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                                                                    CAMERON PRESENTATIONS LTD
                                                                          Terms of Business (Hire/Sales)
1.    Interpretation                                                                                       6.6    to award CPL a reasonable opportunity to correct any default before being in breach of its
1.1   In these Terms unless the context otherwise requires:                                                       obligations.
      "CPL" means Cameron Presentations Limited                                                            6.7    to ensure Equipment is only used in a proper manner without risk to health and safety and
      "Client" means the party identified as such in any documentation or to whom Equipment is                    not contrary to any law or for any purpose for which Equipment is not designed or
      hired or Services supplied;                                                                                 reasonably suitable.
      "Equipment" means all equipment and each item and part thereof supplied by CPL under                 6.8    not to modify the Equipment, remove any notices or serial numbers thereon or unless
      these Terms:                                                                                                required for normal operation, open any outer case;
      "Hire" means the supply by CPL of Equipment only without other Services;                             6.9    not to sell, sub-let or otherwise dispose of or part with Equipment or any interest therein or
      "Services" means the services or any of them (including supply of any Equipment in                          do or permit to be done any act or thing which may jeopardise CPL's rights therein but to
      connection therewith) which CPL is to provide pursuant to these Terms;                                      keep Equipment in its possession and control free from lien charge or encumbrance so that
      "Site" means any location (other than CPL's premises) where the Services are to be provided;                Equipment shall at all times remain CPL's property and, upon request, to inform CPL of
      "Terms" means the contract (which shall be subject to and incorporate these terms) between                  location of Equipment and permit or procure for CPL or its agents access to inspect or
      CPL and Client for the Hire or sale of Equipment or provision of the Services, as applicable.               remove Equipment.
1.2   Headings contained in these Terms are for convenience only and shall not affect                      6.10   to return Equipment to CPL at the end of Hire period in good working condition (fair wear
      interpretation.                                                                                             and tear excepted) and in event of its loss or damage to indemnify CPL in accordance with
                                                                                                                  Clause 4.1 above
2.    Provision of Services or Equipment                                                                          AND where Services are to be provided by CPL:
2.1   CPL shall provide and Client shall accept the Services or Equipment subject to these Terms,          6.11   to grant CPL free access to and to make available such facilities on Site at such times as CPL
      which shall not be varied except in writing signed by CPL and which shall govern the contract               may reasonably require to enable CPL to provide the Services;
      between the parties to exclusion of any other terms.                                                 6.12   to take all reasonable precautions on Site to protect the health and safety of CPL's
2.2   Any typographical or clerical error or omission in documents issued by CPL may be                           employees, agents and sub-contractors;
      corrected without liability on part of CPL.                                                          6.13   not to permit Equipment to be operated other than by CPL personnel (unless otherwise
2.3   Client acknowledges that it does not rely on any advice or recommendations made on behalf                   agreed in writing);
      of CPL concerning the Services or Equipment, their quality, performance, fitness for purpose,        6.14   to observe and to procure that employees and agents of Client observe all rules and
      functionality or use unless confirmed by CPL in writing.                                                    regulations for the time being in operation while working in CPL's premises:
                                                                                                           6.15   to notify CPL in writing of any change in Client's address or other contact details;
3.    Orders and Specifications                                                                            6.16   if Client arranges transport, to comply with all laws and regulations governing import of
3.1   No order submitted by Client shall be deemed accepted until earlier of issue of order                       Equipment into country of destination and to pay all duties thereon;
      acknowledgement or invoice by CPL or provision of Equipment or Services or any other act
      of acceptance on part of CPL on terms that Client indemnifies CPL in full against all loss           7.     CPL's Obligations and Liability
      (including loss of profit), costs and expenses incurred as result of cancellation.                   7.1    The following provisions set out CPL's entire liability (including liability for acts or omissions
3.2   Equipment or Services to be provided by CPL shall be as referred to in CPL's quotation,                     of its employees, agents and sub-contractors) to Client in respect of (i) any breach of
      order Acknowledgement, or by any other means, and Client shall be responsible for ensuring                  contractual obligations under these Terms and (ii) any representations, statement or tortious
      the accuracy or adequacy thereof. Equipment and Services are subject to change without                      act or omission including negligence.
      notice to comply with safety, statutory, or other, requirements.                                     7.2    CPL shall use its reasonable endeavours to provide Equipment or Services in all material
                                                                                                                  respects in accordance with these Terms (but subject thereto in such manner as it thinks fit)
4.    Risk, Insurance and Property                                                                                exercising all reasonable care and skill.
4.1   Unless otherwise agreed by CPL in writing, the Equipment shall at all times be at the risk of        7.3    CPL shall have no liability unless Client gives CPL reasonable details in writing of its claim
      the Client, who shall on request produce to CPL evidence of insurance and, in event of its                  forthwith but in any event within 30 days of the occurrence of the matter giving rise to the
      loss or damage, indemnify CPL against all loss (including loss of earnings and other                        claim and then, subject to the remaining provisions of this Clause 7, CPL's liability shall be
      consequential loss) CPL may incur, any Equipment lost or uneconomic to repair being                         limited to the price of the Hire, Services or Equipment sold, as applicable, except that in the
      replaced with new equipment of the same or similar specification.                                           case of death or personal injury caused be CPL's negligence, CPL's liability shall be up to a
4.2   Should the contract include the services, in full or in part, of CPL staff, the Equipment shall at          maximum sum of £5M.
      all times be at the risk of the Client, as in 4.1: including the safe storage of such equipment in   7.4    CPL shall not be liable to Client (i) for loss of profit, additional costs of working or
      the absence of personnel.                                                                                   consequential loss or damage (whether reasonable foreseeable or not) arising in connection
4.3   All Equipment supplied by CPL on Hire or in performance of Services is supplied in                          with the Equipment or Services; (ii) by reason of delay or failure in performing any of CPL's
      accordance with these Terms and subject thereto Client shall acquire no right, title, interest              obligations due to any cause beyond CPL's reasonable control including, without limitation,
      or property in nor exercise any lien over the Equipment.                                                    industrial actions or trade disputes.
4.4   Title to Equipment or to other materials originated by CPL (including any copyright or other         7.5    All implied warranties, conditions or other terms are excluded to fullest extent permitted by
      intellectual property rights of CPL in such materials), which are agreed to be sold to CPL                  law. Unless otherwise agreed by CPL in writing, all Equipment sold by CPL is sold "as is" and
      shall not pass to the Client unless and until CPL's price in respect thereof has been paid in               no warranty is given to its performance, functionality, fitness for purpose of that it is of
      full. Until title passes to the Client: (i) the Client shall hold the Equipment or materials as             satisfactory quality.
      CPL's fiduciary agent and bailee and keep Equipment or materials separate from those of              7.6    If Client discloses confidential information to CPL and clearly identifies such information in
      Client and third parties and properly stored, protected and insured and identified as CPL's                 writing as "confidential," CPL shall use reasonable care to ensure that such information is
      property; (ii) Client may resell or use Equipment or materials in the ordinary course of its                disclosed only to CPL employees requiring access to such information to render the services
      business but shall account to CPL for the proceeds of sale or otherwise of the Equipment or                 or manufacture product requested by Client. Nothing herein shall limit CPL's right to use or
      materials, whether tangible or intangible including insurance proceeds, and shall keep all such             disclose information that (i) becomes available to the public without fault of CPL; (ii) is
      proceeds separate from monies or property of Client and third parties and, in the case of                   lawfully acquired by CPL from a third party; (iii) is in the possession of CPL at the time of
      tangible proceeds, properly stored, protected and insured; (iii) CPL may at any time require                disclosure by Client; or (iv) is developed by or on behalf of CPL by persons who have not
      the client to deliver up the Equipment or materials forthwith and terminate the Client's                    received Client's confidential information.
      licence to use any intellectual property rights in the materials and, in default of delivery up,     7.7    Client is advised to supply CPL with copies of original masters (i.e.Video/Data Tapes, CDs,
      may enter upon any premises where the Equipment or materials are stored and repossess                       DVD,) as, if lost or damaged, CPL's liability is limited to the cost of replacing blank material
      them.                                                                                                       only.

5.    Price and Payment                                                                                    8.     Termination
5.1   Price of Equipment and Services shall be as stated in CPL's quotation or order                       8.1    If Client makes any voluntary arrangement with its creditors or has a petition for an
      acknowledgement, provided that any extra equipment or Services subsequently required shall                  administration order presented against it; or (being an individual or firm) becomes bankrupt;
      be chargeable in addition. CPL reserves the right, by notice given at any time, to increase                 or (being a company) goes into liquidation; or if an encumbrancer takes possession or a
      price to reflect any increase in cost due to any factor beyond control of CPL or delay caused               receiver is appointed of any property or assets of Client, or Client ceases or threatens to
      by Client.                                                                                                  cease to carry on business; or CPL reasonably apprehends that any of the aforesaid is about
5.2   Client shall pay price of Hire or Services (and any VAT) without deduction within 30 days of                to occur or Client is in breach of these Terms, then (without prejudice to any other right or
      date of invoice, notwithstanding that Hire or performance of Services has not then been                     remedy) CPL may without liability to Client by notice cancel or suspend provision of
      completed. Time for payment of price shall be of the essence and Client shall have no right                 Services, repossess Equipment and, if any Services of Equipment have been provided but are
      of set-off, statutory or otherwise.                                                                         unpaid, the price shall become immediately due and payable notwithstanding any contrary
5.3   If client fails to pay any sum on that due date then, without prejudice or any other right or               agreement.
      remedy, CPL may: cancel this contract; suspend provision of Services; remove Equipment from          8.2    Upon termination and notwithstanding later acceptance of monies by CPL, Client shall no
      Site; appropriate any payment by Client to such services supplied to Client as CPL thinks fit               longer be in possession of Equipment with CPL's consent and, without affecting other rights
      (notwithstanding appropriation by Client); and/or charge interest (before and after judgement)              and remedies of CPL, Client shall (i) at its expense forthwith return Equipment to CPL and in
      on amount for the time being unpaid at the rate of 2% per month calculated on a daily basis.                default CPL may without notice repossess Equipment and for this purpose freely enter any
5.4   CPL reserves right at any time to demand payment on account or other security before                        premises where Equipment is believed located; and (ii) become immediately liable to pay CPL
      providing Equipment or Services.                                                                            all costs and expenses of CPL in locating, repossessing and restoring the Equipment, collecting
                                                                                                                  any sums due or obtaining proper performance of Client's obligations under these Terms.
6.    Client's Obligations
      Client undertakes to CPL in the case of a Hire (and return of Equipment to CPL):                     9.     Force Majeure
6.1   to take all reasonable care of Equipment to ensure it is adequately covered by insurance as in              CPL will not be responsible for failure to fulfil its obligations under any Purchase Agreement if
      4.1, its physical safety and security while in the possession or control of the Client or on Site;          such failures caused by circumstances beyond reasonable control of CPL or its suppliers or
6.2   to ensure all necessary licences and permissions are obtained relating to any software, acts of             contractors, including but not limited to acts of God, unavailability of materials, equipment
      broadcasting, projection, recording, transmission or other communication and the use of live                failures, strikes or other labour disturbances.
      or pre-recorded material for such purpose and to indemnify CPL against all loss, damages,
      costs, and expenses incurred by CPL relating to any claim that the use, broadcast, projection,       10.    General
      recording, transmission or other communication of any material infringes any copyright, trade        10.1   If Client is more than one person, their obligations shall be joint and several.
      mark or, without limitation, other intellectual property rights of any third party or is             10.2    Any notice shall be in writing and sent to the principal place of business of the party
      undertaken without a valid and effective licence or permission from any relevant licensing or               concerned or such other address as notified for the purpose.
      other regulatory authority in the territory concerned;                                               10.3   If any provision hereof is invalid or unenforceable in any respect, the validity and enforceability
6.3   Copyright subsists in all Software including its documentation whether it is CPL or its                     of the remaining provisions shall be unaffected.
      suppliers' proprietary Software or Software supplied by CPL under licence.                           10.4   No waiver of any breach of these Terms shall be a waiver of any subsequent breach of the
6.4   Title to the Software remains with CPL, or with the third parties from whom CPL has                         same or any other provision.
      acquired licence rights. The Client is not granted any right, title, interest, copyright, or other   10.5   These terms shall be governed by Scottish law. Claims against CPL shall be brought
      intellectual property in the Software, or in any trademarks service marks, words, symbols, or               exclusively in the Scottish Courts. Claims against Client may be brought in courts of Scotland
      other trade marks used, adopted or owned by CPL or by any third party either alone or in                    or of any territory where Client may at any time be resident, carry on business or have
      association with other words or names.                                                                      assets.
6.5   to notify CPL forthwith of any repair or maintenance required to Equipment and not to
      permit such repair or maintenance other than by CPL or its agents;