Disclaimer (as detailed in final contract)

** Exclusive Florist & Florals Clause restricts a client from hiring multiple florists for the same event. This ensures the integrity of Rose and Sparrow Floral Design and protects the company and any other business from misrepresentation.

Intellectual Property

Copyright Ownership. In the event that any copyrighted work(s) are created as a result of the Services provided by Vendor in accordance with this Agreement, Vendor owns all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by Vendor and may be used in the reasonable course of Vendor’s business.

Permitted Uses of Product(s). Vendor grants to Client a non-exclusive license of product(s) produced with and for Client for personal use only so long as Client provides Vendor with attribution each time Client uses Vendor’s property. Personal use includes, but is not limited to, use within the following contexts:

-In photos on Client’s personal social media pages, websites or profiles.

-Client agrees to allow photos, professional or personal, of Vendor’s work to be showcased on social media and/or website gallery page. If Client prefers restricting any images (personal or professional photographer’s gallery) from the event being shared, for privacy reasons, Client must alert Vendor in advance and request will be gladly accommodated.

Artistic Release

Style. Client has spent a satisfactory amount of time reviewing Vendor’s work and has a reasonable expectation that Vendor will perform the Services in a similar manner and style unless otherwise specified in this Agreement.

Consistency. Vendor will use reasonable efforts to ensure Client's desired Services are produced in a style and manner consistent with Vendor's current portfolio and Vendor will try to incorporate any reasonable suggestion made by Client. However, Client understands and agrees that:

Every client and wedding is different, with different tastes, budgets, and needs;

Floral Design services are often a subjective art and Vendor has a unique vision, with an ever-evolving style and technique;

Vendor will use its artistic judgment when providing Services for Client, which may not include strict adherence to Client’s suggestions;

Although Vendor will use reasonable efforts to incorporate Client’s suggestions and desires when providing Client with the Services, Vendor shall have final say regarding the aesthetic judgment and artistic quality of the Services. Dissatisfaction with Vendor's aesthetic judgment or artistic ability are not valid reasons for termination of this Agreement or request of any monies returned.

*Wholesalers may not have first choice colors/flowers/greenery available, especially due to Covid setbacks with local & international farmers/growers, transport/shipping and businesses, as well as unpredictable/ inclimate weather patterns, but Rose and Sparrow will do everything possible to meet the Client's needs. We use local seasonal ingredients and the freshest flora in the color palette and style the Client desires. We preorder product for assurance, as well as utilize local seasonal ingredients & the freshest flora in the color palette and style the Client desires.

Force Majeure

In case of catastrophic event, (natural disaster such as fires, explosions, earthquakes, hurricane, flooding, storms or infestation, or War, Invasion, Act of Foreign Enemies, Embargo, other Hostility, or any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism) refunds/credits will be made available on a case to case basis.

Every effort will be made to ensure quality of product and timely delivery regardless of inclement weather and road/air traffic patterns during travel. Extreme summer heat, wind and rain are all elements out of our control and R&S will take every precaution to use materials suited to the climate, and maintain the freshness of florals as much as possible. R&S will not be responsible for decreased quality of product due to severe heat, wind or rain, and will recommend alternatives/drieds/silks for outdoor events as the season dictates. R&S will not be responsible for damage to or decreased quality of product once it is picked up, or once R&S has departed from venue after set up period. R&S is happy to make anything right during set up period that may need adjusting.

Cancellation, Rescheduling of Services or No-Show Client

If Client desires to cancel Services, reschedule Services, or if it becomes impossible for Vendor to render Services due to the fault of the Client or parties related to Client, such as failure of the Wedding to occur or failure of one or more essential parties to the Wedding to show up in a timely manner, Client shall provide notice to Vendor as soon as possible. Vendor has no obligation to attempt to re-book further Services to fill the void created by Client’s cancellation, rescheduling, no-show or if it becomes impossible for Vendor to provide the Services due to the fault of Client (or parties related to Client), and Vendor will not be obligated to refund any monies Client has previously paid towards the Total Cost. Client is not relieved of any payment obligations for cancelled Services, rescheduled Services, failing to show up for the Wedding, or should it become impossible for Vendor to provide the services due to the fault of Client (or parties related to Client) unless the Parties otherwise agree in writing. For instance, if Vendor is able to secure another, unrelated client for Jul 17, 2021, then Vendor may choose, at its sole discretion, to excuse all (or a portion of) Client's outstanding balance of the Total Cost. In the event that the Vendor is personally unable to execute the project (serious illness, personal injury, etc) Vendor will alert Client as soon as possible and make every effort to source an alternate designer and assistance necessary to fulfill the contract. In case of catastrophic event, and Vendor fails to supply, a refund will be made available immediately.

Limit of Liability

Maximum Damages: Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Vendor.

Loss of Product: In the event that any or all product(s) are lost, such as damage to or loss of a component of the product necessary for final delivery, Vendor shall refund Client a pro-rated portion of the Total Cost based on the amount of Services that were completed/provided against the amount of Services that were agreed to be completed/provided.

Indemnification: Client agrees to indemnify, defend and hold harmless Vendor and its affiliates, employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to Services and/or product(s) Vendor provides to Client.

Appropriate Conduct/ Safe Working Environment:

Event:

The Client(s) expressly agree(s) to take best efforts to provide [Vendor] and Vendor’s staff with safe and appropriate working conditions. In the event of circumstances deemed by either [Vendor] or a bystander to present a threat or implied threat of injury or harm to [Vendor] staff or equipment, the [Vendor] reserves the right to cancel all services remaining under this Agreement and leave the event. At the [Vendor]’s discretion, the [Vendor] may enact a three-strike policy. After the first offense, the [Vendor] will make reasonable efforts to notify the Client(s) or a responsible party. If the Client(s) is/are able to respond to the threatening situation in a reasonable amount of time (maximum of 15 minutes), [Vendor] shall resume work in accordance with the original terms of this Agreement. If the threatening behavior occurs for a second time, the Client(s) will agree to remove the offending person for the remainder of the event. If the behavior occurs a third time, the [Vendor] will immediately leave the event. If the [Vendor] leaves the event early due to any offending behavior, the Client(s) expressly agree to relieve and hold [Vendor] harmless as a result of incomplete event coverage, or for a lapse in the quality of the [Vendor’s] work, and the Client(s) shall be responsible for payment in full.

Merger. This Agreement constitutes the final, exclusive agreement between the parties relating to the Wedding and Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.

Amendment. The parties may amend this Agreement only by the parties’ written consent via proper Notice.