Cinecharge Ltd

1. Definitions.

1.1 In these conditions:-

1.1.1 “Contract” means a contract for the hire of Equipment and/or

the provision of Services concluded by the acceptance by Cinecharge of an order pursuant to condition 2

hereof;

1.1.2 “Equipment” means the equipment described in the Contract or any individual item thereof;

1.1.3 “Cinecharge” means Cinecharge Ltd.;

1.1.4 “Hirer” means the person, persons, firm or company placing an order with Cinecharge.

1.1.5 “Hire Charge” means the charge payable by the Hirer to Cinecharge for the hire of the Equipment

and/or for provision of the Services such as delivery, collection and provision of crew personnel;

1.1.6 “Services” means any additional services provided by Cinecharge to the Hirer, such as delivery or

collection of Equipment and provision of crew personnel;

1.1.7 “Hire Period” means the period starting on the date that the Equipment is delivered to, or made

available for collection by the Hirer and ending when the Equipment is returned to, or collected by

Cinecharge. Cinecharge will use its reasonable endeavors to have the Equipment available for delivery or collection

on the date specified in the Contract but shall not incur any liability to the Hirer whatsoever in the

event of any delay.

1.2 The headings in these Conditions are for ease of reference only and shall not effect their

interpretation.

2. Orders.

2.1 Cinecharge shall only accept a written order for hire of Equipment or provision of Services. Unless

otherwise agreed, the acceptance of the Hirer’s order by an authorised employee of Cinecharge shall

constitute the Contract, which shall be subject to these Conditions. Any terms and conditions in the

Hirer’s order or other documentation of whatsoever kind, which are inconsistent with these

Conditions, shall have no effect.

3. Cancellation.

3.1 If the Hirer cancels an order received by Cinecharge whether in writing or not, Cinecharge reserves the right to

make a cancellation charge as follows:-

3.1.1 Within 7 days of the first date of the hire, 10% of the full fee shall become due and payable

subject to Clause 5 herein

3.1.2 Within 48 hours of the first date of the hire, 20% of the full fee shall become due and payable

subject to Clause 5 herein

4. Hire of Equipment.

4.1 Cinecharge hereby hires to the Hirer the Equipment for the Hire Charge for the duration of the Hire

Period.

4.2 Cinecharge reserves the right to supply equipment of a similar design to the Equipment in the event of

any items of the Equipment being unavailable to the Hirer.

4.3 Due to continuing development, Cinecharge reserves the right to change specifications for the

Equipment without notice. 5. Hire Charge.

5.1 The Hirer shall pay to Cinecharge the Hire Charge, including any charges for the provision of Services

within 30 days of the date of delivery of an invoice for such charges by Cinecharge. Time shall be of the

essence in respect of the payment of all sums due under this Contract and the Hirer shall be deemed

to have repudiated this Contract if any Hire Charges or other payments remain unpaid for more than

14 days after becoming due, whether demanded or not.

5.2 All sums due from the Hirer to Cinecharge hereunder shall attract VAT at the current rate.

5.3 Cinecharge reserve the right to charge the Hirer interest at the rate of 3% per month above the mean

base rate for the time being of HSBC Bank plc on all invoices which are not paid in accordance withCondition 4.1 hereof. Such interest shall be calculated from 30 days after the date of the invoice until

actual payment and shall be payable after as well before any judgment obtained in respect thereof.

6. Ownership.

6.1 The Equipment shall at all times remain the property of Cinecharge and the Hirer shall have no rights to

the Equipment other than as hirer and the Hirer shall not do or permit to be done any matter or thing

whereby the rights or Cinecharge in respect of the Equipment are or maybe prejudicially affected. In

particular, the Hirer

shall not sell, assign, mortgage, charge, hire or otherwise dispose of the Equipment or any part

thereof.

7. Loss, Damage and Insurance.

7.1 In the event of any loss or damage to the Equipment the Hirer shall pay for its replacement, or the

cost of restoring it to good working order, or allow Cinecharge or its agent to carry out such work at the

Hirer’s expense.

7.2 The Hirer shall immediately notify Cinecharge of any loss of or damage occurring to the Equipment.

8. Hirer’s Indemnities.

8.1 The Hirer shall be solely responsible for and hold Cinecharge indemnified against all claims, demands,

liabilities, losses, damages, proceedings, costs and expenses which may be brought against or

incurred by Cinecharge as a result of any usage of the Equipment (other than death or personal injury

resulting from the negligence of Cinecharge, its employees oragents).

8.2 The Hirer shall be solely responsible for and hold Cinecharge indemnified against all claims, demands,

liabilities, losses, damages, proceedings, costs and expenses which may be brought against or

incurred by Cinecharge as a result of any breach or default on the part of the Hirer in the discharge or its

obligations under the Contract.

9. Limitations of Liability.

9.1 Cinecharges liability for direct physical damage to tangible property of the Hirer caused by the

negligence of Cinecharge its employees agents or sub contractors, or by breach of contract, shall not exceed

£500,000 subject to the exclusions set out in Condition 8.2.

9.2 Cinecharge shall not be liable for the following loss or damage howsoever caused and even if

foreseeable by or in contemplation of Cinecharge:-

9.2.1 Loss of profits, business, revenue, goodwill or anticipated savings whether sustained by the

Hirer or any other person ; or

9.2.2 Special, indirect or consequential loss other than direct physical damage to tangible property of

the Hirer or any other person; or

9.2.3 Any loss arising from any claim made against Cinecharge by any third party.

10. Termination

10.1 Cinecharge shall have the right to terminate the Contract forthwith by giving notice in writing if the

Hirer:-

10.1.1 Fails to make payment of the Hire Charge or any other sum payable under the Contract within

14 days of its becoming due (whether demanded or not); or

10.1.2 Commits a breach of any of the terms and conditions of the Contract, whether express or

implied, and fails to remedy such breach within a reasonable period of time; or

10.1.3 Being a body corporate:-

10.1.3.1 Enters into liquidation whether compulsorily or voluntarily otherwise than for the purpose of

amalgamation or reconstruction without insolvency; or

10.1.3.2 Compounds or makes any arrangement with its creditors; or

10.1.3.3 Is the subject of an application for an administration order or any proposal under Part 1 of the

Insolvency Act 1986 for a composition in satisfaction of its debts; or

10.1.3.4 Has a receiver or manager appointed over all or any of its undertaking or assets, or is

deemed by virtue of Section 123 of the Insolvency Act 1986 to be unable to pay its debts; or

10.1.3.5 Is struck off the Register of Companies or otherwise dissolved; or

10.1.4 Being an individual, should die, suffer an interim order (within the meaning of the Insolvency

Act 1986) to be made against him, or enter into a voluntary arrangement or be served with a Statutory

Demand or a petition for a bankruptcy order; or

10.1.5 Has any distress, execution or other legal process levied on or against the Equipment or any

part thereof or against any premises where the Equipment may be or against any of the Hirer’s goods

or other property, or if the Hirer permits any judgment against it to remain unsatisfied for 7 days.

11. Consequences of Termination

11.1 Any termination of a Contract (howsoever occasioned) shall not affect any accrued rights orliabilities of either party.

11.2 On termination of a Contract (howsoever occasioned) the Hirer shall no longer be in possession

of the Equipment with the consent of Cinecharge and shall unless otherwise agreed with Cinecharge return the

equipment to Cinecharge in good working order. In the event that the Hirer fails to return the Equipment to

Cinecharge within 5 days of termination of the Contract under Clause 9 hereof, the Hirer unconditionally

authorises Cinecharge, its servants or agents to enter onto the Hirer’s premises to retake possession of the

Equipment.

11.3 Upon any termination under Clause 9 hereof the Hirer shall pay to Cinecharge:-

11.3.1 all arrears of Hire Charges then due and all other sums accrued by the Hirer and unpaid as at

the date of termination, together with any interest thereon, and

11.3.2 the cost of all repairs to the Equipment which may be required as at the date of termination;

and

11.3.3 any other sums which are or may become due to Cinecharge or to which Cinecharge is entitled to recover by

way of damages.

12. Force Majeure

12.1 Although Cinecharge shall use all reasonable endeavors to discharge its obligations under the Contract

in a prompt and efficient manner, it does not accept responsibility for any failure or delay caused by

circumstances beyond its control. 

13. General

13.1 No neglect, delay or indulgence by Cinecharge in enforcing any terms of the Contract shall prejudice

the rights of Cinecharge or be construed as a waiver.

13.2 The Hirer hereby waives all and any future claims and rights of set off against any sums due to

Cinecharge under the Contract or at all regardless of any equity, set off or counterclaim on the part of the

Hirer against Cinecharge.

13.3 Any notice hereunder may be served by transmission of e-mail.

13.4 The Hirer shall not assign or otherwise transfer all or any part of the Contract.

13.5 Any term of the Contract which is or may be void or unenforceable shall to the extent of such

invalidity or unenforceability be deemed severable and shall not affect any other term of the Contract.

13.6 The formation, construction and performance of the Contract shall be governed by English law.

The parties hereby agree to submit to the exclusive jurisdiction of the English Courts.

Cinecharge LTD

Unit 2 ,

Broadwater lane ,

Whistley Green ,

Reading,

RG10 0EA

0800 195 9940

hire@cinecharge.co.uk www.cinecharge.co.uk

VAT 466448458