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Terms & Conditions

UK Conditions of Business

(Please note New York Conditions of Business and Los Angeles Additional Terms and Conditions are outlined below. Please scroll to view.)


DEFINITIONS

1.     In these conditions, the following terms shall have the following meanings:
'The Mill' means The Mill (Facility) Limited of 40-41 Great Marlborough Street, London, W1F 7JQ upon whose document these conditions are endorsed.
'the Customer' means the person, firm, company or other body to whom such document is addressed.
'these conditions' means these conditions of business; and
'the contract' means the contract to which these conditions apply and which incorporates these conditions.

FORMATION OF CONTRACT

2.1     All goods, services or facilities are offered and all contracts are entered into subject to the following conditions of business. Subject always to condition 15.4 all other terms, conditions or warranties whatsoever are, to the maximum extent permitted by law, excluded from the contract or any variation thereof unless expressly accepted by The Mill in writing. No servant or agent of The Mill has the power to vary these conditions orally or to make any statement or representation about the goods, services or facilities offered, their fitness for any purpose or any other matter whatsoever.

2.2     These conditions shall be incorporated into any contract between The Mill and the Customer to the exclusion of any terms or conditions stipulated or referred to by the Customer. Any dealings with The Mill  following receipt by the Customer of notice of these conditions shall automatically be deemed acceptance thereof notwithstanding the absence of formal acknowledgement.

2.3     Unless otherwise expressly stated in writing, all quotations and estimates supplied by The Mill are invitations to treat. The Customer's order is an offer and shall become binding upon acceptance by The Mill.

PRICES

3.1     All prices quoted are exclusive of VAT. The Mill shall further be entitled to make an adjustment to the quoted price in the event that:-

3.1.1     additional costs are incurred by The Mill due to materials supplied by the Customer or any third party being in the opinion of The Mill, in any way defective, in an unsuitable format (or a different format to that which The Mill is expecting to receive the same) or of unsuitable quality for normal processing; or

3.1.2     the information supplied by the Customer or any third party in connection with its order does not provide a full and accurate indication of the work involved; or

3.1.3     additional costs are incurred by The Mill, due to alterations by the Customer or any third party in its requirements.

3.1.4     additional costs are incurred by The Mill due to exceptional circumstances outside the control of The Mill, including currency fluctuations and changes in third party costs.

PERFORMANCE, DELIVERY OR COLLECTION

4.1     Unless otherwise agreed in writing, all times quoted for performance or delivery or availability for collection are given in good faith but are not guaranteed. Notwithstanding that The Mill and the Customer may have agreed that time is of the essence, the time for performance or delivery or availability for collection shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the Customer. Alteration by the Customer of its requirements may result in delay in performance, delivery or availability for collection.

4.2     Any packaging supplied by The Mill, unless otherwise expressly agreed, is intended to provide adequate protection throughout normal conditions of transport by the means specified in the contract or as may be otherwise agreed. If the Customer (or the intended recipient) fails to take delivery on the agreed delivery date or to collect on the agreed collection date or, if no specific delivery or collection date has been agreed, when the goods are ready for despatch, The Mill shall be entitled to store the goods and to charge the Customer the reasonable costs of so doing and to tender its account for such charges under condition 5. Notwithstanding the terms of condition 7.1 below, The Mill shall be under no liability in respect of any loss or damage following the despatch of any goods from The Mill's premises.

4.3     If The Mill and the Customer shall agree that any goods shall be delivered electronically or via any form of telephony ("Direct Delivery") the following provisions shall as applicable apply:

4.3.1     the Customer acknowledges that Direct Delivery is not or may not be a completely secure medium of communication and that an unauthorised third party may intercept, tamper with or delete goods delivered by  Direct Delivery and that Direct Delivery may involve reliance upon third party data carriers over which The Mill has no control; and

4.3.2     The Mill shall not be responsible for and shall have no liability to the Customer or any third party for:

4.3.2.1     any delay to any Direct Delivery or any non receipt of any goods delivered by Direct Delivery;

4.3.2.2     any loss or damage that results from any person gaining unauthorised access to any Direct Delivery of any goods;

4.3.2.3     use or disclosure of any data obtained by any third party as a result of the same having gained unauthorised access to any Direct Delivery; and

4.3.2.4     any loss or damage resulting from any malfunction of or the introduction of any viruses, worms, logic bombs, time locks, time bombs, Trojan horses and/or bugs to any equipment and/or software used to effect and/or receive any Direct Delivery.

TERMS OF PAYMENT

5.1     Subject to condition 5.2 and unless otherwise agreed by The Mill in writing all invoices rendered by The Mill are payable within 28 days of the dates thereof.

5.2     The Mill expressly reserves the right at its sole option to require payment by instalments during the performance of the contract and/or payment of all amounts owing to The Mill immediately prior to delivery or making goods available for collection.

5.3     The Customer shall pay all amounts owing to The Mill in full and shall not exercise any rights of set off or counterclaim against invoices submitted. Payment of all amounts shall only be made in the currency in which they are invoiced and shall not be subject to any deductions/charges whatsoever.

5.4     In the event of default in payment by the Customer under any contract between the Customer and The Mill, The Mill shall be entitled, without prejudice to any other right or remedy, to suspend any further performance of or deliveries under any contract or contracts between The Mill and the Customer without notice and to charge interest on any amount outstanding at the rate of 4% above the base rate of Royal Bank of Scotland from time to time (accruing from day to day both before and after judgment), from the due date of payment to the actual date of payment.

5.5     All prices quoted or agreed are exclusive of any applicable value added tax, which the Customer shall be liable to pay in addition.

CANCELLATION

6.1     Any contract between The Mill and the Customer may only be cancelled or varied with the written consent of The Mill and upon the terms of these conditions. The giving of The Mill's consent shall not in any way prejudice The Mill's right to recover from the Customer full compensation for any loss or expense arising from such cancellation or variation.

6.2     If notwithstanding condition 6.1 and without prejudice to any other rights or remedies available to The Mill, the Customer shall give The Mill notice of cancellation of an order which notice is received by The Mill:

6.2.1     less than 24 hours prior to, as applicable, the date for performance or the commencement of performance or the date on which the applicable facilities were to be utilised by or on behalf of the Customer (the "Contract Date"), The Mill shall be entitled to charge the Customer the full contract price or, if none is stated, the applicable amount under The Mill's rate card current at the Contract Date; and

6.2.2     less than five working days but more than 24 hours prior to the Contract Date, The Mill shall be entitled to charge the Customer one half of the contract price or, if none is stated, one half of the applicable amount under The Mill's rate card current at the Contract Date in each case reflecting the fact that The Mill is unlikely to be able to secure an order for the facilities that had been allocated to the processing of the Customer's order from a third party within the time available.

LIABILITY

7.1     The Customer hereby agrees that without limiting any other provision of these conditions:

7.1.1     to the maximum extent permitted by law The Mill's entire liability for breach of any provisions of the contract, or any terms, warranties or conditions implied in the contract by operation of law, including The Mill's liability for negligence (except where such negligence results in death or personal injury) are excluded;

7.1.2     under no circumstances shall The Mill be liable for any consequential loss whatsoever (including damages for loss of business profits, business interruption or other indirect pecuniary loss of any kind);

7.1.3     The Mill's entire liability for any direct loss suffered by the Customer, as a result of The Mill's breach of the contract and for which The Mill shall notwithstanding any other provision of the contract be liable, shall (subject to the terms of conditions 4.2, 4.3 above and 9.1 below) be limited to the amount actually paid by the Customer in accordance with the contract;

7.1.4     the price to be paid by the Customer under the contract reflects the limitation on the liability accepted by The Mill; and

7.1.5     this condition 7.1 is reasonable and necessary in the circumstances and that having regard to that fact, this condition does not work harshly or unreasonably against the Customer.

7.2     The Customer shall indemnify The Mill from and against:-

7.2.1     all claims or proceedings taken against The Mill by any third party including any client of the Customer, The Mill's employees, the Customer's employees or the employees of any contractor employed by the Customer or The Mill or the personal representatives or dependants of any such employee or other third party in respect of personal injury or damage to property caused by or arising out of any act or omission of The Mill in the course of carrying out the specific instructions of the Customer;

7.2.2     all claims or proceedings taken against The Mill arising out of the acts and/or omissions of the Customer, its agents or sub-contractors or any of their respective employees, whether negligent or otherwise.

7.3     The Customer expressly agrees that it will at all times maintain and keep effective insurance policies with reputable insurers with sufficient cover which protect the Customer against any loss or liability which it may incur or suffer arising out of the contract or any act or default of The Mill in the performance by The Mill of its obligations to the Customer. Such insurance shall include insurance for any damage or loss for which The Mill is not liable pursuant to the conditions hereof, insurance which protects the Customer against any accidental loss, damage or destruction to any master tapes, film negative prints, sound tapes, video tapes or visual images or sound held in any media or any other materials of any kind supplied to The Mill whilst in the possession or control of The Mill. The Mill accepts no liability for any liability or loss which arises from any failure by the Customer to maintain and keep effective such insurances.

7.4     Any recommendations or suggestions relating to the use of any goods supplied by The Mill are given in good faith but it is for the Customer to satisfy itself of the suitability of the goods for its own particular purpose. Accordingly unless otherwise expressly agreed in writing and notwithstanding and without limiting condition 7.1,The Mill gives no warranty as to the fitness of the goods for any particular purpose even though that purpose may be specified in the Customer's order and any implied warranty or condition (statutory or otherwise) to that effect is excluded.

7.5     In the case of goods or component parts of goods supplied by The Mill but not of The Mill's manufacture, The Mill shall be entitled to assign to the Customer its rights against its supplier and such rights shall be taken in extinction of and in substitution for any rights which the Customer would otherwise have had against The Mill.

INTELLECTUAL PROPERTY AND DATA PROTECTION

8.1     The Customer shall indemnify The Mill from and against all actions, claims, costs, charges, expenses and proceedings arising from or incurred by reason of any defamatory or libellous matter or any infringement or alleged infringement of any patent, trademark, copyright, registered design or design copyright or other exclusive right including any moral right claim or any other title of any third party in respect of any work carried out for the Customer by The Mill.

8.2     Each of The Mill and the Customer acknowledge and agree that copyright in underlying materials processed by The Mill in the performance of its services and/or embodied in materials produced by The Mill may be owned by third parties and that the use by the Customer of all materials processed and/or produced by The Mill shall be subject always to the Customer obtaining any and all necessary licences and consents from the relevant underlying rights owner(s). The Customer hereby grants to The Mill a perpetual and royalty free licence to use all materials processed and/or produced by The Mill on the Customer's behalf to promote The Mill's business and in connection with appropriate industry awards.

8.3     Without limitation to the rights of The Mill at law, the Customer acknowledges and agrees that if, in the course of fulfilling the Customer's order and/or processing or producing materials on behalf of the Customer, The Mill discovers or devises any techniques or know how, all rights of every kind in and to such techniques and know how, shall vest absolutely in The Mill.

8.4     The Mill is an authorised data controller for the purposes of the Data Protection Act 1998 (the "Act") under registration number Z54390974.

8.5     The Customer acknowledges that in the course of its dealings with The Mill, The Mill may acquire personal data which relates to the Customer and/or any of its officers, employees or contractors and the Customer hereby consents to The Mill, in accordance with its authorisation and the Act, collecting, storing, processing and transferring to third parties such personal data. The Customer further consents to the sale or transfer by The Mill of such personal data in connection with an assignment or transfer of any of its assets and its disclosure in compliance with any rule of law or order of competent authority.

8.6     The Customer's consents pursuant to this condition 8 are given by it for itself and on behalf of (if any) its officers, employees and contractors and the Customer hereby warrants to The Mill that it has the authority to give such consent on behalf of those persons.

8.7     Further details of The Mill's Data Protection Register registration and its policy in relation to personal data can be viewed at www.mill.co.uk. That policy shall apply to personal data acquired by The Mill in its dealings with the Customer save to the extent otherwise provided in these conditions.

CUSTOMER'S MATERIALS

9.1     Where the Customer supplies any materials to The Mill or where any materials or goods which are the property of the Customer are otherwise left in The Mill's possession:-

9.1.1     notwithstanding the terms of condition 7.1. above, The Mill shall be under no liability in respect of any loss or damage or otherwise arising as a result of damage to or the loss or destruction of such materials or goods;

9.1.2     without limiting the terms of condition 7.3 above, the Customer shall insure all such materials or goods to their full value against all risks; and

9.1.3     the Customer shall remove all such materials or goods within six months of the date of issue of The Mill's invoice relating to such materials or goods in respect of which the materials have been utilised and in default, The Mill shall be entitled to return all such materials or goods to the Customer and to charge the Customer for any costs and expenses incurred by The Mill in so delivering such materials or goods. Until the removal or return of the materials or goods, The Mill shall be entitled to store the materials and goods and to charge the Customer the reasonable costs of so doing and to tender its account for such charges under condition 5. In the event that The Mill does not so return such materials or goods, The Mill shall be under no liability whatsoever for any loss or damage to such materials or goods whilst they are in the possession of The Mill and the Customer is advised to maintain insurance to the full value of such materials or goods against all risks.

9.2     Where materials are supplied or specific instructions are given by the Customer, The Mill accepts no liability for any reduction in the quality of The Mill's services caused by defects in or the unsuitability of such materials so supplied or by The Mill's adherence to such specific instructions.

RISK AND TITLE

10.1     Risk shall pass to the Customer so that the Customer is responsible for all loss, damage or deterioration to the goods the subject of the contract:-

10.1.1     if The Mill delivers the goods by its own transport or, in accordance with a specific contractual obligation, arranges transport for the goods at the time when the goods or a relevant part thereof arrive at the place of delivery; or

10.1.2     in all other circumstances, at the time when the goods or a relevant part thereof leave the premises of The Mill, or

10.1.3     if risk otherwise passes in accordance with the conditions hereof.

10.2     Title to the goods the subject of the contract or any relevant part thereof shall only pass to the Customer upon the Customer paying to The Mill all sums due and payable by it to The Mill under the contract and all other prior contracts between The Mill and the Customer;

10.3     The Mill may recover goods in respect of which title has not passed to the Customer at any time

10.4     Until title to the goods has passed to the Customer pursuant to the terms hereof:

10.4.1     it shall possess the goods as a bailee of The Mill on the terms of these conditions;

10.4.2     if The Mill so requires the Customer shall store the goods separately from other goods and shall ensure that they are clearly identifiable as belonging to The Mill;

10.4.3     the Customer shall be entitled to re-sell or use the goods in the ordinary course of its business but shall account to The Mill in respect of the proceeds of sale or otherwise of such goods;

10.4.4     the Customer shall maintain records of the persons to whom it sells or disposes of the goods and of the payments made by such persons for such goods and will allow The Mill to inspect those records on request; and

10.4.5     The Mill shall be entitled to trace the proceeds of sale or otherwise of the goods.

10.5     The Customer hereby irrevocably authorises The Mill, its officers, employees and agents to enter upon any premises of the Customer for the purpose of repossessing any goods in respect of which title has not passed to the Customer and/or to ensure that the provisions of this condition 10 are being complied with.

CUSTOMER INPUT AND ACCESS TO/USE OF THE MILL'S PREMISES AND EQUIPMENT

11.1     The Customer shall be solely responsible for ensuring that all information, advice and recommendations given to The Mill either directly or indirectly by the Customer or by the Customer's agents, servants, consultants or advisers are accurate, correct and suitable. Examination or consideration by The Mill of such information advice or recommendations shall in no way limit the Customer's responsibility hereunder unless The Mill specifically agrees in writing to accept responsibility.

11.2     The Customer hereby undertakes to The Mill to ensure that all of its personnel (to include all employees and agents of the Customer) that shall at any time have access to any premises occupied by The Mill or at which any of The Mill's equipment shall be kept all such persons shall at all times:

11.2.1     observe all rules and regulations in force at the applicable premises to include health and safety regulations and any rules governing the use of equipment and/or facilities at the applicable premises;

11.2.2     keep confidential and not divulge or communicate or make any use of any confidential information (being any and all information which relates to and/or concerns the business or activities of The Mill and/or any customer of The Mill) which the applicable person shall become aware of as a result of being present at the applicable premises.

11.3     The Customer shall indemnify The Mill from and against all actions, claims, costs, charges, expenses and proceedings arising from or incurred by reason of any breach or non observance of any provision of condition

11.2     by any of the Customer's personnel.

INSOLVENCY

12.     If the Customer shall become bankrupt or under the provisions of Section 123 of the Insolvency Act 1986 shall be deemed to be unable to pay its debts or compounds with its creditors or in the event of a resolution being passed or proceedings commenced for the administration or liquidation of the Customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver or Manager or Administrative Receiver is appointed of all or any part of its assets or undertaking, The Mill shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to The Mill.

FORCE MAJEURE

13.     In the event of the performance of any obligation accepted by The Mill being prevented, delayed, or in any way interfered with by any act of government, war, industrial dispute, strike, breakdown of machinery or equipment, accident, fire or by any other cause beyond The Mill's control, The Mill may at its option suspend performance or cancel its obligations under the contract without liability for any damage or consequential loss resulting there from, such suspension or cancellation being without prejudice to The Mill's right to recover all  sums owing to it in respect of goods delivered and costs incurred up to the date of the suspension or  cancellation.

SUB-CONTRACTORS

14.     The Mill shall be entitled to appoint one or more sub-contractors to carry out all or any of its obligations under any contract between The Mill and the Customer.

GENERAL

15.1     The Customer shall observe the provisions and requirements of all applicable trade union agreements and shall indemnify The Mill against any costs, expenses or loss incurred by it as a result of any failure by the Customer to do so.

15.2     Where appropriate and required by The Mill (but not otherwise), screen credits shall be given to The Mill and nominated individuals for all goods, services or facilities supplied by The Mill.

15.3     Headings used in these conditions are purely for ease of reference and do not form any part of or affect the interpretation of these conditions.

15.4     Nothing in these conditions shall operate to relieve The Mill from any liability for any fraudulent misrepresentation made to the Customer at any time.

15.5     If any provision of this contract as applied to either party or to any circumstance shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this contract or the validity or enforceability of this contract generally.

15.6     References to The Mill shall, as the context permits, include its licensees, sub contractors and assigns.

15.7     References to goods shall include any and all forms of audio and audio visual material processed and/or produced by The Mill on the Customer's behalf such as advertisements.

15.8     The words "include" and "including" shall not be construed restrictively.

LEGAL

16.     The contract shall be governed and interpreted exclusively according to the Law of England and shall be subject to the jurisdiction of the English Courts only.


New York Conditions of Business


DEFINITIONS

1.    In these conditions "The Mill" means The Mill Group Inc. of 451 Broadway, 5th & 6th Floors, New York, NY  10013 upon whose document these conditions are endorsed.  "The Customer" means the person, firm, company or other body to whom such document is addressed.

FORMATION OF CONTRACT

2.1    All goods, services or facilities are offered and all contracts are entered into subject to the following conditions of business.  THERE ARE NO TERMS, CONDITIONS OR WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR ANY PURPOSE OR OTHERWISE, WHICH EXTEND BEYOND THE EXPRESS TERMS, CONDITIONS AND WARRANTIES ACCEPTED BY THE MILL IN WRITING.  All other terms, conditions or warranties whatsoever are to the maximum extent permitted by law excluded from the contract or any variation thereof unless expressly accepted by The Mill in writing.  No employee or agent of The Mill has the power to vary these conditions orally or to make any statement or representation about the goods, services or facilities offered, their fitness for any purpose or any other matter whatsoever.

2.2    These conditions shall be incorporated into any contract between The Mill and the Customer to the exclusion of any terms or conditions stipulated or referred to by the Customer.  Any dealings with The Mill following receipt by the Customer of notice of these conditions shall automatically be deemed acceptance thereof notwithstanding the absence of formal acknowledgement.

2.3    Unless otherwise expressly stated in writing, all quotations and estimates supplied by The Mill are invitations to make an offer.  The Customer's order is an offer and shall become binding upon acceptance by The Mill.

PRICES

3.1    All prices quoted are exclusive of applicable sales taxes.  The Mill shall further be entitled to make an adjustment to the quoted price in the event that:-

3.1.1    additional costs are incurred by The Mill due to materials supplied by the Customer being in the opinion of The Mill of unsuitable quality for normal processing; or

3.1.2    the information supplied by the Customer in connection with its order does not provide a full and accurate indication of the work involved; or

3.1.3    additional costs are incurred by The Mill due to alterations by the Customer in its requirements; or

3.1.4    Additional costs are incurred by The Mill due to exceptional circumstances outside the control of The Mill including without limitation, currency fluctuations and changes in transport costs.

PERFORMANCE AND DELIVERY

4.1    Unless otherwise agreed in writing, all times quoted for performance or delivery are given in good faith but are not guaranteed. The Customer shall have no right to damages or to terminate the contract or cancel the order for failure to meet any performance or delivery time stated including but not limited to failure arising out of the negligence of The Mill.

4.2    Notwithstanding that the parties may have agreed that time is of the essence, the time for performance or delivery shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the Customer.  The Mill shall not be liable to the Customer for any delay in performance or delivery which may result from the Customer's alteration  of or failure to timely communicate its requirements or specifications.  Under such circumstances, The Mill may either proceed to perform in any reasonable manner or treat the Customer's failure to provide the necessary information or instructions as a breach.

4.3    The Mill may at any time withhold delivery of goods pending payment of any sum due from the Customer to The Mill under any contract between the Customer and The Mill.

4.4    Any packaging supplied by The Mill unless otherwise expressly agreed is intended to provide adequate protection throughout normal conditions of delivery of usual duration.

4.5    If the Customer fails to take delivery on the agreed delivery date or, if no specific delivery date has been agreed, when the goods are ready for dispatch, The Mill shall be entitled to store the goods and to charge the Customer the reasonable costs of so doing and to tender its accounting for storage costs under condition 5.  Notwithstanding the terms of condition 7.1 below, The Mill shall be under no liability in respect of any loss or damage or otherwise arising as a result of damage to or the loss or destruction of such goods.

TERMS OF PAYMENT

5.1    Subject to condition 5.2 and unless otherwise agreed by The Mill in writing, all invoices rendered by The Mill are payable within 28 days of the dates thereof.

5.2    The Mill expressly reserves the right at its sole option to require payment by installments during the performance of the contract and/or payment of all amounts owing to The Mill immediately prior to delivery.

5.3    The Customer shall pay all amounts owing to The Mill in full and shall not exercise any rights of set off or counterclaim against invoices submitted.

5.4    In the event of default in payment by the Customer, The Mill shall be entitled to exercise any right or remedy available to it under any applicable law, including, without limitation, to suspend any further performance of or deliveries under any contract or contracts between The Mill and the Customer without notice and to charge interest on any amount outstanding at the rate of 4% above the base rate of Bank of Scotland from time to time, from the due date of payment to the actual date of payment.

CANCELLATION

6.1    Any contract between The Mill and the Customer may only be cancelled or varied with the written consent of The Mill and upon the terms of these conditions.  The giving of The Mill's consent shall not in any way prejudice The Mill's right to recover from the Customer full compensation for any loss or expense arising from such cancellation or variation.

6.2    Without prejudice to any other rights or remedies available to The Mill, if notice of cancellation of a booking is received by The Mill less than 24 hours prior to the date for performance of the contract, The Mill shall be entitled to charge such booking in full under The Mill's rate card current at the date of such cancellation.  If such a notice of cancellation is received less than five working days but more than 24 hours prior to the date for performance of the contract, The Mill shall be entitled, without prejudice to any other rights or remedies available to it, to charge such booking at one half of the full rate under The Mill's rate card current at the date of such cancellation.

LIABILITY

7.1    To the maximum extent permitted by law, The Mill's entire liability for breach of any express warranty or condition of this contract, or any implied warranties or conditions implied in this contract (if any), including but not limited to The Mill's liability for negligence shall (subject to the terms of conditions 4.5 above and 9.1 below) be limited to the amount actually paid by the Customer in accordance with this contract and under no circumstances, therefore, shall The Mill be liable for any damages whatsoever (including but not limited to damages for consequential loss, loss of business profits, business interruption or other pecuniary loss).  The Customer hereby agrees with The Mill that this condition 7.1 is reasonable and necessary in the circumstances and that having regard to that fact the condition does not work harshly or unreasonably against the Customer.

7.2    The Customer shall indemnify and hold harmless The Mill from and against:-

7.2.1    all claims, suits, actions, damages, costs, expenses or proceedings against The Mill by any person, including but not limited to the Customer, any client of the Customer, The Mill's employees, the Customer's employees or the employees of any contractor employed by the Customer or The Mill or the personal representatives or dependants of any such employee or other third party arising out of any act or omission of The Mill in connection with any Customer contract (including, in the course of carrying out the specific instructions of the Customer);

7.2.2    all claims, suits, actions, damages, costs, expenses or proceedings against The Mill arising out of the acts and/or omissions of the Customer, its officers, directors, employees, agents or sub-contractors, whether negligent or otherwise.

7.3    The Customer expressly agrees that it will at all times maintain and keep effective insurance policies with reputable insurers and for adequate levels of cover which protect the Customer against any loss or liability which it may incur or suffer arising out of this contract.  This includes, but is not limited to, insurance for any damage or loss for which The Mill is not liable pursuant to the conditions hereof, insurance which protects the Customer against any accidental loss, damage or destruction to any master tapes, film negative prints, sound tapes, video tapes or visual images or sound held in any media whilst in the possession or control of The Mill.  The Mill shall have no liability for any liability or loss which arises from any failure by the Customer to maintain and keep effective such insurances.

7.4    Any recommendations or suggestions relating to the use of any goods supplied by The Mill are given in good faith but it is for the Customer to satisfy itself of the suitability of the goods for its own particular purpose.  Accordingly UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, THE MILL GIVES NO WARRANTY AS TO MERCHANTABILITY OR THE FITNESS OF THE GOODS FOR ANY PARTICULAR PURPOSE EVEN THOUGH THAT PURPOSE MAY BE SPECIFIED IN THE CUSTOMER'S ORDER AND ANY IMPLIED WARRANTY OR CONDITION (STATUTORY OR OTHERWISE) TO THAT EFFECT IS EXCLUDED.

7.5    In the case of goods or component parts of goods supplied by The Mill but not of The Mill's manufacture, The Mill shall be entitled to assign to the Customer its rights against its supplier and such rights shall be taken in extinction of and in substitution for any rights which the Customer would otherwise have had against The Mill.

7.6    The Mill shall not be liable for any loss or damage whatsoever caused directly or indirectly by any software, hardware or equipment used by The Mill or any third party rendering services to The Mill.

INTELLECTUAL PROPERTY

8.    The Customer shall indemnify The Mill from and against all actions, claims, costs, charges, expenses and proceedings arising from or incurred by reason of any defamatory or libellous matter or any infringement or alleged infringement of any patent, trademark, copyright, registered design or design copyright or other exclusive right, including without limitation, any moral right claim or any other title of any third party in respect of any work carried out for the Customer by The Mill

CUSTOMER'S MATERIALS

9.1    Where the Customer supplies any materials to The Mill or where any materials or goods which are the property of the Customer are otherwise left in The Mill's possession:-

9.1.1    notwithstanding the terms of condition 7.1. above, The Mill shall not be liable in respect of any loss or damage or otherwise arising as a result of damage to or the loss or destruction of such materials or goods;

9.1.2    the Customer shall insure all such materials or goods to their full value against all risks;

9.1.3    the Customer shall remove all such materials or goods within six months of the date of issue of The Mill's invoice relating to such materials or goods and if the Customer shall not timely remove such materials or goods, The Mill shall be entitled  to  return all such materials or goods to  the Customer and to charge the Customer for any costs and expenses incurred by The Mill in so delivering such materials or goods.   In the event that The Mill does not so return such materials or goods, The Mill shall no be liable for any loss or damage to such materials or goods while they are in the possession of The Mill and the Customer shall maintain insurance to the full value of such materials or goods against all risks.

9.2    Where materials are supplied or specific instructions are given by the Customer, The Mill shall accept no liability for any delay in delivery or reduction in the quality of The Mill's services caused by defects in or the unsuitability of such materials so supplied or by The Mill's adherence to such specific instructions.

RISK AND TITLE

10.1    Risk shall pass to the Customer so that the Customer is responsible for all loss, damage or deterioration to the goods the subject of the contract:-

10.1.1    if The Mill delivers the goods by its own transport or in accordance with a specific contractual obligation arranges transport for the goods, at the time when the goods or a relevant part thereof arrive at the place of delivery; or

10.1.2    in all other circumstances, at the time when the goods or a relevant part thereof leave the premises of The Mill; or

10.1.3    if risk otherwise passes in accordance with the conditions hereof.

10.2    Title to the goods the subject of the contract or any relevant part thereof shall only pass to the Customer upon the Customer paying to The Mill all sums due and payable by it to The Mill under the relevant contract and all other prior contracts between The Mill and the Customer.

10.3    The Mill may recover goods in respect of which title has not passed to the Customer at any time and the Customer hereby irrevocably authorises The Mill, its officers, employees and agents to enter upon any premises of the Customer for the purpose of repossessing any goods in respect of which title has not passed to the Customer.

10.4    Until title to the goods has passed to the Customer pursuant to the terms hereof, it shall possess the goods as a bailee of The Mill on the terms of this contract.  If the Mill so requires, the Customer shall store the goods separately from other goods and shall ensure that they are clearly identifiable as belonging to The Mill and the Customer hereby irrevocably authorises The Mill, its officers, employees and agents to enter upon any premises of the Customer for the purpose of ensuring that the provisions of this condition are being complied with.

CUSTOMER INPUT

11.    The Customer shall be solely responsible for ensuring that all information, advice and recommendations given to The Mill either directly or indirectly by the Customer or by the Customer's agents, servants, consultants or advisers are accurate, correct and suitable.  Examination or consideration by The Mill of such information advice or recommendations shall in no way limit the Customer's responsibility hereunder unless The Mill specifically agrees in writing to accept responsibility.

INSOLVENCY

12.    If the Customer files a petition in bankruptcy (or a petition in bankruptcy is filed with respect to a Customer), becomes insolvent, fails to pay its debts as they come due, makes an assignment for the benefit of its creditors, or if a receiver or similar agent is appointed with respect to all or any part of its assets or undertakings (including any similar status, "insolvent"), The Mill shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to The Mill.  If The Mill discovers that the Customer has received goods on credit while insolvent, The Mill may reclaim the goods upon demand made within ten days after the receipt.  But if the Customer has made made written misrepresentation of solvency to The Mill within three months before delivery, the demand and ten days notice limitation shall not apply.

FORCE MAJEURE

13.    In the event of the performance of any obligation accepted by The Mill being prevented, delayed, or in any way interfered with by government, war, industrial dispute, strike, breakdown of machinery or equipment, accident, fire or by any other cause beyond The Mill's control, The Mill may at its option suspend performance or cancel its obligations under the contract without liability for any damage or consequential loss resulting therefrom such suspension or cancellation being without prejudice to The Mill's right to recover all sums owing to it in respect of goods delivered and costs incurred to date.

SUB-CONTRACTORS

14.    The Mill shall be entitled to appoint one or more sub-contractors to carry out all or any of its obligations under any contract between The Mill and the Customer.

GENERAL

15.1    The Customer shall observe the provisions and requirements of all applicable trade union agreements and shall indemnify The Mill against any costs, expenses or loss incurred by it as a result of any failure by the Customer to do so.

15.2    Where appropriate, screen credits shall be given for all goods, services or facilities supplied by The Mill.

15.3    If any provision of this contract as applied to either party or to any circumstance shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this contract or the validity or enforceability of this contract generally.

LEGAL

16.    The contract shall be governed and interpreted exclusively according to the laws of the State of New York (without regard to its conflict of laws principles) and shall be subject to the exclusive jurisdiction of the state and federal courts of that state located in New York County.  THE CUSTOMER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATED TO, ANY CONTRACT WITH THE MILL.


Los Angeles Additional Terms and Conditions


DEFINITIONS


1.    In these terms and conditions "The Mill" means The Mill Group Inc. of 451 Broadway, New York, NY 10013 upon whose document these terms and conditions are endorsed.  "The Customer" means the person, firm, company or other body to whom such document is addressed.

FORMATION OF CONTRACT

2.1    All goods, services or facilities are offered and all contracts are entered into subject to the following conditions of business.  THERE ARE NO TERMS, CONDITIONS OR WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR ANY PURPOSE OR OTHERWISE, WHICH EXTEND BEYOND THE EXPRESS TERMS, CONDITIONS AND WARRANTIES ACCEPTED BY THE MILL IN WRITING.  All other terms, conditions or warranties whatsoever are to the maximum extent permitted by law excluded from the contract or any variation thereof unless expressly accepted by The Mill in writing.  No employee or agent of The Mill has the power to vary these terms and conditions orally or to make any statement or representation about the goods, services or facilities offered, their fitness for any purpose or any other matter whatsoever.

2.2    These terms and conditions shall be incorporated into any contract between The Mill and the Customer to the exclusion of any terms or conditions stipulated or referred to by the Customer.  Any dealings with The Mill following receipt by the Customer of notice of these terms and conditions shall automatically be deemed acceptance thereof notwithstanding the absence of formal acknowledgement.

2.3    Unless otherwise expressly stated in writing, all quotations and estimates supplied by The Mill are invitations to make an offer.  The Customer's order is an offer and shall become binding upon acceptance by The Mill.

PRICES

3.1    All prices quoted are exclusive of applicable sales taxes, which shall be The Customer's sole responsiblity.  The Mill shall further be entitled to make an adjustment to the quoted price in the event that:-

3.1.1    additional costs are incurred by The Mill due to materials supplied by the Customer being in the opinion of The Mill of unsuitable quality for normal processing; or

3.1.2    the information supplied by the Customer in connection with its order does not provide a full and accurate indication of the work involved; or

3.1.3    additional costs are incurred by The Mill due to alterations by the Customer in its requirements; or

3.1.4    Additional costs are incurred by The Mill due to exceptional circumstances outside the control of The Mill including without limitation, currency fluctuations and changes in transport costs.

PERFORMANCE AND DELIVERY

4.1    Unless otherwise agreed in writing, all times quoted for performance or delivery are given in good faith but are not guaranteed. The Customer shall have no right to damages or to terminate the contract or cancel the order for failure to meet any performance or delivery time stated including but not limited to failure arising out of the negligence of The Mill.

4.2    Notwithstanding that the parties may have agreed that time is of the essence, the time for performance or delivery shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the Customer.  The Mill shall not be liable to the Customer for any delay in performance or delivery which may result from the Customer's alteration  of or failure to timely communicate its requirements or specifications.  Under such circumstances, The Mill may either proceed to perform in any reasonable manner or treat the Customer's failure to provide the necessary information or instructions as a breach.

4.3    The Mill may at any time withhold delivery of goods pending payment of any sum due from the Customer to The Mill under any contract between the Customer and The Mill.

4.4    Any packaging supplied by The Mill unless otherwise expressly agreed is intended to provide adequate protection throughout normal conditions of delivery of usual duration.

4.5    If the Customer fails to take delivery on the agreed delivery date or, if no specific delivery date has been agreed, when the goods are ready for dispatch, The Mill shall be entitled to store the goods and to charge the Customer the reasonable costs of so doing and to tender its accounting for storage costs under condition 5.  Notwithstanding the terms of condition 7.1 below, The Mill shall be under no liability in respect of any loss or damage or otherwise arising as a result of damage to or the loss or destruction of such goods.

TERMS OF PAYMENT

5.1    Subject to condition 5.2 and unless otherwise agreed by The Mill in writing, all invoices rendered by The Mill are payable within 28 days of the dates thereof.

5.2    The Mill expressly reserves the right at its sole option to require payment by installments during the performance of the contract and/or payment of all amounts owing to The Mill immediately prior to delivery.

5.3    The Customer shall pay all amounts owing to The Mill in full and shall not exercise any rights of set off or counterclaim against invoices submitted.

5.4    In the event of default in payment by the Customer, The Mill shall be entitled to exercise any right or remedy available to it under any applicable law, including, without limitation, to suspend any further performance of or deliveries under any contract or contracts between The Mill and the Customer without notice and to charge interest on any amount outstanding at the rate calculated at the rate of four percent (4%) above the Prime Rate published from time to time in the Wall Street Journal, but not less than ten percent (10%), from the due date of payment to the actual date of payment.  Under no circumstances, however, shall interest exceed the highest legal rate.  If such rate shall involve the payment of interest in excess of that authorized by law, the obligation to be fulfilled shall be reduced to the limit so authorized by law, and if from any circumstances, The Mill shall ever receive as interest any amount which would exceed the highest lawful rate applicable to the Customer, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the obligation evidenced hereby and not to the payment of interest.

CANCELLATION


6.1    Any contract between The Mill and the Customer may only be cancelled or varied with the written consent of The Mill and upon the terms of these terms and conditions.  The giving of The Mill's consent shall not in any way prejudice The Mill's right to recover from the Customer full compensation for any loss or expense arising from such cancellation or variation.

6.2    Without prejudice to any other rights or remedies available to The Mill, if notice of cancellation of a booking is received by The Mill less than 24 hours prior to the date for performance of the contract, The Mill shall be entitled to charge such booking in full under The Mill's rate card current at the date of such cancellation.  If such a notice of cancellation is received less than five working days but more than 24 hours prior to the date for performance of the contract, The Mill shall be entitled, without prejudice to any other rights or remedies available to it, to charge such booking at one half of the full rate under The Mill's rate card current at the date of such cancellation.
The Customer acknowledges that if it cancels a booking within the foregoing time frames, The Mill's costs and damages will be difficult to ascertain.  The Customer agrees that the charges outlined above represent a fair and reasonable estimate of the costs and damages that The Mill will incur by reason of any such cancellation.

LIABILITY

7.1    To the maximum extent permitted by law, The Mill's entire liability for breach of any express warranty or condition of this contract, or any implied warranties or conditions implied in this contract (if any), including but not limited to The Mill's liability for negligence shall (subject to the terms of conditions 4.5 above and 9.1 below) be limited to the amount actually paid by the Customer in accordance with this contract and under no circumstances, therefore, shall The Mill be liable for any damages whatsoever (including but not limited to damages for consequential loss, loss of business profits, business interruption or other pecuniary loss).  The Customer hereby agrees with The Mill that this condition 7.1 is reasonable and necessary in the circumstances and that having regard to that fact the condition does not work harshly or unreasonably against the Customer.

7.2    The Customer shall indemnify, defend and hold harmless The Mill from and against,     with counsel reasonably acceptable to The Mill:-

7.2.1    all claims, suits, actions, damages, costs, expenses or proceedings against The Mill by any person, including but not limited to the Customer, any client of the Customer, The Mill's employees, the Customer's employees or the employees of any contractor employed by the Customer or The Mill or the personal representatives or dependants of any such employee or other third party arising out of any act or omission of The Mill in connection with any Customer contract (including, in the course of carrying out the specific instructions of the Customer);

7.2.2    all claims, suits, actions, damages, costs, expenses or proceedings against The Mill arising out of the acts and/or omissions of the Customer, its officers, directors, employees, agents or sub-contractors, whether negligent or otherwise.

7.3    The Customer expressly agrees that it will at all times maintain and keep effective insurance policies with reputable insurers and for adequate levels of cover which protect the Customer against any loss or liability which it may incur or suffer arising out of this contract.  This includes, but is not limited to, insurance for any damage or loss for which The Mill is not liable pursuant to the conditions hereof, insurance which protects the Customer against any accidental loss, damage or destruction to any master tapes, film negative prints, sound tapes, video tapes or visual images or sound held in any media whilst in the possession or control of The Mill.  The Mill shall have no liability for any liability or loss which arises from any failure by the Customer to maintain and keep effective such insurances.  The Mill shall not be required to carry any insurance covering the Customer or its property.

7.4    Any recommendations or suggestions relating to the use of any goods supplied by The Mill are given in good faith but it is for the Customer to satisfy itself of the suitability of the goods for its own particular purpose.  Accordingly UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF, AND THE MILL GIVES NO WARRANTY AS TO MERCHANTABILITY OR THE FITNESS OF THE GOODS FOR ANY PARTICULAR PURPOSE EVEN THOUGH THAT PURPOSE MAY BE SPECIFIED IN THE CUSTOMER'S ORDER AND ANY IMPLIED WARRANTY OR CONDITION (STATUTORY OR OTHERWISE) TO THAT EFFECT IS EXCLUDED.

7.5    In the case of goods or component parts of goods supplied by The Mill but not of The Mill's manufacture, The Mill shall be entitled to assign to the Customer its rights against its supplier and such rights shall be taken in extinction of and in substitution for any rights which the Customer would otherwise have had against The Mill.

7.6    The Mill shall not be liable for any loss or damage whatsoever caused directly or indirectly by any software, hardware or equipment used by The Mill or any third party rendering services to The Mill.

INTELLECTUAL PROPERTY

8.    The Customer shall indemnify, defend and hold harmless The Mill from and against, with counsel reasonably acceptable to The Mill, all claims, suits, actions, damages, costs, expenses or proceedings against The Mill arising from or incurred by reason of any defamatory or libellous matter or any infringement or alleged infringement of any patent, trademark, copyright, registered design or design copyright or other exclusive right, including without limitation, any moral right claim or any other title of any third party in respect of any work carried out for the Customer by The Mill.

CUSTOMER'S MATERIALS

9.1    Where the Customer supplies any materials to The Mill or where any materials or goods which are the property of the Customer are otherwise left in The Mill's possession:-

9.1.1    notwithstanding the terms of condition 7.1. above, The Mill shall not be liable in respect of any loss or damage or otherwise arising as a result of damage to or the loss or destruction of such materials or goods;

9.1.2    the Customer shall insure all such materials or goods to their full value against all risks;

9.1.3    the Customer shall remove all such materials or goods within six months of the date of issue of The Mill's invoice relating to such materials or goods and if the Customer shall not timely remove such materials or goods, The Mill shall be entitled  to  return all such materials or goods to  the Customer and to charge the Customer for any costs and expenses incurred by The Mill in so delivering such materials or goods.   In the event that The Mill does not so return such materials or goods, The Mill shall no be liable for any loss or damage to such materials or goods while they are in the possession of The Mill and the Customer shall maintain insurance to the full value of such materials or goods against all risks.

9.2    Where materials are supplied or specific instructions are given by the Customer, The Mill shall accept no liability for any delay in delivery or reduction in the quality of The Mill's services caused by defects in or the unsuitability of such materials so supplied or by The Mill's adherence to such specific instructions.

RISK AND TITLE

10.1    Risk shall pass to the Customer so that the Customer is responsible for all loss, damage or deterioration to the goods the subject of the contract:-

10.1.1    if The Mill delivers the goods by its own transport or in accordance with a specific contractual obligation arranges transport for the goods, at the time when the goods or a relevant part thereof arrive at the place of delivery; or

10.1.2    in all other circumstances, at the time when the goods or a relevant part thereof leave the premises of The Mill; or

10.1.3    if risk otherwise passes in accordance with the conditions hereof.

10.2    Title to the goods the subject of the contract or any relevant part thereof shall only pass to the Customer upon the Customer paying to The Mill all sums due and payable by it to The Mill under the relevant contract and all other prior contracts between The Mill and the Customer.

10.3    The Mill may recover goods in respect of which title has not passed to the Customer at any time and the Customer hereby irrevocably authorises The Mill, its officers, employees and agents to enter upon any premises of the Customer for the purpose of repossessing any goods in respect of which title has not passed to the Customer.

10.4    Until title to the goods has passed to the Customer pursuant to the terms hereof, it shall possess the goods as a bailee of The Mill on the terms of this contract.  If the Mill so requires, the Customer shall store the goods separately from other goods and shall ensure that they are clearly identifiable as belonging to The Mill and the Customer hereby irrevocably authorises The Mill, its officers, employees and agents to enter upon any premises of the Customer for the purpose of ensuring that the provisions of this condition are being complied with.

CUSTOMER INPUT

11.    The Customer shall be solely responsible for ensuring that all information, advice and recommendations given to The Mill either directly or indirectly by the Customer or by the Customer's agents, servants, consultants or advisers are accurate, correct and suitable.  Examination or consideration by The Mill of such information advice or recommendations shall in no way limit the Customer's responsibility hereunder unless The Mill specifically agrees in writing to accept responsibility.

INSOLVENCY

12.    If the Customer files a petition in bankruptcy (or a petition in bankruptcy is filed with respect to a Customer), becomes insolvent, fails to pay its debts as they come due, makes an assignment for the benefit of its creditors, or if a receiver or similar agent is appointed with respect to all or any part of its assets or undertakings (including any similar status, "insolvent"), The Mill shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to The Mill.  If The Mill discovers that the Customer has received goods on credit while insolvent, The Mill may reclaim the goods upon demand made within ten days after the receipt.  But if the Customer has made written misrepresentation of solvency to The Mill within three months before delivery, the demand and ten days notice limitation shall not apply.

FORCE MAJEURE

13.    In the event of the performance of any obligation accepted by The Mill being prevented, delayed, or in any way interfered with by government, war, industrial dispute, strike, breakdown of machinery or equipment, accident, fire or by any other cause beyond The Mill's control, The Mill may at its option suspend performance or cancel its obligations under the contract without liability for any damage or consequential loss resulting therefrom such suspension or cancellation being without prejudice to The Mill's right to recover all sums owing to it in respect of goods delivered and costs incurred to date.

SUB-CONTRACTORS

14.    The Mill shall be entitled to appoint one or more sub-contractors to carry out all or any of its obligations under any contract between The Mill and the Customer.

GENERAL


15.1    The Customer shall observe the provisions and requirements of all applicable trade union agreements, and shall indemnify, defend and hold harmless The Mill from and against, with counsel reasonably acceptable to The Mill, all claims, suits, actions, damages, costs, expenses or proceedings against The Mill, as a result of any failure by the Customer to do so.

15.2    Where appropriate, screen credits shall be given for all goods, services or facilities supplied by The Mill.

15.3    If any provision of this contract as applied to either party or to any circumstance shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this contract or the validity or enforceability of this contract generally.

LEGAL

16.    The contract shall be governed and interpreted exclusively according to the laws of the State of California (without regard to its conflict of laws principles). Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) shall be final, binding and non-appealable, and may be entered in any court having jurisdiction thereof.    Any such arbitration shall occur in the City of Los Angeles.  All arbitrator(s) selected in accordance with the Commercial Arbitration Rules shall be retired judges.  In the event of a dispute between the parties hereto arising out of the terms, conditions and obligations imposed by this contract, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and expenses incurred in connection therewith.

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London

11-14 Windmill Street,
London, W1T 2JG

Tel: +44 20 7287 4041

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New York

451 Broadway, 4th/5th/6th Floor,
New York, NY, 10013

Tel: +1 212 337 3210
Fax: +1 646 432 8958

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Los Angeles

3233 S. La Cienega Blvd,
Los Angeles, CA, 90016

Tel: +1 310 566 3111
Fax: +1 310 566 3144

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Chicago

54 West Hubbard Street, Suite 502,
Chicago, IL, 60654

Tel: +1 312 605 8900
Fax: +1 312 822 0882

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