RETAINER: HOUSE OF DREAMMAKER will not be obligated to commence any services hereunder, including, but not limited to, designing the Experience, securing airlines, jets, villas, hotels, venues, vendors, services providers, or entertainment until HOUSE OF DREAMMAKER receives this original Agreement, signed by Client, together with payment of a non-refundable Retainer. If paid by check, the Retainer shall be considered received upon the date negotiable funds deposited into HOUSE OF DREAMMAKER’s bank account. The Retainer shall convert to the Security Deposit in accordance with Section 4 of this Agreement.
ESTIMATED PURCHASE PRICE: CHANGE ORDER: Client acknowledges that the Estimated Purchase Price is only an estimate, it may not be the final purchase price, and is subject to adjustment as indicated herein. Any additions or changes requested by Client and added after the Experience commences will be documented in a written “Change Order”. Further, to the extent that a Client makes an addition to an Experience without purchasing said addition through HOUSE OF DREAMMAKER, Client shall pay a service fees equal to thirty percent (30%) of negotiated, net costs of such addition as a Change Order. Client will be responsible for the cost of the Change Order, plus applicable service fees, regardless of whether the Change Order is signed by or received by Client. Payment of the Change Order plus any service fee is due upon Client’s receipt of an invoice from HOUSE OF DREAMMAKER. HOUSE OF DREAMMAKER will re-quote the Estimated Purchase Price if any change order, either singularly or in the aggregate, causes an increase in the Estimated Purchase Price by more than 15% and Client agrees to be bound by the revised Estimated Purchase Price.
SECURITY DEPOSIT: HOUSE OF DREAMMAKER requires a security deposit to cover procurement of incidentals incurred during the Experience. The Security Deposit, less any sums for damages or costs as defined herein, charged to HOUSE OF DREAMMAKER by Suppliers or charged by HOUSE OF DREAMMAKER, including but not limited to Change Orders (either approved by Client by email or utilized by the Client), on-site requests, HOUSE OF DREAMMAKER staff overtime hours, on board catering, room service, mini bar, telephone/facsimile charges, or any other expenses will be returned to Client upon completion of the Experience and receipt by HOUSE OF DREAMMAKER of final billing from all Suppliers.
To the extent that a Retainer is paid pursuant to Section 2 of this Agreement, the entire amount of the Retainer shall be immediately converted to a Security Deposit forty five (45) days prior to departure for the Experience. The Security Deposit shall be held for the duration of the Experience, and shall be applied pursuant to this Section 4.
PAYMENT TERMS: Payment terms are as follows:
- AGREEMENT EXECUTED NINETY (90) DAYS OR MORE PRIOR TO THE EXPERIENCE: If this Agreement is executed ninety (90) days or more prior to commencement of the Experience: (a) fifty percent (50%) of the Estimated Purchase Price is due and payable no later than the ninetieth (90th) day prior to commencement of the Experience, and (b) the outstanding balance of the Estimated Purchase Price is due and payable by the Client to HOUSE OF DREAMMAKER no later than the sixtieth (60th) day prior to commencement of the Experience.
- AGREEMENT EXECUTED LESS THAN NINETY (90) DAYS PRIOR TO THE EXPERIENCE: If this Agreement is executed less than ninety (90) days prior to the commencement of the Experience, the entire Estimated Purchase Price is payable upon execution of this Agreement.
- SECURITY DEPOSIT: Balance of the Security Deposit is due 30 days prior to departure for the Experience or the commencement of the event.
- FINAL INVOICE: Any balance remaining after the Experience shall be invoiced to Client and is payable upon receipt of the invoice. Client agrees to wire transfer funds to the designated HOUSE OF DREAMMAKER banking institution.
- CURRENCY; EXCHANGE RATES: All payments shall be made by HOUSE OF DREAMMAKER in the currency in which the cost will be incurred. As such, until the time that the first payment under Section 5.B. or 5.C. is received by HOUSE OF DREAMMAKER, all quotations in US Dollars and/or foreign currencies (including the Estimated Purchase Price) are subject to exchange rate fluctuations. Upon receipt of first payment under Section 5.B. or 5.C., the then-applicable the “strike price” will apply to each transaction, which shall be determined within 72 hours from the time negotiable funds are deposited by Client into the account of HOUSE OF DREAMMAKER.
SUPPLIERS: Client acknowledges that most of the services and goods as outlined herein and arranged for by HOUSE OF DREAMMAKER will in fact be provided by airlines, private jets, cruise ships, carriers, hotels, privately owned villas, caterers, night clubs, private yacht companies, chauffeurs, bus operators, and other independent contractors, musicians, dance troupes, bartenders, vendors, entertainers, videographers, DJs, production personnel, stuntmen and service providers (collectively, the “Suppliers”) that HOUSE OF DREAMMAKER does not control. Client acknowledges HOUSE OF DREAMMAKER has exercised reasonable care to ensure that proper arrangements have been made for Client. Any delay or rescheduling caused by a Supplier shall not constitute a failure by HOUSE OF DREAMMAKER to fulfill its obligations hereunder. HOUSE OF DREAMMAKER, in performing its services hereunder, disclaims any liability to Suppliers or privity of agreement with Suppliers. Client agrees that HOUSE OF DREAMMAKER has no responsibility or liability whatsoever for the acts or omissions of any of the Suppliers. Without limiting the immediately preceding sentence, HOUSE OF DREAMMAKER assumes no responsibility for and cannot be held liable for any personal injury, property damage (including lost luggage) or other loss, accident, delay, inconvenience, or irregularity which may be occasioned either by reasons of (1) any wrongful, negligent or unauthorized acts or omissions on the part of any of the Suppliers, (2) any wrongful, negligent, or unauthorized acts or omissions on the part of any employee of the Suppliers, (3) any defect in or failure of any vehicle, equipment or instrumentality owned, operated or otherwise used by any of the Suppliers, or (4) any wrongful, negligent, or unauthorized acts or omissions on the part of any other person not under the direct control of HOUSE OF DREAMMAKER. Furthermore, and without limiting the immediately two preceding sentences, HOUSE OF DREAMMAKER cannot be held responsible for any delays or failure by its Suppliers to perform due to causes beyond its control, including without limitation, any laws, regulations, governmental orders, acts of God, weather conditions, airline business failure, wars, terrorism or terrorist acts, mechanical failures, illness, quarantine, strikes or other causes not controlled by HOUSE OF DREAMMAKER and not known to HOUSE OF DREAMMAKER at the time of departure. HOUSE OF DREAMMAKER and Client acknowledge that each is an independent entity and, except as set forth in this Agreement, is not an agent of the other and no personnel of one party is an employee of the other for federal (USA) or other sovereign (foreign or state) tax or any other purposes.
AIR TRANSPORTATION: All air transportation shall be booked through HOUSE OF DREAMMAKER on airlines designated by HOUSE OF DREAMMAKER. Notwithstanding anything to the contrary herein contained, whenever HOUSE OF DREAMMAKER arranges any type of air transportation at Client’s request, HOUSE OF DREAMMAKER acts as the agent of the air carrier.
DOCUMENTATION: A valid passport required for travel outside the United States. Obtaining proper documents and meeting any other requirements for travel outside the United States is the responsibility of Client and all Guests. HOUSE OF DREAMMAKER is happy to assist in the procurement of any and all documents but said shall be subject to a service fee.
NAMES OF PARTICIPANTS: No later than 65 days prior to departing for the Experience, Client must confirm in writing the number of persons in its party and the name of each person who will be participating in the Experience. Under new international travel security regulations, middle names must be included. Failure to do so may impede HOUSE OF DREAMMAKER’s ability to confirm appropriate airline reservations and seating. If the number given by Client varies from the number of guests indicated on page one, (1), of this agreement then HOUSE OF DREAMMAKER reserves the right and is entitled to adjust the Estimated Purchase Price to compensate for any increase or decrease in costs caused by the change in the number Guests. In the event of a decrease in the number of guests, HOUSE OF DREAMMAKER is entitled to maintain the integrity of its profit margin while crediting client with any variable costs (i.e. airline tickets, hotel rooms, etc.).
NAME CHANGES / GUEST SUBSTITUTIONS: HOUSE OF DREAMMAKER will use reasonable efforts to accommodate substitutions of Guests, name changes, or additions requested by Client, provided same are made up to 14 days prior to departing for the Experience. Any cancellation penalties or change fees for substitutions or name changes will be the responsibility of the Client, and paid immediately upon receipt of an invoice from HOUSE OF DREAMMAKER. Substitutions and / or name changes within 14 days or less of Commencement Date for the Experience are not allowed. Under new international travel security regulations, there can be no name changes on any plane tickets that have been issued. Client agrees to comply with all airline regulation and policies. Guest additions may result in additional costs associated with reconfiguration of housing or other accommodations. Such increased costs will be documented in a written change order payable in accordance with the terms of paragraph three, (3), above. HOUSE OF DREAMMAKER also reserves the right to decline to accept or retain any person as a Client or Guest at any time. In such cases, refunds will be based on the cost of the unfinished portion of the Experience, as determined by HOUSE OF DREAMMAKER in its sole discretion. HOUSE OF DREAMMAKER, its agents, sub-agents, suppliers, nor any other person shall not owe any refund in the event any Client and/ or any Guest voluntarily leave the Experience early or at an unscheduled time.
- Fees. If, after receipt of the Deposit, this Agreement is canceled by Client for any reason, fees as stated herein shall be immediately due and payable without set off or deduction. In the event of a cancellation, for any reason, all monies paid to HOUSE OF DREAMMAKER shall be retained in full by HOUSE OF DREAMMAKER as credit to be used by Client in the forthcoming twenty-four (24) months from the original date of this Agreement. HOUSE OF DREAMMAKER shall deduct a non-refundable penalty of 15% of the full contracted amount as well as expenses and costs including but not limited to all monies lost to deposits on hotels, airline, entertainment, site inspections, contract labor, referral fees, retainers etc. The remaining balance shall be credited in full towards the next experience. In the event the destination is changed from the original location contracted, HOUSE OF DREAMMAKER is entitled to collect an additional retainer of 10% of the new estimated amount for its efforts. Said retainer shall apply in full to the final invoice of said Experience, as shall the former retainer paid. Any remaining credits to be applied to any trip must be one that is created by HOUSE OF DREAMMAKER and within the creative design parameters including but not limited to being fully inclusive.
- Conditions. For purposes of this Agreement any breach by Client, including a failure to make payments when required under paragraph 5, shall constitute a cancellation herewith. Cancellation requests must be made in writing to House of DreamMaker, Two Allen Center, 1200 Smith St., suite 1600, Houston, Texas 77002. Client acknowledges and agrees that no travel agents, sub-agents, or other person, employee or agent of HOUSE OF DREAMMAKER has any right or authority to bind HOUSE OF DREAMMAKER to any refund monies other than those specifically agreed to herein.
SUBSTITUTIONS: HOUSE OF DREAMMAKER reserves the right, on notice to Client, to substitute hotels, villas, boats, cars, venues, entertainers, musicians, DJs, chefs, bartenders, or airlines for any reason and to cancel or withdraw or alter, in whole or in part, the Experience prior to or after the Experience commences should HOUSE OF DREAMMAKER, in the exercise of its commercially reasonable judgment, determine that circumstances require substitution, or change whether as a result of closures of any kind, repairs and maintenance, inclement weather or any other factors beyond the control of HOUSE OF DREAMMAKER, and HOUSE OF DREAMMAKER will have no liability for any loss arising from such substitutions, change, or cancellation. HOUSE OF DREAMMAKER will use its reasonable best efforts to secure only substitutes, which are reasonably equivalent.
TRANSFERS: All transfers between hotels, villas, boats, airports, train stations or other places are at Client’s expense unless specifically included in this Agreement. If any delays preclude the use of prepaid accommodations or activities, the cost of those accommodations or activities shall be non-refundable. All transportation included for each event or client movement is limited to the length of event. Should a HOUSE OF DREAMMAKER employee determine it is in the best interest and/or safety of the client to provide additional hours of service HOUSE OF DREAMMAKER shall be entitled to invoice for said hours of additional service without prior approval of the client. All costs incurred by any late arrivals or early departures must be borne in full by Client (i.e., taxi, restaurant, and hotel fees). HOUSE OF DREAMMAKER is not liable for any expense due to any missed airplanes, trains, buses, or any other form of travel, or for any inconvenience suffered by Client due to late transfer arrivals or departures for any reason. Although HOUSE OF DREAMMAKER sells the air travel associated with the Experience, the Experience itself does not begin until the Client arrives at the designated hotel or villa. Client and Guests shall be deemed to be departing for the Experience on the date when they leave their residence.
CONFIDENTIALITY, NON-CIRCUMVENTION AND NON-DISCLOSURE: Client agrees that any and all information and knowledge of HOUSE OF DREAMMAKER’s Experience planning, including, but not limited to, any and all information concerning castles, villas, private homes, private islands, any of the persons and/or entities who provide services or supplies to HOUSE OF DREAMMAKER, and pricing of the Experience, which HOUSE OF DREAMMAKER reveals to Client as part of Experience planning is proprietary to HOUSE OF DREAMMAKER and Client agrees to treat such information and knowledge as confidential and agrees not to use such information and knowledge for its own benefit or the benefit of any other person or entity. The Client agrees not to divulge, publish, copy or duplicate, or authorize anyone else to divulge, publish, copy or duplicate, nor to use for any purpose any of the proprietary information revealed by HOUSE OF DREAMMAKER unless specifically authorized to do so in writing by HOUSE OF DREAMMAKER. Further, the Client agrees not to engage or cause any third party, friend, family member, company, or employee to engage any Suppliers utilized by HOUSE OF DREAMMAKER in the Experience for a period of twenty-four (24) months after the conclusion of the Experience, except with the prior written consent of HOUSE OF DREAMMAKER.
During the term of this Agreement, the client agrees not to pursue or engage in any transactions involving the Potential Transaction, or contact directly or indirectly any party-in-interest relation to the House of DreamMaker’s business or pursue any introduction of any party of interest without the House of DreamMaker’s prior written consent. The client agrees that all communications regarding the Experience Designer Agreement, requests for additional information, and discussions or questions regarding procedures will be submitted or directed to the House of DreamMaker and not directly with any other party. The Client consents not to use the Confidential Information to the detriment of the House of DreamMaker’s and to use it only in connection with its evaluation of the Experience Designer Agreement. The House of DreamMaker shall be present in the engagement of any transaction involving the House of DreamMaker with introduced parties-in-interest by the Client
DREAMMAKER BRANDING: The Client agrees that HOUSE OF DREAMMAKER may, from time to time, include “DreamMaker” branding on certain aspects of the Experience so long as use of such branding is not intrusive, invasive, obvious or otherwise negative (i.e. HOUSE OF DREAMMAKER may not post a DreamMaker banner at venue).
- Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.
- Arbitration. Client agrees that any dispute or controversy arising out of, relating to, or in connection with this Agreement, or the interpretation, validity, construction, performance, breach, or termination thereof, shall be resolved in accordance with a two step dispute resolution process administered by JAMS involving, first, mediation before a retired judge from the JAMS panel, followed, if necessary, by final and binding arbitration before the same, or if requested by either party, another JAMS panelist. Such mediation and arbitration, if necessary shall be held in Houston, Texas in accordance with the Commercial Arbitration Rules then in effect of JAMS (the “Rules”). The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The arbitrator(s) will apply Texas law to the merits of any dispute or claim, without reference to rules of conflicts of law. The arbitration proceedings will be governed by federal arbitration law and by the Rules, without reference to state arbitration law. Client hereby consents to the personal jurisdiction of the state and federal courts located in Texas for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants. CLIENT HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION. CLIENT UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, CLIENT AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF CLIENT’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO THE AGREEMENT GRANTED HEREUNDER.