Force Majeure

1. Definition of Force Majeure

For the purposes of these Terms and Conditions, “Force Majeure” means any event or circumstance beyond the reasonable control of either party that prevents or delays the performance of obligations under these Terms. Force Majeure events include, but are not limited to:

  • Natural disasters – earthquakes, floods, typhoons, hurricanes, wildfires, landslides, epidemics, pandemics (including government-imposed lockdowns, travel bans, or gathering restrictions)

  • Acts of government – war, terrorism, civil unrest, riots, sanctions, expropriation, changes in law or regulations, or orders from any governmental authority

  • Infrastructure failures – widespread power outages, internet or telecommunications failures, cyberattacks (including ransomware or DDoS attacks), or server downtime beyond our control

  • Labor disruptions – strikes, lockouts, or labor shortages affecting our suppliers or logistics partners

  • Supply chain disruptions – inability to source materials due to supplier closures, border closures, or raw material shortages caused by any of the above events

  • Other unforeseeable circumstances – fire, explosion, accident, or any other event that could not reasonably have been anticipated or prevented

2. Effect of Force Majeure

If either party is unable to perform its obligations under these Terms due to a Force Majeure event:

  • Suspension of obligations – The affected party’s obligations shall be suspended for the duration of the Force Majeure event, to the extent that performance is prevented or delayed.

  • No breach or liability – Neither party shall be held liable for any delay, non-performance, or damages arising from or related to a Force Majeure event.

  • Best efforts to mitigate – The affected party shall use reasonable efforts to mitigate the effects of the Force Majeure event and to resume performance as soon as practicable.

3. Notification Obligation

The party affected by a Force Majeure event shall notify the other party as soon as reasonably possible (ideally within 3 business days of becoming aware of the event). The notice should include:

  • A description of the Force Majeure event

  • The expected impact on performance (e.g., estimated delay, partial inability to perform)

  • Any steps being taken to mitigate the impact

If the affected party fails to provide timely notice, it shall be liable for any losses caused by such delay in notification.

4. Impact on Custom Event Services (Important)

Because our custom event decoration services are tied to specific event dates, Force Majeure events may have unique consequences:

  • Postponement – If your event date is affected by a Force Majeure event (e.g., government-mandated gathering ban, venue closure), we will work with you to reschedule the event to a mutually agreed alternative date, subject to our availability. The deposit and any payments made will be applied to the rescheduled date.

  • Cancellation due to Force Majeure – If rescheduling is not possible or if the Force Majeure event persists for more than 90 days, either party may cancel the custom service order. In such case:

    • Non-refundable deposits shall remain with us to cover sunk costs (design time, material pre-orders, venue hold fees, etc.).

    • Any payments made beyond the deposit for work not yet performed (e.g., final balance paid in advance) will be refunded, minus any unrecoverable third-party costs (e.g., non-refundable supplier deposits, shipping fees already incurred).

  • Last-minute event cancellation – If a Force Majeure event occurs within 7 days of your event date and we have already purchased materials, hired staff, or begun production, no refund shall be issued for payments made beyond the deposit, as these costs are typically non-recoverable at that stage.

5. Impact on Retail Product Orders

For retail product orders (non-custom, non-event):

  • Shipping delays – If a Force Majeure event causes shipping delays (e.g., port closures, carrier strikes, extreme weather), we will notify you as soon as possible. You may request a cancellation and refund only if the delay exceeds 30 days and the products have not yet shipped.

  • Inability to fulfill – If a Force Majeure event prevents us from fulfilling your order entirely (e.g., supplier bankruptcy due to pandemic, warehouse fire), we will issue a full refund for the unfulfilled portion of your order.

6. No Obligation to Accept Rescheduling Beyond Reasonable Limits

We will make every reasonable effort to accommodate rescheduling requests due to Force Majeure. However, we are not obligated to hold your deposit or pricing indefinitely. If:

  • The rescheduled date is more than 12 months from the original event date, or

  • We have suffered significant cost increases (e.g., material prices have doubled due to supply chain disruptions),

We reserve the right to renegotiate pricing or apply a surcharge. If an agreement cannot be reached, either party may cancel the order, and the deposit shall remain non-refundable.

7. Exclusion of Pre-Existing Risks

Force Majeure does not include:

  • Events that were known or reasonably foreseeable at the time of entering into the agreement (e.g., typical seasonal weather, known supplier issues)

  • Financial hardship, changes in personal circumstances, or scheduling conflicts of the client

  • Failure to obtain necessary permits, licenses, or venue approvals (unless directly caused by a government order that qualifies as Force Majeure)

8. Governing Law

The interpretation and application of this Force Majeure clause shall be governed by the laws of [Your State/Country]. In the event of a dispute over whether a Force Majeure event has occurred or how it should be handled, the parties agree to first attempt good-faith negotiation, followed by the dispute resolution process outlined in the general Terms and Conditions.