1. Agreement and Acceptance
1.1These Terms of Service govern every proposal, elopement or micro wedding, wedding, event décor, full planning, day of coordination, Elements package, photography service, videography service, and other service that Cloud Nine provides to a client.
1.2The client accepts these Terms by signing a Quote or Order Form, accepting through an electronic contracting system, or paying the first invoice after receiving these Terms.
1.3The agreement consists of these Terms, the accepted Quote or Order Form, each addendum identified in the Quote, and each written change order. If the documents conflict, a later signed change order controls, followed by the Quote, the applicable named addendum, and these Terms.
1.4“Client” means the person accepting the agreement and any identified beneficiary for whom that person purchases Services. “Company” means Cloud Nine. “Event” means the event stated in the Quote. “Quote” means the proposal or order form accepted by Client. “Services” means the work stated in the Quote. “Third Party Costs” means approved amounts payable to a venue, boat operator, limousine provider, permit authority, rental provider, travel provider, vendor, supplier, or another person or business other than Company.
2. Services and Cooperation
2.1Company will provide the Services with reasonable care and in material accordance with the Quote.
2.2Client will provide complete and timely information, decisions, access, approvals, selections, and cooperation required by the Quote or an applicable addendum.
2.3Company is not responsible for delay or omission caused by Client, a venue, an independently selected vendor, unsafe conditions, or information that Client did not timely provide.
2.4Company does not guarantee that every requested element will be available. Company will disclose a material constraint or substitution and seek Client approval when reasonably possible.
3. Scope and Change Orders
3.1Only the Services and deliverables stated in the Quote are included.
3.2An addition, removal, substitution, schedule change, location change, or custom request requires a written change order stating its effect on scope, price, Third Party Costs, payment dates, and timing.
3.3Client is not charged for a change until Client approves it in writing, except for an emergency expense reasonably necessary to protect people or property when prior approval is impracticable.
3.4Removing part of a package does not automatically reduce its price when the Quote states bundled pricing.
4. Quote Terms and Addenda
4.1The Quote must state the Services, Event description, Event date, location, deliverables, total price, payment schedule, selected options, and any applicable named addendum.
4.2The Quote must state each deadline, service area, travel or access charge, permit assignment, Third Party Cost, and service specific variable on which performance depends.
4.3The Full Planning Addendum applies only when the Quote identifies Full Planning Services. The Decor Addendum applies only when the Quote identifies décor Services. The Day of Coordination Addendum applies only when the Quote identifies day of coordination Services. The Photo and Video Addendum applies only when the Quote identifies photography or videography Services.
4.4A service specific term must appear in the Quote or an applicable named addendum. No separate service version of these Terms applies.
5. Permits, Venues, Travel, and Access
5.1Company will coordinate or obtain only the permits expressly assigned to Company in the Quote. Client will timely provide required information, signatures, venue access, permissions, and approvals.
5.2Permit and venue fees are Third Party Costs unless the Quote expressly includes them in the fixed price. Company does not guarantee governmental or venue approval.
5.3If approval is denied despite timely reasonable efforts, the parties will select a lawful alternative, reschedule under Section 11, or apply the credit available under Section 10.
5.4The Quote must disclose the included service area and each known travel, mileage, toll, parking, lodging, delivery, or access fee.
5.5An additional fee requires Client’s written approval before it is incurred unless it results from an undisclosed Client requested change or an emergency expense permitted by Section 3.3.
5.6Client is responsible for safe and timely site access and compliance with venue rules disclosed to Client.
6. Price and Payment Schedule
6.1Client will pay the total price, taxes, and any lawful processing fee stated in the Quote.
6.2Unless the Quote states an allowed alternative schedule, Client will pay 50 percent at booking and the remaining 50 percent no later than 10 calendar days before the Event.
6.3When the Quote identifies Full Planning, décor, or day of coordination Services, Client will pay 50 percent at booking and the remaining 50 percent no later than 30 calendar days before the Event unless the Quote selects 100 percent at booking or states an approved installment schedule.
6.4When the Quote identifies an Elements package, Client will pay 50 percent at booking and the remaining 50 percent no later than 14 calendar days before the Event unless the Quote selects another approved schedule.
6.5For an Event booked fewer days before the Event than the applicable balance deadline, the Quote may require the remaining balance no later than the day before the Event.
6.6For a higher priced package booked 6 to 8 months before the Event, the Quote may state three installments with exact amounts and absolute due dates.
6.7The Quote may require 100 percent at booking when Client and Company select that option.
6.8A payment schedule does not alter the advance payment rule for Third Party Costs in Section 7.
7. Third Party Costs
7.1Client must pay 100 percent of each approved Third Party Cost before Company is required to book or pay the third party. Company is not required to advance those funds.
7.2Company will identify the third party or cost category and obtain Client’s written approval before booking.
7.3A Third Party Cost paid to a third party is refundable or creditable only to the extent the third party returns or credits it, except when Company’s breach caused the loss.
7.4Company will use reasonable care in coordinating third parties but is not responsible for a third party’s independent acts, omissions, insolvency, rules, or price changes.
7.5Company will reasonably assist Client with a third party claim and will pass through any refund or credit actually recovered for Client.
8. Late Payment, Suspension, and Charge Disputes
8.1An invoice is due on the date stated in the Quote or invoice.
8.2If an undisputed amount remains unpaid after written notice and a three calendar day opportunity to cure, Company may suspend booking, performance, or delivery without breaching the agreement.
8.3A late charge may accrue at 1.5 percent per month or the maximum lawful rate, whichever is less. Client is responsible for reasonable collection costs only to the extent permitted by law.
8.4Before initiating a chargeback, Client will give Company written notice of the disputed charge and a reasonable opportunity to investigate unless immediate action is reasonably necessary to preserve Client’s rights.
8.5This Section does not waive a right provided by law or a card issuer.
9. Cancellation
9.1Client may cancel by written notice.
9.2Amounts paid for Company Services are nonrefundable after Client cancellation but remain as a credit that Client may apply to available Company Services occurring within one year after the original Event date.
9.3The credit expires one year after the original Event date, has no cash value, and is not transferable unless Company agrees in writing.
9.4After Client cancellation, Client owes no unpaid Company Service balance except for approved work already performed and noncancelable Third Party Costs already committed.
9.5Third Party Costs remain subject to Section 7.
10. Company Caused Nonperformance
10.1If Company cancels or materially fails to provide a Service for a reason within Company’s control, Company will refund the amount paid for the unperformed Service and any unspent or recovered Third Party Costs attributable to it.
10.2For partial nonperformance, the refund will be a reasonable allocation to the affected Service.
10.3This Section does not limit liability that applicable law does not permit the parties to limit.
11. Rescheduling and Weather
11.1Client may request a new date in writing. Amounts paid for Company Services will transfer as a credit to one replacement Event occurring within one year after the original Event date, subject to Company availability.
11.2Company will make reasonable efforts to accommodate the requested date but does not guarantee availability. If Company is unavailable, Client may select another available date within the one year period.
11.3Approved price increases, new scope, perishable goods already purchased, and nonrecoverable Third Party Costs remain payable. Company will disclose those amounts before confirming the new date.
11.4For unsafe or materially disruptive weather, the parties will first consider a safe backup plan, location, or time. If none is reasonably workable, Sections 11.1 through 11.3 apply.
11.5Company may stop or decline unsafe work. Client remains responsible for approved perishable goods and Third Party Costs that cannot be recovered or credited.
12. Photo, Video, and Marketing Rights
12.1When the Quote includes photography or videography Services, copyright remains with the creator or other rights holder identified in the Quote.
12.2After full payment, Client receives a perpetual, nonexclusive license to download, copy, display, and share delivered images and videos for personal, noncommercial use. Commercial use or resale requires separate written permission.
12.3Company may use Client’s name, likeness, Event details, images, or video in a portfolio, website, advertising, social media, or submission to a third party only if Client gives separate, optional, written marketing consent.
12.4Refusing or withdrawing marketing consent for future use does not affect price or Services. Withdrawal does not require removal from material already lawfully published or produced before Company received the withdrawal.
12.5Client represents that material supplied by Client may lawfully be used for the Services.
13. Privacy and Payment Information
13.1Company will handle personal information under the Cloud Nine Privacy Policy effective on the acceptance date.
13.2Company may use and share information as necessary to quote, plan, provide, bill for, and document the Services, comply with law, address disputes, and perform the purposes stated in the Privacy Policy.
13.3Company will not store full payment card details in the agreement and will use an authorized payment processor for remote card payments.
13.4Image use is governed by Section 12 and the optional marketing consent stated in the Quote.
14. Term and Termination
14.1The agreement begins upon the first method of acceptance stated in Section 1.2 and ends after the Services and payment obligations are complete, except for provisions that by their nature survive.
14.2Either party may terminate for a material breach that remains uncured five calendar days after written notice unless the breach cannot reasonably be cured or immediate termination is required for safety or law.
14.3Payment, refund, credit, intellectual property, privacy, dispute, and liability provisions survive as necessary to give them effect.
15. Force Majeure
15.1Neither party is liable for delay or nonperformance caused by an event beyond that party’s reasonable control, including severe weather, natural disaster, epidemic, governmental order, war, civil disturbance, labor disruption, transportation interruption, venue closure, or vendor failure that could not reasonably be avoided.
15.2The affected party will promptly notify the other party, reasonably mitigate the effect, and resume performance when feasible.
15.3The parties will first use a safe substitute plan or reschedule under Section 11. Amounts held for Company Services remain available as the one year credit stated in Section 11. Third Party Costs follow the third party’s actual refund or credit terms.
15.4This Section does not excuse payment already due for work performed and does not apply to a party’s lack of funds.
16. Liability
16.1To the fullest extent permitted by law, Company’s aggregate liability arising from the agreement will not exceed the amount Client paid Company for the affected Services.
16.2Neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages.
16.3Sections 16.1 and 16.2 do not apply to fraud, willful misconduct, gross negligence, infringement, breach of confidentiality or privacy obligations, personal injury or property damage caused by a party’s negligence, or liability that applicable law does not permit the parties to limit.
16.4Company is not liable for a third party’s independent conduct, subject to Company’s own duty to use reasonable care.
17. Safety, Conduct, and Damage
17.1Client will reasonably help maintain safe access and prevent Client, beneficiaries, and guests from harassing personnel, obstructing Services, or damaging equipment or property.
17.2After notice and a reasonable opportunity to correct the issue when feasible, Company may suspend or end affected Services if conduct or conditions create a material safety risk or persistent interference.
17.3Client is responsible for documented reasonable repair or replacement costs for damage directly caused by Client or Client’s guests, excluding ordinary wear and damage caused by Company or its vendors.
17.4Company remains responsible for damage directly caused by Company or its personnel.
18. Dispute Resolution
18.1Before filing a claim, the parties will give written notice describing the dispute and confer in good faith for at least 15 calendar days.
18.2If the dispute remains unresolved, either party may bring an eligible claim in small claims court.
18.3Any other dispute will be resolved by binding arbitration in Miami Dade County, Florida, before one neutral arbitrator under the consumer or commercial rules applicable to the dispute.
18.4The arbitrator may award any remedy available under applicable law. Each party will pay its own legal fees and an equal share of forum fees unless the arbitrator or applicable law requires otherwise.
18.5Either party may seek temporary court relief to protect people, property, confidential information, or intellectual property.
18.6This Section does not waive a nonwaivable consumer right.
19. Florida Law and Notices
19.1Florida law governs the agreement without regard to conflict of laws principles.
19.2Court proceedings permitted by Section 18 must be brought in a court with jurisdiction in Miami Dade County, Florida, except where applicable law requires another venue.
19.3Formal notices must be sent to the email or physical address stated in the Quote and are effective when confirmed delivered.
20. General Terms
20.1If a provision is unenforceable, it will be limited only as necessary and the remaining provisions will continue.
20.2A waiver must be in writing and applies only to the specific instance stated.
20.3The agreement is the entire agreement about the Services and supersedes prior discussions and representations about them.
20.4A change is effective only in a writing accepted by both parties.
20.5Electronic signatures, typed acceptance, and acceptance through an electronic contracting system are binding to the same extent as original signatures.
20.6The parties may sign counterparts that together form one instrument.
20.7Headings are for convenience and do not change meaning.