Wedding & Event Terms & Conditions 

1. Overview

1.1 The Agreement between you (Client) and us (Service Provider) is made up of these General Terms and Conditions (T&Cs) and the accompanying Proposal, along with any subsequent Proposal as agreed upon from time to time. 1.2 The Proposal contains the specific information that is relevant to our unique arrangement with you, and is designed to be read alongside the T&Cs. 1.3 If there is any inconsistency between the T&Cs and the Proposal, the content of the Proposal will prevail to the extent of the inconsistency. 1.4 Any variation to the Proposal must be mutually agreed upon in writing. 1.5 The Agreement will come into effect on the Commencement Date. 1.6 Subject to the nature of the Services being provided, additional special conditions may apply as set out in the Proposal. 1.7 Both parties will ensure that they hold appropriate insurance where applicable, and agree to comply with all Applicable Laws, throughout the duration of the Agreement. 1.8 You acknowledge that you have read and understood the T&Cs and Proposal prior to signing the Agreement and have sought professional and/or legal advice should you require clarification on any aspect of the Agreement.

2. Service and Fees

Please ensure all aspects of this quote are correct. 2.1 The total scope of the Services is as set out in the Proposal, along with the Key Dates for delivery. If Services outside the scope are required, these will be quoted separately at our Hourly Rate. 2.2 A Deposit is due on signing the T&Cs within the timeframe specified in the Proposal. The Services will not commence until the Deposit has been paid. The Deposit is non-refundable regardless of Service delivery. 2.3 The Deposit secures our availability on the Event Date. If the Event Date is postponed for any reason, we cannot guarantee our availability for the future date. You acknowledge that your Deposit may be forfeited at our discretion if we are unavailable on the rescheduled date, and a Cancellation Fee may also apply. 2.4 All Fees will be payable via electronic funds transfer to our nominated bank account within 14 days of receiving a Tax Invoice/on the Payment Dates set out in the Proposal. You will receive a Tax Invoice from us prior to payment being due in each instance. 2.5 The Event requires rental items, there will be an additional Bond Fee payable alongside the Deposit. The Bond Fee will be refunded once the rental items have been returned. If the rental items are not returned in their original condition, or not returned within 72 hours of the Event Date, part or all the Bond Fee will be forfeited at our discretion. 2.6 If the Rental Items are not returned within 7 days of the Event Date or are damaged beyond repair, you acknowledge that any costs associated with replacing the Rental Items will be deducted from the Bond Fee and any outstanding costs will be invoiced to you.

3. Deliverables

3.1 We agree to perform the Services and provide the Deliverables to the best of our ability and in accordance with the Key Dates. 3.2 You agree to provide us with all relevant Client Information we request from you in order to be able to perform the Services. 3.3 You acknowledge that creative expression and direction is at our sole discretion. 3.4 We will provide you with the initial quote. Two rounds of changes to your preferred concept are incorporated into the quoted Fees, and further changes will be subject to our Hourly Rate. 3.5 You acknowledge that our ability to meet the Key Dates is partially dependent on how promptly your feedback is provided. You agree to provide written feedback within five days of our sending the concepts or draft Deliverables to you at any stage. 3.6 You acknowledge that if feedback is not provided within this timeframe, the draft Deliverables will be deemed to be accepted and the incorporation of any additional feedback will be subject to our Hourly Rate. 3.7 You acknowledge that although we will use our best endeavours to abide by your instructions as outlined in the Client Information, we are unable to guarantee that certain Deliverables will be to your exact specifications. 3.8 We may be required to make changes or substitutions to flowers involved in the Services and Deliverables in order to adequately fulfil our obligations, due to availability or quality concerns, which may incur additional costs. We will advise you of these costs before they are incurred. 3.9 We will endeavour to ensure that any changes or substitutions to any part of the Deliverables tie in with the agreed theme and that flowers used are of similar value, however we are unable to guarantee this due to the nature of the industry. 3.10 You acknowledge that any changes or substitutions will be made at our sole discretion. 3.11 You acknowledge that the location where the Services are to take place may be subject to guidelines or restrictions that are outside of our control, which may impact the Deliverables. 3.12 You further acknowledge that we cannot be responsible for the behaviour of any unruly guests or other individuals and any subsequent impact on the Deliverables.

4. Delays and Non Competition

4.1 We will not be liable for any failure to perform the Services or meet the Key Dates to the extent that it is caused by your noncompliance with your obligations under the Agreement or a Force Majeure event. 4.2 If we are delayed or prevented from performing the Services or meeting the Key Dates, either due to your noncompliance with your obligations or a Force Majeure event, including inclement weather, a natural disaster or an epidemic or pandemic situation, we reserve the right to reschedule the Key Dates. 4.3 You acknowledge that rescheduled Services may incur reasonable additional Fees, as determined at our discretion. 4.4 If we are unable to reschedule the Key Dates due to a Force Majeure event, this shall not be deemed a breach of the Agreement. 4.5 If we are unable to perform the Services for any reason and are unable to reschedule the Key Dates, you are entitled to terminate the Agreement and receive a full refund of Fees paid, less deductions for Services already performed. 4.6 If the Services are terminated by you due to cancellation or postponement of the Event and you do not wish to reschedule, or we are unavailable on the rescheduled date, you acknowledge that you may be liable for a Cancellation Fee as set out in the Proposal.

5. Intellectual Property

5.1 All content forming part of the Deliverables that we produce remains our property, no matter its intended purpose. 5.2 We grant you a limited licence to use the Deliverables for the Agreed Purpose on full payment of the Fees. 5.3 You agree not to sublicence, publish, sell or otherwise provide the Deliverables to third parties. 5.4 You acknowledge that all Third-Party Materials are the exclusive property of their respective owners, and where such materials are required to perform the Services, you agree to pay the costs associated with their use.

6. Termination

6.1 We may terminate the Agreement with immediate effect if: a. you do not pay the Fees by the Payment Dates/within the specified timeframe; b. you fail to provide the Client Information within a reasonable time of our request; c. you otherwise breach any obligation under the Agreement; d. you or other individuals behave in a manner that prevents us from safely or comfortably performing the Services; e. we consider that mutual trust or confidence no longer exists; or f. we determine that we are no longer able to perform the Services for any reason. 6.2 If we terminate the Agreement in accordance with clause 6.1(f), we will, at our sole discretion: a. complete all work for which you have paid the associated Fees; or b. refund Fees paid for work not yet performed, or not able to be performed as a result of termination. 6.3 You cannot request a refund if: a. the reason for termination is outside of our control; b. you change your mind; c. you fail to clearly explain your needs to us; or d. you insist on the Services being performed in a way that is against our advice.

6.4 Either party may terminate the Agreement for any reason on providing 30 days’ written notice, or immediately if the other party: a. is unable to meet their obligations due to a Force Majeure event for a period exceeding 30 days; b. commits a material breach of the Agreement that is capable of remedy, and fails to remedy it within 7 days; c. commits a material breach of the Agreement that is not capable of remedy; or d. enters liquidation or administration, or becomes insolvent or bankrupt. 6.5 If the Agreement is terminated: a. our obligation to perform the Services will cease; b. you must immediately pay all Fees payable for the work completed at the date of termination; c. provided you have paid all Fees due, we will provide you with all work completed up to the date of termination that comprises the Services; d. any Fees paid for Services not yet performed may be refunded at our sole discretion; and is not guaranteed.

7. Warranties and Indemnities

7..1 The Services and Deliverables are provided on an “as is” basis, without representation, warranty or condition of any kind (either express or implied). 7.2 Any express or implied warranty or condition relating to the Agreement or its subject matter that are not contained in the Agreement are excluded to the maximum extent permitted by law. 7.3 Nothing in the Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied or imposed by any law that cannot be lawfully excluded, restricted or modified. 7.40If any warranty or condition is implied into the Agreement and cannot be excluded, our liability is limited to resupplying the Services or payment of the cost of having the Services resupplied. 7.5 You agree to indemnify and hold us and our employees harmless from all claims and losses arising from damage, liability, injury or infringement that arise out of any information you supply to us or the Services we perform for you. 7.6 Neither party will be liable or held in breach of the Agreement for any failure to perform its obligations to the extent that said failure is caused by the other party’s noncompliance, negligence or misconduct. 7.7 You acknowledge that we cannot be held liable for damage caused to items or flowers prior to or during the Event for any reason, including extreme weather conditions, nor any damage caused to materials or surfaces by dyed flowers. 7.8 You acknowledge that we will not be responsible for any breach of a third party contract by a supplier, including to the extent that this means the Event can no longer take place. 7.9 Neither party will be liable to the other for any loss or damage arising out of the Agreement, whether foreseeable or not and however caused, with the exception of confidentiality and indemnification obligations. 7.10 We will not be liable for any loss or damage suffered by a third party in connection with the Agreement. 7.11 Each party agrees to take reasonable steps to mitigate any loss, damage or expense it may suffer or incur, arising out of anything done or not done by the other party in connection with the Agreement. 7.12 Our liability to you (including under indemnity) is capped to the return of all Fees paid, and will be reduced to the extent that your acts or omissions contribute to or cause the liability.

8. Confidentiality and Privacy

8.1 Each party agrees that, unless it has the prior written consent of the other party, it will: a. keep the Confidential Information of the other party confidential at all times; b. ensure that any person to whom Confidential Information is disclosed is aware of and complies with this clause; and c. where there is prior consent, inform the other party of any proposed disclosure, including the form of disclosure, within a reasonable timeframe. 8.2 These obligations of confidentiality do not apply to any disclosure that: a. is for the purpose of performing the Agreement or exercising a party’s rights under the Agreement; b. is required by Applicable Law; or c. relates to Confidential Information that is publicly available through no fault of the receiving party, or was rightfully received from a third party without restriction and without the breach of any obligation of confidence. 8.3 Any Confidential Information supplied to us that incorporates personal information will be dealt with in accordance with our Privacy Policy, which is available on our website.

9. Miscellaneous

9.1 Relationship of Parties: We are independent contractors, and the relationship between you and us does not constitute that of a partnership, joint venture or employer and employee. 9.2 Exclusivity: We will be the exclusive provider of the Services over the course of the Agreement, however we may offer similar services to others, solicit other clients and advertise our services at our discretion. 9.3 Non-Disparagement: Without limiting either party’s rights, each party agrees not to disparage the other or provide negative feedback in a public forum (such as social media or an online review platform) at any time during or following provision of the Services. Where one party is dissatisfied, the issue must be dealt with in accordance with the provision of this Agreement relating to disputes. 9.4 Subcontractors :We may use subcontractors to perform some or all of the Services. These subcontractors may be located outside of Australia. 9.5 Disputes: Should a dispute of any kind arise over the course of the Agreement, you agree to contact us so that we can discuss the matter. Both parties will use their best efforts to resolve any dispute in good faith. Failing this, both parties will use their best efforts to resolve the dispute by engaging in mediation in the state where we reside at the time. All costs associated with the dispute, including legal, mediation or arbitration fees, will be borne by you. 9.6 Restraint Period: During the Restraint Period, you agree not to solicit, recruit or otherwise engage any of our subcontractors or employees on any basis. In the event of a breach of this clause, we will be entitled to an agency commission of 25% of the person’s starting salary with you, which will be payable within 7 days of the engagement. 9.7 Notices: Where a party gives notice, it must be done in writing to the email address specified in the Proposal, or by post to the residential or business address specified in the Proposal. For email, the notice will be considered delivered on the date it was sent, unless a delivery failure notice was received. For registered or express post, the notice will be considered delivered within 5 Business Days of being sent. 9.8 Entire Agreement: This Agreement constitutes our entire agreement with you about the subject matter. It supersedes all previous agreements, understandings and negotiations, whether written or verbal. 9.9 Governing Law: The formation, construction, performance and enforcement of the Agreement will be in accordance with the laws in force in the state where we reside. You and we submit to the exclusive jurisdiction of the courts of that state. .10 Execution and Counterparts: The Agreement will become binding when any one or more counterparts of a Proposal, individually or taken together, are signed by the parties. The Agreement may be executed by way of electronic signature, including by clicking “I consent” or similar. If the Agreement is executed in this way, it will be considered an original that has been properly executed. 9.11 Amendment or Variation: Any amendment or variation to the Agreement is not effective unless agreed by you and us in writing. 9.12 Validity: If any provision of the Agreement is held invalid or unenforceable, it will either be severed from the Agreement or replaced by a valid or enforceable provision. If applicable, any new provision will take effect immediately. All other provisions will remain in effect throughout. 9.13 Assignment: You are not permitted to assign the Agreement or otherwise deal with any benefits or rights under it without our prior written consent. Conversely, we may do so without your consent. 9.14 Interpretation: All headings are for ease of reference and do not affect the interpretation of the Agreement. Words in the singular include the plural and vice versa, and references to “including” and similar words do not imply any limit.