Spaces Services Ltd Equipment Hire Agreement

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in this agreement.
1.1.1 Business Day means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
1.1.2 Business Hours means the period from 9.00 am to 5.00 pm on any Business Day.
1.1.3 Delivery means the transfer of physical possession of the Equipment to the Hirer at the Site, no more than 50 metres from Spaces’ vehicle and on ground level.
1.1.4 Delivery Date means the date the Equipment is delivered as agreed at the time of Order.
1.1.5 Equipment means the items of equipment listed in the Order, all substitutions, replacements or renewals of such equipment and all related accessories.
1.1.6 Hirer means the person or organisation hiring the Equipment from Spaces.
1.1.7 Order means the order for the hire placed through Spaces’ webshop or by purchase order.
1.1.8 Rental Period means the period of hire as set out in clause 3.
1.1.9 Rental Value means the price owed by the Hirer to Spaces for the rental of the Equipment for the Rental Period.
1.1.10 Risk Period means the period during which the Equipment is at the sole of the risk of the Hirer as set out in clause 8.2.
1.1.11 Site means the location where the Equipment is being used during the Rental Period as specified in the Order.
1.1.12 Spaces means Spaces Services Ltd (Company Number 14428210).
1.1.13 Total Loss means due to the Hirer’s default the Equipment is, in Spaces’ opinion, damaged beyond repair, lost, stolen, seized or confiscated.
1.1.14 Total Price means the total cost of the Order which is made up of the Rental Value, the Maintenance Waiver, transport, labour and expenses.
1.1.15 VAT means value added tax chargeable in the UK.

2. EQUIPMENT HIRE

2.1 Spaces shall hire the Equipment to the Hirer subject to the terms and conditions of this agreement.
2.2 The terms and conditions of this agreement apply to the exclusion of any other terms that the Hirer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
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3. RENTAL PERIOD

3.1 The Rental Period starts on the earlier of the Delivery Date, or the date set out in the Order, and shall continue until the date the Equipment is returned to Spaces.
3.2 If the Rental Period is for an extended period of time and the Hirer decides that it does not require the Equipment for the full duration of the Rental Period, the Hirer may request in writing for Spaces to reduce the length of the Rental Period (and for Spaces to collect the Equipment early). Spaces’ acceptance of such request (and the provision of a pro-rata refund for any unused part of the Rental Period (less any additional costs incurred by Spaces) to the Hirer) will be at Spaces’ sole discretion.

4. PAYMENT

4.1 Unless otherwise agreed in writing by Spaces, the Hirer shall pay a minimum of 50% of the Total Price to Spaces at the time of placing the Order and the remaining 50% of the Total Price must be paid by the Hirer to Spaces no later than seven Business Days prior to the Delivery Date. For the avoidance of doubt, if the Delivery Date is less than seven Business Days away, the Hirer shall pay the Total Price to Spaces at the time of placing the Order.
4.2 Payment shall be in sterling, made by electronic bank transfer or paid by credit or debit card.
4.3 The Total Price is exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Hirer at the rate and in the manner from time to time prescribed by law.
4.4 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).
4.5 If the Hirer fails to make payment under clause 4.1, Spaces will not deliver the Equipment and Spaces will have no liability to the Hirer.
4.6 If the Hirer fails to make a payment due to Spaces under this agreement by the due date, then, without limiting Spaces’ remedies under clauses 4.5 or 11, the Hirer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
4.7 Subject to clause 4.8, the Hirer shall have a right to cancel an Order, subject to the Hirer paying Spaces a “Cancellation Fee” (which must be invoiced and paid before any purported termination by the Hirer will take effect) as follows:

4.7.1 30+ days of the Delivery Date, the Cancellation Fee payable by the Hirer shall be 25% of the Total Price;
4.7.2 20-29 days of the Delivery Date, the Cancellation Fee payable by the Hirer shall be 50% of the Total Price;
4.7.3 10-19 days of the Delivery Date, the Cancellation Fee payable by the Hirer shall be 75% of the Total Price; or
4.7.4 0-9 days of the Delivery Date, the Cancellation Fee payable by the Hirer shall be 100% of the Total Price.
provided that any sum previously received from the Hirer in accordance with clause 4.1 will be deducted from the Cancellation Fee.
4.8 The Hirer will not have a right to cancel an Order if Spaces has purchased or sub-hired any Equipment that is specific to the Order and the Total Price will remain payable in full.

5. MAINTENANCE WAIVER

5.1 The Hirer shall pay the sum of 3% of the Rental Value to Spaces at the point of Order by way of a maintenance waiver (Maintenance Waiver) which will be used to clean and keep the Equipment in good repair after the Equipment is returned to Spaces. This sum is included in the Total Price.
5.2 For the avoidance of doubt, the Maintenance Waiver does not cover any loss or damage to the Equipment and this is dealt with in clause 6 below.

6. LOSS OR DAMAGE TO EQUIPMENT

6.1 In the event of any loss or damage to the Equipment (in whole or in part) during the Rental Period, the Hirer will be liable to pay the cost of the replacement value of the Equipment.

7. DELIVERY

7.1 Delivery and collection of the Equipment shall be made by Spaces. Spaces shall use all reasonable endeavours to deliver the Equipment by the Delivery Date. Risk shall transfer in accordance with clause 7.5 of this agreement. Spaces shall collect the Equipment from the Site at the end of the Rental Period (or such other date agreed by the parties in writing).
7.2 A duly authorised representative of the Hirer shall be present at the Delivery of the Equipment and upon collection of the Equipment. Acceptance of Delivery by such representative shall constitute conclusive evidence that the Hirer has examined the Equipment and has found it to be in good condition, complete and fit for purpose.
7.3 In the event that the Hirer has an issue with the Equipment, the Hirer must provide details of any such complaint in writing to Spaces at the time of Delivery or within a period of 12 hours from the completion of the Delivery.
7.4 The Hirer shall provide all requisite materials, facilities, access and suitable working conditions to enable Delivery to be carried out safely and expeditiously.
7.5 If the Hirer fails to accept delivery of the Equipment on the Delivery Date, then, except where such failure is caused by Spaces’ failure to comply with its obligations under this agreement:
7.5.1 the Equipment shall be deemed to have been delivered at 9.00 am on the Delivery Date; and
7.5.2 Spaces shall store the Equipment until delivery takes place, and charge the Hirer for all related costs and expenses (including insurance, and any parking tickets or fines incurred during Delivery).
7.6 Whilst Spaces will endeavour to provide the Hirer with the specific Equipment listed in an Order, each item of Equipment is subject to availability and Spaces reserves the right to provide substitute items of Equipment which are of a materially similar nature to the Equipment detailed in an Order without providing the Hirer with prior notice.
7.7 Spaces shall use commercially reasonable efforts to ensure the that the Delivery and collection of the Equipment is in accordance with the times requested by the Hirer, but Spaces shall not be liable for any losses incurred should a delay be caused by any circumstances beyond Spaces’ control, including but not limited to, road accidents, traffic incidences and obstructions, protests, strikes and/or shortages of labour.

8. TITLE, RISK AND INSURANCE

8.1 The Equipment shall at all times remain the property of Spaces, and the Hirer 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).
8.2 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Hirer on Delivery. The Equipment shall remain at the sole risk of the Hirer during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Hirer (Risk Period) until such time as the Equipment is redelivered to Spaces. During the Rental Period and the Risk Period, the Hirer shall, at its own expense, obtain and maintain the following insurances:
8.2.1 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 Spaces may from time to time nominate in writing;
8.2.2 insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as Spaces 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
8.2.3 insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as Spaces may from time to time consider reasonably necessary and advise to the Hirer in writing.
8.3 The Hirer shall give immediate written notice to Spaces in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Hirer’s possession or use of the Equipment.
8.4 If the Hirer fails to effect or maintain any of the insurances required under this agreement, Spaces 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 Hirer.
8.5 The Hirer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to Spaces and proof of premium payment to Spaces to confirm the insurance arrangements.

9. HIRER’S RESPONSIBILITIES

9.1 The Hirer shall during the term of this agreement:
9.1.1 ensure that the Equipment is kept and used in a suitable environment, used only for the purposes for which it is designed, and in a proper manner;
9.1.2 make no alteration to the Equipment without the prior written consent of Spaces;
9.1.3 not, without the prior written consent of Spaces, 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;
9.1.4 not without the prior written consent of Spaces, 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 Hirer shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify Spaces against all losses, costs or expenses incurred as a result of such affixation or removal;
9.1.5 deliver up the Equipment at the end of the Rental Period at such address as Spaces requires, or if necessary allow Spaces or its representatives access to the Site or any premises where the Equipment is located for the purpose of removing the Equipment; and
9.1.6 not do or permit to be done anything which could invalidate the insurances referred to in clause 8.2.
9.2 The Hirer acknowledges that Spaces 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 Hirer or its officers, employees, agents and contractors, and the Hirer shall indemnify Spaces in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Spaces arising out of, or in connection with any failure by the Hirer to comply with the terms of this agreement.
9.3 The Hirer acknowledges that any measurements or dimensions provided by Spaces in relation to any Equipment may be based on approximate figures and may be subject to change. Consequently, Spaces does not provide any warranties or guarantees in relation to the Equipment fitting into the Hirer’s anticipated location at the Site.

10. LIMITATION OF LIABILITY

10.1 Nothing in this agreement limits any liability which cannot legally be limited including liability for:
10.1.1 death or personal injury caused by negligence;
10.1.2 fraud or fraudulent misrepresentation;
10.1.3 breach of the terms implied by section 7 of the Supply of Goods and Services Act; or
10.1.4 any matter in respect of which it would be unlawful for the parties to exclude or restrict liability.
10.2 Subject to clause 10.1, Spaces’ total liability to the Hirer shall not exceed the Total Price.
10.3 Subject to clause 10.1, Spaces shall not be liable under this agreement for any:
10.3.1 loss of profits;
10.3.2 loss of sales or business;
10.3.3 loss of agreements or contracts;
10.3.4 loss of anticipated savings;
10.3.5 loss of use or corruption of software, data or information;
10.3.6 loss of or damage to goodwill; and
10.3.7 indirect or consequential loss.
10.4 Subject to clause 10.1, Spaces will not be responsible or liable for any personal injury and/or damage to personal property caused by any misuse of the Equipment by the Hirer or any third party.

11. TERMINATION

11.1 Without affecting any other right or remedy available to it, Spaces may terminate this agreement with immediate effect by giving written notice to the Hirer if:
11.1.1 the Hirer fails to pay any amount due under this agreement on the due date for payment;
11.1.2 the Hirer 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 five days after being notified to do so;
11.1.3 the Hirer 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;
11.1.4 the Hirer 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;
11.1.5 the Hirer 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;
11.1.6 the Hirer applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;
11.1.7 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 Hirer (being a company, limited liability partnership or partnership);
11.1.8 an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the Hirer (being a company);
11.1.9 the holder of a qualifying floating charge over the assets of the Hirer (being a company) has become entitled to appoint or has appointed an administrative receiver;
11.1.10 a person becomes entitled to appoint a receiver over all or any of the assets of the Hirer or a receiver is appointed over all or any of the assets of the Hirer;
11.1.11 a creditor or encumbrancer of the Hirer 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 Hirer’s assets and such attachment or process is not discharged within 14 days;
11.1.12 any event occurs, or proceeding is taken, with respect to the Hirer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1.4 to clause 11.1.11 (inclusive);
11.1.13 the Hirer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
11.2 For the purposes of clause 11.1.2, a material breach means a breach of any of the obligations set out in clauses 4, 8 and 9.
11.3 This agreement shall automatically terminate if a Total Loss occurs in relation to the Equipment.

12. CONSEQUENCES OF TERMINATION OR EXPIRY

12.1 On expiry or termination of this agreement, however caused:
12.1.1 Spaces’ consent to the Hirer’s possession of the Equipment shall terminate;
12.1.2 Spaces may, by its authorised representatives, without notice and at the Hirer’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
12.1.3 without prejudice to any other rights or remedies of the Hirer, the Hirer shall pay to Spaces on demand:
(a) the Total Price and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 4.6; and
(b) any costs and expenses incurred by Spaces in recovering the Equipment or in collecting any sums due under this agreement (including any storage, insurance, repair, transport, legal and remarketing costs).
12.2 On termination of this agreement pursuant to clause 11.1, any other repudiation of this agreement by the Hirer which is accepted by Spaces or pursuant to clause 11.3, without prejudice to any other rights or remedies of Spaces, the Hirer shall pay to Spaces on demand a sum equal to the whole of the Total Price 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 Spaces’ reasonable assessment of the market value of the Equipment on sale.
12.3 The sums payable pursuant to clause 12.2 shall be agreed compensation for Spaces’ loss and shall be payable in addition to the sums payable pursuant to clause 12.1.3. Such sums may be partly or wholly recovered from any Damage Waiver.
12.4 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
12.5 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

13.1 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 results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three weeks, the party not affected may terminate this agreement by giving seven days’ written notice to the affected party.

14. ASSIGNMENT AND OTHER DEALINGS

14.1 This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

15. ENTIRE AGREEMENT

15.1 This agreement constitutes the entire agreement between the parties.

16. VARIATION

16.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. NO PARTNERSHIP OR AGENCY

17.1 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.
17.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

18. THIRD PARTY RIGHTS

18.1 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

19. WAIVER

19.1 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.

20. SEVERANCE

20.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
20.2 If any provision or part-provision of this agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. GOVERNING LAW AND JURISDICTION

21.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
21.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.