Terms & Conditions of Business

DEFINITIONS: ‘the Company’ means Massimo UK Limited T/A PhaseOne ‘the Contract’ any contract between

the Company and the Customer for the hire or sale of the Equipment, incorporating these conditions; ‘the

Customer’ means you, the customer, being the person, firm or company named overleaf. ‘The Equipment’

means the items referred to overleaf.

1. ORDERS AND HIRE PERIODS

(i) Subject to any variation under condition 1

(ii) Below the Contract will be on these conditions to the exclusion of all other terms and conditions

(including any terms or conditions which the Customer purports to apply under any purchase order,

confirmation of order, specification or other document).

(ii) These conditions apply to all the Company’s contracts for hire or sale of the Equipment and any variation

to these conditions and any representations about the Equipment shall have no effect unless expressly

agreed in writing and signed by a director of the Company. Nothing in this condition will exclude or limit the

company’s liability for fraudulent misrepresentation

(iii) The Customer will pay to the Company any agreed charges for delivery, collection, installation or

operation of the Equipment.

(iv) Save for telephone orders, all orders must be in writing and must include an order number or reference.

All telephone orders must be confirmed in writing by email as soon as reasonably practicable.

(v) Hire charges are, unless otherwise agreed, based on a period of one week irrespective of whether the

goods are in use during the whole period or not. Hire commences upon delivery to the Customer and ceases

upon return to the Company but in any event if the Customer is an individual or an unincorporated body of

persons the hire period will not exceed 84 days.

(vi) A contract for the sale or hire of the Equipment comes into being when the Customer has placed an order

giving details of its requirements and has agreed to be bound by these conditions and the Company has

accepted the Customer’s order.

2. CANCELLATION OR VARIATION OF ORDER

In the event of a cancellation or reduction in value of the order by the Customer: (a) at any time up to four

weeks prior to the delivery date, the Company will be entitled to recover from the Customer a sum equal to

any loss and expenses incurred by the Company; (b) within four weeks of the delivery date, the Company will

be entitled to recover from the Customer a sum equal to any loss and expenses incurred by the Company, or

50% of the charges as originally agreed/quoted, whichever is greater;

(c) Within two weeks of the delivery date, the Company will be entitled to recover from the Customer the full

charges agreed/quoted.

4. PAYMENT TERMS

(i) Unless otherwise agreed, all Equipment hired from the Company shall be subject to a minimum cash

deposit of £500.00. Any deposit shall be retained until all payments due, in accordance with these terms and

conditions have been received by the Company. (ii) Unless otherwise agreed, all charges are due for payment on presentation. The Company may, at its discretion, grant a credit account to the Customer; accounts are to be paid within 30 days of the invoice date.

All invoices, unless otherwise shown, are strictly net.

(iii) No payment shall be deemed to have been received

until the Company has received cleared funds.

(iv) Any credit outstanding beyond this due date as detailed above will, at the Company’s discretion, be

passed to the Company’s agents for recovery. To cover this additional cost, £20 will be added to the amount

overdue for payment such accounts will also be subject to any other costs incurred in obtaining settlement.

(v) The Customer shall make all payments due under the contract for sale or hire without any deduction

whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid

court order requiring an amount equal to such deduction to be paid by the Company to the Customer.

(vi) An interest charge of 6% per annum over the base rate for the time being of Barclays Bank Plc from time

to time will, at the Company’s discretion, be added to any overdue invoice, calculated on a daily rate basis

from the due date for payment to the date of actual payment, as well before as after any judgment.

(vii) If the agreed hire charges are not paid on the agreed due date then the Company reserves the right to

repossess any hired Equipment.

(viii) In the event that the Company repossesses any hired Equipment in accordance with 4

(vii) Above or sold Equipment in accordance with 5

(iii), it will not be liable for any damages or loss incurred by the Customer as a consequence of such

repossession. The Customer will pay to the Company any charges the Company reasonably incurs in the

recovery from the Customer of money or Equipment.

5. TITLE

(i) Subject to condition 5

(ii), all Equipment hired from the Company remains the property of the Company at all times.

(ii) In the event of loss or irreparable damage to Equipment hired from the Company, and upon receipt by the

Company of the full replacement costs in accordance with 3

(ii), title to such Equipment will pass to the Customer.

(iii) Any dates specified by the Company for delivery of Equipment sold are intended to be an estimate and

time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be

within a reasonable time.

(iv) Subject to the other provisions of these conditions the Company will not be liable for any direct, indirect

or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business,

depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any

delay in the delivery of the Equipment sold (even if caused by the Company’s negligence), nor will any delay

entitle the Customer to terminate or rescind the Contract unless such delay exceeds [180] days. (v) All Equipment sold by the Company remains the property of the Company until full payment for the

Equipment and all outstanding account balances is received and any cheques are cleared by our bankers. In

the event of non-payment by the agreed date the Company reserves the right to repossess or trace the goods

or the proceeds of the sale of the goods in the buyer’s hands or in the hands of any liquidator or receiver.

(vi) The Customer must advise the Company as to the location of hired Equipment and any change thereto.

(vii) No hired Equipment shall be taken outside mainland Great Britain without the written agreement of the

Company. (viii) The Customer shall not hire, sell or otherwise dispose of any hired Equipment to any person,

partnership or any other entity without the specific agreement of the Company.

6. EQUIPMENT

(i) The Customer shall be responsible for ensuring that any relevant regulations, rules or statutory provisions

governing or related to the use of the hired Equipment are complied with during the period of hire, and to

the fullest extent permissible by law the Company excludes all liability for the consequences of any noncompliance with any such regulations, rules or statutory provisions. In particular, [and except where (and to

the extent that) the Company is installing the hired Equipment] the Company’s only responsibility under the

Lifting Operations & Lifting Equipment Regulations 1998 (‘LOLER’) will be to mark the Equipment with its safe

working load or working load limit and to carry out periodic examination/inspections of the Equipment. Such

examinations will not take place whilst the Equipment is on hire to a Customer. Save as above or where the

Company is installing the hired Equipment, the responsibility for compliance with LOLER and related

regulations shall pass to the Customer upon delivery of the Equipment to it by the Company.

(ii) The Customer is responsible for the safekeeping of the Equipment and protection against the elements,

theft, vandalism or improper use, during the hire period.

(iii) The Customer will be charged for the cleaning and repainting of any Equipment hired by the Company,

including Equipment cases where such work is found to be necessary.

(iv) Equipment will be supplied to the Customer in normal working order. The Company’s liability for any

defect or failure of the Equipment is limited to rectification of any such defect or failure. The Company will

not be liable for any loss incurred by the Customer consequent to any defect or failure of the Equipment

hired. It is the responsibility of the Customer to ensure that the Equipment is in full working order on

delivery, and to ensure that the Equipment is fit for the purpose for which it is hired.

(v) Where any part of the Equipment is electrical it should normally be used with plugs and/or sockets as

fitted but if temporarily fitted with other suitable plugs or sockets this must be carried out by a competent

person who must also return it to its original condition. It will be the Customer’s responsibility at all times to

arrange a suitable supply of electricity for use with the Equipment. Under no circumstances should the

electrical Equipment be used without it being correctly earthed unless it has double insulated specification.

The Customer will be responsible for complying with the requirements of the Electricity at Work Regulations

1989 or any amendment to them during the period of its responsibility for the Equipment.

(vi) Equipment hired must not be modified or altered by the Customer in any way without the specific written

agreement of the Company. Any Equipment found, on return to the Company, to be modified or altered, with

any missing or damaged lamps or components and any cable cut, will be charged at full replacement value.

(vii) The Customer will be charged for the cleaning or recoiling and taping of returned hired cables if such

work is found to be necessary.

(viii) The Customer assumes responsibility for the replacement of lamps, tubes, etc., except in the case of

electrical failure under normal working conditions. All faulty lamps, etc., must be returned to the Company

for inspection, otherwise the Customer will be charged for them at full replacement value. (ix) The Company

reserves the right to substitute other designs than the Equipment ordered. (x) None of the information or

data in any catalogue or price list of the Company shall constitute part of a contract of hire or sale, such

information being for the purpose of general information only. (xi) The Customer authorises the Company to

enter any land or premises where the Company believes any Equipment to be at reasonable times and after

reasonable notice in order to make any necessary inspection of it or to test repair service replace or

repossess it.

7. INSTALLATION/OPERATION

(i) Where the Equipment is hired for use in an event, the Customer shall be responsible for ensuring and

hereby warrants that all necessary consents, permissions, licenses and approvals have been obtained for that

event.

(ii) If the Customer so requires, the Company shall install the hire or sale Equipment at a location nominated

by the Customer on the date of delivery.

(iii) In the event that the Company has agreed to operate the hire Equipment on behalf of the Customer, the

Customer shall provide all reasonable assistance as may be required by the Company’s operatives during the

hire period.

(iv) Where the Company has agreed to operate the hire Equipment and if the Customer so requires, the

Company shall liaise with the Environmental Health Department and the Police on behalf of the Customer in

relation to the necessary approvals and consents regarding noise levels and finishing times. (v) The Company

shall supply to the Customer in reasonable time before delivery of the Equipment such information and

assistance as may be necessary to enable the Customer to prepare the location for the installation and, if

applicable, operation of the Equipment. The Customer shall at its own expense prepare the location and

provide proper environmental and operational conditions prior to delivery.

(vi) The Customer shall afford to the authorised personnel of the Company during normal working hours full

and safe access to the location and shall provide adequate free working space and such other facilities as may

be necessary for the installation and operation of the Equipment.

(vii) If in the reasonable opinion of the Company it is necessary to remove or otherwise disconnect any of the

Customer’s existing Equipment at the location in order to carry out the installation and operation of the

Equipment, then the Customer shall permit and obtain all necessary consents for such removal and/or

disconnection and shall give the Company all necessary assistance to enable such work to be carried out.

(viii) The time of delivery, installation and operation of the Equipment shall not be of the essence of this

agreement.

(ix) Once installation of the Equipment has been completed, the Company shall test it to ensure that the

Equipment and every part thereof is in full working order. (x) Once the Equipment and every part thereof has been successfully tested, the Equipment shall be accepted

by the Customer and shall, if required by the Company, sign a certificate acknowledging such acceptance.

8.LIMITATION OF LIABILITY

(i) The following provisions set out the entire financial liability of the Company

(including any liability for the acts or omissions of its employees, agents and sub- contractors) to the

Customer in respect of: (a) any breach of these conditions; and (b) any representation, statement or tortious

act or omission including negligence arising under or in connection with the contract.

(ii) All warranties, conditions and other terms implied by statute or common law (save for the conditions

implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded

from the Contract.

(iii) Nothing in these conditions excludes or limits the liability of the Company for death or personal injury

caused by the Company’s negligence or fraudulent misrepresentation.

(iv) Subject to (ii) and (iii) above

(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty),

misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated

performance of the contract shall be limited to the total price of the Contract; and (b) the Company shall not

be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or

otherwise, in each case whether direct, indirect or consequential, or any claims for consequential

compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

9. TERMINATION

(i) The Company is entitled at any time if the Customer breaks this contract or becomes bankrupt or if being a

company, commences to be wound up or if a receiver or administrative receiver or administrator is

appointed in respect of all or part of the Customer’s assets or undertaking, or if the Customer enters into any

arrangement with its creditors or becomes the subject of a voluntary arrangement, to terminate this contract

with immediate effect and to repossess any or all of the Equipment. Such termination will not affect the

Company’s right to recover from the Customer any money due under this contract or damages for breach of

contract.

10. COMPLAINTS

(i) Any complaints must be notified by the Customer to the Company in writing within 10 days of the date on

the invoice.

11. ASSIGNMENT

(i) The Customer shall not be entitled to assign the contract or any part of it without the prior written consent

of the Company. (ii) The Company may assign the Contract or any part of it to any person, firm or company.12. FORCE MAJEURE

(i) The Company reserves the right to defer the date of delivery or to cancel the contract or reduce the

amount of Equipment (without liability to the Customer) if it is prevented from or delayed in the carrying on

of its business due to circumstances beyond the reasonable control of the Company including, without

limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot,

civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not

relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining

supplies of adequate or suitable materials Provided that, if the event in question continues for a continuous

period in excess of [180] days, the Customer shall be entitled to give notice in writing to the Company to

terminate the contract.

13. GENERAL

(i) Each right or remedy of the Company under the contract is without prejudice to any other right or remedy

of the Company whether under the contract or not.

(ii) If any provision of the contract is found by any court, tribunal or administrative body of competent

jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the

extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed

severable and the remaining provisions of the contract and the remainder of such provision shall continue in

full force and effect. (iii) Failure or delay by the Company in enforcing or partially enforcing any under the

contract.

(iv) Any waiver by the Company of any breach of, or any default under, any provision of the contract by the

Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the

other terms of the contract.

(v) The parties to this contract do not intend that any term of this contract will be enforceable by virtue of

the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

(vi) The formation, existence, construction, performance, validity and all aspects of the contract shall be

governed by English law and the parties submit to the exclusive jurisdiction of the English courts. Provision of

the contract will not be construed as a waiver of any of its rights.

14. PUBLICITY PHOTOGRAPHS

(i) All publicity photographs shall credit Massimo UK Limited as responsible for the production. PhaseOne

shall be offered free access to all photographs routinely offered to the press and free access to all production

photographs owned by the Producer for PhaseOne’ own non-commercial purposes, including web site.

15. DOCUMENTATION

(i) PhaseOne shall be able to take photographs, video and audio documentation or recordings during any

stage of rehearsals, dress rehearsals and/or shows for their own purposes (e.g. promotional material on

PhaseOne’ web site and/or portfolio, or audio/visual rehearsal notes). 16. COPYRIGHT

(i) All rights in and to any design conceived by PhaseOne in the course of the provision of services provided

shall be and shall remain, upon their creation, PhaseOne’ sole and exclusive property. This includes, but is not

limited, to technical drawings, CAD designs, rigging plots, sound predictions, video content, lighting design,

stage design and custom set. PhaseOne as named above is hereby identified as creator of this work in

accordance with Section 77 of the Copyright, Designs and Patents Act, 1988