Legal

Owner Standard Terms

Last updated: February 2016

1. Definitions

1.1 In this Contract the following words shall have the following meanings:

Booking Form: — the signed document confirming details of the hirer and the relevant booking;
Business Day: — any day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Contract: — the Registration Form together with these Owner Standard Terms;
Damage Deposit: — any damage deposit fees collected and held by Field on behalf of the Owner;
Field Fee: — twenty (20%) to thirty percent (30%) of the Total Hire Fee, plus any applicable VAT;
Force Majeure: — any act of God, natural disaster, strike, war, terrorism, embargo or other event beyond the reasonable control of either party;
Hire Agreement: — the Booking Form and the Standard Terms of Hire together;
Minimum Term: — twelve months from the date of Field's confirmation of the Registration Form;
Property: — the Owner's property or properties registered with Field for hire as set out in the Registration Form;
Recces: — viewings of the Property by potential hirers prior to entering into a Hire Agreement;
Territory: — worldwide;
Total Hire Fee: — the total charges payable by the hirer for the hire of the Property (with VAT shown separately where applicable).

1.2 In this Contract, unless the context otherwise requires, references to a statute or statutory provision include any subordinate legislation made under it and any amendment, re-enactment or replacement of it; "including" means "including without limitation"; and references to persons include individuals, companies and other legal entities.

1.3 In the event of any conflict between the terms of the Registration Form and the Owner Standard Terms, the terms of the Registration Form shall prevail.

2. Appointment of Field

2.1 Option A (Non-Exclusive): Subject to the terms of this Contract, the Owner hereby appoints Field as its non-exclusive agent to provide the Services during the Term. The Owner may appoint other agents or service providers in respect of the Property provided that the Owner informs Field of any dates on which the Property has been booked by or through such other agents or service providers. Field gives no guarantee or representation to the Owner as to the amount of revenue or number of Hire Agreements that Field will secure for the Owner during the Term.

2.2 Option B (Exclusive): Subject to the terms of this Contract, the Owner hereby appoints Field as its exclusive agent to provide the Services during the Term. The Owner may not appoint any other agent or service provider to provide the same or similar services in respect of the Property during the Term. Field gives no guarantee or representation to the Owner as to the amount of revenue or number of Hire Agreements that Field will secure for the Owner during the Term.

2.3 Either party may terminate this Contract by giving not less than three months' written notice to the other, such notice not to expire before the end of the Minimum Term.

3. Procedure for Concluding Hire Agreements

3.1 Field shall negotiate with potential hirers on the Owner's behalf and shall arrange Recces of the Property with the Owner's prior approval.

3.2 Prior to entering into any Hire Agreement, Field shall discuss the key terms with the Owner, including the proposed hire period, proposed Recce dates and proposed fees, and shall prepare a draft Booking Form and Hire Agreement and submit these to the Owner by email.

3.3 The Owner shall have five Business Days (or such shorter period as Field may specify where a hirer requires an urgent response) to accept or refuse the proposed Hire Agreement. Confirmation of acceptance by the Owner in this Clause 3.3 shall be deemed acceptance of and agreement to enter into the Hire Agreement on the terms submitted.

3.4 The Owner shall sign the Booking Form and Hire Agreement promptly upon request by Field. If the Booking Form and Hire Agreement are not signed in advance of the start of the relevant Hire Period, Field accepts no responsibility or liability for the loss of any booking.

4. Access to the Property

4.1 Field shall require access to the Property from time to time for the purposes of providing the Services. The Owner shall facilitate such access and Field shall obtain the Owner's permission via email or telephone prior to attending the Property.

4.2 The Owner shall arrange access to the Property for hirers for the purposes of Recces and the relevant Hire Period and shall provide a representative to assist hirers if required.

5. Field Warranty

5.1 Field warrants that it has the authority to enter into and perform this Contract.

6. Owner Warranties, Responsibilities & Obligations

6.1 The Owner warrants that: (a) the Owner is the sole owner of the Property (or is authorised by all co-owners to enter into this Contract) and has all necessary rights to enter into this Contract and grant hirers access to the Property; and (b) there are no restrictions on the hire of the Property arising from the title deeds, planning conditions, mortgage conditions or any other source.

6.2 The Owner shall comply in all respects with each Hire Agreement entered into in respect of the Property. Field shall have no liability (other than as set out in this Contract) to the Owner as a result of any acts or omissions of the hirer.

6.3 Field shall use reasonable endeavours to obtain confirmation from each hirer that the hirer holds public liability insurance with a minimum level of cover of £1,000,000 per claim. The Owner shall not be obliged to take out insurance but must be aware of their statutory obligations and duty of care towards visitors. The Owner warrants that the Property is safe for the purposes of filming and for access by members of the public.

6.4 The Owner shall immediately notify Field if the Property becomes unavailable for hire for any reason (including Force Majeure). In the event of any cancellation by the Owner: (6.4.1) the Owner shall refund all or part of any monies paid to the Owner to Field to enable Field to refund the relevant hirer in accordance with the Hire Agreement; (6.4.2) Field shall be entitled to retain Field Fees proportionate to any sums retained by the Owner; and (6.4.3) a £100 plus VAT administration charge shall be payable by the Owner to Field in respect of each cancelled Hire Agreement.

6.5 The Owner shall maintain the features and facilities of the Property as advertised in the Library and shall notify Field immediately of any changes or withdrawal of features or facilities. Upon receipt of such notification Field shall endeavour to inform hirers of such change or withdrawal but shall have no liability for any failure to do so. If a hirer cancels a Hire Agreement as a result of any change to the features or facilities of the Property, the Owner shall pay the cancellation fees set out in clause 6.4.

6.6 If any person contacts the Owner directly to hire the Property, the Owner shall immediately inform Field. Field reserves the right to charge the Field Fee plus VAT in respect of such hire booked directly with the Owner, to be paid to Field by the Owner on demand.

6.7 Once a Hire Agreement is signed by the Owner and the hirer, a legally binding contract is made between the Owner and the hirer and thus the Owner shall be responsible for dealing with any problems or complaints from the hirer directly. The Owner acknowledges and accepts that Field shall have no obligation or liability in respect thereof.

7. Financial Provisions

7.1 Field shall receive all payments from hirers on behalf of the Owner.

7.2 Field shall issue invoices to hirers and collect all payments due under each Hire Agreement, including the Total Hire Fee, any deposits and any Damage Deposits.

7.3 Field shall be entitled to deduct the Field Fee from the Total Hire Fee prior to accounting to the Owner for the balance.

7.4 Field agrees to pay to the Owner the Total Hire Fee less the Field Fee and applicable VAT plus any other costs relating to the Hire Agreement as agreed with the Owner, subject to proper payment by the hirer. Payment shall be made within 20 Business Days of completion of the relevant hire period, subject to receipt of a valid invoice from the Owner.

7.5 Any deposit stated in the Booking Form shall be held by Field throughout the hire period and shall be paid to the Owner as part of the Total Hire Fee in accordance with clause 7.4.

7.6 Any Damage Deposit shall be held by Field in trust for the Owner and any costs of remedying damage to the Property or over-run charges may be deducted from the Damage Deposit in consultation with the Owner. Any compensation for damage to the Property shall be negotiated directly between the Owner and the hirer. Field excludes all liability for any loss, damage or injury howsoever caused to the Property or to any hirer, the Owner or any other persons occupying or connected to the Property or to any personal property belonging to the same, before during or after the Hire Period, to the fullest extent permitted by law.

7.7 The Total Hire Fee excludes any Library fee, which shall be retained 100% by Field.

7.8 In the event of cancellation by a hirer: (7.8.1) Field excludes all liability for any loss caused to the Owner or any other person by such cancellation to the fullest extent permitted by law, and any compensation must be negotiated with and recovered from the hirer by the Owner directly; (7.8.2) the Owner shall retain or receive the hire fee in accordance with the cancellation provisions of the relevant Hire Agreement, and Field shall deduct the Field Fee before paying the remainder to the Owner; (7.8.3) the Property shall be available for new bookings (Rehires) on any cancelled dates; (7.8.4) Field may offer discounted rates for cancelled dates; and (7.8.5) any Rehires shall be subject to the same terms as set out in this Contract, including the Field Fee.

8. Indemnity

8.1 The Owner shall indemnify Field and keep Field indemnified against all losses, damages, claims, costs and expenses (including legal fees) arising from or in connection with: (a) any breach by the Owner of this Contract; (b) any breach by the Owner of any Hire Agreement; or (c) any act or omission of the Owner in connection with the Property.

8.2 The Owner shall be solely liable for all taxes arising in connection with the hire of the Property. The Owner undertakes to indemnify and keep indemnified Field in respect of any such tax liabilities imposed upon Field.

8.3 Nothing in this Contract limits or excludes Field's liability for death or personal injury caused by Field's negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by applicable law.

8.4 Subject to clause 8.3, Field shall not be liable to the Owner, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Contract for loss of profits, loss of sales or business, loss of business arrangements or contracts, loss of or damage to goodwill, or any indirect or consequential loss whatsoever.

8.5 Subject to clause 8.3, Field's total liability to the Owner in respect of any Hire Agreement shall be limited to the Field Fee received by Field in respect of that Hire Agreement.

9. Termination

9.1 This Contract may be terminated with immediate effect by either party in the event that the Owner disposes of the Property by sale, letting, demolition or development.

9.2 On termination of this Contract for any reason, both parties shall remain responsible for the performance of all obligations accrued up to the date of termination, including the payment of all outstanding fees.

9.3 Field may terminate this Contract by written notice with immediate effect if: (9.3.1) the Owner commits a material breach of this Contract and fails to remedy such breach within 10 Business Days of written notice; (9.3.2) the Owner commits a material breach of any Hire Agreement which renders the Property unsuitable for inclusion in the Library; or (9.3.3) the Owner becomes insolvent, enters into liquidation, has a receiver or administrator appointed, or takes or suffers any similar action in any jurisdiction.

9.4 Field may terminate this Contract with immediate effect if, in Field's reasonable opinion, there is an unreasonable level of complaints or litigation or threats of litigation in respect of the Property.

10. Data Protection

10.1 Field is committed to preserving the privacy of its clients. Field collects and uses information about the Owner in accordance with applicable data protection legislation. Field will never impart the Owner's personal information to a third party, except with the Owner's express permission or in the course of providing the Services.

10.2 The Owner acknowledges that information relating to hirers is subject to data protection legislation (including the Data Protection Act 1998 and any successor legislation). The Owner shall: keep all hirer information strictly confidential; use hirer information only for the purposes of the relevant Hire Agreement; not use hirer information for any marketing purposes; and not disclose hirer information to any third party without the hirer's prior written consent.

10.3 The Owner consents to Field sharing the Owner's details (including name and address) with hirers or their representatives for the purposes of resolving any dispute, complaint or cancellation arising in connection with a Hire Agreement.

11. Intellectual Property Rights

11.1 Field owns all copyright and other intellectual property rights in all media and anywhere in the world arising in the website, the Library and any documentation or materials produced by Field in connection with this Contract (including without limitation photographs taken by Field of the Property) and the execution of the Services.

11.2 The Owner warrants that it owns all copyright and other intellectual property rights in all materials supplied by the Owner to Field (including photographs, pictures, plans and maps) ("Owner Materials") and that Field's use of the Owner Materials will not infringe the rights of any third party. The Owner hereby grants to Field a non-exclusive royalty free licence in perpetuity of the Owner Materials for use by or on behalf of Field in all media so far as connected to the Owner's provision of the Services.

12. Miscellaneous

12.1 Waiver. A failure or delay by either party to exercise any right or remedy provided under this Contract shall not constitute a waiver of that or any other right or remedy.

12.2 Entire Agreement. This Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

12.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by both parties.

12.4 Severance. If any provision of this Contract is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. Any such modification shall not affect the validity and enforceability of the rest of this Contract.

12.5 Third Party Rights. No person other than a party to this Contract shall have any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

12.6 Notices. Any notice given under this Contract shall be in writing and delivered by hand, recorded post, courier, or email to the address or email address set out in the Registration Form. Notices shall be deemed received on delivery (if by hand or courier), on the second Business Day after posting (if by recorded post), or on transmission within normal business hours (if by email).

12.7 Assignment. Field may assign the benefit of this Contract to any third party. The Owner may not assign or transfer any of its rights or obligations under this Contract without Field's prior written consent.

12.8 Governing Law. This Contract and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract.

12.9 This Contract shall take effect from the date of Field's confirmation of the Registration Form, whether by email or through the website.

Many thanks,

Field Locations (UK) Limited

Registered Address:

Southleigh, Reading Road, Burghfield Common, Berkshire, United Kingdom RG7 3BL

February 2016