THIS AGREEMENT is dated from the date the order has been placed online.

BETWEEN:

  • Bee3D Ltd is a company registered in United Kingdon under number 12388088, whose registered office is at Sparkhouse Studios, Rope Walk, Lincoln, LN6 7DQ (hereinafter known as the “Owner”) and the company applying for subscription and loan of the 360 camera equipment.(hereinafter known as the “Company”).

WHEREAS

  • The Owner hereby wishes to loan the Equipment to the Company and the Company hereby wishes to accept the Equipment on loan;
  • In consideration of the mutual covenants and agreements contained in this agreement, and for other good and valuable consideration, the receipt of which is duly acknowledged, the Parties now wish to enter into an Agreement upon the following terms:

IT IS HEREBY AGREED AS FOLLOWS:

  1. Definitions and Interpretations
  • In this Agreement except where the context otherwise requires, the following terms shall have the following meanings;

 

“Breakdown”means any failure or stoppage in the proper mechanical functions of the Equipment;
“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“Consumable”means any battery, fuel or other power source which is required for the proper functioning of the Equipment;
“Premises”means in the case of the Owner Bee3D Ltd, in the case of the Company, their address; and
“Equipment”means Theta V or Z1 and Tripod OR [all items listed at Schedule 1, including any peripheral or accessory supplied with them].
“Hire Fee(s)”

 

means the fee(s) referred to in Clause 4
“Hire Period”

 

means the hire period referred to in Clause 2
  • Unless the context otherwise requires, each reference in this Agreement to:-
    • “writing”, and any cognate expression, includes a reference to any communication effected by facsimile transmission or similar means;
    • 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;
    • “this Agreement” is a reference to this Agreement and each of the Schedules, as amended or supplemented at the relevant time;
    • a Schedule is a schedule to this Agreement; and
    • a clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.
  • In this Agreement:-
    • any reference to the parties includes a reference to their respective personal representatives, heirs, successors in title and permitted assignees;
    • any reference to a person includes any body corporate, unincorporated association, partnership or any other legal entity;
    • words importing the singular number include the plural and vice versa; and
    • words importing any gender include any other gender.
  • The headings in this Agreement are for convenience only and shall not affect its interpretation.
  1. Term
    • The Equipment shall be hired from Date of delivery for a minimum period of 12 months
    • The Hire Period may be extended by the mutual consent of both parties on a month by month basis. Any extension beyond the original Hire Period shall be referred to as the “Extended Hire Period”.
    • Where this Agreement is terminated in accordance with Clause 11 below, the Hire Period shall not be deemed to have ended until the Equipment has been returned to the Owner.
  1. Delivery and Collection of the Equipment

The Owner shall deliver the Equipment to the Company’s Premises on the first day of the Hire Period. It is the responsibility of the Company to ensure that such access and space is available at the Company’s Premises to allow the Owner to deliver and unload the Equipment.

  • The Company shall be responsible for the immediate return of the Equipment to the Owner’s Premises upon the termination or expiry of the Hire Period.

OR

  • The Owner shall collect the Equipment from the Company’s Premises on the last day of the Hire Period or, where this Agreement is terminated early in accordance with Clause 11 below, at such time as is mutually agreed by the parties. It is the responsibility of the Company to ensure that such access and space is available at the Company’s Premises to allow the Owner to collect and load the Equipment, and to ensure that the Equipment is ready to be collected.
  1. Fees and Payment
    • The Company shall pay to the Owner in installments on a monthly basis, in accordance with the payment structure specified at Schedule 2.
  • The installments are to be paid without prior demand or invoice and so as to be received by the Owner on the 5th  Business Day of each calendar month.
  • Subscription fees will be paid in advance for the full period of the agreement.
  • Additional services, above which are included in the subscription as laid out in Schedule 1, are calculated in arrears from the previous month and added to the scheduled payment on the 5th Business day.
  • In the event that the Equipment or any part thereof is not returned to the Owner in accordance with this Agreement on its expiry or termination, the Company shall pay to the Owner such amount as is proportionate to the Hire Fee payable under this agreement, such amount to be calculated on a daily basis inclusive of any part day on which the Equipment is returned (the “Extended Fee”).
  • Prices are fixed for the period of the agreement but are subject to change with 1 month notice given by the owner once the agreement enters the extended agreement period.
  1. Title and Risk
    • Title and all rights to the Equipment shall at all times be vested in the Owner and the Company acknowledges that it has no right, title, or property in the Equipment.
    • Risk in the Equipment shall pass to the Company upon it leaving the physical possession or control of the Owner, and shall not revert back to the Owner until the Equipment is back in the Owner’s possession or control, notwithstanding the expiry of the agreed Hire Period.
  1. Insurance

The Company shall be responsible for arranging insurance cover, on a full replacement basis, in respect of the Equipment against the risks of loss, theft and damage beyond economic repair. The proceeds of any claim in respect of such insurance shall be held by the Company on trust for the Owner.

  1. Training
    • The Owner agrees to provide training and instruction in the correct operation of the Equipment to the Company [as specified at Schedule 3], such training to be delivered on the first day of the Hire Period OR prior to the commencement of the Hire Period (“Training”).
  1. Company’s Undertakings

The Company agrees, during the term of this Agreement and thereafter until the Equipment is returned to the Owner, that it shall:

  • keep the Equipment in its possession and control and ensure that it is secure against loss, damage and theft;
  • operate the Equipment in a proper, safe and prudent manner in accordance with any operating instructions issued for it and for the purpose for which it was designed, and ensure that the Equipment is operated with all due care and attention and used by properly skilled and trained personnel in accordance with the Owner’s relevant instructions;
  • keep the Equipment in good working order, fair wear and tear excepted;
  • be responsible for the cost of any Consumable used in the operation of the equipment, and shall ensure that any Consumable is compatible with the Equipment and is approved by the Owner;
  • not hold itself out as owner of the Equipment, nor shall it, charge, encumber, sell, let, lease, hire or otherwise dispose of, part with, or abandon the Equipment, nor shall it permit or suffer the creation of any lien or distress over the Equipment;
  • not assign or transfers any of its rights or obligations under this Agreement;
  • ensure that any identification marks, labels or signs on or fixed to the Equipment are not removed, defaced, amended, obscured or otherwise subjected to interference, including those which identify the Equipment as belonging to the Owner;
  • permit the Owner, its employees and agents access to the Equipment and the premises on which it is held for the purpose of inspecting, repairing, servicing and replacing the Equipment;
  • not, without the previous written consent of the Owner, attach or affix the Equipment to any land or premises so as to cause it to become a permanent or immovable fixture on such land or premises;
  • where, the Equipment is attached or affixed to land or premises, ensure that the Equipment shall be capable of being removed without material injury to such land or building or the Equipment and shall take all necessary steps to prevent title to the Equipment from passing to the landlord of such land or building;
  • repair and make good any damage caused by the affixation of the Equipment to or its removal from any land or building (whether such affixation or removal is effected by the Owner or The Company) and to indemnify the Owner against all loss, damage or liability it may incur or sustain as result of such affixation or removal;]
  • inform the Owner of any change in its address and inform the Owner, at the Owner’s request, of the whereabouts of the Equipment;
  • ensure that the Equipment is returned in the same condition that it was supplied in (fair wear and tear excepted); and
  • ensure that use of the Equipment complies with any relevant Government or Local Authority Regulations, including any applicable licensing requirements.
  1. Owner’s Obligations

The Owner agrees during the term of this Agreement and thereafter until the Equipment is returned to it by the Company that it shall:

  • provide Training in accordance with Clause 7 and as specified at Schedule 3 of this Agreement to the Company and to the employees and/or agents of the Company as specified in that Schedule

OR

provide appropriate instruction in the safe and proper use of the Equipment; and

  • test all electrical Equipment before the Hire Period commences, and shall during the Hire Period test all Equipment in accordance with any relevant statutory requirement.
  1. Breakdown and Repair
    • In the event that the Equipment suffers a Breakdown the Company must immediately stop use of the Equipment and disconnect the Equipment from the power source (where appropriate).
    • The Owner must be immediately informed of any Equipment Breakdown.
    • The Company must not undertake or permit any repair work on the Equipment without the express written permission of the Owner.
    • Subject to any express agreement to the contrary, all repair work shall be carried out by the Owner or his employees or agents, and shall be carried out at the earliest mutually convenient opportunity.
    • Where the Breakdown is caused by the negligence of the Company or by the misuse of the Equipment, the cost of repair or replacement of the Equipment shall be borne by the Company. The Fee shall continue to be payable by the Company during any period of stoppage.
    • Where the Breakdown is caused by fair wear and tear or by a fault in the Equipment the cost of repair shall be borne by the Owner, and full allowance for the Fee is respect of the period of stoppage shall be made to the Company, to be calculated from the day on which the Owner was notified of the Breakdown OR temporary replacement of the equipment until the item is fixed or permanently replaced.
  1. Termination
    • The Owner may terminate this Agreement forthwith by notice in writing to the Company if:
      • The Company commits a breach of the terms of this Agreement; or
      • The Company has any execution levied, enforced or sued against it or has a winding up petition presented against it, goes into receivership; or otherwise enters into any composition with its creditors; or
      • The Company shall do or allow to be done any act or thing that may reasonably be expected to prejudice or endanger the Owner’s property or rights in the Equipment.
    • Subject to the provisions of Sub-clause 11.1 above, neither party shall be entitled to terminate this Agreement before the expiry of the Hire Period unless agreed with the other party.
    • The company may terminate the agreement within the duration of the agreement however a charge of 50% of the remaining agreement fee will be payable.
    • Either party may terminate the hire of the Equipment during the Extended Hire Period by giving not less than 1 month notice to the other party.
    • Upon termination of this Agreement the Company shall forthwith return the Equipment to the Owner in accordance with Sub-clause 3.2 above.
    • At any time after termination of this Agreement, the Owner shall be entitled to enter the premises to remove the Equipment, and this Sub-clause shall continue in effect notwithstanding termination of the Agreement.
  1. Data Protection
  • All personal information that the Company may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Owner’s rights under the GDPR.
  • For complete details of the Company’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Owner’s rights and how to exercise them, and personal data sharing (where applicable), please refer to the Company’s Privacy Notice available from the owner OR attached in Schedule 4.
  1. Liability
    • The Owner does not loan or supply the Equipment with any representation concerning the condition, performance or quality of the Equipment of with or subject to any term, condition or warranty express or to be implied by statute, common law or otherwise and all such representations, conditions, warranties whether relating to the capacity, age, satisfactory quality, description, condition of use of the Equipment or to the suitability or fitness of the Equipment for a particular or any purpose are expressly excluded and/or waived by the Company.
    • In the event that the Owner is found to be liable in respect of any loss or damage to the Company’s property, it is agreed that the liability of the Owner shall be limited to the cost of replacing or repairing the damaged property.
    • The Owner shall not be liable for any indirect or consequential loss of profit or other economic loss suffered by the Company as a result of the Owner’s negligence, breach of contract, misrepresentation or otherwise,
    • Nothing in this Agreement shall exclude or limit the liability of the Owner for death or personal injury caused as a result of the Owner’s negligence, breach of contract or otherwise.
  1. Indemnity

The Company shall indemnify and hold harmless the Owner against all liabilities, damages, losses, costs and other expenses in relation to any claims or actions brought against him by any third party for any injury or loss to person or property (including personal injury and death) caused by or in connection to, or arising out of the storage, transit, loading, unloading or use of the Equipment during the Hire Period or Extended Hire Period.

 

  1. Nature of the Agreement
    • Each party shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under this Agreement through any other Member of its Group, provided that any act or omission of that other Member shall, for all the purposes of this Agreement, be deemed to be the act or omission of the party in question.
    • Subject to Clause 15.1 the Company may not assign, mortgage, or charge (otherwise than by floating charge) or sub-license any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the Owner.
    • Nothing in this Agreement shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties.
    • This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
    • Each party acknowledges that, in entering into this Agreement, it 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 excluded to the fullest extent permitted by law.
    • No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
    • If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
  1. Force Majeure
    • For the purposes of this Agreement “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 termination, civil disturbance, war, act of terrorism, risk, fire, explosion, storms, flood, earthquake, epidemic or other natural physical disaster; [shortage of components or raw materials, lack of power supplies or lack of available facilities.]
    • If any Force Majeure occurs in relation to either party which affects or may affect the performance of any of its obligations under this Agreement, it shall forthwith notify the other party as to the nature and extent of the circumstances in question.
    • Neither party shall be deemed to be in breach of this Agreement, or shall otherwise be liable to other, by reason of any delay in performance, or the non-performance, of any of its obligations under, to the extent that the 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.
    • If the performance by either party of any of its obligations under this Agreement is prevented or delayed by Force Majeure for a continuous period in excess of six months, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable, the other party shall be entitled to terminate this Agreement by giving written notice to the party so affected.
  1. Notices and Service
    • Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by:-
      • delivering it by hand;
      • sending it by pre-paid registered post; or
      • sending it by email, facsimile transmission or comparable means of communication

to the other party at the address given in Sub-clause 17.4.

  • Any notice or information given by post in the manner provided by Clause 17.1.2 which is not returned to the sender as undelivered shall be deemed to have been given on the 7th day after the envelope containing it 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 the notice or information has been duly given.
  • Any notice or information sent by facsimile transmission or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent as provided in Clause 17.1.2 to the other party at the address given in Clause 17.4 within 24 hours after transmission.
  • Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either party by causing it to be delivered to the other party at its registered or principal office, or to such other address as may be notified to it by the other party in writing from time to time.
  1. Applicable Law and Jurisdiction
  • The laws of England and Wales shall apply to the whole of this Agreement.
  • The parties hereby agree to the non-exclusive jurisdiction of the English and Welsh Courts.

IN WITNESS WHEREOF this Agreement has been duly executed the day and year first before written.

By accepting these terms and conditions the company has agreed to bide by the terms within.

[Schedule 1]

 

Equipment and Hire Fees

All fees are clearly stated in the pay table set out on the homepage of https://bee3d.co.uk

[Schedule 2]

 

Payment Structure

Subscription payments are fixed monthly fees based upon the subscriptions service purchased by the Company. These fees are payable in advance on the 5th day of each calendar month.

Additional services, above the included subscription service, shall be payable in arrears and billed in the same transaction as the subscription. A full breakdown of the additional services will be listed on the invoice.

[Schedule 3]

 

Training and Instructions

Full training will be given on the safe and effective use of the equipment and affiliated software, this shall be conducted via video link either to a single person or group of people. Additional support will be available by calling our office number 0333 577 2161