On one hand, Ms. Lorena Maria Smit Garcia, of legal age, with Spanish ID, number 46997099A, who intervenes on behalf of Golden Goose Events S.L.U., hereinafter referred to as the “Supplier”, registered in Spain, at Carrer Roureda núm. 2, Urbanización Mas Reixac - 08389 Palafolls, Barcelona, under fiscal number ES-B66540535, as representative, 

On the other hand,  of legal age who intervenes on behalf of  , with VAT number/business number  hereinafter referred to as the “Client”, registered at  , as representative,

Declare to agree on the following clauses referring to quote number 250546:

1. Conditions Applicable

1.1. No variation to these conditions (including any special terms and conditions agreed between the parties) shall be binding unless agreed in writing between the Supplier and the Client.

1.2. Any statements or claims made by the Supplier regarding the talent/staff or the services (these could include the skills, qualifications, experience, or capabilities of the staff, as well as the quality and scope of the services to be rendered) shall not be incorporated into this agreement unless confirmed in writing by the Supplier. In entering into the contract, the Client acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.

1.3. Any quotation given by the Supplier may be withdrawn at any time prior to acceptance by the Client and in any event shall lapse after 14 days.

1.4. Any alteration to the contract specification required by the Client must be notified to the Supplier promptly in which case the Supplier may accept such alteration (subject to any increase in the Fees to reflect the alteration) at its sole discretion.

2. Acknowledgements and Obligations

2.1. The Client acknowledges and agrees that the Supplier is authorised by the talent/staff to negotiate and conclude the contract on behalf of the talent/staff in respect of the services. Although the Supplier will use its reasonable endeavours to ensure that the talent/staff shall provide and perform the services in accordance with these conditions, the Supplier shall not be liable for any default of the talent/staff under this contract.

2.2. The Supplier agrees to source talent/staff on behalf of the Client. The talent/staff will execute services as specified in the quote, including the scheduled times of the requested services. Any changes to the Client's requirements must be promptly communicated to the Supplier via email and may incur additional costs. Additionally, the Supplier must ensure that the provided staff complete surveys or any required data collection questionnaires. Moreover, the Supplier is accountable if staff attendance falls below 90%, resulting in a 10% reduction in the agreed price.

2.3. The Supplier will provide the Client with a selection of potential staff profiles that exceeds the required number of staff by up to a third. This will allow the Client to select their preferred options for staffing the event. 

Once the Supplier has furnished a sufficient number of profiles that meet all the specified Client requirements, the Supplier will consider the event to be adequately staffed, regardless of whether the Client chooses to select or decline the presented staff options.

In the event that the Client remains unsatisfied with the profiles initially provided, the Supplier retains the right to impose an additional recruitment fee. This fee would enable the Supplier to initiate a renewed recruitment process, presenting the Client with a wider range of available staff profiles for consideration.

2.4. The Client shall:

2.4.1. Provide the Supplier and the talent/staff with such information as may be necessary in connection with the provision of the services.

2.4.2. Ensure that the location at which the services are to be performed complies with all relevant health and safety requirements. Any required risk assessments must be carried out by the Client.

2.4.3. Make available such facilities as may be reasonably required by the talent/staff and the Supplier.

2.4.4. Direct all requests for information and contact the talent/staff only through the Supplier unless otherwise agreed by the Supplier including requesting the talent/staff to work for them directly.

2.4.5. Make available to the talent/staff water/refreshments as may be reasonably required.

2.4.6. Give breaks to the talent/staff of at least 20 minutes every 4 hours. Some services may require additional breaks for the welfare and health and safety of the talent/staff.

2.4.7. Should notify the Supplier immediately, during the talent/staff services, if not satisfied that duties are being carried out in accordance with the booking brief provided to the Supplier. The Client must give the Supplier the opportunity to resolve any issues during the period of the event. Should the Client notify the Supplier of any issues only after the conclusion of the event, the Supplier shall not be liable to address said issues or offer any concessions, discounts, or remedies.

2.4.8. Be responsible for collecting their clothing and equipment at the end of each working day from the talent/staff. The Supplier cannot be held liable should the talent/staff take Client's property home.

2.4.9. Be responsible for ensuring that items required for talent/staff to carry out their duties on behalf of the Client, are available for the start of the talent/staff services. If items are not made available, which prevent the talent/staff from carrying out their duties as detailed in the booking brief, full payment is still required. The Supplier accepts no responsibility for failure of courier companies or postal services not delivering items to the correct location or on time.

2.4.10. Be responsible for obtaining permissions for the talent/staff to carry out the services on behalf of the Client. This includes services such as flyering, data collection and any activity that requires permissions in advance.

2.4.11. Agree to provide all necessary access for the services to be provided such as entrance or parking passes and where not previously agreed will cover the associated cost or parking, and entrance tickets in order for the talent/staff to provide the services.

2.4.12. The Client must detail in full all the services to be carried out by the talent/staff on the booking request. Any change to services must be notified to the Supplier in writing for approval.

2.4.13. The Client is required to promptly communicate any necessity for talent/staff to extend or reduce their service duration while the event is taking place through a direct phone call, text message, or email to the Supplier. This change will need the acceptance of both the Supplier and the talent/staff to become effective. An additional fee will apply for the extended services. In the case of a reduced service duration, the cost will remain invariable unless specifically agreed in writing by the Supplier and the talent/staff.

2.4.14. The Client must not ask the talent/staff to carry out any duties not detailed in the booking request. Any additional duties must be agreed upon in writing by the Supplier and the talent/staff.

2.4.15. The Client is responsible for the talent/staff's safety and welfare at all times. The Client, from the arrival time of the talent/staff, until the end of their booking must be in control of the talent/staff and are therefore their supervisors and have complete responsibility for the duty of care of the talent/staff.

2.4.16. Any manual work requested by the Client must be agreed by the Supplier and the Client understands that their insurance must cover the talent/staff for manual work. This is in addition to the insurance required above. The Client is responsible for any required health and safety training.

2.4.17. For talent/staff working alone and/or the Client is not on site the Client understands that they are still fully responsible for the talent/staff's welfare and are still in a supervisory role.

2.5. The Client shall at all times comply fully with its obligations under the EU General Data Protection Regulation.

2.6. The Client shall not without the consent in writing of a duly authorized representative of the Supplier expose, reveal or make public any information in connection with the business of the Supplier or these terms and conditions. All of which information is to be regarded by the Client as of a strictly confidential nature.

2.7. Unless required to do so in order to conform to legal requirements or comply with legal process the Client shall not (and shall procure that its employees) at any time disclose any of the talent/staff’s personal data to any person or legal entity for any purpose outside the course of the performance of the talent/staff’s obligations under these conditions.

2.8. The Client agrees that for a period of 24 months from the last date of performance of the services all re-engagements of the talent/staff shall be negotiated with the Supplier. If the Client does approach the talent/staff directly in this period the Client will be in breach of contract and the financial remedy below will apply depending on which value is the greater:

2.8.1. The Supplier will invoice the Client (plus VAT if applicable) the same value for the number of engagements the talent/staff was previously engaged through the Supplier, for that Client (or any associated companies), in a 2-year period immediately prior to the breach or;

2.8.2. The Supplier will invoice the Client a fixed amount of €2,000.00 (plus VAT if applicable). 

Payment will be due immediately on an invoice being raised, no payment terms will be offered in connection with such a breach.

2.9. The Client shall not obtain any rights of any kind or rights to use any materials provided by the Supplier the talent/staff or others in connection with the performance of the services unless expressly agreed in writing.

3. Payment

3.1. The Client shall pay fees and VAT (if applicable); invoices will be sent and paid in euros (€). 

3.2. Payment terms will be:

3.2.1. 30% upon confirmation of the booking, 30% fifteen (15) days prior to the event, and the remaining 40% following the conclusion of the event;

3.2.2. Any services that require advance expenditure (e.g. train/plane/hotels/outfits) will be paid 100% upfront by the Client. 

3.3. Methods of payments will be:

3.3.1. Bank transfer (must mention invoice number in the concept) or;

3.3.2. Credit card.

3.4. Any bank charges, commissions, and fees related to currency conversion or any other bank fees will be included as additional costs on the total invoice amount before the transfer of funds is initiated. In cases where there are insufficient funds received by the Supplier due to factors such as payments made from outside the European Union (EU), overseas transfers, or any other reasons, the remaining balance will be invoiced again or added to subsequent invoices.

3.5. Should the Client neglect to settle the invoice(s) or any outstanding balance within the specified terms outlined on the invoice, the Supplier retains the prerogative to levy interest at a rate of 5%. Additionally, any legal fees associated with the pursuit of payment will be sought from the Client.

4. Included and excluded services

4.1. Services included are the following:

4.1.1. PM support;

4.1.2. Weekend support (on call) PM;

4.1.3. Recruitment cost;

4.1.4. Travel expenses, food allowance and hotel expenses (if applicable);

4.1.5. Administrative costs;

4.1.6. Agency fees & commissions;

4.1.7. Accidents liability insurance coverage.

4.2. Services excluded are the following:

4.2.1. Overtime/extra hours: Extra hours are charged at the same hourly rate; subject to staff availability;

4.2.2. Last minute changes in job requirements;

4.2.3. Possible bank commission fees for international transfers;

4.2.4. Shipment of uniforms. If any cost applies to it, the Supplier will add it to the invoice.

5. Liabilities

5.1. Any warranty given by the talent/staff or the Supplier in respect of the services supplied shall be subject to the following conditions: 

5.1.1. Neither the talent/staff nor the Supplier shall be under any liability in respect of any default arising from the Client’s negligence or abnormal working conditions.

5.1.2. Neither the talent/staff nor the Supplier shall be under any liability under any warranty or condition if the fees, expenses and VAT (if applicable) have not been paid by the due date.

5.1.3. Neither the talent/staff nor the Supplier shall be under any liability under any warranty or condition for any alleged default of the talent/staff or any complaint concerning the services where full details of such default or complaint have not been notified in writing to the Supplier within 24 hours of the complaint.

6. Cancellation

6.1. The Client may not cancel the contract without the prior written consent of the Supplier.

6.1.1. If the Client cancels within seven (7) working days of the event start date, the Client shall be liable to pay the Supplier the full amount of the invoice for the talent/staff services.

6.1.2. If the Client cancels between fifteen (15) and seven (7) working days prior to the start of the services, the Client shall be liable to pay 50% of the total invoice amount.

6.1.3. If the booking has been staffed and the Client cancels more than fifteen (15) working days before the start of the services, the Client shall be liable to pay 15% of the total invoice. (Please refer to clause 2.3 for the definition of a “staffed event” and clause 8 for “Special bookings”).

6.1.4.If the booking has not been staffed and the Client cancels more than fifteen (15) working days before the start of the services, no cancellation charges shall apply. (Please refer to clause 2.3 for the definition of a “staffed event” and clause 8 for “Special bookings”).

6.1.5. If the Client cancels and the services require advance expenditures (e.g., travel, accommodation, outfits), the Client agrees to reimburse the Supplier for such costs in full upon presentation of the corresponding invoice.

6.1.6. Additional Cancellation Terms:

• • • If cancellation occurs within thirty (30) calendar days of the event, 100% of the total invoice will be payable.
    • If cancellation occurs within sixty (60) calendar days but more than thirty (30) days prior to the event, 50% of the total invoice will be payable.
    • If cancellation occurs more than sixty (60) calendar days prior to the event and the booking has been staffed, 15% of the total invoice will be payable.
    • If the booking has not been staffed and cancellation occurs more than sixty (60) days before the event, no charges will apply.

These cancellation terms shall also apply proportionally in the event of partial cancellations. For example:

• • • If the Client cancels only part of the team (e.g., half of the booked staff), the applicable cancellation charges will be calculated based on the cancelled portion only.
    • If the Client cancels with sufficient notice but part of the team has already been recruited (“staffed”), the cancellation charge (e.g., 15%) will apply to the staffed portion, while no charges will apply to the unstaffed portion.

(Please refer to clause 2.3 for the definition of a “staffed event” and clause 8 for “Special bookings”.)

6.2. The Supplier reserves the right to cancel the contract or to instruct talent/staff to cease work if the Client is deemed to be compromising their welfare or requesting services outside the scope of the agreed booking form.

6.3. The Supplier reserves the right to cancel, release booked staff, or place the event on hold in the event of unpaid or delayed invoices.

7. Force Majeure

The Supplier shall not be liable for failure to perform, nor be deemed to be in default, under this Agreement for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to failure of performance by the other party, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war or lockdowns.

8. Special bookings

Last-minute bookings: Any bookings requested and/or confirmed within 10 working days prior to the event start will be categorized as 'last-minute bookings.' Such bookings come with distinct terms to ensure efficient processing:

8.1. Staff Selection: The Supplier retains the prerogative to carefully select and confirm the staff members, ensuring they align with the Client's specific staff requirements.

8.2. Rate Adjustment: To accommodate the expedited nature of last-minute bookings, the Supplier reserves the right to apply a maximum increase of 30% to their standard hourly rates. This adjustment, if implemented, will be discussed and mutually agreed upon with the Client prior to finalizing the booking.

9. General Data Protection Regulation – Data Protection

The Client grants their permission for the use of their postal and electronic mail addresses to send correspondence of the services provided and offered by the Supplier. The Supplier provides the Client with the e-mail address legal@golden-goose-events.com so that they can withdraw the given consent.

The Client acknowledges that the legislation on the Protection of Personal Data Act (Organic Law 15/1999, of 13 December) establishes a series of obligations in the processing of personal data, among which the prohibition of transferring of personal data without the corresponding authorization of the owner of the personal data.

Moreover, the Client commits to:

9.1. Only access personal data of the Supplier and other individuals related to the Supplier, if such access is necessary to comply with the services object of this contract.

9.2. Use the personal data to which it has access solely and exclusively to fulfill its contractual obligations to the Supplier.

9.3. Observe and adopt all security measures necessary to ensure the confidentiality, secrecy and integrity of the personal data to which it has access, as well as to adopt in the future any security measures required by laws and regulations aimed to preserve secrecy, confidentiality and integrity in the automated processing of personal data.

9.4. To not transfer in any case to third parties the personal data to which it has access, not even for the purpose of its conservation.

9.5. To not use the personal staff details of the talent/staff without using the Supplier services or without the Supplier’s authorization.

The duration of the confidentiality obligations established in this contract shall be indefinite and shall remain in force after the termination thereof, for any reason, of the relationship between the Supplier and the Client.

The Client acknowledges and accepts the terms and conditions outlined in this agreement, as well as the proposal presented by the Supplier under the quote number above mentioned. By signing this agreement, the Client agrees to all provisions, commitments, and obligations detailed in the aforementioned proposal and associated terms. Furthermore, the Client confirms its commitment to remit payment in accordance with the quoted amount specified in the proposal.