Terms of Use

1. Interpretation and Basis of Contract

1.1 The terms set out below together with the Job Specification provided separately shall be referred to as this “agreement".
1.2 In this agreement the following capitalised words or expressions will be construed as set out below:

Client: The person or firm who engages the Services of and/or hires Equipment from the Company.

Company
: The Grip Company (UK) Ltd of 42a Packhorse Road, Gerrards Cross, Bucks, SL9 8EB, registration number 7966841.

Equipment
:  The items of equipment listed in the Job Specification together with all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it provided by or on behalf of the Company in connection with the provision of Services under this agreement, irrespective of whether such equipment is owned by the Company.

Per Diem Payment: A payment to cover the costs of meals, telecommunications and laundry incurred while travelling (as defined in clause 6.1).

Services:
The services to be provided by the Company as set out in the Job Specification
1.3 Clause headings shall not affect the interpretation of this agreement.
1.4 The Job Specification forms part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Job Specification.
1.5 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference to this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.
1.6 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.7 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.8 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.9 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.10 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.11 These terms apply to the agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2. Engagement and Term

  The Client shall engage the Company to provide the Services for the period specified in the Job Specification.

3. Booking And Cancellation

3.1 The Company will be entitled to treat the engagement as confirmed on receipt of confirmation as set out in the Job Specification from the Client, or, if earlier, on the date that the engagement starts.
3.2 Should the Client cancel the confirmed engagement it will liable to pay fees as set out in the Job Specification.

4. Payment

4.1 The Client shall pay the Company fees as set out in the Job Specification.
4.2 The Company shall submit invoices as set out in the Job Specification or on receipt of notification of cancellation of the confirmed engagement (including oral notification).
4.3 The Client shall pay each invoice submitted in accordance with clause 4.2, within 7 (seven) days of receipt.
4.4 If the Client fails to make any payment due to the Company under clause 4.3 then, without limiting the Company's remedies under clause 13, the Client shall pay interest on the overdue amount at the rate of 8% per annum above Bank of England base rate from time to time, or payments due under the Late Payment of Commercial Debts (Interest) Act 1998, whichever is higher. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount.

5. Expenses

  The Client will, on demand, reimburse the Company for all authorised and/or reasonable expenditure incurred by or on behalf of the Company or by individuals engaged by the Company in connection with the provision of Services under this agreement.

6. Travel

6.1 The Client shall provide or pay for the transportation and accommodation of any individuals engaged in the provision of the Services under this agreement when such individuals are engaged in such provision outside a radius of 50 miles from their residences (“travelling”).
6.2 Any accommodation provided or paid for must be 4* or greater or on a “most favoured nation” basis with Bectu’s guidelines.
6.3 While travelling, the Client shall provide to the Company, in respect of each individual engaged in connection with providing the Services a Per Diem payment of £ 25, on a “most favoured nation” basis with Bectu’s guidelines.
6.4

When travelling involves air travel, the Client shall:

  1. arrange for ground transportation to and from any airports for any individual engaged in connection with providing the Services or will reimburse the Company, on demand, for all expenses incurred in the provision of such ground transportation; and
  2. arrange for all air travel consisting of a journey greater than 5 hours number hours to be business class or first class.
6.5 The Client shall pay for or indemnify the Company against any excess baggage charge incurred by or on behalf of the Company or by individuals engaged by the Company in connection with the provision of Services under this agreement.

7. Equipment

7.1 Nothing herein shall be construed as conveying to the Client any right, title or interest in or to the Equipment other than the rights of a renter or temporary leaseholder as specifically set out in the Job Specification
7.2 The Equipment shall remain at the sole risk of the Client during the duration of the engagement and any further period in which the Equipment is in the custody or control of the Client.
7.3

For the duration of the engagement and for any other period in which Equipment remains in the control or custody of the Client, the Client shall at its own expense, obtain and maintain the following insurances:

  1. insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as the Company specifies;
  2. insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as the Company 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 Equipment; and
  3. insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as the Company may specify to the Client.
7.4 All insurance policies procured shall upon the Company’s request name the Company on the policies as a loss payee in relation to any claim relating to the Equipment. The Client shall be responsible for paying any deductibles due on any claims under such insurance policies.
7.5 If the Client fails to effect or maintain any of the insurances required under this agreement, the Company 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 Client.
7.6 The Client shall, on demand, supply to the Company copies of the relevant insurance policies or other insurance confirmation acceptable to the Company and proof of premium payment to confirm the insurance arrangements.
7.7

For the duration of the engagement and for any other period in which Equipment remains in the control or custody of the Client, the Client shall

  1. ensure that the Equipment is kept and operated in a suitable environment used only for the purposes for which it is designed, and operated in a proper manner by trained (NVQ II qualified crane technician cupported by at least one NVQIII Certified Grip plus one NVQII Certified Grip) competent staff in accordance with any operating instructions provided by the Company;
  2. take such steps (including compliance with all safety and usage instructions provided by the Company) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;
  3. maintain at its own expense the Equipment in good and substantial repair in order to keep it in as good an operating condition as it was at the commencement of the engagement (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Equipment;
  4. make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment without the prior written consent of the Company unless carried out to comply with any mandatory modifications required by law or any regulatory authority (title and property in all substitutions, replacements, renewals made in or to the Equipment shall vest in the Company immediately upon installation);
  5. keep the Company fully informed of all material matters relating to the Equipment
  6. at all times keep the Equipment in its possession or control;
  7. not, without the prior written consent of the Company, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
  8. not without the prior written consent of the Company, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building and if the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land or building and the Client shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify the Company against all losses, costs or expenses incurred as a result of such affixation or removal;
  9. not do or permit to be done any act or thing which will or may jeopardise any right, title and/or interest of the Company in the Equipment and, where the Equipment has become affixed to any land or building, take all necessary steps to ensure that the  may enter such land or building and recover the Equipment both during the term of this agreement and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of the Company of any rights such person may have or acquire in the Equipment and a right for the Company to enter onto such land or building to remove the Equipment;
  10. not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Client shall notify the Company and at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify the Company on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
  11. not use the Equipment for any unlawful purpose;
  12. deliver up the Equipment at the end of the engagement or on earlier termination of this agreement at such address as the Company requires, or if necessary allow the Company or its representatives access to any premises where the Equipment is located for the purpose of removing the Equipment; and
  13. not do or permit to be done anything which could invalidate the insurances referred to in clause 7.3
7.8 The Client acknowledges that, subject to clause 9.2, during the engagement and for any other period in which Equipment remains in the control or custody of the Client, the Company shall not be responsible for any loss of or damage to the Equipment however caused and the Client undertakes to indemnify the Company against the same.
7.9 Subject to clauses 7.10 and 7.11, the Company warrants that the Equipment shall substantially conform to its specification (as shall be made available on the Client’s request by the Company), be of satisfactory quality and fit for the purpose specified by the Company.
7.10 Insofar as the Equipment comprises or contains Equipment or components which were not manufactured or produced by the Company, the Client shall be entitled only to such warranty or other benefit as the Company has received from the manufacturer.
7.11 This agreement sets forth the full extent of the Company’s obligations and liabilities in respect of the Equipment. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on the Company except as specifically stated in this agreement. Any condition, warranty or other term concerning the Equipment which might otherwise be implied into or incorporated within this agreement, whether by statute, common law or otherwise, is expressly excluded.

8. Indemnity

8.1

The Client shall indemnify the Company 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 reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with:

  1. the Client’s breach or negligent performance or non-performance of this agreement;
  2. the enforcement of this agreement;
  3. any claim made against the Company by a third party arising out of or in connection with the provision of Services under this agreement to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Client, its officers, employees, agents or independent contractors;
  4. any claim made against the Company by a third party for death, personal injury or damage to property arising out of or in connection with defective Equipment, to the extent that the defect in the Equipment is attributable to the acts or omissions of the Client, its officers, employees, agents or independent contractors.
8.2 This indemnity shall apply whether or not the Company has been negligent or at fault.

9. Limitation of Liability

9.1 Without prejudice to clause 9.2, the Company's maximum aggregate liability for breach of this agreement (including any liability for the acts or omissions of its officers employees, agents and independent contractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed £1.
9.2

Nothing in this agreement shall exclude or in any way limit:

  • either party's liability for death or personal injury caused by its own negligence;
  • either party's liability for fraud or fraudulent misrepresentation; or
  • either party's liability for the wilful misconduct of that party, its officers, employees, agents, or independent contractors
9.3

Without prejudice to clause 9.2, the Company shall be not be liable under this agreement for any:

  • loss of profit;
  • loss of revenue;
  • loss of business; or
  • indirect or consequential loss or damage;

sustained by the Client, however caused, even if foreseeable.

10. Screen Credit

  If the Services provided under this agreement include the services of The Grip Company (UK) Ltd the Client shall procure for the Company a screen credit for The Grip Company (UK) Ltd in the form a screen credit, to be included in all negative or positive prints or video tape or digital recording on the card or roller usually devoted to such credits.

11. Showreel

  Subject to any holdbacks required by any broadcaster and/or distributor, the Company shall have access to a high-quality master for its or Jem Morton and Tom North’s showreels, from which it is permitted to use up to 5 (five) minutes footage for each showreel.

12. Termination

12.1

Without affecting any other right or remedy available to it, the Company may terminate this agreement with immediate effect by giving notice to the Client if:

  1. the Client fails to pay any amount due under this agreement on the due date for payment;
  2. the Client commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified to do so;
  3. the Client repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
  4. the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
  5. the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
  6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client (being a company);
  7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Client (being a company);
  8. the holder of a qualifying floating charge over the assets of the Client has become entitled to appoint or has appointed an administrative receiver;
  9. a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client;
  10. a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Client's assets and such attachment or process is not discharged within [14] days;
  11. any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1(d) to clause 12.1(j) (inclusive); or
  12. the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
12.2 For the purposes of clause 12.1(b), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the Company would otherwise derive from a substantial portion of this agreement. In determining whether any breach is material no regard shall be had to whether it occurs by accident, mishap, mistake or misunderstanding.

13. Consequences of termination

13.1

Upon termination of this agreement, however caused:

  1. the Company's consent to the Client's possession of the Equipment shall terminate and the Company  may, by its authorised representatives, without notice and at the Client’ expense, retake possession of the Equipment and for this purpose may enter any premises at which the Equipment is located; and
  2. the Client shall pay to the Company on demand:
    1. all sums due under this agreement and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 4.4;
    2. and any costs and expenses incurred by the Company in recovering the Equipment and/or in collecting any sums due under this agreement (including any storage, insurance, repair, transport, legal and remarketing costs).
13.2 Upon termination of this agreement pursuant to clause 12.1 or any other repudiation of this agreement by the Client which is accepted by the Company, without prejudice to any other rights or remedies of the Company, the Client shall pay to the Company on demand a sum equal to the sum that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the engagement.
13.3 The sums payable pursuant to clause 13.2 shall be agreed compensation for the Company’s loss and shall be payable in addition to the sums payable pursuant to clause 13.1(b).
13.4 Termination or expiry of this agreement 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 agreement which existed at or before the date of termination or expiry.

14. Force majeure

  The Company shall not be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

15. Assignment and other dealings

  This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

16. Entire agreement

16.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

17. Variation

  No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. Third party rights

18.1 Except as expressly provided in clauses 5, 6, 8.1, 9.1 and 10, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
18.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.

19. Waiver

  No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20. Severance

20.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
20.2 If one party gives notice to the other of the possibility that or it becomes apparent to either party that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Governing law

  This 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.

22. Jurisdiction

  Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

23. Commencement

  This agreement shall be deemed to have commenced on the date that the Client confirms the Job Specification in the manner prescribed in the Job Specification or the date the engagement begins, whichever is the sooner.