event Location.
(b) Cancellations and rescheduling will be subject to the following charges:
(1) if the Event is cancelled or rescheduled with at least 30 days’ notice prior to the Event Date, we will retain the deposit, but no additional costs will be incurred and all other payments you have made will be refunded in full; or
(2) If the Event is cancelled or rescheduled with less than 30 days’ notice prior to the Event we will retain the deposit and the whole remaining Price is payable regardless of circumstances.
(c) If the Event Location is to be relocated, you must give us written’ notice as soon as possible.
(d) Where the Event is to be relocated or the date to be rescheduled, we will use reasonable endeavours to cater to your request (but are under no obligation to do so). The charges set out at Clause 7(b) apply regardless of whether we are unable to accommodate the new date or the new location.
(e) We will issue you with a new quote to reflect the new Event Location or Event Date where one has been agreed, with your Deposit to be transferred.
(f) We may cancel our Services at any time. We will notify you as soon as reasonably possible if we are required to cancel the Services or reschedule the Event Date. In this instance, you are entitled to a full refund, including the Deposit.
(g) Cancellations which become necessary due to a Force Majeure Event is subject to Clause 13.
(a) As between the Parties, all intellectual property (including copyright) developed, adapted, modified or created by us or our Personnel (including in connection with these Terms or the provision of the Services) will at all times vest, or remain vested, in us.
(b) We grant you a non-perpetual, royalty-free, world-wide and revocable licence to use the intellectual property under clause 8(a) for the sole purpose of fulfilling your obligations under these Terms.
(c) On the Effective Date, you grant us a perpetual, royalty-free, world-wide, unconditional and irrevocable licence to use, develop, adapt and modify (Use) all intellectual property (including copyright) in any materials that you provide to us in connection with these Terms, and you will ensure that any such Use does not infringe any intellectual property rights of any person.
(a) We reserve the right to take photographs of all finished work designed and installed by us, including all florals and Goods at the Event (Photographs). While photographing at the Event, we may take Photographs which include you and/ or your guests.
(b) By accepting these Terms you consent to being photographed by us (or our representatives) and for us to use your name, likeness and image in such Photographs for the purposes of promoting and marketing our Services, including through social media, website, magazines and related publications. We will seek additional consent from you before sharing any personal details about you or your Event publicly.
(c) No remuneration is payable to you for our use of such Photographs.
(d) All Photographs taken by us remain our property.
(e) You release us from any infringement or violation of personal or property rights of any sort based on our use of such Photographs.
(f) If you have your own photographer at the Event, we may request to use photographs or videos taken by your photographer with your consent, with photographer credits acknowledged and displayed.
(g) You acknowledge we are not obligated to use any Photographs.
If you do not wish to be photographed, you must advise us prior to the start of the Event.
Despite anything to the contrary, to the maximum extent permitted by law:
(a) you warrant that you have not relied upon any warranty, representation, statement, offer or documentation made or provided by or on behalf of us, whether before or after the Effective Date;
(b) you agree that these Terms excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in these Terms;
(c) our maximum aggregate Liability arising from or in connection with these Terms will be limited to, and will not exceed, the portion of the Price paid by you to us for the Services and/or Goods the subject of the relevant claim;
(d) we will have no Liability, and you release and discharge us from all Liability, arising from or in connection with any:
(1) loss of, or damage to, any property or any injury to, or death of any person;
(2) event or circumstance beyond our reasonable control;
(3) acts or omissions of you (or any of your guests or third parties engaged by you in connection with the Event);
(4) loss or damage to any items provided by us to you (including to the Hired Goods); and/or
(5) any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data; and
(e) you will indemnify us for and against all Liability arising from or in connection with any default or wrongful act or omission by you or any of your guests or third parties engaged by you in connection with the Event.
(a) Subject to the below, any condition or warranty which would otherwise be implied in this Agreement is excluded.
(b) Our Liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by sections 51 to 53 of the Australian Consumer Law) is limited, in the case of services, to any one of the following as determined by us:
(1) the supplying of the services again; or
(2) the payment of the cost of having the services supplied again.
(a) These Terms will terminate upon written notice by:
(1) either Party at any time, if mutually agreed in writing between the parties;
(2) either party, if the other party breaches these Terms and that breach has not been remedied within 10 working days of being notified; or
(3) you, prior to the commencement of the provision of the Services, and in accordance with clause 7.
(b) On termination of these Terms:
(1) you will immediately pay to us any costs as required under Clause 7;
(2) where termination was due to your breach, you will pay to us all of our additional costs resulting from the termination;
(3) you will immediately return all (if any) property, including confidential information, belonging to us; and
(4) neither party will use any intellectual property (including copyright) belonging to the other party or its Personnel.
(c) Termination of these Terms will not affect any rights or liabilities which a party has accrued under it.
(a) Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting the other Party to seek (in good faith) to resolve the Dispute (unless that Party is seeking urgent interlocutory relief, or the Dispute relates to compliance with this clause).
(b) Confidentiality: You will keep confidential, and not use or permit any unauthorised use of, any of our confidential information without our prior written consent, except where the disclosure is required by law.
(c) Notices: Any notice given under these Terms must be in writing addressed to the relevant address in the Proposal. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
(d) Relationship of Parties: These Terms are not intended to create a partnership, joint venture or agency relationship between the Parties.
(e) Severance: If a provision of these Terms are held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
(f) Entire agreement: These Terms and the Proposal or Quote provided to you contains the entire understanding and agreement between the Parties in respect of its subject matter.
(g) Amendment: These Terms may only be amended by written instrument executed by all Parties.
(h) Survival: Clauses 3(c), 3(e), 3(f), 4(b)(2), 4(b)(3), 4(d)(8), 5(b), 8, 10, 11, 12(b), 13, 14(a) and 14(b) survive termination of these Terms.
(i) Governing law: These Terms are governed by the laws of New South Wales.
