Terms & Conditions

  1. Interpretation
     In these Conditions of Business unless the context otherwise requires:
    1. “Booking Form” means the Booking Form to which these Conditions of Business are appended.
    2. “Contract” means the Key Terms together with these Conditions of Business.
    3. “Customer” means the person (including his successors, personal representatives and permitted assignees) hiring Equipment, if any, and receiving the Services from DO.
    4. “Customer Materials” means any material including but not limited to video tape, film, sound recording, artwork, magnetic media and/or other media delivered to DO by the Customer in connection with this Contract.
    5. “Delivery” means the point at which the Customer has taken possession of the Equipment at the Delivery Location.
    6. “DO” means Digital Orchard Group Limited, a UK company with its registered office at Digital Orchard Group, Nara Park, Lodge Lane, Chalfont St Giles, HP84AX
    7. “Equipment” means cinematography and photography equipment, and all other related equipment and accessories owned or leased by DO and hired by the Customer from DO.
    8. “Fee” means the sum(s) that the Customer shall pay to DO under this Contract in accordance with Section 2.1, as set out in the Booking Form.
    9. “Hire Period” means the period for which the Customer hires the Equipment as set out in the Booking Form.
    10. “Production” means the production referred to in the Booking Form.
    11. “Services” means the services to be provided by DO to the Customer, as set out in the Booking Form.
    12. “Working Day” means any day other than a Saturday, Sunday or public holiday in England and Wales.
  2. Fee; Taxes
    1. Fee. The Customer shall pay DO the Fee as set out in the Booking Form, comprising: (a) a fee in respect of DO’s provision of Services (the “Service Fee”); and (b) a fee in respect of the rental of the Equipment to the Customer (the “Rental Fee”).
    2. Calculation of Rental Fee. The Rental Fee shall be calculated from Delivery until the Equipment is returned to DO’s place of business (or such other address as DO notifies to the Customer from time to time) and is accepted by DO staff (“Return”). In the event that the Equipment is not returned by 9:00am on the Working Day following the last day of the Hire Period, the Customer shall be liable for additional fees at the full daily rental rates set out in the Rental Catalogue for each day until 9.00am on the Working Day after the Equipment is Returned.
    3. Payment. The Customer shall pay the Fee in Pounds Sterling to DO, without abatement, deduction or set-off, within 30 days of the issue date of DO’s invoice to the Customer. However, DO reserves the right to require payment of the Rental Fee in cash upon confirmation of the Customer’s order or Delivery if DO so notifies the Customer. Time for payment of the Fee shall be of the essence of the Contract.
    4. Late Payment. Past due amounts shall bear interest at the rate of 4% per annum above the base rate of the Bank of England from time to time and such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The parties agree that such default interest is not a penalty but is a true measure of damages incurred by DO. In the event that the Customer fails to pay when due, the Customer shall be liable for all out-of-pocket costs incurred by DO in collecting such amounts, including but not limited to reasonable outside legal costs and disbursements on a full indemnity basis.
    5. Taxes. The Customer will be solely responsible for any and all taxes, transportation charges, duties, broker fees, bonds, and all other costs arising out of the Customer’s hire, use or transportation of the Equipment or otherwise resulting from the Customer’s hire of the Equipment.
    6. Expenses. The Customer shall promptly reimburse DO for any expenses properly incurred by it in the course of providing the Services, including but not limited to all reasonable transport expenses, following the Customer’s receipt of an invoice in respect of the same from DO.
    7. Voided Payments. Any payment made by or on behalf of the Customer which is later voided by the application of any statutory provision shall be deemed not to discharge the Customer’s obligations to DO and in such event, the parties are to be restored to rights and obligations which each respectively would have had if the payment had not been made.
  3. Engagement & Services
    1. Engagement. DO shall: (a) provide the Services to the Customer; and (b) provide the Equipment to the Customer, as set out in the Booking Form.
    2. Commencement. The Services shall commence on the Start Date unless otherwise agreed between the parties in writing and shall continue until completion of the Services, unless the Contract is terminated earlier. If prior to the commencement of the provision of the Services, circumstances arise which result in delay to the provision of Services, DO may postpone the Start Date until such date as shall be agreed between the parties in good faith. In such case the Services shall be deemed to commence on such substituted date. For the avoidance of doubt, in addition to the Fee, the Customer shall be charged for any services provided by DO which are or may be required in order to accommodate any delay in the performance of the Services to the extent caused either in whole or in part by the Customer for whatever reason.
    3. Amendments. The Customer may request reasonable amendments to or cancellation of the Services or the Equipment specified in the Booking Form in writing. If reasonably practicable for it to do so, DO shall use reasonable endeavours to comply with any such request. In the event of any such cancellation or amendment, the Customer shall remain liable to pay the Fee and the Customer will in addition reimburse DO for all charges, costs and expenses incurred by DO as a result of such cancellation or amendment.
  4. Equipment
    1. Delivery. The Customer shall be responsible for the collection and return of the Equipment from and to DO’s place of business or such other address as DO notifies to the Customer from time to time (“Delivery Location”) except where prior alternate arrangements are agreed with DO in writing. DO shall have absolute discretion as to the mode of delivery and the Customer shall at all times bear the risk and the cost of delivery unless otherwise agreed in writing by DO. With each Delivery, DO shall provide to the Customer a Delivery Receipt that shall itemise the Equipment delivered. Unless DO receives written notice to the contrary from the Customer within 24 hours of Delivery, the Delivery Receipt shall be considered conclusive evidence that the listed Equipment was delivered in good working order. Any delivery and/or collection dates given by DO to the Customer are approximate and shall not be of the essence of the Contract.
    2. Return. The Customer shall return the Equipment at the Customer’s expense to the Delivery Location at the end of the Hire Period in the same condition as when received by the Customer.
    3. Use of Equipment. The Customer shall: (a) not use the Equipment for any purpose other than image capture, and related electrical distribution of the Customer’s project and related matters; (b) not lend, sublet, pledge, or otherwise dispose of or encumber the Equipment, or permit anyone other than the Customer, persons under the Customer’s direction and control (having appropriate qualifications and experience), or DO, to have possession of, use, examine or evaluate the Equipment; (c) not modify or disassemble the Equipment; (d) take all reasonable precautions to avoid loss or damage to the Equipment during the Hire Period ; (e) advise DO of any fault in the Equipment within 24 hours of the Customer’s discovery of such fault; and (f) not, without the prior written consent of DO, use the Equipment on any abnormal or hazardous assignment or transport the Equipment outside of the United Kingdom.
    4. Recovery. The Customer acknowledges that DO may enter into or upon any such premises where the Equipment may be in order to remove the Equipment, without prejudice to the rights of DO to recover from the Customer any monies due hereunder or any damages for breach hereof and the Customer indemnifies DO in respect of any claims, damages or expenses arising out of any action taken under this Section 4.4.
    5. Maintenance and Repairs. (a) Normal cleaning of Equipment and basic troubleshooting shall be done by the Customer at its own cost and shall only be performed by persons who have been provided explicit maintenance and service instruction by DO. If the required repairs exceed, in DO’s opinion, normal cleaning and maintenance, DO shall undertake such repairs itself and the Customer shall Return the Equipment to DO promptly for this purpose. (b) The cost of repairs or replacement resulting from reasonable wear and tear (in DO’s opinion), or from any defect in the Equipment (the “DO Covered Repairs”) shall not be charged to the Customer. (c) Repairs or replacement costs resulting from any other cause, including, without limitation, misuse, accident or abuse of the Equipment shall be charged to the Customer, including repair, transport and rental of replacement equipment. During any period of repair or replacement pursuant to (c), the Rental Fee shall continue to be payable by the Customer.
    6. Ownership. The Customer’s rights in relation to the Equipment are as a lessee only and nothing herein shall be construed as conveying to the Customer any right, title or interest, other than a temporary leasehold interest, in or to any Equipment or in or to any other property of DO, including but not limited to, DO’s intellectual property, and the Equipment shall at all times remain the sole property of DO and the Customer agrees that it shall not sell, loan, assign, pledge, encumber, part with or suffer any lien to be created over any Equipment. DO may, but shall not be required to, identify the Equipment to indicate DO’s ownership by nameplate or other means, and the Customer agrees not to remove or deface such identification.
  5. Loss, Damage, Insurance
      1. Risk. The Equipment shall be at the Customer’s risk from Delivery until Return except that acceptance of Equipment by DO staff upon Return does not release the Customer from responsibility for loss or damage to Equipment pursuant to this Contract.
      2. Loss. In the event that Equipment is lost, stolen, missing, destroyed, or damaged beyond repair while at the risk of the Customer, the Customer shall be liable for and agrees to compensate DO for the greater of replacement cost (without deduction for depreciation) or the insurance value prescribed on DO’s schedule of insurance values, which is available upon request and subject to change from time to time. Further, with respect to any lost, stolen, missing, destroyed or damaged Equipment, the Customer agrees to compensate DO for the Rental Fee for the Equipment until the Equipment is repaired or replaced.
      3. Customer Insurance. The Customer shall, at its expense, obtain and maintain in full force and effect insurance in compliance with Section 5.3(b) covering any and all liability, claims, demands, actions, causes of action, loss, costs, damage and expenses arising out of or based upon the use or possession of the Equipment or the present or future fitness, quality, design, condition, repair, merchantability, functioning, performance or malfunctioning of the Equipment, or its material or workmanship, no matter how caused or occasioned, but excluding gross negligence or wilful misconduct of DO, its officers, directors, employees, agents, or representatives. Such insurance shall be written by reputable insurance carriers maintaining an AM Best Rating of A- and financial size 5 and must include an extension to include hire charges incurred on lost or damaged Equipment whilst it is being replaced or repaired in accordance with Section 4.5. The Customer shall, at its own expense, extend such insurance as necessary to provide the same level of cover for any extension to the Hire Period as may be agreed between the parties. The Customer’s insurers must be the primary insurers of the Equipment for the duration of the Contract and coverage shall be written on a non-contributor basis. Prior to the commencement of the Services and/or delivery of the Equipment (whichever is earlier), the Customer shall provide to DO valid certificates of insurance complying with Section 5.3(b) showing that such insurance is in full force and effect and that all necessary premiums have been paid. The Customer shall provide DO at least 30 days’ prior notice of any proposed modification, alteration or cancellation of any such insurance. The Customer agrees to inform its nominated insurer where any Equipment may be subjected to abnormal or hazardous conditions or possible damage by foreign materials such as salt, water, dust or sand so that full and appropriate insurance cover may be effected. The Customer shall, throughout the provision of the Services, and any extension thereto as may be agreed between the parties, not cause or permit to be caused any breach of any insurance policy required under this Contract. Notwithstanding anything else in this Section 5.3, the Customer shall remain primarily liable to DO pursuant to the provisions of Sections 5.1 and 5.2 above, and DO may enforce its remedies hereunder directly against the Customer without proceeding against the insurer.
        (b) Minimum Requirements.
        Type of Coverage (*) Limits Wording Requirements
        Commercial General Liability Insurance £100,000 per occurrence
        £500 000 aggregate        		 DO named as an additional insured
        Foreign territory extension, if filming outside the country of the DO office issuing invoices for rental of the Equipment
        Miscellaneous Equipment Floater

        Equipment value (being the cost of replacing the Equipment at the time of the loss or damage with replacement equipment of the same type and/or equivalent specification as that supplied to the Customer) plus £250,000

        		 DO named as the loss payee
        Worldwide coverage
        Replacement cost basis without deduction for depreciation
        Loss of extension / continuation of hire
      4. Loss Procedures. In the event of loss or damage to the Equipment of any kind the Customer shall: (a) immediately notify DO (and the police where appropriate) and take all practicable steps towards discovery and recovery; (b) as soon as practicable, provide DO with a full written report of the circumstances of the loss or damage to DO and furnish DO with any particulars or evidence as may be required by DO.
      5. Customer Materials. The Customer shall insure all the Customer Materials against all risks while the same are in the possession or under the control of DO. All transport and/or delivery relating to the Customer Materials shall be entirely at the Customer’s own risk and the Customer shall be entirely responsible for the arrangement and cost of such transport and/or delivery. If for any reason the Customer cannot accept delivery of or collect the Customer Materials at the time when such materials are due for collection or delivery, DO may elect to store such Customer Materials pending such collection or delivery. In such case the Customer shall be liable to DO for the reasonable costs (including insurance) of such storage but DO shall be under no obligation to insure the Customer Materials and the risk of any loss or damage howsoever arising shall be borne by the Customer.
  6. Freelance Staff
    1. Provision of Services. In the event that the Customer requests that any Services are provided by a specific, named individual who is not an employee of DO, DO may decide in its absolute discretion to supply the services of such individual as part of the Services but shall not be in any way obliged to do so. In the event DO agrees to permit such individual to contribute to the provision of the Services the Customer shall assume and retain liability for the activities of such individual for the duration of the period of the Services as if they were staff of the Customer.
  7. Intellectual Property and Warranties
    1. Customer Materials. DO hereby confirms that neither it, nor its licensees or assigns, shall have any rights of copyright or of any other kind or nature in and to the Customer Materials.  The Customer warrants, undertakes and represents that the Customer Materials: (a) do not infringe the rights of any third party (including without limitation any copyright, trademark or proprietary interest of any third party); (b) do not contain any matter defamatory of any party; and (c) are not illegal or tortious.
    2. DO Warranties. DO warrants that any Services provided by DO under this Agreement will be provided with reasonable care and skill. DO further warrants that any Equipment supplied by DO as part of the hire shall be fit for purpose and be of industry standard quality and comply with all applicable statutory and other regulatory requirements.
  8. Confidentiality
    1. Obligations. Each party shall treat all information concerning the business of the other acquired by it pursuant to this Contract as confidential and not disclose such information to any other person without the other party’s prior written consent except to the extent that the information: (a) is now or shall hereafter have entered into the public domain otherwise than as a consequence of an unauthorised disclosure by either party or any third party; (b) is rightfully and without restriction on disclosure or use known to the recipient party prior to the date of disclosure by the disclosing party; or (c) is required to be disclosed by law and in such event the party required to make such disclosure shall inform the other party reasonably in advance of  such disclosure so far as possible within the law.
    2. Publicity. DO will be permitted to refer to the Production and use of the Customer’s trade marks and logos, if any, on its website, social media and otherwise in connect with the publicity and advertising of DO’s and/or its affiliates’ business and/or services.
  9. Exclusion of Warranty
    1. Exclusion of Warranty. DO MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, THE FITNESS, QUALITY, DESIGN, CONDITION, REPAIR, MERCHANTABILITY, FUNCTIONING, PERFORMANCE OR MALFUNCTIONING OF THE EQUIPMENT, OR OF ITS MATERIAL OR WORKMANSHIP AND ALL WARRANTIES OR OTHER SIMILAR TERMS INCLUDING WITHOUT LIMITATION THOSE IMPLIED BY STATUTE (INCLUDING BUT NOT LIMITED TO THE TERMS IMPLIED BY SECTIONS 3 TO 5 (INCLUSIVE) OF THE SUPPLY OF GOODS AND SERVICES ACT 1982), COMMON LAW OR CUSTOM ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THE CONTRACT. The Customer further acknowledges that it has determined the Equipment as specified on the Delivery Receipt will be fit for its purposes and that it has not relied on the skill or judgment of DO or any person purporting to act on DO’s behalf in selecting such Equipment and that before taking delivery the Customer has checked the Equipment for completeness, correct functioning and suitability, including film testing of all cameras wherever practicable in a manner similar to that in which they will be used by the Customer on the Production.
  10. Limitation Of Liability &Amp; Indemnity
    1. Limitation of Liability. THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT DO (AND ANY MASTER LESSOR OF THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO TECHNOCRANE, S.R.O.) SHALL NOT BE LIABLE FOR: (a) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION: DAMAGES FOR LOSS OF PROFITS, LOSS OF SALES OR BUSINESS; LOSS OF AGREEMENTS OR CONTRACTS; LOSS OF ANTICIPATED SAVINGS OR LOSS OF GOODWILL, TO THE CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, FOR BREACH OF STATUTORY DUTY, OR OTHERWISE), ARISING UNDER OR IN CONNECTION WITH THE CONTRACT RESULTING FROM THE FITNESS, QUALITY, DESIGN, CONDITION, REPAIR, MERCHANTABILITY, FUNCTIONING, PERFORMANCE OR MALFUNCTIONING OF THE EQUIPMENT, OR OF ITS MATERIAL OR WORKMANSHIP; (b) ANY LOSS TO THE EXTENT THAT IT RESULTS FROM ANY FAILURE OR DELAY BY THE CUSTOMER (OR ANY OF ITS STAFF) TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS CONTRACT; (c) ANY LOSS CAUSED BY THE ACT OR OMISSION OF DO STAFF WHICH THE CUSTOMER HAS SPECIFICALLY REQUESTED; and/or (d) ANY LOSS CAUSED BY THE ACT OR OMISSION OF ANY MEMBER OF DO STAFF WHICH THE CUSTOMER HAS NOT SPECIFICALLY REQUESTED BUT WHERE SUCH STAFF ARE ACTING UNDER THE DIRECTION AND CONTROL OF THE CUSTOMER OR THE CUSTOMER’S STAFF IN UNDERTAKING SUCH ACT OR OMISSION.
    2. Without prejudice to Section 10.1 DO’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Fee paid under the Contract.
    3. Nothing in this Contract shall limit or exclude DO’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; fraud or fraudulent misrepresentation; or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
    4. Waiver & Indemnity. The Customer waives, releases and agrees to defend, indemnify and hold harmless DO, its affiliates and related companies and each of their respective officers, directors, employees, shareholders, agents, representatives, insurance carriers, successors, licensees, and assigns, and each of them, from any liability, claims, rights of subrogation, demands, actions, causes of action, losses, costs, damages and expenses (collectively, “Claims”) arising out of or based upon the Customer’s negligence, default, breach of statutory duty, breach of the terms of this Contract, subrogation claims by the Customer’s insurers, third party claims for infringement of copyright or other intellectual property rights or the Customer’s use, possession, operation, and transport of the Equipment, including, without limitation, the preparation and testing of the Equipment (whether or not the preparation and testing takes place on DO’s premises), other than Claims arising out of or based upon the gross negligence or wilful misconduct of DO.
  11. Default &Amp; Remedies
    1. Default. It shall constitute an event of default (“Default”) under this Contract: (a) if the Customer shall fail to pay the Fee in accordance with this Contract; (b) if the Customer shall do or permit any act or thing whereby DO’s rights in the Equipment may be prejudiced, or which constitutes illegal or improper use of the Equipment; (c) the Customer shall become insolvent or shall cease to conduct its business as a going concern, or shall apply for or consent to otherwise obtain the appointment of a receiver, trustee, administrator, liquidator or similar appointment to the Customer or assets of the Customer, or if proceedings are instituted under any applicable insolvency law; or (d) if the Customer commits any breach of this Contract other than as referred to in (a), (b), or (c) above and such breach has not been cured within 2 Working Days from the date of DO’s written notice to the Customer of such breach.
    2. Remedies. In the event of a Default, DO may: (a) demand immediate payment of any accrued and unpaid part of the Fee and any other amounts due and the Customer shall pay such amounts immediately upon such demand; and (b) immediately terminate the Contract and any rights the Customer may have accrued under it including the Customer’s right of possession and use of the Equipment and the Customer shall immediately return the Equipment to DO, or DO may, at the Customer’s expense, enter into any premises where the Equipment may be located and repossess the Equipment. In addition, DO may pursue any other remedy available to DO at law or in equity, and each such right and remedy may be enforced concurrently with any other right or remedy.
    3. No Injunct. In the event of any breach of this Agreement by the Customer, the only remedy available to DO shall be an action at law for damages, if any, actually suffered by DO and DO shall not be entitled to injunctive or other equitable relief.
  12. Force Majeure
    1. Force Majeure Event: DO shall not be liable to the Customer for any delay in performing or for any failure to perform its obligations under this Contract if and to the extent that such delay and/or failure results from any event or circumstance beyond DO’s reasonable control including (without limitation) fire, flood, act of God, explosion, war, revolution, insurrection, riot or civil commotion, national or local emergency, act or threat of terrorism, strike, lock-out or other form of industrial dispute, any difficulty in obtaining raw materials, labour, fuel or parts of machinery, any power failure or breakdown in machinery at DO’s premises or any power failure or breakdown in machinery or any breakdown or failure of lighting, heating or ventilation of the facilities  (“Force Majeure Event”).
    2. Effect of a Force Majeure Event: If DO shall be affected by a Force Majeure Event such that it cannot perform the Services or any part thereof it shall notify the Customer as soon as reasonably practicable of the nature and extent of its inability to perform and if the Force Majeure Event in question prevails for a continuous period in excess of 14 (fourteen) days either party shall be entitled to give notice to the other to terminate the Contract but without prejudice to the rights and remedies of either party in respect of any antecedent breach.
    3. Cancellation. DO reserves the right to cancel the Contract at any time before the performance of the Services has commenced in the event that DO is affected by a Force Majeure Event. In such circumstances DO shall return to the Customer any monies then paid by the Customer and DO shall have no further liability to the Customer under this Contract.
  13. Screen Credits
    1. Credit. Subject to DO not being in material, uncured breach of this Contract, the Customer shall accord DO an on screen credit in the end titles of the Production in substantially the form “[i]”.
  14. General
    1. Effect of Termination. Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination or expiry. Any provision of this Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect. On termination of this Contract for any reason the Customer shall ensure that all the Customer Materials are immediately collected from DO failing which DO shall have the right to remove and/or store such items at the Customer’s risk and expense or retain, destroy or otherwise dispose of the same without any liability to the Customer, subject to DO giving one week’s written notice to the Customer.
    2. Relationship of the Parties. Nothing contained in this Contract shall be construed to create a partnership between, or joint venture by, the parties, or to constitute either party the agent of the other party. The parties do not intend to confer any benefit on a third party and do not intend that any third party should have any right to enforce this Contract. Without limiting the above, a person who is not a party to this Contract has no rights under The Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any rights or remedies available to a third party which exist or are available under that Act or otherwise.
    3. Severability. If any provision of this Contract is illegal, void or unenforceable, such provision shall be severable, and shall not affect any other provision of this Contract, and shall be deemed to be modified to the minimum extent necessary to avoid the illegality.
    4. Successors and Assigns. This Contract shall be binding upon each party and its respective parent companies, affiliate companies, subsidiary companies, successors and assigns, however, the Customer may not assign or transfer (whether in whole or in part) its rights or obligations under this Contract without prior written consent by DO.
    5. Legal Fees and Costs; Choice of Law and Jurisdiction. The prevailing party in any suit, legal proceeding, arbitration or other action brought arising in connection with this Contract shall be entitled to recover its reasonable external legal fees and other expenses incurred in such proceeding or action, in addition to any other relief to which it may be entitled. This Contract (and any non-contractual disputes or claims relating hereto) shall be construed and take effect in accordance with the laws of England and Wales and it is hereby agreed that the Courts of England shall have exclusive jurisdiction to resolve any dispute or claim which may arise out of or in connection with this Contract.
    6. Compliance with Laws. The Customer will, at all times, comply with all applicable laws, rules and regulations relating to the use, shipping, handling or transport of the Equipment including, but not limited to all environmental, occupational health and safety or other such laws, rules and regulations as DO shall from time to time notify the Customer.
    7. Waiver. Any failure by DO to insist upon strict performance by the Customer of any term or condition contained in this Contract shall not be taken to be a waiver thereof and no waiver by DO or one breach of any term or condition contained in this Contract, whether express or implied, shall operate as a waiver of another breach of the same or of any other terms or conditions in this Contract whether expressed or implied.
    8. Notices. All notices under or in connection with this Contract shall be sent to the designated recipient at the respective address indicated in the Contract. All notices shall be in writing and shall be sent by mail, by reputable courier service, or by email with a hard copy via mail. A notice shall be deemed to have been received if sent by first class post or other next working day delivery service, at 9.00 am on the second Working Day after posting; if delivered by courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, on the next Working Day following the day of sending provided that no message delivery failure or similar notice is received by the sender.
    9. Entire Agreement. This Contract constitutes the entire agreement between the parties, and supersedes any previous agreement or understanding between the parties relating to its subject matter. The parties confirm that they have not entered into this Contract on the basis of any representations that are not expressly incorporated into this Contract.