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North Agenda LLC Terms and Conditions

Company: North Agenda LLC (“North Agenda,” “we,” “us,” “our”)
Address: 303 N Glenoaks Blvd #200, Burbank, CA 91502
Contact: info@northagenda.com

1. Agreement and Acceptance

These Terms and Conditions (“Terms”) govern all services provided by North Agenda. By requesting services, approving a proposal or estimate, signing a statement of work, confirming approval by email or text, or paying any invoice (including a deposit), you (“Client,” “you”) agree to these Terms.

If you accept on behalf of an entity, you represent you have authority to bind that entity.

2. Order of Precedence

If there is a conflict between these Terms and a signed Statement of Work (“SOW”) or written scope, the SOW controls only for that specific conflict. These Terms control for everything else.

3. Scope of Services

North Agenda provides professional services that may include business advisory, operations support, event production management, project management, strategy, and related consulting (“Services”). Deliverables, timelines, and pricing are defined in the SOW, proposal, estimate, approved email thread, or invoice notes.

Anything not explicitly listed in the approved scope is out of scope and may require a change order (Section 6).

4. Client Responsibilities

You agree to:

• Provide timely access to decision makers, information, files, accounts, and vendors.

• Provide accurate, complete information and instructions.

• Secure all permissions, releases, licenses, and approvals for materials you provide.

• Respond to questions and approvals promptly. If your delay impacts the schedule, timelines shift and rescheduling fees may apply.

If Client inputs are late or incomplete, North Agenda may pause work, re-sequence priorities, or move your project to the next available slot.

5. Scheduling and Capacity

Scheduling is reserved only after written approval and, when applicable, receipt of deposit or prepayment. Calendar holds may expire if payment is not received by the stated deadline.

Rush work, nights, weekends, and holidays may incur premium rates.

6. Changes, Revisions, and Change Orders

We use change orders to avoid scope drift.

• Included revisions, if any, are defined in the SOW.

• A change order is triggered by new deliverables, added stakeholders, new meetings beyond what was planned, new rounds of revisions beyond included revisions, direction shifts, rework caused by changing preferences, or changes to assumptions.

Change orders may be approved by email or text confirmation and may require additional deposit.

7. Fees, Invoicing, and Payment Terms

Fees are defined in the SOW, proposal, or invoice. Unless otherwise stated, invoices are due upon receipt.

North Agenda may require deposits, retainers, milestone payments, or prepayment.

If you believe an invoice is incorrect, you must notify us in writing within 7 calendar days of the invoice date with specific detail. Undisputed portions remain due.

8. Late Payment, Collections, and 90+ Day Delinquency Fee

If an invoice is not paid on time:

1. Late charge: We may charge 1.5% per month (18% APR) on the unpaid balance or the maximum allowed by law, whichever is lower.

2. Pause rights: We may pause work and withhold deliverables (see Section 29).

3. Collections: You agree to pay reasonable collection costs, including administrative time, collection agency fees, court costs, and attorneys’ fees where permitted.

90+ days past due delinquency fee: If an invoice remains unpaid for more than 90 days, we may assess a one time delinquency fee of up to 33% of the then outstanding unpaid balance, as a reasonable estimate of the increased administrative burden, collection effort, opportunity cost, and risk. This fee is in addition to other amounts due, but we will not apply charges in a way that exceeds what is permitted by law.

How payments are applied: Payments are applied first to collection costs, then fees, then interest, then principal, unless prohibited by law or unless we agree otherwise in writing.

9. Expenses and Third Party Costs

Some projects require third party costs such as travel, rentals, shipping, printing, ad spend, permits, venues, software subscriptions, subcontractors, or vendor deposits.

• Third party costs are billed to Client either directly by the vendor or as pass through costs.

• Third party costs are typically non refundable once committed.

• If North Agenda advances third party costs, reimbursement is due upon receipt unless otherwise stated.

10. Third Party Vendors and Platforms

We may coordinate with third party vendors and platforms, but we do not control them. North Agenda is not liable for vendor failures, platform outages, delays, cancellations, or quality issues outside our control. We will act commercially reasonably to mitigate impact.

11. Cancellations and Rescheduling

If Client cancels or reschedules:

• You pay for work performed to date plus any non recoverable costs and commitments.

• Rescheduling may incur restart costs, rebooking fees, and vendor penalties.

• For event and production work, short notice cancellations often cause real losses. Your SOW may include a specific cancellation schedule. If not, cancellation fees will be based on time reserved, work completed, and non recoverable costs.

12. Pauses and Reactivation

If a project pauses due to Client delay or changing priorities, North Agenda may:

• Invoice for work completed to date

• Close the project and require a restart fee to re onboard

• Reschedule based on next availability, which may be materially later than the original timeline

13. Approvals, Acceptance, and Sign Off

Client is responsible for reviewing deliverables promptly. Deliverables are deemed accepted when any of the following occurs:

• You approve in writing

• You publish, distribute, or use the deliverable

• 7 calendar days pass with no written rejection specifying concrete issues

Requests after acceptance are treated as a change order.

14. No Guaranteed Outcomes

You acknowledge Services involve variables outside our control. We do not guarantee any specific financial results, revenue, attendance, ticket sales, press placements, platform performance, or vendor performance. Any forecasts are directional, not promises.

15. Intellectual Property and Ownership

Client materials: You retain ownership of materials you provide. You grant a limited license to use them solely to perform Services.

North Agenda background IP: We retain ownership of our tools, templates, frameworks, checklists, processes, methods, and know how developed before or outside your engagement (“Background IP”).

Deliverables license: Upon full payment, Client receives a license to use the final deliverables for the intended business purposes defined in scope. Unless the SOW explicitly assigns ownership as “work made for hire” or includes a written assignment, North Agenda retains Background IP and general know how.

16. Portfolio, Case Studies, and Public Mentions

Unless you request confidentiality in writing, you allow North Agenda to list you as a client and describe the work at a high level for marketing. No sensitive or confidential details will be disclosed.

17. Confidentiality

We will treat Client confidential information as confidential and use it only to perform Services. Confidentiality does not apply to information that is public, already known to us without obligation, independently developed, or rightfully received from a third party.

If you need stricter terms, we can sign a separate NDA.

18. Data, Access, and Security

If you provide access to systems, you represent you have authority to grant access. You are responsible for backups, admin controls, and secure credential practices including MFA where available.

We take reasonable precautions, but no system is 100% secure. We are not liable for third party breaches, platform outages, or Client credential failures.

19. Use of Subcontractors

We may use subcontractors or specialists. North Agenda remains responsible for managing the work product to the agreed scope.

20. Independent Contractor

We are an independent contractor and not an employee, partner, agent, or fiduciary of Client. Client is not authorized to bind North Agenda to third party agreements.

21. Non Solicitation

During the project and for 12 months after the last date of Services, Client agrees not to solicit for hire or contract North Agenda personnel or subcontractors involved in the project, unless North Agenda agrees in writing. General public job postings not targeted at our team are allowed.

22. Disclaimer of Warranties

Services and deliverables are provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non infringement.

23. Limitation of Liability

To the maximum extent permitted by law:

• We are not liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, lost revenue, lost data, or business interruption.

• Our total liability for any claim related to Services will not exceed the amount paid by Client to North Agenda for the specific Services giving rise to the claim during the 3 months immediately preceding the event.

24. Indemnification

Client agrees to defend, indemnify, and hold harmless North Agenda from claims arising from:

• Client provided materials, instructions, or approvals

• Client products, services, events, venues, or vendor relationships

• Client violation of laws or third party rights

25. Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control, including severe weather, natural disasters, fire, power outages, strikes, pandemics, government actions, platform outages, vendor failures, or transportation disruptions. Timelines shift accordingly and committed third party costs remain payable.

26. Disputes, Arbitration, Governing Law

The parties will attempt good faith resolution within 30 days of written notice.

If unresolved, disputes will be resolved by binding arbitration in Los Angeles County, California, except either party may bring an eligible claim in small claims court. California law governs without regard to conflict of laws principles.

The prevailing party may recover reasonable attorneys’ fees and costs where permitted.

27. Notices

Notices must be sent by email and are considered delivered when confirmed by reply, or 24 hours after sending if no bounce back occurs.

28. Authorized Contacts and Approval Authority

Client must designate at least one authorized contact with approval authority. Instructions and approvals from the authorized contact are binding on Client. If Client changes the authorized contact, Client must notify North Agenda in writing.

If multiple stakeholders give conflicting directions, North Agenda may pause work until Client provides a single consolidated direction.

29. Withholding Deliverables, Suspension, and Access Removal

If payment is overdue or Client breaches these Terms:

• North Agenda may suspend work immediately.

• North Agenda may withhold deliverables, files, licenses, and access until all amounts due are paid.

• If we manage any Client platform or account access, we may remove our team’s access until the account is in good standing.

30. Chargebacks and Payment Disputes on Card Transactions

Client agrees not to initiate a chargeback or payment reversal for any undisputed amount. If Client initiates a chargeback without first providing written notice and a good faith attempt to resolve, Client is responsible for:

• the disputed amount

• chargeback fees assessed by the payment processor

• reasonable administrative time to respond and document the dispute

31. Meeting Policy and Communication Boundaries

To keep delivery efficient:

• Meeting frequency, duration, and included participants are defined by the SOW or project plan.

• Additional meetings, repeated recap calls, or ad hoc stakeholder syncs beyond the plan may be billed.

• Communication channels may be limited to email and scheduled calls unless otherwise agreed.

32. File Storage, Retention, and Handoff

Unless otherwise stated:

• Working files may be stored in our systems during delivery.

• After project close, we may archive or delete project files after 90 days.

• Client is responsible for requesting and storing final files and backups.

If Client requests retrieval after archival or deletion, reconstruction and retrieval time may be billed if feasible.

33. Client Provided Content Warranty

Client represents that any content, logos, music, images, footage, or materials provided do not infringe third party rights and that Client has all required permissions and releases. Client indemnifies North Agenda for claims arising from Client provided materials.

34. AI Tools and Automation Tools

North Agenda may use modern tools, including AI assisted tools, automation software, and third party platforms to improve speed and quality, unless Client opts out in writing. Client acknowledges:

• third party tools have their own terms and limitations

• outputs may require human review and Client approval

• Client remains responsible for final decisions and compliance

35. Non Exclusivity and Conflicts

Unless the SOW states otherwise, the engagement is non exclusive. North Agenda may work with other clients, including those in adjacent markets, provided we do not knowingly use Client confidential information to Client’s disadvantage.

36. On Site Safety, Stop Work Authority, and Workplace Conduct

For on site work, Client is responsible for providing a safe working environment and compliance with venue rules and applicable laws. North Agenda may stop work if conditions are unsafe, unlawful, or materially non compliant. Time lost due to unsafe conditions, access failures, or venue issues may be billable and schedules may shift.

37. Taxes and Withholding

Client is responsible for all taxes associated with Client’s payments and business activities. North Agenda does not provide legal, tax, or accounting advice unless expressly stated in the SOW. Client will not withhold taxes from amounts payable to North Agenda unless required by law.

38. Claim Deadline

To reduce long tail risk, any claim relating to Services must be brought within one year of the events giving rise to the claim, to the extent permitted by law, or it is permanently barred.

39. Assignment

Client may not assign or transfer this agreement without our written consent. North Agenda may assign as part of a merger, acquisition, or internal restructuring.

40. Severability

If any provision is found unenforceable, the remaining provisions remain in effect. The invalid provision will be replaced with an enforceable one that most closely matches intent.

41. Updates to These Terms

We may update these Terms from time to time. The version posted on our website applies as of its effective date. For active projects, the version in effect at the time of acceptance applies unless both parties agree otherwise in writing.

42. Entire Agreement

These Terms plus any applicable SOW, proposal, and invoices are the entire agreement and supersede prior discussions.

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