Terms and Conditions Events

EVENT HIRE TERMS AND CONDITIONS

 

 

AGREED TERMS

1. DEFINITIONS
1.1 The following definitions and rules of interpretation apply in these terms.
Booking Fee: as defined in clause 4.5.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Contract: the contract between the Owner and the Lessee for the hire of the Equipment as set out in the Order and these Terms.
Delivery: the transfer of physical possession of the Equipment to the Lessee.
Equipment: the items of equipment provided to the Lessee under the Contract as detailed in the Order, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.
Fees: the payment made by or on behalf of Lessee for hire of the Equipment.
Force Majeure Event: an event outside of the Owner’s control such as, but not limited to, a breakdown or failure of the equipment or the delivery vehicles if the Owner is to deliver.
Order: the order from the Lessee to the Owner setting out the agreed event hire details.
Site: the Lessee's premises at the address as set out in the Order.
Rental Period: the period of hire as set out in the Order.
Terms: the terms and conditions set out in this document.
Total Loss: the Equipment is, in the Owner's reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated.
VAT: value added tax chargeable in the UK.
1.2 Clause and paragraph headings shall not affect the interpretation of these terms.
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Unless the context otherwise requires:
1.4.1 words in the singular shall include the plural and in the plural shall include the singular; and
1.4.2 a reference to one gender shall include a reference to the other genders.
1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.6 A reference to writing or written does not include fax or e-mail.
1.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.8 References to clauses are to the clauses of these terms.
2. EQUIPMENT HIRE
2.1 The Owner shall hire the Equipment to the Lessee for use at the Site subject to these terms.
2.2 The Owner shall not, other than in the exercise of its rights under these terms or applicable law, interfere with the Lessee's quiet possession of the Equipment.
3. RENTAL PERIOD
3.1 The Rental Period starts on the date of Delivery and shall continue until the date specified in the Order.
3.2 Subject to the Equipment being available, the Lessee may extend the Rental Period by contacting the Owner via telephone. The cost of any such extension shall be confirmed by the Owner and must be paid at the point the extension is requested.
3.3 At the end of the Rental Period, the Lessee:
3.3.1 must remain with the Equipment until it is returned to/collected by the Owner; and
3.3.2 will be liable for any damage to the Equipment, to include any lost items, accessories or parts that are in relation to the Equipment.
3.4 The Lessee acknowledges and agree that the date and time of Delivery may be time specific. The Owner will provide a time window for delivery and collection of the Equipment. The Lessee undertakes to make itself available during such times to allow satisfactory delivery and collection of the Equipment. For the avoidance of doubt, the Owner shall not be liable for any failure or delays in Delivery or collection as a result of any act or omission of the Lessee or an event outside of its control. Please see further clause 15 below.
4. FEES
4.1 The Lessee shall pay to the Owner, the Fees on order, unless the Owner agrees otherwise. The Fees shall be paid in British Pounds Sterling and shall be made by way of online payment or payment over the telephone by credit or debit card.
4.2 The Fees are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Lessee at the rate and in the manner from time to time prescribed by law.
4.3 All amounts due under these terms shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
4.4 If the Lessee fails to make a payment due to the Owner under these terms by the due date, then, without limiting the Owner’s remedies under clause 13 (Termination), the Lessee shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment at a rate of 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
4.5 The Owner may require the Lessee to pay a Booking Fee to reserve the Equipment, at its discretion. The Owner shall notify the Lessee the amount of any such booking fee, which shall be payable on enquiry. The Booking Fee shall represent a reservation fee for the Equipment and shall be non-refundable to cover the Owner’s costs in securing the Equipment for hire by the Lessee.
4.6 If a Purchase order has been agreed and the Owner has received a signed copy of the Purchase Order from the Lessee, clause 4.5 shall not apply.
5. ADDITIONAL CHARGES
5.1 The Lessee acknowledges that if Equipment is found by the Owner to be dirty or damaged after the Lessee’s hire of the Equipment, the Owner shall be entitled to charge the Lessee:
5.1.1 a cleaning charge of £50 plus VAT Per Item ; and
5.1.2 all costs, losses, liabilities, expenses determined by the Owner to have been incurred as a result of the Equipment being damaged and therefore incapable of being available for future lessee’s of the Equipment.
5.2 Any payments due to be made by the Lessee under this clause 5 shall be due and payable [immediately] on demand by the Owner.
6. ORDER CANCELLATIONS
6.1 The Lessee shall be entitle to cancel an Order on written notice to the Owner. The Lessee acknowledges that the Owner will have incurred fees in respect of organising the Equipment for hire. Accordingly, the Owner shall be entitled to pass such costs on to the Lessee as follows:
6.1.1 for cancellations received more than 21 days before the first day of hire: 80% of full hire value will be refunded;
6.1.2 between 21 and 14 days before the first day of hire: 50% of full hire value will be refunded;
6.1.3 between 13 and 7 days before the first day of hire: 25% of full hire value will be refunded; and
6.1.4 less than 7 days before the first day of hire: no refund will be made.
6.2 If the Owner is obliged to refund any part of the Fees pursuant to clause 6.1 above, it shall do so via the same method for which it received payment.
7. DELIVERY AND INSTALLATION
7.1 The Order shall specify when the Equipment will be delivered or collected (as the case may Be). The Equipment shall be made available on the first Day of the Rental Period.
7.2 Whilst the Owner shall use reasonable endeavours to deliver the Equipment on the agreed delivery date, time for delivery shall not be of the essence of the Contract.
7.3 The Lessee shall procure that a duly authorised representative of the Lessee shall be present at the time of Delivery and installation (if applicable) to sign a receipt for the Equipment. Any individual signing on behalf of the Lessee will be deemed by the Owner to be authorised to do so and such signature shall constitute conclusive evidence that the Lessee has examined the Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended.
7.4 If the Owner has agreed to install the Equipment, this shall be specified in the Order.
7.5 To facilitate Delivery and/or installation, the Lessee shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable Delivery and/or installation to be carried out safely and expeditiously. If the Owner is unable to deliver and/or install the Equipment at the point of Delivery or collect the Equipment on the specified collection date as a result of the actions, omissions or default of the Lessee or its agents, officers, employees or representatives, the Owner shall be entitled to charge a waiting charge of:
7.5.1 £100 plus VAT per hour (or part thereof) if delivery, installation (if applicable) and/or collection is on a Business Day;
7.5.2 £200 plus VAT per hour (or part thereof) if delivery, installation (if applicable) and/or collection is not on a Business Day,
plus any costs incurred by the Owner as a result.
7.6 The Owner shall have no liability to the Lessee or any other third party for failure or delay in delivery or making the Equipment available as a result of a Force Majeure Event.
7.7 The Lessee acknowledges that any dimensions quoted by the Owner are an approximation and the Owner accepts no responsibility for there being inadequate access for the Equipment upon Delivery based on any such estimates.
7.8 Where the Equipment requires the use of one, the Lessee shall ensure that a 13amp mains power supply (PS) is available unless a generator has been specified on the Order as being provided. The Lessee must ensure that the Equipment is within 2 metres of the PS. Any failure on the part of the Lessee to comply with this clause 7.8 will entitle the Owner to refuse to Deliver the Equipment and/or charge the Lessee the full Fees in respect of the Equipment at its absolute discretion. For the avoidance of doubt, if the Equipment has been delivered and the Owner finds the Lessee to be in breach of this clause, it shall be under no obligation to make any refund of the Fees already paid, and for any Fees not paid, they shall be due and payable by the Lessee in full.
7.9 The Lessee shall ensure that all Equipment is connected to the correct power supply at all times, such requirements to be provided by the Owner in advance If requested.
7.10 The Owner is unable to Deliver or Install the Equipment at a Site that is unsafe or that it deems to be a risk in its absolute discretion. The Owner reserves the right to conduct a survey of the Site if the Owner believes it to be necessary and shall be entitled to charge the Lessee for the costs of any such survey.
7.11 Additional charges shall apply if the Site is materially different from the Site as described in the Order. Any such charges shall be notified to the Lessee and shall be payable in full within 7 days of an invoice being rendered.
7.12 Any costs incurred by the Owner relating to Delivery or installation of the Equipment as a result of the Lessee being in breach of this clause (including but not limited to parking fines and charges) shall be charged to the Lessee.
7.13 The Owner will supply the Lessee with a risk assessment , If requested for the Equipment upon Delivery which will apply to the Equipment only. It will not therefore constitute a risk assessment in respect of any event run by the Lessee which incorporates the Equipment. The Lessee shall be responsible for providing its own risk assessments. Accordingly, the Owner shall have no liability to the Lessee or to any other third party in this regard,
7.14 The Owner shall supply to the Lessee any risk and method statements reasonably requested by the Lessee in writing in the form specified by the Owner:
7.14.1 at a cost of £50 plus VAT if less than 72 hours prior written notice; or
7.14.2 free of charge if more than 72 hours prior written notice,
is given to the Owner.
8. TITLE, RISK AND INSURANCE
8.1 The Equipment shall at all times remain the property of the Owner, and the Lessee shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms and conditions of these terms).
8.2 The Lessee will indemnify the Owner, its agents and its employees for any claims made against them seeking compensation for personal injury and/or property damage unless such injury or damage was as a result of the negligence, gross negligence or wilful acts or omission of the Owner, its agents or employees.
8.3 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Lessee on Delivery. The Equipment shall remain at the sole risk of the Lessee during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Lessee (Risk Period) until such time as the Equipment is redelivered to the Owner. During the Rental Period and the Risk Period, the Lessee shall, at its own expense, obtain and maintain the following insurances:
8.3.1 insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as the Owner may from time to time nominate in writing;
8.3.2 insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as the Owner may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and
8.3.3 insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as the Owner may from time to time consider reasonably necessary and advise to the Lessee.
8.4 The Lessee acknowledges that the Owner’s insurance covers unforeseen issues caused by the Equipment or its negligence. Accordingly, it shall be the Lessee’s responsibility to take out appropriate insurance at its own cost in respect of use of the Equipment.
8.5 All insurance policies procured by the Lessee shall be endorsed to provide the Owner with at least [20] Business Days' prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall upon the Owner's request name the Owner on the policies as a loss payee in relation to any claim relating to the Equipment. The Lessee shall be responsible for paying any deductibles due on any claims under such insurance policies.
8.6 The Lessee shall give immediate written notice to the Owner in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Lessee's possession or use of the Equipment.
8.7 If the Lessee fails to effect or maintain any of the insurances required under these terms, the Owner shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Lessee.
8.8 The Lessee shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Owner and proof of premium payment to the Owner to confirm the insurance arrangements.
9. LESSEE'S RESPONSIBILITIES
9.1 The Lessee undertakes to the Owner at all times:
9.1.1 ensure that the Equipment shall be attended by the Lessee or their authorised representative at all times when it is in a public location and that the Equipment is kept and operated in a suitable environment which must be in an area where the Equipment is covered and kept dry at all times, used only for the purposes for which it is designed, and operated by both the Lessee and the user in the proper manner in accordance with any operating instructions provided by the Owner;
9.1.2 ensure that persons who:
i. are under the age of 16;
ii. would be considered to be a high-risk person by virtue of a factor other than their age; or
iii. are intoxicated through alcohol, drugs or any other intoxicating substance;
shall not be permitted to use the Equipment at any time;
9.1.3 to notify the Owner of the correct nature of the intended usage of the Equipment including intensity, number of users, maximum weight of the users so that the Owner can supply the correct grade of Equipment. Failure to do so could render the Equipment unsuitable or unsafe. The Owner shall not be liable for any costs, losses or liabilities whatsoever in this regards whether to the Lessee or any other third party;
9.1.4 comply with the maximum user weight and maximum duration of usage in reference to each piece of Equipment as advised by the Owner;
9.1.5 ensure that Users wear the correct footwear and abide by any other requirements as outlined by the Owner from time-to-time;
9.1.6 take such steps (including compliance with all safety and usage instructions provided by the Owner) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;
9.1.7 make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment unless the component(s) is/are replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved/advanced version of it. Title and property in all substitutions, replacements, renewals made in or to the Equipment shall vest in the Owner immediately upon Installation;
9.1.8 keep the Owner fully informed of all material matters relating to the Equipment;
9.1.9 keep the Equipment at all times at the Site and shall not move or attempt to move any part of the Equipment to any other location without the Owner's prior written consent;
9.1.10 permit the Owner or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter upon the Site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;
9.1.11 maintain usage records of the Equipment and ensure it doesn’t breech the agreed usage level;
9.1.12 to ensure the Equipment remains clean and free from debris, dirt or any other substance which could affect the operation of the Equipment;
9.1.13 not, without the prior written consent of the Owner, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
9.1.14 not leave the Equipment unattended in any public location;
9.1.15 not without the prior written consent of the Owner, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building. If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land or building and the Lessee shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify the Owner against all losses, costs or expenses incurred as a result of such affixation or removal;
9.1.16 not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of the Owner in the Equipment and, where the Equipment has become affixed to any land or building, the Lessee must take all necessary steps to ensure that the Owner may enter such land or building and recover the Equipment both during the term of these terms and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of the Owner of any rights such person may have or acquire in the Equipment and a right for the Owner to enter onto such land or building to remove the Equipment;
9.1.17 not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Lessee shall notify the Owner and the Lessee shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify the Owner on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
9.1.18 not use the Equipment for any unlawful purpose;
9.1.19 ensure that at all times the Equipment remains identifiable as being the Owner's property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;
9.1.20 deliver up the Equipment at the end of the Rental Period or on earlier termination of these terms at such address as the Owner requires, or if necessary allow the Owner or its representatives access to the Site or any premises where the Equipment is located for the purpose of removing the Equipment; and
9.1.21 not do or permit to be done anything which could invalidate the insurances referred to in clause 8 (Title, risk and insurance).
9.2 The Lessee acknowledges that given the nature of the Equipment, it must not be used outdoors without cover and must be kept dry and free from water at all times. The Lessee indemnifies and shall keep the Owner indemnified at all times for all costs, losses, expenses, damages, fines and liabilities suffered by or incurred by the Owner for breach of this clause 9.2.
9.3 The Lessee acknowledges that the Owner shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Lessee or its officers, employees, agents and contractors, and the Lessee undertakes to indemnify the Owner on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Lessee to comply with these Terms, including any loss of income.
10. FITNESS ADVICE
10.1 The Lessee acknowledges that the Owner is not authorised or qualified to give fitness advice but shall provide safe usage information. Therefore, it is the Lessee’s responsibility to ensure that it satisfies itself as to the usability of the Equipment of all users of the Equipment prior to use. Such information is provided for information purposes only and is taken entirely at the Lessee’s risk. Accordingly, the Owner shall have no liability to the Lessee or any other third party in this regard.
10.2 The Owner may provide the Lessee with the services of a qualified fitness professionals (Contractor) who have experience in using the Equipment, for an agreed Extra Fee If the Owner does so, it does so as agent for the Lessee and the Lessee agrees to abide and comply with the instructions of such Contractors at all times. The Owner shall have no liability to the Lessee or to any other third party for advice given by any such Contractor, which shall be the Contractors sole responsibility.
11. WARRANTY
11.1 The Lessee acknowledges that the Owner does not manufacture the Equipment and therefore, the Lessee shall be entitled only to such warranty or other benefit as the Owner has received from the manufacturer.
11.2 The Lessee warrants and undertakes to the Owner that the Lessee:
11.2.1 is entering these terms wholly or predominantly for the purposes of a business carried on by the Lessee;
11.2.2 understand that the Lessee will not have the benefit of the protection and remedies that would be available to the Lessee under the Financial Services and Markets Act (FSMA) 2000 or under the Consumer Credit Act (CCA) 1974 if these terms were a regulated agreement under those Acts; and
11.2.3 is aware that, if the Lessee is in any doubts as to the consequences of these terms not being regulated by the FSMA or the CCA, then the Lessee should see independent legal advice.
12. LIABILITY
12.1 The restrictions on liability in this clause 12 apply to every liability arising under or in connection with these terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2 Subject to clause 12.3, the Owner's total liability to the Lessee (including any liability for the acts or omissions of its employees, agents and subcontractors) shall not exceed the total amount of Fees paid by the Lessee in the year preceding a claim.
12.3 Nothing in these terms limits any liability which cannot legally be limited including but not limited to liability for:
12.3.1 death or personal injury caused by negligence; and
12.3.2 breach of the terms implied by section 8 of the Supply of Goods (Implied Terms) Act 1973.
12.4 The Contract sets forth the full extent of the Owner's obligations and liabilities in respect of the Equipment and its hiring to the Lessee. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on the Owner except as specifically stated in these terms. Any condition, warranty or other term concerning the Equipment which might otherwise be implied into or incorporated within these terms, whether by statute, common law or otherwise, is expressly excluded.
13. TERMINATION
13.1 Without affecting any other right or remedy available to it, the Owner may terminate these terms with immediate effect by giving written notice to the Lessee if:
13.1.1 the Lessee fails to pay any amount due under these terms on the due date for payment;
13.1.2 the Lessee commits a material breach of any other term of these terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified to do so;
13.1.3 the Lessee repeatedly breaches any of the terms of these terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these terms;
13.1.4 the Lessee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
13.1.5 the Lessee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
13.1.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Lessee (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of the Lessee with one or more other companies or the solvent reconstruction of the Lessee;
13.1.7 an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the Lessee (being a company);
13.1.8 the holder of a qualifying floating charge over the assets of the Lessee (being a company) has become entitled to appoint or has appointed an administrative receiver;
13.1.9 a person becomes entitled to appoint a receiver over all or any of the assets of the Lessee or a receiver is appointed over all or any of the assets of the Lessee;
13.1.10 a creditor or encumbrancer of the Lessee attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Lessee's assets and such attachment or process is not discharged within 14 days;
13.1.11 any event occurs, or proceeding is taken, with respect to the Lessee in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1.4 to clause 13.1.10 (inclusive); or
13.1.12 the Lessee suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
13.2 For the purposes of clause 13.1.2, material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the Owner would otherwise derive from:
13.2.1 a substantial portion of these terms; or
13.2.2 any of the obligations set out in clauses 7 to 9 (inclusive),
over the term of these terms. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
13.3 The Contract shall automatically terminate if a Total Loss occurs in relation to the Equipment.
14. CONSEQUENCES OF TERMINATION
14.1 Upon termination of these terms, however caused:
14.1.1 the Owner's consent to the Lessee's possession of the Equipment shall terminate and the Owner may, by its authorised representatives, without notice and at the Lessee's expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located; and
14.1.2 without prejudice to any other rights or remedies of the Lessee, the Lessee shall pay to the Owner on demand:
i. all due but unpaid at the date of such demand together with any interest accrued pursuant to clause 4.4;
ii. any costs and expenses incurred by the Owner in recovering the Equipment and/or in collecting any sums due under these terms (including any storage, insurance, repair, transport, legal and remarketing costs).
14.2 Upon termination of the Contract pursuant to clause 13.1, any other repudiation of this agreement by the Lessee which is accepted by the Owner or pursuant to clause 13.3, without prejudice to any other rights or remedies of the Owner, the Lessee shall pay to the Owner on demand a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Rental Period, less:
14.2.1 [a discount for accelerated payment at the percentage rate set out in the Payment Schedule; and]
14.2.2 the Owner's reasonable assessment of the market value of the Equipment on sale.
14.3 The sums payable pursuant to clause 14.2 shall be agreed compensation for the Owner's loss and shall be payable in addition to the sums payable pursuant to clause 14.1.2.
14.4 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these terms which existed at or before the date of termination or expiry.
15. FORCE MAJEURE
The Owner shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under these terms or the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the Owner shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for [4] weeks, the Owner may terminate the Contract by giving [7] days' written notice to the Lessee.
16. ASSIGNMENT AND OTHER DEALINGS
The Contract is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these terms.
17. ENTIRE AGREEMENT
17.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
17.2 Each party acknowledges that in entering into these terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.
18. VARIATION
No variation of these terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
19. NO PARTNERSHIP OR AGENCY
19.1 Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
19.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
20. FURTHER ASSURANCE
Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these terms.
21. COUNTERPARTS
21.1 The Contract may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
21.2 Transmission of an executed counterpart of these terms (but for the avoidance of doubt not just a signature page) by e-mail (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of these terms. If this method of delivery is adopted, without prejudice to the validity of these terms thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.
22. THIRD PARTY RIGHTS
22.1 Unless it expressly states otherwise, these terms does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms.
22.2 The rights of the parties to rescind or vary these terms are not subject to the consent of any other person.
23. NOTICES
23.1 Any notice given to a party under or in connection with these terms shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
23.2 Any notice shall be deemed to have been received:
23.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
23.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after.
23.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
23.4 A notice given under these terms is not valid if sent by email.
24. WAIVER
No failure or delay by a party to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
25. RIGHTS AND REMEDIES
Except as expressly provided in these terms, the rights and remedies provided under these terms are in addition to, and not exclusive of, any rights or remedies provided by law.
26. SEVERANCE
26.1 If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms.
26.2 If any provision or part-provision of these terms is deemed deleted under clause 26.1the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
27. GOVERNING LAW AND JURISDICTION
27.1 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
27.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms or its subject matter or formation.
The Contract has been entered into on the date stated at the beginning of it.