Terms and Conditions

1. Interpretation
1.1 The following definitions and rules of interpretation apply in this Contract.
Acceptance Period: shall take the meaning given to it in clause 2.1.
ACME: the party which owns the Equipment and whose details are set out in full within the Particulars.
Administration Fee: means the fee of £35 payable by the Hirer to ACME in accordance with clause 4.3.
Agreements: means any other agreement between the parties including for the avoidance of doubt the Service and Maintenance Agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in England.
Commencement Date: shall take the meaning given to it in clause 2.3.
Contract: the legally binding agreement between ACME and the Hirer made up of the Particulars, these Terms and any documents referred to herein for the hire of the Equipment or any of the same as varied or novated (in each case, other than in breach of the provisions of this Contract) from time to time.
Delivery: the transfer of physical possession of the Equipment to the Hirer at the Equipment Location.
Designated Account: the account from which ACME shall seek to make collections of direct debit payments as set out in the Particulars.
Equipment: the items of equipment listed in the Particulars, all substitutions, replacements, spare or additional parts, upgrades or renewals of such equipment and all related accessories, manuals and instructions provided for it.
Equipment Location: the Hirer’s premises as set out in the Particulars.
Fees: the fees for the hire of the Equipment and/or as otherwise detailed within the Particulars.
Hire Period: means the Minimum Hire Period plus any Subsequent Hire Period.
Hirer: means the party hiring the Equipment as set out within the Particulars.
Installation Schedule: means the schedule attached hereto in accordance with which installation of the Equipment shall be carried out.
Loss: means any costs (including reasonable professional costs), charges, claims, damages, expenses, losses or liabilities.
Minimum Hire Period: means the minimum period of hire beginning on the Commencement Date and continuing for the period specified within the Particulars unless this Contract is terminated earlier in accordance with these Terms.
Particulars: means the document headed up as such which together with these Terms forms the Contract.
Particulars Date: means the date set out at the head of the Particulars, being that upon which the Particulars are issued by ACME.
Payment Schedule: the schedule set out within the Particulars which sets out the Fees payable under this Contract.
Purchase Option: the Hirer’s option to purchase the Equipment as more fully described in clause 8.
Purchase Option Price: the price of the Purchase Option as set out in the Payment Schedule.
Risk Period: shall take the meaning given to it in clause 6.2.
Service and Maintenance Agreement: means the agreement entered into between the Hirer and ACME where positively indicated in the Particulars and in accordance with which ACME shall provide service and maintenance services for the Equipment.
Special Requirements: means the materials, facilities, access and working conditions specified in the Particulars.
Subsequent Hire Period: shall take the meaning given to it in clause 2.3.
Total Loss: due to the Hirer’s default the Equipment is, in ACME’s reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated.
VAT: value added tax chargeable under the Value Added Tax Act 1994.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Contract.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns. 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, words in the singular shall include the plural and vice versa and 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. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.6 A reference to writing or written includes 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 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. The Particulars and Commencement of the Contract
2.1 The proposal for the Fees as set out in the Particulars shall remain valid and capable of acceptance by the Hirer for a period of 28 days from the Particulars Date (Acceptance Period).
2.2 Where the Hirer signifies its acceptance of the Particulars on a date following the expiration of the Acceptance Period, this shall not have the effect of forming the Contract and instead shall be construed as an offer by the Hirer capable of acceptance by ACME. In this case, the Contract shall only be formed in the event that ACME signifies its acceptance in writing or otherwise by conduct commensurate with its performance of its obligations set out within these Terms.
2.3 The Contract shall come into force on either:
2.3.1 the date set out in the Particulars and designated as such; or
2.3.2 if later, the date on which ACME signifies its acceptance in accordance with clause 2.2 above,
(Commencement Date) and thereafter remain in force for the Minimum Hire Period.
2.4 The Contract shall automatically renew for consecutive periods of 12 months (Subsequent Hire Period) unless either party serves no less than 2 months’ written notice to the other party prior to but to expire no earlier than the end of the Minimum Hire Period or any Subsequent Hire Period, as the case may be.
3. Equipment Hire
3.1 ACME shall hire the Equipment to the Hirer for use exclusively at the Equipment Location subject to these Terms.
3.2 ACME shall not, other than in the exercise of its rights under this Contract or applicable law, interfere with the Hirer’s quiet possession of the Equipment.
4. Fees and Payment – THE HIRER’S SPECIFIC ATTENTION IS DRAWN TO THIS CLAUSE
4.1 The Hirer shall pay the Fees to ACME in accordance with the Payment Schedule and in full. The Fees shall be paid in pounds sterling without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
4.2 The Hirer agrees and acknowledges that in entering into the Contract, it hereby expressly authorised ACME to carry out any credit checks and obtain any trade and bank references that it deems necessary on the Hirer and any of its group companies (where applicable) for the purposes of determining the Hirer’s creditworthiness. The Hirer shall provide any identification documentation to ACME as soon as reasonably practicable following a request for the same.
4.3 Where and to the extent that any of the Fees are specified as being payable via direct debit, such payments shall be taken from the Designated Account. Any changes to the details of the Designated Account must be notified in writing by the Hirer to ACME immediately and in any event more than 10 Business Days prior to a date on which ACME shall seek to make a collection from the Designated Account thus giving it the opportunity to issue a new direct debit mandate. In the event that ACME makes a failed attempt to collect a payment from the Hirer via direct debit as a result of the Hirer having insufficient funds in the Designated Account then the Hirer shall pay to ACME a sum equivalent to the Administration Fee within 10 Business Days of demand for the same.
4.4 The Fees are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Hirer at the rate and in the manner from time to time prescribed by law.
4.5 ACME may at any time and without notice to the Hirer, set off any monies held on behalf of the Hirer (including but not limited to any deposit or advance payment made by the Hirer) or liability of ACME against any liability of the Hirer, whether either liability is present or future, liquidated or unliquidated, and whether the Hirer’s liability arises or has arisen under this Contract or an Agreement. Any exercise by ACME of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Contract, an Agreement or otherwise.
4.6 If the Hirer fails to make any payment due to ACME under this Contract by the due date for payment, then, without limiting ACME’s remedies under clause 11, the Hirer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Hirer shall pay the interest together with the overdue amount.
4.7 Any Fees paid in advance by the Hirer including any which are designated as a deposit within the Particulars may be taken by ACME as a deposit against default by the Hirer of payment of any Fees or any Loss caused to the Equipment or suffered by ACME arising out of or in connection with this Contract or an Agreement. In the event that ACME applies any Fees in accordance with this clause (Applied Fees) then it may require the Hirer to pay to ACME an additional sum equivalent to the Applied Fees within 10 Business Days of a demand for the same.
5. Delivery of the Equipment
5.1 Delivery of the Equipment shall be made by ACME and may be charged for additionally as set out within the Particulars. ACME shall use reasonable endeavours to effect Delivery by the date and time agreed between the parties. Unloading of the Equipment at the Equipment Location shall be carried out at the risk of the Hirer.
5.2 The Hirer shall procure that a duly authorised representative of the Hirer shall be present at the Delivery of the Equipment. Acceptance of Delivery by such representative shall constitute conclusive evidence that the Hirer 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. If required by ACME, the Hirer’s duly authorised representative shall sign a receipt confirming such acceptance.
5.3 In the event that ACME is required to install the Equipment at the Equipment Location then this shall be carried out in accordance with the Installation Schedule.
5.4 In the event that ACME is required to provide service and maintenance services to the Hirer in respect of the Equipment then these services shall be carried out in accordance with the Service and Maintenance Agreement.
5.5 To facilitate Delivery, the Hirer shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable Delivery to be carried out safely and expeditiously including the Special Requirements.
6. Title, Risk and Insurance – THE HIRER’S SPECIFIC ATTENTION IS DRAWN TO THIS CLAUSE
6.1 The Equipment shall at all times remain the property of ACME, and the Hirer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to these Terms) except where the Hirer purchases the Equipment pursuant to the Purchase Option in clause 8.
6.2 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Hirer on Delivery. The Equipment shall remain at the sole risk of the Hirer during the Hire Period and any further term during which the Equipment is in the possession, custody or control of the Hirer (Risk Period) until such time as the Equipment is redelivered to ACME. During the Hire Period and the Risk Period, the Hirer shall, at its own expense, obtain and maintain the following insurances with a reputable insurance company:
6.2.1 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 ACME may from time to time nominate in writing;
6.2.2 insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as ACME 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
6.2.3 insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as ACME may from time to time consider reasonably necessary and advise to the Hirer.
6.3 All insurance policies procured by the Hirer shall be endorsed to provide ACME 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 ACME’s request name ACME on the policies as a loss payee in relation to any claim relating to the Equipment. The Hirer shall be responsible for paying any deductibles due on any claims under such insurance policies.
6.4 The Hirer shall give immediate written notice to ACME in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Hirer’s possession or use of the Equipment.
6.5 If the Hirer fails to effect or maintain any of the insurances required under this Contract, ACME 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 Hirer.
6.6 The Hirer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to ACME and proof of premium payment to ACME to confirm the insurance arrangements.
7. The Hirer’s Responsibilities – THE HIRER’S SPECIFIC ATTENTION IS DRAWN TO THIS CLAUSE
7.1 The Hirer agrees and acknowledges that it shall be required:
7.1.1 to remove any removable items from the areas of the Equipment Location in which ACME requires access in order to perform its obligations under this Contract (if any);
7.1.2 to obtain and upon request provide ACME with evidence of all necessary consents, permissions, approvals and licenses to enable it to perform its obligations under this Contract;
7.1.3 to comply as soon as reasonable practicable with all such other of AMCE’s requests from time to time.
7.2 The Hirer warrants that it shall not conceal anything from ACME and that all information, measurements, facts and documentation provided by it to AMCE are accurate and true and the Hirer agrees that ACME shall not be liable in any way for any Loss caused by ACME’s reliance on such information, measurements, facts and documentation or where the Hirer has been found to have concealed anything from ACME.
7.3 The Hirer shall during the term of this Contract:
7.3.1 ensure that the Equipment is kept and operated in a suitable environment, which shall as a minimum meet any requirements specified by ACME to the Hirer or as detailed in any handbooks, manuals or operating instructions and that the Equipment is used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions;
7.3.2 take such steps (including compliance with all safety and usage instructions provided by ACME) 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;
7.3.3 make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment without the prior written consent of ACME and for the avoidance of doubt, title and property in all substitutions, replacements, renewals made in or to the Equipment shall vest in ACME immediately upon installation;
7.3.4 keep ACME fully informed of all material matters relating to the Equipment;
7.3.5 keep the Equipment at all times at the Equipment Location and shall not move or attempt to move any part of the Equipment to any other location without ACME’s prior written consent, which consent may be subject to further conditions;
7.3.6 permit ACME or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter upon the Equipment Location or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;
7.3.7 maintain operating and maintenance records of the Equipment and make copies of such records readily available to ACME, together with such additional information as ACME may reasonably require;
7.3.8 not, without the prior written consent of ACME, 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;
7.3.9 not without the prior written consent of ACME, 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 Hirer shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify ACME against all losses, costs or expenses incurred as a result of such affixation or removal;
7.3.10 not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of ACME in the Equipment and, where the Equipment has become affixed to any land or building, the Hirer must take all necessary steps to ensure that ACME may enter such land or building and recover the Equipment both during the term of this Contract 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 ACME of any rights such person may have or acquire in the Equipment and a right for ACME to enter onto such land or building to remove the Equipment;
7.3.11 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 Hirer shall notify ACME and the Hirer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify ACME on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
7.3.12 not use the Equipment for any unlawful purpose;
7.3.13 ensure that at all times the Equipment remains identifiable as being ACME’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;
7.3.14 deliver up the Equipment at the end of the Hire Period or on earlier termination of this Contract at such address as ACME requires, or if necessary allow ACME or its representatives access to the Equipment Location or any premises where the Equipment is located for the purpose of removing the Equipment; and
7.3.15 not do or permit to be done anything which could invalidate the insurances referred to in clause 6.
7.4 The Hirer acknowledges that ACME 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 Hirer or its officers, employees, agents and contractors, and the Hirer undertakes to indemnify ACME on demand against the same, and against all Loss of whatever nature otherwise arising out of or in connection with any failure by the Hirer to comply with the terms of this Contract.
8. Purchase Option
8.1 The Hirer shall, subject to clause 8.2, have the option, exercisable by not less than 20 Business Days’ written notice to ACME, to purchase the Equipment on the last Business Day of the Hire Period at the Purchase Option Price.
8.2 The Purchase Option may be exercised only if all amounts due to ACME under this Contract up to the date of exercise of the Purchase Option have been paid in full by the Hirer.
8.3 Upon completion of the purchase of the Equipment under this clause 8, such title to the Equipment as ACME had on the Commencement Date shall transfer to the Hirer. The Equipment shall transfer to the Hirer in the condition and at the location in which it is found on the date of transfer.
9. Warranty
9.1 ACME warrants that the Equipment shall substantially conform to its specification (as made available by ACME), be of satisfactory quality and fit for any purpose held out by ACME. ACME shall use reasonable endeavours to remedy, free of charge, any material defect in the Equipment which manifests itself within 6 months from Delivery, provided that:
9.1.1 the Hirer notifies ACME of any defect in writing within 1 Business Day of the defect occurring;
9.1.2 ACME is permitted to make a full examination of the alleged defect;
9.1.3 the defect did not in ACME reasonable opinion materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than ACME’s authorised personnel;
9.1.4 the defect did not arise out of any information, design or any other assistance supplied or furnished by the Hirer or on its behalf; and
9.1.5 the defect is directly attributable to defective material, workmanship or design.
10. Liability and Indemnity – THE HIRER’S SPECIFIC ATTENTION IS DRAWN TO THIS CLAUSE
10.1 Without prejudice to clause 10.2, ACME’s maximum aggregate liability for breach of this Contract (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the amount of Fees paid to it by the Hirer in the 12 months leading up to the breach and ACME shall not be liable under this Contract for any indirect, special or consequential Loss suffered or incurred by the Hirer whether arising in contract, tort (including negligence), misrepresentation or otherwise including any loss of profit, loss of revenue, loss of business, even if foreseeable.
10.2 Nothing in this Contract shall exclude or in any way limit:
10.2.1 either party’s liability for death or personal injury caused by its own negligence; or
10.2.2 either party’s liability for fraud or fraudulent misrepresentation.
10.3 This Contract sets forth the full extent of ACME’s obligations and liabilities in respect of the Equipment and its hiring and sale to the Hirer. 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 ACME except as specifically stated in this Contract. Any condition, warranty or other term concerning the Equipment which might otherwise be implied into or incorporated within this Contract, whether by statute, common law or otherwise, is expressly excluded.
10.4 The Hirer shall indemnify ACME, keep it indemnified and hold it harmless against any and all Loss suffered or incurred by AMCE whether arising out of or in connection with the Hirer’s breach or non-performance of this Contract, or otherwise in contract, tort (including negligence), misrepresentation or otherwise.
11. Termination
11.1 Without affecting any other right or remedy available to it, ACME may terminate this Contract with immediate effect by giving written notice to the Hirer if:
11.1.1 the Hirer fails to pay any amount due under this Contract or an Agreement on the due date for payment and remains in default not less than 5 Business Days after being notified in writing to make such payment;
11.1.2 the Hirer commits a material breach of any other term of this Contract or an Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 Business Days after being notified in writing to do so;
11.1.3 the Hirer repeatedly breaches any of the terms of this Contract or an Agreement 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 this Contract or an Agreement;
11.1.4 the Hirer 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 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply;
11.1.5 the Hirer 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 other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the Hirer with one or more other companies or the solvent reconstruction of the Hirer;
11.1.6 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 Hirer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Hirer with one or more other companies or the solvent reconstruction of the Hirer;
11.1.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Hirer (being a company);
11.1.8 the holder of a qualifying floating charge over the assets of the Hirer (being a company) has become entitled to appoint or has appointed an administrative receiver;
11.1.9 a person becomes entitled to appoint a receiver over the assets of the Hirer or a receiver is appointed over the assets of the Hirer;
11.1.10 the Hirer (being an individual) is the subject of a bankruptcy petition or order;
11.1.11 a creditor or encumbrancer of the Hirer 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 Hirer’s assets and such attachment or process is not discharged within 10 Business Days;
11.1.12 any event occurs, or proceeding is taken, with respect to the Hirer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1.4 to clause 11.1.11 (inclusive);
11.1.13 the Hirer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
11.1.14 the Hirer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
11.2 For the purposes of clause 11.1.2, 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 ACME would otherwise derive from:
11.2.1 a substantial portion of this Contract; or
11.2.2 any of the obligations set out in clause 7,
over the term of this Contract or an Agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
11.3 This Contract shall automatically terminate if a Total Loss occurs in relation to the Equipment.
12. Consequences of Termination – THE HIRER’S SPECIFIC ATTENTION IS DRAWN TO THIS CLAUSE
12.1 Upon termination of this Contract, however caused:
12.1.1 ACME’s consent to the Hirer’s possession of the Equipment shall terminate and ACME may, by its authorised representatives, without notice and at the Hirer’s expense, retake possession of the Equipment and for this purpose may without obstruction enter the Equipment Location or any other premises at which the Equipment is located; and
12.1.2 without prejudice to any other rights or remedies of the Hirer, the Hirer shall pay to ACME on demand:
12.1.2.1 all Fees and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 4.5;
12.1.2.2 a sum equal to the whole of the Fees that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the Hire Period less 5% to take into account accelerated payment;
12.1.2.3 any costs and expenses incurred by ACME in recovering the Equipment and/or in collecting any sums due under this Contract (including any storage, insurance, repair, transport, legal and remarketing costs) and in returning the Equipment back to the conditions which it was in as at the Commencement Date (save for any fear wear and tear).
12.2 The sums payable pursuant to clause 12.1 shall be agreed compensation for ACME’s loss and shall be payable in addition to any other sums payable pursuant to this clause 12.
12.3 Termination or expiry of this 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 the Contract which existed at or before the date of termination or expiry.
13. Intellectual Property
13.1 The copyright, design right and all other intellectual property rights in the Equipment and any materials and other documents or items prepared or produced for the Hirer by or on behalf of ACME arising out of or in connection with this Contract shall belong to ACME absolutely and any such materials, documents or items shall be or remain the sole property of ACME.
13.2 The Hirer shall be entitled to use as a licensee any such materials, documents or other items as are referred to in clause 11.1 above in connection with the Equipment but shall not be entitled to copy any such items or use them for any commercial purpose unless agreed otherwise in writing between the parties.
14. Confidential Information
14.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 13.2.
14.2 Each party may disclose the other party’s confidential information:
14.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 13; and
14.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Contract.
15. Notices
15.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:
15.1.1 delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
15.1.2 sent by email to the relevant address specified within the Particulars.
15.2 Any notice or communication shall be deemed to have been received:
15.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
15.2.2 if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
15.2.3 if sent by email, at 9.00 am on the next Business Day after transmission.
15.3 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.
16. Force Majeure
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this Contract by giving 5 Business Days’ written notice to the affected party.
17. Data Protection
Each party hereby agrees that it shall comply with the provisions of the Data Protection Act 1998 (DPA) in all respects when processing personal data under and in accordance with this Contract and that where and to the extent that any personal data is provided to ACME by the Hirer, the Hirer shall remain the data controller for the purposes of the DPA.
18. Assignment and Other Dealings
This Contract is personal to the Hirer and it shall not without the prior written consent of ACME assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract. ACME may without the prior written consent of the Hirer assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract.
19. Entire Agreement
19.1 This 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.
19.2 Each party acknowledges that in entering into this Contract 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 this Contract.
19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
20. Variation
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
21. No Partnership or Agency
Nothing in this Contract 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. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
22. Further Assurance
At its own expense, 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 this Contract.
23. Third Party Rights
No one other than a party to this Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.
24. Waiver
No failure or delay by a party to exercise any right or remedy provided under this Contract 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 this Contract, the rights and remedies provided under this Contract 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 this Contract 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 this Contract.
26.2 If any provision or part-provision of this Contract 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.
27. Governing Law and Jurisdiction
27.1 This Contract 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.
27.2 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 Contract or its subject matter or formation (including non-contractual disputes or claims).

Installation Schedule
1. For the purposes of this Installation Schedule, the following definitions shall apply:
Installation Date: means the date on which ACME shall use reasonable endeavours to install (or commence with the installation of) the Equipment as set out in the Particulars.
Installers: means the ACME employees, subcontractors, agents, consultants or other personnel installing the Equipment for and on behalf of ACME.
Substances: means any and all substances which could reasonably be deemed to be hazardous, noxious, poisonous or otherwise dangerous.
2. ACME shall install the Equipment at the Equipment Location and use reasonable endeavours to carry out such installation on the Installation Date. For the avoidance of doubt time for carrying out the installation is not the essence and in the event that ACME is unable to meet the Installation Date, it shall use reasonable endeavours to arrange installation for the nearest subsequent date.
3. The Hirer shall procure that a duly authorised representative of the Hirer shall be present at the installation of the Equipment. Acceptance by such representative of installation shall constitute conclusive evidence that the Hirer 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. If required by ACME, the Hirer’s duly authorised representative shall sign a receipt confirming such acceptance.
4. To facilitate installation, the Hirer shall at its sole expense comply with any and all Special Requirements to enable installation to be carried out safely and expeditiously.
5. The Hirer agrees and acknowledges that it shall be required:
5.1 to remove any removable items from the areas of the Equipment Location in which ACME requires access in order to perform its obligations under this Contract (if any);
5.2 to obtain and upon request provide ACME with evidence of all necessary consents, permissions, approvals and licenses to enable it to perform its obligations under this Contract;
5.3 to comply as soon as reasonable practicable with all such other of AMCE’s requests from time to time.
6. The Hirer warrants that it shall not conceal anything from ACME and that all information, measurements, facts and documentation provided by it to AMCE are accurate and true and the Hirer agrees that ACME shall not be liable in any way for any Loss caused by ACME’s reliance on such information, measurements, facts and documentation or where the Hirer has been found to have concealed anything from ACME.
7. The Hirer shall be responsible for the Installers having unobstructed access to, egress from and movement around the Equipment Location and for the unloading of the Equipment at the Equipment Location. The Hirer is deemed to have knowledge of the Equipment Location and the Hirer warrants that the condition of the Equipment Location and in particular the exact point at which the Equipment is to be situated is suitable in every respect for the use of such Equipment.
8. The Hirer warrants, represents and undertakes that the Equipment Location is free from any Substances including but not limited to asbestos and that the Installers shall not come into contact with any Substances in performing its obligations in accordance with this Contract.
9. If, in the opinion of the Installers, the Equipment Location (including any private access road or track) is unsuitable for the Equipment to work or be installed or disassembled on or be transported over the Hirer shall supply equivalent support and/or make all requisite changes including the removal of any Substances to ensure suitability.
10. The Hirer shall take such steps (including compliance with all safety and usage instructions provided by ACME) as may be necessary to ensure, so far as is reasonably practicable, that the Installers are at all times safe and without risk to health when at the Equipment Location.
11. ACME reserves the right at its absolute discretion and without liability to the Hirer to suspend the performance of its obligations under this Contract including for the avoidance of doubt the installation as a result of the presence of any Substances at the Equipment Location, such suspension being without prejudice to the Hirer’s obligations.
12. Any support supplied by the Installers is provided solely to assist the Hirer to comply with its duties within this Installation Schedule and expressly not to relieve any legal, regulatory or contractual obligations.
13. The Hirer is responsible for the protection of, and liable for any damage to, any underground, surface or above ground services and utilities including, but not limited to Substances, cables, ducts, water pipes and gas lines, and any pavements, bridges, tunnels and roadways on or adjacent to the Equipment Location and the Hirer shall liaise as necessary and comply with all requirements of the relevant statutory authority or similar body.