Terms and Conditions
1. THE AGREEMENT AND DELIVERY
1.1 We are letting and You are taking on hire the Products for use in Your business on the terms set out overleaf and below,
1.2 The Agreement starts when We sign it and the Initial Rental and Administration Fee are due at that time, The hiring continues until it is ended by You in accordance with the provisions of this Agreement
1.3 If You wish to end the Agreement You must give Us at least 30 days' written notice to expire on the last day of the Minimum Period or on any day after that.
1.4 All the terms of hire of the Products are in this Agreement and only variations signed by Us both are effective.
1.5 You must inspect the Products on delivery, and inform Us in writing within 5 days if they are defective, incomplete or not as specified otherwise You will have deemed to have fully accepted them.
2.1 It is an essential term of this Agreement that You pay to Us all the Rentals
and any other sums on the due dates in full and without retention by You, VAT at
prevailing rate must also be paid by You, All amounts payable by You under this Agreement must be made without any deduction, withholding, set-on counterclaim or
2.2 Unless otherwise agreed before You sign this Agreement all payments by You must
be paid by direct debit. If You choose after signing this Agreement to pay by other
means, and We agree, then You must pay Our administration fee of £50 plus VAT for each Rental not yet due and payable.
2.3 You agree that the Rentals have been calculated on the assumption that the bases and rates of Corporation Tax, permitted Capital Allowances and VAT allowed or in force at the date of this Agreement will remain unchanged for tile period of hire of the Products, If, after the commencement of this Agreement there are any changes in the bases or rates of Corporation Tax. permitted Capital Allowances Of VAT, You shall pay to Us, if called upon to do SO, by way of increased Rentals, or lump sum payable on demand if the period of hire shall have terminated (together with VAT as appropriate), such sum or sums as are required to place Us in the financial position (as regards this Agreement) which would have been obtained had not such changes occurred, Our certificate of the amount of the increased Rentals or lump sum (as the case may be) shall be final and binding upon You and shall remain payable notwithstanding the termination of this Agreement for whatever reason.
2.4 If You do not pay any Rental or other sum due under this Agreement, on the due
date for payment, in addition to Our other rights, You will pay an Arrears Administration
Fee, as set out in Our tariff of charges, You will also pay interest from day to day on the unpaid amount at the rate of 6% above Finance House Base Rate from time to
time, after as well as before any judgement, from the date the payment was due until the day that We receive it.
3. USING THE PRODUCTS
3.1 If the Products include software You must agree with the software supplier the arrangements for use of it and get the warranties You require from that person, You
must ensure the software is suitable for You and that You have all necessary licences to use and operate it. As You deal directly with the supplier for the supply of
software You agree that it is reasonable for Us to exclude any liability relating to the software. You agree to indemnify Us and keep Us indemnified against any claims,
costs, expenses, damages, liabilities and legal fees that We may suffer or incur as a result of any dispute that may arise, in any way whatsoever, in connection with the
software or the software licence.
3.2 You are responsible for keeping the products in good condition at Your own cost. All damage other than fair wear and tear must be made good. All replacement and
attached parts become part of the Products and Ours. Any maintenance removal and subsequent re-installation involving our equipment must be made by Us at Your expense.
3.3 You must keep the products safe and use them safely in accordance with the law and the manufacturers recommendations, and only for purposes for which they are designed or built or are suitable. Any modifications required by law or otherwise will be completed at your expense.
3.4 You must keep the products in your possession either in the vehicle in which they have been installed by Us or following removal by Us or by an installer designated by Us at your registered company premises. In circumstances where the products have become defective and require repair you will arrange for Us to remove the equipment for return to the manufacturer. Should you wish to remove the equipment from a vehicle, then you must contact Us to arrange the removal at least 14 days before the vehicle is to be returned or leave your legal possession. You must not allow any repairers lien to arise. You must not deal with the products or assign them or any part of them. You must not hold Yourself out as owner of the products; nor may you claim capital allowances.
4.1 You must at all times keep the products insured under a comprehensive policy without restriction or excess, for an amount equal to its replacement value and you must note on the policy that the Products are Ours. If We request You must show Us evidence of the policy and if you fail to provide such evidence we have the right but not the obligation to insure the at Your cost and collect the full cost from you along with the rentals.
4.2 If an insurance claim has to be made You will notify Us of that and You agree that we will take over negotiations with the insurance company and settle any claim, and We will receive any insurance payments relating to the Products. If you receive any such insurance proceeds You must pay such monies to Us and until such time shall hold such monies on trust for Us.
4.3 Any insurance proceeds for the Products at Our discretion may be put towards repair or replacing the Products, or the payments due to Us.
4.4 If there is a total loss of the Products for insurance purposes, We may terminate the hiring of the Products and You will pay to Us the amounts set out in Clause 8.
5. THE SUPPLIER AND MAINTENANCE
5.1 Maintenance charges form part of the Rental and You must accept all charges for the maintenance of the equipment during the Rental period. You must enter a maintenance contract for the Products and that contract must continue for the same period as this Agreement with Us. The Suppliers will act as Our agent to collect both the maintenance and Rental fees from You and You must perform Your obligations under that contract.
5.2 We may increase the Rentals by the amount of the increase in the maintenance charges due to the Suppliers if the maintenance contract allows for that, and we are so requested by the Supplier.
5.3 We shall be entitled to apply amounts received from You first towards the satisfaction of the Rental, excluding any maintenance charges not withstanding appropriation to the contrary. If You do not pay the full rental amount both rental and maintenance charges to the Supplier the Supplier may stop providing maintenance, This does not affect any of Your Obligations to Us under this Agreement.
5.4 If this Agreement is terminated the Supplier may bring an action to recover any maintenance charges that are due from You under the maintenance contract.
5.5 Should the Supplier become unable to provide the maintenance You may by at least one month's written notice tell us of your intention to stop paying the rental and maintenance charges to the Supplier and We will reduce the Rentals by the amount of the maintenance charges from the next Rental payment date and your rental must be paid directly to us. Even if You stop the maintenance charges You may still have obligations to the Supplier.
6. YOUR ACKNOWLEGEMENTS
6.1 You and We recognise that there is a risk that any products, in particular computer hardware and software may not perform as expected and may not be satisfactory, We both also acknowledge that sales people acting on behalf of suppliers may make representations about products including computer hardware and software that are difficult to evaluate until delivery and commissioning, When products are financed the risk of them 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, save to the extent that We have been able to obtain a right of recourse against the Supplier or any intermediary and have been able to pass that right to You under the contracts (Rights of Third Parties) Act 1999.
6.2 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 Products. whether generally or in relation to any particular purpose. We do not know if any representation was made to You about the Products, 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 duly of care towards You.
6.3 For the avoidance of doubt, You and We agree that no terms are to be implied into this Agreement.
6.4 If the law requires terms to be implied into this Agreement, You and We agree that 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 because you have chosen the products and the supplier.
6.5 In no event will Our liability under this Agreement exceed the aggregate of the Rentals paid by You at the time the liability arises.
6.6 In no event will We be liable to You in contract, tort or otherwise including any liability for negligence:-
(a) for any loss of revenue business, Anticipated Savings or proms or any loss of use value; or
(b) for any indirect or consequential loss, however arising. 'Anticipated Savings' means any expenses which You expect to avoid incurring or to incur in a lesser amount than would otherwise have been the case.
6.7 The Supplier is not Our agent to make any statements concerning this Agreement or the Products.
7. TERMINATION OF THE AGREEMENT
7.1 We shall be entitled to treat any breach by You of any of Your Obligations under
this Agreement as a repudiation indicating You no longer intend to abide by this
Agreement, and We may subject to giving You any notice required by law, terminate the hiring hereunder. Without prejudice to the generality of the foregoing, We may
subject to giving You any notice required by law, terminate the hiring of the Products under this Agreement if:-
(a) You do not pay any Rentals due under this Agreement on the due date for payment or pay any other sum due under this Agreement within 5 days of it being due and payable;
(b) You breach any term of this Agreement and if such breach is remediable You fail to remedy it within 7 days of written notice requiring its remedy;
(c) (if You are a partnership) any of the partners dies, a petition is presented for an administration order to be made in relation to, or a resolution is passed for the winding up or dissolution of the partnership or a petition is presented for a bankruptcy order to be made against one or more of the partners for non-payment of a partnership debt or anyone or more of the partners enters into a voluntary arrangement with the creditor of the partnership or the partnership enters into a voluntary arrangement with its creditors;
(d) (if You are an individual) You die or an application is made for an interim order to be made in relation to You or a petition is presented for a bankruptcy order against You or a trustee in bankruptcy or like officer is appointed over all or any of Your assets or any other steps are taken.to appoint an administrator;
(e) an order is made for the appointment of an administrator over You or documents are filed for the appointment of an administrator over You or a notice of intention is presented to You or any other steps are taken to appoint an administrator;
(I) You arrange or attempt to arrange a composition or scheme with Your creditors or a meeting of creditors is called;
(g) You cease or threaten to cease to carry on trading or sell or dispose of a substantial part of Your business or assets without Our consent;
(h) There is any change in Your control (whether direct or indirect), or Your present
holding company ceases to be Your legal and beneficial owner (free from all
mortgages, charges, liens or other encumbrances) of the whole or any part of Your issued share capital from time to time;
(i) You are unable to pay Your debts as they fall due (as defined by seclion 123 or 268 of the Insolvency Act 1986);
(j) (in Scotland) You become a bankrupt or have Your estate sequestrated or execute a trust deed, or a judicial factor is appointed to administer Your estate;
(k)any distress execution or other legal process is levied against any of Your
assets or an encumbrancer takes possession of any of Your assets, or any security
created by You becomes enforceable and the mortgagee or chargee takes steps to enforce the same;
(I) any guarantee in respect of Your obligations under this Agreement is not or ceases to be fully valid binding and enforceable;
(m) any representation made or information provided by You or on Your behalf to
Us from time to time in connection with the negotiation or continuation of this
Agreement is found to be incorrect as to a particular which, in Our opinion, is material.
8. YOUR OBLIGATIONS ON TERMINATION
8.1 On any termination of the hiring by us you must;
(a) Pay us a sum equal to all arrears at rentals and other payments and interest, and as agreed damages for Our losses due to Your actions a sum equal to all the Rentals (less any maintenance payments) that You would have paid had the agreement continued for the minimum period less a discount from the date of termination to the date the Rental would otherwise have fallen due at a rate of 2% per annum;
(b) pay all Our costs in repossessing, repairing and selling the Products and administralion et the termination; and
(c) comply with Your obligations in Clause 9 below or compensate Us for Our losses due to Your failure to do so.
9. INSPECTION AND RETURN OF PRODUCTS
9.1 You must let Us and Our representatives inspect the Products if We give You notice. Upon the termination or expiry of the hiring of the Products We or Our representatives may, subject to giving You any notice required by law, repossess the Products and, (if required by law) under an order of the Court or with Your consent given at that time, enter the Location and or any premises where the Products are or are believed to be located. When this Agreement expires, or is terminated, You must return the Products within two days, and in an Average Saleable Condition to an address nominated by Us within the Unrted Kingdom. If You do not You must continue to pay Rentals at the amounts and intervals specified in the Agreement until the Products are received and accepted by Us. The products must be properly packed for shipment in accordance with the manufacturers’ recommendations and specifications, freight pre-paid and insured. If You fail to do so You will be liable for Our costs in recovering the Products and/or restoring them to an Average Saleable Condition. Average Saleable condition means means that all of the Products are immediately available for use by a third party other than Yourself, without the need of repair or refurbishment, fair, wear and tear excluded. All products must be free of markings. You will pay Us on demand for any damage, missing or defective parts or accessories. If all or part of the Products consist of computer equipment You must remove all personal data, sensitive data and passwords. In the event that We are prevented from recovering the Products, or that they are no longer in Your possession, You will be liable to pay Us on demand the greater of a sum equal to the estimated average fair market value of similar products of like age, or the equivalent of the sum of the Rentals which would have been paid during the Agreement for a six month period of hire. Where the Products consist of Software, You are under no obligation to return the Software, 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 if any part of the Products consist of Software You must stop using the Software immediately and allow Us access to ensure the Software is no longer in use.
10. YOUR RIGHTS TO END THE AGREEMENT
10.1 You may apply to Us to terminate the hiring of the Products during the Minimum Period by giving Us at least one month's written notice. If We accept Your request You must pay Us a sum calculated in accordance with Clause 8 and in addition an administration fee of £100 plus VAT. On termination under Clause 10.1 You must also comply with Your obligations in Clause 9.2.
11. USE OF DATA
11.1 In considerinq Your application, We will search Your records at credit reference agencies. We will add to Your record details of Our search and Your appiication and these Will be seen by other organisations that make searches. We may use a credit scoring system when assessing Your application. We will also add to Your record with the credit reference agencies details of Your payments and any default or failures under this Agreement. It is important that You give accurate information to Us. We will check Your details with fraud prevention agencies and if You give false or inaccurate information and We suspect fraud. We Will record this. These records will be shared with other organisations and used by Us and them 10 help make decisions about credit and credit related services, and on motor, household, credit. life and other insurance proposals and insurance claims, for You and members of Your household to trace debtors, recover debts, prevent fraud and manage Your accounts or insurance policies and to check Your identity to prevent money laundering, unless You furnisf Us wijh satisfactory proof of identity. You may, by telephoning Our Customer Services department, obtain details of those credit reference ami fraud prevention agencies rrom whom We obtain and to whom We pass information about You. You have a legal right to these details.
11.2 You agree that We may hold and process by computer or otherwise any information
obtained about You in connection with this Agreement and any other applications You
have made to, and any Agreement You may have with Us.
11.3 You agree that We may use this information and disclose it to the Supplier who
introduced You to Us and to other Group Members for the purposes of reviewing the
conduct of this Agreement for credit assessment, for marketing, for administering and servicing this Agreement and any insurance and to enable Us to carry out statistical
analysis. We may also disclose information obtained about You in connection with this Agreement to Our agents, insurers, suppliers, advisers and any person to whom
We assign Our rights under this Agreement.
11.4 We may also use information We hold about You to enable Us to send to You marketing
material about goods or services offered by Us and by third parties which
We believe may be of interest to You and We may sell or provide details of your name and address to third parties including other Group Members, to enable them to market goods and services to You which We believe may be of interest to You.
11.5 You have the right, upon payment of a fee and applying to Us in writing, to obtain a copy of the information held by Us about You.
12.1 We may assign this Agreement and/or deal in Our rights and the Products, but this Agreement is personal to You and You may not do that.
12.2 If We give You any relaxation of Our rights this does not affect Our ability to enforce Our rights to their full extent.
12.3 Any notice to be sent to You will be sent la the address overleaf or Your last known address and deemed delivered two working days after posting.
12.4 If any clause of this Agreement is invalid, that will not affect the validity of others.
12.5 Value Added Tax at the applicable rate will be paid by You on all appropriate payments.
12.6 You will pay Our costs and charges for dealing with unpaid, returned or recalled
payments or direct debits, for providing You with information, copies or other services
that You request, and enforcing the terms of this Agreement and repossessing and selling the Products, as set out in Our tariff of charges.
12.7 No person has any rights under this Agreement save as may be set out in it and the parties agree that the Contracts (Rights of Third Parties) Act 1999 is excluded.
12.8 In this Agreement references to "You" and “Your" are to the Hirer and if the Hirer is two or more people each of them jointly and separately. The words with capital letters refer to the description overleaf. "Group Member" means any company.
12.9 If You are more than one person, Your obligations will be binding on each person separately and all persons jointly.
English law governs this Agreement.