Unitbase

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TERMS & CONDITIONS OF USE:

The Agent: Unitbase.co.uk Limited a company incorporated in England under company number 4915147 whose registered office is at 15, Highbury Place, London N5 1QP as agent for the Principal.

The Client: The client referred to in the Hire Schedule. 

Recitals: 

(A). the Agent acts as agent for the Principal of the Premises. 

(B). the Client wishes to hire the Premises on the terms set out in this Agreement and in the Hire Schedule. 

(C). the Agent has full authority to enter into this Agreement on behalf of the Principal as the Principal’s Agent. 

1 Interpretation 

1.1 In these Conditions: 

"Agent" means Unitbase.co.uk Limited; 

"Agent’s Standard Charges" means the charges made by the Agent on its own behalf and on behalf of the Principal from time to time; 

"Client" means the company named in the Hire Schedule who has agreed to hire the Premises via the Agent from the Principal in accordance with these Terms; 

"Contract" means the contract for the hire of the Premises; 

"Document" includes, in addition to a document in Writing, a map, plan, design, drawing, picture or other image, or any other record of any information in any form; 

"Hire Schedule" means the Schedule to which these Terms are appended or which may be issued by the Agent from time to time subject to these Terms; 

"Input Material" means any Documents or other materials, and any data or other information provided by the Client relating to the hire of the Premises; 

"Principal" means the owner of the Premises as detailed in the Hire Schedule; 

"Premises" means the Premises to be hired by the Client from the Principal and referred to in the Hire Schedule; 

1.2 The headings in these Terms are for convenience only and shall not affect their interpretation. 

2 Hire of the Premises 

2.1 The Client shall hire the Premises from the Principal subject to these Terms. Any changes or additions to the Terms must be agreed in Writing by the Agent and the Client. 

2.2 The Client shall at its own expense supply the Agent with all necessary Input Materials, and all necessary data or other information relating to the hire of the Premises, within sufficient time to enable the Agent to assess the suitability of the Premises for hire in accordance with the Contract. The Client shall ensure the accuracy of all Input Material. 

2.3 The hire of the Premises shall be provided in accordance with the Hire Schedule and subject to these Terms. 

2.4 All bookings for the hire of the Premises shall be provisional until the Agent has confirmed in writing to the Client that the Premises are available for the period and dates of hire requested. 

3 Charges 

3.1 Subject to any special terms agreed, the Client shall pay the Agent’s Standard Charges and any additional sums which are agreed between the Agent and the Client for the hire of the Premises or which, in the Agent’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client. 

3.2 The Agent may vary the Agent’s Standard Charges from time to time by giving written notice to the Client. 

3.3 All charges quoted to the Client for the provision of the hire of the Premises are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time. 

3.4 Unless otherwise specified the Agent’s Standard Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) in cleared funds prior to the first day of hire. 

3.5 If payment is not made in cleared funds prior to the first day of hire, the Agent shall be entitled, without limiting any other rights it may have, to refuse access to the Premises and charge interest on the outstanding amount due (both before and after any judgment) at the rate of 10 per cent above the base rate from time to time of Barclays Bank plc from the first day of hire until the outstanding amount is paid in full. 

3.6 In the event of the Client cancelling the hire of the Premises less than seven days before the commencement of the hire period (as detailed in the Hire Schedule), a cancellation fee equivalent to 50% of the Agent’s Standard Charges and any other agreed charge shall be payable. 

3.7 The time of payment of each sum due under this clause shall be of the essence of this Agreement. 

4 Client’s Covenants 

4.1 The Client hereby agrees and covenants with the Principal as follows: 

4.1.1 to permit only the Client’s authorised employees and agents to access and remain on the Premises; 

4.1.2 to utilise only those parts of the Premises detailed in the Hire Schedule; 

4.1.3 to promptly vacate the Premises upon expiry of the hire period (as detailed in the Hire Schedule) and to leave the Premises in a clean, safe and secure condition; 

4.1.4 to make good forthwith to the Principal’s satisfaction any damage or loss caused to the Premises or to pay the full cost of making good the same PROVIDED ALWAYS that the Principal shall have notified the Client within fourteen days of the expiry of the hire period of any such damage or loss caused; 

4.1.5 to indemnify and keep indemnified the Principal and the Agent against all actions, proceedings, costs, claims, and demands which may be brought or made against the Principal or Agent in respect of personal injury and / or damage and / or nuisance and / or breach of covenant arising directly or indirectly out of the Client’s use of the Premises; 

4.1.6 to produce, on request, evidence of sufficient employers and public liability insurance to cover all potential liabilities which may arise under this Agreement; 

4.1.7 to utilise the Premises solely for the purposes detailed in the Hire Schedule and for the period detailed therein; 

4.1.8 to take reasonable care of the Premises and not to place it in jeopardy; 

4.1.9 to permit the Principal or the Agent at all times to inspect the Premises; 

4.1.10 to notify the Principal and the Agent immediately of any loss of, or damage to, the Premises. 

5 Covenants of the Principal 

5.1 PROVIDED ALWAYS that the Client duly complies with each and every one of its obligations under this Agreement the Principal shall: 

5.1.1 permit the Client, its employees, servants and agents to have access to the Premises on the dates, and during the times, specified in the Hire Schedule; 

5.1.2 consent to the use of the Premises for the purposes specified in the Hire Specification and, where such use includes filming or photography, consents to such filming and / or photography and will not raise or make any objection in the future to the Premises being featured in any film or promotional material or photograph; 

5.1.3 save where the contrary is stated in the Hire Schedule, permit the Client to have exclusive use of the Premises on the dates and during such times, specified in the Hire Schedule; 

5.1.4 permit the Client to: 

- represent the Premises as being another real or fictional place 

- incorporate scenes of the Premises as it sees fit into any film, photograph or other media subject to the payment of all sums due pursuant to clause 3 of this Agreement, the Principal acknowledges that the Client shall own the entire copyright and all rights of distribution and exploitation in any film, programme, photographs or other media incorporating images of the Premises. 

6 Warranties and Liability 

6.1 Whilst every reasonable care will be taken to ensure the accuracy of the description of the Premises, neither the Principal nor the Agent gives any warranty, guarantee or other terms as to the suitability, fitness for purpose or otherwise of the Premises for use by the Client. The Client shall have sole responsibility for inspecting the Premises and ensuring their suitability or otherwise for its purposes. 

6.2 Neither the Principal nor the Agent shall have any liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect or inaccurate. 

6.3 Except in respect of death or personal injury caused by the Principal’s or Agent’s negligence, or as expressly provided in these Terms, neither the Principal nor the Agent shall be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Principal, its servants or agents or otherwise) which arise out of or in connection with the hire of the Premises (including any delay in providing or failure to provide access to the Premises) or their use by the Client, and the entire liability of the Principal under or in connection with the Contract shall not exceed the amount of the Agent’s Standard Charges for the hire of the Premises, except as expressly provided in these Terms. 

6.4 Neither the Principal nor the Agent shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in hiring, or any failure to hire, any Premises to the Client, if the delay or failure was due to any cause beyond the Principal or Agent’s reasonable control. 

7 Termination by the Principal 

7.1 If any of the following events occur: 

7.1.1 the Client fails to pay any sum payable under this Agreement prior to the first day of hire (whether previously demanded or not); 

7.1.2 the Client provides incomplete or materially inaccurate or misleading facts or information in connection with this Agreement, whether to the Principal or to the Agent; 

7.1.3 a winding up or bankruptcy petition is presented against the Client or the Client makes any form of arrangement with it s creditors; 

7.1.4 the Client commits any breach of the terms and conditions (whether express or implied) of this Agreement; 

7.1.5 any attachment order is made against the Client or any distress execution or other legal process is levied on any property of the Client; then if the event is one set out in clause 7.1.1 or 7.1.4 above the Client shall be deemed to be in repudiatory breach of the terms of this Agreement; 

7.1.6 upon the occurrence of any such event as is specified in clauses 7.1.1 to 7.1.5 above, and without prejudice to any other rights and remedies which the Principal may possess, the Principal or its Agent shall be entitled to terminate this Agreement and upon such termination this Agreement and the hiring thereunder shall determine and the Principal shall be entitled to take immediate possession of the Premises. Such possession shall be without prejudice to any other remedy the Principal my have under this Agreement or at loss. 

8 Agent’s Status 

The Client acknowledges that the Agent enters into this Agreement as agent for the Principal, and not as principal. 

9 Subscription 

9.1 In the event of a Client wishing to subscribe to the Agent’s database service, the Client will: 

9.1.1 subscribe for a minimum period of 12 months at the Agent’s prevailing subscription rate (currently no fee); 

9.1.2 following completion of the initial 12 months subscription, give not less than one month’s notice in writing of its wish to terminate its subscription to the database service; 

9.1.3 pay all subscription charges by way of direct debit or such other method as the Agent may specify; 

9.1.4 provide a copy of it public liability and employer’s liability insurance. 

10 Restraint 

The Client covenants with the Agent that all negotiations and hiring of the Premises will be conducted via the Agent and that it will not at any time seek to negotiate or deal with the Principal directly with a view to hiring the Premises. Any breach of this provision will entitle the Agent to cancel the Client’s subscription in addition to any other right or claim the Agent may have against the Client. 

11 General 

11.1 These Terms (together with the terms, if any, set out in the Hire Schedule) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in Writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. 

11.2 A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. 

11.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision. 

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

11.5 Any dispute arising out of or in connection with this agreement shall be referred to expert determination in London by a single expert appointed by agreement between the parties or, in default of agreement, nominated on the application of either party by the Centre for Effective Dispute Resolution. 

11.6 English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts. 

Unitbase.co.uk Limited © 2008

Location Agency Agreement:

Parties:	

1. “The Principal” is named individual submitting this online application to the agent. 

2. “Agent”: Unitbase.co.uk limited a company incorporated in England under company number 4915147, whose registered office is at 15, Highbury Place, London N5 1QP. 
	
Recitals:	
	
(A) The Principal wishes to make available for use as a location for filming, parking and related purposes and hereby confirms has the authority to enter into this agreement, including submissions on behalf of any third party groups or associated organisations. 
	
(B) The Agent has extensive experience in the United Kingdom of sourcing filming and parking locations for production and similar companies and is willing to act as agent for the Principal in the Territory to introduce production and similar companies who may wish to hire the premises for filming, parking and related purposes.
	
(C)The Client is the company introduced to the Principal by the Agent who hires the Principals property.
	
1. Interpretation
	
1.1	In this agreement, unless the context otherwise requires:
	
“Client” means any customer or client introduced by the Agent to the Principle in  relation to the hire of the Premises.
	
“Commission” means the Agent’s standard commission of 20% of the Total Hire Fee;
	
“Commencement Date” means today, the date of electronic submission of the property to the Agent. 
	
“Force Majeure” means, in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any strike, lock-out or other form of industrial action);
	
“Net Hire Fee” means, in relation to the Premises, the price charged by the Principal to the Client for the hire of the Premises.
	
“Premises” means 

“Territory” means the World;
	
“Total Hire Fee” means the total fee charged to the Client, including the Net Hire Fee and the Commission.
	
1.2. Any reference in this agreement to “writing” or related expressions includes a reference to cable, facsimile transmission, e-mail or comparable means of communication.
	
1.3. Any reference in this agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
	
1.4. The headings in this agreement are for convenience only and shall not affect its interpretation.
	
2. Appointment of Agent
	
2.1. By this agreement the Principal appoints the Agent as its agent in the Territory for the promotion of, and solicitation of clients for, the Premises, and the Agent agrees to act in that capacity, subject to the terms of this agreement. Please read the term and conditions overleaf and indicate your acceptance by ticking the 'I accept Terms & Conditions' button and  and clicking the 'SUBMIT' button. 

3. The Agent’s Duties

3.1. The Agent shall use its best endeavours to promote and market the Premises in the Territory and to seek clients for the hire of the Premises in the Territory.  The Agent shall be entitled to enter into any negotiations or contracts for the hire of the Premises on behalf of the Principal PROVIDED ALWAYS that prior to concluding any contract on behalf of the Principal the Agent will obtain confirmation from the Principal of the availability of the Premises, agreement to the fee negotiated and confirmation of the purpose for which the Premises are required.

3.2. The Agent shall conduct the promotion and marketing of the Premises in the Territory with all due care and diligence and shall cultivate and maintain good relations with Clients and potential Clients in the Territory in accordance with sound commercial Practice.

3.3. Subject as provided in this agreement the Agent shall be entitled to perform its duties under this agreement in such manner as it may think fit.

3.4. The Premises will be advertised during the currency of this Agreement on the Agent’s website (www.unitbase.co.uk) and in such other form or media as the Agent shall from time to time deem fit.  For these purposes the Principal authorises the Agent to utilise photographs, descriptions and names of the Premises.  The Agent confirms that all data held will be processed in accordance with the provisions of the Data Protection Act 1998 and the Principal authorises the Agent to process data held in respect of the Agent and/or the premises for the purpose of fulfilling the objects of this Agreement.

3.5. The Agent shall promptly notify the Principal of all enquiries concerning, and bookings for, the Premises which it receives from Clients and prospective Clients within the Territory.

3.6. The Agent shall in relation to the Premises describe itself as agent for the Principal.

3.7. The Agent shall promptly inform the Principal of:

3.7.1 any complaint or post-hire enquiry concerning the Premises which is received by the Agent; and

3.7.2 any matter likely to be relevant in relation to the hire or use of the Premises within or outside the Territory.

4. Hire of the Premises

4.1. Hire of the Premises shall be made on such terms as the Agent may from time to time negotiate with the Clients or any prospective Client, such terms to be notified in writing to the Principal for approval.

4.2. The Agent shall be entitled to receive payments on the Principal’s behalf in respect of the hire of the Premises.

5. Rights and Duties of the Principal

5.1. The Principal shall:

5.1.1 honour any agreed contracts for the hire of the Premises to Clients in the Territory introduced to the Principal by the Agent;

5.1.2 promptly and efficiently deal with any enquiry relating to the Premises raised by the Client in the Territory;

5.1.3 ensure that all necessary or applicable consents, permissions or agreements in respect of the Premises are provided or obtained so as to facilitate its use for any purpose required from time to time by Clients introduced by the Agent;

5.1.4 ensure full and adequate access to the Premises is available at all times during any period of hire of the Premises by the Client;

5.1.5 ensure compliance with all its legal obligations as the lease / occupier of the premises including, but not limited to, all Health and Safety Regulations;

5.2 The Principal warrants and covenants with the Agent that it has legal power and authority to enter this Agreement in respect of the Premises and the legal authority to grant the rights of the access and use to the Client and any prospective Client.

5.3 The Principal shall ensure that the Premises (or any part of the Premises, as applicable) will be available on an exclusive basis at all times during any period of hire of the Premises by the Client unless otherwise stated in the hire agreement.

5.4 The Principal authorises any Client who hires the Premises to:

5.4.1 enter and make use of the Premises at such times as may be required during the period of hire;

5.4.2 utilise the Premises for such purposes as may be specified in any hire schedule which may from time to time be supplied by the Agent. Without prejudice to the generality of the foregoing the Principal shall permit Clients to rehearse, film and take still photographs of the Premises for use in any programme, publicity or merchandising material approved by the Principal in writing;

5.4.3 represent the Premises as being another real or fictional place

5.4.4 include any scenes of the Premises in the final edit of any programme in such manner as the Client may deem fit;

5.4.5 exploit and exhibit any programme filmed at the Premises in any medium now known or hereafter devised in perpetuity.

5.5 The Principal acknowledges that any Client who hires the Premises shall own the entire copyright and all rights of distribution and exploitation in any programme, film, photograph and recordings and any derivative thereof, including audio and audio-visual recordings taken at the premises.

5.6 Subject to compliance by the Agent with its obligations under this agreement, the Principal shall indemnify the Agent against any liabilities (including, without prejudice to the generality of the foregoing, all costs and expenses which the Agent may reasonably incur in defending any proceedings) which the Agent may incur as a result of acting with reasonable care and skill within the scope of its authority under this agreement as agent for the Principal.

6. Financial Provisions

6.1 In consideration of the obligations undertaken by the Agent under this agreement, the Agent shall charge the Client Commission of 20% of the Total Hire Fee plus VAT, which, will be incorporated into the Total Hire Fee, which will be charged to the Client. The Agent will negotiate the Net Hire Fee on behalf of the Principle. Prior to the conclusion of any contract with the Client on behalf of the Principle, the Agent will advise the Principle of the Net Hire Fee.  

6.2 The Principal authorises the Agent to render invoices to the Client in respect of the Total Hire Fee. Upon payment by the Client the Agent shall deduct its Commission and VAT/other sales tax where applicable and shall account to the Principal for the balance of the Hire Fee within 28 days of receipt of invoice from the Principal.

6.3. All sums payable under this agreement are exclusive of any value added tax or other applicable sales tax, which shall be added to the sum in question.

7. Force Majeure

7.1 If either party is affected by Force Majeure it shall forthwith notify the other party of the nature and extent thereof.

7.2 Neither party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, by reason of any delay in performance, or non-performance, of any of its obligations under this agreement to the extent that such a delay or non-performance is due to any Force Majeure of which it has notified the other party; and the time for performance of that obligation shall be extended accordingly.

8. Duration and termination

8.1 This agreement shall come into force on the Commencement Date and subject as provided in clause 9.2 shall continue in force for a period of 12 months and thereafter unless or until terminated by either party giving to the other not less than 3 months’ written notice expiring at or at any time after the end of that period.
	
8.2 Either party shall be entitled forthwith to terminate this agreement by written notice to the other if that other party commits any breach of any of the provisions of this agreement and, in the case of a breach capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

8.3 Any waiver by either party of a breach of any provision of this agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision of this agreement.

8.4 The rights to terminate this agreement given by this clause shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.

9. Consequences of termination

9.1 Upon the termination of this agreement for any reason:

9.1.1 the Agent shall cease to promote, market, advertise or solicit clients for the Premises;

9.1.2 subject as otherwise provided in this agreement, to any rights or obligations which have accrued prior to termination and save for clause 10.2, neither party shall have any further obligation to the other under this agreement.

9.2 the Principle warrants that if they receive, after the termination of this agreement, an order, repeat business, an oral or written enquiry or conclude a contract with any Client in respect of use of the Premises for filming, parking or related purposes the Principle shall notify the Agent in writing of the full terms of that order, repeat business, oral or written enquiry or contract including any hire fee agreed or suggested.  The Principle warrants that if a contract is concluded with any Client after the termination of this agreement they shall pay to the Agent 20% of the hire fee agreed between the Principle, or any agent acting on their behalf, and the Client. 

10. Nature of agreement

10.1 This agreement is personal to the Principal, which may not without the written consent of the Agent, assign, mortgage, charge (otherwise than by floating charge) or dispose of any of its rights, or sub-contract or otherwise delegate any of its obligations under this agreement.

10.2 The Agent shall be entitled to employ sub-agents.

10.3 Nothing in this agreement shall create, or be deemed to create, a partnership or the relationship of employer and employee between the parties.

10.4 This agreement contains the entire agreement between the parties with respect to the subject matter of this agreement, supersedes all previous agreements and understandings between the parties with respect thereto, and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.

10.5 Each party acknowledges that, in entering into this agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided in this agreement, and all conditions, warranties or other terms implied by statute or common law are by this agreement excluded to the fullest extent permitted by law.

10.7 The terms of this agreement, including, but not limited to, the method of hire and marketing, shall remain confidential as between the Agent and the Principal.

11. Arbitration and proper law

11.1 Any dispute arising out of or in connection with this agreement shall be referred to expert determination in London by a single expert appointed by agreement between the parties or, in default of agreement, nominated on the application of either party by the Centre for Effective Dispute Resolution.

11.2 This agreement shall be governed by and construed in all respects in accordance with the Laws of England, and each party hereby submits to the non-exclusive jurisdiction of the English Courts.

12. Notices and service

12.1 Any notice or other information required or authorised by this agreement to be given by either party to the other may be given by hand or sent (by first class pre-paid post, cable, facsimile transmission, e-mail or comparable means of communication) to the other party at the address referred to at the commencement of this agreement or such other address as the party concerned may notify to the other in writing.

12.2 Any notice or other information given by post pursuant to clause 13.1 which is not returned to the sender as undelivered shall be deemed to have been given on the 2nd day after the envelope containing the same was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that such notice or information has been duly given.

12.3 Any notice or other information sent by, facsimile transmission, e-mail or comparable means of communication shall be deemed to have been duly sent on the date of transmission, provided that a confirming copy is sent by first class pre-paid post to the other party at the address referred to in clause 13.1 within 24 hours after transmission.

12.4 Service of any legal proceedings concerning or arising out of this agreement shall be affected by causing the same to be delivered to the party to be served at the respective addresses given in this agreement or to such other address as may from time to time be notified in writing by them.

Unitbase.co.uk Limited © 2008

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