1.1 This agreement is entered into with consideration of the mutual promises and covenants set out in the Terms and Conditions, including valid evidence of an Insurance Policy covering no less than £25.000 and receipt of the booking payment, paid in full prior to collection.
2.1 HDRi London shall hire to the Client the LizardQ (Equipment) as more specifically detailed in the schedule to which these terms are attached (Schedule) in accordance with the dates set out in the Schedule (Hire Period) or on such other dates as may be agreed in writing between the parties. Any amendments to the Schedule will need to be agreed with written confirmation from both Parties prior to anychanges, and HDRi London reserves the right to refuse proposed amendments.
2.2 HDRi London agrees that the Equipment shall be of first class technical quality. All costs of collection of the Equipment shall be met by the Client.
2.3 The Client's Nominated Representative for the purposes of liaising and co-ordinating with HDRi London in respect of this Agreement shall be as set out in the Schedule, including full name, contact address, contact number and specified relationship with the Client.
3.1 The cost of the hire of the Equipment set out under the Schedule and shall hereafter be referred to as the Quote. It is agreed and acknowledged that the Quote has been calculated based upon the information given by the Client to HDRi London prior to the date of this Agreement and upon the Equipment and the Hire Period described in this Agreement.
3.2 Subject to HDRi London's and the Client's signature of the Schedule, the Client shall pay HDRi London the Quote by bank transfer, in full, prior to collection of the Equipment on receipt of appropriate invoices and to the relevant bank account as set out on such invoices. For the avoidance of doubt, in no circumstances shall HDRi London accept payment by cash or cheque.
3.3 All agreed costs as per the Quote shall be exclusive of Value Added Tax (VAT). HDRi London will submit VAT invoices to the Client for payment of any sums dueas part of the final invoice.
3.4 Payments to HDRi London under this Agreement shall be made in full without any deduction, discount, set off or abatement unless required by law.
4.1 In the event that the Client requires any changes to the Equipment and/or the Hire Period (each, a Change) the Client shall confirm the same via email to HDRi London as soon as possible.
4.2 If such Change(s) will result in an increase in the Quote and/or an amendment to the Hire Period or the Payment Schedule, the Client will make payment of any such increase within 24 hours of receiving notice of the same from HDRi London. Only upon receipt by HDRi London of such payment shall this Agreement be deemed amended accordingly to include such Change(s). For the avoidance of doubt, HDRi London shall not be liable for any further costs incurred as a result of the Changes.
4.3 In the event that this Agreement is cancelled or otherwise terminated by the Client within 24 hours prior to commencement of the Hire Period, HDRi London is not required to offer any refund to the Client.
4.4 If the Client cancels or otherwise terminates this Agreement after commencement of the Hire Period, the sum already paid to HDRi London prior to the date of cancellation or termination shall be non-refundable.
5.1 On HDRi London's approval of the Client's insurance (which Insurance evidence the Client shall provide to HDRi London prior to the Hire Period if requested) as well as the payment of the booking paid in full, HDRi London shall make available the Equipment for collection by the Client from Unit 5B, 455 Caledonian Road, N7 9BG, London, United Kingdom, in accordance with the dates set out in the Hire Period unless a Change has been previously agreed in accordance with clause 4 above or otherwise agreed in writing by both Parties. For the avoidance of doubt, HDRi London reserves the right to withhold the Equipment until the insurance or payment has been approved.
5.2 Subject to clause 5.1, HDRi London shall make the Equipment available for collection by the Client from 9:00 the business day immediately prior to the Hire Period.
6 The Client agrees do all that is necessary to protect the health and safety of all of the Client's employees whilst using the Equipment, and also that of members of the public or any contractors who may be affected by the Client's use of the Equipment and to adopt and implement a health and safety policy as necessary to cover any loss or damage as may occur from use of the Equipment during the Hire Period.
7.1 HDRi London hereby warrants and undertakes to and with the Client that:
7.1.1 it is a company duly incorporated in good standing and has the right to enter into this Agreement;
7.1.2 the Equipment shall substantially conform to its specification and shall be of satisfactory quality and fit for any purpose held out by the Client.
8.1 The Client warrants to HDRi London that:
8.1.1 the Equipment shall be kept and operated in a suitable environment, and the Client will obtain HDRi London's prior written consent if the Equipment or any part thereof will be removed from the UK or used in a hazardous environment.
8.1.2 the Equipment shall be used only for the purposes for which the Equipment is designed and shall only be operated in a proper manner by trained competent staff in accordance with any operating and safety instructions provided by HDRi London;
8.1.3 the Client shall 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 of the Hire Period and shall reimburse HDRi London for the replacement of worn, damaged and lost parts, and the Client shall inform HDRi London as soon as the Client is aware of any damage to the Equipment or of the Equipment not functioning properly. For the avoidance of doubt, the Client shall not replace or repair the Equipment itself and HDRi London reserves the right to charge a penalty in the event that any such attempt to repair or replace the Equipment is made by the Client;
8.1.4 the Client shall at all times keep the Equipment in the Client's possession or control and shall keep HDRi London informed of its location and the Client shall not at any time leave the Equipment unattended in vehicles, including taxis, public place or unsecured building;
8.1.5 the Client shall return the Equipment to the Collection Point at the end of the Hire Period to HDRi London before 18:00 on the first business day following the Hire Period unless otherwise agreed by HDRi London in writing. HDRi London reserves the right to charge the Client for each additional day beyond the Hire Period for which the Equipment is late in being returned. Furthermore, the delivery and return of Equipment to and from the Collection Point before 9:00 and after 18:00 must be agreed in advance in writing by HDRi London and may incur a surcharge.
8.2 The Client shall indemnify HDRi London, its directors, employees, contractors and agents against any and all liability, costs, expenses, claims and demands of any nature whatsoever, arising out of or in connection with any breach by the Client of any warranties, representations or agreements set out herein or otherwise in relation to the hire of the Equipment, save where caused directly and solely due to the negligence e or wilful default of HDRi London.
9.1 The Equipment shall at all times remain the property of HDRi London, and the Client 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 of this Agreement).
9.2 The risk of loss, theft or damage to the Equipment shall pass to the Client on the Client taking possession of the Equipment and shall remain the Client's sole risk during the Hire Period and any further term during which the Equipment is in the Client's possession.
9.3 HDRi London shall not be liable to the Client for:
9.3.1 any loss or damage to the Client's property or for any loss, personal injury or death suffered by the Client or its employees or agents other than that caused by the wilful negligence of HDRi London; nor
9.3.2 any loss, damage or costs or expenses of any nature whatsoever incurred or suffered by the Client of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill; nor
9.3.3 any loss or damage incurred by the Client with respect to lost or wiped data, it being agreed that the Client shall be responsible for carrying out data backups in connection with the Equipment. For the avoidance of doubt, the Client acknowledges that HDRi London wipe all data cards included in the Equipment on or prior to return of the Equipment for Client confidentiality.
9.4 The aggregate liability of HDRi London in respect of any loss suffered by the Client as a result of HDRi London's negligence or failure to comply with the terms of this Agreement shall be no greater that a sum equal to that part of the Quote that has been paid to HDRi London at the applicable time, save in the case of death or personal injury due to HDRi London's negligence.
9.5 HDRi London shall not be held in any way responsible for any failure to fulfil its obligations under this Agreement if such failure has been caused (directly or indirectly) by circumstances beyond its control. This shall include (but is not limited to) accident or equipment failure, war, riot, industrial action or act of terrorism.
9.6 The Client shall during the Hire Period, at its own expense, obtain and maintain insurance of the Equipment, which insurance shall be of a value no less than £25.000 (the full value of replacing the Equipment), and which insurance shall include cover for all loss or damage to the Equipment.
9.7 The Client shall irrevocably authorise its insurers to pay to HDRi London all monies payable under such insurance in respect of any loss or damage suffered by HDRi London; and
9.8 The Client further irrevocably authorises HDRi London in the name and on behalf of the Client to make any claim or claims against insurers in respect of any loss of or damage to the Equipment or any part of it and to settle or compromise such claim and to receive from and acknowledge receipt to the insurers for any monies payable by the insurers.
10.1 HDRi London shall be entitled to terminate this Agreement by written notice (email) to the Client on the occurrence of any of the following events:
10.1.1 failure by the Client to pay the full sum due to HDRi London prior to the beginning of the Hire Period;
10.1.2 failure by the Client to provide evidence of an Insurance Policy covering no less than £25.000;
10.1.3 failure by the Client to provide the name of the person responsible for collecting & returning the equipment from Unit 5B, 455 Caledonian Road, N7 9BG, London, United Kingdom.
10.2 Upon termination of this Agreement by HDRi London:
10.2.1 HDRi London may, without notice and at the Client's expense, retake possession of the Equipment and for this purpose may enter the Client's premises or the location at which the Equipment is being held.
11.1 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.
11.2 Any notice given under this Agreement shall be in writing and in English and shall be sent by email to the email address set out below for the attention of the other party
11.3 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this shall not affect any right or remedy which exists or is available otherwise than pursuant to that Act.
11.4 This Agreement does not constitute and shall not be construed as constituting an agency, partnership or joint venture relationship between HDRi London and Client.
11.5 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, the courts of which will be the courts of competent jurisdiction.