1.1 In these Terms unless the context otherwise requires:
"DTP" means Double Take Projections.
"Client" means the party identified as such in any documentation or to whom Equipment is hired or Services supplied;
"Equipment" means all equipment and each item and part thereof supplied by DTP under these Terms;
"Hire" means the supply by DTP of Equipment only without other Services;
"Services" means the services or any of them (including supply of any Equipment in connection therewith) which DTP' is to provide pursuant to these Terms;
"Site" means any location (other than premises) where the Services are to be provided;
"Terms" means the contract (which shall be subject to and incorporate these terms) between DTP and Client for the Hire or sale of Equipment or provision of the Services, as applicable.
1.2 Headings contained in these Terms are for convenience only and shall not affect interpretation.
2. Provision of Services or Equipment
2.1 DTP shall provide and the Client shall accept the Services or Equipment subject to these terms, which shall not be varied except in writing signed by DTP and which shall govern the contract between the parties to exclusion of any other terms.
2.2 Any typographical or clerical error or omission in documents issued by DTP may be corrected without liability on part of DTP.
2.3 Client acknowledges that it does not rely on any advice or recommendations made on behalf of DTP concerning the Services or Equipment, their quality, performance, fitness for purpose, functionality or use unless confirmed by DTP in writing.
3. Orders and Specifications
3.1 No order submitted by Client shall be deemed accepted until earlier issue of order, acknowledgement or invoice by DTP or provision of Equipment or Services or any other act of acceptance on part of DTP on terms that Client indemnifies DTP in full against all loss (including loss of profit) costs and expenses incurred as result of cancellation.
3.2 Equipment or Services to be provided by DTP shall be as referred to in DTP's quotation order Acknowledgement, or by any other means, and Client shall be responsible for ensuring the accuracy or adequacy thereof. Equipment and Services are subject to change without notice to comply with safety, statutory, or other, requirements.
4. Risk, Insurance and Property
4.1 Unless otherwise agreed by DTP in writing the Equipment shall at all times be at the risk of the Client, who shall on request produce to DTP insurance and in event of its loss or damage, indemnify DTP against all loss (including loss of earnings and other consequential loss) DTP may incur, any Equipment lost or uneconomic to repair being replaced with new equipment of the same or similar specification.
4.2 Should the contract include the services, in full or in part, of DTP staff, the Equipment shall at all times be at the risk of the Client, as in 4. l: including the safe storage of such equipment in the absence of personnel.
4.3 All Equipment supplied by DTP on Hire or in performance of Services is supplied in accordance with these Terms and subject thereto Client shall acquire no right, title, interest or property in nor exercise any lien over the Equipment.
4.4 Title to Equipment or to other materials originated by DTP (including any copyright or other intellectual property rights of DTP in such materials), which are agreed to be sold to DTP shall not pass to the Client unless and until DTP's price in respect thereof has been paid in full. Until title passes to the Client: (i) the Client shall hold the Equipment or materials as DTP's fiduciary agent and bailee and keep Equipment or materials separate from those of Client and third parties and properly stored, protected and insured and identified as DTP's property: (ii) Client may resell or use Equipment or materials in the ordinary course of its business but shall account to DTP for the proceeds of sale or otherwise of the Equipment or materials, whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from monies or property of Client and third parties and in the case of tangible proceeds, properly stored, protected and insured; (iii) DTP may at any time require the client to deliver up the Equipment or materials forthwith and terminate the Client’s licence to use any intellectual property rights in the materials and, in default of delivery up, may enter upon any premises where the Equipment or materials are stored and repossess them.
5. Price and Payment
5.1 Price of Equipment and Services shall be as stated in DTP: quotation or order acknowledgement, provided that any extra equipment or Services subsequently required shall be chargeable in addition. DTP reserves the right by notice given at any time to increase price to reflect any increase in cost due to any factor beyond control of DTP or delay caused by Client.
5.2 Client shall pay price of Hire or Services (and any VAT) without deduction within 14 days of date of invoice, notwithstanding that Hire or performance of Services has not then been completed. Time for payment of price shall be of the essence and Client shall have no right of set-off, statutory or otherwise.
5.3 If client fails to pay any sum on that due date then, without prejudice or any other right or remedy. DTP may: cancel this contract; suspend provision of Services; remove Equipment from Site; appropriate any payment by Client to such services supplied to Client as DTP thinks fit (notwithstanding appropriation by Client); and/or charge interest (before and after judgement) on amount for the time being unpaid at the rate of 5% per month calculated on a daily basis.
5.4 DTP reserves right at any time to demand payment on account or other security before providing Equipment or Services.
6. Client's Obligations
Client undertakes to DTP in the case of a Hire (and return of Equipment to DTP):
6.1 To take all reasonable care of Equipment to ensure (it is adequately covered by insurance as in 4.1), its physical safety and security while in the possession or control of the Client or on Site;
6.2 To ensure all necessary licences and permissions are obtained relating to any software, acts of broadcasting, projection, recording, transmission or other communication and the use of live or pre-recorded material for such purpose and to indemnify DTP against all loss, damages, costs and expenses incurred by DTP relating to any claim that the use, broadcast, projection, recording, transmission or other communication of any material infringes any copyright, trade mark or without limitation, other intellectual property rights of any third party or is undertaken without a valid and effective licence or permission from any relevant licensing or other regulatory authority in the territory concerned;
6.3 Copyright subsists in all Software including its documentation whether it is DTP or its suppliers' proprietary Software or Software supplied by DTP under licence.
6.4 To notify DTP forthwith of any repair or maintenance required to Equipment and not to permit such repair or maintenance other than by DTP or its agents;
6.5 To ensure Equipment is only used in a proper manner without risk to health and safety and not contrary to any law or for any purpose for which Equipment is not designed or reasonably suitable.
6.6 Not to modify the Equipment remove any notices or serial numbers thereon or unless required for normal operation, open any outer case;
6.7 Not to sell, sub'let or otherwise dispose of or part with Equipment or any interest therein or do or permit to be done any act or thing which may jeopardise DTP's rights therein but to keep Equipment in its possession and control free from lien charge or encumbrance so that Equipment shall at all times remain DTP's property and, upon request. to inform DTP of location of Equipment and permit or procure for DTP or its agents access to inspect or remove Equipment. Q j
6.8 To return Equipment to DTP at the end of Hire period in good working condition and in event of its loss or damage to indemnify DTP in accordance with Clause 4.1 above and where Services are to be provided by DTP:
6.9 To grant DTP free access to and to‘ make available such facilities on Site at such times as
DTP may reasonably require to enable DTP to provide the Services: R“
6.10 To take all reasonable precautions on Site to protect the health and safety of DTP's employees. agents and sub-contractors; f
6.11 Not to permit Equipment to be operated other than by DTP personnel (unless otherwise agreed in writing);
6.12 To observe and to procure that employees and agents of Client observe all rules and regulations for the time being in operation while working in DTP's premises:
6.13 If Client arranges transport, to comply with all laws and regulations governing import of Equipment into country of destination and to pay all duties thereon;
7. DTP's Obligations and Liability
7.1 The following provisions set out DTP's entire liability (including liability for acts or omissions of its employees, agents and sub-contractors) to Client in respect of (i) any breach of contractual obligations under these Terms and (ii) any representations, statement or tortious act or omission including negligence.
7.2 DTP shall use its reasonable endeavours to provide Equipment or Services in all material respects in accordance with these Terms (but subject thereto in such manner as it thinks fit) exercising all reasonable care and skill.
7.3 DTP shall have no liability unless Client gives DTP reasonable details in writing of its claim forthwith but in any event within 30 days of the occurrence of the matter giving rise to the claim and then, subject to the remaining provisions of this Clause 7, DTP's liability shall be limited to the price of the Hire, Services or Equipment sold, as applicable, except that in the case of death or personal injury caused be DTP's
negligence, DTP's, liability shall be up to a maximum sum of £5m.
7.4 DTP shall not be liable to Client (i) for loss of profit, additional costs of working or consequential loss or damage (whether reasonable foreseeable or not) arising in connection with the Equipment or Services; (ii) by reason of delay or failure in performing any of obligations due to any cause beyond DTP's reasonable control including, without limitation, industrial actions or trade disputes.
7.5 All implied warranties, conditions or other terms are excluded to fullest extent permitted by law. Unless otherwise agreed by DTP in writing, all Equipment sold by DTP is sold "as is" and no warranty is given to its performance, functionality, fitness for purpose of that it is of satisfactory quality.
7.6 If Client discloses confidential information to DTP and clearly identifies such information in writing as "confidential” DTP shall use reasonable care to ensure that such information is disclosed only to DTP employees requiring access to such information to render the services or manufacture product requested by Client. Nothing herein shall limit right to use or disclose information that (i) becomes available to the public without fault of DTP; (ii) is lawfully acquired by DTP from a third party; (iii) is in the possession of DTP at the time of disclosure by Client; or (iv) is developed by or on behalf of DTP by persons who have not received Client's confidential information.
7.7 Client is advised to supply DTP with copies of original masters (i.e. Video/Data Tapes, CDs. DVD.) as, if lost or damaged, DTP’s liability is limited to the cost of replacing blank material only.
8.1 If Client makes any voluntary arrangement with its creditors or has a petition for an administration order presented against it; or (being an individual or firm) becomes bankrupt; or (being a company) goes into liquidation; or if an encumbrancer takes possession or a receiver is appointed of any property or assets of Client, or Client ceases or threatens to cease to carry on business; or DTP reasonably apprehends that any of the aforesaid is about to occur or Client is in breach of these Terms, then (without prejudice to any other right or remedy) DTP may without liability to Client by notice cancel or suspend provision of Services, repossess Equipment and, if any Services of Equipment have been provided but are unpaid, the price shall become immediately due and payable notwithstanding any contrary agreement.
8.2 Upon termination and notwithstanding later acceptance of monies by DTP, Client shall no longer be in possession of Equipment with DTP's consent and, without affecting other rights and remedies of DTP. Client shall (i) at its expense forthwith return Equipment to DTP and in default DTP may without notice repossess Equipment and for this purpose freely enter any premises where Equipment is believed located; and (ii) become immediately liable to pay DTP all costs and expenses of DTP in locating, repossessing and restoring the Equipment, collecting any sums due or obtaining proper performance of Client's obligations under these Terms.
9. Force Majeure
DTP will not be responsible for failure to fulfil its obligations under any Purchase Agreement if such failures caused by circumstances beyond reasonable control of DTP or its suppliers or contractors, including but not limited to acts of God, unavailability of materials, equipment failures, strikes or other labour disturbances.
10.1 If Client is more than one person, their obligations shall be joint and several.
10.2 Any notice shall be in writing and sent to the principal place of business of the party concerned or such other address as notified for the purpose.
10.3 If any provision hereof is invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall be unaffected.
10.4 No waiver of any breach of these Terms shall be a waiver of any subsequent breach of the same or any other provision.
10.5 These terms shall be governed by Scottish law. Claims against DTP shall be brought exclusively in the Scottish Courts. Claims against Client may be brought in courts of Scotland or of any territory where Client may at any time be resident, carry on business or have assets.
11.1 Damage non delivery or any delivery discrepancy must be reported, in writing, to DTP within 48 hours of receipt of goods, otherwise no claim can be entertained for loss of transit.
11.2 Title to this merchandise remains with DTP“ until such time as full statement is received.