Terms & Conditions

MARBLEGROVE UK LIMITED T/A BACKGROUNDS

EQUIPMENT HIRE TERMS AND CONDITIONS

These Terms and Conditions (together with the documents referred to) will govern the contract formed between Marblegrove UK Limited and the Customer for the hire of the Equipment and/or Styling Services, and shall apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing


DEFINITIONS AND INTERPRETATION

1.1 In these Terms and Conditions, the following definitions apply:

Acknowledgement of Order: the acknowledgement issued by Backgrounds to notify the Customer of the terms under which the Customer Request has been accepted.

Backgrounds: the trading name of Marblegrove UK Limited.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Contract: the contract formed between Backgrounds and the Customer as set out in clause 2 for the hire of Equipment in accordance with these Terms and Conditions.

Customer: the person or firm who hires the Equipment from Backgrounds.

Customer Request: has the meaning set out in clause 2.4

Delivery Costs: all fees and expenses associated with the delivery of the Equipment to the Customer and/or collection from the Customer.

Delivery Location: the location to which the Equipment is to be made available to the Customer as set out in the Acknowledgement of Order or such other location as is agreed between the parties in writing. 

Equipment: the props, backgrounds, products and/or other equipment (including straps and bags) set out in the Acknowledgement of Order, including the Packaging Materials.

Extended Hire Period: has the meaning set out in clause 5.2.

Extended Hire Period Fee: the fees payable by the Customer for any Extended Hire Period.

Force Majeure Event: an event or circumstance beyond a party's reasonable control including but not limited to terrorist attack, civil war, any breakdown, interruption, failure or disruption of any communications, and/or banking systems, civil commotion or riots, war, threat of or preparation for imposition of sanctions, embargo, breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, any labour or trade dispute, strikes, industrial action or lockouts.

Hire Period: the period of hire as set out in clause 5.

Hire Price: has the meaning given to it in clause 13.1.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Marblegrove UK Limited: Marblegrove UK Limited, a company incorporated in England and Wales with company number 04807114, whose registered office is at 48 Bunning Way, London, N7 9UP.

Maximum Hire Period: has the meaning given to it in clause 5.1.

Packaging Materials: the packaging materials used by Backgrounds to package up the props in order to make the Equipment available to the Customer at the Delivery Location.

Planned Pick Up Date: the date stated in the Acknowledgement of Order as the date the Equipment shall be collected by the Customer and/or delivered by Backgrounds.

Risk Period: has the meaning given to it in clause 9.2. 

Styling Services: the services to be provided by Backgrounds in gathering all of the Equipment together for the Customer according to the Acknowledgement of Order or as otherwise agreed in writing.

Styling Services Fees: has the meaning given to it in clause 13.2.

Terms and Conditions: these terms and conditions as amended from time to time in accordance with clause 18.5.

VAT: value added tax chargeable under English law for the time being and any similar or applicable additional tax chargeable in any other jurisdiction.

Warehouse: The warehouse currently located at 40 Brewery Road, London, N7 9NH, or such other location from time to time as may be notified to the Customer by Backgrounds, which contains the Equipment.

1.2 In these Terms and Conditions, the following rules of construction apply: 

1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); 

1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;

1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; 

1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.5 a reference to writing or written includes faxes and e-mails. 


EQUIPMENT HIRE AND BASIS OF CONTRACT

2.1 The Customer shall initiate the ordering process for the hire of the Equipment by doing either of the following:

2.1.1 attending the Warehouse to personally select the Equipment they require and notifying Backgrounds of the selections made; or

2.1.2 providing a detailed itemised list to Backgrounds specifying the Equipment they require.

Whichever method is chosen, the Customer shall also provide to Backgrounds such other information as may be required by Backgrounds which is relevant to the hire of the Equipment including without limitation the period of hire, delivery dates and delivery locations.  The Customer acknowledges that reservation/ordering of Equipment can only be made up to one week in advance (except for backgrounds which can be reserved up to two weeks in advance) unless otherwise agreed in writing.

2.2 Based on the information provided to Backgrounds in accordance with clause 2.1, Backgrounds shall provide to the Customer a quotation (whether written or oral) detailing the Equipment it believes the Customer requires and that Backgrounds is able to source (including any relevant specifications for the Equipment such as size/dimensions and quantity) as well as key details regarding the hire period, delivery dates and delivery locations for such Equipment (together the “Quotation”), along with the prices for the hire of the Equipment and cost of delivery (if required by the Customer within the M25).  Where the Customer has provided a detailed itemised list to Backgrounds specifying the Equipment required, Backgrounds shall also specify a fee for the Styling Services that are required.    

2.3 The Customer acknowledges that the Quotation given by Backgrounds shall not constitute an offer and shall be subject to these Terms and Conditions which shall have been brought to the Customer’s attention either in writing (if the Quotation was provided to the Customer in writing) or through signage and/or direct oral instruction (if the Quotation was provided orally at the Warehouse).

2.4 Should the Customer wish to proceed to place an order following receipt of a Quotation, the Customer shall provide Backgrounds with written request that it wishes to proceed based on the Quotation (Customer Request). The Customer is responsible for ensuring that the details of the Quotation are complete and accurate before placing the Customer Request, in particular the size, dimensions and quantity of the Equipment detailed in the Quotation and dates and duration of hire.

2.5 Backgrounds shall confirm its acceptance of a Customer Request by issuing an Acknowledgement of Order.  The Acknowledgement of Order shall also contain a unique Customer hire reference number which should be kept by the Customer for future reference.  

2.6 If Backgrounds is unable to fulfil any Customer Request accepted in whole or in part, it shall notify the Customer in writing. 


STYLING SERVICES

3.1 Where Backgrounds’ Styling Services are required, Backgrounds warrants that the Styling Services shall be provided using reasonable care and skill.

3.2 Backgrounds shall use all reasonable endeavours to meet any performance dates for the Styling Services specified in the Acknowledgement of Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Styling Services.


CANCELLATION

Should the Customer cancel or amend a Contract, unless otherwise agreed in writing with Backgrounds, the Customer shall remain liable for all costs and expense incurred by Backgrounds up to the date of cancellation or amendment.


HIRE PERIOD AND EXTENDING THE HIRE PERIOD

5.1 The Hire Period starts on the Planned Pick Up Date and shall continue for the period stated in the Acknowledgement of Order.  The Customer acknowledges that the maximum Hire Period is 12 weeks or up until the date the Equipment has been reserved for another customer as made known to the Customer by Backgrounds (if less than 12 weeks) (“Maximum Hire Period”).  If no Hire Period is stated the default period shall be a period of 7 days unless otherwise agreed in writing.

5.2 If the Customer requires the Equipment for a longer period of time than the Hire Period (if less than the Maximum Hire Period) the Customer may, extend the Hire Period by retaining the Equipment for a further period of time up to the Maximum Hire Period (“Extended Hire Period”). 

5.3 The Customer acknowledges that the Extended Hire Period shall be subject to an Extended Hire Period Fee which shall be calculated on a weekly basis with reference to Backgrounds published price list.

WARRANTY

6.1 The Equipment shall materially be as described in the Acknowledgement of Order or as otherwise agreed in writing between the parties.  

6.2 Backgrounds does not make any warranty as to the Equipment’ fitness for purpose and it is the Customer’s sole responsibility to satisfy itself that the Equipment is fit for the purpose which the Customer requires it.


DELIVERY OF EQUIPMENT

7.1 Backgrounds shall make available to the Customer for collection the Equipment at the Delivery Location on the Planned Pick Up Date or such other location and dates as the parties may agree in writing, subject to, in the case of Customers who do not have an account with Backgrounds, Backgrounds having received in cleared funds payment of the Hire Price, Styling Services Fee and Delivery Costs (if applicable).

7.2 Delivery of the Equipment shall be deemed completed when the Equipment is made available to the Customer at the Delivery Location.

7.3 Any dates quoted for delivery of the Equipment are approximate only, and the time of delivery is not of the essence. Backgrounds shall not be liable for any delay in delivery of the Equipment that is caused by a Force Majeure Event or the Customer's failure to provide Backgrounds with adequate delivery instructions or any other instructions that are relevant to the hire of the Equipment.

7.4 Backgrounds shall ensure that each delivery of the Equipment is accompanied by a delivery note which shows the date of the Acknowledgement of Order, all relevant Customer and Backgrounds reference numbers, the type and quantity of the Equipment (including the code number of the Equipment, where applicable), special storage instructions (if any).

7.5 Delays in the delivery of an order shall not entitle the Customer to:

7.5.1 refuse to take delivery of the Equipment; 

7.5.2 claim damages; or

7.5.3 terminate the Contract.

7.6 If the Customer fails to accept or take delivery of the Equipment on the Planned Pick Up Date or such other date as may have been agreed, then:

7.6.1 delivery of the Equipment shall be deemed to have been completed at 9.00 am on the Planned Pick Up Date or such other date of delivery that the parties may have agreed; and

7.6.2 Backgrounds shall store the Equipment until delivery takes place, and charge the Customer for all related costs and expenses.

7.7 If 3 days have lapsed following the Planned Pick Up Date (or such other date of delivery that the parties may have agreed) and the Customer has not accepted delivery of the Equipment, Backgrounds may (where possible) hire part or all of the Equipment to other Customers.


INSPECTION AND ACCEPTANCE OF THE EQUIPMENT

8.1 The Customer shall procure that a duly authorised representative of the Customer as notified to Backgrounds shall be present at the Delivery Location of the Equipment.  Backgrounds shall not be required to release any equipment until it is satisfied of the identity of such representative. Acceptance of the Equipment at the Delivery Location by such representative shall constitute conclusive evidence that the Customer 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.  If required by Backgrounds, the Customer's duly authorised representative shall sign a receipt confirming such acceptance.

8.2 If, acting reasonably, the Customer rejects all or part of the Equipment delivered, other than for the reasons set out in clauses 8.3 and 8.4, Backgrounds shall take the rejected Equipment back to its premises.  On inspection of the rejected Equipment at its premises Backgrounds shall, in its sole discretion, do the following:

8.2.1 at its option, repair, remedy or replace the defective Equipment; or 

8.2.2 refund the price of the defective Equipment in full or in part; or

8.2.3 return the Equipment back to the Customer at the Customer’s own cost if Backgrounds concludes, acting reasonably, that the rejected Equipment is not defective.

8.3 If Backgrounds delivers more or less than the quantity of Equipment ordered the Customer may not reject the Equipment, but on receipt of notice from the Customer that the wrong quantity of Equipment was delivered, Backgrounds shall work with the Customer to remedy any such issues regarding quantity of Equipment delivered.

8.4 Backgrounds shall not be liable for the Equipment’s failure to comply with the warranties set out in clause 6 if any of the following events occur:

8.4.1 the Customer makes any further use of the Equipment after giving notice to Backgrounds that it wishes to reject the Equipment due to breach of the warranties;

8.4.2 the Customer failed to follow Backgrounds' oral or written instructions as to the packing or unpacking, storage, installation, commissioning, use or maintenance of the Equipment or (if there are none) good trade practice;

8.4.3 the Customer alters or repairs the Equipment without the written consent of Backgrounds;

8.4.4 the Equipment is damaged or tampered with, the Customer is negligent, and/or the Equipment is subjected to abnormal storage or working conditions whilst under the control of the Customer.

8.5 The terms of these Terms and Conditions shall apply to any repaired or replacement Equipment supplied by Backgrounds under clause 8.2.1.


TITLE AND RISK 

9.1 The Equipment shall at all times remain the property of Backgrounds, and the Customer 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 the Contract).

9.2 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on Delivery. The Equipment shall remain at the sole risk of the Customer during the Hire Period and any further term during which the Equipment is in the possession, custody or control of the Customer (Risk Period) until such time as the Equipment is redelivered to Backgrounds.  

9.3 The Customer shall give immediate written notice to Backgrounds in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Customer’s possession or use of the Equipment.


10 CUSTOMER RESPONSIBILITIES

10.1 The Customer shall during the term of the Contract:

10.1.1 ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it was hired (for the avoidance of doubt this includes using the props that form part of the Equipment as props only and not for any other purpose);

10.1.2 take such steps (including compliance with all safety and usage instructions provided by Backgrounds) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;

10.1.3 fully and comprehensively insure the Equipment against loss, damage and theft during the Risk Period for the benefit of Backgrounds, or for such amount as Backgrounds may from time to time reasonably require, and will provide a certificate of insurance from its insurers of such relevant insurance to Backgrounds if requested to do so by Backgrounds;

10.1.4 at its own expense keep the Equipment in as good an operating condition as it was on the Planned Pick Up Date including replacement of worn, damaged and lost parts, such replacements (including timescales for such replacements)  to be agreed by Backgrounds;

10.1.5 make no alteration to the Equipment or incorporate the Equipment into any other product or permanently fix it to any other object or location;

10.1.6 keep Backgrounds fully informed of all material matters relating to the Equipment;

10.1.7 at all times keep the Equipment in the possession or control of the Customer and keep Backgrounds informed of its location;

10.1.8 permit Backgrounds or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;

10.1.9 not, without the prior written consent of Backgrounds, 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;

10.1.10 not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of Backgrounds in the Equipment;

10.1.11 not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Customer shall notify Backgrounds and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify Backgrounds on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;

10.1.12 not use the Equipment for any unlawful purpose; 

10.1.13 ensure that at all times the Equipment remains identifiable as being Background Prop's property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment; and

10.1.14 deliver up the Equipment to the Warehouse (or such other location as is agreed in writing) at the end of the Hire Period (or Extended Hire Period as applicable) in the same condition as it was originally hired to them, or if necessary, allow the Backgrounds or its representatives access to any premises where the Equipment is located for the purpose of removing the Equipment.  The Customer shall ensure that when delivering up the Equipment at the end of the Hire Period (or Extended Hire Period as applicable) all props are packaged carefully and that all Packaging Materials are used appropriately.

10.2 The Customer acknowledges that Backgrounds 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 Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify Backgrounds on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with the terms of the Contract.  Accordingly, if Backgrounds (in its sole opinion) deems that loss and/or damage has occurred to the Equipment, Backgrounds shall invoice the Customer immediately for the relevant amount.

10.3 The Customer acknowledges that Backgrounds may not accept any further orders for Equipment until all Equipment has been returned to Backgrounds. 


11 INTELLECTUAL PROPERTY RIGHTS 

11.1 Nothing in the Contract shall transfer any Intellectual Property Rights in the Equipment to the Customer.  

11.2 The Customer shall be responsible for obtaining any clearances and/or releases in respect of any Equipment used in any filming or photography or other means of recording and/or transmission. 


12 SECURITY DEPOSIT

12.1 The Customer acknowledges that Backgrounds may (where it considers it appropriate in its sole discretion) require a security deposit for certain Equipment against any loss or damage caused to the Equipment during the Risk Period.  If such a security deposit is required, details of it (including amount and payment details) shall be detailed in the Acknowledgement of Order.  If the Customer causes any loss or damage to the Equipment (in whole or in part) during the Risk Period, Backgrounds shall be entitled to apply the security deposit against such loss or damage as set out in clause 12.2.  

12.2 The Customer acknowledges that once the Equipment has been returned to Backgrounds pursuant to clause 10.1.14, Backgrounds shall inspect the Equipment and either:

12.2.1 refund the security deposit in full to the customer if it considers (in its sole discretion) the Equipment has not suffered any loss or damage during the Risk Period; or

12.2.2 deduct from the security deposit an amount (up to the whole amount of the security deposit) for any loss or damage that Backgrounds considers (in their sole discretion) that the Equipment has suffered during the Risk Period and/or for any sums owing to Background in relation to the hire of the Equipment.  Backgrounds shall promptly thereafter refund to the Customer the balance (if any) of the security deposit.


13 CHARGES AND PAYMENT

13.1 The price for the hire of the Equipment for the Hire Period shall be the price set out in the Acknowledgement of Order (the “Hire Price”).  The Hire Price shall be calculated with reference to Backgrounds published price list and duration of the Hire Period.  The Hire Price of the Equipment is exclusive of all Delivery Costs which shall be payable by the Customer in addition, unless otherwise agreed in writing or waived by Backgrounds.

13.2 The charges for the Styling Services shall also be set out in the Acknowledgment of Order (the “Styling Services Fee”).

13.3 Backgrounds reserves the right to increase the Hire Price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Backgrounds that is due to:

13.3.1 any factor’s beyond Backgrounds reasonable control;

13.3.2 any request by the Customer to change the delivery date(s), quantities or type of Equipment ordered; or

13.3.3 any delay caused by any instructions of the Customer or failure of the Customer to give Backgrounds adequate or accurate information or instructions.

13.4 Backgrounds shall invoice the Customer for the Hire Price and Styling Services Fee and any Delivery Costs (as applicable) at the same time as it sends its Acknowledgement of Order.  If the Customer is NOT an account holder with Backgrounds, such Customer acknowledges that payment of this invoice must be made prior to the release of any Equipment.

13.5 Backgrounds shall invoice the Customer for the Extended Hire Period Fee.   Failure to pay such an invoice in accordance with clause 13.7 shall entitle Backgrounds or its representatives to repossess the Equipment immediately from where it is located.

13.6 Any invoice rendered by Backgrounds to the Customer for loss or damage to the Equipment pursuant to clause 10.2 shall be paid by the Customer in accordance with clause 13.7.

13.7 Subject to clause 13.8 payment of invoices shall vary depending on whether the Customer is an account holder with Backgrounds or not as follows:

13.7.1 If the Customer is an account holder, payment shall be within 30 days of the date of the invoice and can be paid by cash, card, cheque or bank transfer; 

13.7.2 If the Customer is NOT an account holder, payment shall be on receipt of the invoice prior to the release of any Equipment, and can be paid by cash or card only (for the avoidance of doubt payment by cheque is not permitted).

13.8 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of VAT and any other tax, levy, impost, duty or other charge or fee of a similar nature arising in connection with the Contract, which Backgrounds will add to its invoices at the appropriate rate.

13.9 If the Customer fails to make any payment due to Backgrounds under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above National Westminster Bank Plc base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

13.10 The Customer shall pay all amounts due under the Contract in full  by without any set-off, counterclaim, deduction or withholding except as required by law.  Backgrounds may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Backgrounds to the Customer.


14 LIMITATION OF LIABILITY

14.1 Nothing in these Terms and Conditions shall limit or exclude Backgrounds’ liability for:  

14.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

14.1.2 fraud or fraudulent misrepresentation; or

14.1.3 any matter in respect of which it would be unlawful for Backgrounds to exclude or restrict liability.

14.2 Subject to clause 14.1, Backgrounds shall under no circumstances whatsoever be liable under the Contract for any:

14.2.1 loss of profit;

14.2.2 loss of revenue

14.2.3 loss of business; 

14.2.4 loss arising out of delays in filming or a photo shoot;

14.2.5 indirect or consequential loss or damage,

in each case, however caused, even if foreseeable.

14.3 Subject to clause 14.1, Backgrounds’ total liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total costs payable by the Customer under the Contract.

14.4 The Customer acknowledges that some Equipment may be inherently dangerous and that care must be taken when using such Equipment.  Subject to clause 14.1 Backgrounds accepts no liability for any loss or injury arising out of use of such Equipment.


15 TERMINATION

15.1 Without limiting its other rights or remedies, Backgrounds may terminate the Contract with immediate effect by giving written notice to the Customer if: 

15.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of being notified in writing to do so; 

15.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; 

15.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; 

15.1.4 the Customer's financial position deteriorates to such an extent that in Backgrounds’ opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

15.1.5 Backgrounds reasonably suspects that any of the situations described in clauses 15.1.1 to 15.1.4 inclusive may occur.

15.2 Without limiting its other rights or remedies, Backgrounds may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

15.3 Without limiting its other rights or remedies, either party may terminate the Contract for convenience at anytime during the term of the Contract by giving written notice to the other, and/or in the case of the Customer, returning the Equipment to Backgrounds.  The Customer acknowledges that where it returns the Equipment, Backgrounds shall treat the Contract as terminated pursuant to this clause 15.3 and shall be able to hire out such returned Equipment to new Customers without further liability to the Customer.


16 CONSEQUENCES OF TERMINATION

16.1 Upon termination of the Contract, however caused, Backgrounds’ consent to the Customer's possession of the Equipment shall terminate and the Customer must return the Equipment to Backgrounds immediately.  If necessary, Backgrounds may, by its authorised representatives, without notice and at the Customer's expense, retake possession of the Equipment and for this purpose may enter any premises at which the Equipment is located; and

16.2 Upon termination of the Contract by the Customer for convenience, or by Backgrounds for the reasons set out in clauses 15.1 and 15.2, without prejudice to any other rights or remedies of the Customer or Backgrounds (as applicable), the Customer shall pay to Backgrounds on demand:

16.2.1 The full Hire Price and all other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 13.9; and

16.2.2 any costs and expenses incurred by Backgrounds in recovering the Equipment and/or in collecting any sums due under this agreement (including any storage, insurance, repair, transport, and legal costs).

16.3 Upon termination of the Contract by Backgrounds for convenience, Backgrounds shall pay to the Customer:

16.3.1 The balance of the Hire Price (if already paid by the Customer), minus a pro rata amount for the use the Customer has had of the Equipment up until termination; and

16.3.2 any reasonable costs and expenses incurred by the Customer in returning the Equipment to Backgrounds.

16.4 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

16.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.


17 FORCE MAJEURE

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure (excluding non-payment by the Customer) result from a Force Majeure Event.  If the period of delay or non-performance continues for 5 days the party not affected may terminate this Contract by giving 2 days written notice to the affected party.


18 GENERAL

18.1 Assignment:

18.1.1 Backgrounds may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

18.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Backgrounds.

18.2 Confidentiality

18.2.1 Each party (the “Receiving Party”) shall during and after the Contract not use for any other purpose than contemplated under these Terms and Conditions and not disclose to any person (other than on a need-to-know basis for the purposes of the Contract ) any confidential information received from the other party (the “Disclosing Party”) concerning technical, financial and business information, know-how, technologies, trade secrets, formulations, processes, and commercial methods and other activities ("Confidential Information") of the Disclosing Party, except to the extent required by (i) law; (ii) government authorities; or (iii) relating to the safety of the Equipment.

18.2.2 It is understood that confidential information shall not include information which has been known by the Receiving Party before disclosure hereunder, is in the public domain, falls within the public domain without any fault of the Receiving Party, or which is received by the Receiving Party from other sources having the right to disclose the same.

18.3 Publicity

Backgrounds shall have the right during the term of the Contract and after termination to use the Customer’s name and logo together with details of the nature of the work performed by Backgrounds for the Customer (where in the public domain) for marketing purposes.

18.4 Entire agreement:

18.4.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

18.4.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions.

18.5 Variation:  Backgrounds reserves the right to vary these Terms and Conditions in its sole discretion on giving the Customer reasonable notice. 

18.6 Waiver:  A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.  A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

18.6.1 waive that or any other right or remedy; nor

18.6.2 prevent or restrict the further exercise of that or any other right or remedy.

18.7 Severance:  

18.7.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

18.7.2 If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.8 Notices:

18.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.

18.8.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 18.8.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.

18.8.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

18.9 Third party rights: No one other than a party to this Contract shall have any right to enforce any of its terms.

18.10 Governing law: The Contract, 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 laws of England and Wales.

18.11 Jurisdiction: 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 Contract or its subject matter or formation.


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