GES Services Terms

These services terms (“Terms”) set forth the general terms governing the performance of services by Global Experience Specialists, LLC (GES) for the client (“Client”) listed in a Proposal (as defined below).

1. Scope: Client has requested that GES provide certain goods and/or services (collectively, the “Services”) as further described in a proposal (the “Proposal”).   Services may include but not be limited to the provision of equipment and labor for all material handling services, electrical and plumbing, cleaning, overhead sign hanging, labor and rental of mechanized equipment, standard and specialty furniture, carpet and  flooring, staging, exhibit rental, installation and dismantle labor, transportation, signage, banners and graphics.
2. Changes in Scope: Client agrees that while it may request changes to the scope, type, and specifications of such Services, GES’ pricing contained herein is based upon the previously established scope. Accordingly, any change requested or required by Client may result in pricing increases. To ensure alignment on price and invoices, GES will be under no obligation to provide any additional or different Services unless and until GES and Client expressly agree, via a written change order (“Change Order”), on the additional scope and revised pricing, including any costs associated with completing such work on an expedited A Change Order is required on all onsite modifications and additional services.
3. Term: The term will be as indicated in the Proposal. Upon any failure by either party to perform or comply with any of its material obligations under these Terms or any Proposal, including the obligation to make payments under a Proposal, which breach is not cured within 30 days of receipt of written notice, the non-breaching party will have the right, without waiving any right or remedy otherwise available, to cease performance until such failure is remedied or terminate any applicable Proposal. Notwithstanding the termination of these Terms or an Proposal, provisions concerning the parties’ rights and obligations which by the content of the provision operate after termination or which are necessary to enforce any right will survive termination.
4. Insurance: GES IS NOT AN INSURANCE COMPANY AND DOES NOT OFFER OR PROVIDE INSURANCE. It is the obligation of Client to ensure any applicable goods are insured at all times. Loss or theft of the goods in storage or in transit to and from an event and or while on the event floor is the sole responsibility of Client. GES recommends Client arrange for all Risk Coverage.
5. Payment Policy: Payment terms will be as further described in the Proposal. If any payment is not received by GES or by its due date, a late fee of one and one-half percent (1.5%) per month, or the maximum rate allowable by applicable law, whichever is less, will be assessed on all outstanding balances. Payment may be made by either company cheque or wire transfer. Client is responsible for all fees charged by its bank. Payment must be made in the currency of the location where the Services are performed.
6. Personal Data: The parties may exchange personal information of individuals in connection with the Proposal or its performance of these Terms (“Personal Information”). Each party represents it: (i) has a lawful basis for its disclosures of Personal Information hereunder; (ii) will use Personal Information received only as set forth in these Terms or for purposes of the parties’ relationship; and (iii) will safeguard Personal Information in conformity with applicable data protection standards and privacy laws.
7. Confidentiality: Any rate information provided by GES to Client cannot be posted, published, or made available to third parties. In the event Client distributes or otherwise discloses rates, GES will be permitted to immediately terminate the Proposal without advance notice.
8. Excusable Delay or Non-Performance: GES shall not be liable for loss or damage that results from Acts of God, weather conditions, act or default of Client, shipper, or the owner of any goods, inherent nature of the goods, public enemy, public authority, labor disputes, and acts of terrorism or war.
9. Postponement / Termination: The parties intend these Terms and the Proposal are binding and non-cancellable; however, in the event that a situation should arise where Client does postpone or cancel a Proposal, for any reason, Client shall pay GES for all Services performed and all expenses incurred up to the effective date of the postponement or cancellation including, without limitation, any third-party obligations incurred by GES as a result of the Proposal.
10. Independent Contractor: The parties shall be and act as independent contractors and under no circumstances shall these Terms or the Proposal be construed as one of agency, partnership, joint venture or employment between the parties. Nothing contained in these Terms shall be deemed to create, in either party, the right or authority to incur any obligation on behalf of the other party, or to bind the other party in any way.
11. Promise to Protect: Each party shall indemnify, defend and hold the other party harmless from any and all bodily injury or property damage liability claims, judgments, costs and expenses, including reasonable attorney’s fees, arising from their respective sole negligence or misconduct, except for any such losses resulting from accidents or occurrences caused by any third party not under the direct control of GES or Client. The indemnified party will promptly notify the indemnifying party in writing of the receipt of any claim covered by this Section and give the indemnifying party authority to control the defense and settlement.
12. Limited Liability: GES will not be liable to Client for any lost profits or incidental, special or consequential damages for any of its acts or omissions whatsoever, whether or not apprised of the possibility or likelihood of such damages. Neither party may assert any claim in connection with these Terms unless it has given the other party written notice of the claim within one (1) year after it first knew, or in the exercise of reasonable prudence should have known, of the facts giving rise to such claim.
13. Notices: All notices shall be in writing and shall be deemed duly given upon receipt when hand delivered or sent by expedited courier service to the parties at their respective addresses set forth in the Proposal.
14. Miscellaneous: In the event of a dispute between the parties, these Terms will not be construed for or against either party, but will be interpreted in a manner consistent with the intent of the parties as evidenced herein.  Unless otherwise specified, “days” means calendar days. If a provision of these Terms or any Proposal is held invalid under any applicable law, such invalidity will not affect any other provision of these Terms and such invalid provision shall be deemed modified to the extent necessary to make it valid and enforceable or, if such provision cannot be so modified, it shall be deemed deleted from these Terms. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. These Terms constitutes the entire agreement between the Parties with respect to the subject matter hereof. These Terms may be modified only by an express written amendment on a separate document signed by both parties.