Client Terms and Conditions
Terms of Use
Last updated: Friday, June 13th 2025
1. About Show Support
1.1 Show Support Inc. (“Show Support”) is a recruiter and provider of independent contractors (“Contractors”) specializing in event support and event management services.
1.2 Show Support also provides recruitment and staffing services for temporary event personnel.
2.1 These Terms of Use (“Terms”) govern your use of Show Support’s services, including event support, equipment transport, and the provision of Contractors (“Services”), and are deemed accepted by you upon booking confirmation.
3. Interpretation and Definitions
3.1 The definitions below apply throughout these Terms:
• Affiliate: Any entity controlling, controlled by, or under common control with a party, where “control” means ownership of 50% or more of voting securities or equivalent authority.
• Account: A unique user account enabling access to Show Support’s Services.
• Company, We, Us, Our: Refers to Show Support Inc.
• Country: United States of America.
• Content: Any text, images, or other material you post, upload, or provide via the Services.
• Device: Any hardware used to access the Services, such as computers, smartphones, or tablets.
• Feedback: Suggestions or comments you provide about Show Support’s Services.
• Service: The services provided by Show Support, accessible through the Website.
• Terms: These Terms of Use, which constitute the entire agreement between you and Show Support regarding use of the Services.
• Third-party Social Media Service: Services or content provided by third parties that may be integrated or linked within the Service.
• Website: https://showsupport.us
• You, Your: The individual or entity accessing or using the Service.
3.2 Additional definitions may appear in parentheses throughout these Terms.
4. Bookings
4.1 To receive Services from Show Support, you must submit a Booking through Show Support’s designated online booking system at https://showsupport.us. Show Support may, at its sole discretion, accept Bookings submitted by other means.
4.2 Each Booking constitutes your offer to purchase the specified Services for the stated event.
4.3 A binding agreement is formed upon Show Support’s confirmation of your Booking and, where applicable, receipt of any required advance payment. By proceeding with the Booking, you acknowledge and agree to be bound by these Terms of Use, as well as the Booking details, any quotations or cost estimates, and related correspondence, which together form the agreement between the parties.
4.4 Bookings are not binding on Show Support until accepted in writing (including via email) and any required advance payment is received. Show Support will notify you of acceptance and issue an invoice for advance payment where applicable.
4.5 You may not assign or transfer your rights or obligations under any Booking Contract without Show Support’s prior written consent.
4.6 Amendments, Alterations, and Cancellations
All requests to amend, alter, or cancel a Booking Contract must be submitted in writing via email to crewops@showsupport.us. Amendments, alterations, or cancellations made by any other method or by any Contractor are invalid unless expressly approved in writing by Show Support’s Managing Director or an authorized representative.
4.7 Approval of Changes
Any changes to a Booking Contract agreed upon between You and Show Support must be mutually agreed in writing by You and Show Support’s Managing Director (or an authorized delegate). Verbal agreements or agreements with Contractors are not binding.
4.8 Minimum Engagement Periods
Each Booking for Contractors to perform Services on-site must specify a minimum engagement of 5 hours for Stagehands. For Bookings involving four or more Contractors, a Crew Lead must be engaged for the duration of the event.
4.9 Rigging Services and Insurance Requirements
If your Booking includes Show Support Inc. rigging Services, you must:
(a) Specify a minimum engagement period of 5 hours.
(b) Participate in a consultation with Show Support as requested.
(c) Provide a current certificate of insurance evidencing coverage for all loss, damage, injury, or death related to rigging work, naming Show Support Inc. as an additional insured party.
Show Support reserves the right to refuse rigging Services if these requirements are not met.
4.10 Prohibition on Rigging Installation by Contractors
Show Support Inc. Contractors are not authorized to install rigging points or perform similar installation services. Such work must be performed by another qualified provider. Any request for Contractors to perform prohibited installation must be refused by the Contractor, and Show Support may terminate the Booking Contract at its discretion. Performance of prohibited work by Contractors at your request constitutes a material breach of these Terms and may lead to contract termination.
4.11 Contractor Suitability and Risk Acknowledgment
You warrant that you have assessed the suitability of Contractors for your Booking and accept all risks associated with their engagement to the maximum extent permitted by law.
4.12 Responsibility for Safety and Engineering
You bear sole responsibility for the engineering, safety, stability, and suitability of the Services performed by Contractors, including any advice, plans, or procedures provided by Contractors. You are liable for any claims related to the work performed.
4.13 Release of Liability
You hereby release and hold harmless Show Support from all claims, demands, or proceedings related to any services provided by Contractors.
4.14 Suspension or Termination for Safety Concerns
If Contractors or Temporary Staff refuse to perform Services due to safety concerns at the Site, Show Support may suspend or terminate the Booking Contract. You agree to pay all Fees for Services rendered up to the event’s scheduled conclusion.
4.15 Show Support’s Right to Refuse or Terminate Bookings
Show Support may refuse to supply or suspend or terminate any Booking Contract if:
(a) The weight to be rigged exceeds Contractor estimates for load capacity.
(b) Adequate engineering drawings with load-bearing details are not provided.
(c) Any rigging equipment provided by You is deemed unsafe or unfit for purpose.
(d) You breach Section 4.10 regarding prohibited installation work.
(e) Contractors are not provided with a permanent grounded power supply during Services.
(f) Sufficient plans specifying point locations and load details are not supplied.
4.16 Late Booking Premium
Late Bookings are defined as those made within 48 hours of Service commencement during Peak Periods (generally September–December and February–March, and other times of high crew demand).
Late Booking premiums apply as follows:
• Within 6 hours: +20% of final invoice
• Within 12 hours: +15% of final invoice
• Within 24 hours: +10% of final invoice
• Within 48 hours: +5% of final invoice
You will be notified if a Late Booking premium applies at the time of booking. Premier clients may be eligible for waivers—contact Show Support for details.
4.17 “B” Location Premium
“B” Locations are defined as those that are:
• More than 15 km from the CBD; and/or
• Not accessible via public transport; and/or
• Otherwise difficult to access.
A location premium will be added to the final invoice total for Bookings at “B” Locations, as follows:
• Peak Period Bookings: Additional 20%
• All Other Times: Additional 10%
You will be informed at the time of booking if the premium applies, and it will be reflected in your invoice. Premier clients may be eligible for a waiver. Contact Show Support to check your status or learn how to become a Premier client.
5. Price and Payment
5.1 Fees must be paid in accordance with the Payment Terms, without setoff, counterclaim, or deduction.
5.2 Fees are time-and-materials based, at Show Support’s published rates. Fixed-price engagements are not available.
5.3 Any cost estimates are non-binding and provided as good-faith projections only. Final Fees are based on actual hours worked.
5.4 Cost estimates may contain errors or omissions and are to be used as guides only.
5.5 An Advance Payment based on the cost estimate is required to confirm a booking. A booking is not confirmed until this payment is received. Failure to pay before the event allows Show Support to cancel the booking without liability.
5.6 Payment Terms:
• (a) Invoices are due within 14 days via EFT. Cheques are not accepted.
o Advance Payment for Late Bookings is due immediately via EFT or credit card.
o Advance Payment for bookings starting within 7 days must be paid prior to service commencement by EFT or credit card.
• (b) Credit card payments incur a 1.92% + $0.33 fee; EFT/Direct Debit incur 1.1% + $0.33.
• (c) EFT payments must include the invoice number. Missing references incur a $105 admin fee payable within 7 days.
• (d) Late payments and refunds incur a $49 admin fee. For overpayments, a credit note may be offered in lieu of a refund to avoid the fee.
• (e) By paying via credit card, you authorize Show Support to debit future invoices until written notice is given to change payment method.
5.7 Any invoice disputes (e.g. dates, hours, roles, rates) must be raised within 24 hours. After 2 business days, invoices are final and no amendments will be accepted.
6. Cancellations
6.1 For Stagehands/Loaders:
• Cancellations <72 hrs before service start incur 50% of the total Fees.
6.2
• Cancellations <48 hrs before service start incur 100% of the total Fees.
Premier clients may have cancellation fees waived or reduced if cancelled with more than 12 hours’ notice. Contact Show Support to verify Premier status.
6.3 For roles other than Stagehands/Loaders (e.g., Technicians, Drivers, Operators), 100% of Fees apply for any cancellation, regardless of notice.
6.4 These charges are agreed estimates of loss, not penalties.
6.5 You must:
• Ensure staff finish at the same location they started or provide safe transport.
• Notify Show Support if return transport is required after hours. If contractor cannot self-transport, you must cover transport costs.
6.6 You must not:
• Treat staff in a hostile, harassing, or demeaning manner.
• Yell, belittle, or deny Breaks to staff.
6.7 Temporary Staff must be treated with the same respect as your own employees. If you provide meals or catering to your employees, the same must be provided to Temporary Staff.
6.8 The term “loader” must not be used in a derogatory way.
6.9 In any dispute or incident, staff must be allowed a 10-minute break.
6.10 You must promote a culture of safety at all events.
7. Recruitment Service
7.1 Booking Temporary Staff gives you the opportunity to trial potential recruits.
7.2 If, during the Relevant Period (see clause 9.4), you hire or engage any Temporary Staff directly (outside a Booking Contract), you must pay the following Recruitment Fees within 7 days:
• $10,000 + Tax per full-time staff
• $5,000 + Tax per casual or part-time staff
7.3 You must inform Show Support immediately if you hire or plan to hire any Temporary Staff directly.
7.4 Fees exclude Tax. Tax is payable upon receipt of a valid tax invoice and must be paid with the Fees.
7.5 Late payments may result in service suspension, termination, and a compounding interest charge of 9% per month or the maximum legal rate (whichever is higher), from the due date until paid in full.
7.6 You must indemnify Show Support for all recovery costs, including legal and debt collection fees on a full indemnity basis.
8. Breaks and Penalties
8.1 Temporary Staff must receive a 30-minute break every 4 hours, unless their shift ends within the 5th hour.
8.2 Work beyond 10 hours (including Breaks) incurs a 1.5x hourly rate penalty.
8.3 Work beyond 12 hours incurs a 2x hourly rate penalty.
8.4 If a staff member returns to work without a 10-hour rest break after a 10+ hour shift, a 2x hourly rate applies for additional time worked.
8.5 Public Holiday work must be booked for a minimum of 5 hours and is charged at 2x standard rates.
8.6 Show Support may waive penalty charges at its sole discretion.
9. Contractors
9.1 You must immediately notify Show Support by phone in the event of any accident or injury involving a Contractor.
9.2 Show Support will use reasonable efforts to ensure that Contractors working in a corporate setting wear appropriate attire, including neat long black pants, jeans, or cargo pants during colder months; black shorts in warmer months; black steel-toe safety boots; and a Show Support short-sleeve cotton polo shirt (gray for standard crew, black for Crew Lead).
9.3 You are responsible for ensuring that each Contractor can safely and reasonably return home after completing Services.
9.4 You must maintain all equipment to be used or transported by Contractors in accordance with manufacturer specifications, and you must not direct any Contractor to perform Services:
(a) beyond their physical capabilities;
(b) contrary to manufacturer instructions or safety guidelines; or
(c) in violation of any applicable occupational health and safety laws or regulations.
9.5 You must provide appropriate supervision and supply all necessary protective equipment to Contractors during the performance of Services, including but not limited to PPE such as hard hats and safety vests.
9.6 You must ensure all Contractors wear steel-toe safety boots at all times. If a Contractor is not wearing appropriate footwear, you must prevent them from providing Services and immediately notify Show Support.
9.7 You must not permit any Contractor to operate machinery unless they are properly trained, experienced, and qualified. You are responsible for verifying each Contractor's competency before authorizing such operation.
9.8 You must confirm that each Contractor possesses any required certifications, licenses, or permits before they operate or transport any vehicles or equipment. Do not direct any Contractor to perform such tasks without appropriate documentation.
9.9 If you engage a Driver under a Booking Contract, that Driver is not responsible for loading or unloading vehicles. Separate Contractors or personnel must handle those duties.
9.10 You must not direct or allow a Contractor to operate or transport any vehicle or equipment that is defective, unsafe, or not fit for its intended purpose.
9.11 You must not require Contractors to use or transport equipment or vehicles beyond their rated capacity. You are responsible for planning weight distributions appropriately.
9.12 All complaints regarding Contractors by your personnel must be promptly reported to both your senior management and Show Support management.
9.13 Show Support reserves the right to require the exclusion of your personnel from a Site if a Contractor has made a complaint involving that individual.
9.14 For purposes of clause 9.2, the “Relevant Period” means:
(a) 12 months following the end of the Contractor’s engagement with Show Support;
(b) or, if clause 9.14(a) is unenforceable, 9 months;
(c) or, if clause 9.14(b) is unenforceable, 6 months.
9.15 You agree to pay the applicable Recruitment Fee if:
(a) you directly approach the Contractor for work;
(b) the Contractor contacts you seeking work;
(c) the Contractor provides you with their résumé at any time (even if prior to their engagement by Show Support);
(d) the Contractor responds to a job advertisement you post; or
(e) the Contractor has previously worked with you personally or at a prior employer.
9.16 In addition to the Recruitment Fee, you agree to engage the Contractor through Show Support for an additional 200 hours. You acknowledge that this represents a genuine pre-estimate of Show Support’s damages. The Recruitment Fee is agreed to be reasonable and not a penalty.
The Recruitment Fee is due within 7 days of invoicing. Failure to pay within this period will incur interest as outlined in clause 7.5.
If you or your affiliate engages a Contractor directly, you assume all obligations as their employer or principal.
If you wish to directly hire a Contractor, you must:
• Provide written notice to Show Support (Hire Notice);
• Not inform the Contractor of your intentions;
• Engage Show Support to provide the Contractor for an additional 200 hours;
• Pay the Recruitment Fee after the 200-hour period, as per clause 7.2.
If these terms are met to Show Support’s satisfaction, direct hire of the Contractor will not constitute a breach of these Terms of Use.
9.17 This clause survives the termination of any Booking Contract and these Terms of Use.
10. Work Environment
10.1 You must comply with all applicable U.S. federal, state, and local workplace safety laws and regulations from the moment a Contractor arrives on Site until their safe return home.
10.2 You must conduct safety assessments (e.g., site inductions, job hazard analyses) before any Contractor arrives and consider ingress, egress, and transportation. Contractors are not responsible for performing such assessments.
10.3 You are fully responsible for each Contractor’s safety from Site arrival through departure and transportation home.
10.4 You must provide a safe work environment and comply with all applicable federal, state, and local laws, including those addressing workplace safety, discrimination, and harassment.
10.5 You warrant that all equipment used or transported by Contractors is safe, maintained per manufacturer guidelines, and compliant with all applicable safety regulations and documentation requirements.
10.6 Prior to any Services, you must provide Contractors with a Site safety induction and implement necessary controls.
10.7 Where required by law, you must assess each Contractor’s competency to perform the Services prior to Site attendance, or within the first 30 minutes onsite through direct observation. If any Contractor is found incompetent, you must notify Show Support and direct the individual to cease work until Show Support provides written approval. Failure to do so makes you liable for all resulting damages, fines, and losses.
10.8 Without limiting your obligations:
(a) Contractors may complete Show Support’s OSHA forms for each Booking;
(b) Upon request, Show Support will provide the completed forms;
(c) Show Support does not guarantee the adequacy of any OSHA forms or results;
(d) You must independently evaluate any safety information provided by Show Support;
(e–g) Show Support's safety systems do not relieve you of legal responsibilities nor create liability for Show Support;
(h) You bear sole responsibility for on-Site Contractor safety.
10.9 You are responsible for Contractor safety while on Site or during transport by you. You must comply with all applicable legal requirements and cooperate with Show Support to ensure ongoing compliance.
10.10 You must ensure that the Site is safe and that you enforce safety policies, maintain equipment, and provide required training, induction, and protective gear to all Contractors prior to work.
10.11 Before Services commence, you must:
(a) Inspect the Site and implement necessary safety measures;
(b) Implement a Safety Management System covering policies, training, incident reporting, and more;
(c) Train all Contractors on the Safety Management System;
(d) Email all relevant safety documentation to crewops@showsupport.us within 2 days of a Booking or upon request;
(e) Provide Contractors with required documentation prior to Site attendance and ensure they understand all safety protocols;
(f) Conduct on-site induction and training for Contractors before any Services begin.
11. Deliveries
11.1 You may only request a Delivery if the Equipment is fully insured by You against loss or damage for its full replacement value. Each Delivery Booking must include:
(a) the number of Drivers required;
(b) the availability of those Drivers, including specific Delivery Periods (days, hours, and whether they fall within Business Hours);
(c) a complete description of the Equipment, including quantity, value, fragility, sensitivity, dimensions, weight, condition, and any other relevant specifications;
(d) a copy of all applicable insurance policies covering loss and/or damage to the Equipment; and
(e) the delivery points and any preferred routes (Delivery Points), as well as any other information reasonably required by Show Support to assess the Booking.
11.2 Show Support will use commercially reasonable efforts to complete the Delivery as outlined in the Booking.
11.3 Delivery will be deemed complete when Show Support obtains a signed delivery docket or receipt for the Equipment at the Delivery Point from any person present.
11.4 If delivery cannot be completed, Show Support may store the Equipment at Your risk and discretion, and charge reasonable handling, storage, and re-delivery fees. These charges are due per the Payment Terms.
11.5 Show Support may issue written notice requiring You to collect stored Equipment within 2 days or another period specified in the notice. If You fail to do so, Show Support may dispose of or sell the Equipment to recover any outstanding Fees and associated storage or sale costs, without prejudice to any other rights or remedies.
11.6 By requesting a Delivery, You warrant that You are either the owner of the Equipment or have lawful authority to act on behalf of the owner and to authorize Show Support to transport the Equipment.
11.7 You must not request Delivery of Equipment that is or may become hazardous, illegal, explosive, flammable, volatile, or otherwise dangerous.
11.8 Unless You notify Show Support in writing at crewops@showsupport.us before the event:
(a) You are deemed to have confirmed that the SHS OSHA Assessment and its results are sufficient, relevant, and may be relied upon by Show Support and any Contractor for the event; and
(b) You must notify Show Support by email if:
A. You require Contractors to comply with Your Safe Work Method Statement (SWMS) instead of Show Support’s SWMS; and/or
B. You believe Show Support’s Safety Management System or SWMS is inadequate or should not be relied upon.
11.9 Nothing in Section 11.8 limits Your obligations under any other provision of Section 11.
11.10 Show Support may, at its sole discretion, conduct venue inspections, Contractor inductions, or competency checks at any time. You must cooperate fully with such inspections or assessments.
11.11 You must ensure Contractors are not exposed to health and safety risks. This includes maintaining a safe Site, work systems, equipment, and work environment, and exercising all reasonable precautions appropriate to the Services and working conditions.
11.12 You are responsible for providing all necessary information, instruction, training, and supervision to ensure the Services are performed safely.
11.13 You must immediately notify Show Support of any Notifiable Incident or injury sustained by a Contractor either on Site or while providing Services under a Booking.
12. Liability
12.1 The Client acknowledges that all Contractors provided by Show Support Inc. are independent service providers and not employees. Show Support Inc. facilitates their assignment, but the Client retains full supervision and control over Contractors’ work, schedules, and work environment.
12.2 The Client accepts full responsibility for any property damage, financial loss, or non-bodily harm caused by Contractors while under the Client’s direction. The Client agrees to indemnify and hold harmless Show Support Inc., its officers, directors, agents, and affiliates from any claims, losses, or expenses (including reasonable attorneys’ fees) arising from such damage or loss.
12.3 Contractors provided for a Booking remain under the Client’s control while onsite. The Client is solely responsible for all acts, omissions, or errors of such Contractors, including negligence or misconduct.
12.4 The Client is solely responsible for compliance with all safety obligations and any applicable Safety Management System. Show Support Inc. disclaims all responsibility for the implementation or enforcement of such systems and is released from any related liability.
12.5 To the fullest extent permitted by law, neither party shall be liable to the other for any fines, penalties, taxes, punitive or exemplary damages, or any indirect or consequential loss (including loss of revenue, opportunity, or contract), except for reasonable legal fees awarded by a court or insured losses.
12.6 Show Support Inc. is not liable for any failure, non-performance, or misconduct by Contractors. The Client waives all claims against Show Support Inc. related to Contractors’ conduct or performance.
12.7 Show Support Inc. is not responsible for any parking or driving fines or penalties incurred by Contractors during service. Such fines are the Client’s sole responsibility and must be paid promptly.
12.8 Where a party holds insurance for third-party injury or property damage, and such insurance does not cover a liability arising under a Booking Contract, the total liability of each party shall be limited to $10,000. This does not limit the Client’s obligation to pay Fees.
12.9 Unless otherwise excluded, the aggregate liability of either party shall be limited to the total Fees paid under the relevant Booking Contract.
12.10 The Client warrants that all Equipment provided for delivery is suitably packaged to withstand standard transport risks. The Client shall indemnify Show Support Inc. for any loss or damage resulting from failure to comply.
12.11 The Client shall reimburse all tolls, travel costs, and related charges incurred by Show Support Inc. during Equipment delivery, payable per the agreed Payment Terms.
12.12 If the Client fails to pay Fees after written demand, Show Support Inc. may exercise a lien over any Equipment in its possession and may sell such Equipment without further notice to recover unpaid amounts, including related storage and sale costs.
13. Contacting Show Support
13.1 Show Support operates 24 hours a day, 7 days a week.
13.2 Show Support is available by telephone during Business Hours to respond to inquiries about Bookings and Booking Contracts, including requests to amend shifts and assistance locating Contractors.
13.3 Show Support is under no obligation to accept or accommodate any request to amend shifts.
13.4 Show Support will use reasonable efforts to assist You in locating available Contractors upon request.
13.5 You acknowledge and agree that Contractor contact details will not be disclosed to You.
13.6 Show Support is available by telephone 24/7 for the purpose of receiving immediate notification of any accidents or injuries involving a Contractor. You must notify Show Support immediately if such an incident occurs.
14. Confidentiality
14.1 Each party (the “Receiving Party”) agrees to keep strictly confidential all information of a confidential nature disclosed by the other party (the “Disclosing Party”). The Receiving Party may only disclose such information to its employees, agents, representatives, and subcontractors who need to know it for purposes related to these Terms of Use, and must ensure that such persons comply with the same confidentiality obligations. Confidential information may be disclosed where required by law, regulation, or court order.
14.2 Neither party may make any public announcement, press release, or online post (including social media or review platforms) regarding these Terms of Use, any Booking, Booking Contract, or Contractor without the prior written consent of the other party.
14.3 This Section 14 shall survive termination of these Terms of Use.
14.4 If a Force Majeure Event prevents, hinders, or delays Show Support’s performance of its obligations for more than 20 consecutive Business Days, either party may terminate these Terms of Use by written notice to the other.
15. General
15.1 Assignment. Neither party may assign or transfer its rights or obligations under these Terms of Use without prior written consent of the other party, which shall not be unreasonably withheld.
15.2 Notices. All notices under these Terms of Use must be in writing and sent to the address or email specified in a Booking or otherwise provided in writing. Notices are deemed received: (a) when delivered personally, (b) on the fifth Business Day after mailing via pre-paid post, or (c) upon confirmation of delivery or response if sent by email.
15.3 You consent to receiving emails from Show Support regarding registrations, warnings, shift approvals, rate confirmations, and other relevant notifications related to Bookings or these Terms of Use.
15.4 Severability. If any provision is held invalid or unenforceable, the remainder of these Terms of Use will remain in full force and effect.
15.5 Waiver. A waiver of any right under these Terms of Use is only effective if in writing and shall not be considered a waiver of any future rights. Failure to enforce a right does not constitute a waiver.
15.6 Amendment. These Terms of Use may only be amended in writing signed by both You and Show Support.
15.7 Governing Law and Jurisdiction. These Terms of Use are governed by the laws of the United States. The parties submit to the exclusive jurisdiction of the state and federal courts located in [Insert applicable U.S. state and county].
15.8 Independent Contractors. The parties are independent contractors. Nothing in these Terms of Use creates any partnership, joint venture, employment, or agency relationship between the parties.
15.9 Counterparts. These Terms of Use may be executed in counterparts, including electronically, and together shall constitute one binding agreement.
15.10 Publicity. Neither party may publicly disclose or comment on these Terms of Use without prior written consent from the other party.
15.11 Consumer Law Compliance. To the extent permitted by law, all warranties and guarantees are excluded. If You qualify as a “consumer” under applicable U.S. consumer protection law, then You may have non-excludable rights and remedies. Where permitted, Show Support’s liability is limited, at its sole option, to (a) re-supplying the services, or (b) paying the cost of re-supplying the services.
16. Indemnity and Release
16.1 You agree to indemnify and hold harmless Show Support, its officers, agents, employees, and all Contractors from any and all losses, liabilities, damages, costs (including reasonable attorneys' fees), expenses, or claims arising from:
(a) Your breach of these Terms of Use or any Booking Contract; and/or
(b) any matter for which You have released Show Support under these Terms of Use.
17. Director’s Guarantee
17.1 If You are a corporation, Show Support may withhold performance of services or any of its obligations until it receives a personal guarantee from each of Your directors, in a form acceptable to Show Support.
18. Termination
18.1 Either party may immediately terminate a Booking Contract by written notice if the other party experiences an Insolvency Event.
18.2 A party may terminate a Booking Contract if the other party breaches these Terms of Use or the Booking Contract and:
(a) the breach is not capable of remedy; or
(b) the breach is capable of remedy but remains unremedied for 7 days following written notice.
18.3 Termination does not affect accrued rights or remedies.
18.4 Any provision that expressly or by implication survives termination shall remain in effect.
19. Force Majeure
19.1 Show Support shall not be liable for any failure or delay in performing its obligations under these Terms of Use or any Booking Contract to the extent caused by a Force Majeure Event.
20. Definitions and Interpretation
20.1 In these Terms of Use, the following definitions apply:
• Booking: A request, offer, or order by you for Show Support to provide Contractors for Services.
• Business Day: A day other than a Saturday, Sunday, or public holiday when banks in the relevant state or county are open for business.
• Contractor: Any individual or personnel engaged by Show Support to perform Services, including Crew, Crew Lead, Stagehands, Groundies, Loaders, Audio Technicians, Lighting Operators, Drivers, Forklift Operators, and EWP Operators.
• Crew: Contractors designated by Show Support as "Crew."
• Crew Lead: Contractors designated by Show Support as "Crew Lead."
• Driver: Contractors designated by Show Support as "Driver."
• Fees: Show Support’s fees as listed at www.showsupport.com.au, as amended from time to time or agreed in writing.
• Force Majeure Event: An event beyond Show Support’s reasonable control.
• Groundie: A Contractor responsible for clearing space and ensuring safety during operations, including managing barricades and directing crowds.
• Insolvency Event: Includes, without limitation, the cessation of payment of debts as they fall due, appointment of a receiver, liquidator, or administrator, or entering into any form of compromise or arrangement with creditors.
• Notifiable Incident: As defined under the Occupational Safety and Health Act of 1970 ("OSH Act").
• Payment Terms: As defined in Section 6.6 of these Terms.
• Show Support: Show Support Inc., 1207 Delaware Ave #2006, Wilmington, DE 19806.
• Site: The location designated in the Booking where Services are to be performed.
• Terms of Use: These terms and conditions, as amended from time to time pursuant to Section 19.6.
• You / Your: Any individual or entity engaging or seeking to engage Show Support to provide Services.
20.2 Unless the context requires otherwise, in these Terms:
(a) A reference to a person includes an individual, company, partnership, or other legal entity.
(b) A statute or statutory provision includes any amendment or replacement thereof and includes subordinate legislation.
(c) The terms “including,” “includes,” and similar expressions are illustrative and do not limit the scope of related words.
(d) All monetary references are in U.S. dollars.
(e) No provision shall be construed against a party merely because it was responsible for drafting it.
21. Guarantor Acknowledgment
By signing this document, you agree to act as a guarantor.
21.1 The Guarantor agrees to guarantee the performance of all obligations, including payment of Fees, by the Company under any Booking Contract with Show Support, and confirms the Company’s agreement to be bound by these Terms of Use.
22. Interpretation of Guarantor Agreement
22.1 For the purpose of the Guarantor's obligations:
(a) Booking Contract has the meaning defined in the Terms of Use.
(b) Business Day is defined as above.
(c) Guarantor includes the named party and their executors, administrators, and assigns.
(d) Terms of Use means these terms, as amended.
23. Acceptance of Terms
The Guarantor confirms that the Company accepts and agrees to be bound by the Terms of Use.
24. Guarantee
24.1 In consideration of Show Support entering into a Booking Contract:
(a) The Guarantor guarantees full and timely payment and performance by the Company.
(b) The Guarantor unconditionally indemnifies Show Support against any default by the Company.
24.2 The Guarantor and Show Support agree:
(a) The guarantee is continuing, irrevocable, and absolute.
(b) It is not discharged by payments, concessions, or variations to the Booking Contract.
(c) Enforcement does not require prior action against the Company.
(d) Any security held by Show Support is supplemental, and the Guarantor shall not claim any benefit from such security.
(e) The Guarantor has full authority to bind the Company and provide this guarantee, and it is not limited by any external agreement.
25. Taxes
25.1 Unless otherwise stated, all payments are exclusive of taxes.
25.2 Any applicable taxes must be paid in addition to the amounts due, at the same time payment is made.
26. Costs and Disbursements
26.1 The Guarantor shall pay all legal and related costs incurred by Show Support arising from the Guarantor’s default.
26.2 The Guarantor shall be responsible for any applicable duties, including fines and penalties, related to this Agreement.
27. Notices
27.1 Notices must be in writing and are deemed delivered:
(a) If delivered personally, upon receipt.
(b) If mailed:
• Within the U.S., six (6) Business Days after posting.
• From or to outside the U.S., twenty (20) Business Days after posting.
(c) If sent via email, upon confirmation of delivery or read receipt.
27.2 A party may update its contact information by written notice to the other.
28. Waiver and Variation
28.1 A delay or failure to enforce any right does not constitute a waiver.
28.2 Exercise of a right does not prevent future exercise of the same or other rights.
28.3 Any variation or waiver must be in writing and signed by all parties.
29. Governing Law and Jurisdiction
29.1 This Agreement is governed by the laws of the State of Delaware. Each party submits to the non-exclusive jurisdiction of the courts located in Delaware.
30. Further Assurance
30.1 Each party agrees to do all things reasonably necessary to carry out the intent of this Agreement.
31. Counterparts
31.1 This Agreement may be executed in counterparts, which together constitute a single agreement.
31.2 Counterparts exchanged via email shall be binding.
32. Entire Agreement
(a) This Agreement constitutes the complete understanding between the parties.
(b) It supersedes all prior communications, whether oral or written.
33. No Reliance on Representations
Each party:
(a) Has not relied on any representation not expressly set out herein.
(b) Has conducted its own investigation of the subject matter.
This clause does not exclude any express warranties contained in this Agreement.
34. Severability
If any provision is held to be invalid or unenforceable, it shall be severed, and the remainder will remain in full force and effect.
35. No Merger
The rights and remedies of the parties under this Agreement are cumulative and do not merge with any prior or subsequent rights or obligations.
36. Consents and Approvals
Where this Agreement requires a party’s consent or approval, such consent may be withheld or conditioned at the party’s discretion. The requesting party must comply with all imposed conditions.