Terms and Conditions of Service
RIMMS Cloud Based Film and Television Production Tools
Herein is contained the terms and conditions of service intended to govern the hire, purchase and use of hardware elements, portable electronics, software and intellectual property belonging to RIMMS.TV Limited.
1. Definitions and Interpretations
1.1 Within the bounds of the terms and conditions set out herein, unless otherwise stated, these certain expressions are defined by the following meanings:
“The Company” – RIMMS.TV Limited (08917599) - 46 Charmandean Road, Worthing, West Sussex BN14 9NA - VAT Reg : GB 186671075
“The Service” – Any or all of the hardware, electronics and software constituting an offering from the company deemed (by the company) to be a saleable or hireable entity.
“The Software” – The user interface, data infrastructure and functionality of the hireable service provided by the company.
“Customer” – The individual or registered company, who is hiring, buying or licensing the services from RIMMS.TV Limited, subject to these terms and conditions.
“Client Data” – All information and metadata generated by the customer during the use of the services.
“Deposit” – The sum payable under clause 3.1 of these terms and conditions.
“Premises” – The location referred to in the hire contract that is where any hired equipment is delivered/collected from.
“Price List” – The Company’s set fees for itemised sales, hires or services, current at the time of service term.
“Hire Contract” or “Rental Agreement” – The agreement entered into by the company and the client – incorporating these terms and conditions – that shall govern the hire, sale or service.
“Software” – The Service (excluding hardware provision), the source code of the Service, application installation, other third-party software incorporated in the Service, or other software required for the proper operation of the Company’s Service.
“Use” – To copy, install, access, display, run or otherwise interact with the Service.
“Modules” – Software components comprising and determining the functionality of the Service.
“User”, “Authenticated User”, “Account”, “Service User” – An editor, publisher, administrator or otherwise identified and authorised person using the Service, who accesses the management or administrative functions by means of a password and username combination. Such users are required to execute these terms of service both individually and, where applicable, on behalf of the organisation.
“Application” – The specific version and level of the software service (including modules, and where applicable, related deliverables or third-party software applications).
1.2 Unless otherwise stated, or the context requires, each reference in these terms and conditions to:
1.2.1 “writing” or similar cognate expression, includes email, facsimile and hard-copy communication, or similar means,
1.2.2 a “statute” or “provision of a statute” is reference to that statute or provision, as amended or re-enacted at the relevant time,
1.2.3 “These terms and conditions” is a reference to the clauses and agreements in this document and each of the schedules as amended or supplemented at the relevant time,
1.2.4 a Schedule is a schedule to these terms and conditions,
1.2.5 a “clause” or “paragraph” is reference to a specific part of these terms and conditionals (other than the schedules), usually marked by an individual point number for ease of reference, or a paragraph of the relevant schedule,
1.2.6 a “party” or “parties” hereafter refer to the clients and the company bound by these terms and conditions.
1.3 The headings in these terms and conditions are provided for ease of reference only and shall have no effect on the interpretation of any agreement or clause within.
1.4 Words imparting the singular number will include the plural and vice-versa
1.5 References to any gender shall include the other gender
2. Rental Term
2.1 The agreed rental term, or license term will be set out in the hire contract and confirmed by both parties.
2.2 If the Customer wishes to extend the Rental Term they may do so at any time prior to the end of the Rental Term. The Customer must contact the Company to arrange such an extension. The Company shall use its best endeavours to satisfy requests for extensions but cannot guarantee the availability of the Equipment to the Customer beyond the end of the pre-existing Rental Term.
2.3 In the event of a breach in the RIMMS system, that impacts in any way the integrity or security of the service, The Company reserves the right to recall the Equipment immediately. If the Company exercises this right, the Customer will be reimbursed for any and all days remaining in the Rental Term, or will be issued immediately with replacement Equipment of the same type or of the closest type thereto, at no additional cost.
2.4 In the event of a breach in the RIMMS system, that impacts in any way the integrity or security of the service The Company reserves the right to recall the Service immediately. In the event that the Company exercises this right, the Customer will be reimbursed for any and all days remaining in the Rental Term and will be granted full access to all client data relevant to their use of the Service at the time.
3.1 The Customer may be required to pay a refundable deposit to the Company prior to receipt of the equipment or Service, or prior to the commencement of the rental term. The sum of the deposit will be set out in the hire contract.
3.2 At the end of the rental term, the Company shall be granted one calendar week in which to inspect the equipment. If the Equipment only requires cleaning and / or maintenance which is the result of normal wear and tear the Customer will receive the Deposit back in full at the end of the inspection period. In the event that additional cleaning and / or maintenance is required in the Company’s reasonable opinion; the Company shall retain the Deposit in full or in part as appropriate and shall provide the reasons for such retention to the Customer in writing, including all relevant calculations and pricing information.
4. Fees and Payment
4.1 In all situations, the payment amount is calculated in accordance with the current pricing structure implemented by the Company and determined by the amount of equipment required, the duration of the rental period, the required functionality and any custom components or commissioned elements, technologies and services. The pricing structure is available on written request but cannot and shall not be required to specify or detail elements beyond the accepted ‘normal’ rental or service items. For example, should a customer require additional apparatus in order that the service can be provided for their specific situation, a quote shall be calculated based on the cost to the company of implementing said additional equipment, plus the associated labour costs.
4.2 The Customer agrees to provide the Company with complete and accurate billing and contact information, and to pay all fees and charges as they become due and payable.
4.3 If any authority should impose a duty, tax, levy or fee upon the service, the Customer agrees to pay the amount specified or provide the company with valid exemption documentation.
4.4 Any discounts offered by the Company, or special exceptions to pricing as part of a reward, offer or deal must remain confidential and not be disclosed to any third party especially in the case when a quotation or pricing agreement is signed by a director of the Company. Failure to comply with this term may result in the revocation of discounts and rewards, at which point the Company reserves the right to demand the full amount for the service or rental (with no discounts or rewards in place).
4.5 If the Customer believes that an invoice submitted by the Company for payment is incorrect, the Customer is granted thirty days from the invoice date to contact the Company in writing in order to be eligible to receive an adjustment or credit.
4.6 Whether responsible for payment or not, the Customer hereby acknowledges and accepts that payment control mechanisms form part of the service, and that the Company reserves the right to exercise, at its discretion, these mechanisms when a customer account should become delinquent.
4.7 Unless otherwise stated in the rental agreement and any quotes, the Company provides service pricing in Great British Pounds Sterling (GBP) for Customers in the United Kingdom and worldwide. It is required that invoices are settled in the currency stated upon the invoice and no foreign exchange differences or fluctuations may arbitrage these currencies and service pricing.
5. Delivery, Installation and Collection of Hardware
5.1 Following the receipt by the Company of the Deposit and any required Rental Fees, the Company shall deliver the Equipment to the Premises on the agreed date, as set out in the Hire Contract.
5.2 The Company shall use its best endeavours to ensure that delivery is made on time but shall not be liable for any failure to do so on the part of couriers or other third-party delivery agents, provided that the Company shall use its best endeavours to rectify any failure itself or by other means as soon as possible.
5.3 The Customer or a suitable authorised representative must be available at the Premises at the time of delivery in order to sign for the Equipment. In the event that the Customer fails to comply with the provisions of this sub-clause 5.3, it shall be deemed to have accepted delivery of the Equipment, assumed responsibility thereof and shall not have the right to subsequently dispute the facts of the delivery.
5.4 In the event that the Company is unable to deliver the Equipment due to the Customer’s absence from the Premises (along with that of any authorised representatives) additional delivery charges will be incurred for any necessary re-delivery. Any such additional charges shall be borne by the Customer.
5.5 Certain items of Equipment may require specialist installation. Unless specifically authorised to do so by the Company in writing the Customer may not undertake such installation. Installation of the Equipment shall be the responsibility of the Company. All costs of installation and subsequent removal shall be incorporated into the quote and rental agreement.
5.6 At the end of the Rental Term, and on a mutually agreed collection date, the Customer shall ensure that all of the Equipment is available for collection by the Company.
5.7 In the event that any Equipment is unavailable for collection on the agreed date, the Customer shall be required to pay the relevant Rental Fees for the missing items, up to and including the day that they are returned to the Company (at the Customer’s expense). If those items should not be available for collection owing to loss or destruction, the Customer shall be required to pay the cost of replacement, in accordance with the Company’s then current Price List.
6. Use and Care of Equipment
6.1 Equipment is provided for the sole purpose of facilitating the use of the services provided by the Company. The Customer is not permitted to use equipment and articles provided for purposes other than those included in the rental agreement unless otherwise agreed in writing prior to the commencement of the Rental Period.
6.2 The Customer may only use the Equipment provided for legal and legitimate purposes.
6.3 All Equipment must be used in accordance with any and all operational and safety instructions provided to the customer by the Company, extending to similar documentation provided, such as risk assessments.
6.4 Certain items of Equipment may require specialist-training prior to use. The Customer must ensure that such training is provided to all employees (and any other relevant individuals for whom it may be responsible) that will use the Equipment during the Rental Term.
6.5 The Customer may only affix or connect other items to the Equipment where such affixation does not exceed the design limitations of the Equipment and is not likely to damage it in any way. In the most part, any necessary fixings or mounts shall be provided by the Company free of charge and similarly bound by the terms of the rental agreement.
6.6 The Customer may not affix the Equipment to anything unless using fixings approved and supplied by the Company.
6.7 The Customer shall at all times treat the Equipment with a reasonable level of care and shall ensure that it is kept clean and out of the way of objects or substances that are generally known to cause damage to electronic equipment, such as water. The Company demands the preceding, subject always to reasonable levels of wear and tear.
6.8 The Customer may not remove Equipment from the Premises without the prior or written consent of the Company. This prohibition does not extend to iPads, iPad Minis, their provided accessories, and other mobile devices.
7. Rights and Ownership of System Software and Application Software
7.1 The Software constituting the Service is owned by the Company and is copyrighted and licensed under subscription, not sold. The Company does not transfer any ownership rights during the rental period or at any other time, and reserves all rights not expressly granted or required by law.
7.2 For the rental period The Company grants The Customer a revocable, non-exclusive, non-transferable, worldwide right to use the service, when the Customer agrees to the terms and conditions outlined in this document.
8. Use of Software
8.1 The software Service is offered as part of a pre-agreed package defined by the Rental Agreement. The customer is permitted to use the modules of the software afforded by the Rental Agreement and subject to the adherence to these terms and conditions.
8.2 Unless expressly instructed or permitted in writing by at least two of the directors of the Company – detailing the nature of the exception – the Customer, or any individual granted access by the Customer, may not at any time allow a third party to:
8.2.1 Reverse-engineer, decompile, disassemble, or alter the Software service or any of its components, or otherwise make attempts to discover the source code of the software service;
8.2.2 Transfer, sub-license, sell, rent, lease, lend, duplicate or otherwise translate or transpose the Software service;
8.2.3 Appropriate any of the ideas, features, functions or graphics from the software service for any purpose, at any time in future, including (but not limited to) development of a similar service;
8.2.4 Provide access or facilitate access to the Service for, or to, an existing or known potential direct competitor;
8.2.5 Remove or obscure any trademarks, notices, source code or components that appear as part of the Service;
8.2.6 Use the Service for a purpose where the failure of the Service or a part of the Service could lead to personal injury, death or severe physical or environmental damage;
8.2.7 Tamper with or attempt to bypass functionality that operates to enforce this agreement, including the prevention of software piracy, unauthorised use, or to enforce the module restrictions and/or rental period of the Service;
8.2.8 Use, post, transmit or introduce any software, routine or device that interferes or attempts to interfere with the operation, integrity or performance of the Service, or attempts to gain unauthorised access to the Software;
8.2.9 Use the Service to track, collect, or otherwise use personally identifiable information that is in breach of privacy laws or in breach of the jurisdiction granted to you by these terms and conditions;
8.2.10 Knowingly store infringing, obscene, threatening, libellous or otherwise unlawful or tortuous material, including material harmful to children or violating third party privacy rights;
8.2.11 Knowingly send or store material containing software viruses, worms, or other harmful computer code, files, scripts, agents or programs.
8.3 It is required that you
8.3.1 Operate the Service under the terms of this agreement and in a manner consistent with the instruction and training received prior to the commencement of the rental period;
8.3.2 Comply with all applicable laws and regulations in your use and access of the Service;
8.3.3 Protect your password(s) and take responsibility for all activities that occur under your account(s);
8.3.4 Notify RIMMS support or an authorised and valid representative immediately upon learning of any misuse of your account or similar breach of security;
8.3.4 Consent to access of the software service by RIMMS support staff for the purpose of maintaining, improving or providing assistance with the Service;
8.3.5 Publish and reproduce only such material as you are legally permitted and authorised to publish, and remove any unauthorised, unlawful or disputed content;
8.3.6 Acknowledge and consent to the Company’s right to suspend or terminate this agreement and your access to the Service should your account become delinquent (fall into arrears).
9. Software Warranties and Representations
9.1 The Company warrants that the Service will, under normal use and circumstances, perform substantially in accordance with our description of the Service for the specified rental level. This warranty is valid during the Rental Period and does not apply if the failure has resulted from a Customer’s material breach of the agreement, or the actions of a third party provided that the Company shall use its best endeavours to remedy failure caused by a third party or Customer. In these cases, if requested in writing, the Company shall either repair the fault or refund the price paid for the Service. To the maximum extent permitted by law, this is your exclusive remedy for any failure.
9.2 The Service is provided 'as is' and to the full extent permitted by law, we disclaim and exclude all representations, warranties and conditions, whether express, implied or statutory, other than those identified expressly in this agreement, including but not limited to warranties, timeliness, quality, accuracy, merchantability and fitness for purpose.
9.3 The Company may choose to make improvements or changes to the Service at any time, with or without notice, provided there is no interruption to service. Whilst the Company agrees to make every reasonable provision to ensure the correct and complete functioning of the software service, other than as expressly identified in this agreement, the Company does not represent or warrant that the Service will be uninterrupted or error free in totality. In the case of user error or tampering, the Company cannot and does not warrant or represent that the use of the Service will be correct, accurate, timely or otherwise reliable in totality.
9.4 The Customer specifically agrees that the Company shall not be responsible for the unauthorised access to, or alteration of, any data stored in the Service but has, and will continue to, put in place precautions and protections against such tampering, including SSL encryption, firewalls and password protection.
9.5 The Company does not guarantee that the Service will be operable at all times, primarily but especially when down time is caused by outages to public internet backbones, networks or servers, failures of customer equipment, or failure in local access. The same applies when outages are caused by events beyond our control, including but not limited to strikes, riots, insurrection, fires, floods, explosions, war, government action, labour conditions, earthquakes, natural disasters, or interruptions to internet services in an area where the Company or Customer’s servers are located. Additionally, when necessary, scheduled maintenance may be undertaken as an emergency and may affect the Service. In all cases that do not require immediate action, the Company shall undertake to perform any maintenance at a time that will cause minimum or zero inconvenience for customers in current use of the Service.
10. Intellectual Property Ownership
10.1 The Company alone (and component licensors where applicable) own all right, title and interest, including all intellectual property rights that comprise the Service. This agreement does not constitute a sale, and does not convey any transfer of property or rights. The Company retains all service ownership, copyright, moral rights and other intellectual property rights pertaining to all components of the Service unless otherwise stated or exempted in writing and signed by a Director of RIMMS.TV Limited. All rights not expressly granted to the Customer in this agreement are hereby expressly reserved and retained by the Company without restriction.
10.2 The Company provides support and feedback mechanisms to improve service quality. The use of any such mechanism, or the offering of ideas, suggestions, requests, feedback or other similar recommendations, whether solicited or not, are not guaranteed to be confidential and will become the sole property of the Company without compensation or attribution.
10.3 The Company does not own any data, information, or material that is submitted, stored or published during the course of using the Service. The sole responsibility for the accuracy, quality, integrity, legality, reliability, and usage rights for all such material rests with the Customer. The Company shall not be responsible or liable for any accidental deletion, corruption, destruction, damage, loss or failure to store any such material by the Customer. In the event of termination, the Company shall make available within 30 days, upon request, a file or files of customer material in the available condition at the time of the request.
11. Client Data
11.1 Client Data remains the exclusive and proprietary property of the Customer, and the Company makes no claim to any ownership of it. Furthermore, the Company does not acquire any ownership or other rights in relation to Client Data, except that the Customer grants the Company permission to access its Client Data for the sole purposes of carrying out its obligations under this Agreement.
11.2 The Company shall comply with the requirements in respect of Client Data use and processing set out in the Endemol Shine Group Data Policy.
11.3 The system, constituent code and all data including client data is hosted in a single, primary UK data center and is backed up incrementally on a daily basis, and fully on a weekly basis. Data is also mirrored in real-time to a separate UK data center to ensure full and timely restoration of all Customer and Client data in the event of a catastrophic failure of the primary data center.
12. Confidential Information
12.1 For the purposes of this clause, the following definitions shall apply:
“Disclosing Party” means the party who discloses confidential and proprietary information to the other party;
“Receiving Party” means the party who receives the confidential and proprietary information from the Disclosing Party.
12.2 Confidential Information is defined as:
12.2.1 The terms of this Agreement including the pricing and other terms reflected in all financial and technical information, product designs, business and marketing plans and business processes.
12.2.2 All confidential and proprietary information of a Disclosing Party, disclosed to the Receiving Party, (whether orally or in writing) that is clearly identified - at the time of disclosure - as confidential.
12.3 Confidential Information shall not include information which:
12.3.1 Is known publicly;
12.3.2 Is generally known in the industry before disclosure;
12.3.3 Has become known publicly, without fault of the Receiving Party, subsequent to disclosure by the Disclosing Party;
12.3.4 The Receiving Party becomes aware of from a third party not bound by non-disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party. Without limiting the foregoing, Client Data is considered the Confidential Information of the Customer.
12.4 Both The Company and the Customer (as receiving parties with respect to data and confidential information) agrees:
12.4.1 To keep all Confidential Information disclosed to it by the other party;
12.4.2 Not to use or disclose the Confidential Information of the Disclosing Party except to the extent necessary to perform its obligations or exercise rights under this Agreement, except with the Disclosing Party’s prior written consent;
12.4.3 To protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising reasonable care in the protection of such Confidential Information) and to make Confidential Information available to authorized persons only on a “need-to-know” basis. Either party may disclose Confidential Information on a need-to-know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and to use it only in facilitating the performance of their services in connection with the performance of this Agreement.
Notwithstanding the foregoing, this Section will not prohibit the disclosure of Confidential Information to the extent that law or order of a court, or other governmental authority or regulator may require.
13. Limitations and Liabilities
13.1 To the maximum extent permitted by law, the Company’s liability for direct damages will be limited to the amount paid for the Service as prescribed by the Rental Agreement. The limitation contained in this paragraph will not apply with respect to
13.1.1 The Company’s obligations to defend third party claims of patent, copyright, trademark or intellectual property infringement;
13.1.2 The Company’s liability for gross negligence or wilful misconduct, to the extent caused by the Company and awarded by a court of final adjudication;
13.1.3 The Company’s confidentiality obligations;
13.1.4 The Company’s breach of any provisions of this agreement relating to the Data Collection or breach of any legislation or statute relating
to including without limitation The General Data Protection Regulation (Regulation (EU) 2016/679) and any amendment thereto.
13.2 To the maximum extent permitted by law, the Company shall not be liable to any claimant for any indirect, special, punitive, consequential or incidental damages whether based on a claim or action of contract, warranty, negligence, strict liability (or other tort), breach of any statutory duty, indemnity or contribution or otherwise even if the Company has been advised of the possibility of such damages.
13.3 The Company shall not be liable for any personal injury or damage to property or third party equipment that results from the improper use of the Equipment provided by The Company.
13.4 The Company shall not be liable for any other loss or damage arising out of circumstances beyond its control, including but not limited to strikes, riots, insurrection, fires, floods, explosions, war, government action, labour conditions, earthquakes, natural disasters, or interruptions to internet services in an area where the Company or Customer’s servers are located. Nor will the Company accept liability for the wellbeing of equipment belonging to any third party should damage occur owing to user or customer fault.
13.5 No clause in these terms and conditions is to act to restrict the Company’s liability for death or personal injury when it arises out of any act or omission on the part of the Company.
14. Data Protection and Privacy
14.1 The Company will not share the Customer’s Client Data with any third party for any reason unless at the specific request of the Customer. Such data will only be collected, processed and held in accordance with the Company’s rights and obligations as defined by the provisions and principles of The General Data Protection Regulation (Regulation (EU) 2016/679).
14.2 The Company warrants and confirms that it shall encrypt all data transfer between the server and the Equipment. All data stored on the server(s) shall be kept safely and securely, and the Company confirms that it shall not make use, disseminate and/or share any of the personal data uploaded by the Customer onto the Equipment and/or the Company's server(s), nor contact or market to any of the individuals whose personal data is collected by the Customer through the use of the Service.
14.3 The Company further confirms that it shall delete all data and/or information provided to it by the Customer from its Equipment, server(s) and/or any other servers holding the data/information within 14 days of a written request from the Customer to do so.
14.4 In addition to the above - the Company accepts and acknowledges that the contracts provided to it by the Customer for uploading onto the Equipment are confidential. The Company confirms it shall not use, disseminate and/or distribute the contracts to any other third party and shall treat the terms of the contract with the utmost confidentiality.
14.5 By accepting the terms of service, it is agreed that the Company shall store The Customer’s contact information and reserves the right to send important service communication at its absolute discretion, but in accordance with 14.2 will never send such service communication to persons whose personal information has been collected by The Customer using the Service.
14.6 For the duration of the rental period, the Customer is granted license to promote the nature of the Service by all means. If the Customer should choose to provide a testimonial after using the products and/or services, this testimonial – along with the Customer’s business name – is offered by the Customer on the understanding that it may be used in online and printed material for the purposes of marketing. The Company may also occasionally seek permission from the Customer to reference their name in such marketing material(s) when a testimonial has not been offered, although the Customer retains the right to decline such requests.
15. Equipment Maintenance and Upgrades
15.1 The Customer shall not make any attempt to make any repairs to the Equipment without the prior written consent of the Company. When the Company is contacted in this regard it shall have the option of repairing the Equipment itself or granting the Customer permission to make the necessary repairs. The cost of such repairs shall be borne by either the Company or the Customer, the responsibility being determined by the reasons for those repairs.
15.2 The Customer is not permitted to perform any hardware upgrades to the Equipment of any kind without the prior written consent of the Company. Where such upgrades are provided by the Company, the hardware concerned shall remain the property of the Company. If the Customer uses their own hardware it must be replaced with the original hardware prior to the collection of the Equipment at the end of the Rental Term.
15.3 The Customer is at no point permitted to perform software updates without the express written consent of the Company. Failure to comply with this requirement may result in the termination of the Service as well as degrading the Service for the Customer’s own use, and that of other customers.
15.4 In the event of any Equipment failure, the Customer shall inform the Company of such failure in writing by email to firstname.lastname@example.org. The Company will use its best and reasonable endeavours to respond within 12 hours.
15.5 The Company shall maintain the Equipment to the standards specified by the relevant manufacturers. Only official parts (those produced or recommended by the manufacturer of that particular piece of Equipment) shall be used for maintenance and repair work.
15.6 All parts that cannot be described as consumables that may require replacement during the Rental Term shall be replaced free of charge by the Company provided that such replacement is necessitated by nothing more than normal wear and tear. Additional damage may result in the Customer being charged for the cost of replacement parts and associated labour.
15.7 The Software service includes functional upgrades and ad hoc maintenance upgrades at no additional charge, including relevant training and transitional services subject to the terms of this agreement.
15.8 Where authorised to act on behalf of the entity that acquired the Service, the Customer may elect to upgrade its service or add additional functionality at any time, for payment of the pro-rata difference in scheduled fees.
16.1 The Company may offer equipment and cancellation insurance cover as part of the Rental for a premium. In the event that the Customer opts to purchase the Company’s insurance, the Equipment shall be insured by the Company as part of the Rental. This insurance cover provides for the following:
16.1.1 Damage to the equipment caused by fire and flood;
16.1.2 Accidental damage to the Equipment
16.1.3 Theft of the Equipment, (provided that reasonable precautions have been taken to secure the Equipment);
16.1.4 Cancellation of the Hire Contract prior to the commencement of the rental term, provided that the rental fee has been paid in full. In the event of such cancellation, the Customer shall be due a full refund of the rental fee less the insurance cover premium,
16.1.5 Early termination of the Hire Contract provided that the rental fee has been paid in full. In the event of early termination by the Customer, the Customer shall be due a refund of the rental fee proportional to the remaining rental term, less the insurance cover premium.
16.2 The insurance cover provided in this clause shall not cover malicious damage or damage cause by negligence on the part of the Customer.
16.3 In the event of any claim, the excess attracted as stipulated in the Hire Contract shall become immediately due and payable by the Customer.
16.4 In the event that the Company does not offer insurance to the Customer, or the Customer chooses not to purchase the Company’s insurance cover, the Customer accepts full responsibility to fully and comprehensively insure the Equipment against loss, damage and theft. The value stated for the Equipment shall be made available on request.
16.5 In the case stated in 16.4, the customer shall be required to present and supply proof of such insurance to the company upon demand. The Company reserves the right to delay or cancel delivery until such proof can be provided.
16.6 The Company shall not provide any form of data loss insurance. If the Customer opts to obtain such insurance, it shall remain the sole responsibility of the Customer to do so and ensure its relevance and level of cover.
17.1 Where the Customer is an individual, the Company shall be entitled to terminate the hire contract in the event that
17.1.1 The Customer is in uncured breach of these Terms and Conditions;
17.1.2 The Customer has had their personal belongings confiscated in order to satisfy debts;
17.1.3 The Customer has a receiving order made against them.
17.2 Where the Customer is a company, the Company shall be entitled to terminate the hire contract in the event that:
17.2.1 The Customer is in uncured breach of any material term contained herein;
17.2.2 The Customer goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
17.3 In the event of termination for any of the above reasons, all payments, for services to the date of termination, required under the Hire Contract shall become due and immediately payable, and the Company shall have the right to request the immediate return of the Equipment or repossess the Equipment, reserving the right to charge the Customer for any reasonable costs incurred in such repossession.
17.4 Once the Hire Contract is terminated for any reason, the Customer must cease to use the Service unless instructed otherwise in writing by one of the directors of the Company.
17.6 Upon termination for any reason and by either party, Company shall provide the Customer with a file or files of client data in an industry standard format within thirty days of termination.
18. No Waiver
18.1 No failure by either the Company or the Customer to enforce the performance of any provision in these Terms and Conditions shall constitute a waiver of the right to subsequently enforce that provision or any other provision of these Terms and Conditions. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
19.1 If any provision of this agreement is held to be illegal, invalid or unenforceable, the remaining provisions shall remain in force and effective, and the parties shall amend the agreement to give effect to the stricken clause to the maximum extent possible.
20. Modifications to the Terms and Conditions
20.1 The Company reserves the right to change or modify any of these terms and conditions set out in this document at any time by making the updated terms and conditions available on its website or on request, and requiring the renewed acceptance of the Customer.
21. Force Majeure
21.1 To the extent that either party’s performance is prevented or restricted for reasons beyond that party’s control, then that party shall not be liable, provided that all reasonable performance is resumed as soon as practical after the cause no longer exists.
22.1 Provisions regarding service use, restrictions on use, warranty, limitation or liability, confidentiality and intellectual property shall survive the termination of this agreement.
23.1 This agreement is non-exclusive
24. Applicable Law
24.1 This agreement is entered into within the jurisdiction of the United Kingdom. The Customer hereby agrees and accepts that all matters, including all disputes, shall be governed and construed in accordance with the laws of the United Kingdom, and additionally agrees to waive any objection to such a jurisdiction or venue.
25.1 All notices, requests and communications pertaining to this agreement must be sent by email to email@example.com. Alternatively, notices may be sent by post or courier to the Company’s normal business address.
17.5.1 The Customer may terminate this Agreement forthwith by notice in writing to the Company if the Company is in material breach of this Agreement and shall have failed to remedy such breach within 2 working days of receipt of a request in writing from the Customer to remedy the breach, or the Company becomes insolvent. In the event of such termination hereunder, the Company shall refund the Customer the full amount paid for the Service as detailed within the rental agreement
17.5.2 The Hire Contract may, at any time, be terminated by the Customer. Upon termination, the Company shall cease to provide the software service, and seek to repossess equipment relating to the Service. In this case the Customer will not be entitled to any refunds of fees, and any amount due for the remainder of the Hire Contract shall become immediately payable.
26.1 Neither party may assign this agreement in whole or in part without the written consent of the other.