TERMS AND CONDITIONS

1. Interpretation

In these terms:

• "ESME" refers to ESME Entertainment Services;

• "Client" refers to the legal entity accepting ESME's quotation;

• "Equipment" means all items supplied by ESME;

• "Dry Hire" refers to hire of Equipment without personnel;

• "Hire Charge" refers to ESME's charges for Equipment/Services;

• "Services" means installation, operation and removal of Equipment and other described services;

• "writing" includes electronic mail.

2. Provision of Equipment and Services

2.1 ESME shall supply and the Client shall accept Equipment and Services at the designated location(s) per the Agreement, which incorporates these terms exclusively unless varied in writing by ESME.

2.2 Client confirms Equipment suitability and acknowledges no reliance on prior representations not stated herein.

2.3 Equipment is provided on hire only. Ownership remains with ESME.

2.4 ESME shall supply Equipment in good working order and perform Services with reasonable care and skill.

3. Order Acceptance and Cancellation

3.1 Orders are not binding unless confirmed in writing by ESME. A deposit may be required.

3.2 ESME reserves the right to amend Services for legal compliance.

3.3 Cancellations require ESME's written consent and full indemnity by the Client for associated losses.

3.4 Cancellation charges:

• 50% after confirmed LPO

• 75% within 14 days of setup

• 100% within 7 days of setup Reductions within 14 days: 100% of quotation may apply.

4. Hire Charges

4.1 Charges are per Agreement. Additional Equipment/Services are extra. Delays, losses, or damages extend the charge period (max 12 weeks if lost).

4.2 Full payment is due by the earlier of 3 working days before setup or 30 days from invoice. Late payments may forfeit discounts.

4.3 Overdue sums shall accrue interest at 1% per month (12% annually), subject to UAE law. ESME may suspend or reallocate payments.

4.4 ESME may increase charges for unforeseen changes. If not accepted, the Client may cancel with indemnity.

5. Risk and Insurance

5.1 Risk transfers at delivery and returns to ESME upon return.

5.2 Client shall insure Equipment at full replacement value, naming ESME as loss payee.

5.3 Security cheque is required for dry hire.

5.4 ESME may make claims on Client’s insurance.

5.5 Loss or damage must be promptly reported.

5.6 Failure to insure permits ESME to charge 15% of Equipment value as insurance fee.

5.7 ESME is not liable for Client or third-party property.

6. Health and Safety

6.1 Client shall ensure safe working conditions for ESME and protect Equipment.

6.2 Client-provided structures must be certified and suitable.

7. Client Obligations

Client shall:

• Grant access to ESME;

• Provide power, files, and facilities as needed;

• Ensure timely and competent provision of supporting services;

• Secure licences and approvals;

• Handle customs and logistics for self-arranged transit;

• Not operate Equipment (unless Dry Hire) or tamper with it;

• Report breakdowns and refrain from unauthorised repairs;

• Not sublet, sell, or pledge Equipment;

• Notify ESME of location changes;

• Indemnify ESME for losses due to Client negligence or breach.

8. Additional Obligations (Dry Hire)

Client shall:

• Inspect Equipment pre-use;

• Use Equipment safely and properly;

• Avoid modifications and preserve serial labels.

9. Liability Limitations

9.1 ESME’s liability is limited:

• All implied warranties excluded to the extent permitted by UAE law;

• Liability capped at Hire Charges, except for AED 5,000,000 for property damage;

• No liability for indirect, consequential loss or business interruption;

• Claims must be notified within 90 days;

• Sold Equipment is as-is unless otherwise agreed;

• Death or personal injury from negligence is not excluded.

9.2 Higher limits may be negotiated for additional charges.

9.3 ESME is not liable for delays due to Force Majeure. Charges apply if Equipment already delivered.

10. Termination

10.1 ESME may terminate with immediate effect if Client becomes insolvent, bankrupt, unable to pay debts, subject to enforcement, loses legal licence, or equivalent under UAE law.

10.2 Termination may also occur if payment defaults, breach of terms continues after notice, Force Majeure prevents performance, or insurance becomes unavailable.

10.3 Upon termination, Equipment must be returned or will be repossessed at Client's cost. All due sums become immediately payable.

11. Confidentiality

Each party shall maintain confidentiality over all proprietary information disclosed under this Agreement.

12. General

12.1 Joint Clients are jointly and severally liable.

12.2 No third-party rights unless expressly stated.

12.3 Rights may not be assigned without consent; ESME may subcontract.

12.4 Clerical errors may be corrected.

12.5 Notices must be in writing to designated addresses.

12.6 Delay or waiver shall not affect rights.

12.7 Invalid provisions shall not affect remaining terms.

12.8 Headings are for convenience only.

12.9 This Agreement shall be governed by and construed exclusively in accordance with the laws of the United Arab Emirates. Disputes shall be subject to the exclusive jurisdiction of the courts of the Emirate of Dubai, United Arab Emirates