-45DB Terms and Conditions

1. PRODUCT HIRE

Hire. -45dB shall hire the Products to the Customer for use at the Site subject to the terms and conditions of this Contract. -45dB shall not, other than in the exercise of its rights under this Contract or applicable law, interfere with the Customer’s quiet possession of the Products during the Hire Period.

2. ORDERS

1. Where the Customer has requested a quotation for the hire of Products, -45dB may provide a quotation by telephone or by email. A quotation for the Products given by -45dB shall neither constitute an offer, nor acceptance of an Order.
2. Quote assumption(s). All quotations given by -45dB are calculated on the basis that -45dB shall use the Plant to provide the services under the Contract, including under clause 3. If the Customer wishes to use its own and/or third party plant, equipment or machinery (Third Party Plant), it must notify -45dB immediately after reaching such decision. The Customer shall be fully responsible (and promptly reimburse -45dB) for any and all costs incurred in connection with the Third Party Plant.
3. Order process. Orders shall be given in writing using the Order Confirmation. Submission of the Order Confirmation constitutes an offer by the Customer to hire the Products in accordance with these Conditions. -45dB may accept or decline Orders at its absolute discretion.
4. Acceptance. The Order Confirmation shall only be deemed to be accepted:
   • when -45dB issues a written acceptance of the Order Confirmation, and if applicable, where the Deposit has been received in cleared funds; or
   • if -45dB takes any steps materially consistent with performing the terms of the Order,

   upon which date the Order Confirmation shall become binding on the parties and the Contract shall be formed.

5. Accuracy of information. The Customer is responsible for ensuring that Orders and any applicable Specification are complete and accurate. The Customer shall give -45dB all necessary information that -45dB reasonably requires to fulfil each Order.
6. Cancellation. The Customer may cancel their Order on written notice to -45dB. If the Customer cancels their Order, they may be eligible for a refund or partial refund of the Hire Price, based on the Notice Period the Customer provides, as set out in the table below:

-45dB reserves the right to charge the Customer an administration fee for processing any refund. -45dB will use the same means of payment for the refund as the Customer used to pay for the Products, unless expressly agreed otherwise between the parties.

3. PRODUCTS

1. Materials. Any samples, drawings, descriptive matter, or advertising produced by -45dB and any descriptions or illustrations contained in -45dB’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.
2. Made for the Customer. To the extent that the Products are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify -45dB against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and other reasonable professional costs and expenses) suffered or incurred by -45dB in connection with any claim made against -45dB for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with -45dB’s use of the Specification.
3. Changes to the Specification. -45dB reserves the right to amend the specification of the Products and/or any Specification if required by any applicable statutory or regulatory requirements.
4. Use of the Products. It is the Customer’s responsibility to ensure that it is familiar with and can use the Products in accordance with any information provided by -45dB.

4. HIRE PRICE, PAYMENT AND DEPOSIT

1. Payment. The Customer shall pay the Hire Price for Products in accordance with the Order Confirmation and with this clause Payment shall be paid in Pounds Sterling, unless otherwise agreed between the parties, and shall be made in cleared funds to the bank account nominated in writing by -45dB. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). For the avoidance of doubt, notwithstanding anything to the contrary in these Conditions and/or the Order Confirmation, -45dB shall be under no obligation to perform any part of any of the Delivery, Build, Collection and/or Derig services unless and until the Customer has made all appropriate payments which are due by the Delivery Date, as set out in the Order Confirmation.
2. Exclusions. The Hire Price excludes:
   • amounts in respect of VAT, which the Customer shall additionally be liable to pay to -45dB at the prevailing rate (if applicable), subject to the receipt of a valid VAT invoice; and
   • amounts in respect of any other applicable taxes and duties or similar charges which shall be payable by the Customer at the rate and in the manner from time to time prescribed by law.
3. Timing of payment. -45dB may agree to accept payment after Delivery of the Products, or in instalments, in the event that the Customer satisfies -45dB’s credit assessment check. Accepting payment on this basis is at the complete discretion of -45dB.
4. Invoices. -45dB shall, if applicable, produce an invoice in advance of the time frames specified in the Order Confirmation, or as otherwise determined, and shall ensure that every invoice includes the date of the invoice, the invoice number, the Contract No (if applicable), -45dB’s VAT registration number, and any supporting documentation that the Customer may reasonably The Customer shall pay invoices in full in cleared funds in accordance with the Order Confirmation, or if the Order Confirmation does not specify payment times, within 7 Business Days of the invoice date.
5. Invoice queries. Should the Customer wish to raise any queries regarding any amounts due under this Contract, it must do so within 3 Business Days of receiving an invoice for such -45dB and the Customer shall work together in good faith to resolve any such queries and following resolution, the Customer shall pay the invoice within 7 Business Days of the date of the resolution. If no resolution is achieved, the parties may escalate the query to formal legal proceedings. If no query is made by the Customer, the Customer shall make payment in full in accordance with clause 4.4.
6. Late payment. If the Customer fails to make any payment due to -45dB under the Contract by the due date for payment, then, without limiting -45dB’s remedies under clause 16:
   • the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
   • -45dB may suspend any Deliveries of Products until payment has been made in
7. Increases. -45dB reserves the right, by giving notice to the Customer at any time before Delivery, to increase the Hire Price of the Products to reflect any increase in the cost to -45dB which is due to any factor beyond the control of -45dB (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities, Specification or generally the specifications for the Products requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give -45dB adequate information or instructions.

5. DELIVERY

1. Performance of delivery. Unless otherwise agreed in writing, Delivery shall be made by -45dB. -45dB shall use all reasonable endeavours to effect Delivery on the Delivery Date(s). Risk shall transfer in accordance with clause 12 of this Delivery is completed on the completion of the unloading of the Products at the Delivery Location. -45dB may deliver Orders by instalments on different Delivery Dates, which may, at -45dB’s discretion, be invoiced and paid for separately. The Customer may not cancel an instalment because of any delay in Delivery or defect in another instalment.
2. Assistance with delivery. To facilitate Delivery (and Collection in accordance with clause 7), the Customer shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable Delivery (and Collection) to be carried out safely and expeditiously including:
   • ensuring the provision of suitable parking facilities at the Delivery Where suitable parking facilities have not been arranged, the Customer shall reimburse -45dB in full for any parking expenses or fines incurred in connection with Delivery or Collection; and
   • ensuring the Delivery Location is well lit when -45dB is Delivering or Collecting the Products at night or where there is otherwise poor or darkened visibility,

   and any materials, facilities, access and working conditions specified in the Order Confirmation or as otherwise agreed in writing.

3. Use of -45dB’s Plant. Unless otherwise agreed in writing, -45dB shall provide all Plant required to unload, load and move the Products from the Delivery Location to the The Customer shall at its sole expense ensure appropriate and prioritised access is given to -45dB at and from the Delivery Location, to and at the Site to facilitate the transportation of the Products.
4. Storage of -45dB’s Plant. Under no circumstances shall the Customer move or attempt to move any of the Plant. The Customer shall make available an area (or procure that an area is made available) for the Customer to store and keep the Plant, for the duration of the Hire Period (Storage Area). The Storage Area shall be one which -45dB deems (in its sole opinion) is sufficient to keep the Plant safe, protected, secure and free from damage. The Customer shall be solely responsible for and shall indemnify -45dB on demand for any damage to, loss of or other liability inflicted to the Plant whilst -45dB is not actually operating the Plant concerned. The Customer shall be responsible for any loss or damage suffered by -45dB as a result of its breach of this clause 4.
5. Third Party Plant. If the Customer does not agree to -45dB unloading, loading and moving the Products using the Plant, or the Site does not accommodate such use, subject to the notification and responsibility obligations set out in clause 2, -45dB shall at its discretion provide written consent for the Customer to use a Third Party Plant to unload, load and move the Products. In circumstances under this clause 5.5, the Product shall remain at the sole risk of the Customer in accordance with clause 12.2. The Customer shall be solely responsible for all costs incurred in connection with the use of any plant, equipment and/or machinery that is not the Plant. Where any such cost is incurred by -45dB, the Customer shall promptly reimburse -45dB for such cost on demand.
6. Delivery note. -45dB shall ensure that each Delivery of Products is accompanied by a delivery note that shows the order number, the type and quantity of Products and, if the relevant Order is being delivered by instalments, the outstanding balance of Products remaining to be delivered.
7. Dates for delivery. Delivery Dates are approximate only, and the time of delivery is not of the essence. -45dB shall not be liable for any delay in delivery of any Products that is caused by a Force Majeure Event, or, the Customer’s failure to provide -45dB with adequate delivery instructions or any other instructions that are relevant to the hire of the Products.
8. Rescheduling of delivery. Subject to clause 9, if on the day on which -45dB attempted to make Delivery the Customer has not taken Delivery or fails to accept Delivery of those Products (except where such failure is caused by -45dB’s failure to comply with its obligations under this Contract), -45dB shall attempt to contact the Customer and rearrange Delivery. If such Delivery cannot reasonably be rearranged for any reason other than a Force Majeure Event, then -45dB shall be entitled to terminate the Contract and demand full payment of the Hire Price.
9. Delayed delivery. Where Delivery is delayed in accordance with clause 8 or for any other reason which wholly or in part arises from the Customer’s actions or omissions, -45dB shall store the Products until Delivery is completed and the Customer will be charged for all related costs and expenses (including transport, storage and insurance costs). -45dB shall inform the Customer of such costs and expenses at the relevant time.
10. Method of delivery. If the Customer wishes for a particular method of delivery, it must request this in writing with -45dB, and if -45dB agrees (at its sole discretion), the Customer shall be responsible for costs associated with such specific method of delivery if -45dB, at its sole discretion, confirms that such delivery is more expensive than it would otherwise have paid.

6. BUILD

1. Building the Products. In accordance with the Order Confirmation, -45dB shall, where agreed and at the Customer’s expense, assemble and install the Products at the Site (Build) on the Build Date(s) using the Plant. If the Customer does not agree to -45dB installing the Products using the Plant, or the Site does not accommodate such use, subject to the notification and responsibility obligations set out in clause 2, -45dB shall at its discretion provide written consent for the Customer to use a Third Party Plant to install the equipment. During circumstances under this clause 6.1, the Product shall remain at the sole risk of the Customer in accordance with clause 12.2. The Customer shall be solely responsible for all costs incurred in connection with the use of any plant, equipment and/or machinery that is not the Plant. Where any such cost is incurred by -45dB, the Customer shall promptly reimburse -45dB for such cost on demand.
2. Acceptance of build. The Customer shall procure that a duly authorised representative of the Customer shall be present at Acceptance by such representative of Build shall constitute conclusive evidence that the Customer has examined the Products and has found them to be in good condition, complete and fit in every way for the purpose for which they are intended (save as regards any latent defects not reasonably apparent on inspection). If required by -45dB, the Customer’s duly authorised representative shall sign a receipt confirming such acceptance.
3. Customer support for build. To facilitate Build, the Customer shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable Build to be carried out safely and expeditiously including an unrestricted amount of time for -45dB to complete Build, adequate space for -45dB’s use of its own Plant and any materials, facilities, access and working conditions specified in the Order Confirmation or as otherwise agreed in writing.
4. Site requirements for build. In addition to the requirements under clause 3, to facilitate Build the Customer shall at its sole expense take all steps required by -45dB to ensure the Site is ready for Build. This includes, without limitation:
   • obtaining consent from the owner of the Site (where the Customer is not the owner of the Site) for the Build of the Products for the Hire Period;
   • ensuring the Site is structurally sound and capable of supporting the Build of the Products, including by obtaining a survey if deemed necessary by -45dB or the owner of the Site (where the Customer is not the owner of the Site). Where -45dB has reason to believe the Site is unsuitable for the Products, -45dB will be under no obligation to carry out the Build of the Products until a Site Survey has been received in accordance with clause 5 below;
   • where necessary, ensuring there is a suitable supply of electricity and readily available plug sockets safely within reach of the This includes for emergency exit signage and for -45dB’s staff to use. The Customer shall not use any electrical equipment unless it is correctly earthed (unless it is of double insulated specification). The Customer shall be responsible for complying with requirements of the Electricity at Work Regulations 1989 during the Hire Period (and for any extension of it);
   • ensuring the space around the Products is safe, including without limitation, being free from hazards including trip hazards and electrical hazards;
   • ensuring that -45 dB is granted and permitted timely access to the Site during the Hire Period, including such time as -45dB may require before and after the Hire Period to Install and/or remove the Products.

   -45dB may request proof of the Customer’s compliance with the above listed requirements.

5. Site Survey failures. Where a Site Survey, is not carried out by -45dB, or where the Customer or its representative has provided information to aid the Site Survey, or, is delayed by any actions or omissions of the Customer, then the Customer shall be responsible for any errors or omissions in the Site Survey and any delays and shall indemnify -45dB in respect of any costs, expenses or damages incurred by -45dB or any of its representatives or third parties.
6. Additional work. Where upon commencement of Build it becomes apparent that further works, outside those in the Order Confirmation, are required, the Customer agrees it shall be responsible for such costs, except in the event that -45dB is directly responsible for causing the requirement for such further works.

7. COLLECTION AND INSPECTION

1. Unless otherwise agreed by -45dB in writing, -45dB shall be responsible for the Derig. The Customer shall allow suitable time and space to allow -45dB to effect the Derig on the Derig Date.
2. Collection. Where -45dB will collect the Products at the end of the Hire Period (or otherwise on termination of this Contract), -45dB will use reasonable endeavours to collect the Products on the Collection Date(s). The Customer will ensure that its authorised representative is available on the Collection Date(s) at the Site to receive a written receipt from -45dB confirming details of the Products being collected by -45dB and the condition the Products are in.
3. Delayed Collection. Where the Products are not available for Collection by -45dB at the Site on the Collection Date:
   • Additional Charges may be applied for the period from the day after the Hire Period until such time as the Product is returned to -45dB and -45dB has issued a written receipt for it; and
   • -45dB shall be entitled (at the Customer’s expense) to enter the Site or any other premises at which the Products are located to retake possession of the Products; or
   • where the Customer fails to return the Products within 7 days of a written demand from -45dB for the return of the Products, the Customer shall pay to -45dB the current replacement cost of the Products which have not been returned. The replacement cost will be deemed to be the Insurance Replacement Value.
4. Packaging materials. All packing materials, including but not limited to cages and pallets supplied by -45dB with the Products shall be returned to -45dB. Failure to do so will result in Additional Charges being payable for such packing
5. Inspection. The Customer shall authorise, or shall procure permission from the owner of the Site to authorise, -45dB to enter any land or premises where -45dB reasonably believes the Products to be, in order to inspect, test, repair or repossess the

8. BRANDING OF PRODUCTS

1. Branding. Where agreed in the Order Confirmation, -45dB shall label the Products in accordance with the Specification or as otherwise agreed in writing with the Customer.
2. Licence. The Customer: grants to -45dB the non-exclusive right to use its branding; and/or warrants that -45dB is granted the non-exclusive right to use the branding of the Customer’s third-party customers; both which may include any logo, trade mark or other identifier relating to the Customer or its third-party customers (Branding) for the sole purpose of application (under clause 1 above) to the Products purchased by the Customer under this Contract. -45dB acknowledges and agrees that all rights in the Branding shall remain with the Customer or the third-party customers of the Customer, and that -45dB has and will acquire no right in the Branding by virtue of the discharge of its obligations under this Contract, except for the right to use the Branding as expressly provided in this Contract.

9. PHOTOGRAPHY AND FILM

1. Approval. The Customer provides its express consent and approval to -45dB taking photographs and/or filming the Products during the Hire Period, including for any event in which the Products are used.
2. Third Party Consents. The Customer agrees that it has secured all consents necessary for the exercise by -45dB of its right set out in clause 10.1 and that the exercise by -45dB of its right in clause 10.1 will not infringe the rights of any third party.
3. The Customer represents, warrants, undertakes and agrees that the legal ownership of any photographs and/or films taken by -45dB shall vest solely in -45dB and the Customer shall not have any rights to such photography and/or film.

10. INTELLECTUAL PROPERTY

1. Ownership. The Customer acknowledges that all IPR in and related to the Products, documentation, materials or any other equipment or item provided by -45dB to the Customer, or made available to the Customer, shall remain the exclusive property of -45dB or, where applicable, the third-party licensor from whom -45dB derives the right to use them.
2. Use of -45dB branding. Where as part of the Order, the Customer is provided with any branding or other IPR belonging to -45dB, the Customer agrees that it shall not represent that it has any title in or right of ownership to any of the branding or IPR, or do or allow to be done any act or thing which may in any way impair the rights of -45dB in relation to its branding or IPR, or bring into question the validity of -45dB’s branding or IPR.

11. WARRANTY

1. General warranty. -45dB warrants that the Products shall substantially conform to their specification (as made available by -45dB), be of satisfactory quality and fit for any purpose held out by -45dB. -45dB shall use all reasonable endeavours to remedy, free of charge, any material defect in the Products which manifests itself within the Hire Period or, where the Hire Period is for a period of more than 12 months, for a period of 12 months from Delivery, provided that:
   • the Customer notifies -45dB of any defect in writing within ten Business Days of the defect occurring;
   • the Customer is permitted to make a full examination of the alleged defect;
   • the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than -45dB’s authorised personnel;
   • the defect did not arise out of any information, design or any other assistance supplied or furnished by the Customer or on its behalf; and
   • the defect is directly attributable to defective material, workmanship or
2. Failure to remedy. If -45dB fails to remedy any material defect in the Products in accordance with clause 1, -45dB shall, at the Customer’s request, accept the return of part or all of the Products and make an appropriate reduction to the Hire Price payable during the remaining term of the Contract and, if relevant, return any Deposit (or any part of it).
3. Other. -45dB’s only liability to the Customer if the Products fail to comply with the warranties set out in clause 1 is as set out in this clause 11. Insofar as the Products comprise or contain equipment or components which were not manufactured or produced by -45dB, the Customer shall be entitled only to such warranty or other benefit as -45dB has received from the manufacturer. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. The terms of the Contract shall apply to any repaired or replacement Products supplied by -45dB.

12. TITLE, RISK AND INSURANCE

1. Title. The Products shall at all times remain the property of -45dB, and the Customer shall have no right, title or interest in or to the Products (save the right to possession and use of the Products subject to the terms and conditions of this Contract).
2. Risk. The risk of loss, theft, damage or destruction of the Products shall pass to the Customer on completion of Build and during any periods that the Customer uses Third Party Plant to load, unload, move or install the Product in accordance with clauses 3 and 6.1. The Products shall remain at the sole risk of the Customer until the Derig Date, or where there is more than one Build Date the first of these dates, and any further term during which the Product is in the possession, custody or control of the Customer (including the periods as set out in clauses 5.3 and 6.1 (Risk Period)) until such time as the Products are collected by (or re-delivered to) -45dB. During the Hire Period and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:
   • insurance of for the Product(s) to a value not less than £1,000,000 comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as -45dB may from time to time nominate in writing;
   • insurance for such amounts as a prudent owner or operator of the Products would insure for, or such amount as -45dB may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Products; and
   • insurance against such other or further risks relating to the Products as may be required by law, together with such other insurance as -45dB may from time to time consider reasonably necessary and advise to the Customer in
3. Insurance. All insurance policies procured by the Customer shall be endorsed to provide -45dB with at least ten Business Days’ prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall on -45dB’s request, name -45dB on the policies as a loss payee in relation to any claim relating to the Products. The Customer shall be responsible for paying any deductibles due on any claims under such insurance If the Customer fails to effect or maintain any of the insurances required under this Contract, -45dB shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer. The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to -45dB and proof of premium payment to -45dB to confirm the insurance arrangements.
4. Notice to -45dB. The Customer shall give immediate written notice to -45dB in the event of any loss, accident or damage to the Products arising out of or in connection with the Customer’s possession or use of the Products and shall indemnify -45dB in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses) and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by -45dB arising out of, or in connection with any failure by the Customer to comply with its responsibilities under this clause

13. CUSTOMER’S RESPONSIBILITIES

1. General responsibilities. The Customer shall during the term of this Contract:
   • ensure that the Products are kept and operated in a suitable and safe environment, used only for the purposes for which they are designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by -45dB;
   • take all reasonable care to prevent and mitigate loss of and/or damage or dilapidations to the Products or components of the Products;
   • ensure that the Products are cleaned and only used for the purposes agreed in the Order Confirmation, or as otherwise agreed in writing;
   • take such steps (including compliance with all safety and usage instructions obligations provided by -45dB) as may be necessary to ensure, so far as is reasonably practicable, that the Products are at all times safe and without risk to health when being set, used, cleaned or maintained by a person at work;
   • make no alteration to the Products and shall not remove any existing component (or components) from the Products without the prior written consent of -45dB. For the avoidance of doubt, the Customer shall not pierce, screw into, staple, glue, tape, or otherwise affix any object or material to any interior or exterior surface of the Products or components of the Products. Title in all substitutions, replacements, renewals made in or to the Products shall vest in -45dB immediately on Build;
   • keep -45dB fully informed of all material matters relating to the Products, including immediately informing -45dB upon identifying any loss of and/or dilapidations or damage to the Products or components of the Products;
   • keep the Products at all times at the Site and shall not move or attempt to move any part of the Products to any other location without -45dB’s prior written consent;
   • permit -45dB or its duly authorised representative to inspect the Products at all reasonable times and for such purpose to enter the Site or any premises at which the Products may be located, and shall grant reasonable access and facilities for such inspection;
   • not part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Products or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
   • subject to any agreed Builds under this Contract, or not without the prior written consent of -45dB, attach the Products to any land or building so as to cause the Products to become a permanent or immovable fixture on such land or building;
   • not do or permit to be done any act or thing which will or may jeopardise the right, title or interest of -45dB in the Products;
   • not suffer or permit the Products to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Products are so confiscated, seized or taken, the Customer shall notify -45dB and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Products and shall indemnify -45dB on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
   • not use the Products for any unlawful purpose;
   • ensure that at all times the Products remain identifiable as being -45dB’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Products;
   • unless agreed otherwise in the Order Confirmation, allow -45dB or its representatives access to the Site or any premises where the Products are located for the purpose of derigging and removing the Products; and
   • not do or permit to be done anything which could invalidate the insurances referred to in clause 2.
2. Customer-caused losses. The Customer acknowledges that -45dB shall not be responsible for any loss of or damage or dilapidations to the Products (or any of their components), or any delays in meeting any deadlines or milestones set by the Customer or agreed from time to time between the parties (including in connection with the Build and/or removal of the Products), arising out of or in connection with any negligence, misuse, mishandling of the Products or otherwise caused by the Customer or its officers, employees, agents, exhibitors, clients and contractors (collectively, Customer-Caused Losses), and the Customer shall indemnify -45dB in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses) and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by -45dB arising out of, or in connection with any Customer-Caused Losses and/or failure by the Customer to comply with its obligations in clause 13 or this Contract.
3. Customer indemnity. The Customer shall indemnify -45dB against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by -45dB arising out of or in connection with:
   • any breach of clause 4;
   • any breach of clause 2;
   • any claim made against -45dB by a third party arising out of or in connection with -45dB’s use of any photograph or film under clause 9;
   • any claim made against -45dB by a third party arising out of or in connection with the hire of the Products to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Contract by the Customer, its employees, agents or subcontractors; and
   • any claim made against -45dB by a third party for death, personal injury or damage to property arising out of or in connection with defective Products, to the extent that the defect in the Products is attributable to the acts or omissions of the Customer, its employees, agents or subcontractors.

14. DAMAGE CONTROL

1. Condition -45dB may maintain a inventory and condition-tracking system to record the state of all Products throughout the Hire Period, including (without limitation) prior to dispatch from -45dB’s warehouse, during Build, during Breakdown, and, upon return to -45dB’s warehouse. In accordance with clause 13.1.8, the Customer shall allow -45dB access to the Products to complete the tracking of the Products in accordance with this clause 14.1.
2. Notification of damage. -45dB shall notify the Customer by email, as soon as reasonably practicable after the end of the Hire Period, of any damage to the Products which -45dB has identified. Where applicable, photographic or video evidence will be provided to substantiate any charges payable by the Customer under clause 3.
3. Charges and Settlement. Product repair or replacement costs payable by the Customer under clause 2 shall be calculated in accordance with -45dB’s standard rates, which may include (without limitation) reasonable labour, materials, and associated handling charges (Replacement Charges). The Customer shall pay any invoice it receives from -45dB for Replacement Charges immediately and without delay on receipt.

15. LIMITATION OF LIABILITY

1. Scope of this The following definitions apply in this clause 14:
   • liability: every kind of liability arising under or in connection with this Contract including liability in contract, tort (including negligence) or otherwise.
   • default: any act or omission resulting in one party incurring liability to the
2. Unlimited liabilities. Nothing in this agreement limits or excludes: liability for deliberate default; liability for death or personal injury caused by negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977; liability for breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; any liability that cannot legally be limited; or, the Customer’s payment obligations under this Contract.
3. Cap on Subject to clause 15.2, -45dB’s total aggregate liability to the Customer shall not exceed a sum equal to the Hire Price actually paid to -45dB under this Contract.
4. Excluded losses. Subject to clause 2 and 15.3, -45dB shall have no liability for: loss of profits (including loss of anticipated savings); loss of sales or business; loss of agreements or contracts; loss of use or corruption of software, data or information; loss of or damage to goodwill; or, indirect or consequential loss.
5. Implied terms. Except as expressly set out in this Contract, all conditions, warranties, representations or other terms that might otherwise be implied into this Contract by statute, common law or otherwise are excluded from this Contract.
6. Insurance. -45dB shall provide details of its insurance upon written request by the

16. TERMINATION

1. Immediate termination. Without affecting any other right or remedy available to it, -45dB may terminate this agreement with immediate effect by giving written notice to the Customer if:
   • the Customer fails to pay an amount due under this Contract on the due date for payment and remains in default not less than 3 days after being notified in writing to make such payment;
   • the Customer commits a material breach of any term of this Contract and (if such breach is remediable) fails to remedy that breach within a period of 3 days after being notified in writing to do so;
   • the Customer takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 1.3;
   • the Customer suspends or ceases, or threatens to suspend or cease, carrying on business;
   • the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Contract is in jeopardy;
   • there is a change of control of the
2. Total Loss. This Contract shall automatically terminate if a Total Loss occurs in relation to the

17. CONSEQUENCES OF TERMINATION OR EXPIRY

1. General consequences. On expiry or termination of this Contract, however caused:
   • -45dB’s consent to the Customer’s possession of the Products shall terminate;
   • -45dB may, by its authorised representatives, without notice and at the Customer’s expense, retake possession of the Products and for this purpose may enter the Site or any premises at which the Products are located;
   • the Customer shall ensure the safe and proper storage of the Products until they have been collected by or returned to -45dB; and
   • without prejudice to any other rights or remedies of the Customer, the Customer shall pay to -45dB on demand:
     • all payments and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 6.1; and
     • any costs and expenses incurred by -45dB in recovering the Products or in collecting any sums due under this Contract (including any storage, insurance, repair, transport, legal and remarketing costs).
2. Termination caused by the Customer. On termination of this Contract pursuant to clause 1, any other repudiation of this Contract by the Customer which is accepted by -45dB or pursuant to clause 16.2, without prejudice to any other rights or remedies of -45dB, the Customer shall pay to -45dB on demand a sum equal to the whole of the Hire Price that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the Hire Period. The sums payable pursuant to this clause 17.2 shall be agreed compensation for -45dB’s loss and shall be payable in addition to the sums payable pursuant to clause 17.1.4.
3. Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect. Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

18. GENERAL

1. Force majeure. -45dB shall not be in breach of this Contract or liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a Force Majeure Event.
2. Assignment and other dealings.
   • The Customer shall not assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of -45dB.
   • -45dB may at any time assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
3. Confidentiality.
   • Each party undertakes that it shall not, at any time during the Contract and for a period of 2 years after termination of the Contract, disclose to any person any Confidential Information of the other party, except as permitted by clause 3.2.
   • Each party may disclose the other party’s Confidential Information:
     • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know that information for the purposes of exercising its rights or carrying out its obligations under the Contract (Representatives). Each party shall ensure that its Representatives comply with confidentiality obligations which are substantially equivalent to those set out in this clause 3.2.1; and
     • as may be required by law, a court of competent jurisdiction or any governmental or regulatory
   • Neither party may use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under this Contract.
4. Entire agreement.
   • This Contract constitutes the entire agreement between the
   • Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
5. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
6. Counterparts.
   • This Contract may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
   • Transmission of an executed counterpart of this Contract (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed “wet-ink” counterpart of this Contract.
7. -45dB’s employees or agents are not authorised to make any representations concerning the Products unless confirmed by an authorised representative of -45dB in writing. In entering into this Contract, the Customer acknowledges that it does not rely upon, and waives any claim for breach of, any such representations which are not so confirmed.
8. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
9. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.
10. Notices.
    • Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
      • delivered by hand or by pre-paid first-class post or other next working day delivery service to its address specified in the Contract Details; or
      • sent by email to the email address specified in the Contract Details,

      or to any other address as it may have notified to the other party in accordance with this clause 18.10.

    • Any notice shall be deemed to have been received:
      • if delivered by hand, at the time the notice is left at the proper address;
      • if sent by pre-paid first-class post or other next working day delivery service, at 00 am on the second Business Day after posting; or
      • if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
11. Third party This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
12. Governing law. This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of
13. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

SCHEDULE 1 – INTERPRETATION

1. INTERPRETATION

1.1 Interpretation:

• Clause, Appendix and paragraph headings shall not affect the interpretation of this
• A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.
• A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
• Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.
• Unless the context otherwise requires, a reference to one gender shall include a reference to the other
• A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to A reference to legislation or a legislative provision includes all subordinate legislation made from time to time under that legislation or legislative provision.
• A reference to writing or written excludes fax but not
• Any obligation on a party not to do something includes an obligation not to allow that thing to be
• References to clauses and Appendices are to the clauses and Appendices of this Contract and references to paragraphs are to paragraphs of the relevant Appendix.
• Any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those

1.2 Definitions:

Additional Charges: any additional costs necessary to fulfil the Order not covered by the Hire Price charged to the Customer by -45dB, to include, but not limited to, -45 dB’s charge out rates as in effect from time to time.

Branding: as set out in clause 8.2.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Collection: the collection of the Products from the Site by -45dB.

Collection Date(s): the date or dates specified for Collection as defined in the Order Confirmation.

Conditions: these terms and conditions set out in clause 1 to clause 18 (inclusive).

Confidential Information: all information (however recorded or preserved) that one party discloses or makes available to the other party (recipient) in connection with the Contract and which would be regarded as confidential by a reasonable business person. It includes any information relating to the Hire Price or the operations, products or customers of -45dB. It does not include information that is or becomes generally available to the public through no fault of the recipient; is independently developed by or for the recipient; or was, is or becomes available to the recipient on a non-confidential basis from a person who, to the recipient’s knowledge, is under no confidentiality obligation with respect to that information.

Contract: the contract between -45dB and the Customer for the hire of the Products in accordance with the Order Confirmation, the Appendices and these Conditions.

Contract Date: the date the Contract for the Order commences, as set out in the Order Confirmation.

Delivery: the delivery of the Products to the Customer at the Delivery Location in accordance with clause 5.

Delivery Date(s): the date or dates specified for Delivery of the Products as set out in the Order Confirmation.

Delivery Location: the address for Delivery of the Products, as set out in the Order Confirmation.

Deposit: the deposit amount set out in the Quotation.

Force Majeure Event: events, circumstances or causes beyond a party’s reasonable control.

Hire Period: the period of hire of the Products as set out in the Order Confirmation.

Hire Price: the total hire price for the Order, as set out in the Order Confirmation.

Build: has the meaning set out in clause 6.1.

Build Date(s): the date or dates of Build as set out in the Order Confirmation.

Instructions: means any instruction manuals, guides, handbooks or equivalent provided by -45dB in relation to the use, maintenance and/or operation of the Products.

Insurance Replacement Value: the cost to replace any Product, as determined by -45dB from time to time.

Intellectual Property Rights (IPR): means any patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: an order for the hire of the Products submitted by the Customer using the Order Confirmation in accordance with this Contract or as otherwise agreed in writing.

Order Confirmation: the form containing the specific details of the Product Order which forms part of the Contract between -45dB and the Customer.

Plant: -45dB’s machinery and equipment used for the purposes of Build, including but not limited to forklifts and Scissor Lifts.

Products: the products (or any part of them) as set out in the Order Confirmation.

Risk Period: the period during which the Products are at the sole risk of the Customer as set out in clause 12.2.

Site: the location of the Build of the Products as set out in the Order Confirmation.

Site Survey: a survey carried out on the Site by -45dB or a chartered surveyor.

Specification: the specification for the Products, including any related plans and drawings that are agreed in writing by the Customer and -45dB, as set out in the Order Confirmation.

Total Loss: due to the Customer’s default, the Products are, in -45dB’s reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated.

Derig: the disassembly of the Products at the Site by -45dB.

Derig Date(s): the date or dates specified for Derig as set out in the Order Confirmation.

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.