Terms of Service

1. Agreement to These Terms

By accessing this website, submitting an enquiry or engaging CIRQUE CAP A LLC, you agree to be bound by these terms. If you do not agree, please do not use the website and do not contract for our services. These terms apply to every visit to the website and to every engagement unless a written agreement signed by both parties states otherwise.

A specific project may be governed by a proposal, a statement of work, a master services agreement or a purchase order that adds to or varies these terms. In that case the specific document controls for the matters it addresses, and these terms continue to govern everything it does not cover. Nothing in these terms obliges CIRQUE CAP A LLC to accept any particular engagement.

2. Definitions

In these terms, the website means the pages published under the cirquecapa.buzz domain and any related subdomain. The services means the systems design, engineering, installation, commissioning, training and support work that CIRQUE CAP A LLC provides, including show control systems, rigging telemetry, stage automation, cue lighting networks, venue scheduling platforms and tour logistics systems.

Deliverables means the drawings, documents, configurations, software items, reports and other materials that CIRQUE CAP A LLC produces for a client under an engagement. Client materials means the drawings, data, equipment, access and other items a client provides to enable the work. An engagement means a specific project agreed between the parties in writing.

3. Eligibility and Authority

This website is intended for professionals and organisations. By using it you confirm that you are at least the age of majority in your jurisdiction and that you have the authority to act for any organisation on whose behalf you contact us. If you contact us for a venue or a production company, you confirm that you are authorised to share the information you provide.

We reserve the right to decline to serve any person or organisation, to close an account or contact channel, and to refuse an engagement where the work would place an unacceptable risk on our team, a venue or the public. We will ordinarily explain a refusal, but we are not obliged to do so where doing so would be unsafe or unlawful.

4. Permitted Use of the Website

You may read this website, print a copy for your own reference and use the contact channels to reach us. You may not copy, republish, sell, scrape, mirror or systematically extract the content of this website without our written permission. You may not attempt to gain unauthorised access to any system, introduce malicious code or interfere with the normal operation of the site.

You may not use automated tools to place unreasonable load on the website or to harvest contact details. You may not use the website in any way that breaches applicable law, infringes the rights of another party or harms the reputation of CIRQUE CAP A LLC. We may block any source that does so.

The content on this website is provided for general information about our services. It is not engineering advice for a specific venue and it must not be used as a substitute for a proper site survey and a written design.

5. Scope of Our Services

CIRQUE CAP A LLC provides computer integrated systems design for performance venues. Our work includes show control systems, rigging telemetry, stage automation, cue lighting networks, venue scheduling platforms and tour logistics systems, together with the surveys, drawings, documentation, commissioning, training and support that make those systems usable.

The precise scope of any engagement is set out in a proposal or a statement of work. Work that is not described there is outside the scope. We may suggest additional scope where a survey reveals a risk, but we will not perform chargeable work beyond the agreed scope without a change order that has been accepted in writing.

We deliver the services with the skill and care reasonably expected of an experienced systems design firm. We do not guarantee a particular artistic result, a particular commercial outcome or a particular performance of third party equipment that we did not manufacture.

6. Proposals, Orders and Contracts

A proposal from CIRQUE CAP A LLC is an invitation to negotiate and remains valid for the period stated in it, or for thirty days if no period is stated. A contract forms when a client accepts a proposal in writing and we confirm acceptance, or when both parties sign a statement of work or a master services agreement.

A purchase order or a verbal instruction is not by itself a contract unless we confirm it in writing. We may decline an order, adjust a proposal before acceptance, or require a deposit before starting work. Any terms that a client seeks to impose that conflict with these terms apply only if we agree to them in writing.

7. Client Duties and Site Access

A client agrees to provide timely access to the venue, the grid, the dimmer room, the control position and any other area needed for the work. A client agrees to provide accurate as built drawings and truthful information about existing equipment, loads and power, and to make available a person with authority to approve decisions during the engagement.

A client is responsible for the safety of its own staff and contractors at the venue, for any permits the venue requires and for any condition that could affect our team on site. If a site condition differs materially from the information provided, we may suspend work, revise the schedule or issue a change order.

A client agrees not to alter a commissioned system in a way that defeats a safety function, and to notify us promptly of any fault, incident or near miss affecting a system we installed. Prompt notice helps us protect the venue and it keeps any warranty meaningful.

8. Fees, Invoicing and Payment

Fees are set out in the applicable proposal or statement of work. Unless stated otherwise, fees are exclusive of applicable taxes, travel, shipping, third party licences and permits, which are charged in addition where they apply. A fixed fee refers to the agreed scope and changes to scope are handled through a change order.

Invoices are due within the period stated on the invoice, or within thirty days if no period is stated. We may require a deposit before starting a project and progress payments at agreed milestones. We may suspend work and withhold deliverables where an undisputed invoice remains unpaid after a reasonable reminder.

Amounts that remain unpaid beyond the due date may attract interest at the rate stated in the applicable agreement, or otherwise at the maximum rate permitted by law. A client is responsible for any reasonable cost of recovering an overdue amount, including collection costs where the law allows.

9. Schedules and Timelines

Any schedule we provide is a good faith estimate built on the information available at the time. Dates may shift because of site conditions, equipment lead times, weather, venue availability, permit delays or a client decision that arrives late. We will tell a client promptly when we become aware of a matter that affects a date.

Where a delay is caused by a client, we may adjust the schedule and recover reasonable additional cost. Where a delay is caused by us, we will use reasonable efforts to recover the schedule and we will not charge a client for the recovery of our own delay unless the applicable agreement provides otherwise.

10. Change Orders

A change order is a written record of a change in scope, schedule, fee or technical approach. Either party may request a change order, and neither party is obliged to accept one. Once a change order is accepted in writing, it forms part of the agreement and governs the matters it addresses.

If a client instructs us to proceed with a change before a change order is agreed, we may do so and we may charge for the work at our standard rates, plus the cost of any materials already committed. We prefer to document a change before performing it, because that keeps the schedule and the budget honest, but we will not leave a venue unsafe while paperwork is resolved.

11. Intellectual Property

CIRQUE CAP A LLC owns all intellectual property in its designs, methods, documentation, software, tools and drawings, whether created before or during an engagement, subject to any licence we grant to a client. The website, its text, its layout and its code are owned by CIRQUE CAP A LLC and are protected by applicable law.

On full payment for an engagement, we grant the client a perpetual, non exclusive licence to use the deliverables for the operation, maintenance and repair of the venue that is the subject of the engagement. The client may not resell, republish or reuse the deliverables to design a comparable system for a third party without our written permission.

Nothing in an engagement transfers our pre existing know how to a client. Where a deliverable incorporates a third party component, the third party licence governs that component, and we will identify it so the client can comply with its terms.

12. Client Materials and Licences

A client grants CIRQUE CAP A LLC a licence to use the client materials that are necessary to perform the work. The client confirms that it has the right to provide those materials and that doing so does not breach the rights of another party. The client retains ownership of its own materials.

If a client material is subject to a confidentiality restriction, the client will tell us before providing it, and we will handle it under the confidentiality provisions below. We return or securely destroy client materials on request once an engagement concludes and our retention obligations allow.

13. Confidentiality

Each party may receive confidential information from the other. Each party agrees to use that information only for the purpose of the engagement and to protect it with at least the care it applies to its own confidential information. Confidential information includes designs, drawings, load data, schedules, pricing and any information marked or reasonably understood to be confidential.

These obligations do not apply to information that is public through no fault of the receiving party, that the receiving party already held without a duty of confidence, that is independently developed, or that must be disclosed by law or a court order. Where disclosure is required by law, the receiving party will tell the other promptly where it is lawful to do so.

Confidentiality obligations survive the end of an engagement for the period stated in the applicable agreement, or for a reasonable period if none is stated.

14. Safety, Compliance and Standards

Performance venues involve real physical risk. Our designs follow recognised engineering practice and applicable codes, and we expect a venue to maintain the systems we install in accordance with our documentation. A safety function must not be bypassed, and an operator must be trained before running a motion or rigging system.

A client is responsible for its own compliance with the law, including health and safety rules, building codes, electrical rules and the requirements of any authority having jurisdiction. We will cooperate with a client and with an authority, but we cannot assume a duty that belongs to the venue or the employer.

If we observe a condition that we consider an imminent risk to life or limb, we may stop work and require the condition to be addressed before we continue. This is a safety measure, not a commercial one, and it does not entitle either party to a claim beyond the adjustment of the schedule.

15. Warranties and Disclaimers

We warrant that we will perform the services with the skill and care of an experienced systems design firm and that our work will materially conform to the agreed scope. We warrant our own workmanship for the period stated in the applicable agreement, or for ninety days if none is stated, and we will remedy a defect in our workmanship that appears in that period.

Except for the warranties stated above, and to the fullest extent the law allows, the website and the services are provided without other warranties, whether express or implied, including implied warranties of merchantability or fitness for a particular purpose. We do not warrant that the website will be uninterrupted or error free, or that third party equipment will perform as a supplier promises.

A warranty does not cover a defect caused by misuse, neglect, unauthorised modification, an unsuitable environment, or a failure to maintain a system as documented. Our only obligation under a warranty is to repair or replace the affected work, or to re perform the affected service, at our option.

16. Limitation of Liability

To the fullest extent the law allows, CIRQUE CAP A LLC is not liable for indirect, incidental, special, consequential or punitive loss, or for loss of profit, loss of revenue, loss of a season, loss of data or loss of goodwill, however arising and whether or not we were advised of the possibility of such loss.

To the fullest extent the law allows, our total aggregate liability arising out of or relating to an engagement is limited to the fees we actually received for that engagement. Where the engagement is governed by a separate written agreement, the limit stated in that agreement applies instead.

Nothing in these terms limits liability that cannot lawfully be limited, including liability for death or personal injury caused by our negligence, or for fraud. Where a jurisdiction does not permit a particular exclusion, that exclusion applies to the greatest extent permitted, and the rest of these terms continue in force.

17. Indemnity

You agree to indemnify and hold CIRQUE CAP A LLC, its members, employees and contractors harmless from a claim, loss or cost arising from your breach of these terms, your misuse of the website, or a client material that you did not have the right to provide. This indemnity does not extend to a matter caused by our own negligence or wilful misconduct.

CIRQUE CAP A LLC will indemnify a client against a third party claim that our original deliverables, used as we intended, infringe an intellectual property right, provided the client tells us promptly, gives us control of the defence and does not settle the claim without our agreement. Our sole obligation in that case is to procure the right for continued use, to modify the deliverable or to refund the fee for the affected deliverable.

18. Third Party Goods and Software

An engagement may include hardware, software and licences supplied by third parties. Those items are governed by the terms of the third party, and any warranty on them flows from that third party to the client. We will pass through a third party warranty where we are able to do so, and we will identify the supplier so the client can make a claim.

We select third party goods in good faith based on the information available, but we do not manufacture them and we do not control their supply chain. Where a supplier changes a product, a firmware version or a licence term, we will help a client respond, and any change to the design that results may be handled through a change order.

19. Suspension and Termination

Either party may terminate an engagement as provided in the applicable agreement. Where no provision is stated, either party may terminate on reasonable written notice. We may suspend work immediately if a safety risk arises, if an invoice remains unpaid after a reminder, or if a client asks us to act unlawfully.

On termination, a client pays for work performed and for commitments we reasonably made before termination, and we provide the deliverables that have been paid for. Provisions that by their nature should survive termination, including confidentiality, intellectual property, liability, indemnity and governing law, continue to apply.

We may also suspend or end access to the website at any time if we reasonably believe it is being misused, without affecting the rights of a client under a separate written agreement.

20. Force Majeure

Neither party is liable for a failure or delay caused by an event beyond its reasonable control. Such events include natural disaster, fire, flood, epidemic, war, civil unrest, labour dispute, a failure of a public utility or a transport network, and an act of government. The affected party will tell the other promptly and will use reasonable efforts to reduce the impact.

If an event of force majeure continues for a prolonged period, either party may terminate the affected engagement without further liability, and the client will pay for work performed up to the date of termination.

21. Governing Law and Disputes

These terms are governed by the laws of the State of Utah and the applicable federal laws of the United States, without regard to conflict of law rules. The courts located in Salt Lake City, Utah have exclusive jurisdiction over a dispute that is not resolved by discussion, unless a separate written agreement provides otherwise.

Before starting a formal proceeding, the parties will attempt in good faith to resolve a dispute through senior representatives who have authority to settle it. This step is intended to keep small disagreements from becoming expensive ones, and it does not prevent either party from seeking urgent relief where delay would cause harm.

22. General Provisions

If a provision of these terms is found to be unenforceable, it is modified to the minimum extent necessary or severed, and the remaining provisions continue in force. A failure to enforce a provision is not a waiver of it. These terms, together with the applicable proposal and agreement, are the entire agreement between the parties on their subject matter.

You may not assign your rights under these terms without our written consent. We may assign our rights to an affiliate or to a successor in a business transfer. A notice under these terms is valid if sent to the email or postal address that a party has most recently provided.

Nothing in these terms creates a partnership, a joint venture or an agency relationship between the parties. Headings are for convenience and do not affect interpretation.

23. Changes to These Terms

We may update these terms from time to time. The version published on this page is the current version, and it applies to your use of the website from the moment it is published. A material change will not retroactively alter the terms of a signed engagement unless the parties agree in writing.

Your continued use of the website after an update means that you accept the revised terms. If you do not accept a revision, please stop using the website. We encourage you to review this page occasionally so that you always know the terms that apply.

24. How to Contact Us

If you have a question about these terms or about an engagement, contact CIRQUE CAP A LLC by email at office@cirquecapa.buzz or by telephone at +17692626225. Our registered office is 136 S Main St Ste 400, Salt Lake City - 84101-3632, United States (US).

We would rather talk through a concern early than litigate it late, so please reach out with any question about how these terms apply to your situation. Thank you for reading them, and thank you for considering CIRQUE CAP A LLC for your venue systems work.