TERMS AND CONDITIONS OF HIRE: BELGIUM

1 Interpretation

1.1 In these Terms:

“ES Broadcast Hire” means ES Broadcast Hire BVBA (company number: BE0687.742.371) whose registered office is at 1930 Zaventem, Weiveldlaan 41.;

“Business Day” means a day, other than a Saturday, Sunday or public holiday in Belgium;

“Contract” means the contract between ES Broadcast Hire and the Hirer for the hire of the Equipment in accordance with these Terms;

“Equipment” means the equipment (including any parts, accessories, manuals and instructions provided for it, as well as any substitutions, replacements or renewals of such equipment) which ES Broadcast Hire is to supply in accordance with these Terms, as set out in the quotation provided by ES Broadcast Hire to the Hirer;

“Hire Period” means the period of hire as set out in Clause 4;

“Hirer” means the company or firm which hires the Equipment from ES Broadcast Hire in accordance with these Terms;

“Software” as defined in Clause 12.1;

“Terms” means ES Broadcast Hire’s standard terms of hire set out in this document and (unless the context otherwise requires) includes any special terms agreed in writing between the Hirer and ES Broadcast Hire.

1.2 Clause headings shall not affect the interpretation of these Terms.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.8 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.9 A reference to writing or written includes fax and e-mail.

1.10 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.11 References to clauses are to the clauses of these Terms.

1.12 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.

2 Basis of the Hire

2.1 ES Broadcast Hire shall hire the Equipment to the Hirer in accordance with ES Broadcast Hire’s Terms which shall govern the Contract between the parties to the exclusion of any other terms.

2.2 No variation to these Terms shall be binding unless agreed in writing between the authorised representatives of the Hirer and ES Broadcast Hire.

2.3 Any advice or recommendation given by ES Broadcast Hire or its employees, agents or representatives to the Hirer or its employees, agents or representatives as to the storage, application and use of the Equipment if followed is acted on entirely at the Hirer’s own risk and accordingly ES Broadcast Hire shall not be liable for any such advice or recommendation.

3 Orders

3.1 Any order submitted by the Hirer to hire the Equipment constitutes an offer by the Hirer to hire the Equipment in accordance with these Terms. The Hirer shall be responsible to ES Broadcast Hire for ensuring the accuracy of any order (including any applicable specification) submitted by the Hirer.

3.2 The order shall only be deemed to be accepted when ES Broadcast Hire indicates its acceptance of the order, at which point the Contract shall come into existence.

3.3 A quotation for the hire of the Equipment given by ES Broadcast Hire shall not constitute an offer and will only be valid for a period of 30 days from its issue date or any other date as indicated in the quotation by ES Broadcast Hire.

3.4 The description of the Equipment and any specification for it shall be as set out in ES Broadcast Hire’s quotation.

4 Hire Period

4.1 The Hire Period commences upon dispatch of the Equipment by ES Broadcast Hire as specified in clause 7 below.

4.2 The Hire Period terminates on the day of return of the all Equipment to ES Broadcast Hire as set out in the quotation or as otherwise agreed in writing between the parties, unless terminated earlier in accordance with these Terms.

4.3 If the parties agree to extend the Hire Period, an additional charge in respect of such extended hire shall be agreed and shall be payable by the Hirer to ES Broadcast in accordance with clauses 5 and 6 below.

5 Hire Charges

5.1 Payment for hire of the Equipment shall be ES Broadcast Hire’s quoted or previously agreed rate.

5.2 All rates quoted are valid for 30 days only, unless agreed otherwise in writing, after which they may be altered by ES Broadcast Hire without giving notice to the Hirer.

5.3 ES Broadcast Hire reserves the right by giving notice to the Hirer at any time before delivery of the Equipment, to increase the rate of the hire of the Equipment to reflect any increase in costs to ES Broadcast Hire which is due to any factor beyond the control of ES Broadcast Hire (such as, without limitation, alteration of duties, significant increase in the cost of labour, materials or other costs), any change in delivery dates, quantities or specifications for the Equipment which is requested by the Hirer or any delay caused by any instructions of the Hirer or failure of the Hirer to give ES Broadcast Hire adequate information or instructions.

5.4 Any amounts payable under the Contract are exclusive of any applicable value added tax and any other applicable taxes and duties or similar which the Hirer shall be additionally liable to pay to ES Broadcast Hire.

6 Terms of Payment

6.1 Subject to any special terms agreed in writing between the Hirer and ES Broadcast Hire,
ES Broadcast Hire shall invoice the Hirer on or at any time after delivery of the Equipment.

6.2 The Hirer shall pay the full charges for the Hire Period without any set-off, counterclaim, deductions or withholding on the terms agreed in writing between the parties and ES Broadcast Hire shall be entitled to recover payment. The time of payment shall be of the essence of the Contract. Receipt for the payment shall be issued only on request.

6.3 If the Hirer fails to make any payment on the due date then, without limiting any other right to remedy available to ES Broadcast Hire, ES Broadcast Hire may:

6.3.1 terminate the Contract or suspend any further deliveries to the Hirer; and/or

6.3.2 charge the Hirer interest (both before and after any judgment) on the amount paid at the rate of 10% per annum, until payment in full is made (part of a month being treated as a full month for the purpose of calculating interest).

6.3.3 Charge the hirer a compensation of 10% of the invoiced amounts.

7 Delivery

7.1 Delivery of the Equipment shall be made either

7.1.1 by the Hirer or its agent collecting the Equipment at ES Broadcast Hire’s premises; or

7.1.2 by ES Broadcast Hire or its agent delivering the Equipment to a place agreed by the parties.

7.2 The hire sheet must be signed by the Hirer or its authorised representative. By so signing, the Hirer accepts that the Equipment is of satisfactory quality and fit for its purpose.

7.3 Any damage to the Equipment on delivery must be noted by the Hirer or its authorised representative on the hire sheet. If the Hirer does not notify ES Broadcast Hire accordingly, the Hirer shall not be entitled to reject the Equipment and ES Broadcast Hire shall have no liability for any defect or failure (save as regards any latent defects not reasonably apparent on inspection).

8 Risk and Property

8.1 Risk of damage, loss, theft or destruction of the Equipment shall pass to the Hirer on dispatch of the Equipment. The Equipment shall remain at the sole risk of the Hirer during the Hire Period and any further term during which the Equipment is in the possession, custody or control of the Hirer until such time as the Equipment is redelivered to ES Broadcast Hire.

8.2 Ownership of the Equipment shall at all times remain with ES Broadcast Hire and the Hirer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to these Terms).

9 Hirer’s use of the Equipment

9.1 The Hirer shall not make any modifications to the Equipment, dismantle the Equipment nor remove from the Equipment any notice, bar code or serial number without the prior written consent of ES Broadcast Hire.

9.2 The Hirer shall not permit the Equipment to be used in any hazardous or dangerous manner.

9.3 It is the Hirer’s responsibility to ensure that the Equipment is kept and operated in a suitable environment and is used only in a proper manner for the purpose for which it was intended and designed by a competent person or persons without risk to health and safety and not contrary to any law, and operated in a proper manner by trained competent staff in accordance with any operating instructions.

9.4 The Hirer must apply for any licences, authorisations or permits necessary regarding possession and use of the Equipment in any jurisdiction.

9.5 The Hirer shall during the term of the Contract:

9.5.1 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 Hire Period (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Equipment;

9.5.2 permit ES Broadcast Hire or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter upon the Hirer’s premises or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;

9.5.3 maintain operating and maintenance records of the Equipment and make copies of such records readily available to ES Broadcast Hire, together with such additional information as ES Broadcast Hire may reasonably require;

9.5.4 not, without the prior written consent of ES Broadcast Hire, 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;

9.5.5 not without the prior written consent of ES Broadcast Hire, 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. 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 Hirer shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify ES Broadcast Hire against all losses, costs or expenses incurred as a result of such affixation or removal;

9.5.6 not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of ES Broadcast Hire in the Equipment and, where the Equipment has become affixed to any land or building, the Hirer must take all necessary steps to ensure that ES Broadcast Hire may enter such land or building and recover the Equipment both during the term of the Contract 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 ES Broadcast Hire of any rights such person may have or acquire in the Equipment and a right for ES Broadcast Hire to enter onto such land or building to remove the Equipment;

9.5.7 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 Hirer shall notify ES Broadcast Hire and the Hirer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify ES Broadcast Hire on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;

9.5.8 not use the Equipment for any unlawful purpose;

9.5.9 ensure that at all times the Equipment remains identifiable as being the ES Broadcast Hire’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment; and

9.5.10 not do or permit to be done anything which could invalidate the insurances referred to in clause 14 below.

10 Redelivery and Storage

10.1 The Equipment must be returned by the Hirer to ES Broadcast Hire at the end of the Hire Period or on termination of the Contract for any reason (whichever is earliest) at the Hirer’s own risk and expense in good condition and state of repair either:

10.1.1 by the Hirer returning the Equipment to ES Broadcast Hire’s premises; or

10.1.2 by ES Broadcast Hire collecting the Equipment from a location agreed between the parties.

10.2 Prior to its return the Hirer must erase all recorded content whether audio, data or video.

10.3 ES Broadcast Hire is entitled to retake possession of the Equipment in the event of the Hirer’s failure to return it and to exercise its full rights for retaking possession including entry onto land or premises for that purpose.

11 Warranties and Liability

11.1 ES Broadcast Hire warrants that the Equipment shall substantially conform to its specification (as made available by ES Broadcast Hire), be of satisfactory quality and fit for any purpose held out by ES Broadcast Hire.

11.2 ES Broadcast Hire shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow instructions (whether oral or in writing), misuse or alteration or repair of the Equipment without ES Broadcast Hire’s approval.

11.3 ES Broadcast Hire shall be under no liability in respect of any parts, materials, or equipment in respect of which the Hirer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to ES Broadcast Hire.

11.4 If for any reason ES Broadcast Hire is unable to provide the Equipment under the Contract, ES Broadcast Hire shall bear no responsibility to the Hirer for any loss including consequential loss arising thereon.

11.5 Subject as expressly provided in these Terms, all warranties, conditions and other terms implied by statute are excluded to the fullest extent permitted by law.

11.6 Except in respect of any liability which cannot be excluded or limited by law including liability for death or personal injury caused by ES Broadcast Hire’s negligence, ES Broadcast Hire shall not be liable to the Hirer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term or under the express term of the Contract, for loss of profit or for any indirect special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of ES Broadcast Hire, its employees or agents or otherwise) which arise out of or in connection with the supply of the Equipment (including any delay in supplying or any failure to supply the Equipment in accordance with the Contract or at all) or their use by the Hirer, and the entire liability of ES Broadcast Hire under or connection with the Contract shall not exceed the total hire payments payable by the Hirer to ES Broadcast Hire under the Contract.

12 Software

12.1 Whilst ES Broadcast Hire shall endeavour to provide the required version of any software in relation to the Equipment (“Software”), it is the Hirer’s entire responsibility to ensure any equipment, system and/or network compatibility unless otherwise agreed in writing in advance.

12.2 Any Software is provided as part of the Equipment, Such Software is provided on an “as is” basis and ES Broadcast Hire does not warrant or guarantee that the Hirer’s use of the Software will be uninterrupted or error-free.

12.3 Except as expressly set out in these Terms or as permitted by any local law, the Hirer undertakes:

12.3.1 not to copy the Software, except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;

12.3.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

12.3.3 not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things, except to the extent that (by virtue of article XI.300 of the Belgian Economic Law Code) such actions cannot be prohibited because they are necessary to decompile the Software to obtain the information necessary to create an independent program that can be operated with the Software or with another program (“Permitted Objective”), and provided that the information obtained by the Hirer during such activities:

(a) is used only for the Permitted Objective;

(b) is not disclosed or communicated without ES Broadcast Hire’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and

(c) is not used to create any software that is substantially similar in its expression to the Software;

12.3.4 to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;

12.3.5 to include our copyright notice on all entire and partial copies of the Software in any form;

12.3.6 not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from ES Broadcast Hire; and
12.3.7 to comply with all applicable technology control or export laws and regulations.

13 Loss or damage to Equipment

13.1 The Hirer has responsibility for the safe keeping of the Equipment throughout the Hire Period.

13.2 The Hirer must immediately inform ES Broadcast Hire of any failure of damage to or loss of the Equipment.

13.3 The Hirer shall not carry out any repairs to the Equipment arising out of misuse or mishandling of the Equipment without first obtaining ES Broadcast Hire’s authority to do so.

13.4 The Hirer shall indemnify ES Broadcast Hire in full for the costs of any repairs.

13.5 The Hirer shall indemnify ES Broadcast Hire in full for the replacement of any lost or damaged Equipment or Equipment which in the view of ES Broadcast Hire is uneconomic to repair in the value of new replacement equipment and for any consequential loss to ES Broadcast Hire arising out of the loss or damage of the Equipment.

13.6 During any period in respect of which the Hirer has not already paid to ES Broadcast Hire any hire charges for Equipment which is lost or damaged, until such lost or damaged Equipment is replaced or repaired the Hirer shall compensate ES Broadcast Hire in full for the loss of use of the lost or damaged Equipment at a rate equivalent to the hire charges currently made by ES Broadcast Hire for such equipment.

13.7 The Hirer acknowledges that ES Broadcast Hire shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Hirer or its officers, employees, agents and contractors, and the Hirer undertakes to indemnify ES Broadcast Hire on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Hirer to comply with the terms of the Contract.

14 Insurance

14.1 The Hirer shall keep insured for the Hire Period all Equipment with reputable insurers approved by ES Broadcast Hire for:

14.1.1 all loss, damage, destruction by fire, theft, accident and such other risks to the Equipment to a value not less than its full replacement value; and

14.1.2 any third party or public liability risks in connection with the Equipment for a minimum of £5,000,000.

14.2 The Hirer shall on demand provide ES Broadcast Hire with the insurance certificates and details of the above policies.

14.3 The Hirer shall ensure that the insurance policies referred to above name ES Broadcast Hire as additional named assured for all rights and interests under the policies without ES Broadcast Hire being liable to pay premiums for the policies.

15 Termination

15.1 Without affecting any other right or remedy available to it, ES Broadcast Hire may terminate the Contract with immediate effect by giving notice to the Hirer if:

15.1.1 the Hirer commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so;

15.1.2 the Hirer repeatedly breaches any of the terms of the Contract 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 the Contract;

15.1.3 the Hirer 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 chapter XX article XI.300 of the Belgian Economic Law Code.

15.1.4 the Hirer 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 other than for the sole purpose of a scheme for a solvent amalgamation of the Hirer with one or more other companies or the solvent reconstruction of the Hirer;

15.1.5 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 Hirer other than for the sole purpose of a scheme for a solvent amalgamation of the Hirer with one or more other companies or the solvent reconstruction of the Hirer;

15.1.6 an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the Hirer;

15.1.7 the holder of a qualifying floating charge over the assets of the Hirer has become entitled to appoint or has appointed an administrative receiver;

15.1.8 a person becomes entitled to appoint a receiver over all or any of the assets of the Hirer or a receiver is appointed over all or any of the assets of the Hirer;

15.1.9 a creditor or encumbrancer of the Hirer 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 Hirer’s assets and such attachment or process is not discharged within 14 days;

15.1.10 any event occurs, or proceeding is taken, with respect to the Hirer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.1.3 to clause 15.1.9 (inclusive); or

15.1.11 the Hirer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

15.2 This Contract shall automatically terminate if, due to the Hirer’s default, the Equipment is, in ES Broadcast Hire’s reasonable opinion damaged beyond repair, lost, stolen, seized or confiscated.

15.3 The Hirer may only terminate the Contract with the agreement in writing of ES
Broadcast Hire and on terms that the Hirer shall indemnify ES Broadcast Hire in full against all loss (including loss of profit), costs (including the cost of all labour and materials), damages, charges and expenses incurred by ES Broadcast Hire as a result of cancellation.

16 Consequences of termination

16.1 Upon termination of the Contract, however caused:

16.1.1 ES Broadcast Hire’s consent to the Hirer’s possession of the Equipment shall terminate and ES Broadcast Hire may, by its authorised representatives, without notice and at the Hirer’s expense, retake possession of the Equipment and for this purpose may enter the Hirer’s premises or any premises at which the Equipment is located; and

16.1.2 without prejudice to any other rights or remedies of the Hirer, the Hirer shall pay to ES Broadcast Hire on demand:
(a) all hire charges and other sums due but unpaid at the date of such demand together with any interest and compensation accrued pursuant to clause 6; and
(b) any costs and expenses incurred by ES Broadcast Hire in recovering the Equipment and/or in collecting any sums due under the Contract (including any storage, insurance, repair, transport, legal and remarketing costs).

16.2 Upon termination of the Contract pursuant to clause 15.1, any other repudiation of the Contract by the Hirer which is accepted by ES Broadcast Hire or pursuant to clause 15.2, without prejudice to any other rights or remedies of ES Broadcast Hire, the Hirer shall pay to ES Broadcast Hire on demand a sum equal to the whole of the hire payments 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.

16.3 The sums payable pursuant to clause 16.2 shall be agreed compensation for ES Broadcast Hire’s loss and shall be payable in addition to the sums payable pursuant to clause 16.1.2.

16.4 Termination or expiry of the 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 agreement which existed at or before the date of termination or expiry.

17 Confidential information

17.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 17.2.

17.2 Each party may disclose the other party’s confidential information:

17.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 17; and

17.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.

18 Assignment and other dealings

18.1 ES Broadcast Hire may at any time assign, transfer, mortgage, charge, subcontract, delegate declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

18.2 The Hirer shall not assign, transfer, mortgage, charge, subcontract, delegate declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of ES Broadcast Hire.

19 Export

19.1 The Hirer must provide ES Broadcast Hire with prior notification of its intention to take
the Equipment outside Belgium.

19.2 Subject to clause 19.1, the Hirer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Equipment as are required from time to time and, if required by ES Broadcast Hire, the Hirer shall make those licences and consents available to ES Broadcast prior to the relevant shipment. The Hirer shall be responsible for any delays or breaches of this Contract caused by its failure or delay in obtaining any such licences or consents.

19.3 ES Broadcast Hire may, at its sole discretion, provide such information as the Hirer requests to assist in obtaining any licences or consents required under clause 19.2. ES Broadcast Hire shall not be held liable for any inaccuracy or error in such information provided, nor shall any such inaccuracies or errors excuse the Hirer from its obligations or liabilities under clause 19.2.

20 Data Protection

20.1 For the purposes of these Terms, “Data Protection Legislation” means:

(a) unless and until the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) is no longer directly applicable in Belgium, the GDPR, the Data Protection Act 2018 and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in Belgium; and then

(b) any successor legislation to the GDPR.
and “data controller”, “data processor”, “personal data” and “data subject” shall each have the meanings as defined in the Data Protection Legislation.

20.2 Where ES Broadcast Hire is acting as a data controller when performing its obligations under the Contract, it will only process any personal data as set out in its Privacy Policy (https://esbroadcasthire.com/privacy), as such document may be amended from time to time in its sole discretion.

20.3 If ES Broadcast Hire processes any personal data on the Hirer’s behalf when performing its obligations under the Contract, the Hirer acknowledges that the Hirer will be the data controller and ES Broadcast Hire will be the data processor for the purposes of the Data Protection Legislation. ES Broadcast Hire may process personal data on the Hirer’s behalf including names and email addresses in order to fulfil its obligations under the Contract. ES Broadcast Hire will only process such personal data for as long as is necessary to comply with its obligations under the Contract.

20.4 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 20 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

20.5 Without prejudice to the generality of clause 20.4, the Hirer will ensure that it has all necessary and appropriate consents and notices in place to enable lawful transfer of the personal data to ES Broadcast Hire for the duration and purposes of the Contract.

20.6 Without prejudice to the generality of clause 20.4, ES Broadcast Hire shall, in relation to any personal data processed in connection with the performance by ES Broadcast Hire of its obligations under the Contract:

20.6.1 process that personal data only on the Hirer’s written instructions unless ES Broadcast Hire is required by the laws of any member of the European Union or by the laws of the European Union applicable to ES Broadcast Hire to process personal data (“Applicable Laws”). Where ES Broadcast Hire is relying on laws of a member of the European Union or European Union law as the basis for processing personal data, ES Broadcast Hire shall notify the Hirer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit ES Broadcast Hire from so notifying the Hirer;

20.6.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

20.6.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;

20.6.4 assist the Hirer, at the Hirer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

20.6.5 notify the Hirer without undue delay on becoming aware of a personal data breach;

20.6.6 at the Hirer’s written direction, delete or return personal data and copies thereof to the Hirer on termination of the Contract unless required by Applicable Law to store the personal data; and

20.6.7 maintain complete and accurate records and information to demonstrate its compliance with this clause 20.

20.7 The Hirer consents to ES Broadcast Hire appointing third-party processors of personal data under the Contract, provided that ES Broadcast Hire notifies the Hirer of the identity of any such third-party processors prior to their appointment and provided that ES Broadcast Hire informs the Hirer of any intended changes concerning the addition or replacement of any such third-party processors. ES Broadcast Hire confirms that it has entered or (as the case may be) will enter with any third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause. As between the Hirer and ES Broadcast Hire, ES Broadcast Hire shall remain fully liable for all acts or omissions of any third-party processor appointed by ES Broadcast Hire.

20.8 The Hirer consents to ES Broadcast Hire transferring personal data outside of the European Economic Area for the purposes of the Contract.

20.9 ES Broadcast Hire may at any time revise this clause 20 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme.

21.9 The Hirer shall defend, indemnify and hold ES Broadcast Hire harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Hirer’s failure to comply with this clause 20.

21 General

21.1 Notices under these terms shall be in writing addressed to the other parties at their registered office or principal place of business. Notices shall be delivered by hand or by pre-paid first-class post or other next working day delivery service or sent by email to the address notified in writing to the other party. Any notice or communication shall be deemed to have been received:

21.1.1 if delivered by hand, on signature of a delivery receipt;

21.1.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

21.1.3 if sent by email, at the time of transmission, or if this time falls outside of a Business Day or after 5pm on a Business Day, at 9.00 am on the next Business Day after transmission.

21.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall include e-mail.

21.3 This Contract 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. Each party acknowledges that in entering into this Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

21.4 Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

21.5 Unless it expressly states otherwise, this Contract does not give rise to any rights for third parties. The rights of the parties to rescind or vary this Contract are not subject to the consent of any other person.

21.6 No waiver by ES Broadcast Hire of any breach of the contract by the Hirer shall be considered as a waiver of any subsequent breach of the same or any other provision.

21.7 If any provision of the contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the contract and the remainder of the provision in question shall not be affected.

21.8 The Contract and any dispute or claim arising out of or in connection with it shall be governed by the laws of Belgium and the Hirer agrees to submit to the exclusive jurisdiction of the courts of Brussels, Belgium.