TERMS AND CONDITIONS

The following terms and conditions shall apply to all equipment and services provided by Western Pro Show Rentals Ltd. (the “Company”) to the Customer relating to the Event (collectively, the “Services”). The terms and conditions shall be incorporated into the order, estimate or invoice attached hereto and any subsequent changes or attachments agreed to by the Company in writing (the “Estimate”), which together shall constitute the entire agreement between the Company and the Customer (the “Agreement”). All capitalized terms that are not otherwise defined herein shall have the meanings given to them in the Estimate.

1. Payment

1.1. Unless a credit account has been established with the Customer on such terms and conditions as are approved in writing by the Company in its sole discretion, payment for the Services shall be due and payable by the Customer as follows:

• 10% of the Job Total within 3 business days of the effective date of the Agreement; and
• 40% of the Job Total within 30 calendar days before the Ship date; and
• The balance of the Job Total due at least 7 calendar days before the Ship Date.

1.2 Accepted methods of payment are by cheque, debit card or electronic fund transfer. Credit card payments may be accepted in the sole discretion of the Company and shall be subject to additional processing fees.

1.3 Any amounts owed by the Customer to the Company in addition to the Job Total shall be paid within 5 business days of the invoice date for such amounts.

2. Estimate

2.1. The Estimate is based on a description of the Event provided by the Customer. Although the Company endeavours to provide accurate figures in the Estimate, the Customer acknowledges that the figures represented in the Estimate are estimates and are subject to change.

2.2. The Company will not be bound to provide the Services in an Estimate until such time as the Estimate has been executed in writing by the authorized representative(s) of the Customer and the Company, and the Company has received payment from the Company in accordance with section 1.1(a).

2.3. Changes to the scope of Services, including equipment and labour requirements, may impact the Estimate and must be agreed to in writing by the Company. The Company reserves the right to re-quote any changes to the scope of the Services to reflect additional hours and equipment required in order for the Company to provide such changes.

2.4. The Company will reconcile the actual costs of the Services after the Services have been provided and the appropriate adjustments will be invoiced or credited within 10 business days. Payment for any additional amounts owed by the Customer to the Company shall be paid pursuant to section 1.3.

3. Late-Payment and Cancellation Policy

3.1. If the Customer breaches a term of this Agreement, including failing to pay when due any amounts owing under the Agreement, the Company may: (a) charge interest on all amounts due and owing at the rate of 21% per annum (being 1.75% per month), calculated and compounded monthly not in advance and payable before maturity, default or judgement; and/or (b) terminate the Agreement.

3.2 The charging of interest shall not be construed as obligating the Company to grant any extension of time for payment by the Customer.

3.3 If the Agreement is terminated by either the Company pursuant to section 3.1(b) or by the Customer for any reason whatsoever, notice of such termination must be in writing and the Customer shall pay to the Company the following amounts:

• Once confirmed, all orders are subject to a non-refundable, 5% administration fee.
• If notice of termination is received between 15 – 30 calendar days (inclusive) prior to the Ship Date: 25% of the Job Total plus all expenses and time incurred by the Company;
• If notice of termination is received between 7 – 14 calendar days (inclusive) prior to the Ship Date: 50% of the Job Total plus all expenses and time incurred by the Company; or
• If notice of termination is received less than 7 calendar days prior to the Ship Date, the Customer shall pay 100% of the Job Total. No refund or credit issued.

3.4 Credit account customers will be invoiced for cancellation charges as outlined above unless sufficient pre-payments have been made. Any surplus prepayments will be returned to the Customer within 30 days.

3.5 If the Customer requests changes which result in the Job Total decreasing by at least 25%, and the Company has not agreed in writing to the changes, the Company shall have the right, in its sole discretion, upon notice to the Customer to terminate the Agreement. If the Company elects to terminate, the cancellation policy in section 3.3 will apply.

4. Additional Costs and Third-Party Services

4.1. In addition to the Job Total, the Customer is solely responsible for paying for all costs related to the Event, including but not limited to, venue-related charges, security, rigging points, outside supplier fees, insurance and other such costs.

4.2. The Customer is solely responsible for ensuring that any goods or services to be provided by persons other than the Company in order for the Event to take place (collectively, the “Third Party Services”) will be provided and, if required by the Company, made available to the Company, on the Event Start Date, or such earlier date as may be specified by the Company. Any costs or expenses incurred by the Company in performing the Services which are incurred due to the non-performance of Third Party Services shall be invoiced and paid by the Customer pursuant to section 1.3.

5. Insurance

5.1. If the Job Total is equal to or greater than $100,000, or if any of the Company’s equipment is being left unattended at any time; the Customer shall, at its sole cost and expense, take out and keep in force until all obligations set forth in the Agreement are fulfilled, a comprehensive general liability insurance policy on an occurrence basis of not less than $2,000,000 per occurrence and an equipment floater/Inland Marine policy for a value of the total replacement cost for all equipment to be used by the Company to provide the Services. The Customer must furnish the Company with a Certificate of Insurance identifying the Company named as additional insured and loss payee with respect to rented equipment. Notwithstanding the foregoing, the Company may require the Customer to take out and keep such insurance policy or any additional insurance, at its sole and absolute discretion, acting reasonably.

6. LIMITATION OF LIABILITY AND INDEMNITY

6.1. The Customer acknowledges that the liability of the Company to the Customer for all claims under or related to the subject-matter of this Agreement SHALL BE LIMITED AS FOLLOWS: (a) in the event the Company is unable to perform any part of the Services due to the malfunction, misoperation or failure of a particular piece of equipment or service belonging to the Company or contracted or retained directly by the Company, the Company’s liability shall be limited to the itemized portion of the Job Total relating to such service, product or device.

6.2 Notwithstanding the foregoing, the Company, its directors, officers, employees, agents, contractors, insurers, licensees or assigns (collectively, the “Company Group”) SHALL NOT BE LIABLE FOR AND SHALL BE HELD HARMLESS AND INDEMNIFIED BY the Customer for special, indirect, consequential or incidental losses or damages of any kind or nature whatsoever, or other costs, charges, penalties or liquidated damages, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, including but not limited to, damages for loss of use or production, loss of revenue or profit, loss of data, loss of business information, business interruption, claims of third parties or any other pecuniary loss arising out of the Agreement except to the extent arising from or attributable to the gross negligence or willful misconduct of the Company Group. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND FOR GREATER CERTAINTY:

(a) save and except for any liability of the Company pursuant to section 6.1(a), no member of the Company Group shall be liable for any damages or losses suffered by the Customer in the event any Third Party Service is not provided, malfunctions or fails which, directly or indirectly, impacts the ability of the Company to provide the Services; and

(b) the Customer shall indemnify and save harmless each member of the Company Group from and against all losses, liabilities, claims, demands, actions, causes of action, damages, losses, costs and expenses (including any legal costs) suffered or incurred by any member of the Company Group, directly or indirectly, by reason of or arising out of a breach of any agreement, term or covenant on the part of the Customer or those for whom it is responsible at law to be made or to be observed or performed under the Agreement.

6.3 The indemnities in this Articles 6 shall survive the termination of the Agreement.

7. Ownership / Use of Property

7.1. The Property delivered to the Job Location(s) by Company is, and shall at all times be and remain, the sole and exclusive Property of Company; and the Customer shall have no right, title or interest therein or thereto. Customer shall have the right to operate the equipment in accordance with the manufacturer’s instructions and pursuant to the terms of this Agreement. Customer shall make no alterations, changes, or modifications to the Property, including but not limited to defacing, removing, or covering any nameplates on the Property showing Company’s name and identification of ownership or that of the manufacturer, without having obtained the prior written authorization of Company. If Property is removed, stolen or damaged by Customer’s attendees, guests, employees, performers, or other persons, then Customer shall be in Default and shall be liable for the cost of repairing or replacing the Property in Company’s sole discretion.

8. Protection of Property

8.1. The risk of loss of the Property shall pass from Company to Customer upon delivery of the Property to the Job Location(s) on the Load In Date and continue through the Load Out Date. Customer shall be required to obtain and maintain, at Customer’s sole cost and expense, a proper security force (“Security”) to ensure protection and security of all Property from loss, theft and/or damage and Company’s crew from bodily injury. If Customer fails to procure proper Security, then Company shall have the option, but not the obligation, to hire its own Security at Customer’s sole cost and expense. Customer hereby assumes and shall bear the entire risk of loss and damage to the Property from any and every cause whatsoever except for any damage to the Property caused by Company’s crew.

9. Force Majeure

9.1. Neither party will be liable for failure or delay to perform obligations under Contract, which have become practicably impossible because of circumstances beyond the reasonable control of the applicable party. Such circumstances include, without limitation, natural disasters or acts of God; acts of terrorism; war; labour disputes or stoppages; government acts or orders; epidemics, pandemics or outbreak of communicable disease as identified by government as being a serious threat to the general public; quarantine; national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control. In no event shall an event of force majeure preclude the making of any payment when due.

9.2. Written notice of a party’s failure or delay in performance due to force majeure must be given no later than five (5) business days following the force majeure event commencing (the “Force Majeure Start Date”), which notice shall describe the force majeure event and the actions taken to minimize the impact thereof. All delivery dates under this Contract affected by force majeure shall be postponed for the duration of such force majeure. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations and deliverables for mutually agreed dates as soon as practicable, not later than one calendar year after the force majeure conditions ceases to exist.

9.3. In the event the Customer is unable or unwilling to reschedule the pertinent obligations and deliverables within one calendar year of the cessation of the force majeure conditions, any deposits or payments received by the Company in accordance with this Agreement remain subject to the cancellation policy in section 3. The force majeure start date will be considered the “effective date of termination” as referred to in section 3.

9.4. In the event the Company is unable or unwilling to facilitate rescheduling within one calendar year of the cessation of the force majeure conditions, all payments will be returned to the Customer, less any expenses incurred by the Company.

10. Virtual/Hybrid Services

10.1 In the event the Services include virtual and/or hybrid meetings and related services, the Customer acknowledges and agrees:

(a) the Company reserves the right to disconnect any equipment that, in the Company’s sole discretion, is found to be causing network problems and the Customer shall not be entitled to any refund for any portion of the Services that have been disconnected;

(b) the Customer shall not share, resell, extend, bridge or otherwise misuse the Company’s platforms, applications, connections and/or services and the Company, in its sole discretion, shall have the right to disconnect the Customer or attendee found to have violated the terms of this Agreement or and usage restrictions without any refunds for Services that have been disconnected;

(c) the Company is not responsible for any interruptions to the Services or transmission failures due to the operation or failure of any cable, equipment, or software/conferencing platform provided by the Customer, a presenter, or any third party or a power surge, interruption, or failure at the location of any attendee or presenter or due to interruptions or transmission failures resulting from internet speeds, latency, connections or failures any presenter or attendee, or at any location where the Company does not manage the internet services;

(d) the virtual and/or hybrid meeting platforms, applications, and services may only be used for lawful purposes and in accordance with the terms and conditions of this Agreement or any other terms and conditions imposed by the Company; and

(e) transmission of any materials in violation of any applicable law is strictly prohibited, including, without limitation, copyrighted materials, materials judged to be threatening or obscene, trade secrets, or materials protected by trade secret or confidentiality obligations.

11. Notice

11.1. Any disclosure, notice, direction or other communication required or permitted to be given by any party hereunder (a “notice”) shall be in writing and delivered personally or by email or courier to the parties at their respective address set forth in the Estimate. Any notice shall, if delivered, be deemed to have been given and received on the next business day.

11.2. Any of the parties may change its designated address for notices by notice in writing to the other party.

12. General

12.1. Neither party shall have the right to assign any of its rights nor delegate any of its obligations under the Agreement without the prior written consent of the other party, except that the Company may, without the Customer’s approval, assign its rights and obligations under the Agreement to: (a) an entity which acquires all or substantially all of the assets of the Company; or (b) any subsidiary, affiliate or successor in a merger or acquisition of the Company.

12.2. Notwithstanding the foregoing, the Company reserves the right to retain or employ a third party to perform its obligations herein, as determined by the Company in its sole and absolute discretion.

12.3. If the Company incurs any costs or expenses to enforce any of its rights under the Agreement or to collect any amounts due, the Customer agrees to pay the Company for all such costs and expenses, including but not limited to, reasonable legal fees on a solicitor-and-client basis, and such costs shall be paid pursuant to section 1.3.

12.4. In the event any provision of the Agreement is determined to be invalid, such invalidity shall not affect the validity of the remaining portions of the Agreement and, the parties shall substitute for the invalid provision, the provision that most closely approximates the intent and economic effect of the invalid provision.

12.5. Any failure by either party to enforce performance of the Agreement shall not constitute a waiver of, or affect such party’s right to avail itself of, such remedies as it may have for any subsequent breach of the terms of the Agreement.

12.6. The Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to any matter that may arise under, in respect of, or in any way connected to the Agreement.

12.7. No amendment or variation of the provisions of the Agreement shall be binding upon any party unless and until it is evidenced in writing by authorized representatives of all parties.

12.8. The Agreement shall be binding upon and enure to the benefit of the parties, their permitted heirs, executors, administrators, successors, and assigns, as applicable.

12.9. If the context so requires, words importing number shall be deemed to include a greater or lesser number, words importing gender shall be deemed to include the other gender or the body corporate, and words importing the body corporate shall be deemed to include either gender.

END OF TERMS AND CONDITIONS