Starting in 2024, your complete Terms and Conditions are included in your proposal, and the agreement thereof is all encompassing, not referencing this page at all.
As it is always good to be aware of our limitation of liability, here is that information:
Limitation of Liability
CLIENT SHALL NOT HOLD AZKIARI OR ANY SUBSIDIARY, PARENT COMPANY OR AGENT THEREOF LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE FROM FAILURE TO PERFORM ANY ASPECT OF THE PROJECT IN A TIMELY MANNER, WHETHER DUE TO NEGLIGENT ACTS OR OMISSIONS OF AZKIARI, THIRD PARTIES, OR CLIENT. FURTHERMORE, CLIENT SHALL NOT HOLD AZKIARI OR ANY SUBSIDIARY, PARENT COMPANY OR AGENT THEREOF LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE FROM ANY ASPECT OF THIS PROJECT WHATSOEVER, WHETHER REASONABLY FORESEEABLE OR NOT, INCLUDING CIRCUMSTANCES BEYOND THE CONTROL OF AZKIARI. AZKIARI DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE. IN NO EVENT SHALL LIABILITY OF AZKIARI EXCEED THE SUM OF FEES RECEIVED FROM THE PROJECT AT ISSUE.
These Terms & Conditions are applicable to any agreement that references them. Any new agreement has a full set of Terms & Conditions within the actual agreement, and you should refer there for details.
TERMS & CONDITIONS (2024 and prior)
These Terms & Conditions were last updated on November 30, 2022.
When we use the terms “we”, “agency”, or “us”, we are referring to Azkiari or Ari Gunzburg (Azkiari is the company through which Ari sells his speaking services). When we use the terms “you” or “client” we are referring to the client, usually the other party on a written agreement.
These are general terms and conditions that cover all speaking engagements performed by Ari Gunzburg through Azkiari. Unless an addendum is specifically written, attached to a proposal or letter of agreement, and signed as agreed to by an agent of Azkiari, it is not valid. Please refer to this document to determine the applicable terms and conditions.
These terms apply during any engagement (speaking or coaching) with the Client. The applicable start date of this agreement is when the first service was requested or the first agreement or proposal accepted, and this agreement ends upon severance by one of the parties, or upon cancelation or completion of an engagement. Many terms will survive this agreement’s severance, and will continue with an ongoing responsibility to uphold those terms.
General
The parties to this agreement are Azkiari and the Client, defined as the person or entity receiving services. Delivering payment for an invoice, or signing a proposal or letter of agreement (by electronic or physical means), signifies acceptance and agreement of these terms and conditions. Parties will act reasonably and in good faith. The Client, acting in capacity for himself or herself, and as an agent for the company he or she is representing, certifies and attests that he or she understands and agrees to all terms and conditions set forth here, through signing an agreement and/or making a payment.
Consideration
The Client will receive, for consideration, any or all of the following, as well as other services possibly not listed here (further detailed on the specific project proposal, summary email, and/or brief):
- keynote speeches
- seminars
- speeches
- development of materials
- conceptualization
- consulting
- training
- brainstorming
- planning
- services
Azkiari will receive, for consideration, monetary fees for services rendered such as speaking.
Agreement to be Billed
Azkiari and Ari Gunzburg offer speaking engagements for fees. When work not associated with the flat speaking fee is requested, whether it is planning and executing some type of consulting, discussions (in person and on telephone), writing, research, preliminary work, planning, meetings, or any other time invested in the Client’s goals that is not purely administrative in nature, or is not a normal part of the larger flat fee for speaking, can and will be billed at the current hourly rate, or at a previously agreed upon rate, unless already agreed to in writing, for instance, as a flat-fee speaking engagement. Work performed to close a flat-fee speaking engagement deal, or work to prepare and conduct a flat-fee speaking engagement, is specifically not billable separately from the flat fee.
The Client is responsible to pay these fees as they come due. When no estimate or price was prepared before work begins, all services will be billed at the current hourly rate, in fifteen minute increments, rounded up. The minimum billable time on a per-day basis is one hour. Short conversations in person or on the phone may be complimentary, however, at the sole discretion of Azkiari, Client may be billed for these calls. If there is a price agreement before work begins, that agreement will be the full and all-inclusive speaking rate – as long as no specifications change (such as requested length of speech, or the size of audience, although it is likely the rate will not change). Any approval of pricing, including verbal approval, approval through invoicing or accounting systems, and approval via email, shall be valid and legally binding.
Severance
Client and Azkiari may sever this agreement at any time, upon 30 days written notice to the other party. Severing this agreement means no future speaking engagements will be governed by these terms and conditions, and for a new engagement a new agreement would need to be signed. Under no circumstances or conditions does ending this agreement change the validity and applicability of the terms discussed herein from any speaking engagement or work that was started or completed during the applicable dates of this agreement. If the Client severs this agreement leading up to a scheduled speaking engagement, cancelation or postponement fees may become due. If Client severs this agreement, client can request to immediately sever the relationship, or request work on that speaking engagement to continue until the project is completed under all terms and conditions detailed herein, at which point the relationship will be severed. If Azkiari severs this agreement during a project or leading up to a speaking engagement, then Azkiari may either end the project immediately, returning any unused portion of payments, or Azkiari may see the project or speaking engagement through to completion and sever the working relationship after said project. Severing this agreement causes the relationship to end with no further requirements; HOWEVER, in no way does severing this agreement end the applicability of the ongoing responsibilities and duties discussed herein.
Severability
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
Jurisdiction
Jurisdiction will be ONLY the State of Ohio in the United States of America, in Cuyahoga County. Where documents conflict as to the jurisdiction, Ohio shall prevail.
Dispute Resolution
All disputes MUST be submitted to an mutually agreeable arbitrator, according to either the rules of the American Arbitration Association, or according to the applicable rules of Halacha (Jewish Torah Law) – which of these sets of rules apply is up to the Client. The arbitrator’s decision will be valid, final and legally binding, upheld in any court of law. Failure to appear for the arbitration or causing an undue delay to attend arbitration (greater than 60 days) constitutes a default judgement against the party neglecting to show or schedule, unless it is due to some reasonable and unavoidable circumstance. An attorney may appear at an arbitration in proxy for either party, and video conferencing is acceptable and considered attendance, as long as it is within the boundaries of the rules of the American Arbitration Association or Halacha and agreeable to the arbitrator. If the decision is decided in favor of Azkiari, Client agrees to be liable for all arbitration fees, court costs, and attorney’s fees.
Confidentiality
Parties to this agreement agree to reasonable confidentiality with all aspects of the information learned about the other company that is reasonably expected to be kept confidential. This does not apply to information that is designated to become public knowledge, HOWEVER a best effort will be maintained to keep these items confidential until such time as they are ready to be revealed to the public. Confidential information may be shared with employees, freelancers, consultants, advisers, legal counsel, accountants, and others, as Azkiari may see fit, for instance to receive payment, or to perform any actions in the Azkiari’s best business interests.
Right of Refusal
Azkiari reserves the right to refuse service for any projects or companies that it deems obscene, offensive, or simply not aligned with Azkiari’s business goals. This refusal is solely up to the discretion of Azkiari. Client expressly waives all rights to dispute a refusal by Azkiari, no matter the reason.
Employees
In order to best serve the Client, Azkiari makes substantial investments of money and time to recruit, train and retain staff. The Client acknowledges that hiring any of Azkiari’s staff, whether for small side projects or as an employee, would cause Azkiari to suffer losses and incur expenses in connection with the recruitment and training of replacement employees and/or freelancers. These losses and expenses are not possible to quantify. The Client accordingly agrees that in the event it offers employment or side projects to any employee or freelancer of Azkiari, while this person is offering services to Azkiari or within 180 days of termination of offering services, a sum equal to 400 hours at the current hourly rate will be paid to Azkiari, unless a different agreement is reached, in writing, signed and notarized by an agent for each Azkiari and the Client. This payment is not due as a penalty but as liquidated damages. The Client agrees that such payment is fair and reasonable under such circumstances. This payment obligation shall survive the termination or cancelation of this agreement. Azkiari agrees to not hire, recruit or assist in placing any employee of the Client during the term of this agreement and for 180 days following the termination, cancelation or completion of this agreement, unless specific instructions in writing are given.
Limitation of Liability
CLIENT SHALL NOT HOLD AZKIARI OR ANY SUBSIDIARY, PARENT COMPANY OR AGENT THEREOF LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE FROM FAILURE TO PERFORM ANY ASPECT OF THE PROJECT IN A TIMELY MANNER, WHETHER DUE TO NEGLIGENT ACTS OR OMISSIONS OF AZKIARI, THIRD PARTIES, OR CLIENT. FURTHERMORE, CLIENT SHALL NOT HOLD AZKIARI OR ANY SUBSIDIARY, PARENT COMPANY OR AGENT THEREOF LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE FROM ANY ASPECT OF THIS PROJECT WHATSOEVER, WHETHER REASONABLY FORESEEABLE OR NOT, INCLUDING CIRCUMSTANCES BEYOND THE CONTROL OF AZKIARI. AZKIARI DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE. IN NO EVENT SHALL LIABILITY OF AZKIARI EXCEED THE SUM OF FEES RECEIVED FROM THE PROJECT AT ISSUE.
Sweepstakes
If you see a sweepstakes run by MindSpark, here are the rules: no purchase necessary. Free entry can be gained by mailing your information on a 3″x5″ notecard to the address on the contact page. Actual value of the prize is less than $100 USD. You must be over 18 and a resident in a location that allows sweepstakes to play. The winner is selected using online randomizers that maintain records. Drawings happen periodically, generally when there are at least 100 entrants. If an entry is missed from one drawing, they will be entered into the next drawing. If the sweepstakes will be discontinued, a waiting period of at least 30 days will take place for all final entries to come in, and then a final drawing will be held for all final entrants. Chances of winning are dependent on number of entrants; for each drawing, there will be 1 winner. Generally drawings will be done with a minimum of 100 entrants and a maximum of 300 entrants. Playing is agreeing to be featured in social media posts about the drawing. No cash substitutes, the prize is the branded bluetooth speaker. Sweepstakes is sponsored by MindSpark. Void where prohibited by law.
Payment
Estimate Only
For speaking engagements: prices given before work starts are flat rate fees (as long as the speech specifications remain the same, up to 2x the initial estimated audience size), and specify whether travel is included in the fee or is additional. The given rate is only valid for 30 days from the date submitted. If additional work is necessary or requested, or if specifications change mid-project, the total price will likely change. To maintain forward momentum, this price change may not always be brought to the attention of the Client until the final bill is due.
Payment Terms
Unless otherwise noted and agreed to, a 50% deposit and all quoted travel expenses (if quoted as a separate line item) are due within 10 days of signing the agreement, to reserve that date and time, and to cover the costs of beginning to develop the content for the presentation. 10 days before the presentation, the remaining 50% will be invoiced. It is due by the day of the presentation. Failure to pay the remaining 50% at or before the event may result in no speaker and forfeiting the deposit. For speaking engagements reserved with less than 10 days notice, 100% of the fee and all quoted travel expenses are due upon confirming the booking. Payment will be required before the booking is considered confirmed.
Invoices are due immediately, with a ten day grace period, unless Client has requested credit and been approved by the Azkiari (not available until at least one year of a working relationship exists). A late fee of $100 is due and may be applied to the invoice on the 15th day after being issued. Additional late fees of $100 each are assessed every 30 days thereafter. Client will be responsible for, and pay, all collection fees or legal fees necessitated by default in payment. Client forfeits all rights to request a chargeback or dispute a credit card charge with my credit card company.
Taxes (including but not limited to VAT/GST/HST/QST)
If any services or products are deemed “taxable” by a local jurisdiction, including but not limited to sales tax, value added tax, GST, HST, PST, QST, or any other type of tax calculated as a percentage of the payment price, the Client is responsible for payment of any and all taxes. In some situations, Azkiari / MindSpark may be able to collect the taxes as a service to the Client to remit to the government agency; in this case the taxes will be remitted to the appropriate agency. In the event that a service or product is taxable, and the Company is not yet required to collect taxes to remit to the government later, the Client agrees to calculate the total taxes owed and remit to the proper governing agency, and to retain records to show that taxes were paid.
Refund Policy
Azkiari and Ari Gunzburg operates under a fee-for-service model. Payments made are either for services agreed upon previously and committed to purchasing or for services previously rendered. This includes scheduling, consultation, developing the content for a scheduled speech as well as covering marketing costs, writing costs, payroll costs, administrative costs, and other costs associated with running a business. Therefore, Azkiari does not offer refunds. Payments made can sometimes be applied to future work, usually only if project was not canceled or postponed.
Rush Fees
If a rush fee or short-notice fee was added to the original price of an agreement, once the agreement starts the rush fee is due regardless of outcome.
Cancelation or Postponement
If this agreement is canceled or postponed, 30-100% of the total agreement fee will be due, based on the amount of work done and expenses incurred, at the sole judgement of Azkiari. If requested, and a prepaid payment is made to Azkiari for the time estimated to be spent with the consultant, Azkiari will meet with a licensed lawyer or accountant in good standing with no board complaints and review where fees were applied and why (only if more than the minimum cancelation fee of 30% was due). Postponed is defined as more than 21 days passing without receiving feedback from the Client after sending information to Client for approval or review, except during holidays or during scheduled vacation time. If the agreement is canceled or postponed, all monies already paid are forfeit and no further work will be performed whatsoever until a new agreement is reached. A new price and agreement will be necessary to continue working together.
Expenses
Client is financially responsible to pay for any and all expenses that arise that are not detailed on the original agreement. Expenses are billed at cost plus 20%, unless the expense is directly billed to the Client’s credit card (at Azkiari’s discretion). Flat rate estimates include any expenses that are reasonable to expect, while the unexpected expenses will be billed to the Client.
If an advance for expenses is requested, Client will pay the advance in full before the expenses are incurred. Projects or agreements may be delayed by a delay in payment for expense advances. Expense payments follow the same terms as regular invoice payments.
Project
Coordinator
Client will designate one person to act as Coordinator or to have final say, to accept and approve materials and facilitate communication. In no event will Azkiari accept change requests from anyone except for this client side Coordinator. On each proposal is a main contact person; this person is by default the client side Coordinator. Client may request to change the client side Coordinator via email or in writing, with 3 days notice. Client side Coordinator can request corrections and changes through either the Creative Director or the company side Project Coordinator, if applicable. To avoid confusion, change requests and corrections MUST NOT be submitted directly to any designers or programmers; the confusion caused by submitting change requests to the wrong person may cause billing to rise above and beyond the initial quote.
Warranty of Originality / Consent to Use
To Azkiari’s best knowledge, all content is original and unpublished, or quoted where applicable, or the proper licenses and releases have been obtained, on a limited or unlimited basis. To Azkiari’s best knowledge, deliverables do not contain any scandalous, libelous, or unlawful matter.
To the client’s best knowledge, all materials provided to Azkiari for use in any speaking engagement are originals produced by the client or have all the necessary and proper licenses and permissions. In addition, materials presented by client for inclusion are certified to not contain any scandalous, libelous, or unlawful matter. CLIENT EXPLICITLY INDEMNIFIES AND HOLDS AZKIARI HARMLESS AGAINST ANY AND ALL CLAIMS, COSTS, AND EXPENSES, INCLUDING ATTORNEY’S FEES, FOR MATERIALS INCLUDED AT CLIENT’S REQUEST OR FOR MATERIALS THAT EXCEED MAXIMUM ALLOWABLE USAGE WITHOUT EXTENDING THE LICENSING PROVISIONS. CLIENT ALSO INDEMNIFIES AGAINST ALL CLAIMS AND EXPENSES, INCLUDING ATTORNEY’S FEES, DUE TO USES FOR WHICH NO RELEASE WAS REQUESTED IN WRITING OR FOR USES THAT EXCEED AUTHORITY GRANTED BY A RELEASE. FURTHERMORE, IF AZKIARI INCURS ANY DIRECT OR INCIDENTAL EXPENSES OR FEES DUE TO INCLUSION OF MATERIALS AT CLIENT’S REQUEST, CLIENT AGREES TO REIMBURSE AZKIARI.
Timely Delivery of Materials
Necessary source materials must be delivered in a timely manner. For materials not delivered in a timely manner, Azkiari reserves the right to stop all work on the project until materials are received. The project may be subject to a cancellation or postponement fee if more than 3 weeks go by without communication.
Scope of Work
If the Client changes the scope of the work, by either requesting additional work, or by changing specifications, such as changing the venue, the audience size, the length of the presentation, or other changes, or by any change that deviates from the initial agreement details, the Client may incur additional charges. These additional charges may not always be detailed during the course of a project to keep things moving smoothly, and may only come up at the end of the project.
Ownership
General License
Azkiari retains the ownership rights to all original content produced and created for the speaking engagement. Furthermore, the Client waives his/her right to challenge the validity of Azkiari’s ownership of the media subject to this agreement because of any change or evolution of the law.
Additional Rights
All rights not expressly granted to the Client are retained by Azkiari, including any electronic rights to usage. Any use in addition to the use expressly granted requires arrangement for payment of a separate fee.
Consent to Film
Venue and Client explicitly consent to Azkiari and Ari Gunzburg taking film of any presentation and using it in any marketing materials or as a program for sale or for any other reason.
Agreement for Film & Photography
If venue or Client takes film or photographs of event, Client agrees to make the footage or photography of Ari Gunzburg available free of charge to Ari Gunzburg for self-promotion and other purposes. Ari Gunzburg may need to give credit to the videographer or photographer in any final product produced from said footage.
Ari Gunzburg allows Client and Venue to use brief clips or photos of Ari Gunzburg in typical marketing materials. In no event shall a clip be cut to allow the general gist of a statement be changed to something not meant by Ari Gunzburg. It is always safest to send any clips, photographs, or news items to Ario Azkiari and staff to verify it is okay to publish and in what medium.
Specifics
Advice and Thoughts Presented
Advice, solutions, thoughts, ideas, plans and everything else presented through the course of the speaking engagement are presented as suggestions only. Ultimately, the choice of what to do and the responsibility of those choices belongs to the individual attendee; this is in part due to the tremendous number of factors affecting any decision, such as applicability, personal effort, personal interpretation, and more. COMMON SENSE AND PERSONAL RESPONSIBILITY ARE ALWAYS IMPORTANT ASPECTS OF ANY DECISION. See above, in the limitation of liability, where AZKIARI DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, AND THE FITNESS FOR A PARTICULAR USE.
Other Terms May Apply
Review the proposal or letter of agreement, if applicable, where the scope of work is outlined and additional terms may be detailed.
Acceptance of Terms
As stated at the beginning of this document, signing or accepting any letter of agreement, proposal, quote or email signifies acceptance and agreement of all the terms herein. In addition, making a payment on an invoice signifies acceptance and agreement of these terms as well, as stated on the invoice.