Terms & Conditions
PRODUCTIONS SERVICES AGREEMENT
As used herein, “MAC” shall mean MAC Productions, Inc., and “Client” shall mean the person or entity which has executed a binding Quotation for services, herein referred to as “quotation for services”. The terms and conditions set forth herein shall be referred to as “Terms and Conditions”.
Delivery: If required, all jobs will have a delivery fee which will be entered by zip code. This delivery fee includes the cost of the vehicle we are using, van or truck, and 1 hour of labor for set-up and strike for small jobs such as setting up a fast-fold screen or other similar jobs where it should only take 1 hour to install. The delivery charge will eliminate the need to charge 1 hour of labor.
Change Orders: To the extent that Client requires or requests services or equipment that exceeds the scope of the Services set forth in the quotation for services, such additional Services shall be set forth on a Change Order (each a “CO”) executed by both parties hereto, which CO shall specify the additional Services to be provided and all additional fees to be charged to Client. In the event of a conflict between any terms and conditions set forth herein and the terms and conditions set forth in any CO, the terms and conditions set forth in the CO shall govern and control.
Payment Terms: Client shall pay all invoices for the Services within ten (10) days after receipt from Company, unless otherwise specified in the quotation for services. Late payments shall be subject to a finance charge of 1.5% (18% annum) per month until paid in full. Any dishonored checks or any other dishonored form of payment shall be subject to returned payment charge of $250.00.
Fees and Taxes: In exchange for the Services performed by MAC, Client agrees to compensate and pay MAC at the fee rates and cost schedule identified and set forth in the quotation for services applicable to such Services. Such rates are exclusive of any federal, state, or local sales or use taxes, or any other taxes or fees assessed on, or in connection with any of the Services rendered herein, all of such taxes the Client agrees to pay whether or not stated in the quotation for services.
Deposits: Client shall deliver to MAC any required pre-paid deposit set forth in the quotation for services. The deposit shall not bear or earn any interest. MAC may apply all or any portion of the deposit towards the payment of any fees, cancellation charges, and other sums due from Client pursuant to the quotation for services, or to reimburse MAC for any damages, expenses, or costs incurred by MAC due to Client’s default hereunder. The amount of any remaining deposit held by MAC after final and full payment of fees and charges owed by Client pursuant to the quotation for services shall be released and returned to Client.
Location: MAC will deliver the necessary equipment to provide the Services to the production location as specified by the Client in the quotation for services (“Location”). MAC, in its sole discretion, shall select the means, modes and methods of transportation of such equipment. Whether or not set forth in the quotation for services, all costs of shipping and transportation shall be paid for by Client. After any equipment has been delivered to the Location, Client shall not cause or permit any of such equipment to be removed from the Location without the express prior written consent of MAC.
Markings: Client hereby acknowledges and agrees that MAC shall have the unconditional right, at all times during the term of the quotation for services, to place MAC’s trademarks, service marks, trade names, logos, graphics, address and phone numbers, website addresses, serial numbers, and any other markings or information identifying MAC upon any equipment provided to Client (“Markings”). Client shall not remove, deface, or obstruct the visibility of any of the Markings on such equipment. Client shall not permit the name of any other person or entity to be attached to such equipment in any manner.
Cancellation Policy: Any cancellation of the Services or MAC’s performance under the quotation for services after Client has executed the quotation for services shall be subject to a cancellation charge as provided herein. All cancellations shall be in writing and shall not be effective until received in writing by MAC. A cancellation charge of 25% of the total costs as shown on the quotation for services is applicable when a project is canceled with less than thirty days’ notice of the scheduled first day of the project. When an order is canceled with less than ten (10) days’ notice of the first install date of the project, a cancellation fee of 50% of the total costs shown on the quotation for services will be incurred. A fee of 100% of the total costs as shown on the quotation for services is applicable to cancellations with less than 72 hours’ notice of the scheduled first day of the project. The first day of the project is defined as the first scheduled day of equipment install for the overall project including without limitation keynotes, general sessions, breakouts, parties, exhibits and special events. Additionally, the Client will reimburse, in full, any direct costs to MAC incurred prior to such cancellation and which have been pre-approved by Client and documented to Client’s reasonable satisfaction. MAC reserves the right to cancel all obligations under the quotation for services if Client does not fulfill its obligations hereunder, including without limitation timely payment.
Limited Warranty: MAC warrants that any equipment when shipped and staged at the Location will be in normal operating and working order and will be free from defects in materials and workmanship. Except for the warranty provided in the preceding sentence, MAC makes no other warranties of any kind to Client in connection with such equipment, including without limitation, its fitness for any particular purpose. In the event of a breach of warranty by MAC under these Terms and Conditions, Client’s exclusive and sole remedy against MAC shall be MAC’s obligation to put the equipment in normal operating and working order and free from defects in materials and workmanship. Client hereby waives all other warranties, express and implied.
Leased or Rented Facilities: If the Location is within a facility leased or rented by Client, Client shall be responsible for the payment of any and all rent, fees, or other occupancy charges due to the owner of such facility. Client shall ensure that MAC and its employees and contractors shall have access to such leased or rented facilities so that MAC may perform the Services.
Risk of Loss: Client agrees that after any equipment is delivered and staged by MAC at the Location, all such equipment shall be deemed to be in the possession of Client, and Client shall have the risk of loss of such equipment while in Client’s possession, whether from theft, vandalism, casualty, or otherwise. Any equipment subject to Client’s risk of loss which is damaged or destroyed while in Client’s possession shall be replaced or repaired at the Client’s sole cost and expense.
Insurance: Upon request by MAC Productions, Client shall provide MAC with a certificate of insurance evidencing the insurance coverage required herein and naming MAC as additional insured with respect to general liability insurance and loss payees with respect to property casualty insurance. The limits of property casualty insurance shall not be less than the full replacement value of any and all items of equipment as listed on the quotation for services. Minimum limits for liability insurance are $1,000,000 per occurrence, and $2,000,000 in the aggregate.
Independent Contractor Status: The relationship of MAC to Client shall be as an independent contractor and nothing within the quotation for services or these Terms and Conditions shall be construed to create a joint venture, partnership, agency, or other employment relationship between the parties. All MAC employees who are assigned to perform services at any Client owned or leased facility shall be considered to be an employee of MAC only and will not be considered an agent or employee of Client for any purpose. Client will be solely responsible for payment of all compensation owed to its employees, including all applicable federal, state and local employment taxes and will make deductions for all taxes and withholdings required by law. In no event will any Client employee be eligible for or entitled to any benefits offered by MAC to its employees.
Subcontractors: MAC may engage subcontractors to assist in the performance and delivery of the Services pursuant to the quotation for services; provided however, MAC shall remain primarily liable for the performance of such Services and shall insure that all such subcontractors shall comply with the terms and conditions of the quotation for services.
Intellectual Property: MAC may utilize its pre-existing intellectual property, including but not limited to, know-how, software code (object or source), functionality and/or access to its existing network of channels (collectively, the “Pre-Existing Intellectual Property”) to execute and/or enhance the quality and/or efficacy of the Services rendered to Client hereunder. Client acknowledges and agrees that at all times MAC shall retain sole and exclusive ownership of the Pre-Existing Intellectual Property. If MAC, or its employees or other authorized agents, shall develop any new intellectual property during its provision of the services to Client, all such intellectual property shall belong to and shall be owned exclusively by MAC.
Non-Solicitation of Employees: Neither party will, either directly or indirectly, solicit, hire, or attempt to solicit or hire any employee of the other party both during the term of the quotation for services and for a (2) year period following termination or completion of the quotation for services; provided however, that the foregoing provision will not prevent either party from employing such employee who contacts such party on his or her own initiative without any direct solicitation by or other encouragement from such party or its representatives, and solicitation shall not include solicited (a) response by any such person to advertisements made publicly, (b) referrals from employment agencies, or (c) responses to internet employment postings.
Client Responsibilities: In addition to any obligations and responsibilities described in the quotation for services or elsewhere in these Terms and Conditions, Client shall have shared responsibility with MAC to ensure that the necessary business and application knowledge is available and conveyed from the Client’s existing support team to MAC’s support team.
Personal Accountability Commitment: By attending the event at the Location you agree to abide by and engage in certain health and safety beneficial conduct while attending the event. This includes but is not limited to, submitting to daily temperature checks, wearing a face mask at all times in public areas, engaging in appropriate physical distancing and not attending the event if you are ill or have been recently exposed to COVID-19, and otherwise complying with all active COVID-19 pandemic public health orders then in effect in the municipality, county, and state in which the Location is located.
Limitation of Liability: In no event shall MAC be liable to Client for any indirect, special, punitive, incidental, exemplary or consequential damages. MAC’s maximum liability to Client arising from any alleged breach or default under the quotation for services shall be expressly limited to the total amount paid for services by Client.
Dispute Resolution: If any dispute arises between MAC and Client pursuant to the quotation for services, the parties hereby agree to first submit such dispute to mediation for potential resolution. If a mutually approved resolution is not achieved in mediation within sixty (60) days after the mediation is first begun, then the parties agree to then submit such dispute to non-binding arbitration. The arbitrator shall not have the authority to award any attorney’s fees to the other party. If a mutually approved resolution is not achieved in arbitration within sixty (60) days after the arbitration is first begun, then either party may bring such dispute against the other party pursuant to the governing law and venue provisions of these terms and conditions.
Waiver of Jury Trial: Client acknowledges that, as to any and all disputes that may arise between MAC and Client, the commercial nature of the transaction out of which the quotation for services arises makes any such dispute unsuitable for trial by jury. Accordingly, the Client hereby voluntarily, knowingly, and willingly waives any right to trial by jury as to any and all disputes that may arise relating to the quotation for services.
Indemnification: Client agrees to protect, indemnify and hold MAC harmless from and against any and all occurrences, claims, demands, lawsuits, causes of action, damages, costs, expenses, fines, penalties or judgments (including reasonable attorneys’ fees) which may arise from, or be related directly or indirectly to, the Client’s breach of or default under the quotation for services, or arising from any act or omission of Client, but such indemnification shall not apply to any negligent act or omission of MAC. Client’s indemnification of MAC shall survive expiration or earlier termination of the quotation for services.
Termination for Default: If Client shall (a) default in the payment of any fees or charges to be paid under the quotation for services when due, or (b) fails to perform any other obligation of Client hereunder within ten (10) days after written notice of default from MAC, or (c) files a voluntary petition in bankruptcy or has an involuntary bankruptcy petition filed against it, or (d) a receiver or a trustee is appointed to oversee the assets of Client, or (e) if Client admits its inability to pay its debts as they become due, then MAC shall have the right to terminate the quotation for services, and may pursuant any of its rights and remedies provided hereunder, at law, or in equity.
Further Undertakings: Client agrees (and shall ensure that its employees and contractors agree) to execute and deliver such documents and take such other actions as may be reasonably required or reasonably requested by MAC to permit MAC to carry out and perform the Services pursuant to the quotation for services.
Assignment: Client may not assign the quotation for services or any of its rights or obligations thereunder, in whole or in part, to any third party without the express written consent of MAC.
Non-Exclusive Relationship: MAC may provide the same or similar Services provided to Client under the quotation for services to other customers and clients of MAC.
Waiver: The rights and remedies provided to MAC herein shall be cumulative and in addition to any other rights and remedies provided to MAC by law, equity, or otherwise. Any failure in the exercise of any of MAC’s rights pursuant to the quotation for services or to enforce any provisions of these Terms and Conditions for default or violation by Client shall not prejudice or waive MAC’s rights of enforcement for any further default or violation or be deemed a waiver or a forfeiture of those rights.
Force Majeure: MAC will not be liable to Client for failure to perform its obligations under the quotation for services if and to the extent that such failure to perform results from causes beyond its reasonable control, including and without limitation: strikes, lockouts, governmental shut-down orders, public health emergency orders, governmentally imposed pandemic restrictions, or other disturbances, civil disturbances, fires, Acts of God, acts of a public enemy, compliance with any regulations, order, or requirement of any governmental body or agency, or inability to obtain transportation or necessary materials in the open market.
Notices: All notices required under or regarding the quotation for services or these Terms and Conditions shall be in writing and shall be delivered personally, mailed via registered or certified mail (return receipt requested and postage prepaid), or delivered by overnight delivery service at the mailing addresses of the parties as shall be set forth in the quotation for services.
Severability: If any term, condition, or provision herein is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of the terms, conditions, and provisions herein shall not be affected thereby, and such remaining terms, conditions, and provisions shall be given full force and effect.
Time: Time is of the essence of the quotation for services.
Entire Agreement: The quotation for services, and any CO incorporated herein, and these Terms and Conditions constitute the entire agreement between the parties and supersedes any prior or contemporaneous communications, representations or agreements between the parties, whether oral or written, regarding the subject matter hereof.
Amendments: These Terms and Conditions may only be amended by an instrument in writing executed by all of the parties hereto.
Governing Law and Venue: The quotation for services and these Terms and Conditions shall be governed by and construed in accordance with the domestic laws of the Commonwealth of Kentucky. The parties hereby mutually attorn to the exclusive personal and subject matter jurisdiction of competent courts of the Commonwealth of Kentucky located in Kenton County regarding any legal proceedings arising from the quotation for services or these Terms and Conditions.