TERMS & CONDITIONS FOR DESIGN, FABRICATION, AND INSTALLATION SERVICES

    EFFECTIVE DATE: JANUARY 2, 2025

    1. DEFINITIONS

    1.1 Agreement: This document, together with any associated proposal(s), estimate(s), scope of work, schedule(s), exhibit(s), or supplemental agreements.

    1.2 Client Content: All materials, instructions, designs, logos, assets, or information provided by Client for use in the project.

    1.3 Deliverables: All physical or digital outputs created and delivered by Coffee House Industries (“CHI”) including, but not limited to, scenic elements, props, signage, structures, technical installations, renderings, and plans.

    1.4 Final Art: All creative content incorporated into and delivered as part of the Final Deliverables, including CHI-developed assets and modifications to Client Content.

    1.5 Project: The scope of work as detailed in the approved proposal or estimate, including design, fabrication, installation, delivery, activation, and/or strike services.

    1.6 Services: All labor and support work provided by CHI including, but not limited to, creative development, planning, fabrication, logistics, technical setup, installation, and strike.

    1.7 Third-Party Materials: Assets not owned by CHI or Client, such as stock elements, rentals, licensed content, subcontracted labor, or components sourced from outside vendors.

    2. PROPOSALS & APPROVALS

    2.1 Proposals remain valid for 30 days from the date issued. CHI reserves the right to revise pricing, availability, and terms after that period.

    2.2 A signed proposal or approved purchase order is required to initiate scheduling or production. All project details, scope, and fees are deemed accepted upon written approval.

    3. FEES, EXPENSES & PAYMENT

    3.1 Fees: Client agrees to pay all fees as outlined in the approved proposal. Pricing may be based on time and materials, fixed project rate, or a hybrid structure.

    3.2 Expenses: Client shall reimburse CHI for direct project-related costs, including materials, equipment rentals, vehicle use, parking, fuel, delivery fees, and subcontractor costs, unless otherwise specified.

    3.3 Travel & Per Diem: Travel expenses are billed at cost, including airfare, hotels, meals, mileage at $0.75/mile, and a 20% administrative markup.

    3.4 Payment Terms: Invoices are payable within five (5) business days of receipt. Late payments will incur a 10% monthly service charge. CHI reserves the right to withhold services, deliverables, or site access due to outstanding balances.

    3.5 Ownership: Client does not obtain ownership of any deliverables, artwork, or intellectual property until full payment is received.

    4. SCOPE CHANGES

    4.1 Additional Work: Any client-requested modifications beyond the original scope will be billed at CHI’s standard hourly rate of $225/hour, plus materials and logistics.

    4.2 Substantial Revisions: If changes exceed 10% of the approved budget or materially impact the timeline or deliverables, CHI will issue a revised proposal for approval.

    5. TIMELINE & ACCEPTANCE

    5.1 Scheduling: CHI will make reasonable efforts to meet project deadlines but shall not be liable for delays caused by the Client, vendors, or force majeure.

    5.2 Client Review: Client must review deliverables within five (5) business days. Lack of written objections will constitute acceptance of the work.

    6. CLIENT RESPONSIBILITIES

    Client agrees to:

    • Provide all assets and information in a timely manner.

    • Review and approve deliverables promptly.

    • Secure access to venues or job sites for installation and strike.

    • Ensure proper on-site conditions, including power, permits, security, and safety.

    7. PROMOTIONAL USE

    CHI may document and use photographs or descriptions of the work for marketing and portfolio purposes, unless otherwise agreed in writing. CHI retains authorship credit on design or fabrication work unless expressly waived.

    8. CONFIDENTIALITY

    Both parties shall maintain confidentiality of non-public, proprietary, or trade secret information disclosed in connection with the project.

    9. INTELLECTUAL PROPERTY

    9.1 Ownership: Upon full payment, CHI transfers ownership of physical final deliverables to the Client, excluding reusable tools, shop drawings, or proprietary fabrication methods.

    9.2 Licensing: CHI grants Client a limited license to use design assets as intended. Reuse or modification beyond the original scope is not permitted without written consent.

    10. WARRANTY & LIABILITY

    10.1 Standard Warranty – Custom Fabrication
    CHI warrants that all custom-fabricated items will be free from defects in workmanship and materials for a period of thirty (30) calendar days from the date of delivery or installation, unless a different warranty period is specifically stated in the invoice or project documentation. Any repair or replacement under this limited warranty shall be at CHI’s discretion and does not cover damage due to misuse, neglect, modification, improper handling, unauthorized repairs, environmental exposure, transportation damage, or acts of God.

    10.2 Trade Show Items – Extended Warranty
    All items fabricated and designated for use in trade shows or temporary exhibits are covered under a limited warranty for a period of one (1) year from the date of delivery. This warranty includes defects in materials and workmanship under normal use and proper storage conditions.

    10.3 Exclusions
    This warranty does not cover incidental or consequential damages, including but not limited to lost profits, business interruption, venue penalties, or labor costs not directly contracted through CHI. Warranty is void if the item is altered, relocated, or used in a manner inconsistent with the intended design.

    10.4 Claims
    All warranty claims must be submitted in writing to CHI within the applicable warranty period. CHI reserves the right to inspect the item prior to issuing any credit, repair, or replacement.

    10.5 Maximum Liability
    In all circumstances, CHI’s liability shall be limited to the total amount paid by Client under the applicable invoice. CHI makes no other warranties, express or implied, including merchantability or fitness for a particular purpose.

    11. TERMINATION

    11.1 Either party may terminate this Agreement with ten (10) business days’ written notice. Client shall pay for all work completed up to the date of termination, plus any committed third-party expenses or restocking fees.

    11.2 Upon termination, CHI will return or destroy confidential materials and retain ownership of all unapproved or unpaid work.

    12. GENERAL TERMS

    12.1 Independent Contractor: CHI is an independent contractor. This Agreement does not create a partnership or employment relationship.

    12.2 Non-Solicitation: Client shall not hire or contract any CHI employees or subcontractors for six (6) months following the project without written approval.

    12.3 Force Majeure: CHI shall not be liable for delays or failure to perform due to events beyond its control including weather, pandemics, labor strikes, or material shortages.

    12.4 Dispute Resolution: Disputes shall be governed by California law and resolved by arbitration in Los Angeles County. Prevailing party is entitled to attorney’s fees.

    12.5 Entire Agreement: This Agreement, along with the Proposal and any attached schedules, constitutes the full agreement between the parties and supersedes all prior agreements or communications.

    12.6 Modifications: Any modifications must be in writing and signed by both parties.