These ROCKFORCE TERMS & CONDITIONS (these “Terms”) apply to all services (the “Services”) provided by the RockForce entity (“RockForce”) for the customer entity (“Client”) pursuant to a quote, statement of work, or similar document (each, an “SOW”). RockForce and Client are sometimes referred to in these Terms individually as a “Party” and collectively as the “Parties”. By accepting Services from RockForce, Client agrees to be bound by these Terms regardless of whether or not these Terms or the applicable SOW are actually signed by the Parties.
If the Parties have previously executed an agreement applicable to the Services, that agreement shall govern to the extent inconsistent with these Terms.
If the terms of any SOW conflict with these Terms, the terms of the
Services & Rates:
The Services and Rates are as stated in the applicable SOW and only subject to change with written notice and agreement. Each SOW will govern to the extent inconsistent with these Terms.
Parking:
Parking charges are not included in any rates. Any parking charges incurred are the responsibility of the Client.
Crew Size:
All crew calls must include 1 Steward, crew calls over 100 require 2 Stewards, and crew calls over 200 require 3 Stewards. All crew calls with 1 or more crew members require 1 working crew lead. Calls over 12 crew members require 1 site-wide crew chief and multiple site-wide crew chiefs with over 100 crew members.
Call Times:
All calls are 8-hour minimums, and all calls are billed in 1-hour increments, unless prior arrangements have been made. A call back after a meal break shall be billed at a 2-hour minimum.
Overtime:
After 10 hours in one day, the time and one-half rate will be charged, and after 14 hours in one day, the double-time rate will be charged, unless state laws specify different overtime rules. Overtime rates of time and one-half are charged after 40 hours in a work week (Sunday to Saturday) and/or Services provided between 12:00 am and 7:00 am. If a shift begins between 12:00 am and 7:00 am, the first 8 hours of the shift will be charged at time and one-half.
Meals:
A meal break will be provided after 5 hours worked. The meal break will be 1 hour off the clock if the employee must go off-site, and one-half hour on the clock if the employee is fed on-site. A meal penalty will be assessed if no break is provided after 5 hours, except if the working shift is 6 hours or less.
Hydration & Accommodations:
Client must provide ample hydration for working crews unless prior arrangements have been made for RockForce to supply hydration at Client’s expense. Client must provide all workers with sanitary and immediately available toilet facilities.
Premium Time & Holidays:
Holiday rates shall be charged at the time and one-half rate for the first 8 hours, then double-time rate after 8 hours. Holidays are Martin Luther King, Jr. Day, Easter, Memorial Day, Juneteenth (June 19), 4th of July, Labor Day, Veterans Day, Thanksgiving Day, Christmas Eve after 12:00 pm, Christmas Day, New Year’s Eve, and New Year’s Day. Holiday rates stay in effect until 8:00 am the following day after the holiday.
Cancellations:
Cancellations with less than 48-hours notice are charged at an 8-hour day per person. Complete show cancellation will result in coverage of all hard costs and an advancing/unwinding fee based on overall show size, as mutually agreed by the Parties, in each case acting reasonably and in good faith.
Deposits & Payment:
An amount equal to 70% of the quote is due and payable as a deposit by Client before the first day of work. A subsequent deposit equal to 20% of the quote is required the first day of the applicable show/event. The balance owed is due 3 days from the date of the invoice. In the event of any suspension or termination of a SOW or an event described therein for any reason, including, without limitation, a Force Majeure Event, RockForce shall be entitled to the balance of any compensation accrued and due for Services rendered up to the time of termination, plus reasonable costs and expenses incurred due to termination, including, without limitation, any non-cancellable compensation for Services due to be rendered following such suspension or termination. Contractor shall use reasonable efforts to mitigate such costs and expenses. Where there is a legitimate dispute as to all or a part of RockForce’s invoice, then (i) Client shall notify RockForce of such dispute within 48 hours after receipt of RockForce’s invoice, (ii) if Client fails to timely dispute all or part of RockForce’s invoice, inquiries or disputes regarding such invoice shall be deemed waived, (iii) Client shall remain obligated to timely pay any portion of RockForce’s invoice that is not in dispute, and (iv) the Parties, acting reasonably and in good faith, agree to promptly resolve any invoice dispute prior to taking further action hereunder.
Credit Card Fee:
A 4.9% service fee is added to all invoices if payment is made by credit card.
Hours & Safety:
Client affirms that it alone has the ability to verify RockForce’s employees’ hours and to ensure that Client complies with all wage and hour requirements under applicable state and federal law, including, but not limited to, any and all legal requirements that RockForce’s employees receive meal periods, rest periods and overtime pay. Client affirms that it has verified or will verify RockForce’s employees’ hours and that they are correct. Client agrees that RockForce is lending its employees to Client to work under their direct supervision and control. It is Client’s responsibility to check all work for compliance and safety.
Daily Sign Off:
Client will receive a daily report to be approved by Client. By confirming receipt of a daily report, Client is agreeing to the amounts set forth therein.
Independent Contractor:
The status of RockForce will be that of an independent contractor, and RockForce and its employees will not be deemed employees or agents of Client.
Restrictions On Employees:
Client agrees that it will not entrust any RockForce employees with unattended premises, two-way radios, heavy equipment, golf carts, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables without the express prior written permission of RockForce and then only under RockForce’s direct supervision and control, and that it will not request or permit any RockForce employee to use any vehicle, regardless of ownership, in connection with the performance of services for Client. Client agrees that RockForce shall have no liability for the theft or loss of any item related to RockForce employees’ cash handling or the handling of other valuables unless RockForce has expressly agreed with Client that RockForce’s employees will be handling cash or other valuables as part of the services provided hereunder. Client agrees that RockForce shall not be responsible for any claim that can only be established by indirect evidence.
Indemnity:
RockForce and Client agree to indemnify, defend, and hold harmless one another from and against any and all third-party claims arising out of any violation of law, rule, regulation or order, and from any and all claims or liabilities, including reasonable attorney’s fees, for loss, damage or injury to persons or property to the extent arising from such Party’s (including such Party’s employees, agents, and representatives): (i) negligence or willful misconduct; (ii) violation of applicable law; (iii) breach of any representation or warranty contained herein; or (iv) fraud.
Liability Limitation:
TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES OR EXPENSES (INCLUDING WITHOUT LIMITATION, LOST PROFITS OR OTHER ECONOMIC LOSS), EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ROCKFORCE’S MAXIMUM LIABILITY TO CLIENT IN THE AGGREGATE IN ANY MANNER RELATED TO OR ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF (A) THE AMOUNT PAID BY CLIENT TO ROCKFORCE FOR THE SERVICES, AND (B) THE INSURANCE LIMITS REQUIRED TO BE MAINTAINED BY ROCKFORCE HEREUNDER.
RockForce’s Insurance:
RockForce shall maintain the following insurance coverage: (i) Commercial General Liability Insurance (“CGL”) in an amount no less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (ii) Auto Liability Insurance (“AL”) in an amount no less than $1,000,000 per occurrence; (iii) Excess/Umbrella Liability Insurance (“Umbrella”) in an amount no less than $5,000,000 per occurrence and $5,000,000 in the aggregate. RockForce agrees to name Client as an “additional insured”.
Client’s Insurance:
Client shall maintain the following insurance coverage: (i) CGL in an amount no less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (ii) AL coverage in an amount no less than $1,000,000 per occurrence; (iii) Umbrella in an amount no less than $5,000,000 per occurrence and $5,000,000 in the aggregate. Client agrees to name RockForce as an “additional insured”.
Right-To-Know Laws:
With respect to RockForce employees, Client agrees to comply with right-to-know laws, OSHA and other related state and federal statutes. Client agrees to notify RockForce and each employee assigned to Client of any hazardous situations, any mandated OSHA training or any chemicals to be handled. Client further agrees to provide proper safety and health training, including hazard communications, to provide safe working conditions and all necessary and required safety and other equipment for any RockForce employee assigned to Client.
Equal Employment Opportunity:
Client agrees to comply with all federal, state and local equal employment opportunity and anti-discrimination laws and to provide RockForce employees a workplace free from any unlawful discrimination, including sexual harassment. Client agrees to cooperate with RockForce to comply with the American Disabilities Act and the Family and Medical Leave Act with respect to RockForce employees.
Referral Fee:
If Client, or any of its divisions, parent, subsidiaries, affiliates or successors or assignees employs or engages an independent contractor or employee, directly or indirectly (including indirectly through another agency or entity), on a full-time, part-time, or temporary basis that was assigned by RockForce to perform services for Client hereunder, Client shall pay RockForce a fee of 25% of such person’s annual salary, day rate, or wage, unless otherwise agreed in writing between Client and RockForce for a different fee for 6 total months of Client’s direct hire. If any such person is employed on a part-time basis, the fee shall be based upon the full-time equivalent salary. The fee is payable if any such person is employed by Client at any time within 6 months following the letter of termination from RockForce.
Subcontracting:
RockForce may engage any of its affiliates to fulfill its obligations hereunder. These Terms apply for the benefit of RockForce on its own behalf and each of its affiliates. Each RockForce affiliate that provides services hereunder shall be deemed to be a Party to these Terms as to the SOW that names such RockForce affiliate. The rights and obligations under these Terms are to be determined based on the RockForce affiliate that performs the Services. In no event shall Client or any Client affiliate have any rights against RockForce or any RockForce affiliate except for the RockForce affiliate that actually performs the Services pursuant to a SOW. In addition to all other representations and warranties expressly set forth herein, RockForce represents and warrants that it is duly authorized and empowered to bind the RockForce affiliates to these Terms.
Delinquent Payments:
In the event that any amounts are not timely paid by Client, Client shall be responsible for (i) all additional costs or penalties imposed upon RockForce due to Client’s delinquent payment, and (ii) all expenses of collection, including reasonable attorneys’ fees, collection agency fees, and court costs, plus interest at the rate of 18% per annum or the highest rate allowable by applicable law, if less.
Client Representations:
Client represents and warrants to RockForce that: (i) it has all necessary rights and authority to accept these Terms and perform its obligations hereunder; (ii) it will comply with all applicable laws; (iii) it will provide a safe work environment to RockForce personnel; (iv) all information provided to RockForce pursuant to these Terms and the applicable SOW will be true and accurate in all respects; and (vi) it will obtain, maintain, and comply with all licenses, permits, and approvals from any governmental authority that may be required to enable RockForce to perform the Services.
Breach:
If either Party breaches these Terms or any SOW, and if such Party fails to cure such breach within 3 business days after written notice thereof, the non-breaching Party may: (i) terminate any applicable SOW, and/or (ii) pursue any and all legal and equitable remedies to which it may be entitled, including, without limitation, filing suit for damages and recovery of its reasonable attorneys’ fees and costs.
Force Majeure:
For purposes of this paragraph, a “Force Majeure Event” includes fire, inclement weather, strike, labor dispute, riot, governmental order or regulation, cyber-attack, pandemic, widespread power outage, failure of any information system or related technology, lack of labor capacity, or other contingency or event beyond the reasonable control of either Party. RockForce shall be entitled to cease performance of the Services, and shall be excused from performing the Services, in the event RockForce reasonably believes that continuation of the Services during a Force Majeure Event will jeopardize the safety of its employees and other personnel. RockForce shall have no liability for delays in performance of its obligations hereunder, including performance of the Services, to the extent caused by a Force Majeure Event.
Applicable Law; Jurisdiction:
These Terms and any SOW shall be governed by, subject to, and construed in accordance with, the laws of (i) the state where the majority of the Services are provided, or (ii) if Services are provided in multiple states, the State of Delaware, excluding any choice or law rules that may direct the application of the laws of another jurisdiction. Any legal suit, action, or proceeding arising out of or based upon these Terms or any SOW shall be instituted in the state or federal courts of such state.