1. DEFINITION

1.1 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely -

1.1.1 “Authorised Person” means the person named in item B of Schedule 1 who will be the sole authorised person who will communicate all decisions, directions and information to and with Happinest;

1.1.2 "Agreement" means this agreement including the annexure attached hereto, as amended from time to time and the Invoices and quotations, as amended, provided to the Client from time to time;

1.1.3 “Breakage Fee”  is an amount stipulated on the Invoice which is only refunded if the Goods are returned or collected on the date and times stipulated in the Invoices and in the same state, including package, as they were delivered and/or collected;

1.1.4 "Business Day" means any day other than a Saturday, Sunday or official public holiday in South Africa;

1.1.5 “Event” means the wedding ceremony and/or reception at which Happinest is hiring the Goods, as detailed in Schedule 1;

1.1.6 “Event Date” means the date of the Event as specified in Schedule 1 or if the date of the Event is not known at the Signature Date, the date agreed to between the Parties in writing;

1.1.7 “Goods” means the goods to be hired for the Event, as detailed in the Invoices;   

1.1.8 “Invoices” means all the invoices issued by Happinest for the Goods;

1.1.9 "Parties" means Happinest and the Client, and references to a "Party" shall be to any of the aforegoing individually as the context may require;

1.1.10 “Signature Date" means the date of signature of this Agreement by the last Party to do so;

1.1.11 "South Africa" means the Republic of South Africa;

1.1.12 “Suppliers” means the various suppliers who have engaged with Happinest to provide venues, goods and/or services for the Event;

1.1.13 "VAT" means value added tax as defined in the Value-Added Tax Act, 89 of 1991;

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2. APPOINTMENT

The Client hereby hires from Happinest the Goods, on the terms, and subject to the conditions, contained herein, for the Event, and Happinest hereby accepts such lease of the Goods to the Client in accordance with the terms of this Agreement.

 

PART A: HIRING OF GOODS

 

3. CONFIRMATION OF HIRING & FLOWERS

3.1 Upon signature hereof, the Client confirms its acceptance of the quotation and the terms and conditions in this Agreement. The prices and Goods described on the quotation will be valid for 7 calendar days from date of issue thereof.

3.2 The Goods will only be secured on receipt of this fully signed Agreement and receipt of the following amounts on the date of this Agreement, or such other date as Happinest agrees in writing, in its sole discretion:-

3.2.1 in respect of orders to the value of R20,000 and over: 50% of the full amount on the quotation;

3.2.2 in respect of orders less than R20,000: 100% of the full amount on the quotation.

3.3 The balance 50% will be due no later than 60 days prior to the event date.

3.4 Should the Client fail to make payment of the amounts above and/or fail to provide a signed Agreement , the provisional booking of the Goods will be released.

3.5 Any changes to the quote must be requested and agreed to by the Parties in writing. The latest revised quote will be binding on the Parties.

3.6 All Invoices issued by Happinest must be fully paid by no later than 60 days prior to the Event Date, failing which Happinest may be released entirely from this Agreement and may elect to cancel this Agreement, in its sole discretion, without any prejudice to its rights in law.

3.7 Please note that once the deposit has been paid and booking confirmed, the quote amount cannot be decreased by more than 10% in total under any circumstance.

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4. GOODS, RISK AND RESPONSIBILITY

4.1 All Goods are and will at all times remain the property of Happinest. 

4.2 All risks including theft, the risk of destruction, damage or loss of the Goods shall pass to the Client upon the date and time of delivery/collection until the safe return/collection thereof. The Client hereby accepts full responsibility for any loss, shortage and/or damage which may occur, notwithstanding the cause thereof. The  client will be fully responsible even if damage was caused by venue staff, guests or any other supplier on site.

4.3 Should any items be damaged due to the weather under any circumstance, (i.e. rain or wind), even when Happinest places the hire items, this remains the full responsibility of the client to pay the damages invoice accordingly.

4.4 A damages invoice will be sent within 10 working days of your event and will be due for payment immediately.

4.5 It is the responsibility of the Client to ensure the venue and coordinator pack the Goods safely indoors and that no goods are left outside overnight under any circumstance.

4.6 At no time, can any Goods be used on any wet surface or in any area that will allow for water damage.

4.7 IF HIRING CUTLERY -TAKE SPECIAL NOTE THAT:

4.7.1 Happinest’s cutlery is a high-value item that has been imported, and therefore requires special care and attention when cleaning and returning. It is the sole responsibility of the Client to ensure that the venue is briefed correctly on the cleaning of the cutlery, namely:-

4.7.1.1 The cutlery is NOT DISHWASHER SAFE and cannot under any circumstance be put into a dishwasher

4.7.1.2 The cutlery must be placed into a container UNWASHED. Happinest will wash the cutlery upon its return to our studio.

4.7.1.3 All cutlery packaging must be kept aside and returned with the order; 

4.7.2 The Client is liable to pay for any and all damage, of whatever kind to any cutlery item or missing packaging. This will be charged at R30 per piece of cutlery.

4.7.3 The Client by his signature hereto, acknowledges and accepts this liability in full.

4.8 The Client acknowledges and accepts that there might be slight variations in each item, due to different materials and artistic interpretation as many items are handmade.

 

5. COLLECTION, DELIVERY & INSTALLATIONS (if applicable)

5.1 Normal delivery and collection times are between 9h00 and 16h00 from Monday to Friday. Weekend and after-hours deliveries and collections can be arranged but an after-hours surcharge will be added at R1000 per day, which may be adjusted depending on the amount of Goods and staff required to deliver and install.

5.2 The collection and/or delivery times, dates and the hiring period will be stipulated in the quotation/ invoice and will be binding on the Client.

5.3 Only the Goods as specified in the fully paid Invoices will be delivered or available for collection. It is the responsibility of the client to check the latest invoice and ensure all items are correct.

5.4 Given specific setup requirements and risks, all larger items (including arches and furniture) must be delivered by Happinest, which will be charged at our standard delivery fee rates.

5.5 Happinest is not responsible for the setup of the venues unless otherwise agreed and costed for. A styling fee is an additional service that may be requested by the Client, at an additional cost, per below.

5.6 If the Client has provided an incorrect date, time or delivery address, or there is no person at the delivery address to take delivery, Happinest will not be held responsible for any failed delivery. It is the responsibility of the Client to ensure someone is at the delivery address to receive the Goods and to sign all relevant delivery notes and it will not be the responsibility of Happinest to confirm the authority of the recipient. Should the delivery address be closed or access limited, if it is able to rearrange delivery, Happinest will charge an additional transport fee.

5.7 All Goods must be checked and inspected by the Client upon delivery/collection thereof and the Client must immediately inform Happinest of any fault/damage or shortage. No refunds will be paid for a fault/damage or shortage reported after delivery/collection.

5.8 The Client must check the size of all relevant Goods and ensure that the Goods can fit through any doorways or entrances to the venue. Should any items not fit or not be usable due to limitations with access, no refunds will be provided.

5.9 The Client must inform Happinest when ordering the relevant Goods of any access restrictions such as stairways or long distances, so that the appropriate crew can be costed for to assist with the Client’s order.

 

 

 

6. RETURNS

6.1 Happinest’s office hours are Monday to Friday between 9h00 and 16h00 and no Goods may be returned or collected during any other time.

6.2 All Goods must be returned or available for collection on the times and dates stipulated in the quotation/invoice. If the Client does not return the entire order by 14h00 on the specified “Return Date”, a reasonable penalty fee will be deducted from the Breakage Fee which will depend on the specific circumstances of the Goods and could result in the deduction of the entire Breakage Fee. The Client also agrees to pay the full daily hire fee for each item per day until such time as all of the Goods are returned.

6.3 All goods are specifically packed in their own containers and packaging for purposes of preventing the items from getting dirty, lost and/or damaged, and for making it easier to transport and store. The Client is responsible to ensure that all items are returned, or available for collection, as applicable, in their original container and wrapped in the supplied bubble wrap. If the items are returned and not packaged as supplied, the Breakage Fee will not be refunded or the client will be invoiced for additional packaging.

6.4 All Goods will be counted and checked upon return to Happinest premises and its decision as to losses/damages will be final and binding.  Upon verification that such items have been returned in the same condition as issued to the Client, the refundable Breakage Fee will be repaid to the Client within 30 days. In the event of any loss, shortage, damages and/or breakages occurring, all costs in relation to the replacement or repair of such Goods, will be deducted from the Breakage Fee, or if it exceeds the Breakage Fee or if no Breakage Fee was charged, it will be billed to the Client and payable immediately. 

6.5 Happinest does not offer a count on site service after the Event.

 

7. HIRING FEE

7.1 The Client is responsible to pay all amounts for the hiring of the Goods, including all additional amounts as stipulated herein, to Happinest as provided for in the Invoices, on the dates and times as stipulated in the relevant Invoice.

7.2 All such payments and any other payments owing by the Client to Happinest shall be made without deduction or setoff of any nature. The Client shall not be entitled to withhold payment for any reason whatsoever. The Client will be liable for any bank charges incurred including foreign exchange handling fees where applicable and to the extent any amounts have been deducted, these will be added to the next Invoice and the Client will be liable to pay them on demand.

7.3 All rentals and other payments are to be made by means of electronic funds transferred directly into Happinest’s bank account as stipulated on the Invoice. Any change of bank account will be communicated to the Client in writing and verbally.

7.4 An additional, refundable Breakage Fee will be added to the quote when required and is payable with the payment of the first Invoice. This is fully/partially refundable within 30 days after the collection/return of all the Goods. In the event of any damages/losses occurring the Breakage Fee will be utilised as set out in 6 above.

7.5 All amounts quoted or specified herein are exclusive of VAT.

7.6 All deliveries/collections will be charged for accordingly and travel/fuel costs are subject to change.

7.7 Your hiring fee includes exclusive use of the hire items on your event date only.

7.8 Happinest reserves the right to recreate looks and styles at any other wedding or event using our hire items. The hiring fee does not entitle the client to exclusivity of any specific look or style.

7.9 All ideas, designs, concepts, custom items and looks are the property of Happinest and the client cannot claim ownership of these under any circumstance.

 

 

8. STYLING

8.1 At the request of the Client, in writing, Happinest may also provide certain styling services, in addition to the hiring of Goods.

8.2 Happinest will charge the Client a booking fee in an amount of R5000 (ex VAT) for our styling package.

8.3 This booking fee will allow Happinest to reserve the selected date for the duration of concept development.  

8.4 This booking fee will be deducted from the final balance invoice for décor and flowers.

8.5 The 50% deposit on all hiring and floral quotes will be due 30 days from the date of receiving the R5000 booking fee and this deposit due date will be communicated with the Client in writing via email.

8.6 Should the 50% deposit not be received on the agreed upon due date without any prior communication, Happinest reserves the right to cancel the booking and retain the booking fee to cover the cost of developing the look book and concept for the event.

8.7 Thereafter the standard payment terms will apply as per clause 3 in this contract.

 

9. LIGHTING INSTALLATION

9.1 Happinest does not “dry hire” any lighting equipment. All Happinest’s lighting equipment hired by the Client for the Event must be installed by Happinest, which installation costs will be included in your quotation/Invoices. 

9.2 It is the responsibility of the Client or the Client’s Wedding Planner to be on site when Happinest’s lighting installation team arrives if Happinest is not coordinating and styling the event, to ensure the Happinest team is briefed correctly prior to the installation. If nobody is on site to instruct the team when they arrive and changes are required after the setup has already commenced, Happinest will charge an hourly rate to make those changes and additional costs may be required for sundries such as cords and dimmer switches.

9.3 Happinest shall not be responsible for ensuring the venue has sufficient power for lighting setups. It is the responsibility of the Client to ensure the venue is aware of the setup and the lighting requirements.

9.4 Happinest requires its own dedicated circuit/plug for lighting installations that is not shared with another vendor such as caterers, DJ, sound or entertainment etc. Happinest will always ensure that our electrical and lighting setup is sound and working before leaving the venue. Should any tripping take place once other vendors arrive on site and start using the power, please note Happinest is not liable if the installation was working and in order when the installation was completed.

9.5 Happinest uses ladders and scaffolding for setups, please ensure the venue has granted permission for us to use these items on their flooring.

9.6 If the Client requires a technician to be available during the Event, then this must be requested upfront and charged for separately.

9.7 If an electrical certificate of compliance is required by the venue, you will be liable to pay an additional amount of R1200.

 

10. FLOWERS

10.1 The client accepts and understands that flower prices and availability are subject to change and are not guaranteed under any circumstance. Specific flowers can only be confirmed one week prior to the wedding/event date and Happinest reserves the right to substitute flowers at their discretion should this be required due to any unforeseen availability issues. If the client’s budget is set, then more or less flowers will be purchased based on price that week.

10.2 Happinest reserves the right to break down ALL flowers used at the event and no flowers may be removed by the client without the consent of Happinest through prior arrangement. There are mechanics such as trays, cages, dried flowers, dried foliage, preserved flowers and reusable oasis that are not purchased by the client for the event, but hired, and therefore this will remain the property of Happinest at all times. Should the client wish to take the fresh flowers post event, this must be confirmed in writing at least two weeks prior to the event taking place.

10.3 It is the responsibility of the client to ensure the venue has adequate space for flower prepping, as well as an accessible water source.

10.4 It is the client’s responsibility to consider and notify Happinest of any flower allergies. Happinest will not be held responsible for any allergic reactions that guests may have to any plant or non-plant materials used.

 

11. CANCELLATIONS

11.1 The Client may cancel this Agreement, or all or a part of an order, at any time on written notice.

11.2 If this Agreement or any portion of the order is cancelled, then, unless agreed by Happinest in writing at its sole discretion, the Client shall, in relation to the hiring of Goods, be liable for the following reasonable cancellation charges (“Hire Cancellation Charges”):

11.2.1 240 days prior to the Event Date: 30% of the full order costs.

11.2.2 180 days prior to the Event Date: 50% of the full order costs;

11.2.3 90 days prior to the Event Date: 80% of the full order costs; and

11.2.4 60 days prior to the Event Date: 100% of the full order costs.

11.3 If any of the Goods are “sub-hired” by Happinest from another supplier, the terms of that arrangement, notwithstanding the above, will apply and will be binding on the Client.

11.4 Failure to collect the Goods on due date, receive delivery of the Goods (if applicable) will be deemed to be a cancellation on the part of the Client and no refund will be paid. Failure to pay any amounts due under this Agreement on due date, or a breach of any provisions of this Agreement by the Client, who fails to remedy such breach within 5 Business Days of written demand, shall entitle Happinest to terminate all or a portion of this Agreement, at its sole discretion and, without prejudice to any other rights it may have in law,  the Client shall be liable to pay the Hire Cancellation Charges.

11.5 The Client agrees that in the instance of a cancellation or a date change, any expenses including but not limited to deposits and fees that are non-refundable and non-transferable are the sole responsibility of the Client and Happinest shall not be liable to recover and/or pay such amounts. 

 

PART C: GENERAL PROVISIONS

 

12. GENERAL CONDITIONS

12.1 Photographs

The Client and the Client will procure permission from all of the Client’s wedding parties involved in the Event (“Event Parties”), to give permission to Happinest to use any photograph taken at the Event (which do not include people other than the Event Parties) for viewing on Happinest website or any Happinest social media account for promotional purposes. Where the photographs in question include people other than the Event Parties, Happinest shall obtain their consent.

12.2 Joint and Serval

If there is more than one Client, they are considered one unit in the communication process, meaning it is assumed that any request or information provided by one of them is internally agreed upon by both and they shall be jointly and severally liable for all the obligations hereunder.

12.3 Changes

12.3.1 The Client shall not change the date, time or location of the Event without first consulting with Happinest.

12.3.2 If the Client requires a date, time or location change to the Event, and Happinest is unavailable to provide the Goods, then Happinest is released from all the contractual obligations hereunder, and shall in no way be held responsible or liable in any manner whatsoever for non-performance and this will be a deemed cancellation and clauses 11 and 11 will apply, as applicable.

12.3.3 If the Client requests a change to the date, time, location of the Event, and Happinest is able to provide Goods, as applicable, every effort will be made by Happinest to transfer location reservations, sub-contractors and the Event coordination support to the new date. The Client agree that in the instance of a date change any expenses including but not limited to deposits and fees that are non-refundable and non-transferable are the sole responsibility of the Client. There may also be additional charges above and beyond those set out herein. The Client further understands that last minute changes can impact the quality of the event and that Happinest is not responsible for these compromises in quality.

12.3.4 Should the original goods not be available on any changed Event Date then the Parties shall use their best endeavours  to collaborate and consult with each other to find alternative goods that is reasonably acceptable to the Client, save that if the Parties are unable to agree after a consultation period of 5 days,  Happinest shall be permitted to use alternate and/or replacement goods, in its sole discretion, to ensure that the Event runs smoothly, and provided that such alternate goods are not materially more expensive than the original goods .

 

13. LIABILITY

13.1 The Client agrees that the accuracy of information supplied to Happinest is the sole responsibility of the Client, and that Happinest is not responsible and shall not be held liable for the results of anything performed on the basis of inaccurate, incomplete or untruthful information furnished by the Client. The Client assumes full responsibility for acceptance of work or services performed and agreed upon, as well as final proofing and accuracy. Happinest is not responsible for errors or omissions.

13.2 Notwithstanding any provision herein, Happinest will not be liable to the Client, or any third party for: -

13.2.1 any Losses, as result of a failure of the Client to pay any amounts due on due date, any breach by the Client of its obligations hereunder, any failure to perform by any of the Suppliers, any Force Majeure Event, or any other event, unless solely and directly caused by Happinest’ gross negligence and/or fraudulence;

13.2.2 Any indirect, consequential, or special damages or Loss.

13.3 Happinest’s maximum aggregate liability to the Client and any third party arising under this Agreement, or in delict (regardless of negligence), shall be limited to the amounts actually paid by the Client to Happinest for the hiring of the Goods owned by Happinest.  

13.4 For purposes of this clause, “Loss” shall mean all and any losses, liabilities, claims, demands, judgements, damages (including incidental, indirect, consequential and special damages), fines, penalties, suits, actions, costs and expenses.

 

14. DOMICILIUM CITANDI ET EXECUTANDI

14.1 A notice given to a Party under or in connection with this Agreement ("Notice"), shall be in writing and in English; shall be signed by or on behalf of the Party giving it; shall be sent to the relevant Party for the attention of the named contact and to the address or email address specified next to their name at the commencement of this Agreement, or such other named contact, address or email address as that Party may notify to the other on five Business Days written notice. 

14.2 Delivery of a Notice is deemed to have taken place (provided that all other requirements in this Agreement have been satisfied): if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the address; if sent by email, at the time of transmission; if sent by courier to, on signature of a delivery receipt or at the time the notice is left at the address;  notwithstanding the aforesaid the Party in question has actually received the notice; or if deemed receipt under the this clause would occur outside business hours (meaning 9.00 am to 4.30 pm Monday to Friday on a day that is a Business Day in the place of deemed receipt), at 9.00 am on the day when business next starts in the place of deemed receipt. For the purposes of this clause, all references to time are to local time in the place of deemed receipt.

 

15. FORCE MAJEURE

15.1 Neither Party shall be liable in damages, or shall be subject to the termination of this Agreement by the other party, for any delay or default in performing any obligation hereunder if that delay or default is due to any cause beyond the reasonable control and without fault or negligence of that Party (“Force Majeure”), save that notwithstanding any other provision of this clause, such force majeure event shall not apply to obligations of either Party to make payments to the other Party under this Agreement.

15.2 If Happinest is prevented from performing any of its obligations under this Agreement by Force Majeure and suffers delay and/or incurs cost by reason of such Force Majeure, Happinest shall be entitled to any reasonable costs related to such delay.

 

16. GENERAL

16.1 This Agreement constitutes the whole agreement between the parties with regard to the subject matter hereof and supersedes all prior verbal or written agreements or understandings or representations by or between the parties regarding the subject matter of this Agreement, and the parties will not be entitled to rely, in any dispute regarding this Agreement, on any terms, conditions or representations not expressly contained in this Agreement.

16.2 The Client will pay all legal costs, as between attorney and own client, incurred by Happinest as a result of any breach hereof by the Client, or in relation to any Suppliers.

16.3 The validity, application and interpretation of this Agreement will be governed by the laws of the Republic of South Africa. The Client hereby consents and submits to the jurisdiction of the Magistrate’s Court having jurisdiction over his person in respect of all proceedings in connection with this agreement notwithstanding that the amount claimed or the value of the matter in dispute exceeds such jurisdiction.

16.4 In this Agreement, unless a contrary intention clearly appears words importing any one gender include the other two genders; words importing the singular include the plural and vice versa; and reference to natural persons include juristic persons (which includes trusts) and vice versa;

16.5 The words "include", "including" and "in particular" shall be construed as being by way of example or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding word(s);

16.6 No agreement varying, adding to, deleting from, amending, or cancelling this Agreement and no waiver of any right under this Agreement shall be effective unless reduced to writing and signed by or on behalf of the parties. No relaxation by a party of any of its rights in terms of this Agreement at any time shall prejudice or be deemed to be a waiver of its rights, unless it is a written waiver, and the waiver shall relate only to the specific instance in question and for the purpose given.

16.7 Each provision (including any clause, sub-clause or part thereof) of this Agreement shall be construed as a separate and severable contract term, and if one or more provisions is held to be invalid, unlawful or otherwise unenforceable, the remaining provisions shall remain in full force and effect. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision;

16.8 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the names of the Parties, the services and goods offered, or the costs involved, without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

16.9 The terms of this Agreement have been negotiated and the rule of interpretation which construes the agreement against the party who drafted it shall not be applicable. It is agreed that Happinest are not acting as the Client’s legal advisor in negotiating and/or executing Supplier contracts. Instead, Happinest recommends that you seek qualified legal advice.

16.10 This Agreement may be signed in counterparts and together each separate counterpart shall form one agreement.