On the acceptance of any quotation / schedule of works the Client agrees to the below terms and conditions unless otherwise agreed in writing.

CONDITIONS RELATING TO TESTS, INVESTIGATIONS, CONSULTING AND ALL CONTRACTING SERVICES

1.0 DEFINITIONS

1.1 'The Company' shall mean Rossco Ltd and where the context permits its employees, agents or subcontractors.

1.2 'The Company' shall mean any person or persons, firm or corporate body that instructs, or is co-sponsor with, The Company to carry out test investigations, research or similar work.

1.3 'Agree' shall mean agreed between the Client and The Company.

1.4 'Equipment' shall mean plant, machinery or other devices of any kind in respect of which The Company undertakes to carry out tests, make investigations or issue reports, certificates, information or advice.

2.0 GENERAL

2.1 Upon acceptance of quotation of works the Client agrees to all terms and Conditions set out within:

2.1.1 These Terms and Conditions shall apply to the provision of Services by the Company to the Client.

2.1.2 In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Company in writing.

2.2 These conditions shall apply to all work undertaken by The Company for the Client and no additions or variations to these conditions shall apply unless agreed in writing.

2.3 If the Client is an agent acting on behalf of a principal, the obligations of the Client s set out herein may be transferred to the principal provided that The Company has agreed in writing to this arrangement before being given instructions to proceed with the work.

2.4 The Company reserves the right to decline to accept an order for work without being required to give a reason.

2.5 Any contract may be terminated by either party before completion by giving one month's notice in writing. The Client will be responsible for any charges incurred or committed up to the date of termination on the quantum merit basis.

3.0 CHARGES

3.1 Charges for work shall be in accordance with a quotation submitted to the Client by The Company. In the event of The company agreeing to carry out any work without the Client's written acceptance of a quotation, then The company shall be entitled to reasonable remuneration for the work performed by it.

3.2 Quotations shall be open for acceptance within 30 days unless agreed otherwise in writing.

3.3 Unless agreed in writing to the contrary, all prices or rates in quotations submitted by The Company are on a fluctuating price basis and are subject to any variation that Is consequent upon changes in staff salary scales or in the prices of materials, travelling or other costs.

4.0 TESTING

4.1 Testing will normally be carried out in accordance with `good practice` commensurate with membership of the IOA and the level of accuracy and detail required by the client or implied by the criteria that the client is requiring the testing to satisfy. In the event of adhesion to particular standards being a requirement of the testing procedure, that specification that must be agreed prior to commencement.

4.1.1 By arrangement tests may be witnessed by the Client or his representative, but The Company shall be entitled to charge for any additional costs thereby incurred.

5.0 USE OF REPORTS OR CERTIFICATES ISSUED BY COMPANY

5.1 No report or abridgement or abstract of a report shall be used in any company prospectus, advertisement or other publication or reproduced or without the prior written consent of The Company. No certificate issued by The Company shall be published except in full without the prior written permission of The Company.

5.2 The Company reserve the copyright in any report or certificate issued by it and no such report or certificate shall be used in any legal or arbitration proceedings without the consent of The Company, except to the extent that may be required by law.

5.3 The source code version of any software program created and developed by The Company either alone or in conjunction with the Client shall be and remain the exclusive property of The Company and notwithstanding the release of the source code to the Client, which shall be at the absolute discretion of and upon terms determined by The Company all confidential information and intellectual property rights in the source code shall remain vested in The Company.

5.4 The Client shall procure that its employees, agents, contractors and sub-contractors shall take all such steps as shall from time to time be necessary to protect the confidential information and intellectual property rights of The Company in the source code.

5.5 All software programs and program documentation designed and written by The Company either alone or in collaboration with the Client shall be and remain the absolute property of the Company, and all confidential information of The Company and all copyright, trademarks and other intellectual property rights in the software programs and / or software documentation are the exclusive property of The Company.

6.0 CONFIDENTIALITY

6.1 The Company shall treat all information obtained from the Client and from tests, investigations and consultancy carried out for the Client as confidential. No such information shall be disclosed to a third party without the consent of the Client.

7.0 LIMITATION OF LIABILITY

7.1 The Company shall exercise all reasonable skill, care and diligence in the discharge of the duties performed and in producing any report, certificate, information or advice. However, The Company shall not be liable for any loss or damage, whether direct or indirect, arising from the use of reports, certificates, information or advice issued by it.

7.2 The Company shall not be liable for any damage, loss or expense suffered by the Client by reason of any delay in carrying out any test, investigation or consultancy or in issuing any reports, certificates, information or advice to the Client.

7.3 For tests, investigations or consultancy carried out in premises other than those of The Company:

7.3.1 The client shall be responsible for obtaining any necessary permission or permit for The Company employees to have access to all relevant parts of the premises.

7.3.2 The Company shall not bear any liability for any damage, loss or theft to equipment during investigations or consultancy undertaken by The Company for the Client.

7.3.3 The Client shall pay for all costs and charges incurred by The Company in collecting any equipment for testing that is lost, damaged or stolen. The Company will take reasonable care to ensure that the equipment is secured, but shall not be liable for any damage to, theft or loss of such equipment.

7.3.4 The Client shall ensure that the owners or occupiers of the premises have insurance to cover any liabilities that may arise from:

7.3.4.1 - injury to The Company staff while on the premises

7.3.4.2 - accidental damage to equipment or property of The Company while on the premises

7.3.4.3 - damage or injury to third parties caused by or resulting from the tests, investigations or constancy of The Company

7.4 The Client shall indemnify The Company against:

7.4.1 Any claim, loss, damage or expense suffered by The Company or its employees or property as a result of any investigating or consultancy which has not been disclosed in writing to the Company prior to commencement of works.

7.5 The Company shall provide £250,000 professional indemnity insurance per service.

8.0 PAYMENT

8.1 Payment shall be made by the Client (or as provided in clause 2.2 by the Client's principal) within 5 days of an invoice being submitted by The Company.

8.2 The Company reserve the right to submit regular progress claims.

8.3 No report shall be submitted to the Client by the company until full funds are cleared unless agreed in writing.

8.4 All charges shall be paid without deduction. In the event of an error or query on the invoice, payments shall be made to The Company of the whole amount claimed less the amount queried or in error.

8.5 The company requires payment to terms. Payment must be made on time, in full, and without any deduction, set off or counterclaim. In the event that an account is outstanding, we will refer the matter to our debt collection agents, `Credit Limits International Ltd` which will incur costs of 15% + vat. Any costs incurred to collect the debt will be added to the debt, plus VAT at the prevailing rate. The Client agrees that the Client will be legally liable to pay the company that surcharge, and that payment of the same can be enforced against you in court. The Client also agree to pay interest at the relevant reference rate provided for under the Late Payment of Commercial Debts (Interest) Act 1998, which interest is payable both after and before any judgment of the court and continues to accrue.

9.0 ARBITRATION

9.1 In the event of a dispute or difference arising from these conditions or the interpretation thereof or otherwise arising as a result of work carried out by The Company for the Client under these conditions, such dispute or difference shall be referred to arbitration by a single arbitrator mutually agreed between the parties or, failing such agreement, by an arbitrator nominated by the President of the Institute of Arbitrators. Any such arbitration shall be conducted in accordance with the Arbitration Act 1950 and by application of the law of England.

9.0 In the event of any conflict between any terms of any order raised by the Client and their standard terms of business, it shall be an express term of any such contract that that these terms shall take precedence. For the avoidance of doubt, The Company will not enter into any Agreement without the incorporation of those terms.

TERMS AND CONDITIONS FOR THE SUPPLY AND INSTALLATION OF SOUND INSULATION, ISOLATION AND ABSORBANT MATERIALS BY ROSSCO LTD

1. APPLICATION

1.1 These Terms and Conditions shall apply to the provision of Products and Services by the Supplier to the Client.

1.2 In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Supplier in writing.

1.3 Upon acceptance of quotation of works the Client agrees to all terms and Conditions set out within:

2. DEFINITIONS AND INTERPRETATION

2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

"Business Day" means a day (excluding Saturdays) on which banks generally are open for the transaction of normal banking business;

"Client" means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assignees) which purchases services from the Supplier;

"Commencement Date" means the commencement date for the agreement as set out in the Schedule;

"Structure" The elements used to construct the fabric of the building including pipes, fixtures and fittings

"Fees" means the fees payable by the Client under Clause 4 in accordance with the Terms of Payment;

"Services" means the services to be provided by the Supplier to the Client as set out in the Schedule;

"Supplier" means Rossco Ltd.

"Terms of Payment" means the terms of payment of Fees as set out in the Schedule/quotation of works.

2.2 Unless the context otherwise requires, each reference in these Terms and Conditions.

2.2.1 "writing", and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

2.2.3 "these Terms and Conditions" is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;

2.2.4 a Schedule is a schedule to these Terms and Conditions; and

2.2.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.

2.2.6 a "Party" or the "Parties" refer to the parties to these Terms and Conditions.

2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

2.4 Words imparting the singular number shall include the plural and vice versa.

2.5 References to any gender shall include the other gender.

3. The Products and Services

3.1 With effect from the Commencement Date the Supplier shall, in consideration of the Fees being paid in accordance with the Terms of Payment provide the Products and Services to the Client.

3.2 The Supplier will use reasonable care and skill to manufacture the products and perform the Services.

3.3 It is the clients responsibility to consult on any structural works that may be required. The supplier takes no responsibility for damages caused to structure from works undertaken.

3.4 Unless otherwise stated in writing in the schedule / quotation of works, the supplier does not guarantee the works to pass any commissioning test carried out post works.

3.5 The Supplier shall use all reasonable endeavours to complete its obligations under these Terms and Conditions, but time will not be of the essence in the performance of these obligations.

4. FEES

4.1 The Client agrees to pay the Fees in accordance with the Terms of Payment.

4.2 In addition the Supplier shall be entitled to recover from the Client his reasonable incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.

4.3 The Client will pay the Supplier for any additional services provided by the Supplier that are not specified in the Schedule in accordance with the Supplier's then current, applicable daily rate in effect at the time of the performance or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for expenses.

4.4 All sums payable by either Party pursuant to these Terms and Conditions are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which that Party shall be additionally liable.

5. PAYMENT

5.1 All payments required to be made pursuant to these Terms and Conditions by either Party shall be made in full upon completion of the provided Services, in British Pounds in cleared funds payable into the nominated bank account, in cash or by relevant cheque. A deposit of 50% is required upfront upon confirmation of acceptance of Services and prior to the start date of the aforementioned Services.

5.2 The time of payment shall be of the essence and is due on receipt of invoice. Unless agreed in writing no credit terms will be made available.

5.3 The Supplier requires payment to terms. Payment must be made on time, in full, and without any deduction, set off or counterclaim. In the event that an account is outstanding, we will refer the matter to our debt collection agents, `Credit Limits International Ltd`, which will incur costs of 15% + vat. Any costs incurred to collect the debt will be added to the debt, plus VAT at the prevailing rate. The Client agrees that the Client will be legally liable to pay the Supplier that surcharge, and that payment of the same can be enforced against you in court. The Client also agree to pay interest at the relevant reference rate provided for under the Late Payment of Commercial Debts (Interest) Act 1998, which interest is payable both after and before any judgment of the court and continues to accrue.

5.4 Should materials be purchased in advance of works, due to delivery lead times, the Client will be responsible to the supplier for payment of these materials, even in the event of contract termination.

6. VARIATION AND AMENDMENTS

6.1 If the Client wishes to vary any details of the Schedule he must notify the Supplier in writing as soon as possible. The Supplier shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client.

6.2 If, due to circumstances beyond the Supplier's control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client immediately. The Supplier shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.

7. TERMINATION

7.1 The Supplier may terminate the agreement immediately if:

7.1.1 the Client is in breach of any of his obligations hereunder;

7.1.2 the Client has entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with his creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of his undertakings or assets;

7.1.3 the Client has become bankrupt or shall be deemed unable to pay his debts by virtue of Section 123 of the Insolvency Act 1986;

7.1.4 the Client ceases or threatens to cease to carry on business; or

7.1.5 any circumstances whatsoever beyond the reasonable control of the Supplier (including but not limited to the termination of the service through no fault of the Supplier) arise that necessitate for whatever reason the termination of the provision of services.

7.2 In the event of termination under sub-Clause 7.1 the Supplier shall retain any sums already paid to it by the Client without prejudice to any other rights the Supplier may have whether at law or otherwise.

8. SUB-CONTRACTING

The supplier reserves the right to sub-contract the performance of any of its obligations under these Terms and Conditions to any person without the prior consent of the other Party, that Party shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of the supplier itself.

9. LIABILITY

9.1 If the Supplier fails to perform the Services with reasonable care and skill it will carry out remedial action at no extra cost to the Client.

9.2 The Client shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier arising from loss or damage to any equipment (including that of third parties) caused by the Client, or his agents or employees.

9.3 The Supplier shall not be liable to the Client or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations if the delay or failure was due to any cause beyond the Supplier's reasonable control.

10. FORCE MAJEURE

Neither the Client nor the Supplier shall be liable for any failure or delay in performing their obligations under these Terms and Conditions where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

11. WAIVER

11.1 No waiver by the Supplier of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of these Terms and Conditions shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which the waiver is given.

11.2 No failure or delay on the part of any Party in exercising any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.

12. SEVERANCE

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.

13. COPYRIGHT

The Supplier reserves all copyright and any other rights (if any) which may subsist in the Products of, or in connection with, the provision of the Services or facilities. The Supplier reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.

14. NOTICES

14.1 All notices under these Terms and Conditions shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

14.2 Notices shall be deemed to have been duly given:

14.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

14.2.2 when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or

14.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

14.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid. in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

14.3 Service of any document for the purposes of any legal proceedings concerning or arising out of these Terms and Conditions shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.

15. LAW AND JURISDICTION

15.1 These Terms and Conditions shall be governed by the laws of England and Wales.

15.2 Any dispute between the Parties relating to these Terms and Conditions shall fall within the jurisdiction of the courts of England and Wales.

TERMS AND CONDITIONS FOR THE SUPPLY, INSTALLATION AND OPERATION OF SOUND SYSTEMS AND EQUIPMENT BY ROSSCO LTD

1. For the purpose of these conditions, ‘The Company’ shall be deemed to refer to ‘Rossco Ltd’ and ‘The Customer’ to any company, partnership or individual who shall enter into any agreement with Capital Sound Hire Ltd. This contract shall be governed by English Law.

2. All equipment remains the property of the Company.

3. Hire charges are based on the period of the contract irrespective of whether or not the equipment is in use.

4. Hire commences upon collection from the Company and ceases upon return to the Company. Equipment is not regarded as returned until it is checked and inspected by an authorised member of the Company’s staff and a formal receipt is issued by the Company.

5. Equipment hired will be entirely at the Customer’s risk during the hire period and the Customer will be responsible for any loss or damage thereto howsoever arising. The Customer undertakes responsibility for insuring equipment against ‘all-risks’ to full replacement value. Any loss or damage to the equipment is to be reimbursed to the Company by the Customer to the full replacement value thereof.

6. It is the hirer’s responsibility to ensure that all equipment is suitably covered to protect from liquid/moisture damage. This extends to weather related liquids- rain, sleet and snow and also audience related liquids such as thrown or spilled drinks of any description. Any damage resulting from liquids on equipment will be passed on to the hirer along with downtime of potential hire periods.

7. Any damage to, or failure or, or defect in any hired equipment must be notified to the Company within 24 hours of its occurrence, and be confirmed in writing within three days of initial notification. In the absence of such notification the Customer will be charged with the cost or repair and replacement.

8. The Customer will be responsible for ensuring that any relevant regulations, rules or statutory provisions governing, or relating to, the use of the hired equipment are complied with during the period of hire and the Company in no way assumes liability for the consequence of any non-compliance with any such regulations, rules or statutory provisions.

9. Equipment will be supplied to the Customer in normal working order. The Company’s liability for any defect, or failure of the equipment hired is limited to the rectification of any defect of failure arising from normal usage.

10. The Customer undertakes to ensure that the Company’s equipment shall not be used for any purpose beyond its intended capacity or in any manner likely to result in undue deterioration of the equipment.

11. The Company cannot be responsible for any injuries to personnel or damage to property consequential to and arising from any improper use of the equipment by the Customer, during the period of hire.

12. The Company cannot be held responsible for sound quality from the equipment if operated by third parties (i.e. `visiting` sound engineers employed by the Customer or insisted upon by a performer).

13. Where the Company`s supplied system is being operated by Customer’s engineer and under the control of the Customer, the Company employed system technician will step in to correct sound or reduce level only if approached directly by a representative from the Promoter (i.e. the production manager or promoters representative) and react accordingly. This specifically relates to situations where the event/show is working to local authority noise guidelines and buildings with similar guidelines. If the Company employed system tech has been notified in advance of noise guidelines by the representative from the promoter then the Company supplied system technician can step in and make adjustments to stay within agreed limits.

14. Equipment must not be altered by the Customer or modified in any way. In particular, cables must not be cut and plugs and sockets must not be rewired by the Customer. Any equipment found to have been modified or in any way altered and any cables or components found to have been damaged by cutting or attempts at modification will be charged at replacement price upon return.

15. The Customer will be responsible for advising the Company as to the location of the hired equipment during the period of hire and in any change of location.

16. No equipment hired from the Company may be taken outside the Mainland of Great Britain, either to any offshore island or to any foreign country without the written consent of the Company.

17. It is an express condition of the hire that the Customer shall not offer for hire to any third party or parties any equipment which is the property of the Company, without the written consent of the Company.

18. If agreed charges are not paid on the due date then the Company will reserve the right to repossess the hired items and will not be liable for any damage or loss which may be suffered by the Customer as a consequence of any such repossession.

19. In the event of any equipment ordered not being available for the hire through circumstances beyond the control of the Company, the Company reserves the right to offer substitute equipment of similar quality for all or part of the duration of hire.

20. No information or data contained in any of the Company’s catalogues or price lists shall be deemed to constitute any part of a contract hire, such information being for the purpose of general description only.

21. Before issuing any equipment hire, the Company may require a deposit from the Customer which may be a sum up to the full replacement cost of the equipment hired. Similarly, the Company may, at its discretion require payment of the full hire charge in advance.

PRIVATE EVENT