Terms & Policies

 

1. Explanation of Goods and Services. Subject to the following terms and conditions, Peak Event Services, Inc. (“Vendor”) shall provide certain equipment (i.e. tents, stages, flooring, dancefloors, and equipment necessary to operate the Event)(collectively “Equipment”) and services to Client specified in accordance with the written Explanation of Goods & Services (“EG&S” or the “Agreement”) agreed to between you as the Client and Vendor (hereinafter each a “Party” and collectively, the “Parties”) for the event set forth in the EG&S (the “Event”). For the purposes of hereof, the term “Agreement” shall include these Terms and Conditions and any other appendices or exhibits attached to the Agreement. If there is any inconsistency between these Terms and Conditions and the EG&S, the EG&S shall govern the Parties performance with respect to the Equipment provided and services being performed. Client acknowledges and agrees that Vendor shall control the manner, means and methods by which Vendor shall provide said Equipment and perform said services.

2. Customer Obligations. Client shall:

A. designate one person to serve as the primary contact and the Client’s authorized representative with respect to all matters pertaining to these Terms and Conditions, with full authority to act on behalf of and to bind Client. This designation shall remain in effect through the date of the Event and thereafter until the obligations of the Parties hereunder are completely satisfied and the Agreement to which these Terms and Conditions are attached is of no further force or effect.

C. cooperate with Vendor in the performance of the services and delivery of the Equipment under the Agreement and coordinate all means to provide access to the Event venue or Client’s premises at the appropriate time for Vendor to set up and breakdown the Event and to remove Vendor’s Equipment without delay or interruption from any person or entity.

D. prepare the site for Vendor’s installation by moving all of Client’s furniture, garden and landscape tools and accessories, urns, hot tubs and spas, or any other personal property within any means of access or in the area where the Tent or Equipment is to be set up;

E. take all steps necessary, including marking private underground utilities, maintaining markings and flags necessary for utility marking, any required licenses, permits or consents necessary to prevent delays caused by Client in Vendor’s provision of the services and delivery of the Equipment.

F. be solely responsible for, and liable to, Vendor for the return of all Equipment in good condition, operational and without damage of any kind, and shall pay Vendor for the cost of any broken or damaged Equipment within ten (10) days of receipt of an invoice from Vendor. All such payments shall be by wire, check or credit-card, and if not timely paid within thirty (30) days of the invoice, shall bear interest at the rate of eighteen (18%) per annum.

G. immediately discontinue the use of rented Equipment if it becomes unsafe or in a state of disrepair at no fault of Client or Client’s employees, family members, guests, attendees, other vendors, suppliers or service providers. Client shall immediately notify Vendor of the facts of such unsafe condition. Vendor may, at its sole discretion make the items operable within a reasonable time, or provide a like item if available, make a like item available at another time, or adjust rental charges. This provision does not relieve Client from Client’s obligations under the Agreement.

H. protect the Equipment from damage, breakage, unauthorized or improper use, theft or loss while in Client’s possession or control.

J. not sublease, rent out or otherwise attempt to loan for remuneration any Equipment rented from Vendor.

K. Client agrees to assume all risk and agrees to hold Vendor harmless from and against any and all claims, losses, liabilities and damage, and all costs and expenses, including reasonable attorneys’ fees, arising directly and indirectly out of or relating to:

•  the delivery, loading, unloading, erection, installation, dismantling, and use of rented Equipment.
• contact of unmarked underground utilities, pipes, or any condition on Client’s or such third party’s property where the Event is to be held.
• all necessary surface or subsurface repairs.
• any injury or damage during use of rented Equipment.

3. Exclusivity. Client hereby agrees that Vendor shall be the sole provider of Tents and related Equipment for the Event. Dance floors, flooring or staging shall not be provided by anyone other than Vendor.

4. Payment of Fees and Expenses: Client agrees to pay Vendor’s fees in accordance with the following schedule unless a terms agreement is in place:

3.1 Agreement Fees.

1. _50__% of the full contract price set forth in the Agreement shall be due upon signing the Agreement;

1. All orders are to be paid in FULL, before the time of delivery or Client pick-up. Equipment will not be released or delivered until the Agreement is paid in full and the Agreement is executed. Payment must be made in advance by personal check (if there is time for such check to clear), wire, credit card or cash. Delivery personnel will not accept payment.

3.2 Pricing; Additional Costs. Pricing is subject to change without notice until the Agreement is signed. Prices represented on the Agreement represent the rental period set forth therein. If Client wishes to rent items for an extended period of time, please contact the Vendor for additional pricing and rates.

In addition to the charges and costs set forth on the EG&S, Client shall pay Vendor for all charges in accordance with Vendor’s rate then in effect for the following services:

• a paid per diem rate and or provided meals and delivery of the same may be required for all of Vendor’s employees and contractors performing installation, and breakdown work when such employees and contractors are on or traveling to the Event site.
• Service calls may be billed
• Site planning and preparation in certain circumstances and its associated travel
• Last minute or rush orders
• Additional labor and materials as a result of extreme weather conditions

3.3 Payment Address. Unless otherwise specified herein, or required by Vendor to be immediately paid, all payments shall be payable to PPC Event Services, Inc. and sent to:

PEAK Event Services
36 Cabot Road
Woburn, MA 01801

Vendor may bill Client the reasonable cost of the following out-of-pocket expenses incurred on Client’s behalf by Vendor including all extraordinary travel costs, labor, materials, and express or air freight where required.

Client is responsible for all Event expenses, including transportation, labor, rental items, meals for Vendor’s employees and contractors, custom built items and all items identified in the scope of the Event as set forth in the Agreement.

For all expenses subcontracted and invoiced through Vendor, Client agrees to pay on the following schedule unless a terms agreement is in place:

A. All deposits required at the time of signature of the contract;

B. The balance is due prior to the start of INSTALL (not the event date)

C. If any portion of the pricing and the payments set forth herein were based on estimates, the remaining cost, if any, of the actual total cost of said expenses shall be paid within 15 days after the Event.

5. Use of Equipment. Client agrees that the Equipment and other items will be used only at the address listed on the Agreement as the location of the Event, and only for the purpose for which it was intended and manufactured. Subleasing or improper use is prohibited. Under no circumstance will Vendor be liable or responsible for injury or damage resulting from failure or defect of rented Equipment.

6. Installation. Client hereby acknowledges that the installation and removal of Tents and other Equipment will involve the use of heavy machinery, trucks and equipment and that Vendor shall not be liable for any damage to landscaped or hardscaped areas resulting from the installation and removal of the Tent and such other Equipment. Vendor hereby agrees to coordinate such installation and removal with Client to minimize the damage to such areas, to the extent feasible, but Client is solely liable for any restoration or damage to the same.

Returns. Client shall ensure complete access to the Equipment for such pick-up at the appropriate times.

7. Confidential Information.

All non-public, confidential or proprietary information of Client (“Confidential Information”), including, but not limited to, the date and location of the Event, business information such as strategy, earning results, pricing, product launch or other sensitive data, guests lists, celebrity guests, designs, methods, subscribers, customers, partners, suppliers, strategy, plans, opportunities, finances, research, development, know-how or personnel and other information relating to the Event disclosed by Client to Vendor, whether oral, written, electronic, magnetic, visual or otherwise, including without limitation, information acquired by Vendor from any Client’s employees or agents is confidential information and may not be disclosed or copied unless authorized by Client in writing. Vendor agrees to keep the Confidential Information and all data contained therein or that may be extracted strictly confidential and not to disclose or reveal any of its details to any other person or entity and not to disclose the fact that the Confidential Information has been made available to Vendor, except that Vendor may disclose or permit the disclosure of any Confidential Information to its directors, officers, employees, consultants, vendors, suppliers, and advisors who are obligated to maintain the confidential nature of such Confidential Information and who need to know such Confidential Information for purposes of planning and executing the Event. Vendor agrees that the Confidential Information will be used by Vendor only for the purpose of executing the contracted Event components.

Similarly, Client shall treat the terms of the Agreement as Confidential Information and shall not disclose or reveal the terms of the Agreement to any person or entity.

The provisions of this Section 6 shall survive the termination or expiration of the Agreement.

Tents. Prior to tent setup, site must be clear of all sticks, patio furniture, animal droppings, overhead tree limbs that may interfere, debris, etc. Tents will not be setup under sap producing or fruit trees. All tents installed by Vendor must be anchored to the ground at all times, no exceptions. Vendor is not responsible for any private underground utilities, sprinkler systems, septic systems, etc. If set-up is required on concrete, Vendor may either use concrete anchors, which requires drilling, or a weight system which may require machinery.

8. If the Client or another Vendor of the Client will be rigging from the tent, the Client is responsible for providing Vendor with rigging plans fourteen (14) days in advance of any installation and such plans shall be mutually approved by Vendor and Client before such installation. All rigging plans

Client shall not attach or permit any person or entity to attach anything to the tent without Vendor’s prior written and express approval. If Client violates this provision, Vendor shall be released from all liability, personal injury or damage resulting for the same and any obligations of Vendor to repair, replace etc. under the Agreement shall be null and void and of no further force or effect and Client shall be solely responsible and liable for any damage, personal injury or death result from Client’s or such third party’s actions.

9. Equipment Inspections. All items are to be inspected by Client at time of installation. If there are any problems with the Equipment, Vendor must be notified immediately and in all events, before the Event. Client is responsible for Equipment from time of possession to time of return. Any items not wanted upon delivery shall still be paid for by Client.

10. Emergency Line. If Client does not attempt to contact Vendor directly after Client has had a problem with a rental item, no refund, discount etc., will be given, NO EXCEPTIONS. All calls on weekends and after business hours should be made to: _781.503.2144________________.

11. Warranty; Disclaimers; Limitation of Liability.

17.1 Disclaimer of Warranty. VENDOR HEREBY EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND WHATSOEVER RELATING TO THE SERVICES.TO BE RENDERED AND THE EQUIPMENT TO BE PROVIDED BY VENDOR, WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, VENDOR DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT OF THE VENDOR SERVICES AND EQUIPMENT. VENDOR IS PROVIDING THE EQUIPMENT AND SERVICES TO CLIENT “AS IS”, WITH NO OTHER WARRANTIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF THE TRADE.

17.2 Limitation and Liability.

(a) IN NO EVENT SHALL VENDOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID OR PAYABLE TO VENDOR PURSUANT TO THE AGREEMENT.

(b) Client is responsible for the use of the rented Equipment and assumes all risks inherent to the operation and use of rented Equipment, regardless of cause, including without limitation, any wrongful attachment to, or use of the tent pursuant to Section 13 above. If items of Equipment are lost, stolen, or damaged while in Client’s possession or control, Client will assume all costs of replacement or repair, including all labor costs. Client hereby agrees to assume the entire responsibility for the defense of, and to pay, indemnify and hold Vendor harmless from, and hereby releases Vendor from, any and all claims for damage to property or bodily injury (including death) resulting from the use, operation or possession of the Equipment and other items rented hereunder, whether or not it be claimed or found that such damage or injury resulted in whole or part from Vendor’s negligence, from the defective condition of the items//Equipment, or any other cause.

(c) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, DATA OR GOODWILL) ARISING IN CONNECTION WITH THE AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY OR NEGLIGENCE, OR OTHER ACTIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

12. Equipment Failure. Client agrees to immediately discontinue the use of rented items should it at any time become unsafe or in a state of disrepair, and will immediately (one hour or less) notify Vendor of the facts of such failure upon Client’s discovery of the same. Vendor agrees at Vendor’s sole discretion and subject to availability and the ability to do so, to make the items operable within a reasonable time, or provide a like item if available, or make a like item available at another time, or adjust rental charges except where such failure is caused by Client or any other person or entity. This paragraph does not relieve Client from performing all obligations of the Agreement. In all events, Vendor shall not be responsible for injury or damage resulting from failure or defect of rented Equipment or items.

13. Severe or Inclement Weather. Client hereby acknowledges and agrees that Client is solely responsible for managing the “Event” as it relates to severe and/or inclement weather and shall have alternative plans and arrangements in place if such weather makes occupancy of the Tent or any other Equipment inoperable. Vendor shall have no liability or responsible for wet floor surfaces (whether installed by Vendor or otherwise) inside the Tent or providing access to the Tent and hereby fully discloses that such surfaces may become extremely slippery when wet.

If Client’s severe/inclement weather plans require any additional labor and materials from Vendor, such accommodations will be performed at an additional expense and upon mutual agreement of Vendor and Client, provided that such are discussed and agreed to well in advance of the Event.

VENDOR HEREBY ADVISES CLIENT, AND BY SIGNING THE PROPOSAL, CLIENT HEREBY ACKNOWLEDGES AND AGREES THAT CLIENT HAS BEEN FULLY INFORMED AND UNDERSTANDS THAT IN ALL CIRCUMSTANCES WHERE WINDS SHALL BE 38 MPH OR ABOVE, OR IN THE EVENT OF LIGHTNING. CLIENT SHALL CAUSE ALL TENTS TO BE IMMEDIATELY AND SAFELY VACATED AND THAT ALL GUESTS SHALL BE MOVED TO A SAFE PLACE. CLIENT HEREBY ACKNOWLEDGES AND UNDERSTANDS THAT VENDOR CANNOT GUARANTY THE SAFETY OF ANY PERSON OR PROPERTY UNDER SUCH CIRCUMSTANCES UNDER THE TENT AND THAT VENDOR SHALL BE AND HEREBY IS RELEASED FROM ANY AND ALL LIABILITY IN THE EVENT ANY INJURY OR DEATH TO PERSON OR DAMAGE TO PROPERTY OCCURS AS A RESULT OF SUCH FAILURE TO VACATE. CLIENT ALSO HEREBY ACKNOWELDGES AND AGREES THAT ANY SEVERE OR INCLEMENT WEATHER MAY RESULT IN INCREASED RISK TO DAMAGE TO LANDSCAPED AND HARDSCAPED AREAS WHICH MAY BE CAUSED, BY WAY OF EXAMPLE, FROM A TENT COLLAPSE, EQUIPMENT BEING MOVED, OR ANY OTHER CAUSE TRIGGERED BY INCLEMENT OR SEVERE WEATHER, AND THAT CLIENT IS SOLELY RESONSIBLE FOR THE SAME, REGARDLESS OF HOW SUCH DAMAGE OCCURRED.

14. Termination.

Either Party may terminate the Agreement upon 60 days written notice to the other Party. In case of termination, Vendor shall be entitled to be paid an amount totaling the hours worked by Vendor up to the date of termination and for amounts already paid for the Vendor’s services up to the date of termination, and expenses incurred by Vendor to date whether through third parties or internally. In addition, Client agrees to pay Vendor for all non-refundable charges and deposits or other payments incurred by Vendor for services and/or items purchased for the Event as well as the Vendor’s reasonable costs and expenses incurred to the date of termination.

15. Insurance.

A. Vendor’s Insurance. During the Term and for all periods while Vendor is on the premises setting up or breaking down the Equipment, Vendor shall, at its own expense, maintain and carry insurance in full force and effect with financially sound and reputable insurers, that includes, but is not limited to, commercial general liability with limits no less than $1,000,000 per occurrence and $5,000,000 in the aggregate, including bodily injury and property damage and completed operations, which policy will include contractual liability coverage insuring the activities of Vendor under the Agreement. Upon Client’s or the venue’s request, Vendor shall provide Client with a certificate of insurance from Vendor’s insurer evidencing the insurance coverage specified in the Agreement. The certificate of insurance shall name Client and the independent venue as an additional insured.

B. Client’s Insurance. If the Event is to be held on premises owned or leased to Client, Client shall at its own expense, maintain and carry insurance in full force and effect with financially sound and reputable insurers, that includes, but is not limited to, commercial general liability with limits no less than $1,000,000 per occurrence and $5,000,000 in the aggregate, including bodily injury and property damage and completed operations, which policy will include contractual liability coverage insuring the Event under the Agreement. Vendor shall be named as additional insured within the policy. Upon Vendor’s request, Client shall provide Vendor with a certificate of insurance from Client’s insurer evidencing the insurance coverage specified in the Agreement. The certificate of insurance shall name

16. Miscellaneous.

20.1 Successors and Assigns. The terms and conditions of the Agreement shall inure to the benefit of and be enforceable by each of the Parties and their permitted successors and assigns. Neither Party shall be permitted to assign the Agreement or any right or interest under the Agreement without the other Party’s prior written consent; provided however, no assignment shall be deemed to apply in the context of a change of control or merger or acquisition or sale of substantially all the assets of Vendor to an entity who assumes all obligations under the Agreement.

20.2 Relationship of the Parties. Vendor and Client are independent contractors. Neither Party has the authority to bind or make any commitment on behalf of the other party. None of either Party’s employees are entitled to any employment rights or benefits of the other Party. The Agreement solely benefits the Parties to the Agreement and their permitted successors and assigns and nothing contained in the Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement and in no event shall there be any third party beneficiaries to the Agreement.

20.3 Notices. All notices under the Agreement shall be sent to the Parties at the respective addresses set forth above in writing by hand or by a nationally recognized overnight courier service, or registered or certified mail, return receipt requested.

20.4 Remedies; Waiver. All rights and remedies of the Parties are cumulative. The failure of either Party at any time to enforce or require performance of any provisions of the Agreement will not be construed to be a waiver of such provisions.

20.5 Choice of Law; Forum Selection; Attorney’s Fees. The Agreement and these Terms and Conditions shall be interpreted and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law’s provisions. The Party prevailing in any litigation or arbitration under the Agreement shall be entitled, in addition to such other relief as may be granted, to reasonable attorney’s fees and related expenses incurred in connection with such litigation or arbitration or in a separate action brought for that purpose. The forum for resolving any dispute under the Agreement shall be the state courts in Middlesex or Suffolk Counties and each Party to the Agreement waives any objection to the choice of forum based on venue or to the effect that the forum is not convenient. Each party also waives any right to trial by jury, personal service of any summons, complaint or other process which may be made by other means permitted under Massachusetts law.

20.6 WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THE AGREEMENT, INCLUDING THE AGREEMENT (EG&S), EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THE AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THE AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED THEREBY.

20.7 Force Majeure. No Party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such Party’s (the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”) and is not caused by such Party’s negligence: (a) acts of God; (b) flood, fire, earthquake, forecasted hurricane, snowstorm or other storm event, or natural catastrophes, national pandemics or epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of the Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (i) traffic accidents, vehicle failures; and (j) other similar events beyond the reasonable control of the Impacted Party.

20.8 Entire Agreement; Amendment; Severability. The Agreement, and the Exhibits hereto encompass the entire Agreement between Vendor and Client with respect to the subject matter hereof and supersede all prior representations, agreements and understandings, written or oral. The Agreement may not be modified except by written instrument signed by the duly authorized representatives of both Parties. If any provision, or portion thereof, of the Agreement is or becomes invalid under any applicable statute, rule of law or court order, it is to be deemed stricken and the rest of the Agreement shall remain in full force and effect.

20.10 Headings and Construction: The headings contained in the Agreement have been inserted for convenience of reference only and shall in no way define, limit, or affect the scope and intent of the Agreement. The Parties agree that the Agreement shall not be construed by a court or other tribunal against one or the other based upon which Party prepared or drafted the Agreement.