1. Definitions

· 'Facilities' and 'Services' mean respectively the facilities and services specified in the Agreement made between Dales Broadcast Ltd (hereafter referred to as 'Dales') and the Hirer to which these terms and conditions apply ('the Agreement').

·'Charges' means the charges made by Dales and payable by Hirer in respect of the hire of Facilities and/or Services as specified in the Agreement.

· 'Standard Hourly Rate' is the charge applied to the hire of services between 7.00am and 12.00 midnight on any day excluding public holidays.

· 'Overtime Hourly Rate' is the charge applied to the actual hire of services; i) between 12.00 midnight and 7.00am on any day, and ii) at all times on public holidays, (in both cases irrespective of when scheduled); and iii) outside the hours booked, irrespective of the time of day.

· 'Hire Period' is the period commencing at 00.01am and terminating at midnight respectively on the dates specified in the Agreement.

2. Delivery

·The Hirer undertakes to collect the facilities from the location designated by Dales at a mutually convenient time after the start of the Hire Period and to return them to a location designated by Dales at a mutually convenient time not later than the end of the Hire Period, in both cases at its own cost and expense or alternatively to pay Dales' delivery/collection costs.

·Dales will require an acknowledgement in writing of receipt at the time of collection and of safe return at the time of delivery back.

3. Charges & Payment

·The minimum charge for services in respect of each individual hired is six hours at the standard hourly rate.

·Hirer undertakes to pay a non-refundable deposit specified in the Agreement which deposit shall be paid to Dales before the start of the Hire Period.

·Charges shall be invoiced by Dales to Hirer and all invoices shall be due for immediate payment unless a credit account has been agreed, in which case they shall be paid within thirty (30) days of invoice date.

·Charges are exclusive of V.A.T. and similar taxes.

·Dales shall be entitled to charge interest on late payments at the rate of 3% above the National Westminster Bank Plc base rate.

·Charges do not include travel, meals and accommodation costs incurred by Dales personnel engaged in providing Services which costs shall be reimbursed by Hirer as directed by Dales.

4. Cancellation

·Hirer may cancel the Agreement subject to these terms and conditions and subject to paying the appropriate cancellation charge as follows: Cancellation received in writing by Dales more than 7 days before start of Hire Period cancellation charge equals 50% of the Total Facilities Charge specified in The Agreement, otherwise cancellation charge equals 100% or the said Total Facilities Charge.

5. Insurance

·Dales shall have in effect and maintain equipment public liability and employers liability insurance covering respect of the Facilities and Services hired under the Agreement and the costs of such insurance shall be added to the Charges unless the Hirer agrees to provide his own insurance cover.

·Hirers liability under these terms and conditions for loss, injury or damage shall not be effected by the above point and in any event Hirer shall be responsible for any excess payable under the relevant policies of insurance.

·If providing their own all risks insurance, the Hirer shall sign an insurance indemnity agreement and ensure adequate levels of cover to fully indemnify Dales against any loss, consequential loss or damage to Facilities supplied under the Agreement.

6. Consumables

·Consumables and ancillary equipment for use with the Facilities hired under the Agreement are not included within the Facilities but must be of a type and standard approved by Dales before they are used in conjunction with the Facilities.

7. Title

·The Facilities are and shall remain at all time the sole and exclusive property of Dales.

·Hirer shall not sell loan assign transfer part with possession of or create a charge or lien over the Facilities or any of them nor do or permit or cause to be done any act or thing whereby Dales' rights in the Facilities are prejudicially affected.

· Dales may require Hirer to affix markings to the Facilities indicating Dales as the owner in which case Hirer shall comply.

·Dales reserves the right to come onto Hirer's or a third party's premises to inspect the Facilities and where it considers it prudent in order to protect its interests to recover possession of the Facilities.

8. Permitted User

·Hirer shall only use the Facilities and Services at the locations and for the purposes notified in writing to and approved by Dales before the start of the Hire Period; no other use is authorised.

·Hirer shall ensure that all personnel other than Dales' personnel who use the Facilities are properly trained and experienced and do so in a proper and professional manner.

·Hirer shall particularly ensure that it does not use the Facilities nor the Services in a hazardous or dangerous manner for any immoral or illegal purpose. The Hirer should notify Dales of any potentially hazard usage, including aerial photography and obtain written agreement from the Company.

9. Warranty by Dales

·Dales warrants its Facilities against defects in materials, workmanship and design. If Dales receives notice of such defects during the Hire Period it shall at its option, either repair or replace any Facilities that prove to be defective, or if it is unable to do so Hirer will be entitled to a refund or credit of part of the Charges, having regard to the proportion which the defective part of the Facilities bears to the total Facilities and the extent of use enjoyed by the Hirer prior to discovery of the defect.

·The warranty above shall not apply to defects resulting from; i) Improper use or insufficient care by Hirers. ii) Consumables used by Hirer (other than those supplied by Dales). iii) Unauthorised modification or repair. iv) Operation in non-approved environmental conditions.

·Dales' liability under this clause shall be in lieu of any warranty or condition implied by law as to the quality or fitness for purpose of the Facilities.

10. Dales’ Liabilities

· The remedies provided shall be Hirer's sole and exclusive remedies and Dales shall not otherwise be liable to Hirer for any direct or indirect damages however based.

·The foregoing limitation of liability shall not apply to personal injury, death or damage to Hirer's property for which Dales is liable by reason of its negligence provided Dales' liability for damage to Hirer's property shall not exceed £100,000 or the Charges specified in the Agreement whichever is the greater for each event or series of events arising from the same cause.

11. Hirer’s Liabilities

·Hirer shall undertake no repair or renewal of the Facilities without Dale's prior written authorisation.

·Hirer shall indemnify Dales against all loss or damage to the Facilities during the Hire Period (whether discovered during or after the end of the Hire Period) arising from whatever cause excepting the fault or negligence of Dales and fair wear and tear.

·Hirer shall be liable to Dales and to those claiming through Dales for any loss, damage, injury or death suffered by any person caused by Hirer's guilt or negligence or that of its employees servants or agents and shall indemnify Dales against all claims proceeding or actions in respect thereof.

·Hirer shall also indemnify Dales against all costs, charges, claims, demands and proceedings of whatever nature made or commenced against Dales by any third party including (but not by way of limitation) for breach of copyrights royalties performance fees or any other proprietary right or claim of for declamation in respect of or in connection with the Facilities and Services.

·Hirer shall assume the entire risk for loss or damage caused to any property which Hirer brings onto Dales' premises or which it uses in conjunction with the Facilities and Services except where caused by Dales' fault or negligence and Hirer shall indemnify Dales against all actions, costs, charges, claims, demands or proceedings in connection therewith.

12. Confidentiality

·Dales and Hirer agree not to disclose either during or after the Hire Period any confidential information concerning the other or its business acquired as a result of entering the Agreement.

13. Non-Solicitation

·Hirer undertakes not to solicit the employment of any of Dales' employees for a period of 12 months after the end of the Hire Period and to pay Dales a sum equivalent to 12 months salary of the employees concerned in the event that it acts in breach of this clause.

14. Screen Credits

·Where Hirer uses the Facilities and/or Services to produce material where a screen credit is incorporated it shall notify Dales and Dales shall have the option to require a credit to be incorporated into the said material in a form which it will provide to Hirer.

15. Termination

· Either Dales or Hirer may terminate the Agreement immediately upon notice of the other if that other either; i) commits a breach of this Agreement and where such breach is capable of remedy fails to remedy it within 7 days of being required to do so, or ii) ceases to carry on business, is unable to pay its debts, is subject to an administration order receivership winding-up of bankruptcy.

·Any termination under this clause shall be without prejudice to any rights and liabilities of Dales and Hirer up to the date of termination.

·Where Dales terminates the Agreement hereunder it shall be entitled to; i) the return into its possession of the Facilities (and shall have the right to enter upon premises where they are located in order to recover the same) plus compensation for any depreciation in value; and ii) immediate payment of all Charges then due together with interest thereof and iii) all Charges which would have fallen due had the Agreement continued for the full hire period; In addition to any other rights and remedies available by law.

·Where Hirer terminates the Agreement hereunder it shall be entitled, upon paying for Facilities and Services used and returning into the possession of Dales all Facilities provided under the Agreement, to a refund or credit of Charges in respect of unused Facilities and Services subject to cancellation charges.

16. Force Majeure

·Neither Dales nor Hirer shall be responsible for failure or delay due to causes beyond their control.

17. Notices

·All notices required under this Agreement shall be in writing and shall be considered given upon delivery or telex or facsimile or within five (5) days of mailing postage prepaid or by recorded delivery and appropriately addressed to the other party.

18. Non-Assignment

· Neither party may assign or transfer any of the rights, duties or obligations herein without the prior written consent of the other. Any purported assignment or transfer shall be null and void.

19. Waiver

· Either party's failure to exercise any of its rights hereunder shall not constitute or be deemed to constitute a waiver or forfeiture of such rights.

20. Complete Agreement

· The parties agree that the Agreement is the entire complete and exclusive statement of the agreement between the Parties and supersedes all proposals or prior agreement, oral or written, and all other communications between the parties relating to the subject matter of the Agreement.

21. Severabilty

· If any term or provision of the Agreement not being of a fundamental nature be held illegal or unenforceable the validity or enforceability of the remainder of the Agreement shall not be affected.

22. Amendments

· The Agreement shall only be amended or varied by the written agreement of both parties.

23. Applicable Law

· The Agreement shall be in all respects governed by and constituted in accordance with the laws of England. The Courts of Justice in England shall have jurisdiction in all matters pertaining to or arising out of the Agreement.