GMS (RECORDINGS) LTD: BACKGROUND MUSIC RENTAL - TERMS & CONDITIONS

G.M.S. (Recordings) Limited (hereinafter referred to as the Company) hereby agrees to render to the customer, on the terms and conditions herein stated, a rental service as listed below.

SOFTWARE DETAILS

1 MUSIC SERVICE

The company undertakes to supply the number of tracks with monthly updates as requested on our registration page. These tracks are pre-programmed at registration time. This can be altered after registration if required.

2 CARE OF MUSIC SOFTWARE

The hirer shall take all reasonable care of the music programmes and shall be responsible for any cost of the maintenance of the same arising from the Hirer's act or default or from misuse of the equipment on which they are played.

3 THE HIRER AGREES

• (a) To use the music programmes only at the installation address stated
• (b) To delete all music files from the hard drive at the conclusion of this Agreement.
• (c) Not to copy, re-hire, sell or part with possessions of the music files which shall at all times remain the property of G.M.S. (Recordings) Limited.
• (d) To pay the rental figure stated at registration (including V.A.T.) on accepting the contract and to pay on or before each requisite date, i.e. monthly, the appropriate rental monthly in advance until the Agreement is terminated. Please note, interest at the rate of 2% per month will be payable on arrears of any payments from the date they fall due, and will be automatically applied monthly until payment is received by the Company.
• (e) To pay any penalty incurred under clauses 2 or 3d hereof.

4 LICENCES

(a) Performing Right Society

The Performing Right Society's fee for public performance is not included in the basic rental and it is the responsibility of the Hirer to obtain all requisite licences and authority from: The Performing Right Society Limited, Licensing Dept, 29-33 Berners Street, London W1P 4AA. Tel. No. 0207 636 2918. http://www.prsuk.co.uk

(b) Phonographic Performance Limited

Users of original artist programmes will require a site licence from the Phonographic Performance Limited (PPL) to authorise the public performance of original artist material. The company will arrange this and invoice for this licence is generated automatically after your registration is complete. http://www.ppluk.com

GENERAL

5 REMOVAL AND ASSIGNMENT

The Hirer shall not, without the written consent of the Company, assign or transfer its rights under the Agreement, but the Company's consent to an assignment of this contract shall not be unreasonably withheld. The company and its representatives shall be entitled to inspect and test the Hirer's equipment on which the music programmes are to be played at any reasonable time and shall be entitled to disconnect the service and remove the music if the same are not being kept utilised or maintained by the Hirer in accordance with the provisions of this Agreement.

6 RENEWAL AND TERMINATION

This Agreement shall continue in force for one month and so on monthly thereafter unless terminated by the Hirer sending a written request to the Company. Intimation of termination should be made by e-mail to terminations@gmsmusic.com. Termination made verbally to the Company or to any of its representatives will not be accepted as proof of Termination.

The Company shall be entitled by either written notice or e-mail to the Hirer to terminate this Agreement forthwith and discontinue the service if:-

(a) the hirer being in arrears with any payment due under this Agreement.

(b) The Hirer shall commit an act of bankruptcy or being a company go into liquidation (except a voluntary liquidation for the purpose of amalgamation or reconstruction) or have a receiver appointed.

(c) the Hirer committed any breach of this Agreement has not remedied such breach within seven days after notice to that effect from the company. Upon the giving of any such notice in any of the foregoing events the Hirer shall be unable to use the service and upon the termination of this Agreement the Hirer shall forthwith pay to the Company the amount which is the total of all monies then due.

The same terms of settlement shall apply in the event of the hirer desiring a premature termination on this Agreement.

(d) The company reserves the right to terminate this agreement by giving thirty days notice.

7 V.A.T

All charges under this Agreement are subject to Value Added Tax at the current rate at invoice date.

8 OTHER TERMS AND CONDITIONS

The form of this Agreement contains all the terms and conditions agreed between the company and the Hirer and supersedes and excludes all other (if any) terms and conditions agreed or proposed. No verbal arrangements will be recognised by the company and no variation or modification of this Agreement shall be in any way effective unless accepted by the Company in writing and signed by a Director of the Company and is subject to the Law of Scotland.

The person ticking the accept box warrants that he has the authority of the Hirer to make the Contract on the Hirer's behalf and agrees to indemnify the Owner against all losses and costs that may be incurred by the Owner if this is not so.