TERMS & CONDITIONS
FOR HIRE AND PROVISION OF SERVICES

G6 Motion Control Ltd

These terms and conditions apply (in addition to any Quotation, estimate, confirmation or disclaimer document) in relation to any hire of Equipment and provision of Services by the Company to any Customer.

1. INTERPRETATION AND CONSTRUCTION

Definitions

1.1 In these Conditions, the following definitions shall apply:
“Charge(s)” means the applicable fees and costs of the Company to be charged by the Company to the Customer for:

  • (a) the hire of Equipment by the Customer from the Company;

  • (b) the provision of Services to the Customer by the Company; and /or

  • (c) any additional sums due pursuant to Condition 7 or as otherwise due from the Customer to the Company under the terms of any Contract.

“Company” means G6 Motion Control Limited (Company Number 11730550) (trading as G6 MoCo) of Studio 6 / RED 6 The Sharp Project, Thorp rd, Manchester, M40 5BJ.

“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with Condition 16.1. 

“Contract” means any contract or agreement between the Company and the Customer for the hire of Equipment, the purchase Services which shall incorporate these Conditions and any other separate documentation including Quotations, emails, waivers, disclaimers or indemnity documentation that is expressed to be incorporated with and to form part of the Contract between the Company and the Customer. 

“Customer” means the person or firm named in a Contract or Invoice document as the person either hiring the Equipment or purchasing Services from the Company. 

“Due Date” has the meaning set out at Condition 8.

“Equipment” means all articles and materials taken on hire from the Company by the Customer in the course of its business under the Contract. 

“Film” has the meaning set out at Condition 3.15.

“Goods” means any goods to be supplied to the Customer by the Company (including any part or parts of them) under the Contract. 

“Hire Period” means the period commencing on the day the hire of Equipment is either agreed in a booking or a Quotation to be the start of the period of hire of such Equipment, or, if earlier, the date when the hired Equipment leaves the Company’s premises, or such other date as agreed; and terminating at the end of such agreed hire period or when terminated in accordance with any of the Conditions. 

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

“Large Rigs” means large, camera motion control rigs currently known by the names of Raptor and Stealth and including future successors or developments of these rigs.


“Premises” means the Company’s premises at Studio 6, The Sharp Project, M40 5BJ, United Kingdom.

“Quotation” means a written quotation or email from the Company addressed to the Customer setting out (as applicable) the proposed Charges, the description of the hire of the Equipment and the Hire Period concerned and/or the description of the Goods or the Services concerned (including any amendment to these Conditions), all of which shall lapse 30 days from the date of such Quotation unless accepted in their entirety and unequivocally by the Customer before the expiry of such 30 day period either in writing or verbally, in which event the Company’s record of such verbal agreement or call shall be deemed conclusive (and such acceptance shall include the commencement of any applicable Hire Period unless otherwise agreed between the parties).

“Services” means the services (if any) to be provided by the Company to the Customer (including the installation, delivery, collection and maintenance of the Equipment and the provision of personnel, production services (including Technician(s) and/or as otherwise set out in writing by the Company). 

“Technician” means a technician/operator, either self-employed or a Company employee, that is arranged (at the request of the Customer or as a required condition of the hire of Equipment by the Company) to set-up, work with and dismantle the Equipment with and for the Customer. 

“Traditional Motion Control” means each of the following areas of motion control technology:

  • (a) TV or online commercials, meaning moving images created for the purpose of advertising a product and presented for short periods (typically between 15 to 120 seconds) through cinema, TV or on-line distribution channels;

  • (b) TV dramas, typically meaning work that has been commissioned by a production company (for example, periodical entertainment shows or series commissioned by networks for public broadcast);

  • (c) feature films, typically meaning work commissioned by film studios;

  • (d) music videos; and

  • (e) capturing images used for motion entertainment purpose.

Construction

1.2 In these Conditions, the following rules apply:

  • (a) A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

  • (b) A reference to a party includes its personal representatives, successors or permitted assigns.

  • (c) Any reference in these Conditions to a statute or statutory provision (such as the Sale of Goods Act 1979) is a reference to the statute or provision (including any subordinate legislation made under that statute) as amended or re-enacted.

  • (d) (Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

  • (e) A reference to “writing” or “written” includes faxes and e-mails.

2. APPLICATION OF CONDITIONS

2.1 All Contracts between the Customer and the Company will incorporate these Conditions and any other documentation expressed to be incorporated into the Contract, to the exclusion of any other terms and conditions (including any terms or conditions which the Customer purports or attempts to apply under any purchase order, confirmation of order, specification or other document) or any term implied by law, (so far as is possible), custom or course of dealing. 

2.2 In the event of any conflict or inconsistency between these Conditions and any Quotation or other document that is expressed in its body to form part of the Contract, then such Quotation or other document shall take precedence over these Conditions.  

3. HIRE OF EQUIPMENT CONDITIONS 

3.1 The provisions of this Condition 3 shall apply to any and all Contracts between Customer and the Company for the hire/rental of Equipment and other than as specifically set out below shall not apply to any Contracts between Customer and the Company for the provision of Services. 

3.2 The Company will accept hire/rental bookings for the hire of Equipment agreed verbally, including by telephone, or in writing (in which event the Company’s record of such verbal agreement or call shall be deemed conclusive). Every such hire/rental booking however made shall be subject to these Conditions. Unless otherwise agreed by the Company, cancellation of booked or reserved Equipment within 72 hours from the start of the Hire Period or when arranged work has been started, will incur a cancellation charge of 100% of the Charges for the Equipment hire concerned, an amount the parties agree is a genuine pre-estimate of loss arising from the hire not proceeding as planned. 

3.3 Delivery of  Equipment to the Customer will incur standard delivery costs as amended from time to time and such delivery will be a provision of Services and the cost thereof part of the Charges. The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on start of the hire period. The Equipment shall remain at the sole risk of the Customer during the Hire Period and any further term during which the Equipment is in the possession, custody or control of the Customer until such time as the Equipment is returned to the Company.

3.4 The Charges for the hire of Equipment shall commence on the day that is the start of the Hire Period, irrespective as to whether the Equipment leaves the Premises. The Hire Period terminates on the date specified in the Contract or when terminated under any of these Conditions, subject to Condition 3.5. 

3.5 In the event that the Equipment is not returned to the Company at the end of the Hire Period, or is lost, damaged or destroyed (or made unrepairable) or is not returned to the Company in the same condition as it was at the start of the Hire Period (allowing for fair wear and tear), then the Hire Period shall be deemed to continue in respect of which the Charges shall continue to be payable and shall not terminate on the return of the Equipment but shall, as shall be notified by the Company to the Customer, either i) continue until such time as the Equipment is recovered and returned to the Company, or ii) continue, if it is damaged, until it is repaired and available for re-hire by the Company, entirely at the Customer’s expense, to the same condition it was in at the start of the Hire Period, or iii) continue, if it is destroyed or unrepairable, until such time as it is replaced by the Customer with an equivalent item or the full replacement cost thereof is paid to the Company. Any such additional hire Charges for lost, damaged or destroyed Equipment shall not exceed an amount equal to thirteen weeks hire of that Equipment but this shall not affect the Customer’s obligation to pay for the repair or replacement. 

3.6 For the avoidance of doubt, title in and to the hired Equipment shall remain at all times with the Company , notwithstanding that the Customer shall be fully liable to the Company for any theft, loss, damage or destruction howsoever caused to the Equipment. 

3.7 From the time the Equipment leaves the Company’s (or as the case may be a third party’s) premises and during the Hire Period or until the Equipment is returned to the Company, the Customer (subject to the other provisions of this Contract) shall indemnify the Company from and against all loss, theft, damage or destruction of the Equipment during such period from whatever cause the same may arise (fair wear and tear excepted) and shall ensure that a policy of insurance is effected covering the Equipment against all usual perils in accordance with Condition 10. 

3.8 If the Equipment becomes defective during the Hire Period through no fault of the Customer, the Company may, at its discretion, having received notice of such defect from the Customer or the Company’s operator, either replace the Equipment or repair any defective part therein. Alternatively, the Company may, at its discretion, pay for the reasonable cost of the repair or, the replacement of the Equipment by a dealer approved by the Company for that purpose and on terms acceptable to the Company. 

3.9 The Customer will at all times during the Hire Period:

  • (a) keep the Equipment in its possession and under its control and not purport to sell, loan, assign, pledge or permit any lien to be created over it or any part of it;

  • (b) ensure that the Equipment is used in a skilful and proper manner and in accordance with any operating instructions and ensure that the Equipment is operated and used by properly skilled and trained personnel;

  • (c) ensure that the Equipment is used in compliance with all relevant legislation and/or regulations, including but not limited to the Factories Act 1961, the Health & Safety at Work Act 1974 etc., and with the benefit of all necessary permissions, licences or permits;

  • (d) not make alteration to the Equipment and not remove any existing component nor attempt or make any repair or modification to the Equipment nor remove any sign or marking from the Equipment;

  • (e) not hold or use the Equipment (nor permit others to do so) in a manner which will or may cause any provision of the insurance policies referred to in Condition 10 to be invalidated;

  • (f) take proper care of the Equipment and ensure that it is safely, suitably and properly stored in a suitable environment; and

  • (g) inform in writing any person to whom a debenture or charge over any part of the Customer’s assets is to be granted that the Equipment is not the property of the Customer.

3.10 The Customer will not, without prior consent of the Company in writing, which consent may be withheld at the Company’s absolute discretion, allow the Equipment to be used in any abnormal or hazardous assignment. 

3.11 Any employee or agent (including a Technician) of the Company that visits premises not occupied by the Company at the request of the Customer or sets up, uses, demonstrates or dismantles any of the Equipment is, at all times, under the supervision of the Customer and the Customer will owe a duty of care to all persons in relation thereto. The Customer shall ensure that there is a safe working environment in such circumstances and that all statutory and other obligations of all kinds are adhered to, and that any such employee or agent of the Company is treated in the same manner as an employee of the Customer (if applicable) in this regard. 

3.12 Where the Company arranges for a person (including a Technician) to provide any Services to the Customer, notwithstanding that they may be agents of the Company, such persons performing the Services will be doing so for the benefit of and under the instructions, direction and control of the Customer. Accordingly, it is deemed reasonable that the Customer owes a duty of care to such person and shall be solely responsible and liable for any instruction, guidance and/or advice given by the Customer to any such person and for any damage which occurs as a result of such persons following the Customer’s instructions, guidance and/or advice. The Customer shall ensure that such persons are treated in the same manner as an employee of the Customer (if applicable) in this regard.

3.13 The Company has a right to insist only those persons who have received Company training or specific supplied Technicians operate, move, or service any Equipment supplied by the Company for hire. 

3.14 Notwithstanding and without prejudice to the above Conditions, any Company supplied Technicians or persons performing a Service are within their right to take any decision and action they deem necessary to ensure a safe operation of the Equipment and prevent any damage to the Equipment, related film or location equipment and sets or other persons. 

3.15 As a condition of the hire of Equipment, the Customer hereby agrees that if any part of any filmed project is photographed primarily using the Company’s Equipment (“Film”), then the Customer shall ensure that the Company is fully credited in all media in which such Film is distributed, exhibited or otherwise exploited, including without limitation, negative film stock and all forms of digital media. 

3.16 The Customer shall use its reasonable efforts to ensure that all third party distributor(s) of the Film comply with the Customer’s obligation to give the Company credit by Condition 3.15. If the Film is produced for television, the Customer shall be relieved of the said credit obligation if the Film does not accord any technical credits. If any such technical credits are given (in all media including but not limited to television or movies) and the Company’s Equipment is used in tandem with the Technician providing Services, the Customer will ensure that the Company will be given full credit for supplying such Technician and Equipment accordingly. 

3.17 To the extent that any Equipment hired in accordance with the Contract incorporates any proprietary software (“Software”), the Customer shall be granted a limited, non-transferable, non-exclusive royalty-free licence to use such Software to the extent strictly necessary to use the Equipment in accordance with the terms of the Contract for the Hire Period only. The Customer acknowledges that all Intellectual Property Rights in the Software belong and shall belong to the Company and the Customer shall have no rights in or to the Software other than the right to use it in accordance with these Conditions. The Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part.

4. PROVISION OF SERVICES

4.1 The provisions of this Condition 4 shall apply to any Contract between the Company and the Customer for the provision of Services by the Company and shall not apply to any Contracts between Customer and the Company for the hire/rental of Equipment or sale of Goods. 

4.2 The Company shall use all reasonable endeavours to meet any performance dates for the Services specified by the Company, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. 

4.3 The Services shall be provided as are described in the Contract and not beyond such scope thereof. 

4.4 The Company shall have the right to make any changes to the Services which it considers reasonably necessary in order 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 Customer thereof in any such event. 

4.5 The Company warrants to the Customer that the Services will be provided using reasonable care and skill. 

4.6 If any agent or employee of the Company (including but not limited to a Technician) provides any Services at premises other than that of the Company he or she does so under the direction and supervision of the Customer and the Company will not be liable for any loss or damage occasioned by such servant or agent of the Customer or any third party howsoever such loss or damage has been caused. 

4.7 The Company will accept bookings for the provision of services agreed verbally, including by telephone, or in writing (in which event the Company’s record of such verbal agreement or call shall be deemed conclusive). Every such booking fopr provision of services however made shall be subject to these Conditions. Unless otherwise agreed by the Company, cancellation of booked or reserved Equipment within 72 hours from the start of the Hire Period or when arranged work has been started, will incur a cancellation charge of 100% of the Charges for the Equipment hire concerned, an amount the parties agree is a genuine pre-estimate of loss arising from the hire not proceeding as planned. 

5. GENERAL PROVISIONS APPLYING TO HIRE OF EQUIPMENT AND PROVISION OF SERVICES

5.1 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent as is permitted by law, excluded from the Contract and no other warranties are given, and the Customer agrees that this is reasonable bearing in mind all the circumstances of the subject matter of the Contract. 

5.2 Subject to Condition 5.4 and without prejudice to any obligation the Company may have to repair or replace any Goods or Equipment supplied under the Contract, the total aggregate liability for the Company arising out of or in connection with the Contract (howsoever caused or arising) including for property damage shall not exceed:

  • (a) in the case where the subject matter of the Contract is the hire of Equipment, one half of the Charge for the Hire Period as described in the Quotation;

  • (b) in the case where the subject matter of the Contract is the provision of Services, the lesser of the total Charges paid or the Charges payable under the Contract as described in the Quotation.

5.3 Notwithstanding any other provision of the Contract, but subject to Condition 5.4, it is agreed that the Company, its officers, employees and agents shall not be liable to the Customer and its officers, employees and agents (including Company’s breach of the Contract, breach of statutory duty or negligence) for any indirect or consequential loss or damage howsoever caused which may arise from the use of any Equipment supplied, used, installed or erected by the Company or from any failure or defect in the Goods, or from any Services provided by the Company or a Technician providing those Services. 

5.4 Nothing in the Contract shall limit or exclude any party’s liability for fraud or for personal injury or death caused by negligence, or to the extent otherwise not permitted by law. 

5.5 The Customer will indemnify the Company and its employees on demand from and against all claims, demands, costs, actions, expenses (including professional advisors’ fees) or proceedings made against or sustained by them by any third party (to the extent caused through its own act or omission) arising out of or in connection with the Customer’s failure to comply with any of the provisions of the Contract. 

5.6 The Customer shall also indemnify the Company and its employees on demand in respect of all claims by any person whatsoever for any personal injury, death or damage to personal property caused by or in connection with or arising out of the storage, transit, loading, setting up, use or dismantling of the Equipment during the Hire Period by the Technician or anyone who is not a Company employee save for any matter arising directly as a result of the Company’s negligence or breach of Contract. 

6. PUBLICITY

6.1 The Company may use photo and video footage excerpts where the Equipment has been used in order to publicize and advertise their Services on its website, email newsletters, blogs, exhibitions and social media channels. 

7. PAYMENT

7.1 The Charges for the hire of Equipment and/or provision of Services shall be (as applicable):

  • (a) that set out in the Quotation or, failing that;

  • (b) that, set out in a confirmation of order by the Company;

  • (c) that referred to in Conditions 7.6 and 7.7; or

  • (d) as notified by the Company to the Customer.

7.2 Subject to Condition 7.3 below, payment of a non-refundable deposit by the Customer amounting to 50% of the total Charges relating to the hire of Equipment and/or provision of Services shall be made in advance of project commencement. All such Charges must be paid prior to delivery and no Equipment will be released, no Goods supplied and no Services provided until payment and of the 50% deposit has been received by the Company and the same has cleared in the Company’s bank account.

7.3  Payment of all remaining Charges by the Customer must be made within 30 days of the date of any invoice issued to the Customer by the Company (the “Due Date”). Such payment shall be made in full without deduction by way of set off, counterclaim or otherwise. The time for payment shall be of the essence. 

7.4 If the Customer fails to make payment on or before the Due Date then this shall constitute a material breach of the Contract and, without prejudice to any other right or remedy, the Company will be entitled to, as applicable:-

  • (a) charge and the Customer interest on the amount unpaid at a rate of 4% per annum over Barclays base rate from time to time or the rate specified in the Late Payment of Commercial Debt (Interest) Act 1998, as amended, whichever is the higher; and

  • (b) claim and be paid reasonable compensation for debt recovery costs as specified in the Late Payment of Commercial Debt Regulations 2002 (or any amendment thereof) on each invoice; and

  • (c) terminate the Contract for hire of Equipment or any Contract to provide further or remaining Services with the Customer; and

  • (d) withdraw any credit facilities even if previously granted such that all sums invoiced to the Company shall become immediately payable.

7.5 Any payment due to the Company in accordance with this Condition 7 shall not, in any circumstances, be dependent upon payment to the Customer from any third party. 

7.6 Overtime and out of hours rates for Technicians on feature films is based on prior written agreement between the Company and the Customer. Where no such prior agreement has been made the Company will charge the applicable rates as set out in the Advertising Producers Association (“APA”) recommended terms. The Company will be entitled to Charge for any Technicians working on commercials or any other productions at the rates described in the APA “Recommended Terms For Engaging Crew On The Production Of Commercials”. 

7.7 Where Technicians service hired or sold Equipment or respond to phone calls, emails, text messages and/or facsimiles from the Customer, then such matters will be charged by the Company to the Customer at the Company’s then standard servicing rates, as set by the Company’s servicing department from time to time.

7.8 All Charges invoiced to and payable by the Customer under the Contract are exclusive of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the hire of Equipment and/or provision of Services at the same time as payment is due for such matters. 

7.9 If there are any outstanding invoices which have not been cleared, G6 Motion Control LTD has the rights for footage to be removed and not granted permission to be uploaded on any online platforms, social media platforms & streaming channels. The third party will be liable for prosecution if these terms are broken. A legal associate representing G6 Moco has permission to contact regarding any issue that may arise.

8. DELIVERY & RISK RELATING TO HIRE AND SUPPLY OF EQUIPMENT AND GOODS

8.1 Any dates quoted for the delivery of the Equipment or the Goods are approximate only and the Company shall not be liable for any delay in delivery or provision howsoever caused and, as stated, time shall not be of the essence in relation to delivery. 

8.2 The Customer will inspect the Equipment and/or the Goods upon delivery and shall notify the Company within 3 working days after delivery in writing of any shortfall, missing items or defects capable of being ascertained on inspection. If the Customer does not notify the Company within such time period, it is agreed that it shall be conclusively presumed that the Goods and the Equipment are complete, comply with their description and, so far as it is able to be ascertained on inspection, in good working order. 

8.3 All Equipment and Goods shall, immediately upon leaving the Company’s (or as the case may be a third party’s) premises and thereafter, be the responsibility of and at the risk of the Customer. 

8.4 Unless otherwise agreed in writing by the Company, delivery of the Equipment and Goods shall take place at the Premises and the Customer will take delivery of the same within 5 days of the Company giving it notice that the Equipment and Goods are ready for delivery, after which delivery shall be deemed to have occurred. 

8.5 Where delivery to the Customer’s premises is effected by a third party, delivery for these purposes shall be deemed to have occurred when the Equipment and Goods leave the Premises or the premises of the third party supplier. 

9. SET UP AND FITNESS FOR PURPOSE

9.1 The Customer must satisfy itself that the Goods and/or Equipment are fit for the Customer’s purpose and the Company gives no warranty as to the fitness of the Goods and/or the Equipment for any particular purpose. 

9.2 The Company will make available to the Customer facilities at the Premises for the Customer to inspect the Goods and/or Equipment and to set up the Goods and/or Equipment for the Customer’s own use. The Customer relies entirely on its own skill and knowledge in relation to the use and set up of the Goods and/or Equipment. 

9.3 Any document(s), such as a ‘Release and Waiver of Liability Agreement’ executed by the Customer (or the Technician if they are providing some or all of the Services) in relation to the use and set up of the Goods and/or Equipment shall be incorporated into the Contract and may provide for responsibilities and duties of both the Customer and the Technician which shall apply. 

9.4 The Equipment and/or Goods are the responsibility of and are at the risk of the Customer during the inspection, set-up, use, testing or dismantling notwithstanding that such inspection, set-up, use, dismantling or testing is taking place on the Premises, and the Customer must insure the Goods and/or Equipment under its own policy of insurance when such inspection, set-up, use, dismantling or testing is taking place. 

9.5 Any assistance given by the Company, its employees or agents (including Technicians) at the Customer’s request and under the Customer’s direction during the inspection, set-up, use, dismantling or testing processes shall be under the supervision, instruction and control of the Customer and accordingly the Company shall not be responsible for any such assistance. 

9.6 Any advice or recommendations given by the Company, its employees or agents (including Technicians) to the Customer, its employees or agents as to the inspection, set-up, use, dismantling or testing of the Goods and/or Equipment which is not confirmed in writing by the Company is followed or acted upon entirely at the Customer’s own risk and accordingly the Company shall not be responsible for any such advice or recommendation which is not so confirmed. 

10. INSURANCE

10.1 The Customer shall effect and maintain the following insurances throughout the Hire Period:

  • (a) an “all risks ” insurance policy on all items of Equipment hired under the Contract for their full replacement value (including without limitation cover against loss, theft or damage to the Equipment) and the hire Charge;

  • (b) a third party liability insurance policy covering the liability of the Customer for death or personal injury, or for damage to or loss of property arising directly or indirectly out of the Customer’s use, control or possession of any Equipment hired under the Contract which shall note the Company as an additional insured thereon; and the Customer shall at the commencement of the Hire Period give notice to the insurer thereof of the Company’s interest in such policy.

10.2 The policies in respect of such insurances and evidence of payment of their premiums shall, when requested by the Company, be produced to the Company by the Customer for inspection and in any event shall be produced to the Company each year on the anniversary of the initial granting of any credit for purchase or of any Hire Period anniversary. The Customer will notify the Company of any change in relation to such policy. 

10.3 The Customer shall give written notice to the Company of any occurrence which will or may give rise to a claim being made on any insurance pursuant to this Condition 10 and such notice shall be given within twenty four hours of the occurrence being first known to the Customer or as soon as practicable. 

10.4 The Customer shall, at its own cost, assist the Company in securing the settlement of any claim and the payment to the Company of the value of such claim so far as it relates to the Equipment or to the liability of the Company to any third party. 

11. DATA PROTECTION

11.1 The parties agree and acknowledge that any personal data of the Customer collected by the Company shall only be used:

  • (a) to the extent necessary to perform the Company’s obligations under the Contract; and

  • (b) in accordance with the terms of the Company’s Privacy Policy.

12. CONFIDENTIALITY

12.1 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, except as permitted by Conditions 12.2 and 12.3.

12.2 Each party may disclose the other party’s confidential information:

  • (a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Condition 12; and

  • (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 The Company may disclose the Customer’s confidential information to other members of the group of companies to which it belongs for the purposes of carrying out its obligations under the Contract. 

12.4 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

13. TERMINATION & REPOSSESSION

13.1 Either party shall be entitled to immediately terminate the Contract on giving written notice to the other if:

  • (a) the other party commits any material breach of the Contract and, in the case of such a breach which is capable of remedy, fails to remedy the same within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied (for the avoidance of doubt any late payment or failure to pay by the Customer any Charges shall be a material breach); or

  • (b) that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or partnership) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction); or

  • (c) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of that other party; or

  • (d) the other party ceases, or threatens to cease, to carry on business.

13.2 The Company shall be entitled to terminate the Contract upon written notice to the Customer if, in the Company’s reasonable belief, the Customer has used any Equipment hired in accordance with these Conditions for any illegal purpose or has failed to comply with all applicable local laws and/or regulations in relation to the Contract (including without limitation any laws and/or regulations concerning the import or export of goods). 

13.3 On termination of the Contract for any reason the Customer shall pay to the Company all amounts then due and any other Charges that would have been payable under the Contract had it been fully performed by the Customer. 

 14. NOTICES

14.1 Any notice to be given in accordance with this Contract shall be deemed to be properly given if delivered by hand or sent by prepaid post or email or facsimile to the party concerned at the address or email address or facsimile number as set out on the Quotation or to such other address, email or facsimile number as may be communicated from time to time in writing from the recipient of the notice to the sender of the notice. Notices sent by prepaid post shall be deemed to have been received three working days after the date of posting. Notices delivered by hand shall be deemed to have been delivered upon receipt. Notices sent by email or facsimile shall be deemed to have been received if sent before 4pm on any working day on that day and if sent after 4pm on any working day on the first working day following the date of sending as the case may be and in both cases provided the sender has retained a successful transmission receipt. 

15. GOVERNING LAW AND JURISDICTION

15.1 This Contract shall be governed and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.

16. GENERAL

16.1 Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding and have effect when agreed in writing and signed by the Company.

16.2 The Contract is the entire agreement between the parties and supersedes any previous agreement in relation to its subject matter. The Customer acknowledges and agrees that in entering into this Contract it does not rely on and shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Contract or not) other than as expressly set out in or incorporated into the Contract and its only remedy for breach of this Contract shall be for breach of contract under the terms of this Contract. 

16.3 The Company shall not be liable for any delay in performing or any failure to perform any of its obligations under this Contract caused directly or indirectly by any event beyond its reasonable control. 

16.4 Neither party shall without the prior written consent of the other party assign, transfer, charge or deal in any other manner with this Contract or its rights under it or part of it, or purport to do any of the same, nor sub-contract any or all of its obligations under this Contract. 

16.5 If any part of the Contract becomes invalid, illegal or unenforceable it shall be severed from the Contract and the remainder of the Contract shall remain in full force and effect. 

16.6 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that act.