1. SMARTSTAGE RENTAL, SERVICES AND PRODUCTION TERMS
OVERVIEW AND KEY HIGHLIGHTS
This overview highlights key commercial terms. These Terms govern all Equipment rentals, labor, Services, project management, production services, subcontracted work, subrentals, and related activities provided by Smartstage. If there is any conflict, the Complete Terms below control.
PAYMENT TERMS
• All quotes are in USD unless otherwise specified.
• Visa, MasterCard, American Express, Discover, ACH, and Domestic & International Wires accepted.
• Unless agreed otherwise in writing, a 50% deposit is due within 24 hours after confirmation and the balance is due seven days before delivery or collection.
• Approved credit accounts must provide a written rental authorization or purchase order, as required by Smartstage.
RENTAL TAXES / FOREIGN DUTIES & TAXES
• Smartstage collects applicable rental-related taxes in Nevada. Tax requirements and rates are subject to change.
• Customers claiming a tax exemption must provide a valid exemption certificate before the rental is confirmed.
ESTIMATE / QUOTE
• Estimates are valid for 30 days unless otherwise stated.
• Credit card processing fees may apply. Please advise Smartstage of the intended payment method when confirming the rental.
• Delivery costs are estimates and are subject to change based on final requirements.
• Rental equipment availability is not guaranteed until the rental is confirmed by Smartstage.
SHIPPING/DELIVERY/SHORTAGES POLICY
• Dry-Hire customers must inspect the Equipment at collection or delivery and note visible damage, missing items, or shortages before signing.
• For Full-Service Rentals installed by Smartstage, Smartstage performs the technical inspection. The Customer must promptly report visible damage, shortages, or unsafe conditions.
• Report any damage, shortage, or safety issue within 24 hours of collection, delivery, installation, or discovery.
DAMAGES
• Smartstage inspects Equipment before release and, for Full-Service Rentals, during installation when practical.
• Dry-Hire customers must note visible damage or shortages at collection or delivery.
• After handover, the Customer is responsible for loss, misuse, overloading, unauthorized changes, third-party interference, and Customer-controlled Site conditions.
• Stop use and notify Smartstage immediately if Equipment appears damaged, unstable, or unsafe.
RETURN INSPECTION
• Dry-Hire customers are responsible for dismantling, loading, transport, and timely return unless the Rental Quote says otherwise. For Full-Service Rentals, Smartstage provides only the strike and return services listed in the Rental Quote.
• The rental ends after Smartstage receives and inspects the Equipment. Smartstage may invoice for concealed damage found during inspection, testing, cleaning, or repair.
ADDITIONAL LABOR AND SERVICES
• Work outside the confirmed scope, including delays caused by the Customer, venue, or other trades, may be billed at the applicable rate.
• Unforeseen Site or logistical conditions may require added labor, Equipment, or charges.
PROJECT MANAGEMENT, THIRD-PARTY VENDORS, AND PASS-THROUGH COSTS
· Smartstage may manage production and use subcontractors, subrental partners, labor providers, freight companies, engineers, permit consultants, and other vendors.
· Quotes are based on information and assumptions known when issued. Changed or undisclosed conditions may change price, scope, or schedule.
· Customer is responsible for project-related third-party charges, including venue, union, labor, utility, permit, engineering, freight, equipment, tax, duty, and similar costs, whether known when quoted or incurred later.
· Waiting time, standby, overtime, premium labor, return trips, remobilization, extended rentals, and added coordination caused by circumstances not solely caused by Smartstage may be billed at applicable rates.
COMPLETE RENTAL, SERVICES AND PRODUCTION TERMS
AGREEMENT AND SCOPE:
All Equipment rentals, labor, Services, project-management services, production services, subcontracted work, subrentals, and related activities are governed by the Rental Quote, Smartstage’s written confirmation, and these Terms. Depending on the Rental Quote, Smartstage may act as a rental provider, service provider, project manager, production manager, coordinator, prime contractor, or lead vendor. The agreement begins when Smartstage accepts the order in writing and required deposits and documents are received. Customer terms do not apply unless Smartstage accepts them in writing. Changes must be approved in writing. Smartstage may make equivalent Equipment or vendor substitutions that do not materially reduce the agreed scope or intended performance.
QUOTES AND PRICING:
A Rental Quote is valid for the period shown or, if none is shown, 30 days. Pricing applies only to the listed Equipment, Services, rental period, location, schedule, and stated assumptions. Quotes rely on information then available concerning scope, design, access, loading, Site conditions, utilities, labor and union requirements, venue rules, permits, engineering, freight, schedule, and third-party requirements. Unless stated otherwise, taxes, duties, freight, insurance, handling, permits, third-party charges, and similar costs are extra. Changed, incomplete, inaccurate, concealed, or later-imposed requirements may change the price, scope, or schedule. Rates, vendors, and availability are not guaranteed until Smartstage confirms the engagement in writing.
PAYMENT:
Payment is due in the currency and by the dates shown in the Rental Quote or these Terms, without setoff or withholding except where required by law. Smartstage may charge lawful interest on overdue amounts, suspend Equipment or Services, or require payment security if payment is late or reasonably at risk.
FORCE MAJEURE:
Neither party is liable for delay or failure caused by events beyond its reasonable control, including transportation, weather, labor, utility, governmental, venue, or supply disruptions. Obligations are suspended while the event continues. Either party may cancel the affected work if the delay exceeds eight weeks.
DISCLAIMER OF WARRANTIES:
Smartstage will provide serviceable Equipment and perform the Services listed in the Rental Quote. Dry-Hire customers must inspect Equipment at collection or delivery and before use. For Full-Service Rentals, Smartstage performs the installation inspection. If Equipment appears damaged, altered, unstable, or unsafe, the Customer must stop use, restrict access, and notify Smartstage. No one may repair, modify, or move the Equipment without written approval. To the fullest extent permitted by law, Smartstage disclaims implied warranties and is not responsible for loss caused by Customer misuse, overloading, unauthorized changes, unsafe Site conditions, third-party work, or failure to follow instructions and applicable requirements.
EQUIPMENT CARE AND DAMAGE:
Smartstage always owns the Equipment. In a Dry-Hire Rental, the Customer is responsible for it from collection or delivery until Smartstage receives and inspects it. In a Full-Service Rental, Smartstage controls its own installation and strike work; after handover, the Customer is responsible for Site security, access, and protection from loss, theft, misuse, weather, and third-party interference. The Customer may not move, alter, repair, attach to, or remove Equipment without written approval. Except for normal wear or damage directly caused by Smartstage, the Customer must pay reasonable cleaning, repair, recovery, or replacement costs within 10 days after invoicing.
USE, SERVICES, AND SITE RESPONSIBILITIES:
For Full-Service Rentals, Smartstage performs only the delivery, installation, labor, coordination, strike, and return services listed in the Rental Quote. For Dry-Hire Rentals, the Customer is responsible for transport, installation, operation, supervision, dismantling, and return using trained personnel. Unless the Rental Quote says otherwise, the Customer remains responsible for security, crowd control, utilities, permits, emergency procedures, and safe Site conditions. The Customer must disclose known hazards, provide accurate Site and load information, keep use within rated limits, and prevent unauthorized use or interference.
PROJECT MANAGEMENT, THIRD-PARTY VENDORS, AND PASS-THROUGH COSTS:
Smartstage may plan, procure, coordinate, schedule, manage, transport, install, supervise, or arrange Equipment, labor, materials, engineering, permits, utilities, transportation, production services, and related items. Smartstage may use subcontractors, subrental partners, labor providers, freight providers, engineers, permit consultants, production vendors, and other third parties and may replace them with reasonably comparable providers when necessary. Smartstage remains responsible for its own selection and coordination obligations but is not responsible for a third party’s acts, omissions, products, personnel, Equipment, schedule, or performance except to the extent directly caused by Smartstage’s negligence or willful misconduct.
The Customer is responsible for all project-related third-party costs, fees, surcharges, penalties, labor and union charges, venue and facility fees, utilities, permits, inspections, engineering, freight, transportation, equipment and subrental charges, taxes, duties, security, internet, power, waste, handling, and similar expenses, whether known when quoted or incurred later. Smartstage may invoice these amounts in addition to the Rental Quote, together with any coordination, procurement, handling, project-management, or administrative fee stated in the Rental Quote or approved change order.
Requirements imposed by a venue, facility, property owner, labor jurisdiction, union, fire marshal, permitting or governmental authority, utility, security provider, engineer, or other third party may require added Equipment, labor, design, documentation, scheduling, or cost. The Customer is responsible for those added costs unless the Rental Quote expressly states otherwise.
Waiting time, standby time, schedule changes, return trips, remobilization, overtime, premium labor, added freight, storage, extended rentals, and additional coordination or project management caused by circumstances not solely caused by Smartstage may be invoiced at applicable rates. This includes delays or changes caused by the Customer, venue, authorities, other vendors, incomplete Site readiness, unavailable access or utilities, late approvals, or inaccurate information.
Smartstage is not responsible for concealed, unknown, or undisclosed Site conditions; structural or access limitations; unavailable or inadequate utilities; hazardous materials; underground or concealed obstructions; existing damage; weather impacts; or venue restrictions that were not reasonably discoverable when quoted. Resulting labor, Equipment, engineering, transportation, schedule, or other work is an additional Service and may be billed accordingly.
Smartstage may rely on instructions, approvals, requests, schedules, and information provided by the Customer and by agencies, producers, consultants, venue personnel, or other persons the Customer designates or who reasonably appear authorized to act for the Customer. The Customer is responsible for resulting costs and obligations. If the Customer wants to limit authority to specific individuals, it must identify those limits to Smartstage in writing before work begins.
If the Customer acts for an agency, brand, sponsor, exhibitor, event owner, end client, or other party, the Customer remains fully responsible for all payments, costs, approvals, instructions, liabilities, and other obligations under these Terms unless Smartstage expressly agrees otherwise in writing. The Customer’s obligations are not contingent on payment, approval, reimbursement, or performance by any other party.
INCIDENTS AND CLAIMS:
The Customer must immediately report any accident, injury, property damage, Equipment failure, theft, inspection, or claim and provide a written report within 24 hours. The Customer must preserve relevant Equipment and evidence, avoid admissions or unauthorized repairs except to prevent immediate harm, and cooperate with Smartstage and its insurers.
INDEMNIFICATION:
To the fullest extent permitted by law, the Customer will defend and indemnify Smartstage and its owners, officers, employees, and agents against third-party claims and reasonable defense costs arising from Customer-controlled transport, installation, operation, Site conditions, event or production operations, security, unauthorized access, misuse, instructions supplied by the Customer or its representatives, breach of these Terms, or violation of law. This does not apply to the extent a claim is caused by Smartstage’s negligence or willful misconduct. This section survives the engagement.
OWNERSHIP AND RESTRICTIONS:
Smartstage retains title to the Equipment. The Customer may not sell, assign, sub rent, lend, pledge, move from the approved Site, or give possession to another party without written consent. The Customer must keep the Equipment free of liens and promptly report any seizure or claim.
DEPOSITS AND PREPAYMENT:
Unless otherwise agreed in writing, a 50% deposit is due within 24 hours after confirmation and the balance is due seven days before delivery, collection, or the scheduled start of Services. Smartstage may require added deposits for prepaid labor, freight, travel, materials, third-party commitments, or similar costs. Late payment permits Smartstage to suspend or cancel the rental, Services, or production engagement.
Customized rental Equipment must be paid in full before work begins. Once customization starts, related payments are nonrefundable and applicable cancellation charges remain due.
Rush fees may apply to work confirmed within 72 hours.
LATE RETURNS:
The Customer’s right to possess the Equipment ends at the date and time in the Rental Quote. Extensions require written approval. Late Equipment is billed at the applicable daily rate. Smartstage may recover overdue Equipment as permitted by law, and the Customer must pay reasonable recovery costs.
INSURANCE:
The Customer must maintain insurance during the rental with acceptable insurers and limits, including commercial general liability, applicable automobile liability, workers’ compensation, and property or inland marine coverage for the Equipment’s full replacement value while in the Customer’s care, custody, control, or transit. Liability coverage must be primary and noncontributory, name Smartstage Ltd. as an additional insured, and include waiver of subrogation where permitted. Smartstage must be named as loss payee on applicable property coverage. Certificates and requested endorsements are due before delivery. Smartstage may withhold Equipment or Services if evidence is not provided.
CANCELLATION FEES:
Cancellation more than 72 hours before scheduled delivery, collection, or the start of Services has no cancellation fee, except for noncancelable third-party commitments, customized work, and costs already incurred. Cancellation within 72 hours but more than 24 hours before the scheduled start is charged at 25% of quoted rental and service fees, plus those noncancelable commitments and incurred costs. Cancellation within 24 hours is charged at 50%, plus those amounts. Customized Equipment and work are charged at 100% once confirmed and begun.
CHANGES, ADDITIONAL WORK, AND CHANGE ORDERS:
Pricing covers only the Equipment, Services, assumptions, location, schedule, and rental period in the Rental Quote. Customer requests, third-party requirements, changed conditions, added quantities, redesign, resequencing, acceleration, delays, or work outside that scope may require added charges or schedule changes. Smartstage may document changes by revised quote, change order, written approval, email, field ticket, or other written record. If immediate action is reasonably required to protect people, property, Equipment, or the project schedule and advance approval is impracticable, Smartstage may perform necessary work and invoice the reasonable resulting costs.
LIMITATION OF LIABILITY:
To the fullest extent permitted by law, Smartstage’s total liability arising from a Rental Quote or related rental, Services, project-management, or production engagement will not exceed the amount paid or payable to Smartstage for the affected engagement. Smartstage is not liable for lost profits, loss of use, business interruption, delay, lost opportunity, or indirect, special, punitive, or consequential damages. Smartstage is not liable for third-party vendor failures or costs outside its reasonable control except to the extent directly caused by Smartstage’s negligence or willful misconduct. These limits do not apply where prohibited by law.
COMPLIANCE WITH LAWS:
The Customer must comply with laws, permits, licenses, safety requirements, sanctions, export controls, and anti-bribery rules that apply to the Equipment, Services, and Site. If a change in law materially changes Smartstage’s cost or obligations, Smartstage may reasonably adjust pricing or scheduling, or suspend the affected work.
DEFAULT AND CANCELLATION:
Smartstage may suspend or cancel a rental or Services if the Customer fails to cure a breach after notice, cannot pay its debts, enters bankruptcy or similar proceedings, stops business, or has material assets seized or placed under outside control. The Customer remains responsible for amounts due and reasonable costs caused by the default, subject to applicable law and the cancellation terms above.
GENERAL TERMS:
Waivers and changes must be in writing. If one provision is unenforceable, the rest remain effective. The Customer may not assign the agreement without Smartstage’s written consent. Notices and claims must be in writing. Payment, pass-through costs, ownership, damage, insurance, claim cooperation, indemnity, liability limits, and recovery obligations survive the end of the rental, Services, or production engagement.
2. SMARTSTAGE EQUIPMENT SALES TERMS — EX-RENTAL AND NEW EQUIPMENT
These Sales Terms apply only when a Sales Quote identifies Equipment as being sold rather than rented. No rental, installation, project-management, production, commissioning, training, or other Service is included unless expressly listed in the Sales Quote.
EX-RENTAL EQUIPMENT:
Ex-rental Equipment is previously used and may show cosmetic wear, repairs, modifications, replaced components, or other signs of prior use. Unless the Sales Quote expressly states otherwise, ex-rental Equipment is sold AS IS, WHERE IS, WITH ALL FAULTS, subject only to Smartstage’s warranty of good title. Photographs, descriptions, dimensions, operating hours, and condition reports are provided for general identification only and are not warranties.
The Customer is responsible for inspecting ex-rental Equipment, or arranging an inspection, before purchase. By collecting, accepting delivery of, or authorizing shipment of the Equipment, the Customer accepts its age, condition, suitability, completeness, and compatibility.
NEW AND MADE-TO-ORDER EQUIPMENT:
New Equipment may not be held in stock and may be manufactured, configured, sourced, or made to order after confirmation. Production and delivery dates are estimates and may change because of material availability, supplier schedules, freight, engineering, customization, or other circumstances outside Smartstage’s reasonable control. Smartstage may make commercially reasonable component or specification substitutions that do not materially reduce the Equipment’s intended function.
PRICING, DEPOSITS, AND PAYMENT:
Prices exclude taxes, duties, freight, crating, insurance, permits, installation, commissioning, training, and similar charges unless the Sales Quote states otherwise. Deposits for made-to-order, customized, specially procured, or nonstock Equipment are nonrefundable once production, procurement, engineering, fabrication, or a supplier commitment begins. Payment is due as stated in the Sales Quote.
DELIVERY, RISK OF LOSS, AND TITLE:
Risk of loss passes to the Customer when the Customer or its carrier collects the Equipment or, if Smartstage provides delivery, when the Equipment is delivered to the destination stated in the Sales Quote. Title passes only after Smartstage receives full payment. The Customer must inspect shipments promptly and note visible loss, shortage, or damage on the delivery record before acceptance.
RETURNS:
Ex-rental, customized, made-to-order, and specially procured Equipment may not be returned except with Smartstage’s prior written approval. Any approved return may be subject to inspection, freight, repair, handling, and restocking charges.
WARRANTIES:
New Equipment is covered only by the written warranty, warranty period, exclusions, and claim procedures identified in the Sales Quote or accompanying Smartstage or manufacturer warranty documentation. If no written warranty is identified, Smartstage provides no Equipment warranty except for good title. Manufacturer warranties are passed through to the Customer to the extent permitted by the manufacturer. Smartstage does not guarantee the manufacturer’s performance of its warranty obligations. Except for those written warranties and Smartstage’s warranty of good title, Smartstage disclaims all other express or implied warranties to the fullest extent permitted by law, including merchantability and fitness for a particular purpose.
LIMITATION OF LIABILITY:
To the fullest extent permitted by law, Smartstage’s total liability arising from a sale will not exceed the amount paid for the affected Equipment. Smartstage is not liable for loss of use, lost profits, business interruption, delay, or indirect, special, punitive, incidental, or consequential damages. These limits do not apply where prohibited by law.