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S+O MEDIA LTD. TERMS AND CONDITIONS

FOR HIRE OF EQUIPMENT AND / OR TECHNICIANS

Updated August 2025

These Terms and Conditions (“Terms”) govern all hires of equipment and/or the supply of technical services by S+O MEDIA LIMITED (company number 04706062), whose registered office is at Unit 3, Latimer Industrial Estate, Latimer Road, London W10 6RQ (“S+O”). By placing a rental order or signing a hire contract with S+O, you (“Hirer” or “you”) agree to be bound by these Terms. Please read them carefully. Your attention is drawn in particular to clause 4 (Your General Obligations).

  1. INTRODUCTION & SCOPE 1.1. 1.2. 1.3. 1.4. 1.5. Services. For the purposes of these Terms, S+O’s “Services” means the provision by S+O of any of the following to Hirer from time to time: (a) any equipment and kit and related accessories, parts and cases owned by S+O or S+O’s supply partners (collectively, “Equipment”); and (b) employee or subcontractor of S+O agreed to be assigned to Hirer (“Technician”); and (c) any other ad hoc support, materials, or support as agreed in writing. Hire Contract. All Services provided by S+O to Hirer shall be covered by a Hire Contract, which becomes legally binding when S+O acknowledges in writing that it has accepted the same. The Hire Contract shall include: (a) a unique reference or PO number; (b) Hirer’s contact details and address; (c) the intended time period and location(s) of use; (d) Equipment and / or Technicians hired; and (e) any special provisions to take precedence over these Terms. Agreement. The Hire Contract is subject to the following, which collectively form the “Agreement”: (a) these Terms; (b) S+O’s Privacy Policy available at https://www.somedia.tv/privacy-policy; and (c) S+O’s Covid Policy available at https://www.somedia.tv/covid-policy. Precedence. These Terms apply to all Services and any Agreement made between S+O and Hirer, and override any other provisions or terms, including those Hirer may attempt to impose in the Hire Contract. If there is any conflict or inconsistency between a Hire Contract and these Terms, the Hire Contract shall take precedence, but only to the extent of the conflict and in relation to that particular Hire Contract only. Amendment. No amendments to these Terms shall be binding unless agreed in writing by S+O. Where possible and for ease of future reference, any amendments should include the date agreed and the Hire Contract reference. 1.6. Writing. A reference to “writing” or “written” includes email but does not include mobile phone SMS text or app messaging (for example WhatsApp), “DMs” or social media messaging (for example Instagram). 1.7. Hirer’s Agent. Hirer may nominate a representative or agent (“Agent”) to collect or otherwise handle Equipment or Technicians on behalf of Hirer. In such cases the Agent shall be named on the Hire Contract and Agent shall be jointly and severally liable with Hirer to S+O for compliance with the Agreement.

  2. S+O’S SERVICES 2.1. Hire Period. In these Terms, the “Hire Period”: (a) begins on the date stated on the Hire Contract, the delivery or collection of Equipment, and/or the arrival of Technicians on location (whichever occurs first); and (b) ends when all Equipment is returned to S+O’s possession and/or when Technicians are no longer required as specified in the Hire Contract (whichever is later); and 2.2. may in some cases be extended on Hirer’s reasonable request, subject always to S+O’s agreement (acting in its sole discretion), which may be conditional upon Hirer’s payment of additional Fees or other requirements. 2.3. S+O’s Service Commitment. S+O shall use all reasonable endeavours to provide the Services in accordance with the Agreement. Notwithstanding the foregoing, S+O may amend the Services (to include providing alternative Equipment) as necessary to comply with applicable law or regulations, or otherwise if the amendment will not materially or negatively affect the nature or quality of the Services. S+O shall notify Hirer in any such event with as much notice as is practicable. 2.4. S+O’s Obligations. In providing the Services, S+O shall: (a) (b) co-operate with Hirer in a respectful, competent manner using skilled and professional crew and staff; ensure that Equipment supplied under a Hire Contract is in good working condition at the start of the Hire Period; (c) use reasonable endeavours to promptly fix or replace Equipment, subject to the terms of the Agreement and provided always that Hirer promptly notifies S+O of any problems as soon as practicable (d) use all reasonable endeavours to meet any performance dates, deadlines, or milestones specified in the relevant Hire Contract; and (e) follow Hirer’s reasonable instructions and observe all health and safety and security requirements that have been communicated to it in writing in advance (provided S+O shall not be liable under the Agreement if, because of such compliance, it breaches of any of its obligations under the Agreement).

  3. YOUR GENERAL OBLIGATIONS 3.1. Hirer’s Obligations. Hirer shall: (a) comply with S+O’s reasonable instructions from time to time and use S+O’s Equipment only as permitted under the Agreement; (b) timely pay S+O any fees, charges or other payments set out in the relevant Hire Contract (“Fees”) in accordance with the Agreement, including any cancellation charges under clause 10 (Cancellation Charges); (c) co-operate with S+O in all matters relating to the Services, including providing in a timely manner all documents, information, materials, and access to facilities and/or equipment reasonably required for S+O to provide the Services; and (d) obtain and maintain all necessary licences and consents and comply with applicable law; 3.2. Hirer Default. If S+O’s Services are prevented or delayed by any act or omission of Hirer or its personnel (“Hirer Default”), S+O: (a) may suspend the Services until the Hirer Default is remedied (to the extent the Hirer Default prevents or delays Supplier’s performance); (b) (c) may treat such act, omission or delay as an event of force majeure under clause 18.1 (Force Majeure); shall not be liable for any costs, charges or losses sustained or incurred by Hirer that arise directly or indirectly from such prevention or delay; and (d) shall be entitled to payment of the Fees despite any such prevention or delay. 3.3. Supplementary Obligations. The obligations set out in this clause 3 are in addition and without prejudice to any other obligations under the Agreement (including Hirer’s obligations at clause 4 (Equipment)) or applicable law.

  4. EQUIPMENT 4.1. 4.2. 4.3. Purpose and Compliance. Hirer shall only use Equipment for the creation and recording of audio-visual material and shall comply with all applicable laws and regulations. Fitness for Purpose and Compatibility. Hirer must ensure that Equipment is suitable for Hirer’s purposes. If Hirer wishes to use any of its own equipment (including video tape or media cards) in conjunction with or connected to S+O Equipment, Hirer shall ensure that such equipment is compatible for use in all respects with S+O Equipment. Care and Maintenance. Hirer shall: (a) (b) (c) comply with all safety and usage instructions provided by S+O and/or the manufacturer of Equipment; take good care of Equipment and ensure it is maintained and operated with all reasonable skill and care by appropriately qualified personnel; at its own expense, maintain Equipment in good and substantial repair so that it remains in as good operating condition as on the Commencement Date (fair wear and tear excepted), including replacing any worn, damaged, or lost parts; and 4.4. 4.5. 4.6. (d) be responsible for the cost of making good any damage to Equipment, with repairs assessed and completed by S+O or its nominated repairer. Safety and Security. Hirer shall use or cause to be used Equipment in a skilful, proper and safe manner and shall at its own expense keep it in good condition and take all precautions necessary to ensure its safety and security. Extreme or Adverse Conditions. Hirer acknowledges that if Equipment is used in extreme or adverse conditions (including in extreme temperatures, and moist, dusty or corrosive environments), it does so entirely at its own risk and without any warranty or assurance from S+O as to the operation or performance of such Equipment. Alterations and Modification. Hirer shall: (a) not open the outer case (if any) of Equipment, nor interfere in any way with its mechanisms, nameplates, signs, or serial numbers; (b) not make any alterations to or attempt any repairs to Equipment, nor remove any existing component(s), without S+O’s prior written consent, save for consumable items which are replaced immediately (or if removed in the ordinary course of use, as soon as practicable) with the same component or one of a similar or superior make and model; and (c) not expose Equipment to the elements (including, without limitation, salt water and spray, sand, grit, excessive moisture, extreme temperatures, or other corrosive environments). Title and property in all substitutions, replacements, and renewals made in or to Equipment shall vest in S+O immediately upon installation. 4.7. Damage. S+O maintains records of Equipment condition. If Equipment is lost, stolen, or damaged (beyond fair wear and tear) during the Hire Period, the Hirer shall be liable for the reasonable repair or replacement costs at S+O’s sole discretion, and for any additional hire charges until such time as Equipment is repaired or replaced. Any such hire charges shall not exceed thirteen (13) weeks’ rental, calculated at S+O’s then-current standard list price for such Equipment (and not at any discounted rate applied to the original hire). 4.8. Vehicles. No person other than those authorised by S+O may in any circumstances drive any vehicles supplied by S+O. Where such vehicles are used by or on behalf of Hirer in circumstances not covered by S+O’s insurances, Hirer undertakes to affect the appropriate insurance.

  5. DIGITAL STORAGE 5.1. Conditions of Digital Storage. S+O shall supply Equipment with recording functionality and an agreed type and amount of data storage. Hirer acknowledges and agrees that: (a) Hirer is solely responsible for determining whether this storage capacity meets its needs. Additional storage may be provided upon request and will be charged separately at S+O’s prevailing rates; (b) Hirer may not substitute, modify, or replace any data storage supplied by S+O without prior written consent; (c) (d) Hirer is responsible for copying and backing up all recorded data; and if Hirer retains any data storage after returning the associated Equipment, Hirer will be charged a daily hire rate or, at S+O’s discretion, the full replacement cost. 5.2. Back-ups and Retention. (a) Unless otherwise agreed in advance, S+O shall not be obliged to back up or store data from Equipment once returned, and S+O accepts no liability for lost, corrupted, or erased data, including failure by Hirer to transfer files before returning Equipment. (b) For Equipment with temporary audiovisual storage (e.g., media cards, drives, backup devices), S+O may, but shall not be obliged to, retain data for up to 72 (seventy-two) hours after Equipment is returned. After this period, all temporary files are securely erased, unless retention is required by contract or law, including for training, quality control, or insurance purposes. Notwithstanding this, it remains Hirer’s sole responsibility to retrieve all content and other media before returning Equipment. 5.3. Data Integrity and Malfunction. S+O takes all reasonable precautions to use suitable, industry-standard devices to mitigate the risk of data loss or corruption. However, due to the inherent risks and limitations of recording technology, S+O does not and cannot guarantee the functionality or performance of memory cards, storage devices, or other recording hardware, software, or kit. Hirer acknowledges that issues such as data corruption, file loss, or equipment failure may occur despite best practices, and S+O shall have no liability for any loss of or damage to recorded material, whether due to technical faults, media defects, or other unforeseen issues.

  6. DELIVERY AND COLLECTION 6.1. 6.2. 6.3. 6.4. 6.5. Logistics. Equipment shall be delivered and collected at such time and place as shall be mutually agreed between S+O and Hirer. If delivered to Hirer the signature of any person purporting to be an employee, sub- contractor or agent of Hirer shall be sufficient evidence of delivery. Inspection. S+O shall use reasonable endeavours to ensure that Equipment is sound and in good order and condition at the time of delivery to or collection by Hirer but it shall be the responsibility of Hirer to ensure that Equipment is fully suitable in all respects for the purpose for which it is hired. Upon delivery or collection Equipment shall be examined and checked by Hirer before being taken into use and if found to be defective or deficient will be replaced or defects or deficiencies remedied by S+O without additional charge. In no circumstances shall S+O be liable for any loss or damage of whatever kind however caused arising out of or in connection with the use of or the inability to use Equipment. Restrictions and International Transport. The Hirer shall keep S+O informed of Equipment’s location at all times. The Hirer shall not, without S+O’s prior written consent, use Equipment for hazardous or abnormal purposes, transport it outside of Great Britain (being England, Scotland, and Wales), or transport it by air except on a regularly scheduled I.A.T.A.-approved flight. The Hirer is responsible for obtaining all necessary customs clearances, licences, and permits. If Equipment is taken outside Great Britain without such consent and is seized, impounded, lost, or damaged, the Hirer shall remain fully liable for all related costs, including replacement, repairs, recovery, and any duties, taxes, or penalties imposed by customs or other authorities. Risk. Hirer assumes full risk and liability of Equipment from dispatch or collection from S+O’s premises until such Equipment is returned, regardless of whether S+O or its agents handle delivery. Timing and Scheduling. S+O shall use reasonable endeavours to comply with any time schedules set out in the Hire Contract. Notwithstanding this, S+O shall not be liable in any circumstances to Hirer for any liability, loss, delay, or damage arising from delayed or non-delivery of Equipment, nor for delayed or non-arrival of Technicians. 6.6. Return Condition. Equipment should be returned in the same condition as it was at the start of the hire period, fair wear and tear excepted, provided that if Equipment is lost, damaged or destroyed Hirer shall pay S+O an extra hire charge until such time as Equipment is (i) replaced (by an equivalent item) repaired or recovered or at S+O’s election pay any cross hire charges S+O incurs sourcing a temporary replacement. 6.7. Return. Unless otherwise agreed in writing between S+O and Hirer it shall be the responsibility of Hirer to return Equipment to S+O on termination of the Hire Period. If S+O agrees to collect Equipment at the end of the Hire Period Hirer shall remain fully responsible for Equipment until it is returned to S+O’s premises. 6.8. Ongoing Hire Charges for Loss or Damage. The Hire Period will be deemed to continue until such time as any damaged Equipment is repaired, or any Equipment that is lost, stolen, or damaged beyond economic repair is replaced provided that the amount of any additional hire charge payable as a direct result of theft, accidental loss or damage to equipment shall not exceed 13 weeks rental, calculated at the then-current standard list price for such Equipment (and not at any discounted rate applied to the original hire).

  7. TECHNICIANS 7.1. 7.2. Assignment. S+O shall provide Technician(s) (if any) to the Hirer in accordance with the Hire Contract. If Equipment is of a particularly high technical specification or otherwise requires specialist operation, S+O may, at its absolute discretion, require the Hirer to engage an S+O Technician at the Hirer’s cost. In such cases, only an S+O Technician may operate Equipment. Qualifications & Liability. S+O shall ensure that all Technicians are appropriately qualified and experienced to operate Equipment. However, Hirer is fully responsible for any instructions, guidance, or directions given to the Technician and S+O shall not be liable for any loss, damage, or claims resulting from a Technician following Hirer’s instructions. 7.3. 7.4. 7.5. Hours and Rates. Daily fee rates for Technicians are based on either a ten-hour or twelve-hour day (including all breaks), as specified in the Hire Contract. Any time worked beyond the applicable standard day will be charged at one-and-a-half times the standard hourly rate, calculated pro-rata from the applicable daily fee. For the avoidance of doubt Technicians are not provided on a “buy-out” rate. Performance. If Hirer reasonably believes a Technician is underperforming or unsuitable, they must notify S+O immediately with full details. S+O will use reasonable efforts to resolve the issue and, if necessary, assign a replacement Technician for the remainder of the Hire Period. Working Conditions. Hirer shall ensure that Technicians are treated professionally at all times. The Hirer must provide a safe and compliant working environment for Technicians in line with applicable health and safety laws. S+O reserves the right to withdraw a Technician from any unsafe or inappropriate working conditions without liability. 7.6. No Employment. The Agreement constitutes a contract for the provision of the Services and is not a contract of employment. Nothing in the Agreement shall render S+O (nor any of its Technicians) an employee, worker, agent or partner of Hirer. S+O shall not (and shall procure that its Technicians shall not) hold itself or themselves out as such.

  8. HEALTH AND SAFETY 8.1. 8.2. 8.3. 8.4. Compliance. Without limiting Hirer’s obligation to comply with S+O instructions and policies with regard to its Equipment and Technicians, Hirer shall likewise ensure that its representatives, agents, and personnel comply with all applicable health and safety laws, policies, and regulations relating to Hirer’s activities. Risk Assessment & Hazardous Activities. At least seven (7) days before the Hire Period, the Hirer must submit a written risk assessment covering its intended use of Equipment and/or Technicians. All activities are subject to S+O’s prior written consent (not to be unreasonably withheld or delayed) and if the activities involve unusual, hazards and / or elevated risks, S+O may require the Hirer to obtain additional insurance in accordance with clause 12 (Insurance). Regulatory Compliance. If any regulatory consents, permits, or approvals are required for the Hirer’s activities, the Hirer must obtain them before the Hire Period and provide copies to S+O upon request. Right of Entry & Inspection. S+O (or its nominated third party) may enter any location where Equipment and/or Technicians are being used at any reasonable time and without prior notice to ensure compliance with these Terms.

  9. FEES 9.1. Payment obligations. Hirer shall pay the Fees in accordance with the Hire Contract. 9.2. Basis of Charging. (a) Fees shall be calculated based on S+O’s then-current rate card or as otherwise agreed in writing. (b) Equipment hire Fees apply from the agreed collection/delivery time until Equipment is returned to S+O. (c) A 24-hour period or part thereof constitutes a one-day hire. (d) All Fees stated are exclusive of VAT, which shall be payable by Hirer where applicable. (e) Hirer shall pay all delivery charges. 9.3. Overdue Payments. If Hirer fails to pay any Fees by the due date, subject to clause 9.4 (Disputed Invoices), S+O may suspend the Services on 24 hours’ written notice until payment is made in full and/or charge interest on the overdue amount (accruing daily at 4% per year above the Bank of England’s base rate (before and after judgment)). 9.4. Disputed Invoices. If Hirer disputes an invoice in good faith, Hirer shall timely pay any non-disputed amounts and promptly notify S+O in writing before the due date with details of the discrepancy. S+O shall act reasonably in reviewing the dispute and may, at its discretion, delay enforcement of clause 9.3 (Overdue Payments) while the dispute is under review. 9.5. Deposits. Any deposit specified in the Hire Contract shall be returned to the Hirer (without interest) within fourteen (14) days of Hirer returning all Equipment to S+O and settling any and all outstanding Fees (including any deductions for lost or damaged Equipment).

  10. CANCELLATION CHARGES 10.1. 10.2. 10.3. Where Hirer cancels the Services then S+O shall be entitled to a cancellation charge based on the amount of notice given by Hirer and calculated by reference to the Fees in the relevant Hire Contract, as follows: (a) eight (8) days or more - 25% of total Fees (b) Between seven (7) and two (2) days - 50% of total Fees (c) Less than 48 hours - 75% of total Fees (d) Less than 24 hours - 100% of total Fees Notwithstanding clause 10.1 (Cancellation charges), if cancellation results in S+O incurring non-refundable third- party or Technician costs, Hirer shall be liable for the full amount of those charges, in addition to any cancellation fees. S+O shall use reasonable efforts to mitigate these costs where possible. For the avoidance of doubt, the cancellation charges set out in this clause are not applicable where Hirer terminates a Hire Contract for cause under clause 11.2 (Termination for cause).

  11. TERM & TERMINATION 11.1. 11.2. Term. Agreement shall remain in full force and effect from the Commencement Date until expiry of the Hire Period, unless terminated earlier in accordance with clause 10.2 (Termination) Termination for cause. Either party may terminate the Hire Contract immediately by notice in writing if the other party: (a) commits a material breach of any of the terms of the Agreement and, if such breach is capable of remedy, fails to remedy the breach within five (5) days of receiving notice from the terminating party specifying the breach and requiring the breach to be remedied; or (b) enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of a solvent amalgamation or reconstruction), or becomes insolvent, ceases to carry on business, or compounds or makes any voluntary arrangement with its creditors or becomes subject to an administration order, or is unable to pay its debts as they fall due, or has a receiver or administrative receiver appointed over its assets, or takes or suffers any similar action due to debt. 11.3. The expiry or termination of the Agreement for any reason shall not affect any rights and/or obligations accrued before the date of termination or expiry, or expressed or intended to continue in force.

  12. INSURANCE 12.1. Requirement. Hirer shall maintain in force at its own expense public liability insurance and all other insurances required by any applicable law. The insurances referred to in this clause shall be with a reputable insurer and shall not include unreasonable excesses which are unusual for this type of insurance. Hirer shall provide evidence of the insurances which it is obliged to maintain under this clause within seven (7) days of written request from S+O. 12.2. Beneficial Interest. Without specific written agreement to the contrary, prior to the commencement of the Hire Period, Hirer shall effect its own insurance on Equipment. Hirer shall ensure that S+O’s interest is noted on Hirer’s insurance policy or policies and shall notify S+O accordingly and give such other details of the policy or policies as S+O may require. Hirer’s policy shall be in terms no less favourable than those provided by S+O (full details of which will be supplied on request) and shall provide cover for all loss or damage whatsoever to Equipment including the full replacement value of Equipment and the full cost of repairing any damage. 12.3. Hirer’s equipment. Hirer shall be responsible for insuring any of its own equipment. S+O shall have no responsibility for any loss of or damage to such equipment except for loss or damage caused by the wilful or negligent acts of S+O.

  13. OWNERSHIP 13.1. Title. Irrespective of actual physical possession, Equipment remains at all time the property of S+O (or its licensors or suppliers, as applicable) and Hirer shall have no right, title or interest save as a hirer under the Agreement. Hirer shall not sell or offer for sale, assign, mortgage, pledge, underlet, lend, transfer or otherwise deal with Equipment nor part with possession, and will not allow any lien or other encumbrance to be created in or over Equipment. 13.2. Recovery. Hirer agrees that a representative of S+O may enter upon any premises upon which Equipment may be kept or reasonably believed to be kept for the purpose of its recovery at the termination of the Hire Period, and Hirer shall compensate S+O for any costs incurred in repossessing Equipment.

  14. CONFIDENTIALITY 14.1. 14.2. In this clause 14, “Confidential Information” means all confidential information disclosed by a party or its Representatives (“disclosing party”) to the other party (“receiving party”) or its Representatives (as defined below) in connection with the Agreement, including any information that would be regarded as confidential by a reasonable person relating to the business, assets, affairs, customers, clients, suppliers, plans, operations, market opportunities, processes, product information, know-how, designs, trade secrets or software of the of the disclosing party and any information specified as confidential in any Hire Contract. “Representative” means, in relation to a party, that party’s officers, directors, employees, consultants, advisers, subcontractors, and representatives, and shall for the avoidance of doubt include any Technicians provided by S+O. Obligation. A receiving party shall keep (and shall be responsible for ensuring that its Representatives keep) the disclosing party’s Confidential Information confidential and shall not use or disclose it except to exercise rights and perform obligations under or in connection with the Agreement, unless expressly permitted by clause 14.2 (Exclusions). This clause 14 shall continue in force notwithstanding the expiry or termination of these Terms, whatever the reason for such termination. 14.3. Exclusions. Confidential Information may be disclosed if: 14.4. (a) (b) (c) (d) the parties agree in writing it may be disclosed; it was made available to the receiving party other than as a result of breach of this clause; disclosure is required by law or in relation to a criminal investigation; or withholding the information would negatively impact a Representative’s wellbeing or legal rights, in which case the Representative may disclose information to a family member, solicitor, or the police. Reservation of rights. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in the Agreement are granted or implied.

  15. WARRANTIES 15.1. Each party warrants that it has full power and authority to carry out the actions contemplated under the Agreement and that its entry into and performance under the terms of the Agreement will not infringe the IP rights of any third party or cause it to be in breach of any obligations to a third party. 15.2. Except as provided in the Agreement, there are no conditions, warranties or terms binding on the parties with respect to the actions contemplated by the Agreement. Any condition, warranty or other term in this regard that might otherwise be implied or incorporated into the Agreement is excluded to the extent it is lawful to do so.

  16. LIMITATION OF LIABILITY 16.1. Disclaimer. Notwithstanding S+O’s obligations and duties under the Agreement, the parties acknowledge and agree that is fundamentally Hirer’s responsibility to ensure that its use of S+O Equipment or Technicians complies with all applicable laws and industry standards to the extent possible under Hirer’s control. This includes without limitation intellectual property laws, location licensing, health and safety codes, content clearances, data protection, privacy, and the rights of publicity. S+O IS NOT AND SHALL NOT BE LIABLE FOR HOW CONTENT CAPTURED USING OUR EQUIPMENT OR WITH THE ASSISTANCE OF OUR TECHNICIANS IS USED OR MANAGED BY HIRER OR ITS REPRESENTATIVES. 16.2. Meaning of ‘liabilities’. References to “liabilities” in this clause include every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 16.3. 16.4. 16.5. Deliberate Default. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default or its failure to reasonably mitigate against damage. Unlimited liabilities. Nothing in the Agreement shall limit: (a) (b) Hirer’s payment obligations under the Agreement; nor any liability that cannot legally be limited, including liability for (i) death or personal injury caused by negligence; or (ii) fraud or fraudulent misrepresentation. Limited liabilities. Subject to clause 16.4 (Unlimited liabilities), a party's total liability to the other party under or in connection with the Agreement shall not exceed: (a) for damage to property caused by negligence in connection with the Agreement, two-hundred and fifty thousand pounds Sterling (£250,000); and (b) for all other loss or damage, an amount equal to two hundred per cent (200%) of Fees actually paid by Hirer to S+O under the relevant Hire Contract. 16.6. 16.7. Exclusions. Subject to clause 16.4 (Unlimited liabilities) and clause 16.5 (Limited Liabilities), the following heads of loss are expressly excluded: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information to include data or footage stored on any memory cards or similar; loss of or damage to goodwill; and indirect or consequential loss. Notification of claim. Unless Hirer notifies S+O that it intends to make a claim in respect of a particular event within the notice period, S+O shall have no liability for that event. For the purposes of this clause, the “notice period” in relation to an event shall start on the day on which Hirer became, or ought reasonably to have become, aware of the event having occurred, and shall expire twenty-four (24) months from that date. Such notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

  17. DATA PROTECTION 17.1. Obligation. Each party shall at its own expense comply with all applicable legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including (without limitation) the UK General Data Protection Regulation (UK GDPR), Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426)(“Data 17.2. Protection Law”). Notwithstanding the generality of the foregoing, S+O shall process personal data in accordance with its Privacy Policy, as updated from time to time. Status. Each party acts as an independent data controller for any personal data processed under this Agreement. If either party is later determined to be a data processor for the other, both parties shall co-operate in good faith to put in place the necessary data processing agreements in compliance with applicable Data Protection Law.

  18. GENERAL PROVISIONS 18.1. 18.2. 18.3. 18.4. 18.5. 18.6. 18.7. 18.8. 18.9. 18.10. 18.11. Force Majeure. Neither party shall be liable for any breach of these Terms caused by circumstances beyond the reasonable control of that party and which prevent that party from performing its obligations to the other. Circumstances beyond that party’s reasonable control include but are not limited to acts of God, any form of Government intervention, terrorist activity, local or national emergency, power failure or breakdown in Equipment, sabotage or riots, and floods, fires, explosions or other catastrophes. A lack of funds shall not be regarded as a circumstance beyond that party’s reasonable control. Non-solicitation. Each party agrees that it shall not, at any time during the Hire Period and for a period of six (6) months thereafter, solicit, entice away, or employ any person who is or was engaged as an employee or consultant of the other party, save that this restriction shall not apply to general recruitment campaigns. Notices. Any notice or other communication under these Terms shall be in writing and either delivered personally or sent by first class post or email to the registered office for the time being of the recipient. Rights of Third Parties. Neither party intends that any provision of these Terms shall be by virtue of the Contracts (Rights of Third Parties) Act 1999 enforceable by any person who is not a party to the Agreement or a permitted assignee of such a party. Relationship. The Agreement does not establish any partnership between the parties, nor does it constitute any party the agent of the other. Neither party has the right to bind the other party in contract or otherwise and it shall not represent that it has such right. No Transfer. Hirer shall not transfer its rights and/or obligations under these Terms to a third party without the prior written consent of S+O. S+O reserves the right to subcontract all or any part of Hirer’s order and to assign or otherwise deal in anyway with S+O’s interest in Equipment. No Waiver. A failure or delay by either party to exercise any right or remedy under these Terms shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy. Entire Agreement. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, representations, assurances, warranties, promises and understandings between them, whether written or oral, relating to the Services. Hirer expressly acknowledges and agrees that, unless expressly set out in the Agreement, any descriptions of the Services or indication of the Charges (including in any pitch documents) are indicative and for general information purposes only and do not form part of the Agreement. Enforcement. S+O reserves the right to monitor compliance with these Terms. If Hirer is found to be in breach of these Terms or the Hire Contract, subject to clause 18.10 (Disputes) below, S+O may take appropriate legal action, including seeking damages, injunctive relief, or terminating the Hire Contract for breach. Additionally, non- compliance may impact future hire agreements with the Hirer. Disputes. Notwithstanding the above, in the event of any dispute between the parties, they shall first attempt in good faith to settle the matter amicably. If the dispute is not resolved within three (3) weeks, either party may request that the dispute be referred to mediation. If either party refuses or fails to participate in mediation or if a resolution is not timely reached, the aggrieved party may initiate legal proceedings. Governing Law & Jurisdiction. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties submit to the jurisdiction of the English courts.