Terms

CAMERA & LIGHTING SERVICES LIMITED’S STANDARD HIRE CONDITIONS

Effective date: 1 July 2021.
(1) Camera & Lighting Services Limited, we are a company incorporated and registered in
England and Wales with company number 4981915 whose registered office is at 16
Albert Road, South Woodford, London E18 1LE (the Lessor);
Information about us and how to contact the Lessor:
(a) We operate the website www.cameraandlightingservices.co.uk;
(b) if you have any complaints, please contact the Lessor. You can contact the
Lessor by telephoning our customer service team at 07973425613 or by e-
mailing us at info@cameraandlightingservices.co.uk
(c) If you wish to contact us in writing, or if any clause in these Terms requires
you to give us notice in writing (for example, to cancel the contract for
services which We have started to provide), you can send this to us by e-mail,
by hand, or by pre-paid post to Camera & Lighting Services Limited Albert
Road, South Woodford, London E18 1LE. We will confirm receipt of this by
contacting you in writing. If we have to contact you or give you notice in
writing, We will do so by e-mail, by hand, or by pre-paid post to the address
you provide to us in the order.
and
(2) You are referred to as the Lessee in this agreement.


AGREED TERMS
1. Interpretation
1.1 The following definitions and rules of interpretation apply in this agreement.
Business Day: a day other than a Saturday, Sunday or public holiday
in England when banks in London are open for business.
Commencement
Date:
the date that the Lessee takes Delivery of the Equipment.
Delivery: the transfer of physical possession of the Equipment to the
Lessee at the Site.
Deposit: the deposit amount set out in the Quote.
Equipment: the items of equipment listed in the Quote, all substitutions,
replacements or renewals of such equipment and all related
accessories, manuals and instructions provided for it.
Payment
Schedule:
As set out in the Quote 1 which sets out the sums payable
under this agreement.
Quote A quotation for hire made from the Lessor to the Lessee
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Site: the Lessee’s nominated premises in the Quote
Rental Payments: the payments made by or on behalf of Lessee for hire of the
Equipment.
Rental Period: the period of hire as set out in the Quote
Total Loss: due to the Lessee’s default the Equipment is, in the Lessor’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
agreement.
1.3 The schedules form part of this agreement and shall have effect as if set out in full
in the body of this agreement and any reference to this agreement includes the
schedules.
1.4 A reference to writing or written includes fax but not e-mail.
2. Equipment hire
2.1 The Lessor shall hire the Equipment to the Lessee subject to the terms and
conditions of this agreement.
2.2 The Lessor shall not, other than in the exercise of its rights under this agreement or
applicable law, interfere with the Lessee’s quiet possession of the Equipment.
3. Rental Period
The Rental Period starts on the Commencement Date and shall continue for a
period of time as specified in the Quote.
4. Rental Payments and Deposit
4.1 The Lessee shall pay the Rental Payments to the Lessor in accordance with the
Payment Schedule.
4.2 The Rental Payments are exclusive of VAT and any other applicable taxes and
duties or similar charges which shall be payable by the Lessee at the rate and in the
manner from time to time prescribed by law.
4.3 All amounts due under this agreement shall be paid in full without any set-off,
counterclaim, deduction or withholding (other than any deduction or withholding of
tax as required by law).
4.4 If the Lessee fails to make any payment due to the Lessor under this agreement by
the due date for payment, then, without limiting the Lessor’s remedies under clause
0, the Lessee shall pay interest on the overdue amount at the rate of 5% per annum
above Bank Of England’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
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amount, whether before or after judgment. The Lessee shall pay the interest
together with the overdue amount.
4.5 The Deposit is a deposit against default by the Lessee of payment of any Rental
Payments or any loss of or damage caused to the Equipment. The Lessee shall, on
the date of this agreement, pay any deposit specified in the Quote to the Lessor. If
the Lessee fails to make any Rental Payments in accordance with the Payment
Schedule, or causes any loss or damage to the Equipment (in whole or in part), the
Lessor shall be entitled to apply the Deposit against such default, loss or damage.
The Lessee shall pay to the Lessor any sums deducted from the Deposit within ten
(10) Business Days of a demand for the same. The Deposit (or balance thereof)
shall be refundable within five (5) Business Days of the end of the Rental Period.
5. Delivery
5.1 The Lessor shall at the Lessee’s expense install the Equipment at the Site. The
Lessee shall procure that a duly authorised representative of the Lessee shall be
present at the installation of the Equipment. Acceptance by such representative of
installation shall constitute conclusive evidence that the Lessee has examined the
Equipment and has found it to be in good condition, complete and fit in every way
for the purpose for which it is intended. If required by the Lessor, the Lessee’s duly
authorised representative shall sign a receipt confirming such acceptance.
5.2 To facilitate Delivery, the Lessee shall provide all requisite materials, facilities,
access and suitable working conditions to enable Delivery to be carried out safely
and expeditiously.
6. Title, risk and insurance
6.1 The Equipment shall at all times remain the property of the Lessor, and the Lessee
shall have no right, title or interest in or to the Equipment (save the right to
possession and use of the Equipment subject to the terms and conditions of this
agreement).
6.2 The risk of loss, theft, damage or destruction of the Equipment shall pass to the
Lessee on Delivery. The Equipment shall remain at the sole risk of the Lessee
during the Rental Period and any further term during which the Equipment is in the
possession, custody or control of the Lessee (Risk Period) until such time as the
Equipment is redelivered to the Lessor. During the Rental Period and the Risk
Period, the Lessee shall, at its own expense, obtain and maintain the following
insurances:
(a) insurance of the Equipment to a value not less than its full replacement value
comprehensively against all usual risks of loss, damage or destruction by fire,
theft or accident, and such other risks as the Lessor may from time to time
nominate in writing;
(b) insurance for such amounts as a prudent owner or operator of the Equipment
would insure for, or such amount as the Lessor 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
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(c) insurance against such other or further risks relating to the Equipment as may
be required by law, together with such other insurance as the Lessor may
from time to time consider reasonably necessary and advise to the Lessee.
6.3 All insurance policies procured by the Lessee shall be endorsed to provide the
Lessor with at least twenty (20) Business Days’ prior written notice of cancellation or
material change (including any reduction in coverage or policy amount) and shall
upon the Lessor’s request name the Lessor on the policies as a loss payee in
relation to any claim relating to the Equipment. The Lessee shall be responsible for
paying any deductibles due on any claims under such insurance policies.
6.4 The Lessee shall give immediate written notice to the Lessor in the event of any
loss, accident or damage to the Equipment arising out of or in connection with the
Lessee’s possession or use of the Equipment.
6.5 If the Lessee fails to effect or maintain any of the insurances required under this
agreement, the Lessor shall be entitled to effect and maintain the same, pay such
premiums as may be necessary for that purpose and recover the same as a debt
due from the Lessee.
6.6 The Lessee shall, on demand, supply copies of the relevant insurance policies or
other insurance confirmation acceptable to the Lessor and proof of premium
payment to the Lessor to confirm the insurance arrangements.
7. Lessee’s responsibilities
7.1 The Lessee shall during the term of this agreement:
(a) ensure that the Equipment is kept and operated in a suitable environment,
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;
(b) take such steps (including compliance with all safety and usage instructions
provided by the Lessor) 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;
(c) maintain at its own expense the Equipment in good and substantial repair in
order to keep it in as good an operating condition as it was on the
Commencement Date (fair wear and tear only excepted) including
replacement of worn, damaged and lost parts, and shall make good any
damage to the Equipment;
(d) make no alteration to the Equipment and shall not remove any existing
component(s) from the Equipment unless the component(s) is/are replaced
immediately (or if removed in the ordinary course of repair and maintenance
as soon as practicable) by the same component or by one of a similar make
and model or an improved/advanced version of it. Title and property in all
substitutions, replacements, renewals made in or to the Equipment shall vest
in the Lessor immediately upon installation;
(e) keep the Lessor fully informed of all material matters relating to the
Equipment;
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(f) at all times keep the Equipment in the possession or control of the Lessee
and keep the Lessor informed of its location;
(g) permit the Lessor or its duly authorised representative to inspect the
Equipment at all reasonable times and for such purpose to enter upon the Site
or any premises at which the Equipment may be located, and shall grant
reasonable access and facilities for such inspection;
(h) maintain operating and maintenance records of the Equipment and make
copies of such records readily available to the Lessor, together with such
additional information as the Lessor may reasonably require;
(i) not, without the prior written consent of the Lessor, 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;
(j) not without the prior written consent of the Lessor, attach the Equipment to
any land or building so as to cause the Equipment to become a permanent or
immovable fixture on such land or building. If the Equipment does become
affixed to any land or building then the Equipment must be capable of being
removed without material injury to such land or building and the Lessee shall
repair and make good any damage caused by the affixation or removal of the
Equipment from any land or building and indemnify the Lessor against all
losses, costs or expenses incurred as a result of such affixation or removal;
(k) not do or permit to be done any act or thing which will or may jeopardise the
right, title and/or interest of the Lessor in the Equipment and, where the
Equipment has become affixed to any land or building, the Lessee must take
all necessary steps to ensure that the Lessor may enter such land or building
and recover the Equipment both during the term of this agreement and for a
reasonable period thereafter, including by procuring from any person having
an interest in such land or building, a waiver in writing and in favour of the
Lessor of any rights such person may have or acquire in the Equipment and a
right for the Lessor to enter onto such land or building to remove the
Equipment;
(l) not suffer or permit the Equipment to be confiscated, seized or taken out of its
possession or control under any distress, execution or other legal process, but
if the Equipment is so confiscated, seized or taken, the Lessee shall notify the
Lessor and the Lessee shall at its sole expense use its best endeavours to
procure an immediate release of the Equipment and shall indemnify the
Lessor on demand against all losses, costs, charges, damages and expenses
incurred as a result of such confiscation;
(m) not use the Equipment for any unlawful purpose;
(n) ensure that at all times the Equipment remains identifiable as being the
Lessor’s property and wherever possible shall ensure that a visible sign to
that effect is attached to the Equipment;
(o) deliver up the Equipment at the end of the Rental Period or on earlier
termination of this agreement at such address as the Lessor requires, or if
necessary allow the Lessor or its representatives access to the Site or any
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premises where the Equipment is located for the purpose of removing the
Equipment; and
(p) not do or permit to be done anything which could invalidate the insurances
referred to in clause 6.
7.2 The Lessee acknowledges that the Lessor shall not be responsible for any loss of
or damage to the Equipment arising out of or in connection with any negligence,
misuse, mishandling of the Equipment or otherwise caused by the Lessee or its
officers, employees, agents and contractors, and the Lessee undertakes to
indemnify the Lessor on demand against the same, and against all losses, liabilities,
claims, damages, costs or expenses of whatever nature otherwise arising out of or
in connection with any failure by the Lessee to comply with the terms of this
agreement.
8. Warranty
8.1 The Lessor warrants that the Equipment shall substantially conform to its
specification (as made available by the Lessor), be of satisfactory quality and fit for
any purpose held out by the Lessor. The Lessor shall use all reasonable
endeavours to remedy, free of charge, any material defect in the Equipment which
manifests itself within twelve (12) months from Delivery, provided that:
(a) the Lessee notifies the Lessor of any defect in writing within ten (10) Business
Days of the defect occurring;
(b) the Lessor is permitted to make a full examination of the alleged defect;
(c) the defect did not materialise as a result of misuse, neglect, alteration,
mishandling or unauthorised manipulation by any person other than the
Lessor’s authorised personnel;
(d) the defect did not arise out of any information, design or any other assistance
supplied or furnished by the Lessee or on its behalf; and
(e) the defect is directly attributable to defective material, workmanship or design.
8.2 Insofar as the Equipment comprises or contains equipment or components which
were not manufactured or produced by the Lessor, the Lessee shall be entitled only
to such warranty or other benefit as the Lessor has received from the manufacturer.
8.3 If the Lessor fails to remedy any material defect in the Equipment in accordance
with clause 8.1, the Lessor shall, at the Lessee’s request, accept the return of part
or all of the Equipment and make an appropriate reduction to the Rental Payments
payable during the remaining term of the agreement and, if relevant, return any
Deposit (or any part of it).
9. Liability
Business customers
The following terms (clauses 9.1 to 9.4 inclusive) apply to business
customers only and not consumers
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9.1 Without prejudice to clause 9.2, the Lessor’s maximum aggregate liability for breach
of this agreement (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 replacement
value of the equipment hired.
9.2 Nothing in this agreement shall exclude or in any way limit:
(a) either party’s liability for death or personal injury caused by its own
negligence;
(b) either party’s liability for fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be excluded by law.
9.3 This agreement sets forth the full extent of the Lessor’s obligations and liabilities in
respect of the Equipment and its hiring to the Lessee. In particular, there are no
conditions, warranties or other terms, express or implied, including as to quality,
fitness for a particular purpose or any other kind whatsoever, that are binding on the
Lessor except as specifically stated in this agreement. Any condition, warranty or
other term concerning the Equipment which might otherwise be implied into or
incorporated within this agreement, whether by statute, common law or otherwise,
is expressly excluded.
9.4 Without prejudice to clause 9.2, neither party shall be liable under this agreement
for any:
(a) loss of profit;
(b) loss of revenue;
(c) loss of business; or
(d) indirect or consequential loss or damage,
in each case, however caused, even if foreseeable.
Consumers
The following terms (clauses 9.5 to 9.8 inclusive) apply to consumers only
and not business customers
9.5 If the Lessor fails to comply with these Terms, the shall be responsible for loss or
damage that you suffer that is a foreseeable result of the Lessors breach of this
Agreement or the Lessor’s negligence, but We are not responsible for any loss or
damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious
consequence of the Lessor’s breach or if it was contemplated by the Lessee and
the Lessor at the time we entered into this contract.
9.6 If the Lessor is installing the Equipment and/or providing Services in your property,
the Lessor shall make good any damage to your property caused by the Lessor in
the course of installation or performance. However, the Lessor is not responsible for
the cost of repairing any pre-existing faults or damage to your property that the
Lessor discovers in the course of installation and/or performance by the Lessor.
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9.7 The Lessor only supplies the equipment for domestic and private use. The Lessee
agrees not to use the Equipment for any commercial, business or re-sale purpose,
and We have no liability to you for any loss of profit, loss of business, business
interruption, or loss of business opportunity.
9.8 We do not exclude or limit in any way Our liability for:
(a) death or personal injury caused by Our negligence or the negligence of Our
employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 and
by section 2 of the Supply of Goods and Services Act 1982 (title and quiet
possession);
(d) breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods
Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act
1982 (description, satisfactory quality, fitness for purpose and samples); and
(e) defective products under the Consumer Protection Act 1987.
10. Your rights to cancel and applicable refund (this clause 10 only applies to
consumers)
A Cancellation Notice is included at the end of this Agreement
10.1 The contract is formed when the Lessor sends you an order confirmation in
response to your enquiry or order. The contract between us will only be formed
when we send you the order confirmation.
10.2 Before the Lessor delivers the Equipment, the Lessee has the following rights to
cancel an Order including where you choose to cancel because the Lessor is
affected by an event outside its control or the terms of this Agreement is changed to
the Lessee’s material disadvantage:
(a) The Lessee may cancel any order for Equipment within the cancellation
periods set out below. The period begins when the Lessee receives an order
confirmation from the Lessor.
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Your Contract End of the cancellation period
Your Contract is for a
single Product (which
is not delivered in
instalments on
separate days).
The end date is the end of 14 days after the day on which you
receive the Product.
Example: if we provide you with a Dispatch Confirmation on 1
January and you receive the Product on 10 January you may
cancel at any time between 1 January and the end of the day on 24
January.
Your Contract is for
either of the following:
one Product which is
delivered in
instalments on
separate days.
multiple Products
which are delivered on
separate days.
The end date is 14 days after the day on which you receive the last
instalment of the Product or the last of the separate Products
ordered.
Example: if we provide you with a Dispatch Confirmation on 1
January and you receive the first instalment of your Product or the
first of your separate Products on 10 January and the last
instalment or last separate Product on 15 January you may cancel
in respect of all instalments and any or all of the separate Products
at any time between 1 January and the end of the day on 29
January.
Your Contract is for the
regular delivery of a
Product over a set
period.
The end date is 14 days after the day on which you receive the first
delivery of the Products.
Example: if we provide you with a Dispatch Confirmation on 1
January in respect of Products to be delivered at regular intervals
over a year and you receive the first delivery of your Product on 10
January, you may cancel at any time between 1 January and the
end of the day on 24 January. 24 January is the last day of the
cancellation period in respect of all Products to arrive during the
year.
(b) The simplest way to cancel this agreement is to use the cancellation notice
included within this agreement. The Lessor will confirm your cancellation in
writing to you;
(c) if the Lessee cancels an order under clause 10.1(a) and the Lessee has made
any payment in advance for Equipment that have not been provided, or
delivered to the Lessee, the Lessor will refund these amounts and any
delivery charges to the Lessee;
(d) however, if the Lessee cancels an order for Equipment under clause 10.1(a)
and the Lessor has already started work on the Lessee’s order by that time,
the Lessee will pay the Lessor’s costs reasonably incurred in starting to fulfil
the order, and this charge will be deducted from any refund that is due to the
Lessor or, if no refund is due, invoiced to the Lessee. The Lessor will tell the
Lessee what these costs are when the Lessee contacts the Lessor. However,
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where the Lessee cancels an order because of the Lessor’s failure to comply
with this Agreement (except where caused by an event outside the Lessor’s
control), the Lessee does not have to make any payment to the Lessor;
10.3 Once the Lessor has begun to provide the Services to the Lessee, the Lessee may
cancel the contract for the Equipment at any time by providing the Lessor with at
least thirty (30) calendar days’ notice in writing. Any advance payment you have
made for any Equipment that has not been provided will be refunded to you.
10.4 Once the Lessor has begun to provide the Equipment to the Lessee, the Lessee
may cancel the contract for Services with immediate effect by giving the Lessor
written notice if:
(a) The Lessor breaks this contract in any material way and it does not correct or
fix the situation within thirty (30) days of the Lessor asking it in writing;
(b) The Lessor goes into liquidation or a receiver or an administrator is appointed
over its assets;
(c) The Lessor changes these Terms to the Lessee’s material disadvantage;
(d) The Lessor is affected by an event outside the Lessor’s control.
10.5 If the Lessee has placed an order by telephone or on the internet, this contract is
formed when the Lessor sends the Lessee an order confirmation
11. Termination
11.1 Without affecting any other right or remedy available to it, the Lessor may terminate
this agreement with immediate effect by giving written notice to the Lessee if:
(a) the Lessee fails to pay any amount due under this agreement on the due date
for payment and remains in default not less than five (5) days after being
notified to make such payment;
(b) the Lessee commits a material breach of any other term of this agreement
which breach is irremediable or (if such breach is remediable) fails to remedy
that breach within a period of fourteen (14) days after being notified to do so;
(c) the Lessee repeatedly breaches any of the terms of this 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
agreement;
(d) the Lessee suspends, or threatens to suspend, payment of its debts or is
unable to pay its debts as they fall due or admits inability to pay its debts;
(e) the Lessee commences negotiations with all or any class of its creditors with a
view to rescheduling any of its debts, or makes a proposal for or enters into
any compromise or arrangement with its creditors;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is
made, for or in connection with the winding up of the Lessee (being a
company);
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(g) 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 Lessee (being a company);
(h) the holder of a qualifying floating charge over the assets of the Lessee (being
a company) has become entitled to appoint or has appointed an
administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the Lessee
or a receiver is appointed over the assets of the Lessee;
(j) the Lessee (being an individual) is the subject of a bankruptcy petition or
order;
(k) a creditor or encumbrancer of the Lessee attaches or takes possession of, or
a distress, execution, sequestration or other such process is levied or
enforced on or sued against, the whole or any part of the Lessee’s assets and
such attachment or process is not discharged within 14 days;
(l) any event occurs, or proceeding is taken, with respect to the Lessee in any
jurisdiction to which it is subject that has an effect equivalent or similar to any
of the events mentioned in clause 11.1(d) to clause 11.1(k) (inclusive);
(m) the Lessee suspends or ceases, or threatens to suspend or cease, carrying
on all or a substantial part of its business;
(n) the Lessee (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 This agreement shall automatically terminate if a Total Loss occurs in relation to the
Equipment.
12. Consequences of termination
12.1 Upon termination of this agreement, however caused:
(a) where applicable, that the Lessee will have to bear the cost of returning the
goods in case of cancellation and, for distance contracts, if the goods, by their
nature, cannot normally be returned by post, the cost of returning the goods;
(b) the Lessor’s consent to the Lessee’s possession of the Equipment shall
terminate and the Lessor may, by its authorised representatives, without
notice and at the Lessee’s expense, retake possession of the Equipment and
for this purpose may enter the Site or any premises at which the Equipment is
located; and
(c) without prejudice to any other rights or remedies of the Lessee, the Lessee
shall pay to the Lessor on demand:
(i) all Rental Payments and other sums due but unpaid at the date of such
demand together with any interest accrued pursuant to clause 4.4;
(ii) any costs and expenses incurred by the Lessor in recovering the
Equipment and/or in collecting any sums due under this agreement
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(including any storage, insurance, repair, transport, legal and
remarketing costs).
12.2 Upon termination of this agreement pursuant to clause 11.1, any other repudiation
of this agreement by the Lessee which is accepted by the Lessor without prejudice
to any other rights or remedies of the Lessor, the Lessee shall pay to the Lessor on
demand a sum equal to the whole of the Rental Payments that would (but for the
termination) have been payable if the agreement had continued from the date of
such demand to the end of the Rental Period, less:
(a) a discount for accelerated payment at the percentage rate set out in the
Payment Schedule; and
12.3 The sums payable pursuant to clause 9.1 shall be agreed compensation for the
Lessor’s loss. Such sum may be partly or wholly recovered from any Deposit.
12.4 Termination or expiry of this agreement shall not affect any rights, remedies,
obligations or liabilities of the parties that have accrued up to the date of termination
or expiry, including the right to claim damages in respect of any breach of the
agreement which existed at or before the date of termination or expiry.
13. Force majeure
Neither party shall be in breach of this agreement nor liable for delay in performing,
or failure to perform, any of its obligations under this agreement 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.
14. Confidential information
14.1 Each party undertakes that it shall not disclose to any person any confidential
information concerning the business, affairs, customers, clients or suppliers of the
other party, except as permitted by clause 14.2.
14.2 Each party may disclose the other party’s confidential information:
(a) 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
agreement. 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 14; and
(b) 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 agreement.
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15. Assignment and other dealings
This agreement is personal to the parties and neither party shall assign, transfer,
mortgage, charge, subcontract, declare a trust over or deal in any other manner
with any of its rights and obligations under this agreement.
16. Entire agreement
16.1 This agreement 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.
16.2 Each party acknowledges that in entering into this agreement 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
agreement.
16.3 Each party agrees that it shall have no claim for innocent or negligent
misrepresentation or negligent misstatement based on any statement in this
agreement.
17. Variation
No variation of this agreement shall be effective unless it is in writing and signed by
the parties (or their authorised representatives).
18. No partnership or agency
18.1 Nothing in this agreement 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.
18.2 Each party confirms it is acting on its own behalf and not for the benefit of any other
person.
19. Third party rights
No one other than a party to this agreement, shall have any right to enforce any of
its terms.
20. Notices
20.1 Any notice given to a party under or in connection with this contract shall be in
writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day
delivery service at its registered office (if a company) or its principal place of
business (in any other case); or
(b) sent by fax to its main fax number.
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20.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt;
(b) if sent by pre-paid first-class post or other next working day delivery service,
at 9.00 am on the second Business Day after posting.
(c) if sent by fax, at 9.00 am on the next Business Day after transmission.
20.3 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.
21. Waiver
No failure or delay by a party to exercise any right or remedy provided under this
agreement or by law shall constitute a waiver of that or any other right or remedy,
nor shall it prevent or restrict the further exercise of that or any other right or
remedy. No single or partial exercise of such right or remedy shall prevent or restrict
the further exercise of that or any other right or remedy.
22. Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided
under this agreement are in addition to, and not exclusive of, any rights or remedies
provided by law.
23. Severance
23.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or
unenforceable, it shall be deemed modified to the minimum extent necessary to
make it valid, legal and enforceable. If such modification is not possible, the
relevant provision or part-provision shall be deemed deleted. Any modification to or
deletion of a provision or part-provision under this clause shall not affect the validity
and enforceability of the rest of this agreement.
23.2 If any provision or part-provision of this agreement is invalid, illegal or
unenforceable, the parties shall negotiate in good faith to amend such provision so
that, as amended, it is legal, valid and enforceable, and, to the greatest extent
possible, achieves the intended commercial result of the original provision.
24. Governing law
This agreement and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the law of England and Wales.
25. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute or claim arising out of or in connection
with this agreement or its subject matter or formation (including non-contractual
disputes or claims).