Last Updated 14/10/2022
1 DEFINITIONS
1.1 In these Conditions, the following definitions apply:
Agreement: the agreement between the Company and the Client for the supply of Services and hire of the Hire Equipment for the Term in accordance with the Contract Details and these Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Charges: the charges to be paid by the Client for the Services, as set out in the Contract Details. For the avoidance of doubt, reference to Monthly Fee shall mean the proportion of the Charges to be paid on a monthly basis during the Term.
Change Order: has the meaning provided to it in clause 13.1.
Cleaning Operatives: means any employees, workers, agents or consultants and subcontractors of the Company.
Cleaning Visit: means such visits by the Cleaning Operatives to the Premises as outlined in the Contract Details.
Client: means the party purchasing the Services and hiring the Hire Equipment from the Company, as defined in the Contract Details.
Client Default: has the meaning provided to it in clause 5.2.
Conditions: these terms and conditions.
Data Protection Legislation: means:
(a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
(b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Company is subject, which relates to the protection of personal data.
Employment Regulations: the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246)
EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
Extended Term: has the meaning provided to it in clause 2.
Hire Equipment: all and any equipment provided by the Company to the Client on hire, as set out in the Contract Details.
Initial Term: mean the initial term of this Agreement, as specified in the Contract Details.
Losses: means liabilities, costs, expenses, damages and losses (including but not limited to any direct losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs and all other reasonable professional costs and expenses).
Materials: all materials required by the Company for the provision of the Services, including without limitation any equipment, tools, systems, cabling or facilities, used directly or indirectly in the supply of the Services.
Monthly Fee: the monthly charges payable by the Client to the Company, for the supply of the Services as stipulated in the Contract Details and which may be amended by the Company pursuant to clause 6.2.
Premises: the premises where the Services will be performed and Hire Equipment delivered, as described in the Contract Details.
Rental Fees: the charges to be paid by the Client for the Hire Equipment, as set out in the Contract Details.
Services: the cleaning services to be provided by the Company to the Client, as further described in the Contract Details.
Services Start Date: the date on which the Services shall commence, as set out in the Contract Details.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
Term: the Initial Term and any Extended Term.
Utilities: includes all gas, electricity, water supplies and any other standard utilities required by the Company in order to carry out the Services from time to time.
1.2 The words and phrases defined in the Conditions shall have the same meaning when used in these Conditions.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.5 Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision is a reference to it as [amended, extended or re-enacted from time to time.
1.6 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.7 A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference of this Agreement or such other agreement or document, in each case as varied from time to time.
1.8 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2 BASIS OF AGREEMENT
2.1 This Agreement shall commence on the date specified in the Contract Details and shall continue for the Initial Term, unless terminated earlier in accordance with clause 9.
2.2 Upon expiry of the Initial Term (and provided that the Agreement has not already been terminated), this Agreement shall automatically renew for extended periods of 12 months (each 12-month period being an “Extended Term”), upon the same terms and conditions set out in this Agreement.
2.3 The Company shall provide the Services to the Client in accordance with this Agreement from the Services Start Date.
2.4 By signing the Contract Details, the Client confirms its acceptance of these Conditions.
2.5 These Conditions and the Contract Details constitute the entire agreement between the parties and shall apply to the provision of the Services by the Company to the Client, during the Term. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Agreement.
2.6 These Conditions apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3 SUPPLY OF SERVICES
3.1 The Services will be provided by the Company on the basis of the Agreement.
3.2 The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Client in any such event.
3.3 The Company warrants to the Client that the Services will be provided using reasonable care and skill.
3.4 The Company shall use reasonable endeavours to meet any performance dates specified in the Contract Details but any such dates shall be estimates only and time for performance by the Company shall not be of the essence of this Agreement.
3.5 The Company shall use reasonable endeavours to observe all health and safety and security requirements that apply at the Client’s premises and that have been communicated to it by the Client, provided that it shall not be liable under this Agreement if, as a result of such observation, it is in breach of any of its obligations under this Agreement.
4 MATERIALS AND HIRE EQUIPMENT
4.1 General cleaning Materials will be provided by the Company for the duration of the Term, unless otherwise notified by the Company.
4.2 The Client hereby recognises that the Materials shall at all times remain the property of the Company and the Client shall have no right, title or interest in or to the Materials. Upon the expiry of the Term, the Client’s benefit of such Materials shall cease and the Company shall be entitled to access the Premises in order to retrieve the Materials.
4.3 The Client shall keep and maintain the Materials in good condition and in accordance with the Company’s instructions from time to time. The Client shall not dispose of or use Materials other than in accordance with the Company’s written instructions or authorisation.
4.4 In the event that the Client leases any Hire Equipment from the Company (as stated in the Contract Details) the provisions of Schedule 1 shall apply, in addition to the terms and conditions of this Agreement
5 OBLIGATIONS OF THE CLIENT
5.1 The Client shall:
(a) co-operate with the Company in all matters relating to the Services;
(b) ensure that this Agreement is entered into by an authorised representative of the Client;
(c) provide the Cleaning Operatives with access to the Premises, office accommodation and other facilities as reasonably required by the Company (including keys which allow the Company’s representatives to access the Premises without any special efforts or skill);
(d) provide the Company with such information as the Company may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
(e) provide clear instructions to the Cleaning Operatives where they are required to use equipment that is provided by the Client;
(f) provide any special and clear instructions to the Cleaning Operatives for deactivation / activation of any alarm systems at the Premises (and for the avoidance of doubt the Company shall not be responsible in any way for triggering any such alarm systems);
(g) provide all Utilities as necessary for the performance of the Services;
(h) provide the Cleaning Operatives with a working and accessible telephone line at the Premises in order to check in and out during each Cleaning Visit;
(i) inform the Company of any known health and safety issues prior to the commencement of this Agreement or at any time during the Term as soon as any such issues arise;
(j) be solely responsible for its and its employees, workers, agents, consultants, subcontractors and customers/clients observance of all health and safety precautions necessary for their and any other persons protection.
(k) ensure that the conditions of the Premises are not, in the sole opinion of the Company, dangerous to the health and safety of the Cleaning Operatives or members of the public operating on the Premises.
5.2 If the performance of the Company of any of its obligations under the Agreement is prevented or delayed by an act or omission by the Client or failure by the Client to perform any of its obligations (“Client Default”):
(a) the Company shall without limiting its other rights or remedies have the right to suspend or delay performance of the Services until the Client remedies the Client Default; and
(b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the failure or delay of the Company to perform any of its obligations as a result of the Client Default.
5.3 The Client recognises and accepts that should they fail to notify the Company of any damage in accordance with clause 5.3, the Company shall not be required to consider or correct any damage caused.
5.4 Except in respect of any transfer of employees of the Company to the Client pursuant to the Employment Regulations, the Client shall not, without the prior written consent of the Company, at any time from the date of this Agreement to the expiry of six months after the termination or expiry of this Agreement, solicit or entice away from the Company or employ or attempt to employ any person who is, or has been, engaged as an employee, worker or subcontractor of the Company in the provision of the Services.
5.5 Any consent given by the Company in accordance with clause 5.4 shall be subject to the Client paying to the Company a sum equivalent to 20% of the then current annual remuneration of the Company’s employee, worker or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Client to that employee, worker or subcontractor.
6 CHARGES AND PAYMENT
6.1 In consideration of the provision of the Services by the Company, the Client shall pay the Charges.
6.2 The Company may increase the Charges on an annual basis with effect from each anniversary of the date of this Agreement in line with the percentage increase in the average weekly earnings index in the preceding 12-month period, and the first such increase shall take effect on the first anniversary of the date of this Agreement and shall be based on the latest available figure for the percentage increase in the average weekly earnings index.
6.3 The Company shall invoice the Client for the Charges at the intervals specified in the Contract Details.
6.4 The Client shall pay each invoice submitted to it on the payment date specified in the Contract Details, to a bank account nominated in writing by the Company from time to time.
6.5 Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Company any sum due under this Agreement on the due date:
(a) the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.5(a) will accrue each day at 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%; and
(b) the Company may suspend all or part of the Services until payment has been made in full.
6.6 All sums payable to the Company under this Agreement:
(a) are exclusive of VAT, and the Client shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
(b) 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).
7 DATA PROTECTION
7.1 For the purposes of this clause 7, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
7.2 Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Laws.
7.3 To the extent that the Company processes any personal data on behalf of the Client, as a processor, the Company shall:
(a) process that personal data only on the documented instructions of the Client unless the Company is required by Applicable Laws to otherwise process that personal data. Where the Company is relying on Applicable Laws as the basis for processing the personal data, the Company shall notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Company from so notifying the Client;
(b) implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the Client’s personal data and against accidental loss or destruction of, or damage to, the personal data;
(c) ensure that any personnel engaged and authorised by the Company to process the personal data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
(d) assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to the Company) and at the Client’s cost and written request, in responding to any request from a data subject and in ensuring the Client’s compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e) notify the Client without undue delay on becoming aware of a personal data breach involving the Client’s personal data;
(f) at the written direction of the Client, delete or return the Client’s personal data and copies thereof to the Client on termination of this Agreement unless the Company is required by Applicable Law to continue to process that personal data; and
(g) maintain records to demonstrate its compliance with this clause 7.
7.4 The Client authorises the Company to transfer the Client’s personal data outside of the UK to comply with its obligations under this Agreement and/or Applicable Laws, provided that the Company shall ensure that all such transfers are effected in accordance with the Data Protection Laws. For these purposes, the Client shall promptly comply with any reasonable request of the Company, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
7.5 Either party may, at any time on not less than 30 days’ notice, revise this clause 7 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).
8 LIMITATIONS OF LIABILITY
8.1 Nothing in these Conditions shall limit or exclude the liability of the Company for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.2 The Company shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
(a) loss of profit;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill;
(g) wasted expenditure; and
(h) indirect, special or consequential loss.
8.3 The Company shall not be liable under any circumstances for any Losses which may be suffered or incurred by the Client arising from or in any way connected with a late arrival of a Cleaning Operative at the Premises. The Company endeavours to be punctual for any visit but sometimes due to transport related and other problems which are beyond the Company’s control, the Cleaning Operatives may arrive with a delay or the Cleaning Visit may be rescheduled.
8.4 The Company shall not be liable under any circumstances for any Losses which may be suffered or incurred by the Client arising from or in any way connected with:
(a) a cleaning job not complete due to the lack of suitable/enough cleaning materials, equipment not in full working order, or the Client’s failure to provide the Utilities or an adequate supply of them;
(b) any damage due to faulty and/or improper installation of any item with the Client recognising that the Company shall assume that all surfaces (including but not limited to marble, granite etc) are assumed sealed and ready to clean without risk of harm and therefore no liability shall attach to the Company in the event of damage being caused in this regard;
(c) any third party entering or present at the Premises during the Cleaning Visit;
(d) any existing damage to the Client’s property or the Premises (including but by no means limited to old stains, burns or spillages); or
(e) any damages caused by any faulty equipment or materials supplied by the Client.
8.5 The total liability of the Company to the Client in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed a sum equal to the total Charges paid by the Client to the Company for the Services during the 12 months immediately preceding the date on which the alleged liability arose.
8.6 Nothing in this this clause 8 shall limit the Client’s payment obligations under this Agreement.
8.7 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
8.8 This clause 8 shall survive termination of the Agreement.
9 TERMINATION
9.1 The Company may choose not to extend the Agreement beyond the Initial Term or beyond any Extended Term, by serving written notice on the Client. Such notice to expire at the end of the Initial Term or the then Extended Term (as applicable).
9.2 The Client may give written notice to the Company not later than 3 months before the end of the Initial Term or the relevant Extended Term (as applicable), to terminate the Agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.
9.3 Without limiting its other rights or remedies, the Company may terminate the Agreement with immediate effect by giving written notice to the Client if:
(a) the Client commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so;
(b) where the Client is a company, the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or any third party takes such a step in relation to the Client;
(c) where the client is an individual, the Client takes any step or action in connection with its entering bankruptcy or any third party takes such a step in relation to the Client;
(d) the Client suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
(e) the Client’s financial position deteriorates to such an extent that in the opinion of the Company the capability of the Client to adequately fulfil its obligations under the Agreement has been placed in jeopardy;
(f) the Client (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation;
(g) the Client fails to pay any amount due under this Agreement on the due date for payment and fails to pay all outstanding amounts within 30 days after being notified in writing to do so; or
(h) the Client suspends or ceases carrying on its business at the Premises.
9.4 Without limiting its other rights or remedies, the Company may suspend provision of the Services and/or use of the Hire Equipment under the Agreement or any other contract between the Client and the Company if the Client becomes subject to any of the events listed in clause 9.3(b) to clause 9.3(e), or the Company reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Agreement on the due date for payment.
10 CONSEQUENCES OF TERMINATION
10.1 In the event that the Agreement is terminated by the Company pursuant to clause 9.3 or the Client fails to terminate the Agreement in accordance with clause 9.2, without prejudice to any other rights or remedies of the Company, the Client hereby recognises and agrees that they shall:
(a) pay all Monthly Fees and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 6;
(b) pay to the Company on demand a sum equal to the total of all the Monthly Fees that would (but for the termination) have been payable during the Term if the Agreement had continued from the date of such demand to the expiry of the Term; and
(c) indemnify the Company against all Losses arising out of or in connection with any claims or rights of action that any of the Cleaning Operatives has or may have in relation to their employment, whether under common law, contract, statute or otherwise, in connection with the termination of the Contract, including, but by no means limited to, any claims brought by the Cleaning Operatives that their contracts of employment have been transferred to a new cleaning company which the Client chooses to employ as a result of the termination by the Company pursuant to the Employment Regulation; any claims brought by the Cleaning Operatives for wrongful or unfair dismissal; any claims brought by the Cleaning Operatives for any redundancy payments, whether statutory or otherwise; and any other claims, employment related or otherwise, brought by the Cleaning Operatives against the Company. If upon expiry or termination of this Agreement, any or some of the Cleaning Operatives do not transfer over to the Client, under the Employment Regulations, the Company shall use its best endeavours to redeploy those Cleaning Operatives. Where it is not possible to do this and as a result of such, the Cleaning Operatives (or any of them) are made redundant, the Client shall bare the full costs of such redundancy and indemnify the Company for all any redundancy payments to be paid to the Cleaning Operatives.
10.2 Termination or expiry of this agreement 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 the Agreement which existed at or before the date of termination or expiry.
11 FORCE MAJEURE
11.1 For the purposes of this Agreement, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, snow, storm, epidemic, pandemic, or default of companies, contractors, suppliers or subcontractors.
11.2 The Company shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.
11.3 If the Force Majeure Event prevents the Company from providing any of the Services for more than 6 weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Agreement (without liability) immediately by giving written notice to the Client.
12 CLEANING OBJECTIVES
If the Client considers that the Services being provided by a Cleaning Operative are inadequate, the Client may request in writing that the Cleaning Operative be replaced along with the reasons and any evidence in support of such request (the “Request to Replace”). Upon receipt by the Company of a Request to Replace, if in the Company’s opinion the Request to Replace is reasonable, the Company may, in their absolute discretion, replace that Cleaning Operative.
13 CHANGE CONTROL
13.1 Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until a Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:
(a) the Services;
(b) the Company’s existing charges;
(c) the timetable of the Services; and
(d) any of the terms of this Agreement.
13.2 If the Company wishes to make a change to the Services it shall provide a draft Change Order to the Client.
13.3 If the Client wishes to make a change to the Services:
(a) it shall notify the Company and provide as much detail as the Company reasonably requires of the proposed changes, including the timing of the proposed changes; and
(b) the Company shall, as soon as reasonably practicable after receiving the information at clause 13.3(a), provide a draft Change Order to the Client.
13.4 If the parties:
(a) agree to a Change Order, they shall sign it and that Change Order shall amend this Agreement; or
(b) are unable to agree a Change Order, the Agreement shall continue as it is, unamended.
13.5 The Company may charge for the time it spends on preparing and negotiating Change Orders which implement changes proposed by the Client pursuant to clause 13.3 on a time and materials basis at the Company’s daily charging rates, as notified to the Client.
14 NOTICE
14.1 Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, email (using the email address info@mrs-bucket.co.uk only).
14.2 A notice or other communication shall be deemed to have been received: if delivered personally, 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 posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail (using the email address info@mrs-bucket.co.uk only), one Business Day after transmission.
14.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15 ASSIGNMENT
15.1 The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.
15.2 The Client shall not, without the prior written consent of the Company, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
16 SEVERANCE
16.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
16.2 If one party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and to the greatest extent possible, achieves the intended commercial result of the original provision.
17 WAIVER
A waiver of any right or remedy under the Agreement or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Agreement 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.
18 NO PARTNERSHIP OR AGENCY
Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
19 THIRD PARTY RIGHTS
A person who is not a party to the Agreement shall not have any rights to enforce its terms.
20 VARIATION
The Company reserves the right to make any changes to any part of these Conditions without giving any prior notice.
21 GOVERNING LAW
The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
22 JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Where the Client hires any Hire Equipment from the Company, the terms and conditions of this Schedule 1, shall apply in addition to terms set out in the Contract Details and the Conditions.
1 BASIS OF CONTRACT
1.1 The equipment hired by the Client and offered for hire by the Company, is as set out in the Contract Details, as “Hire Equipment”.
1.2 The Company does not own the Hire Equipment and has instead, agreed to lease the Hire Equipment from a third-party lender (Lender) on behalf of the Client. The terms and conditions set out in this Schedule 1 are the terms and conditions imposed by the Lender on the Company which the Company is obliged to pass down to the Client.
1.3 From time to time the Lender may impose additional terms and conditions on the Company and/or, amend its existing terms and conditions. Should this happen, the Company shall notify the Client and those additional and/or amended terms shall apply to this Agreement, immediately from the date upon which the Client notifies the Client.
2 HIRE EQUIPMENT
2.1 The Hire Equipment includes its component parts, replacements and attachments.
2.2 The Lender reserves the right to put a label or tracker on the Hire Equipment, including any goods or vehicle prior to or after delivery to the Client.
2.3 The Client must thoroughly check the Hire Equipment and notify the Company of any apparent problems within 2 Business Days of their delivery in the absence of which the Company shall be entitled to assume the Client’s complete satisfaction with the Hire Equipment.
2.4 The Client must ensure that the Hire Equipment are kept at all times in good repair, condition and working order, properly used and maintained (in accordance with the manufacturer’s instructions and recommendations), appropriately licensed, used lawfully at all times and used in accordance with the requirements of section 6 of the Health and Safety at Work Act 1974 and other applicable statutory requirements.
2.5 Unless otherwise agreed in writing by the Company, the Client is responsible for any external connections and line rental required. The Client will continue to be liable for all Rental Fees and subject to the terms of this Agreement even in the event of default of any such third-party service suppliers, or termination of such third party service agreements for any reason.
2.6 The Client must not part with possession of the Hire Equipment, allow anyone else to use them or claim capital allowances on them. If the Client wants to move the Hire Equipment (save for mobile phones and tablets) from the Premises, it must first obtain the Company’s written permission.
2.7 The Client shall allow the Company and/or the Lender, it’s or their agents to inspect the Hire Equipment at any reasonable time.
2.8 The Client shall not sell, offer for sale, transfer, mortgage, pledge, charge, lend or sub-let the Hire Equipment or otherwise part with them nor allow the creation of any lien over them. The Client shall not allow the Hire Equipment to be taken outside of the UK without the Company’s prior written consent.
2.9 The risk of loss or damage of the Hire Equipment shall pass to the Client on delivery of the Hire Equipment to the Client.
2.10 On expiry or termination of this Agreement, the Client is responsible for the disconnection of the Hire Equipment and shall return the Hire Equipment directly to the Company or the Lender (as directed by the Company) in good repair and working order at the Client’s expense to a location notified to the Client. Where you fail to return the Hire Equipment within 7 days of the expiry or termination of this Agreement, the Client shall grant to the Company and/or the Lender, its or their agents access to any premises where the Hire Equipment may be for the purpose of removing them, and the Client shall reimburse the Company and/or the Lender for any costs it or they incur in doing so.
2.11 The Client shall comply with all applicable laws and regulations in respect of the use and storage of the Hire Equipment.
2.12 The Client shall use and store the Hire Equipment in accordance with the manufacturer’s guidelines and shall not do (or omit to do) any such thing that shall cause damage to the Hire Equipment. The Client shall keep the Hire Equipment in good working order, condition and repair and shall not affix the Hire Equipment to any land or building unless the prior written consent of the Company is obtained.
2.13 The Client shall bare the risk of any loss or damage to the Hire Equipment and notify the Company immediately upon becoming aware of the same.
2.14 The Client shall obtain all relevant licences, permissions or consents that are required by law to use, store or operate the Hire Equipment
2.15 No alterations shall be made to the Hire Equipment or components removed from the Hire Equipment, other than in the ordinary course of repair and maintenance or where required by law), without the prior written consent of the Company. The Client agrees that all substitutes, replacements, repairs, renewals or additions in or to the Hire Equipment shall be or thereby become the property of the Lender free from any encumbrance and subject to this Agreement.
2.16 If the Hire Equipment is defective or becomes damaged, the Client shall notify the Company immediately, and take such steps as the Company and/or the Lender requests, to allow the Company and/or the Lender, its or their contractor, workers or agents, access to the Hire Equipment to investigate such issue and/or to carry out any repairs. To the extent that the Company is invoiced by the Lender for the repair work, the Client shall settle such invoices in full, immediately upon demand.
3 PAYMENTS
3.1 The Rental Fees are as set out in the Contract Details and must be paid by the Client to the Company, by the payment dates specified by the Company.
3.2 The Company shall pass on to the Client all and any additional charges, fees, costs, and/or expenses that the Lender invoices the Company for (or otherwise requests from the Company) in respect of the Hire Equipment (the Additional Costs). The Client shall pay each of these Additional Costs to the Company, in full, by the date specified by the Company.
3.3 If the Client fails to make any payment due under this Schedule 1, by the due date for payment, it shall be liable to pay to the Company any and all additional costs or expenses incurred by it in enforcing this Agreement (including, without limitation, any costs or expenses invoiced or requested by the Lender).
3.4 The Client indemnifies the Company if its possession or use of the Hire Equipment or, the repossession of them under this Agreement, causes the Company to suffer any loss or costs.
3.5 The Lender reserves the right to vary the price of the Rental Fees at any time. Should it do so, the Company shall pass on the costs of such varied fees to the Client and the Client shall be solely responsible for the payment of the varied fees in full.
4 EXCLUSION OF LIABILITY
4.1 The Client accepts that there is risk that the Hire Equipment may not perform as expected and may not be satisfactory. The Client shall assume such risk on the terms set out in this Agreement as the Client accepts that the Company is merely acting as an intermediary to source the funding of the Hire Equipment for the Client. The Company shall have no liability to the Client in respect of the suitability of the Hire Equipment for the Client’s intended use and/or the quality, functioning, performance or reliability of the same.
4.2 If the Company receives the benefit of any manufacturer’s warranties for the Hire Equipment, it shall, to the extent that is able to do so, pass the benefit of such warranties on to the Client.
4.3 Save in the event of death or personal injury caused by the Company’s negligence, it shall have no liability for the description, state, conditions, suitability or performance of the Hire Equipment (or of any software) and any terms otherwise implied by law are expressly excluded to the full extent permitted by law.
5 MAINTENANCE AND INSURANCE
5.1 Unless otherwise agreed in writing by the Company, no maintenance will be provided in respect of the Hire Equipment.
5.2 The Client must insure the Hire Equipment with a reputable insurer on an all risk basis (or fully comprehensive basis in respect of vehicles) with no unusual excess and no exclusions for their full replacement value at its own expense. The Client must arrange to note the Lender’s interest on any policy of insurance as the owner of the Hire Equipment and payee of any insurance proceeds.
5.3 If requested, the Client must produce evidence of the insurance required under clause 5.2. If it fails to do so, then the Company or the Lender may obtain the insurance on behalf of the Client and increase the Rental Fees to reflect the costs of insuring the Hire Equipment.
5.4 If the Client makes an insurance claim it must notify the Company immediately and, hold any insurance monies which it receives in respect of the Hire Equipment on trust for the Company or the Lender (as appropriate). The Company may apply any insurance monies towards the cost of repair or reinstatement of the Hire Equipment or, towards payment of any sum or sums due to it under this Agreement.
5.5 The Client agrees to indemnify the Company and keep it fully indemnified on demand against any loss, damage, proceedings, claims, costs or expenses arising directly or indirectly from: (i) the Client’s hiring, possession, operation or use of the Hire Equipment under this Agreement; (ii) any loss, injury or damage suffered by any person in connection with the hiring, possession, operation or use of the Hire Equipment under this Agreement; and (iii) a breach by you the Client of this Agreement, except for death or personal injury caused by the Company’s negligence. The provisions of this clause 5.5 shall continue in full force and effect notwithstanding the termination of this Agreement for any reason.
5.6 If the Hire Equipment is damaged, lost or stolen and there is a total loss claim, the Client must within 20 days of such event settle this Agreement by paying the Company such amount as is requested by the Company. The Company will take the amount of any relevant insurance settlement from the amount due in accordance with this clause. Unless and until the Company has received an amount calculated in accordance with this clause, in full, the damage, loss or theft of the Hire Equipment will not affect this Agreement and the Client must continue to pay the Rental Fees in full.
6 ENDING THE HIRE
6.1 If the Company terminates the Agreement due to an event listed under clause 9.3 of the Conditions, the Client must pay to the Company immediately: (a) any Rental Fees in arrears and any other sums payable to the Company under the Agreement which are due and unpaid as at the date of termination; plus (b) the balance of the Rental Fees that would have been payable during the remainder of the Term (save for such termination); (c) all expenses and costs reasonably incurred by the Company and/or the Lender in retaking possession of and selling or re-hiring the Hire Equipment or attempting to re-sell or re-hire the Hire Equipment and/or enforcing its or their rights under this Agreement; plus (d) any loss, cost, penalty or expense otherwise incurred or suffered by the Company in respect of the Hire Equipment or which is otherwise invoiced by the Lender to the Company.
6.2 In the event that the Agreement is terminated early by the Client or, the Client otherwise seeks to terminate its use of the Hire Equipment, the Client shall be responsible in full for all costs or expenses invoiced by the Lender to the Company in respect of such termination, including without limitation, any early termination costs.
6.3 In the event that the Client does not make use of the Hire Equipment (or any part of it), the Client shall continue to be responsible for and shall pay to the Company, the Rental Fees in respect of the Hire Equipment.
6.4 Upon termination of the Agreement, the Hire Equipment shall be returned to the Company or the Lender (as directed by the Company), unless it is otherwise agreed in writing that the Client may purchase the Hire Equipment for a fee, as notified by the Company to the Client. If the Client purchases the Hire Equipment, title to the Hire Equipment shall only transfer to the Client, upon the date and time that the Company or the Lender (as applicable) receives payment in full for purchase fee relating to the Hire Equipment.