61 Gray's Inn Road

London WC1X 8TH

+44 (0)20 7831 5357

Terms and conditions of hire

1. In the conditions unless the context otherwise appears the following words and expressions shall have the following meanings:

(i) These Conditions means the conditions of hire herein contained

(ii) The Company means Mac Million Ltd. & Mr Mads Nybo Jorgensen t/a Mac Million

(iii) The Hirer/Customer means the person firm or company who or which has agreed to hire the Equipment and or services from the Company

(iv) The Equipment means the Equipment specified overleaf together with (if any) the accessories and flight cases specified overleaf and any part or parts of the same

(v) The Technicians means the employee(s) agent(s) or subcontractor(s) of the Company (if any)

supplied with the Equipment to operate the same the number of which (if any) shall be specified overleaf

(vi) The Agreement means the agreement between the Company and the Hirer for the hire of the Equipment

(vii) Delivery and collection includes the Company providing editing studios and the return of

the studios

2. Formation of contract

2.1 These terms and conditions shall apply to all contracts entered into by the Company. No addition to or variation of or exclusion of these terms and conditions or any of them shall be binding on the Company unless confirmed expressly and specifically in writing by the Company.

2.2 These terms and conditions shall prevail over and override any inconsistent terms and conditions whether express or implied contained in or referred to in the Customer’s acceptance or in any correspondence between the parties or elsewhere. Any agreement to the contrary is expressly excluded and extinguished.

2.3 No contract shall come into existence between the Company and the Customer unless and until the Customer shall have offered to hire the Facilities, the Equipment and the Personnel by signing and delivering to the Company a Booking Form and the Customer shall have received from the Company a completed Booking Form signed on behalf of the Company.

3. The facilities & Equipment

3.1 The Company agrees to provide to the Customer the Equipment and the non-exclusive services of the Company’s personnel as set out in the Booking Form throughout the Hire Period.

3.2 Throughout the Hire Period the Company shall supply and the Customer shall accept the services of such Personnel on a non-exclusive basis as the Company in its absolute discretion from time to time decides as necessary having regard to the express requirements of the Customer for the proper performance of the contract.

3.3 The Customer shall be entirely responsible for:

(a) compliance by the Customer with all rules and regulations at the studios and all lawful directions of the Company including expressly any decision by the Company to refuse admission to or reject any of the Personnel;

(b)        the actions of the Customer and the Personnel while in the studios;
(c)        the use of the Equipment;
(d)        the direct or indirect results of the actions of the Customer and of the use by the Customer of the Personnel and the Equipment.

3.4 In giving the Personnel any lawful direction the Company shall be deemed to be acting as the agent of the Customer and shall not be liable for any loss or damage to the Customer however arising from compliance by the Personnel with the Company’s direction. The Company endeavours to ensure that the Equipment is sound and in good order and condition at the time of delivery to or collection by the Hirer/Customer but it shall be the responsibility of the Hirer/Customer to ensure that the Equipment is fully suitable in all respects (including type and condition) for the purpose for which it is hired. Upon delivery or collection the Equipment shall be examined and checked by the Hirer/Customer before being taken into use and if found to be defective or deficient will be replaced or defects or deficiencies remedied by the Company without additional charge but in no circumstances shall the Company be liable for any loss or damage of whatever kind however caused arising out of or in connection with the use of or the inability to use the Equipment. The Hirer/Customer shall use or cause to be used the Equipment in a skilful and proper manner and shall at their own expense keep it in good and substantial repair and condition (save for fair wear and tear) and further shall take all precautions necessary to ensure its safety and security. The Hirer/Customer will not open the outer case (if any) of the Equipment or of any item or part thereof nor interfere in any way with the Equipment of the mechanism thereof or any nameplates or signs or serial numbers thereon and will not expose the Equipment to the elements (in particular to salt water and spray) and will keep the Equipment protected in all respects. Unless the same shall be been caused by the wilful default or wilfully misconduct of the Technicians any loss of or damage to the Equipment including loss or damage caused by non familiarisation of misuse of the same is the sole responsibility of the Hirer/Customer who will be charged with the cost of repair or full replacement value of the Equipment as the case may be. The Hirer/Customer must not repair or attempt to repair or request a third party to repair or attempt to repair the Equipment. The Company reserves the right where the Equipment is in its absolute discretion of a high technology specification to require that the Hirer/Customer uses the services of a Technician at the cost of the Hirer/Customer and in such cases only the Technician may use such Equipment.

3.5 The Company shall use its best endeavours to comply with any time schedules but will accept no liability for non-delivery of Equipment or non-arrival of Technicians by a specific time or date or within a specified time from receipt of order. The Company shall not be liable for delays due to unforeseen circumstances or due to causes beyond its control including but not limited to acts of nature, acts of Government labour

disputes and delays in transport.

3.6 Unless otherwise agreed in writing between the Company and the Hirer/Customer it shall be the responsibility of the Hirer/Customer to return the Equipment to the Company on termination of the hire. If the Company agrees to collect the Equipment on termination of the hire the Hirer/Customer shall remain fully responsible for the safety protection repair and condition (subject as aforesaid) of the Equipment until it is in the possession of the Company.

3.7 The Equipment remains at all times the property of the Company and the Hirer/Customer shall have no right title or interest therein save that of a hirer/Customer thereof under these Conditions. The Hirer/Customer shall not sell or offer for sale assign mortgage pledge underlet lend or otherwise deal with the Equipment or any part or parts thereof or deal with the Hirer’s/Customer’s interest under these Conditions which interest is personal to the Hirer/Customer and the Hirer/Customer will keep the Equipment in their own possession for their own use and will not allow any lien or other encumbrance to be created in respect of the same.

3.8 The Customer may inspect the Equipment the Facilities and the studios by prior arrangement with the Company during normal business hours before the commencement of the Hire Period. It shall at all times be the Customer’s responsibility to satisfy itself that the Equipment the Facilities and the Studios are suitable for the Customer’s purpose.

3.9 It is not a condition of the Agreement between the Company and the Customer and there is no express or implied warranty on the part of the Company that the Equipment the Facilities and/or the Studios are fit for the purposes of the Customer and there is no obligation whatever on the part of the Company to assess the needs of the Customer or to advise the Customer in relation to such needs. Any assessment or advice which may be given by the Company is entirely without liability on the part of the Company and does not form part of any agreement between the Company and the Customer.

4. Liability and exclusion

4.1 The Company shall be liable for:

(a) death or personal injury arising as a result of the negligence of the Company or any Personnel employed by the Company (other than personnel following lawful directions of the Customer) in the Company’s performance of its agreement with the Customer except to the extent that the deceased or the injured party contributed to their death or personal injury;

(b) loss or damage caused directly or indirectly to the Customer as a result of the negligence or breach of duty by the Company in performing its agreement with the Customer.

4.2 In respect of any liability of the Company under conditions 10.1 and 10.2 the Customer shall effect insurance in the sums of £[………] which limits the Customer agrees as being fair and reasonable as at the date of its agreement with the Company.

4.3 In the event the Company decides for whatever reason that the amounts insured by the Company are insufficient to meet the maximum possible loss contemplated by the Customer the Customer undertakes to effect such further insurance as may be necessary to protect the Customer.

4.4 The Customer warrants and undertakes that the aggregate amounts of the insurance cover effected by the Company together with any additional insurance cover effected by the Customer shall be sufficient to cover any and all liability of the Company towards the Customer. Any such liability is subject to any exceptions provided under such policy of insurance. The Customer shall notify all insurers within the time limit specified in the policy and shall not do or omit to do anything, which might lead such insurers to disclaim any policy.

4.5 The Customer shall procure that all persons using the Equipment Facilities or Services are suitably qualified and comply with any terms conditions and/or restrictions imposed on such use by insurers.

4.6 The Customer undertakes to indemnify the Company and keep it fully and effectively indemnified from and against any and all costs claims fees expenses awards demands or damages it may suffer or make:

(a) as a result of the death injury damage or loss suffered by any third party or any employee of the Company or those engaged by it or connected or associated with it as a direct or indirect result of any act or omission by the Customer whether negligent or accidental when acting alone or when carrying out the direction request or instructions of the Customer;

(b) as a result of any breach by the Customer of any of the provisions of its agreement with the Company or any failure or delay in connection with the same;

(c) as a result of any loss suffered by the Customer in excess of the amount of the insurance cover provided by the Company including expressly but not limited to loss of profits, loss of goodwill, damage to reputation and all remote and indirect loss or damage whatever;

4.7 The following are conditions precedent to any liability of the Company:

(a) In relation to any liability under Condition 10.1 and 10.2 that the claim is notified to the Company immediately on the happening of the event;

(b) in respect of any liability under Condition 10.2 the Company shall have failed to remedy such breach within a reasonable time after notice under Condition 12 ;

5. Bookings & Charges

5.1 Any order or instruction required to be given to the Company by the Hirer/Customer shall be given by them or their duly authorised agent in writing. If given orally it shall be confirmed in writing to the Company within three days. The Company shall not be liable for the consequences of any inaccuracies or misunderstandings resulting from any order or instructions by the Hirer/Customer not received by the Company in writing or so confirmed. The Hirer/Customer shall be solely responsible for any statement representation order instruction guidance or advice made or given by the Hirer/Customer to any Technician.

5.2 During the continuance of the Agreement the Hirer/Customer shall pay to the Company by way of rent for the hire of the Equipment and the Technicians the Company’s hire charges shown in the Company’s Rate Card current from time to time or such other hire charges as may have been agreed in writing between the Company and Hirer/Customer. For the avoidance of any doubt the Hirers/Customers shall be liable for payment of hire charges as from the time for which the Equipment is ordered (which shall be the commencement of the hire period) until either (i) the time of its return to the Company or(ii) if the Equipment is lost or stolen or is otherwise irrecoverable or is damaged then in any such case the time of its replacement or repair and the Company undertakes to replace or repair the same as soon as reasonably possible. A 24-hour period or part constitutes one day’s hire or when the studios are returned to the company.

5.3 In addition to the charges referred to herein the Company at its sole discretion may require that the Hirer/Customer shall pay to the Company charges in respect of insuring the Equipment upon the terms and conditions and subject to the exclusions of liability contained in the insurance policy for the time being in force which the Company has negotiated for such purposes. A copy of such policy shall be made available to the Hirer/Customer upon request PROVIDED THAT where the Hirer/Customer has confirmed that it has arranged insurance cover which is already in existence against all risks for the full replacement value of the Equipment and given full details thereof to the Company then the Company may waive this requirement.

5.4 Without the previous consent of the Company Equipment must not be used on any abnormal or hazardous assignment taken out of the United Kingdom or taken from the ground other than on a regular scheduled flight by any airline recognised by IATA unless otherwise agreed by the company prior to the commencement of the hire. The Hirer/Customer shall be solely responsible for obtaining all customs Clearances Licences and permits as shall be necessary to take the Equipment out of the United Kingdom. If any Equipment taken out of the United Kingdom is lost or is damaged or breaks down and the Company agrees to replace the same the Company’s liability shall only extend to delivery of any replacement at an address in the United Kingdom.

5.5 In addition to the hire charges for the Equipment the Hirer/Customer shall pay all delivery charges

6. Overstay

If the Customer fails to vacate the Studios at the end of the Hire Period the Company shall be entitled to charge or recover from the Customer as a contract debt due and payable immediately on demand:

6.1 The rate specified in the Rate Card for each hour or started hour during which the Customer remains;

6.2 Any and all sums representing liability of the Company to third parties whose period of hire of the Equipment the Facilities or the studios has been affected by the late occupation of the Customer; and

6.3 Any and all losses directly and indirectly occasioned to the Company as a result of such late occupation.

7. Payment

7.1 It is a condition precedent to any liability of the Company to the Customer that the fees and payments specified in the Booking Form shall be paid in full on the date specified in the Booking Form. Where Facilities Services Equipment or goods are provided at the Rate Card rate of the Company all such services shall be paid by the Customer within 14 days from receipt of the Company’s Value Added Tax invoice or the end of the Hire Period.

7.2 If the Customer shall have failed to pay any sums due to the Company the Customer shall be deemed to have repudiated its agreement with the Company which repudiation the Company shall be entitled in its absolute discretion to accept or reject.

7.3 In the event of the Customer failing to make payment of any sum due to the Company the Customer shall be liable to pay interest on such sum from the due date of payment to the actual date of payment at an interest rate which will be 4% above the base rate of Lloyds TSB Bank plc prevailing from time to time during such period.

7.4 The Hirer/Customer shall pay Value Added Tax at the rate current from time to time on and in addition to all charges due to be paid by the Hirer/Customer to the Company under the terms and conditions of the Agreement.

7.5 Without prejudice to any other right or remedy available to the Company in the event of the cancellation of an order by the Hirer/Customer the Company reserves the right to make a cancellation charge as follows

Notice Given of Cancellation % of Total Hire Charges

i. 8 days or more 25%

ii. 7-2 days 50%

iii. Less than 48 hours excl. Weekend and Bank Holidays 75%

7.6 The amount of the deposit (if any) specified shall be returned to the Hirer/Customer without interest when the Equipment has been returned to the Company and all charges and other monies due to the Company under the terms of the Agreement have been paid.

7.7 The Agreement may be determined by the Company forthwith by written notice given by the Company to the Hirer/Customer to that effect on the happening of any of the following events namely if the Hirers/Customers fails to pay any charges hereunder within seven days of the same having become due (whether demanded or not) or fails to observe or perform any other of these Conditions or if the Hirer/Customer commits any act of bankruptcy or being a company goes into liquidation or has a Receiver appointed in respect of the whole or any part of its undertaking or assets or is subject to a Receiving Order or makes any arrangement with or assignment for the benefit of the Hirer’s/Customer’s creditors or if distress is levied or threatened on any of the Hirer’s/Customer’s property or if the Hirer/Customer abandons the Equipment.

8. Health and safety

8.1 The Customer shall observe perform and comply with all applicable statutes rules regulations and orders relating to its activities on the Customer’s premises including without limitation the Health and Safety at Work Act 1974 and all associated regulations and approved codes of practice and the Customer undertakes to ensure so far as reasonably possible the health safety and welfare at work of all employees of the Customer and persons providing services for the benefit of the Customer.

8.2 The Customer confirms that the Company and any inspector appointed by the Health and Safety Executive, any fire officer or officer of any other regulatory body having authority over the studios shall have the right to inspect without prior notice at any reasonable time the Equipment the Facilities and the studios for the purpose of complying with such inspector or officers duties or for the purpose of ensuring compliance by the Customer of its obligations.

8.3 The Customer shall not undertake that it shall not bring into the studios any materials, which are of a dangerous nature or an explosive nature, or any materials whose possession storage or use might contravene any statute local regulations or bye-laws or constitute a nuisance to third parties.

9. Copyright

The Customer warrants to the Company that it has obtained all consents licences and clearances required from performers copyright owners, owners of moral rights and all other persons of any description having any proprietary or other right or interest of whatever nature arising as a result of the Equipment the Facilities or the Studios being made available to the Customer and of subsequent exploitation of materials made or recorded in the studios and undertakes to indemnify the Company from and against all and any liability to third parties for royalties, performance incomes, statutory and/or mechanical fees, defamation, breach of privacy, infringement of copyright, moral rights, trade marks, publicity rights, privacy right, personality right or any right whatever involved or arising directly or indirectly as a result of the Customer’s activities.

10. Title to goods

The Company shall be entitled to a lien in relation to all equipment materials and property of whatever description including without limitation any film audio tape audio-visual tape computer disks brought by the Customer into the studios or in the possession or custody of the Customer or handled by the Company until payment in full by the Customer of all sums owed to the Company. Risk in all such property materials and goods shall at all times remain with and be the responsibility of the Customer.

10.1 As between the Company and the Customer the Company shall be deemed to be the person who made the arrangements for the production of all audio and audio-visual recordings made by the Customer in the studios and accordingly the ‘author’ of such recordings for the purposes of the Copyright Designs and Patents Act 1988 as from time to time amended and the Customer assigns to the Company the entire copyright in all such recordings.

10.2 On condition that the Customer shall not be in breach of any of the provisions of its agreement with the Company and in particular subject to the payment by the Customer to the Company of all sums due pursuant to any agreement between the Customer and the Company the Company assigns to the Customer the copyright and all other rights in and to the recordings referred to in Condition 5.1 above.

10.3 Time shall be of the essence in relation to all payments required to be made by the Customer and if the Customer fails to effect payment to the Company whether in whole or in part of any sums due pursuant to its agreement with the Company the Company shall be entitled to sell hire or charge any property over which it has a lien and exercise any rights vested in it or assigned to it and retain the proceeds arising from such sale or exercise for the Company’s own use and benefit absolutely. The Customer expressly agrees and confirms that the Company shall not be deemed to be a trustee in respect of sums received by it in excess of the amount due to the Company nor shall such excess be taken to limit or reduce any damages otherwise payable to the Company as a result of any breach by the Customer of its agreement with the Company.

10.4 Where any materials or goods are supplied by the Company to the Customer the Customer shall be deemed irrevocably to have accepted such materials unless the Customer shall have objected in writing to the Company within 24 hours from receipt of the same. In the event any materials delivered to the Customer are of unsatisfactory quality the Company’s sole liability shall be in relation to the replacement of such materials and the Company shall incur no liability whatever in relation to any audio or audio-visual recordings of the Customer which may be lost or damaged as a result of the loss of supply of any such materials.

11. Confidentiality

Each part agrees to treat as secret and confidential the business and trade secrets of the other party and in the Customer’s case such obligations shall extend to matters relating to the business practices and cost proposals of the Company. Neither party shall disclose copy or use for any purpose any confidential information of the other party. These obligations shall not apply to any information that is in the public domain other than due to a breach by any person of any obligations of confidentiality or in relation to information that was already known by the other party prior to disclosure or which is required to be disclosed by law.

12. Supply of personnel

Where in particular equipment is supplied or offered for hirer or personnel are supplied to the Customer/Hirer the following condition shall apply:

12.1 The Customer/Hirer acknowledges that in the course of using the Company’s services or as a result of negotiations or alike, will be disclosed to them as a result of these activities the name and addresses of one or more freelance editors staff employed by the Company and other technical contacts in the Company business the Customer/hirer accordingly irrevocably guarantee that they, nor their employees, agents, consultants, affiliates or associates of any other person connected to them whether directly or indirectly will deal with any such persons introduced to them and/or by virtue of being approached by other competitors as a result of the Company’s activities herein. The Customer/hirer undertakes and guarantee that they will maintain and continue to perform their part of this agreement and will not reveal, cause or permit to be revealed, the identity of such people or associates to any third parties without the written consent of the Company, but will refer all inquiries of similar financing directly to the Company.

13. Termination

The termination of the Agreement and the hire thereby created for any reason whatsoever shall not affect any other right or remedy of the Company against the Hirer/Customer and without prejudice to the generality thereof shall not affect the right of the Company to recover from the Hirer/Customer any hire charges and other monies due to the Company at the date of such determination and shall no affect the Company’s right to recover damages from the Hirer/Customer in respect of any breach of these Conditions.

MISCELLANEOUS

14. Any time or other indulgence granted by the Company to the Hirer/Customer shall not affect the rights of the Company under the Agreement.

15. The Company shall not in any circumstances be liable to the Hirer/Customer or any third party for any claims in respect of loss of profits special damage or any consequential loss whatsoever or be under any liability for or in respect of loss or damage to persons or property howsoever caused whether arising directly or indirectly from the hire or use of Equipment by the Hirer/Customer.

16. The Company reserves the right to subcontract all or any part of the Hirer’s/Customer’s order and to assign or otherwise deal in anyway whatsoever with the Company’s interest in the Equipment and in the Agreement.

17. The Hirer/Customer is advised not to use any original materials on in or in connection with the use of the Equipment and the company cannot accept any responsibility in connection with any loss or damage to or in respect of the same.

18. NOTICES

Notices hereunder shall be in writing and be sent by first class post to the address of the party to be served at the address specified in the first page hereof and shall be deemed to have arrived within seven (7) days after the date of posting.

19. JURISDICTION

This Agreement and these conditions shall be construed in accordance with English Law and the parties herein submit to the jurisdiction of the English Courts.