Flat Rate Staffing Service Agreement

Client Agreement — Flat Rate Event Staffing Service

Azentra Inc., d/b/a as Short Notice Staffing ("SNS") and Client ("You" or "Client") hereby enter into this Agreement for flat-rate, full-service event staffing services. This Agreement becomes immediately effective, binding, and fully executed upon Client's payment in full to SNS. Client warrants and represents that prior to initiating any payment, they have fully read, understood, and agreed to all terms of this Agreement.

This Flat Rate Agreement is subject to and incorporates SNS's Terms of Use for USA and Canada flat rate staffing, available at shortnoticestaffing.com/terms. In the event of any conflict between this Agreement and the Terms of Use, the Terms of Use shall control. SNS may issue invoices or payment summaries for Client convenience and internal accounting; however, flat-rate orders do not require an Invoice to be valid, and Client's payment alone constitutes acceptance of all applicable terms.

WHEREAS:

1. SNS is in the business of finding and engaging independent contractors who provide promotional and marketing services ("Personnel" or "Staff") to work with its clients at client events, and Personnel are at all times independent contractors and not employees or agents of SNS or of Client;
2. The Client intends to hold an Event ("Event"); and
3. The Client wishes to engage SNS to provide Personnel for a fixed number of staffing hours as defined in the applicable Flat Rate Order.

1. Services and Responsibilities of SNS

SNS will provide Personnel to be present at the Event and to carry out duties as outlined in the Flat Rate Order.

SNS will take reasonable steps to ensure assigned Personnel have the skills and competencies required.

SNS may replace Personnel at its sole discretion. SNS does not guarantee replacement Personnel if assigned Personnel become unavailable.

Backup Personnel are not included by default. If Client wishes to add Backup Personnel, this requires a separate additional Flat Rate Order, priced according to the quantity of Backup Personnel requested per day at a minimum of 3 hours per day per Backup Personnel.

SNS's obligations are limited strictly to providing Personnel for the number of hours purchased by Client under the Flat Rate Order. Additional hours require a new Flat Rate Order and new payment.

2. Responsibilities of the Client

The Client must provide SNS with all applicable Event details within 48 hours of placing the Flat Rate Order, or prior to the first date of the Event, whichever comes first, including:

• Event dates
• Personnel start/finish times
• Number of Personnel per day
• Attire requirements
• Event location(s)

The Client understands the minimum scheduled time per Personnel per day is 3 hours, and the maximum is 8 hours (additional fees may apply).

The Client must provide SNS with all updated Event details including address, entrance procedures, attire, onsite contact numbers, and any changes.

The Client is responsible for receiving, coordinating, and managing Personnel onsite, including providing all training, instructions, equipment, and a safe work environment.

The Client is solely responsible for determining and obtaining any insurance, safety measures, permits, and location clearances necessary for the Event, and for ensuring Personnel are provided a safe work site in accordance with all applicable laws.

The Client indemnifies SNS for any claims arising from the Event or Client's requirements.

3. No Guarantee of Staffing or Results

SNS does not guarantee that any Personnel will apply, accept, attend, or remain available. SNS does not guarantee any specific number of Personnel, any specific performance outcome, or any level of satisfaction. Staffing availability is influenced by market conditions and other external factors outside SNS's control.

4. Cancellations

All payments made to SNS are strictly non-refundable under all circumstances once payment has been received, regardless of when the cancellation occurs relative to the Event date, and regardless of the reason for cancellation.

Any change to the scope of an existing Flat Rate Order, including increasing or decreasing Personnel, hours, or dates, requires a new Flat Rate Order and new payment. Amounts paid under a prior Flat Rate Order are not credited, refunded, or transferable toward a new order.

Client remains responsible for payment even if cancellation is due to acts of God, weather, strikes, civil commotion, war, floods, government regulations, or other causes beyond either party's control.

5. Payments

Client shall pay SNS in full, via bank wire transfer, prior to SNS commencing any work on the Client's Event. Payment in full constitutes SNS's acceptance of the Flat Rate Order and authorizes SNS to begin sourcing, scheduling, and engaging Personnel.

Client's payment covers both SNS's service fees and the compensation payable to Personnel. SNS pays Personnel directly from funds received from Client under this Agreement.

Payment must be made by bank wire transfer only, using the payment details provided directly on the website once required contact information has been submitted. Client acknowledges that this payment method is a required condition of SNS agreeing to provide services under this Agreement.

Client acknowledges that bank wire transfers may take several business days to be received and cleared into SNS's account from the time Client initiates payment, and Client is responsible for initiating payment with sufficient lead time before the Event to allow for funds to clear and be confirmed.

SNS may, at its discretion, issue an Invoice or payment summary for Client's internal accounting or payment processing; however, issuance of an Invoice is not required for SNS to provide services under this Agreement, and Client's payment alone is sufficient to form a binding agreement.

6. Unauthorized Payment Challenges & Recovery

Client acknowledges that SNS's labor allocation, scheduling, and Personnel engagement begin immediately upon payment authorization. Any attempt to reverse, recall, or contest a properly authorized bank wire transfer shall constitute a breach of this Agreement.

In such cases, Client shall be responsible for reimbursing SNS for the full amount in question, plus a $250 administrative recovery fee, as well as any additional collection costs, legal fees, or court expenses incurred by SNS in restoring the payment.

7. Non-Solicitation of Personnel

The Client may not solicit or engage SNS Personnel, whether as an employee, independent contractor, or otherwise, for 12 months after the Agreement ends without SNS's written consent.

Should Client engage or hire SNS Personnel in breach of this section, Client agrees to pay SNS a $2,000 placement fee per individual engaged.

This clause survives termination.

8. Indemnity and Limitation of Liability

Each Party will indemnify and defend the other against adverse consequences arising from negligence or misconduct.

Liability of either Party is limited to fifty percent (50%) of SNS's total compensation under this Agreement.

Both Parties waive rights to consequential, indirect, or incidental damages.

This clause survives termination.

9. No Refunds, No Damages, No Claims

SNS is not obligated to refund any Flat Rate Order fee for any reason once payment has been received.

No Aggregation: Claims cannot be combined, aggregated, or multiplied across multiple Flat Rate Orders.

10. Mandatory Reporting Window

Client agrees to inspect and evaluate all services rendered and Personnel interactions promptly. Any concerns or technical errors must be submitted in writing to SNS within twenty-four (24) hours of payment authorization or prior to the Event date, whichever comes first. Failure to provide written notice within this exact timeframe shall constitute full, unconditional acceptance and complete satisfaction with the services rendered.

11. Promotional Marketing

Client acknowledges that SNS may capture and use photographs or recordings taken by Personnel while working the Event for SNS's own internal purposes, portfolio, blog, and social media and marketing content. Client's logo, branding, signage, or event name may appear incidentally within such images as part of the event environment.

12. Term

This Agreement remains in effect for the duration of the Event(s) specified in the Client's Flat Rate Order, unless terminated earlier as provided below.

SNS may terminate this Agreement at any time, effective immediately, for cause — including but not limited to non-payment, any indication of intent not to pay, unsafe working conditions, inaccurate event information, or any conduct by Client that creates operational or financial risk for SNS — or for convenience, upon written notice to Client. Termination for convenience does not entitle Client to any refund.

Client may terminate this Agreement only: (a) by mutual written agreement with SNS; or (b) for SNS's uncured material breach, upon 5 days' written notice to SNS describing the breach.

Sections of this Agreement that state they survive termination, including but not limited to Sections 7 and 8, remain in full force after this Agreement otherwise ends. Should Client seek to cancel for any reason, no refund is available, consistent with Section 4.

13. Dispute Resolution

The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation, including participation in at least two (2) good-faith negotiation meetings, for a period of 30 days following written notice of the dispute. A Party's failure to participate in such meetings constitutes a waiver of that Party's right to object to arbitration proceeding without further negotiation.

If the dispute is not resolved within that period, it shall be submitted to binding arbitration administered by JAMS under its Commercial Arbitration Rules in Los Angeles County, California, in accordance with its rules then in effect. The arbitration shall be conducted by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

The Parties waive any right to bring or participate in a class, collective, or representative action against the other Party, and all claims must be arbitrated individually.

Notwithstanding the foregoing, SNS may seek injunctive or other equitable relief in a court of competent jurisdiction at any time, without first submitting to arbitration, for payment disputes, unauthorized payment challenges, non-solicitation violations, or misuse of SNS's name, materials, or Personnel.

The prevailing Party in any arbitration or court proceeding arising out of this Agreement shall be entitled to recover its reasonable attorney's fees and costs from the non-prevailing Party.

14. Modifications

No change, scope alteration, or waiver of any terms in this Agreement shall be valid unless made in a formal written amendment explicitly signed or formally confirmed by both parties. Informal text messages, emails, or chat app communications shall not alter or modify this Agreement.

15. Entire Agreement

This Agreement constitutes the complete and final understanding between the parties and supersedes all prior conversations, emails, messaging chats, proposals, or promises, whether written or oral. No pre-sale discussions or external communications shall form any part of this Agreement.

16. Governing Law & Exclusive Venue

This Agreement shall be governed exclusively by the laws of the State of California, USA. Any permitted legal action must be brought exclusively in the state or federal courts located in Los Angeles County, California.

17. General Provisions

The Client may not assign, transfer, sublicense, or delegate any rights or obligations under this Agreement without the prior written consent of SNS.

If any provision of this Agreement is held invalid or unenforceable, the remainder will continue in full force with the invalid portion severed.

No waiver will be binding unless confirmed in writing. A waiver of any breach will not constitute a waiver of any subsequent breach.

Independent of and regardless of whether SNS provides a copy of this Agreement for signature, this Agreement does not require a physical or electronic signature to be valid and binding. Client acknowledges that SNS directs Client to this Agreement in connection with any Flat Rate Order, and that Client's act of making payment constitutes full acceptance of all terms herein.

Contact Us

Phone: 1-866-565-9939
Email: info@shortnoticestaffing.com