Rental Agreement

This Rental Agreement (this “Rental Agreement”) is made by and between Nuage Rentals, Inc., a Florida corporation, DBA Nuage Designs (“Nuage”), and the undersigned client (“you”).

Thank you for choosing Nuage Designs for your luxury event linen, tabletop, and furniture rental needs. In order to better serve you, we kindly request you read carefully the policies disclosed in this Rental Agreement. By signing this Rental Agreement, you are agreeing to the terms contained herein. We appreciate your business and look forward to a lasting business relationship.

Service Terms - The following terms apply to all of your Orders (defined below), unless otherwise stated in the written “Job Order” document provided with an Order. All contracted items are rentals unless otherwise stated in a Job Order. As the client, it is your responsibility to ensure the proper condition and prompt return of all rental items. You are required to provide a credit card to be kept on file, and Nuage is authorized to process said card in accordance with the terms below.

Quote - When you contact your account executive about reserving items for an event, you will first be provided a quote that reflects available products and their associated costs (“Quote”). A Quote is provided for your consideration only and does not reserve any items for the event. You may hold multiple product options on a Quote for up to 15 days. If during these 15 days there is a secondary inquiry that is ready to confirm and pay on any of the held items, Nuage will grant a 48-hour grace period for you to confirm or to release the held items. After 48 hours, if no payment has been received, the items will be removed from the Quote so that other interested parties can move forward.

Confirming Your Order - Provided that this signed Rental Agreement and a credit card are on file, you may confirm a Quote by stating in an email to your account executive that the Quote is “confirmed” and by paying a retainer equal to 50% of the total cost set forth in the Quote (the “Retainer”). Once you confirm a Quote and pay the Retainer, a Quote becomes an “Order.” You acknowledge that the Retainer for each Order:

reserves the rental items for the date of that event,
fairly compensates Nuage for lost rental opportunities for those items across multiple dates, and
will not be refunded, except as otherwise set forth herein.

No rental items are reserved until the Retainer is received. The remaining balance on an Order is due no later than 5pm on the Final Date for Changes (as defined in the Job Order) and will be automatically processed to the card on file, unless an alternate form of payment for said balance has been provided. Each Order must be finalized by 12pm Eastern on the noted Final Date for Changes to ensure timely fulfillment of the Order. Notwithstanding the foregoing, any Order that is $500 or less must be paid in full when confirmed, and any Order that is $1,000 or less and placed within one (1) week of the Final Date for Changes for that Order must be paid in full when confirmed.

Custom Orders - If a Quote includes any custom linens, once that Quote becomes an Order, the custom linens must be paid for in full in advance, are non-refundable (no exceptions), and cannot be modified. Custom linens on an Order cannot be changed and quantities cannot be reduced. Custom linens are Final Sale and are not required to be returned to Nuage. If custom linens are mistakenly returned, you are responsible for any laundering and/or shipping costs related to the return of those items to you. Custom linens returned to us that are not claimed by you within (3) business days after their return will be discarded and are no longer eligible for return. If the custom linens include the creation of linens with your or a third-party’s artwork or using your or a third-party’s fabric, you will be required to sign a separate Custom Production Agreement. Any requests for custom items outside of linens will be handled on a case-by-case basis and potentially subject to a separate agreement.

Changes - Prior to finalizing an Order, please carefully review all details in the Job Order. Contracted items; quantities; shipping, delivery, or pick-up addresses; and shipping, delivery, or pick-up dates and times may be modified on an Order up to 12pm Eastern on the Final Date for Changes. You may not reduce the quantities in an Order by more than 50% of the original Order. No changes can be made to an Order after 12pm Eastern on the Final Date for Changes specified for that Order. Please note that Nuage does not guarantee availability of additional quantities after an initial Order is placed, nor does Nuage guarantee availability of original quantities if an event date is changed, and the delivery of items not contracted in advance may result in additional charges.

Dye Lot Variation - Refunds are not granted on the basis of dye lot variation. Slight color variation is normal from one dye lot to another and is not considered a defect. Products are assessed on a regular basis to confirm that they are within a reasonable threshold of variation, and all orders are composed of the most similar dye lot available at the time of rental.

Cancellations/Refunds

An entire Order may be cancelled in writing (via email to your account executive) for any reason more than 60 days before the Final Date for Changes without penalty and your Retainer for that Order will be refunded.
An entire Order may be cancelled in writing (via email to your account executive) for any reason from 14 days to 60 days before the Final Date for Changes, but such a cancellation will be subject to a cancellation fee equal to 10% of the rental subtotal (before tax, delivery fees, damage waiver, and any applicable discount). The cancellation fee will be deducted from the Retainer and Nuage will refund the remaining amount to you.
An entire Order may be cancelled in writing (via email to your account executive) for any reason less than 14 days before the Final Date for Changes, but such a cancellation will be subject to a cancellation fee equal to 25% of the rental subtotal (before tax, delivery fees, damage waiver, and any applicable discount). The cancellation fee will be deducted from the Retainer and Nuage will refund the remaining amount to you.
An entire Order may be cancelled in writing (via email to your account executive) for any reason on or after the Final Date for Changes but before shipping, but such a cancellation will be subject to a cancellation fee equal to 50% of the rental subtotal (before tax, delivery fees, damage waiver, and any applicable discount). The cancellation fee will be deducted from the Retainer and Nuage will refund the remaining amount to you.

Once shipped, an Order is considered final and may not be cancelled nor will refunds be issued for any unwanted or unused items. Additional fees may apply for “Return to Sender” requests submitted for an Order that has been shipped and is cancelled or refused upon delivery.

I acknowledge that I have read and agree to the policies outlined in the 'Cancellations/Refunds' section of this Rental Agreement. Initials:

Shipped Orders Only - Prior to finalizing an Order being shipped, please carefully review the shipping address, Order Ship Date, shipping service (e.g., 2nd Day, Overnight, Ground, Express, etc.), Estimated Delivery Date, Event Date, Return Pickup Date, and all Order contents for absolute correctness. Nuage will automatically schedule your Order for receipt at least two (2) business days prior to your event date to allow a buffer day in case of carrier delays, as well as to check your Order and to contact Nuage for additional needs should your Order be incomplete or inaccurate. Should you wish to secure a specific delivery date, you must specify Express shipping. Please note that Ground shipping does not provide guaranteed delivery dates, and that all delivery dates are provided as an estimate.

All shipments will include the contracted item(s), packing list, black Nuage return bag(s) (for Orders of three (3) or more items), and pre-paid shipping label(s) for returns. Upon receiving an Order, please verify that the items received match the packing list and the Job Order. If you are missing a contracted item, please contact your account executive immediately. If you receive an item that is damaged and/or stained, please take a photo of the item clearly indicating the damage. Contact your account executive immediately to request a replacement item and to document the condition in which you received the item to release your liability for damage fees. While Nuage will do its best to correct any missing or damaged items, Nuage can’t guarantee its ability to do so and will issue a refund for the applicable items if need be. Refunds will not be issued for missing or damaged items if reported after the event has taken place.

If an Order does not arrive on time due to inaccurate information you provided (incomplete or incorrect shipping address, or failure to verify the correct shipping/receiving dates, etc.), you are responsible for the full shipping cost of a replacement Order where product is available. Nuage is not responsible for delayed deliveries, delivery exceptions, or other carrier-related failures to deliver. However, if you do not receive your Order in time due to a carrier-related failure to deliver, then Nuage will issue a refund for your Order.

Local Deliveries Only - Prior to finalizing an Order being delivered locally, please carefully review the delivery address, delivery date and time, event date, pickup date and time, and all order contents detailed in the Job Order for absolute correctness. Standard rates will apply for local area deliveries. Additional fees for mileage, lodging, per diems, and other costs may apply for long distance deliveries which shall be included in the total cost. In order to efficiently staff and schedule deliveries, Nuage requires the submission of location as well as set-up and breakdown times by 12pm Eastern on the Final Date for Changes.

Delivery and pick-up times will be detailed in the Job Order and shall be observed to avoid additional charges. Any changes to delivery time or pickup time must be submitted in writing (via email) by 12pm Eastern on the Final Date for Changes and are subject to availability and to an additional fee. Please note all orders have a 3-hour window for the contracted delivery time. Deliveries that require a specific arrival time shorter than a 3-hour window can be requested with your account executive for an additional Appointment Fee. Should you not provide your desired time windows for delivery and pick-up by 12pm Eastern on the Final Date for Changes, Nuage will assign the available time windows and you may be responsible for making arrangements to receive, set up and/or breakdown your own event should Nuage be unable to accommodate installation/breakdown services in accordance with your preferences.

Upon delivery, please inspect your order to verify that the items received match the packing list and the Job Order. In the event you are missing a contracted item, or if you receive an item that is damaged and/or stained, please take a photo of the item clearly indicating the damage and contact your account executive immediately. Refunds will not be issued once the event has taken place. Please note that Nuage’s installation crew is not authorized to modify delivery and/or pick-up times.

Set Up and Breakdown [Local Deliveries Only] - When the Job Order includes the cost of set up and breakdown, if Nuage’s crew is unable to begin set up within 30 minutes after arrival during the specified delivery time window, you will be responsible for set up unless Nuage’s crew (in its sole discretion) is available to accommodate the delay, in which case you will be responsible for additional labor costs, based on then-current rates. If Nuage’s crew is unable to begin breakdown within 30 minutes after the specified event breakdown time, you will be responsible for breakdown unless Nuage’s crew (in its sole discretion) is available to accommodate the delay, in which case you will be responsible for additional labor costs, based on then-current rates.

Nuage’s delivery fee includes one set up. Additional set ups will be charged to the credit card provided at the then-current rate for additional set ups. Please note that it is Nuage’s policy that Nuage’s crew will not handle or move any items that do not belong to Nuage when on-site at an event. If, due to extenuating circumstances, Nuage’s crew agrees to deviate from this policy, Nuage shall have no liability in connection with same, and Nuage reserves the right to charge you for additional labor costs, based on then-current rates.

Furniture Rentals [Local Deliveries Only] - All Orders that include furniture rentals will be subject to the Set Up and Breakdown provision above. Once the furniture is delivered, you assume any and all risk if you or anyone at your event (other than Nuage’s crew, if applicable) elects to move the furniture. If Nuage’s crew is unable to timely begin set up or breakdown, as set forth above, you assume any and all risk associated with you or anyone at your event setting up and/or breaking down the furniture.

End of Event Pickups [Local Deliveries Only] - In the event that Nuage has been hired for breakdown and/or pickup of furniture, linens, soft textile products (e.g., pillows), and/or tabletop rental items at the end of an event, it is your responsibility to ensure that all contracted rental items are in proper condition and readily accessible to the Nuage crew at the designated breakdown and/or pickup time and location. This includes the following:

All chargers and tabletop items should be rinsed, wiped clean of food debris, and emptied of all liquids before placing them back into the original boxes or crates for pickup.
All linens and soft textile products must be shaken to remove all food, floral debris, wax, etc. prior to pickup.

Pick-up service does not absolve you of liability for items deemed missing from an Order. An official notice of missing items will be furnished on the first business day following the scheduled pick-up so that you may attempt to locate and return any items prior to issuance of a missing items invoice. Please see the ‘Missing Items’ provision below for more details.

Self-Service Pickups and Returns [Local Orders Only] - If you are picking up and returning your rental items directly from and to the Nuage warehouse, your Job Order will specify the required pickup and return windows. Upon pick up, please inspect your order to verify that the items received match the packing list and the Job Order. In the event you are missing a contracted item, notify the warehouse contact immediately. Once on-site at your event, if you notice an item is damaged and/or stained, please take a photo of the item clearly indicating the damage and contact your account executive immediately. Refunds will not be issued once the event has taken place. You are responsible for the safe transport of all rental items that you pick up from the warehouse, which may only be transported in a covered vehicle (car, van, box truck or similar) - no open truck beds or trailers are permitted.

Returns [Shipped Orders Only] - Place all tablecloths, napkins, and/or pillows in the Nuage black return bag(s) provided in your shipment, and all chargers within the original shipping packaging, all in the condition set forth below. Also verify that each bag/box has a pre-paid return label clearly visible on the exterior. Please note that Nuage will schedule a carrier pick-up for you, but it is your responsibility to make sure the carrier completes a successful pick up of your order by the Return Pick Up Date stipulated in the Job Order. Pickups are scheduled to occur on the first business day after the event date unless stated otherwise in the Job Order. If you prefer to handle your own return by personally delivering your items to the designated carrier’s location, please advise your account executive.

It is your responsibility to ensure that all contracted rental items are in proper condition prior to their return. This includes the following:

All chargers should be wiped clean of food debris before placing them back into the original boxes for return.
All linens and soft textile products must be air-dried thoroughly and shaken to remove all food, floral debris, wax, etc. prior to shipping.
Do not send back wet/soiled linens or soft textile products as it will produce mildew. If extra time is needed to dry out damp linens or soft textile products and ensure the well-being of the rental items, please contact your account executive immediately.

Missing Items - Not returning items will result in a replacement fee equal to:

Three times (3x) the rental price for linens and soft textile products,
Four times (4x) the rental price for chargers and non-Premium tabletop items, and
Ten times (10x) the rental price for furniture and Premium tabletop items.

You will be notified of missing items once your initial return has been received, and a missing/replacement invoice will be issued at the time of this notice. Please contact your account executive if you find any missing items that were not returned with your initial shipment. Failure to return items deemed missing from your shipment within 7 days of the scheduled Order Back By Date in the Job Order will result in the automatic charge of the missing/replacement fee to your credit card on file.

Should any missing items be located and returned to us within 2 weeks of initial notification, you are eligible for a 50% refund on your missing items invoice. Full refunds will not be granted for any missing items invoices, even if the inventory is found and returned to us, given the cost of lost rental opportunity and the expense of replacing inventory to fulfill committed orders.

I acknowledge that I have read and agree to the policies outlined in the ‘Missing Items' section of this Rental Agreement. Initials:

Damaged Items - Nuage assesses a non-refundable 9% Damage Protection Fee to all rental orders for the coverage of irreparably damaged products but not missing or lost products. The 9% is charged on the rental subtotal (before tax, delivery fees, and any applicable discount) and is added to the overall invoice.

The Damage Protection Fee covers you for 100% of the replacement cost of all damaged linens and soft textile products and 50% of the replacement cost of damaged furniture and non-Premium tabletop items up to $10,000 in coverage per calendar year, meaning you will be responsible for paying out-of-pocket for the remaining 50% of the replacement cost of any damaged furniture and non-Premium tabletop items.

If you exceed $10,000 in damages in a calendar year, the Damage Protection Fee will still be applied to your Orders, but you will then responsible for paying out-of-pocket for 50% of the replacement cost of any additional damaged linens or soft textile products and 100% of the replacement cost of any additional damaged furniture or non-Premium tabletop items.

The Damage Protection Fee does not cover irreparable damage to Premium tabletop items, and you will be responsible for 100% of the replacement cost of all damaged Premium tabletop items. However, the portion of the Damage Protection Fee paid towards the damaged Premium tabletop items will be deducted from what you owe for the replacement cost.

Nuage reserves the right to refuse Damage Protection Fee coverage to you if any Order is returned with evidence of gross negligence to the rental items. Evidence of gross negligence includes, but is not limited to, Orders returned with organic material (e.g., food or floral debris), foreign objects (e.g., third-party belongings, paper goods, etc.), and excessive wax damage. When denied coverage, you will be immediately notified with photos of the evidence and issued a damage replacement invoice at a rate of:

Three times (3x) the rental price for linens and soft textile products,
Four times (4x) the rental price for chargers and non-Premium tabletop items, and
Ten times (10x) the rental price for furniture and Premium tabletop items.

Missing items are not covered by the Damage Protection Fee. Payment of any damage or replacement invoice does not constitute a purchase agreement, and all products detailed therein will remain the property of Nuage. Due to their specific nature, international orders are not eligible for Damage Protection Coverage and, accordingly, will not be billed for coverage. Nuage reserves the right to determine what constitutes “damage” to an item in its sole discretion.

Authorization to Charge - By completing the Nuage Designs Credit Card Authorization Form, you grant authority to Nuage to process said card for all charges related to an Order, including any rental costs, the Damage Protection Fee, roundtrip shipping costs, delivery costs, taxes, and any damage or replacement fees (outside of the Damage Protection Fee). Damage and replacement fees (outside of the Damage Protection Fee) are processed to the card on file in accordance with the terms and timeline outlined above.

I acknowledge that I have read and agree to the policies outlined in the 'Authorization to Charge' section of this Rental Agreement. Initials:

Chargebacks - You agree not to dispute, cancel, or chargeback any amount charged to a credit card on any basis that is fraudulent, misleading, or untrue. Any unauthorized dispute, cancellation, or chargeback will result in an additional fee of $150 charged to your credit card in order to cover Nuage’s administrative costs in disputing the claim.

Good Behavior - At no time and under no circumstances whatsoever will Nuage tolerate abusive, violent, destructive, menacing, or harassing behavior from you or any person affiliated with you. If Nuage experiences such behavior, Nuage reserves the right to terminate this Rental Agreement and cancel any outstanding Orders.

Event Images - You agree that Nuage may use any images (photo or video) from your events for Nuage’s portfolio, website, and social media with permission from the applicable photographer or videographer.

Check this box if you do not wish to allow Nuage to use images from your events.

Warranties - NUAGE GIVES NO WARRANTY, EXPRESS OR IMPLIED, EXCEPT THAT THE RENTALS ARE FIT FOR THE ORDINARY PURPOSE FOR WHICH SUCH GOODS ARE USED. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. EXCEPT AS OTHERWISE SET FORTH HEREIN, ALL RENTALS ARE AS IS AND WITH ALL FAULTS.

Intended Use - You agree that the rentals will be used only at your event and solely for the purposes and in the manner for which the rentals are manufactured and intended.

Indemnity - To the fullest extent permitted by law, but except to the extent of the gross negligence or willful misconduct of Nuage or its employees, contractors, or agents, you agree to indemnify, defend, and hold harmless Nuage and its directors, officers, shareholders, employees, contractors, and agents from and against any and all judgments, obligations, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) in connection with any third party claims, demands, actions, or suits arising out of or relating to an Order or this Rental Agreement.

To the fullest extent permitted by law, but except to the extent of the gross negligence or willful misconduct of you or your employees, contractors, or agents, Nuage agrees to indemnify, defend, and hold harmless you and your members, partners, directors, officers, shareholders, employees, contractors, and agents from and against any and all judgments, obligations, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) in connection with any third party claims, demands, actions, or suits arising out of or relating to Nuage’s (or Nuage’s employees’, contractors’, or agents’) negligence or misconduct in connection with an Order or this Rental Agreement.

Limit of Liability - To the fullest extent permitted by law, and except to the extent of the gross negligence or willful misconduct of Nuage or its employees or contractors, Nuage’s maximum liability under this Rental Agreement for each Order shall be limited to the amount paid by you for that Order. Except as set forth in the preceding sentence, it is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.

Insurance - Upon request, Nuage will provide you with evidence of Nuage’s insurance coverage in the following amounts:

Commercial general liability insurance in the amount of $2M per occurrence and $4M in the aggregate;
Automobile liability insurance for hired and non-owned vehicles in the amount of $1M combined single limit;
Excess liability insurance in the amount of $2M per occurrence and $2M in the aggregate; and
Workers compensation consistent with statutory requirements.

No Consequential Damages - Notwithstanding any other provision herein, except for your indemnification obligations, it is expressly understood and agreed that neither you nor Nuage shall have any liability for consequential, special, indirect, incidental, punitive, or treble damages with respect to any of the agreements or covenants of this Rental Agreement.

Force Majeure - Each of the following is a “Force Majeure Event”: (a) acts of God; (b) casualty or natural disasters (including, without limitation, fire, earthquake, explosions, hurricane, flooding, storms, blizzards, infestations, epidemic, or pandemic); (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots, insurrection, or other civil unrest; (d) government order, law, or act (or failure to act); (e) actions, embargoes, or blockades in effect on or after the date of this Rental Agreement; (f) national or regional emergency; (g) strikes, lockouts, labor disputes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; or (i) any other reason not within the reasonable control of the party delayed in performing (whether similar or dissimilar to the foregoing events).

If either party shall be prevented from performing under this Rental Agreement by reason of a Force Majeure Event, then such non-performing party shall not be in default under or in breach of this Rental Agreement as a result. The provisions of this Section shall not operate to excuse you from timely payment to Nuage or the fees associated with the cancellation of an Order and shall not apply to any damaged or missing rentals.

Third-Party Payor - In the event an individual or entity other than you pays for all or any part of an Order, such payment by a third party shall not relieve you of any liability (including payment obligations) hereunder. For example, if a third-party payor fails to make timely payments for an Order, you will still be responsible for all payments for that Order.

I acknowledge that I have read and agree to the policies outlined in the 'Third Party Payor' section of this Rental Agreement. Initials:

Entire Agreement; Amendment - This Rental Agreement (together with any Job Order entered into during the calendar year) contains the entire agreement of the parties, and this Rental Agreement (together with any Job Order entered into during the calendar year) supersedes any prior written or oral agreements between the parties. This Rental Agreement may be modified or amended only in a writing signed by all parties. If there is any conflict between the terms of this Rental Agreement and the terms of a Job Order, the terms of the Job Order will prevail.

Severability - If any provision of this Rental Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

Waiver - The failure of either party to require strict compliance with the performance of any obligations or conditions of this Rental Agreement shall not be deemed a waiver of that party’s right to require strict compliance in the future, or construed as consent to any breach of the terms of this Rental Agreement.

Dispute Resolution - Except in the event of any non-payment by you (which may be recovered by Nuage via collections, small claims court action, or any other legal remedy available to Nuage), you and Nuage agree to first attempt to settle in good faith any disputes arising out of this Rental Agreement through private mediation either in-person in Miami-Dade County, Florida or virtually via remote technology with a mutually agreed-upon mediator before initiating any litigation or other dispute resolution procedure. The parties agree that the mediator may not disregard the terms of this Rental Agreement for purposes of the mediation. Any costs and fees other than attorney fees associated with the mediation will be shared equally between the parties. If the dispute is not resolved at mediation, the parties agree that the matter may be resolved in a court of law.

Applicable Law - This Rental Agreement, and all matters arising out of or related to (directly or indirectly) this Rental Agreement (including tort claims), is governed by the laws of the State of Florida, without giving effect to its principles of conflicts of law, and any litigation arising therefrom must be handled exclusively in the federal or state courts located in County of Miami Dade.

Assignment - Neither party shall assign, directly or indirectly, all or part of its rights or obligations under this Rental Agreement without the prior written consent of the other party. Any assignment without such consent is ineffective, null, and void. Notwithstanding the foregoing, Nuage may assign this Rental Agreement without your consent to an affiliate of Nuage or in connection with the sale of all or substantially all of the assets of Nuage.

Signatures - Use of electronic signatures shall have the same force and effect as an original signature.

Attorney’s Fees - If any litigation is brought by either party against the other either to enforce the rights of any party hereto or to clarify rights and obligations hereunder, the prevailing party shall be entitled to recover from the other party thereto the reasonable costs and expenses, including reasonable attorneys’ fees and costs, of such proceeding. In addition, if your credit card on file cannot be processed and you fail to make any payments on time after being notified of same, you agree to pay for Nuage’s reasonable collections and legal costs incurred while attempting to collect against you.

Construction - Neither party shall be considered to be the drafter of this Rental Agreement or any of its provisions for the purpose of any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter of this Rental Agreement.

The terms of this Rental Agreement apply to all orders placed by you from now until a new Rental Agreement is signed. Please be aware that it is Nuage’s intention to provide you with a new Rental Agreement each calendar year.

I certify that I understand and accept the policies on this agreement, applicable to all outstanding and future contracts without exception, effective today and for the duration of the business relationship between Nuage Designs and the company specified below.