Terms & Conditions
How our Agreement works and should be interpreted
The Term Sheet, these Standard Terms and Conditions and the attached Schedules (which form part of these Standard Terms and Conditions) all form one contract (?the? or ?this? ?Agreement?) between the parties stated on the front of the Term Sheet.
In these Standard Terms and Conditions capitalised words and phrases shall unless the context requires otherwise have meanings set out in Schedule 1.
This Agreement may be amended from time to time by written agreement between the parties, which agreement may be in the form of e-mails but if in the form of e-mails must be approved by or authorised by the Commercial Director of dock10 or a board member of dock10, or with their express written authority in the case of dock10.
An obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
When the Agreement Starts and Ends
The Agreement shall commence upon the Customer making a Booking which is accepted by the Studio countersigning and dating a Term Sheet signed by the Customer and shall continue thereafter unless terminated in accordance with clauses 5 (Cancellation) or 10 (Termination).
What dock10 Will Do for the Customer
The Customer engages dock10 to provide the Services on the terms and conditions of the Agreement.
Generally, the Customer will, on the face of the Term Sheet, have entered into a Booking for a mix of Services, comprising Facilities, Equipment and/or Staff or Crew. The relevant clauses of these Standard Terms and Conditions will apply to the relevant Services which are booked.
Where Services are delivered in relation to post production items or by third party contractors procured by dock10, dock10? obligation is to use reasonable endeavours in accordance with good industry practice to ensure that the providers have no history of general incompetence and are reputable in relation to the matters for which the services will be provided.
What the Customer Must Do for dock10
The Customer shall be bound to make payment as provided by the Agreement on acceptance of the Booking.
The Customer shall comply (and shall ensure that its employees and contractors shall comply) with all applicable laws and regulations including (without limitation) any such laws and regulations relating to the production of films and television programmes, sound recording and video recordings made in pursuance of any Act of Parliament, Statutory Instruments or by any local or other authority or council and with all applicable codes of practice and procedures notified by dock10 including those relating to fire, security, health and safety, animals, livestock, children, and the storage and use of guns, explosives and other flammable and/or toxic substances.
The Customer is responsible for ensuring that the Services hired are suitable for the Customer?s purposes. The Customer shall only use the Services for the creation and recording of audio visual material, or any other purpose agreed in writing by the parties.
The Customer shall ensure that its employees and contractors observe (and where relevant perform in accordance with) the terms of Schedule 2.
The Customer is responsible for procuring that all of its employees and contractors fully comply with the terms and conditions upon which dock10 contracts with third parties for the provision of equipment, materials and personnel. dock10 shall provide the Customer with a copy of those terms and conditions for information and reference upon request. For the avoidance of doubt the terms and conditions of such third parties are deemed to be incorporated into the Agreement and the Customer will indemnify dock10 and hold it harmless in respect of any loss or damage incurred or suffered by dock10 arising out of or in connection with a breach by the Customer or its employees or contractors of the obligations in this clause.
Not less than 14 days before commencement of the Hire Period, the Customer shall provide a health and safety assessment and method statement in relation to the utilisation of any Facilities, all Equipment and any Staff or Crew. This will need to be approved by dock10 (which will not unreasonable withhold or delay approval) prior to commencement of the Hire Period. dock10 will be reasonable when assessing any health and safety assessment or method statement, but the Customer may only access the Facilities or any relevant parts of the Equipment, or have use and access to the Staff or Crew, once such approval has been obtained. If approval is given to Risk Assessments of method statements this does not remove any responsibility from the Customer to comply or ensure compliance with all relevant legislation and does not imply the acceptance of any liability by dock10.
Cancellation of the Agreement
The Customer is free to cancel the Booking prior to commencement of the Hire Period by giving written notice of cancellation to dock10. If the Customer so cancels the Booking:
if a Deposit has been paid, the Deposit shall, unless dock10 agrees otherwise, be retained by the Studios;
if cancellation is more than six months prior to commencement of the Hire Period the Customer shall not be liable to make payment (subject to clause 5.1.1);
if cancellation is less than 6 months prior to commencement of the Hire Period but more than 3 months prior to commencement of the Hire Period, 25 per cent of the Contract Price will be payable, unless dock10 agrees otherwise;
if cancellation is less than 3 months prior to commencement of the Hire Period but more than 30 days prior to commencement of the Hire Period, 50 per cent of the Contract Price will be payable, unless dock10 agrees otherwise;
if cancellation is less than 30 days prior to commencement of the Hire Period but more than 7 days prior to commencement of the Hire Period, 75 per cent of the Contract Price will be payable, unless dock10 agrees otherwise;
If cancellation is less than 7 days prior to commencement of or is during the Hire Period, the Customer shall be liable to pay the full amount of the Contract Price (but subject to clause 5.2).
In the event that the Customer cancels, but is liable to pay the full amount of the Contract Price, dock10 will use reasonable endeavours to find alternate customers for the Hire Period and/or otherwise mitigate the loss to dock10 arising from the cancellation. To the extent that dock10 is successful in mitigating its loss, credit will be given to the Customer and the consequent charges payable by the Customer shall either be reduced or (if already paid) refunded, less the costs of such mitigating activity.
The Customer shall be liable for any money spent or contracted to be spent by the Studios over and above the Contract Price in relation to the Booking prior to receipt of any notice of cancellation, including all reasonable out of pocket expenses in connection with travel, border crossings, customs clearances, subsistence and any additional charges incurred.
Limitations on the Parties' Liability
Nothing in the Agreement shall limit or be deemed to limit either party?s liability for death or personal injury arising from its negligence or that of its agents, employees or sub-contractors (provided that dock10 shall not be liable for the acts or omissions of its agents, employees or sub-contractors if they are acting under the control or direction of the Customer at the time of the relevant act or omission).
dock10 shall only be liable to the Customer for the direct costs of production in respect of any claim arising from its act or omission and shall not be liable to the Customer or to any third party in contract, tort (including negligence) or otherwise for direct or indirect loss of opportunity, profits, revenues, business, or anticipated business or savings, nor for any indirect or consequential loss or damage howsoever caused.
dock10 shall not be liable to the Customer for any direct or indirect loss or damage suffered by the Customer as a result of an act or omission of any third parties within the Common Areas.
Except as specifically included within the Agreement, all representations (including misrepresentations), warranties, terms, conditions or other arrangements (whether implied by law, custom or otherwise) are excluded from the Agreement to the fullest extent permitted by law. The Agreement contains the entire agreement between the parties in relation to its subject matter.
Save to the extent expressly stated in the Agreement to the contrary, any hiring or Services provision under the Agreement is at the Customer?s own risk entirely, and dock10 shall not in any circumstances accept or be responsible for any liability for any loss, damage, claim or cost in relation to any equipment, recording media, storage media, data, documents, personal belongings and/or other property or items belonging to the Customer and/or its employees, contractors or agents or any third party which is deposited at or left in any Facility provided by or on behalf of dock10.
Subject to clause 6.1 dock10? entire aggregate total maximum liability to the Customer under this Agreement shall be limited to the total aggregate Contract Price 9including any Additional Charges) in the case of any and all events and/or any connected or series of events.
Nothing in this clause 6 shall operate to reduce or negate dock10? liability in respect of fraud, or any personal injury caused by negligence of dock10, or otherwise where and to the extent that such reduction or negation is prohibited or restricted by law.
The Customer will indemnify and keep dock10 indemnified from and hold dock10 harmless against all costs, losses, actions, proceedings, claims or demands made against or suffered or incurred by dock10 arising out of or in connection with:
any claim, action, proceeding or demand brought by a third party as a result of the Customer?s use of any facilities and/or Common Areas (except arising as a result of the Studio?s own negligence or default); or
any infringement by the Customer or its agents, employees or contractors of any Intellectual Property Rights (including copyright), Confidential Information, or any claim, demand or action arising out of any programme produced by the Customer or work done by dock10 for the Customer.
The Customer shall ensure at all times keep insured the Equipment and/or materials forming part of the Facilities at the Customer?s own expense up to a limit of ten million pounds in respect of any one occurrence, against all risks. The Customer shall procure that the Customer?s insurance shall note dock10? interest on any insurance policy. The insurance to be effected by the Customer shall be primary insurance, and in the event of any claim dock10? insurance shall not primarily contribute to or be liable for such claim. All monies received under the Customer?s policy of insurance shall be paid directly to dock10. The Customer shall provide to dock10 evidence of such insurance, not less than 14 days prior to commencement of the Hire Period.
The Customer shall arrange and maintain in force throughout the period of this agreement Public Liability Insurance with an indemnity limit of at least ten million pounds in respect of any one claim or incident and shall, on request, produce evidence of such insurance to dock10.
In the event that the Customer does not comply with this clause, the Customer shall indemnify and hold harmless dock10 against any loss, damage, cost or claim in respect of its failure to provide such cover and/or as a result of such cover not being available. In addition dock10 shall be entitled to effect and maintain appropriate insurance cover on behalf of the Customer and the Customer shall be liable to reimburse dock10 the full cost of such cover and any deductible or excess payable under it (should such deductible or excess become so payable).
Neither party shall be liable to the other party for any complete or partial inabilities to perform its obligations under the agreement as a result of any matter that is reasonably outside the control of that party (?Force Majeure Event?).
Each of the parties shall use reasonable endeavours to mitigate the effects of any Force Majeure Event.
If any Force Majeure Event continues for a period of ten or more working days the unaffected party shall have the right at any time to give notice to the other party of immediate termination of the Agreement and upon such termination all further obligations of each party to the other shall cease and, if the Customer is the unaffected party, it shall have no obligation to make further payment to dock10 other than in respect of sums accrued prior to such termination (which for the avoidance of doubt shall accrue at the normal contract rate up to that point).
In addition to any rights to cancel under clause 5 or terminate under clause 9, either party may terminate the Agreement immediately on notice in writing to the other if:
the other party fails to perform or observe to any material extent any material term of the Agreement (including, without limitation, any breach of clause 4); or
the other party fails to remedy any breach of the Agreement which is remediable within 7 days of receiving written notice of such breach from the party which is not in default; or
any step, application, order, proceeding or appointment is taken or made by or in respect of the other for any composition with creditors, moratorium or arrangement with creditors, winding up, administration, dissolution, receivership, administrative receivership or bankruptcy which is not discharged within twenty one days of being taken or made; or
the other party is or becomes unable to pay its debts as they fall due.
Termination or expiry of the Agreement (whether under this clause 10 or any other clause) is without prejudice to any accrued rights of the parties at the date of termination or expiry and shall not affect any provision of the Agreement which is expressly or by implication intended to come into force or remain in effect on or after termination or expiry.
On termination of the Agreement all sums which have not been paid to dock10 but which would otherwise have accrued as being due to dock10 as at the date of such termination shall immediately become due and payable to dock10 on the date termination takes effect. On the date that termination takes effect the Customer shall return to dock10 any of dock10? materials, goods or other possessions or property that it has in its possession, power or control.
In the event that dock10 incurs additional costs or liabilities as a result of termination of this Agreement (for example in respect of redundancy costs for any Staff or Crew) the Customer shall in addition to any other sums payable on termination, pay a sum equal to such costs to dock10.
Each party to the agreement shall only use Confidential Information disclosed to it by the other for the purposes of this Agreement and shall not disclose such information to any third party save in accordance with the instructions of the other party whose Confidential Information it is, or as required by law or regulation, or as required to enforce the terms of this Agreement. Any party disclosing Confidential Information shall be responsible for and liable in respect of any onward disclosure of such information (and for any breach of confidence or of this Agreement thereby arising) by the persons to whom it discloses such information.
Both parties shall observe strict confidentiality as to the terms of the Agreement, save as required by law or regulation or to enforce such terms.
Neither party shall make or issue any announcement and/or information or statement concerning this Agreement with the other party?s prior written consent (such consent not to be unreasonably withheld).
Neither party shall (other than as may be required to enforce the terms of this Agreement) issue any statements disparaging the other or questioning the other?s reputation, service delivery or reputation, and shall ensure that their respective contractors and agents comply with this clause.
The Customer warrants for the entire period of this Agreement in relation to any of its personnel (including any sub-contractors or other agents of the Customer) (together the "Customer Personnel"):
all such Customer Personnel shall be legally entitled to work and live in the United Kingdom (as required or such other jurisdiction from where the Services are provided) and are and shall remain employed by, or contracted to, the Customer and that there is no employment agreement or relationship, contractual or otherwise, between dock10 or any of its contractors or agents (?Studios Personnel?) and any such Customer Personnel and the Customer will not do any act or omission which could bring into effect or could be expected to imply an employment relationship between dock10 and/or any Studios Personnel and such Customer Personnel; and
the Customer shall be solely responsible for all matters relating to Customer Personnel, including all liabilities in relation to salaries, wages, bonus or commission, expenses, national insurance and pension contributions, liability to taxation, holiday entitlement and any other duties arising out of any contract of employment or engagement and their terms, whether express or implied; and
the Customer shall comply in respect of all Customer Personnel with all relevant legislation, regulations, codes of practice, guidance and other requirements of any relevant government or governmental agency. To the extent that such regulations are advisory rather than mandatory, the standard of compliance to be achieved by the Customer shall be the best practice generally accepted for the relevant industry.
If and to the extent the Transfer of Undertakings (Protection of Employment) Regulations 2006 are found to apply or have applied in relation to any Studios Personnel or Customer Personnel, such that (in either case) Studios Personnel or Customer Personnel have the right to make claims in relation to the other party and/or the right to allege that they are employees of the other party, the original employer shall indemnify the other party in full without set off or counterclaim in relation to any such claim. The other party shall have the right, in the event that such employees are found to have transferred to it, within three months of the date of discovery of such transfer, to serve notice upon the transferring employees terminating their employment, in which case the original employer shall bear all associated costs and liabilities on request by the other party.
To the extent that in connection with supplying the Services, any Studios Personnel act in accordance with the express instructions of the Customer or any Customer Personnel and such direction results in a breach of this Agreement or any legal or regulatory requirement (including but not limited to a breach of health and safety or security or similar protocols or policies), and dock10 or the relevant Studios Personnel made the Customer or the relevant Customer Personnel aware of this potential breach and dock10 or the Studios Personnel were instructed to and continued with such express instruction, the Studios shall not be liable to the Customer or any Customer Personnel for or in respect of the effects of any such activity or omission, save to the extent such activity or omission results in or causes death or personal injury by the negligent act or omission of dock10 or Studios Personnel.
The Customer shall use reasonable endeavours to afford dock10 a prominent credit in the end role of credits of any film, television or programme produced by the Customer using the Facilities.
Other than in respect of health and safety notices no notice given under the Agreement shall be effective unless it is in writing, addressed to the recipient at its address contained in the Agreement (or such other addresses shall have been notified by the relevant party from time to time to the sender as its proper notice for service of formal notices). A formal notice shall be deemed to have been properly given if delivered by hand, during normal business hours, upon delivery; if sent by recorded delivery post, on the first working day (excluding after posting); or if transmitted by fax and confirmed as received, at the time of delivery. Formal notices may not be given by electronic mail. Formal notices to dock10 shall in addition be addressed to the registered office of dock10.
Both parties represent and warrant that they have full power and authority to enter into the Agreement and perform their respective obligations under it.
Nothing in this agreement is intended to or shall create a partnership or joint venture relationship between the parties. Neither party shall hold itself out as being part or partner of or associated with the other (save in respect of the programme) nor as agent of the other, nor shall it have any authority or power to bind the other party in any respect.
Neither party shall be entitled to assign the benefit or burden of this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
No waiver by either party of a breach of the other?s obligation(s) under this Agreement shall constitute a waiver of any other prior or subsequent breach, and neither party shall be affected by any delay, failure, omission to enforce or forbearance granted in relation to any obligation of the other party.
The Agreement constitutes the entire agreement between the parties in respect of its subject matter, and supersedes all previous discussions, representations (including misrepresentations), arrangements or agreements between the parties in relation to its subject-matter. No amendments to the Agreement shall be effective unless properly signed by or on behalf of both parties and in writing.
A person who is not a party to the Agreement shall have no rights to enforce or rely upon any term of the Agreement (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise).
The Agreement and any dispute or claim arising from, under or in connection with it shall be governed by and construed in accordance with English law, and the parties irrevocably submit to the exclusive jurisdiction of English Courts to settle any dispute, claim or matter arising from or in connection with the Agreement.
Terms relating to hire of the Facilities
Prior to commencement of the Hire Period, the Customer shall prepare a risk assessment and method statement of its use of the Facilities, Equipment and Staff or Crew which shall be submitted to dock10 for the attention of the studio manager. The Customer shall nominate a representative who is responsible throughout the Hire Period for overseeing the use of the Facilities and ensuring that they are used in accordance with the Agreement and the risk assessment and method statement. The Customer?s nominated representative shall liaise with the studio manager as required.
The Customer must not use the Facilities to produce pornographic material (being material with an ?R? rated British Board of Film Classification or such material as is stated not to be acceptable by dock10.
The Customer shall keep the Facilities clean and tidy at all times.
The Customer shall take good care of the Facilities and shall ensure that any equipment is operated in accordance with its operating instructions with reasonable skill and care and by appropriately qualified and experienced personnel. The Customer shall not damage or deface any equipment.
dock10 reserves the right to re-enter the Facilities at any time. dock10 will be reasonable in exercising this right and will try to ensure that there is minimum disruption to the Customer if it does so.
dock10 shall be entitled to refuse entry to, or remove from, the Facilities any person not properly employed by or acting on behalf of the Customer, or not acting in accordance with the Customer?s or Studio?s instructions or regulations or any provision of this Agreement, or any person whom the Studio reasonably considers to be nuisance or danger to others whilst at the Facilities.
The Customer shall comply with any fire drills or alarm testing which the Studio may carry out or require; and for the avoidance of doubt any interruption caused to the Customer?s use of the Facilities by such drills or tests shall not give rise to liability on the part of dock10. dock10 shall use reasonable endeavours to minimise any disruption caused.
In the event that the production requires the presence of an audience or guests at the Facilities, the Customer shall ensure all appropriate regulations and precautions in respect of the safety of such audience members and/or guests are observed and shall seek and adhere to the advice and observations of the relevant fire officer and health and safety officer in each case. The Customer shall provide dock10 in advance with details of the arrangements that it intends to make in relation to the safety of such audience, members and/or guests.
Children are brought onto the Facilities entirely at the Customer?s risk. The Customer is responsible for ensuring that children are supervised and appropriately chaperoned at all times (and shall be responsible for providing suitable staff with appropriate criminal record bureau checks).
dock10 reserves the right to provide additional competent Crew which shall be invoiced as Additional Charges to ensure supervision of safe working in safety critical areas, including the grid.
dock10 will be responsible for managing and authorising any use of the grid for any third party, lifting equipment or loads which need to be flown from the grid.
dock10 will be responsible for managing the use of and maintaining a safe working area with grid and gantry levels.
dock10 is entitled without prejudice to any other rights it may have to prevent or otherwise preclude the Customer or its staff from carrying out any activity which, in the opinion of dock10 and/or any third party inspector, poses an unacceptable risk of damage to property or injury or loss of life to personnel.
At the Customer?s expense and request, dock10 will order waste skips for use by the Customer provided the control and management of waste skips shall remain with the Studio who may determine all matters relating to it (including but not limited to the location and type of skip used).
The Customer shall ensure that all exit routes and other fire lanes (including any gantries and walkways) are kept clear of obstruction and are regularly inspected. Under no circumstances shall exits or means of escape be obstructed or locked during the occupation of the premises. The Customer shall ensure that all fire extinguishers (as provided by dock10) remain in their current positions unless used legitimately. The Customer will report any discharge of fire extinguishers promptly to dock10 so that dock10 may refill or replace them, at the Customer?s expense.
The Customer shall permit any member of dock10 staff or any inspector appointed by the health & safety executive, local authority, fire authority or similar authority to inspect the Facilities at any reasonable time without prior notice. The Customer shall fully cooperate with any subject inspection.
At the end of the Hire Period the Customer shall remove any of the Customer?s or any third party?s property or equipment brought onto the Facilities and will leave the Facilities in as a good a condition as they were at the beginning of the Hire Period, subject to fair wear and tear. The Customer shall leave any construction waste or other rubbish at the specific waste designated areas, and will inform dock10 that it has done so. If dock10 is required to remove any property belonging to the Customer or any third party or to make good any damage that the Customer has caused to the Facilities or Equipment, the Customer shall, on written request from dock10, reimburse dock10 the full cost of such removal or the full cost of making good such damage (or if cheaper, replacement of broken Equipment) on receipt of proof of expenditure from dock10.
Terms relating to the Provision of Staff and/or Crew
dock10 shall be responsible for ensuring that Staff or Crew hired via dock10 have appropriate qualifications and experience generally to equip them to provide such services as have been notified to dock10 by the Customer.
The Customer shall procure that its staff, agents and contractors treat the Staff and Crew hired in a professional manner and in accordance with dock10? employee policies (including in relation to diversity, sexuality, equality, gender and health & safety).
If Staff or Crew are required to travel to locations other than the Premises, the Customer shall make additional payments as Additional Charges comprising and documented travelling expenses of the relevant personnel, reasonable and documented overnight or subsistence expenses in cases where relevant personnel stay outside the Greater Manchester area, all other payments required are to be made in respect of location work, and reasonable and documented out of pocket expenses in connection with travel, border crossings, customs clearance and subsistence for the Staff and/or Crew, and all other payments required to be made to the Staff and/Crew in connection with the Staff and/Crew travelling outside of the United Kingdom where required.
If the Customer reasonably identifies a performance issue with a member of Staff or Crew the Customer shall notify dock10 and give full details of the circumstances and the issue. dock10 shall use reasonable endeavours to promptly resolve the issue with the Customer and/or relevant member of Staff or Crew. If such issue cannot be resolved reasonably promptly dock10 shall use reasonable endeavours to assign alternative personnel for the remainder of the Hire Period.
Post Production Activities
Where Post Production Activities are undertaken at the request of the Customer, and those involve the provision of editing services and/or media, the following additional provisions shall apply.
dock10 shall not be liable in respect of any loss of data, whether as a result of interface or formatting of data from the Customer?s facilities to dock10? facilities or otherwise. All Customers must retain a back-up copy of all data, updated at all material times.
dock10 shall be responsible only for supplying personnel in accordance with the terms of the Agreement.
dock10 shall not be responsible for the edit or its results, nor for directing any Staff supplied to perform any part of the editing, all of which are the responsibility of the Customer.
dock10 shall not be responsible for keeping any backups or additional copies of any data or media and the Customer shall be responsible for taking its own copies and/or backups and for the security of the data. The Studio cannot warrant that the data held on its servers or other equipment shall not become liable to corruption or deletion, and accordingly the Customer should retain full copies at each stage of the editorial process, and must retain such copies off site.
dock10 reserves the right to delete data on its systems or those of its contractors or agents at any time and without prior notice to the Customer, and will normally delete such data 14 days after conclusion of the booking, unless otherwise agreed in writing with dock10.
Where Equipment is hired, references to Equipment include any additional Equipment provided to the Customer in accordance with any revision to the Booking as agreed between the parties. dock10 will use reasonable endeavours to ensure that the Equipment is maintained in good working condition throughout the Hire Period, but shall not be responsible for any damage or defects caused by the Customer or its contractors or agents.
If there is any problem with the Equipment, the Customer shall notify The Studio promptly of the problem and The Studio shall use reasonable endeavours to fix the problem promptly, or replace the relevant Equipment as it reasonably deems appropriate. Such repair or replacement may give rise to an Additional Charge.
The Customer is responsible for ensuring that the Equipment is suitable for the Customer?s purposes. The Customer shall only use the Equipment for the specific purposes of the creation and/or recording or audio visual material or any other purpose agreed by the parties.
The Customer shall take good care of the Equipment and to the extent it operates the Equipment it is the Customer?s responsibility to ensure that it is operated with all reasonable skill and care by appropriately qualified and experienced employees, agents or sub-contractors.
If the Customer wishes to use its own Equipment it shall ensure that it is suitable for use within the Facilities and if it is to be used in conjunction with Equipment, it shall ensure that its Equipment is fully tested (including appropriate PAT testing) and is compatible with dock10? Equipment and that its use has been agreed beforehand with dock10. The Customer shall be responsible for any loss or damage caused or arising as a result of using its Equipment in a non-compatible manner.
All the Equipment supplied by dock10 at the request of the Customer and/or forming part of the Facilities shall for the duration of the Hire Period be at the risk of and under the control and direction of the Customer who shall be responsible for the care, control, security, insurance and maintenance of all such Equipment for the duration of the Hire Period.
The Customer shall comply with the relevant terms of Schedule 2 in relation to the utilisation of all Equipment.