Please read these terms and conditions carefully before using Our Service.
1. The Agreement
a. If you sign this Agreement and we also sign the Agreement, we agree to buy the Equipment from the Supplier and allow you to hire it for the minimum period specified overleaf (the “Minimum Period”). The hiring will continue after the Minimum Period until three months notice of termination is given in writing by either of us, such notice to expire at the end of the Minimum Period or at the end of any three month period thereafter.
b. These terms and conditions and those on the front pages make up the whole agreement between us. No other terms will apply unless we have agreed to them in writing on or after the date of this Agreement. You agree to hire the Equipment from us for the purposes of your business.
2. Payments
a. You will pay the First Rental together with the Facility Fee (shown overleaf) to us on the date the Equipment is delivered to you. You must pay the Rentals to us according to the provisions detailed overleaf. On each anniversary of this Agreement we will charge you (and you will pay to us) an Annual Service Fee.
b. It is vital to and a condition of this Agreement, that you pay us each Rental in full on its due date for payment.
c. You must pay VAT on all Rentals and other sums due under this Agreement. If the VAT rate changes we can increase or reduce the Rentals and all other sums payable under this Agreement including VAT at the rate VAT increases or reduces.
d. You will pay all the Rentals and other sums due under this Agreement on the due dates without deduction, set-off or counterclaim for any reason. This is a condition of this Agreement. If you do not pay the Rentals or other sum payable under this Agreement on time this will mean you have committed a serious breach of this Agreement.
e. If you do not pay any Rental or other sum due under this Agreement on time you will pay interest on such sum at the rate of 2.5% per month from the date you should have paid it until the date we receive payment in full from you.
f. You must continue to pay the Rentals even if the Equipment cannot be used for any reason.
g. We are entitled to charge you for the costs and expenses we have to pay to enforce the terms of the Agreement. You must pay these charges when we demand them.
h. We will charge you £35 plus VAT for each letter that we have to send you in the event of late or non-payment of any sum due to us by you. You must also pay any expenses, costs and charges incurred in finding you, the Equipment, or taking the Equipment back, or for any visit we make to your premises to find out why you have not paid.
3. Your Obligations
You confirm that the information set out in the front pages of this Agreement is accurate and you will;
a. Inspect the Equipment when it is delivered to you and notify us immediately, in writing, of any defect. If you do not notify us of any defect within 48 hours from the time of delivery, then you shall be deemed to have accepted the Equipment and the Equipment shall be deemed to be complete, in good working order and condition, of satisfactory quality, and suitable for all your intended purposes;
b. Keep the Equipment at the location shown overleaf and not move it without our written permission;
c. Keep the Equipment at the location shown overleaf and not move it without our written permission;
d. Make sure that the Equipment is used properly according to the manufacturer’s operating instructions and that is safe. You will be responsible for any loss, damage, or injury (including death) to people or property which is caused by using the Equipment except death or personal injury to the extent that it results from our negligence or that of our employees in the course of their employment by us;
e. Let us inspect the Equipment at reasonable times during the period of this Agreement as long as we give you reasonable notice;
f. Be responsible for paying any licence fees, fines, duties, insurance premiums and other payments for the Equipment which are not imposed under this Agreement;
g. Not alter, improve or add anything to the Equipment without our written permission. If you do improve or add anything to the Equipment, then unless the Equipment can be reinstated to its original condition with no detrimental effect on its value, such improvements and/or additions will automatically become our property at no cost to us;
h. Not charge, sell, sub-let, give away or part with possession of the Equipment or do anything that would interfere with our interest in it or try to do so without our written permission;
i. Not transfer or assign any of your rights or obligations under this Agreement to anyone else or try to do so without our written permission;
j. You will be solely responsible for and indemnify us, our employees, agents and contractors at all times from and against:
- (i) loss, theft, destruction of or damage to the Equipment from whatever cause arising and whether or not such loss, theft, destruction or damage results from your negligence or that of your employees or agents; and
- (ii) all claims, demands, proceedings (civil or criminal), penalties, fines, liabilities, losses, damages, costs and expenses of whatsoever nature which may be brought against us or which we may suffer, incur or sustain in connection with our ownership of the Equipment or arising out of this Agreement.This indemnity will survive and remain in full force and effect should this Agreement be terminated.
k. Comply with all the terms of the insurance policy referred to in clause 7 and provide us with any assistance we may require to pursue any claim which we may have under the policy; and
l. Not fix or attach the Equipment to any land or building so that it becomes part of such land or building.
a. You and we recognise that there is a risk that any Equipment, in particular computer hardware and Software may not perform as expected and may not be satisfactory. We both also acknowledge that salespeople acting on behalf of suppliers may make representations about Equipment including computer hardware and Software that are difficult to evaluate until delivery and commissioning. When Equipment is financed, the risk of it not working satisfactorily or according to any representations may be assumed by you, by us, by the Supplier, by an intermediary or by an insurer. You and we both appreciate that the allocation of risk is a matter of agreement and you and we have decided that it shall be borne by you.
b. For that reason, you and we agree that there is no term in this Agreement by which we are responsible for the performance of the Equipment, whether generally or in relation to any particular purpose. We do not know if any representation was made to you about the Equipment, but if it was, you acknowledge that it was not made on our behalf and that you have not entered into this Agreement in reliance on it. You and we also agree that we have not assumed any duty of care towards you.
c. For the avoidance of doubt, you and we agree that no terms are to be implied into this Agreement.
d. If, contrary to clause 4(c), the law requires terms to be implied into this Agreement, you and we agree that apart from a liability for a breach of the implied term regarding good title, we are not liable for any breach of them, because if the risk of breach of any such terms had been allocated differently we would have charged a higher rental; because we are not in a position to evaluate and therefore insure against the risk of a breach, whilst you are in a better position to do so; and because you have chosen the Equipment and the Supplier.
e. In no event will our liability under this Agreement exceed the total of the Rentals paid by you at the time the liability arises.
f. In no event will we be liable to you in contract, tort or otherwise including any liability for negligence:-
- (i) for any loss of revenue, business, anticipated savings or profits or any loss of use or value; or
- (ii) for any indirect or consequential loss, however arising. “Anticipated savings” means any expense which you expect to avoid incurring or to incur in a lesser amount than would otherwise have been the case.
We do not authorise the Supplier, dealer or any person we do not employ to make any statements for us or commit us to any agreement or to make any amendment to this Agreement. Neither the Supplier nor any third party by or through whom this transaction was introduced, negotiated or conducted is our agent for any purpose and no liability will attach to us in respect of any statement, representation, warranty or guarantee made or given by any such person.
a.When a part of the Equipment consists of one or more computer disks, tapes or other media which are recorded computer programs in machine readable form (“Software”), either:(i) we will obtain from the Supplier a licence in relation to the Software and grant to you a sub-licence to use it (in place of any pre-existing licence); or(ii) the Supplier (or a third party) will grant you a licence to use the Software.
b. You undertake to comply with all the terms of the licence which will incorporate the Supplier’s standard terms and conditions for use of the Software, whether we grant it or the Supplier does.
c. You acknowledge that Software maintenance is not a condition of this Agreement and Rentals will continue to be payable even if the Supplier does not provide Software maintenance.
- (i) all risks of loss or damage for at least its full replacement value; and
- (ii) all claims for injury, loss or damage caused by the Equipment for such amount as we may approve from time to time.
b. You must arrange for our interest in the Equipment to be endorsed on the insurance policy as the owner of the Equipment and payee of any insurance proceeds and show us proof of the insurance if we ask for it. If you have to make an insurance claim in respect of the Equipment you must inform us immediately in writing. You must not agree the settlement of any claim without written permission from us. You must appoint us as your agent and authorise the insurer to pay any settlement of claims on the Equipment to us. You must hold any insurance monies which you receive in respect of the Equipment on trust for us.
c. If you fail to insure the Equipment or show us proof of it when we ask you, we may arrange insurance for you for the period of the Agreement. By signing this Agreement you appoint us as your agent to arrange for this insurance. You will pay us the full cost of the insurance and we will collect the insurance payments from you with your rental payments.
a. In calculating the Rentals payable under this Agreement we have assumed that during the period of this Agreement tax law or practice, the standard rate of corporation tax and the rate or availability of capital allowances will remain the same as applicable at the date of our acceptance. If during the period of this Agreement there are any changes to tax law or practice, the standard rate of corporation tax or the rate or availability of capital allowances which decrease our after tax rate of return we may, at our discretion, increase the Rentals to preserve our after tax return provided we give you seven days’ prior written notice of the change in Rentals.
b. If when you entered into this Agreement you agreed to pay by direct debit and if you change your method of payment to payment on receipt of invoice, we will increase the Rentals payable by 3% to cover the additional administration costs.
You may put an end to this Agreement at any time by giving us three months’ written notice that you wish to do so, and by paying us a sum calculated in accordance with the provisions of clause 11a immediately upon termination. On receipt of this sum by us this Agreement will be cancelled. Upon termination of this Agreement pursuant to this clause 9 you must return the Equipment as provided in clause 12.
a. If you (or any of your partners) or anyone who guaranteed the Agreement:
- (i) fail to pay any Rental or any other sum due under this Agreement or any other agreement with us within 3 days of our demanding payment or;
- (ii) do not keep to any of the terms of this Agreement or any other agreement with us after we have given not less than 10 days to remedy the breach, if we think that the breach is remediable; or
- (iii) make any statement, representation or warranty under or in relation to this Agreement or any other agreement with us which is or becomes materially incorrect; or
- (iv) are subject to a change in voting control in respect of yourself or any holding company which controls you or a material part of your assets is transferred to another party; or
- (v) are in material breach of any other agreement with us or are unable to meet your debts as they fall due; or
- (vi) enter into an arrangement with your creditors, are subject to insolvency proceedings or enter liquidation or have a receiver, administrative receiver or administrator appointed or any steps are taken by any person to appoint any of the aforesaid, or you stop trading; or
- (vii) being an individual have a petition for a bankruptcy order; for sequestration made against you; die; are subject to an order for the administration of your estate; become apparently insolvent; grant a trust deed for the benefit of your creditors or enter into any composition contract with your creditors;
- (viii) being a partnership, are dissolved or have a judicial factor appointed to you or any of your partners become subject to any of the events set out in paragraph (vii) above;
- (ix) there is a change in your ownership, control or financial position which we consider to be material; or
- (x) the Equipment is lost, stolen, destroyed or damaged beyond economic repair (in our opinion or that of the insurer), then in every such case an “event of default” will be deemed to have occurred.
b. On the occurrence of an event of default we may (after giving you any notice required by law) by notice in writing to you immediately or at any time afterwards end your right to hire the Equipment without affecting the duties and liabilities you had with us at the time. You will no longer have the right to use or keep the Equipment and you must return it to us in accordance with clause 12.
c. Our right to terminate the hiring will not be prejudiced by us accepting Rentals subsequent to the occurrence of an event of default.
a. If we end your right to hire the Equipment under clause 10 or if you settle the Agreement under clause 9 you must in addition to any amounts due hereunder, pay us by way of compensation an amount equal to the rest of the Rentals which you would (in the absence of any early termination) have paid over the full Minimum Period less a 3% yearly discount for each Rental from the due date for payment to the date of termination to reflect early receipt. In respect of most of the payment of such amount will be equal to the loss we have suffered and will not affect our rights to claim damages.
b. On the ending of the hiring under clause 10 and when the Equipment is re-delivered to us we will use reasonable endeavours to sell the Equipment and will apply the net sale proceeds (if any) excluding VAT and after deducting any selling costs against any sums which you owe us under this Agreement.
a. When this Agreement expires, or is terminated under clause 9 or clause 10, you must return the Equipment within fourteen days, and in Average Saleable Condition to an address nominated by us within the United Kingdom. If you do not, you must continue to pay Rentals on a pro rata basis until the Equipment is received and accepted by us. “Average Saleable Condition” means that all of the Equipment is immediately available for use by a third party, user or lessee, other than yourself, without the need for repair or refurbishment. All Equipment must be free of markings. You will pay us for any missing or defective parts or accessories. You will also pay us the cost of restoring any defective Equipment to an “Average Saleable Condition.”
b. The Equipment must be properly packed for shipment in accordance with the manufacturer’s recommendations and specifications, freight pre-paid and insured. If you fail to do so you will be liable for our costs incurred in recovering the Equipment and/or restoring it to good operating order.
c. In the event that we are unable to recover the Equipment, or that it is no longer in your possession, you will be liable to pay us on demand a sum equal to the estimated average fair market value of similar equipment of like age (as conclusively determined by us).
d. Where the Equipment consists of Software, you are under no obligation to return the medium on which it is stored, or training manuals to us, as they are given to you, not hired. This does not affect any arrangement you may have reached with the licensor of the Software.
e. You are responsible for data held on all equipment. You must ensure all data storage devices have been wiped in line with your own data protection policies and in accordance with the Software licensor’s terms. Although Technology Rentals Ltd carries out additional procedures to wipe data storage devices, we do not take responsibility for any data loss or leakage from data held on returned assets (confidential or otherwise).
