1 Information Crib Sheet Equipment Rental Service Agreement 1. Definitions and Interpretation This Service Agreement is to be read in conjunction with the Conditions for Communications Services (the Conditions ) to which this Service Agreement is attached. All definitions contained within this Service Agreement shall have the same meaning as those set out in the Conditions unless specified below: Agreement means this Service Agreement; Cancellation Charge means a charge applied to your account (a) when we terminate the Agreement for breach of the Agreement by you; or (b) when you terminate the Agreement prior to the end of the Rental Period in certain circumstances; Company s Premises means our premises at Silwood Business Centre, Buckhurst Road, Ascot SL5 7PW, or such other premises as may be notified to you; Equipment means the equipment specified on the Order Form; Order Form means our order form to which this Agreement is attached; Rental Charge means the price for (the rental of) the Equipment, as applicable from time to time, calculated on a daily basis and payable for the duration of the Rental Period; Rental Period means the period beginning on the Commencement Date and expiring on the Return Date; Return Date means the date notified by us to you on the Commencement Date as the date for the return of the Equipment to us or such other date as the parties may hereafter agree; The Company or we or us means ICS 1989 LTD, trading as ics Communications; The Customer or you means the customer whose company details are set out on the Order Form. 2. Delivery, Collection and Installation 2.1 Unless expressly agreed to the contrary by us, delivery of the Equipment shall take place at the Site and we shall also be responsible for the collection of the Equipment at the Site. 2.2 All times or dates quoted for delivery of the Equipment are given in good faith but without any responsibility on our part. Time of delivery shall not be of the essence. 2.3 Your obligations where Equipment is to be installed are set forth in the provisions of Conditions 5.1 and 5.2 of the Conditions.
2 3. Care of the Equipment 3.1 You hereby agree that with respect to the Equipment, you shall: (a) take reasonable care of the Equipment and use it only for its intended purpose; and (b) comply with all directions given by us or in any accompanying instructions as to the use,storage and maintenance of the Equipment and you shall be liable for any damage or deterioration (fair wear and tear excepted) resulting from any failure so to comply; (c) insure the Equipment on such terms as we may require, the proceeds of such insurance to be held by you in trust for us and to be paid to us on demand; and (d) pay all licence duties, fees or other charges payable in respect of the Equipment during the Rental Period, whether such duties are charged to us or to you; and (e) permit us upon reasonable notice to inspect the Equipment; and (f) notify us immediately, following any loss of, damage or deterioration to, and/or breakdown of, the Equipment; and (g) be responsible for and shall fully reimburse us for any and all expenses, costs, losses (including loss of Rental Charges) and/or damage incurred by or against us arising from any loss of, damage or deterioration to, and/or breakdown of the Equipment attributable to any act or omission by you; and (h) indemnify and keep us indemnified against any and all losses, lost profits, damages, claims, costs, actions and any other losses and/or liabilities suffered by us and arising from or due to any breach of contract, tortious act and/or omission and/or any breach of statutory duty by you. 3.2 You hereby agree that with respect to any Equipment, you shall not: (a) subject to clause 3.1 (b), attempt to repair or maintain the Equipment without our prior written consent; or (b) attempt to sell, hire, assign, charge, pledge, or otherwise lend or dispose of the Equipment or any interest therein; or (c) remove the Equipment from the Site without our authority; or (d) without limitation, do or omit to do anything which you have been notified may invalidate any policy of insurance related to the Equipment.
3 3.3 Without limiting any of the provisions of this clause 3, you will incur additional costs and charges for any Equipment which is lost or damaged beyond economic repair, up to and including the replacement cost of new Equipment at current market rates. 4. Charges 4.1 You shall pay us the Rental Charge, together with such other Charges (if any) as shall be notified to you by us, which Rental Charge and Charges are exclusive of VAT, which we shall add to our invoices at the appropriate rate. 4.2 All Charges are exclusive of the costs of carriage, insurance and collection (as appropriate) all of which shall be payable by you. 4.3 All Charges may be increased by us to reflect any change in delivery dates, quantities or specifications which are requested by you, or any delay caused by you or any failure of you to perform your obligations with respect to the Equipment, or to give us adequate information or instructions. 5. Payment 5.1 The Rental Charge shall be payable within 14 days of the Commencement Date. All other sums payable under the Agreement must be paid within 14 days of the relevant invoice therefor. 5.2 Without prejudice to the provisions of clause 5.1, the provisions of Condition 8 of the Conditions shall otherwise govern your payment obligations under this Service Agreement. 6. Rick and Title 6.1 Risk of damage to or loss of the Equipment shall pass to you: (a) in the case of Equipment to be delivered at the Site, at the time of delivery or, if you wrongfully fail to take delivery of the Equipment, the time when we have tendered delivery of the Equipment; or (b) in the case of Equipment to be delivered at the Company s Premises, at the time when we notify you that the Equipment is available for collection.
4 6.2 Ownership of the Equipment shall remain at all times with us. Risk of damage to or loss of the Equipment shall pass back from you to us: (a) in the case of Equipment to be collected by us, on delivery to our carrier at the Site; or (b) in the case of Equipment to be returned to the Company s Premises by you, at the time of delivery to the Company s Premises. 6.3 Your right to possession of the Equipment shall terminate immediately if: (a) you have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by the body corporate or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the body corporate or for the granting of an administration order in respect of thereof, or any proceedings are commenced relating to the insolvency or possible insolvency of the body corporate; or (b) you suffer or allow any execution distress or diligence, whether legal or equitable, to be levied on your/its property or obtained against you/it, or fail to observe or perform any of your/its obligations under the Agreement or any other contract between us and you, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or a secured lender takes any steps to obtain possession of the secured property or otherwise enforce its security, or you cease to trade; or (c) you cease, or threaten to cease, to carry on business; or (d) you encumber or in any way charge any of the Equipment. 6.4 You grant us, our agents and employees an irrevocable licence at any time to enter any premises where the Equipment is or may be stored or otherwise located, but in any event, and without limitation, hereby undertake to secure access at any time to any such premises for us, our agents and employees in order to inspect the Equipment, or, where your right to possession has terminated, to recover it.
5 6.5 On termination of the Agreement, howsoever caused, our (but not your) rights contained in this clause 6 shall remain in effect. 7. Intellectual Property 7.1 Unless otherwise expressly agreed in writing, the parties will not acquire any rights or licences to each other s intellectual property rights. 7.2 All intellectual property rights in anything provided to you as part of the Service will remain the property of us or our licensors. 8. Rental Period 8.1 The Rental Period will be as specified on the Order Form. 8.2 The Agreement shall be automatically renewed at the end of the Rental Period unless we receive notice of termination in writing from you not less than three working days prior to the end of the Rental Period. Any such renewal shall be subject to the terms of the original Agreement. 9. Terminating the Agreement 9.1 We may terminate the Agreement immediately: (a) in accordance with Condition 16 of the Conditions and/or; (b) if any person takes steps to seize, attach, arrest or sequestrate the Equipment. 9.2 If this Agreement is terminated by us in accordance with sub-clauses , , or of the Conditions or in accordance with clause 9.1 (b) during the Rental Period, you will be responsible for the payment of: (a) Any and all Charges (including the Rental Charge or any unpaid portion thereof) which are due as of the termination date (including but not limited to any such Charges not yet invoiced); and (b) A Cancellation Charge, comprised of all Charges up to the end of the Rental Period which are not due as of the termination date, but which would otherwise fall due for payment thereafter, less a 5% reduction to reflect early payment.
6 9.3 If this Agreement is terminated by us in accordance with sub-clauses , or of the Conditions during the Rental Period, we will not levy a Cancellation Charge, but you will be responsible for the payment of the Charges set forth in clause 9.2 (a) above. 9.4 Either party may terminate this Agreement by giving the other party not less than three working days notice in writing to take effect at the end of the Rental Period. 9.5 In the event that notice of termination pursuant to clause 9.4 is duly given by either party, we will not levy a Cancellation Charge, but you will be responsible for the payment of the Charges set forth in clause 9.2 (a) above, together with any other Charges which may be incurred during the notice period. 9.6 If you want to terminate this Agreement prior to the end of the Rental Period (other than because we have materially altered the terms of this Agreement under Condition 17.1) you must give us at least three working days notice in writing. You must pay the Charges set forth in clause 9.2 (a) above, together with any other Charges which may be incurred during the notice period and we will also levy a Cancellation Charge in accordance with clause 9.2 (b). 9.7 If you want to terminate this Agreement prior to the end of the Rental Period because we have materially altered the terms of this Agreement under Condition 17.1, you must either give us written notice of termination, or contact our customer services department specifying your reason for termination, in each case before the change becomes effective. We will not levy a Cancellation Charge, but you will be responsible for the payment of all Charges up to and including the date of termination. 10. Limit of Liability 10.1 You expressly acknowledge that we are not the original manufacturer or supplier of the Equipment, and that the Equipment has been selected by you as suitable for its purpose. You accordingly agree and acknowledge that all conditions, warranties or representations, whether express or implied or statutory or otherwise in respect of the Equipment or its fitness for any particular purpose are hereby expressly excluded to the fullest extent permitted by law. Our liability to you shall otherwise be governed by the provisions of Condition 13 of the Conditions and any relevant provision of this Agreement Without limiting the generality of clause 10.1 above, Condition 13.2 of the Conditions sets out our aggregate monetary liability to you, whether arising under this Agreement or otherwise.
7 11. Transferring this Agreement This Agreement is personal to you and may not be transferred by you to any other person. 12. Use of your Details 12.1 For the purposes of fraud prevention, debt collection, credit management and emergency services provision, you agree that we may disclose information about you and your account with us to debt collection agencies, credit reference agencies, financial institutions, emergency service organizations and other companies offering identical or similar Services. We may also pass your details to third parties in the event that we sell our business, so that you can continue to receive the Service Unless you indicate otherwise on the Order Form, we may also use you details to send you information and other services that we offer that we think you may be interested in. 13. General The provisions of Condition 17 of the Conditions (namely 17.1, 17.2, 17.3, 17.4, 17.5, 17.6, 17.7 and 17.8, covering changes to the Conditions, Force Majeure, Notice, Waiver, Entire Agreement, Third Party Rights, Severability and Governing Law respectively), shall apply to this Agreement.