Client Agreement
Flat Rate Event Staffing Service
Last Updated August 21, 2026
Azentra Inc., d/b/a as National Event Staffing (“NES”) 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 NES. 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 NES’s Master Service Agreement for USA flatrate staffing. In the event of any conflict between this Agreement and the Master Service Agreement, the Master Service Agreement shall control. NES 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:
- NES 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 NES or of Client;
- The Client intends to hold an Event (“Event”); and
- The Client wishes to engage NES to provide Personnel for a fixed number of staffing hours as defined in the applicable Flat Rate Order.
- Services and Responsibilities of NES
NES will provide Personnel to be present at the Event and to carry out duties as outlined in the Flat Rate Order.
NES will take reasonable steps to ensure assigned Personnel have the skills and competencies required.
NES may replace Personnel at its sole discretion. NES 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.
NES’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.
- Responsibilities of the Client
The Client must provide NES 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 NES 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 NES for any claims arising from the Event or Client’s requirements.
- No Guarantee of Staffing or Results
NES does not guarantee that any Personnel will apply, accept, attend, or remain available. NES 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 NES’s control.
- Cancellations
All payments made to NES 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.
- Payments
Client shall pay NES in full, via bank wire transfer, prior to NES commencing any work on the Client’s Event. Payment in full constitutes NES’s acceptance of the Flat Rate Order and authorizes NES to begin sourcing, scheduling, and engaging Personnel.
Client’s payment covers both NES’s service fees and the compensation payable to Personnel. NES pays Personnel directly from funds received from Client under this Agreement.
Payment must be made by bank wire transfer only. Client acknowledges that this payment method is a required condition of NES agreeing to provide services under this Agreement.
Client acknowledges that bank wire transfers may take several business days to be received and cleared into NES’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.
NES 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 NES to provide services under this Agreement, and Client’s payment alone is sufficient to form a binding agreement.
Rush Fees:
– Payment received between 7 and 14 days prior to the Event start date: add up to 10% to the total payment.
– Payment received less than 7 days prior to the Event start date: add up to 20% to the total payment.
- Unauthorized Payment Challenges & Recovery
Client acknowledges that NES’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 NES 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 NES in restoring the payment.
- Non‑Solicitation of Personnel
The Client may not solicit or engage NES Personnel, whether as an employee, independent contractor, or otherwise, for 12 months after the Agreement ends without NES’s written consent.
Should Client engage or hire NES Personnel in breach of this section, Client agrees to pay NES a $2,000 placement fee per individual engaged.
This clause survives termination.
- 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 NES’s total compensation under this Agreement.
Both Parties waive rights to consequential, indirect, or incidental damages.
This clause survives termination.
- NO REFUNDS, NO DAMAGES, NO CLAIMS
NES 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.
- 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 NES 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.
- Promotional Marketing
Client acknowledges that NES may capture and use photographs or recordings taken by Personnel while working the Event for NES’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.
- 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.
This Agreement may be terminated prior to completion of the Event(s): (a) by mutual written agreement of the Parties; (b) by either Party for convenience, upon 30 days’ written notice to the other Party, provided the Event has not yet begun; or (c) by either Party immediately upon written notice if the other Party materially breaches this Agreement, including but not limited to Client’s failure to make payment as required under Section 5, and such breach remains uncured for 5 days after written notice of 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.
- 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, NES 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 NES’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.
- 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.
- 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.
- 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.
- General Provisions
The Client may not assign, transfer, sublicense, or delegate any rights or obligations under this Agreement without the prior written consent of NES.
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 NES 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 NES 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.
- Optional Dashboard Access & System Availability
From time to time, NES may provide Client with optional dashboard login access to view Event details or Personnel information. Dashboard access is provided as a courtesy convenience only and is not a required or guaranteed part of NES’s flat‑rate staffing service.
NES does not guarantee any specific timeframe for issuing dashboard login access. NES does not guarantee uninterrupted, error‑free, or continuous (“24/7”) access to the dashboard. Access may be temporarily limited or unavailable due to technical issues, maintenance, account‑session conflicts, browser/device problems, or other factors outside NES’s control.
NES will make reasonable efforts to assist Client with access issues; however, NES is not liable for any delay, inconvenience, or claimed loss resulting from limited, delayed, or unavailable dashboard access. NES’s staffing service obligations remain fully satisfied regardless of dashboard availability.