FALLBACK RENTALS Ltd rental agreement
This FALLBACK RENTALS LTD rental agreement is agreed and entered into by the parties on the date of booking payment in full by the client.
Commencement Date: details Upon confirmation of booking
SUPPLIER
Name: Fallback Rentals Ltd
Address: Unit N202 Vox Studios, 1-45 Durham Street, London, England, SE11 5JH
Client
Name: details upon confirmation of booking
(each a "party", together the "parties")
hire DETAILS
Equipment/services/Charges/pickup Date: details upon confirmation of booking
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
Agreement means this FALLBACK RENTALS LTD rental agreement, including the hire Details and any Attachments annexed to it.
Business Day means any day that fallback rentals Ltd is open for business, Monday-sunday.
Charges means the fees payable by the Client to fallback rentals ltd for the hire of the Equipment, as set out in the hire Details.
Confidential Information means all data or information (whether technical, commercial, financial or of any other type) in any form acquired under, pursuant to or in connection with, this Agreement and any information used in or relating to the business of the parties (including information relating to the parties’ products (bought, manufactured, produced, distributed or sold), services (bought or supplied), operations, processes, formulae, methods, plans, strategy, product information, know-how, design rights, trade secrets, market opportunities, customer lists, commercial relationships, marketing, sales materials and general business affairs), and which are for the time being confidential to the disclosing party.
Contract Details means the core terms of this Agreement as listed on the front pages of this Agreement.
Delivery Address has the meaning given in the hire Details.
Delivery Date has the meaning given in the hire Details.
Equipment means the equipment being hired by fallback rentals ltd to the Client under this Agreement, as set out in the hire Details.
Hire Period means the period from the Commencement Date until termination or expiry of this Agreement, during which the Client hires the Equipment from fallback rentals ltd.
1.2 In this Agreement:
1.2.1 clause, schedule and paragraph headings shall not affect the interpretation of this Agreement;
1.2.2 references to statutes, regulations or other legislation or enactments referenced herein shall be deemed to be references to that enactment as amended, supplemented, re-enacted or replaced from time to time;
1.2.3 the words include, including and similar words or expressions will not limit the meaning of the words that come before them; and
1.2.4 reference to writing or written includes e-mail but not any other form of electronic communication.
2. HIRE PERIOD
2.1 This Agreement shall commence on the date it is agreed to by the Client and shall continue for ("Initial Term"), unless terminated earlier in accordance with the terms of this Agreement. Following the Initial Term, this Agreement will automatically terminate unless otherwise agreed in writing between the parties prior to the end of the Initial Term
2.2 fallback rentals ltd shall hire the Equipment to the Client from the Commencement Date and for the remainder of this Agreement ("Hire Period").
3. EQUIPMENT AND DELIVERY
3.1 Subject to the terms and conditions of this Agreement, fallback rentals ltd shall hire the Equipment to the client for the Hire Period.
3.2 fallback rentals ltd shall use all reasonable endeavours to deliver the Equipment to the Client at the pickup Address on the pickup Date and time.
3.3 The Client shall ensure that it has an authorised representative present for the pickup of the Equipment. pickup by such representative shall constitute conclusive evidence that the Client 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.
3.4 In the event that the Client does not pickup the Equipment on the pickup Date for any reason:
3.4.1 the Equipment booking shall be canceled and the client will receive a 75% refund for expenses paid (if any) to Fallback Rentals Ltd prior to the pickup date.
4. CUSTOMER RESPONSIBILITIES
4.1 During the Hire Period, the Client shall:
4.1.1 provide all assistance to fallback rentals ltd in meeting its obligations under this Agreement;
4.1.2 keep the Equipment in a safe and suitable operating environment;
4.1.3 use the Equipment only for the purpose which it is designed and in accordance with any operating instructions provided by fallback rentals ltd from time to time.
4.2 The Client shall not:
4.2.1 without the express prior written consent of fallback rentals ltd, 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;
4.2.2 modify or alter the Equipment in any way;
4.2.3 do or allow to occur anything which might adversely affect fallback rentals ltd’s right, title or interest in the Equipment; or
4.2.4 connect or attach the Equipment to any land or buildings so as to cause the Equipment to become a permanent or immovable fixture on such land or building.
4.3 The client shall notify fallback rentals ltd immediately in the event that any loss, accident or damage to the Equipment occurs whilst the Equipment is in the Client’s possession.
4.4 The Client shall allow fallback rentals ltd, on reasonable notice, to attend its premises during working hours in order to inspect the Equipment and audit the Client's compliance with this Agreement.
5. CHARGES AND PAYMENT
5.1 fallback rentals ltd shall issue invoices in respect of the Charges to correspond to the frequencies set out below:
the amount of £(upon confirmation of bookig) to be paid on or before the pickup date
5.2 All Charges on the invoice are exclusive of value added tax (“VAT”). Vat will be calculated at the bottom of the invoice.
5.3 If the client fails to make any payment due to fallback rentals ltd under this Agreement by the due date for payment, then the booking will be canceled.
5.4 Neither party may withhold payment of any amount due to the other because of any set-off, counter-claim, abatement, or other similar deduction.
6. late fees
6.1 if the the client fails to drop off a booking within 24 hours of the agreed upon drop off date and time, and with no alternate agreement from fallback rentals, the client will incur a charge equal to the daily rate of the clinet’s booking recurring every 24 hours until the booking has been returned to fallback rentals.
7. TITLE AND RIGHTS
7.1 Risk of loss and damage to the Equipment shall pass to the client upon pikcup of the Equipment on the pickup date.
7.2 Ownership and title to the Equipment (and any rights therein) shall remain at all times with fallback rentals ltd 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).
8. INDEMNITY
8.1 The client shall indemnify and hold harmless fallback rentals ltd from and against all liabilities, costs, expenses, damages and losses (including all direct, indirect and consequential losses, loss of profit and loss of reputation and the cost of defence, settlement amounts and reasonable legal charges) suffered or incurred by the Client, arising out of or in connection with any damage or loss caused to the Equipment during the Hire Period.
9. INSURANCE
9.1 During the Hire Period, the Client shall obtain and maintain the following insurances, at its own cost:
9.1.1 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;
9.1.2 insurance against such other or further risks relating to the Equipment as may be required by law.
9.2 The Client shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to fallback rentals ltd to confirm the insurance arrangements.
10. LIMITATION OF LIABILITY
10.1 Neither party excludes nor limits any liability for:
10.1.1 personal injury (including sickness and death) to the extent that such injury results from the negligence or wilful default of a party or its employees;
10.1.2 fraud or fraudulent misrepresentation; or
10.1.3 any other liability to the extent it cannot be excluded or limited by law.
10.2 fallback rentals ltd shall not be liable for:
10.2.1 any loss of profits, anticipated profits, revenues, anticipated savings, loss of data, business interruption, loss of use, loss of contracts, loss of management time, loss of goodwill and reputation, or loss of business opportunity (in each case, whether direct or indirect);
10.2.2 any indirect, incidental, punitive, exemplary, or consequential damages arising out of or in connection with this Agreement, even if fallback rentals ltd has been advised of the possibility of such damages.
10.3 Subject to the remainder of this clause 9, aggregate liability, whether in contract or tort (including negligence) or otherwise, will in no circumstances exceed the total amount of Charges paid or payable under this Agreement.
10.4 The liability cap set out in clause 9.3 shall not apply to the indemnity provided under clause 7.
10.5 Both parties accept that the limitations and exclusions set out in this Agreement are reasonable having regard to all the circumstances.
11. TERMINATION AND ITS CONSEQUENCES
11.1 Either party may terminate this Agreement at any time for any reason by providing no less than 7 days written notice to the other party.
11.2 Either party may, without affecting its other rights under this Agreement, by notice in writing to the other party immediately terminate this Agreement if the other:
11.2.1 is in material or persistent breach of any of its obligations under this Agreement and if that breach is capable of remedy and the other has failed to remedy that breach within 5 days after receiving written notice requiring it to remedy that breach; or
11.2.2 is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction; or
11.2.3 ceases or suspends, or threatens to cease or suspend, the carrying on of any part of its business.
11.3 In the event of termination of this Agreement for any reason, each party will within 30 Business Days of such termination return (or, at the other party’s option, destroy) all the other party's Confidential Information in its possession or under its control and all copies of such information.
11.4 On expiry or termination of this Agreement for any reason, the Client shall immediately cease use of the Equipment and shall:
11.4.1 at its own cost, either deliver the Equipment to fallback rentals ltd or its nominees at such location as fallback rentals ltd may notify to the Client, or make it available for collection by fallback rentals ltd or its nominees; and
11.4.2 immediately pay all outstanding Charges.
11.5 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.
12. GENERAL
12.1 Third party rights: For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any rights or remedy of such a person that exists or is available apart from that Act.
12.2 Costs: Each party is responsible for its legal and other costs in relation to the preparation and performance of this Agreement.
12.3 Survival of terms: The parties intend the following terms to survive termination: clauses 1, 5, 6, 7, 9, 10, 11 shall survive termination of this Agreement and all other clauses required for their interpretation.
12.4 Relationship of the parties: The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
12.5 Assignment and other dealings: No party may assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the other party’s prior written consent or except as expressly permitted in this Agreement.
12.6 Entire agreement: This Agreement contains the whole Agreement between the parties relating to its subject matter and supersedes any prior Agreements, representations or understandings between them unless expressly incorporated by reference in this Agreement. Each party acknowledges that it has not relied on, and will have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
12.7 Variation: No amendment or variation of this Agreement will be valid unless agreed in writing by an authorised signatory of each party.
12.8 Severability: If any clause in this Agreement (or part of a clause) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part of it) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this agreement as soon as possible.
12.9 Waiver: No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
12.10 Notices: Notices under this Agreement must be in writing and sent to the other party's address or email address, as set out in the Contract Details. Letters sent in the United Kingdom will be deemed delivered 3 Business Days (excluding English Bank Holidays), after sending. Emails will be deemed delivered the same day (or the next Business Day, if sent on a non-business day or after 5pm on any Business Day at the recipient's location).
12.11 Counterparts: This Agreement may be signed in any number of counterparts and by the parties on separate counterparts, each of which when signed and dated will be an original, and such counterparts taken together will constitute one and the same agreement. This Agreement will not be effective until each party has signed one counterpart.
12.12 Governing law and jurisdiction: This Agreement is governed by the laws of England and Wales. All disputes under this Agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.