This document encapsulates the terms and conditions between you the customer and the different organisations involved with the supply of your device. Each organisation has its own specific sets of terms and conditions that will be included with anything you are asked to sign (including signing electronically). We are displaying all the terms and conditions here to enable you to have all the information in one convenient place. Should you wish to print this document, please feel free to do so, and also feel free to contact us directly if you have any questions.
|Seller||all INKlusive Ltd, Kanban Ltd, CF Corporate Finance Ltd, or HP Inc.|
|Buyer||You, your business, or authorised third party|
|Subscriber||Same as ‘Buyer’|
|Conditions||the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.|
|Goods||the items which the Buyer agrees to buy from the Seller as set out in the Order.|
|Price||the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.|
|Force Majeure Event||has the meaning set out in clause 16.|
|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.|
|Order||he Buyer's order for the supply of Goods and/or Services, as set out [the Buyer's purchase order form OR overleaf OR the Buyer's written acceptance of the Seller's quotation OR in the Buyer's purchase order form, or the Buyer's written acceptance of the Seller's quotation, or overleaf, as the case may be].|
|Services||the services supplied by the Seller to the Buyer as set out in the Order.|
|Seller Materials||has the meaning set out in clause 12.1.6.|
2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods and/or Services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services from the Seller pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods or commencement of the Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of [a director of] the Seller.
2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
The Price shall be [(amount)] (or) [the price quoted on the Order].
4. Payment and Interest
4.1 Payment of the Price and VAT shall be due within  days of the date of the Seller’s invoice.
4.2 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of [8%] per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
4.3 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
5.1 The Goods are described in the Order.
5.2 The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.
6.1 The Seller warrants that for a period of [insert number] months commencing on the earlier of either the date of delivery of the Goods, or the commencement of the Services (Warranty Period), the Goods and/or Services shall:
6.1.1 conform with their description;
6.1.2 be of satisfactory quality with the meaning of the Sale of Goods Act 1979;
6.1.3 be fit for any purpose held out by the Seller; and
6.1.4 be carried out in accordance with the Supply of Goods and Services Act 1982.
7. Delivery of Goods
7.1 Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.
7.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
7.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro rata adjustment to the Price shall be made.
7.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
8. Acceptance of the Goods
8.1 The Buyer shall be deemed to have accepted the Goods [insert number] days after delivery to the Buyer.
8.2 The Buyer shall carry out a thorough inspection of the Goods within [insert number] days and give notice in writing to the seller after discovering that some or all of the goods do not comply with the Warranty above, the Buyer must return the Goods to the Seller at the Buyer’s cost and the Seller shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.
8.3 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
9. Title and risk
9.1 Risk shall pass on delivery of the Goods to the Buyer’s address.
9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
9.3 Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
9.4 The Seller may at any time before title passes and without any liability to the Buyer:
9.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
9.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
9.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
10. Carriage of Goods
Carriage if applicable will be calculated at time of order.
11. Supply of Services
11.1 The Seller shall provide the Services to the Buyer.
11.2 The Seller shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
11.3 The Seller shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Seller shall notify the Buyer in any such event.
12. Buyer’s obligations
12.1 The Buyer shall:
12.1.1 Ensure that the terms of the Order are complete and accurate;
12.1.2 Co-operate with the Seller in all matters relating to the Services;
12.1.3 Provide the Seller, its employees, agents, consultants and subcontractors, with access to the Buyer's premises as reasonably required by the Seller to provide the Services;
12.1.4 Provide the Seller with such information and materials as the Seller may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
12.1.5 Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
12.1.6 Keep and maintain all materials, equipment, documents and other property of the Seller (Seller Materials) at the Buyer's premises in safe custody at its own risk, maintain the Seller Materials in good condition until returned to the Seller, and not dispose of or use the Seller Materials other than in accordance with the Seller's written instructions or authorisation.
12.2 If the Seller's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):
12.2.1 The Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Seller's performance of any of its obligations;
12.2.2 The Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller's failure or delay to perform any of its obligations as set out in this clause 12.2; and
12.2.3 The Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.
13. Intellectual Property Rights
13.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Seller.
13.2 The Buyer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Buyer's use of any such Intellectual Property Rights is conditional on the Seller obtaining a written licence from the relevant licensor on such terms as will entitle the Seller to license such rights to the Buyer.
13.3 All Seller Materials are the exclusive property of the Seller.
14. Limitation of Liability:
14.1 Nothing in these Conditions shall limit or exclude the Seller's liability for:
14.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
14.1.2 fraud or fraudulent misrepresentation;
14.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
14.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
14.1.5 defective products under the Consumer Protection Act 1987.
14.2 Subject to clause 14.1:
14.2.1 The Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
14.2.2 the Seller's total liability to the Buyer in respect of all other 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 contracted amount.
14.3 After the Warranty Period, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
14.4 This clause 14 shall survive termination of the Contract.
15.1 Without limiting its other rights or remedies either party may terminate the Contract by giving the other party not less than three months' written notice.
15.2 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
15.2.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within fourteen days after receipt of notice in writing to do so;
15.2.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or [(being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply];
15.2.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];
15.2.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
15.2.5 The other party (being an individual) is the subject of a bankruptcy petition or order;
15.2.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen days;
15.2.7 An application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
15.2.8 The holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
15.2.9 A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
15.2.10 Any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2.2 to clause 15.2.9 (inclusive);
15.2.11 The other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
15.2.12 The other party's financial position deteriorates to such an extent that in the Seller's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
15.2.13 The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
15.3 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under this Contract on the due date for payment.
15.4 Without limiting its other rights or remedies, the Seller may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer fails to pay any amount due under this Contract on the due date for payment, the Buyer becomes subject to any of the events listed in clause 15.2.2 to clause 15.2.13, or the Seller reasonably believes that the Buyer is about to become subject to any of them.
15.5 On termination of the Contract for any reason:
15.5.1 The Buyer shall immediately pay to the Seller all of the Seller's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt;
15.5.2 The Buyer shall return all of the Seller Materials and any Deliverables which have not been fully paid for. If the Buyer fails to do so, then the Seller may enter the Buyer's premises and take possession of them. Until they have been returned, the Buyer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
15.5.3 The accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
15.5.4 Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
16. Force Majeure
16.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.
16.2 The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
16.3 If the Force Majeure Event prevents the Seller from providing any of the Services and/or Goods for more than 52 weeks, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
17.1.1 Any notice or other communication given to a party under or in connection with this 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 or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax [or e-mail].
17.1.2 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
17.2 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
17.4 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
17.5 This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.
17.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Seller.
17.7 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
17.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
The first Periodic Rental is payable on the date we sign this agreement such date being the “Commencement Date”. Subsequent Periodic Rentals are due one month from the Date of this Agreement. The Periodic Rentals include the Service Payments, which are fixed for each 12 month period, for the Services as detailed and defined in clause 3. If the Services are varied or terminated in accordance with clause 3 throughout the life of this Agreement then the Periodic Rentals will be reduced in line with those changes and the Owner will inform you of it.
The Subscriber requests the Owner to purchase the Goods described overleaf and offers to take it on rental for use in its business on the terms set out above and overleaf. The Subscriber warrants that the particulars given are true and that this form was complete when signed. The Subscriber confirms that it has read the conditions, in particular the exclusions and limitations in clause 11, on each page of this Agreement and agrees if this application is accepted to observe them. The person signing this Agreement for the Subscriber warrants that the Subscriber has the power and capacity to enter into this Agreement and the signatory is authorised to sign and bind the Subscriber.
1. This Agreement
The terms and conditions set out overleaf and below make up the agreement between the Owner and the Subscriber (Agreement).
2. The Goods and the Lease Term
2.1 The Owner agrees to let and the Subscriber agrees to take on lease the goods set out overleaf(Goods) in accordance with this Agreement. The Goods shall include all replacements and replacement parts fitted to the Goods.
2.2 The fixed period of the lease (Fixed Period) shall be as set out overleaf. The hiring of the Goods will start on the Commencement Date set out overleaf, and will, subject to the Owner’s rights to terminate the hiring under this Agreement, continue after expiry of the Fixed Period under the terms of this clause. On expiry of the Fixed Period the Subscriber shall pay a single rental of £25 plus VAT to the Owner and shall continue to hire the Goods until they are no longer required or useable by the Subscriber at which point the Subscriber shall dispose of the Goods and retain any sales proceeds by way of VAT inclusive sales commission. The Fixed period and any extension of hiring under this clause shall be the “Lease Term”.
2.3 The Subscriber may not sell the Goods to a private individual other than for business use and any sale must be on the basis that all representations warranties and conditions are excluded to the full extent permitted by law. The Subscriber shall continue complying with all the terms of this Agreement during such extended hire period including the insurance terms of clause 6 and the Owner may terminate this Agreement and the Subscriber’s rights under it under clause 9 if applicable if an event in such clause occurs.
3. Payments and Service Packages
3.1 The Periodic Rentals (Periodic Rentals) shall be as set out overleaf and such Periodic Rentals and other sums due under this Agreement from the Subscriber shall be made on the due dates by Direct Debit without deduction, set-off, deduction or counterclaim.
3.2 If you fail to pay any Periodic Rentals then, as these include the Service Payments (as defined in clause 3.9), we will not be able to pass the Service Payments to the Service Provider, who may then be entitled to withdraw Services which are being provided to you. This will not affect your obligations to us under this Agreement and you will still be obliged to pay us the Periodic Rentals (excluding any proportion relating to Service Payments due after the next Exercise Period (as defined in clause 3.10) available to the Subscriber after the date that the Service Provider withdraws its Services) on the basis as set out in clause 3.1.
3.3 If the Service Provider breaches any of its obligations under the Services Agreement (as defined in clause 3.7) then you are not entitled to terminate this Agreement, but you may stop paying the Service Payments to us (save for any proportion of the Rentals incorporating the First Year Service Package (as defined in clause 3.8) which shall continue to be payable) after giving us 30 days written notice. This will not affect any obligations you have to the Service Provider under the Services Agreement. Save as provided in this clause 3.3, you must continue to pay the Periodic Rentals and all other sums due to us under this Agreement in accordance with clause 3.1 above even if the Service Provider breaches any of its obligations under the Services Agreement
3.4 All Periodic Rentals and any other sums due under this Agreement which attach value added tax (VAT) shall be subject to VAT at the rate prevailing when the amount is due for payment.
3.5 If the Subscriber does not pay the Periodic Rentals by direct debit, the Owner may increase the Periodic Rentals by up to 2% to reflect its increased administration costs.
3.6 The Subscriber shall pay interest on all overdue sums under this Agreement calculated on a daily basis and compound quarterly from the due date until payment (both before and after Judgment) at the rate of 4% per year over HSBC Bank plc Base Rate from time to time.
3.7 Attached to this Agreement are the service terms headed “HP Print at Your Service” (Services Agreement) to be entered into between the Subscriber and HP Inc.(Service Provider). The Services Agreement relates to the Services to be provided by the Service Provider to Subscriber being hardware next business day on site service and automated supplies delivery (“Services”). The Services Agreement is separate and independent of this Agreement and the Owner has no liability for the Services and its sole liability shall be to pay for the First Year Service Package and collect the Service Payments from the Subscriber and pay them to the Service Provider.
3.8 By signing this Agreement the Subscriber acknowledges and agrees that they require the Services from the Service Provider for the duration of the first 12 months of this Agreement (First Year Service Package) and requests the Owner to pay upfront the Service Provider for such First Year Service Package on its behalf on the date of this Agreement. The Owner shall then recover such sum paid to the Service Provider and interest on such sum paid from the Subscriber by way of amounts built into the Periodic Rentals payable over the Fixed Period.
3.9 After the first anniversary of this Agreement the Subscriber agrees that it shall still continue to require the Services from the Service Provider for the balance of the Fixed Term subject to its termination rights below. The Subscriber shall be obliged to pay the Service Provider payments for such Services (Service Payments) and these shall be collected by the Owner from the Subscriber on each date that a Periodic Rental is due and paid by them to the Service Provider. The Periodic Rentals have been calculated to include not only recovery of the First Year Service Package and interest thereon by the Owner but also the Service Payments due for the duration of the Fixed Period.
3.10 On or within 8 weeks before expiry of each anniversary of this Agreement (Exercise Period) the Subscriber may terminate its obligation to take the Services from the Service Provider for the balance of the Fixed Period by serving a written termination notice (Notice) on the Owner and Service Provider during the Exercise Period. If the Subscriber serves Notice in accordance with the terms of this clause then the Subscriber shall no longer be obliged to take or pay for the Services (save for any ongoing payments relating to the First Year Package) after the expiry of the Exercise Period and the Owner shall then reduce the Periodic Payments to reflect such termination of the Services and notify the Subscriber of the adjusted Periodic Rentals.
3.11 If the Subscriber does not serve Notice during the Exercise Period then it agrees that it shall be obliged to take the Services from the Service Provider and shall pay the Service Payments for them until either it serves a valid Notice during the next preceding Exercise Period or until expiry of the Fixed Period, if applicable.
The Subscriber will not claim any capital allowances in respect of the Goods.
5. Inspection, use and care of the Goods
The Subscriber shall:
(a) inspect the Goods upon delivery. Unless the Subscriber notifies the Owner in writing within 7 days of delivery of the Goods of any defect in or issue with the Goods, it shall be conclusively presumed that the Goods are complete and in good order and condition and fit for the purpose for which they are required and in every way satisfactory to the Subscriber. Where the Goods are satisfactory to the Subscriber, the Subscriber shall sign a certificate of acceptance in respect of the Goods if required by the Owner;
(b) keep the Goods in its control and at the address set out overleaf and use the Goods in a skilful and proper manner;
(c) keep the Goods at its own expense and at all times in good repair, condition and working order;
(d) not make any alteration to the Goods or remove any component from the Goods;
6.1 Risk in the Goods shall be borne by the Subscriber from the date on which the Goods are delivered to the Subscriber until the Goods are either returned to or recovered by the Owner or disposed of by the Subscriber.
6.2 The Subscriber shall keep the Goods continuously insured with an insurer approved by the Owner under a full comprehensive policy of insurance, free from restriction or excess, covering the Goods to their full replacement value against fire, theft, accidental damage and all other risks against which it is commercially prudent to insure, and shall punctually pay all premiums. The Subscriber must arrange for the Owner to be noted on the insurance policy and be named as loss payee.
6.3 If requested by the Owner, the Subscriber shall produce satisfactory evidence of such insurance to the Owner. If such evidence is not provided, then the Owner has the right, but not the obligation to take out its own insurance to insure the Goods and charge the Subscriber any premiums it has to pay for such insurance.
7. Total Loss and damage to the Goods
7.1 Where the Goods are lost or destroyed or the Owner notifies the Subscriber in writing that in its opinion the Goods are incapable of economic repair (each a Total Loss) the Owner will either (i) allow the Subscriber to replace the Goods with replacement goods of a similar specification and make as the Goods that were a Total Loss and title to such goods shall vest in the Owner and shall be Goods for the purposes of this Agreement ;or (ii) notify the Subscriber that this Agreement shall come to an end forthwith and thereupon the Subscriber shall be immediately liable to pay the Owner a sum equal to the sum calculated under clause 10 as if the Owner had exercised a right to terminate under clause 9.1 on the date of the occurrence giving rise to the Total Loss.
7.2 In every other case of damage which does not amount to a Total Loss this Agreement shall continue and the Goods shall be repaired to the Owner’s satisfaction at the cost and expense of the Subscriber and with the benefit of the insurance monies.
8. Return of the Goods
8.1 On expiry or earlier termination of this Agreement, save where the Subscriber disposes of the Goods pursuant to clause 2.3,the Subscriber shall at its own expense redeliver the Goods to a location in the United Kingdom notified to the Subscriber by the Owner in good repair and working order.
9. Default or breach
9.1 Without prejudice to the Owner’s right to arrears of Periodic Rentals or other sums due or for damages for breach of this Agreement, the Owner may, upon giving any notice required by law, terminate the hiring under this Agreement on the occurrence of any of the following events, if:
(a) the Subscriber fails to pay any Rental or other sum due under this Agreement to the Owner by its due date;
(b) the Subscriber fails to comply with or breaches any other provision of this Agreement and, where such breach is capable of remedy, fails to remedy the same within 7 days of a notice from the Owner requiring its remedy;
(c) the Subscriber fails to pay any sum due under or breaches the terms of any other agreement in force between it and the Owner or any member of the Owner’s Group or any loan, lease, debt or security agreement in force between it and any other party;
(d) the Subscriber shall be unable to pay its debts as they fall due;
(e) the Subscriber shall die, have a bankruptcy order made against him (or in Scotland be sequestrated or become apparently insolvent);
(f) the Subscriber shall be liquidated or wound up or have a petition for winding up presented against it or pass a resolution for voluntary winding up (otherwise than in the course of a reconstruction approved by the Owner);
(g) the Subscriber shall have presented against it a petition for the appointment of an administrator or any steps are taken to appoint an administrator or the Subscriber has a receiver appointed over all or any of its assets;
(h) the Subscriber shall convene any meeting of all or any of its creditors;
(i) any step shall be taken to levy distress or execution or any distress or execution is levied or threatened to be levied upon the goods of or in possession of the Subscriber (or in Scotland any form of diligence is done or threatened by a third party affecting the Goods);
(j) there shall, in the opinion of the Owner, be a material adverse change in the financial position or business of the Subscriber; or
(k) there is any change in the control, ownership or shareholding of the Subscriber or any holding company of the Subscriber from that existing at the date of this Agreement.
10. Consequences of termination
Immediately upon termination of the hiring of the Goods, the Subscriber shall pay to the Owner:
(a) all arrears of Periodic Rentals and other sums due under this Agreement; plus
(b) a sum equal to all the Periodic Rentals that would have been payable (in the absence of any early termination) during the remainder of the Minimum Period (less a discount for early payment on each such Rental at the rate of 2% a year from the date of termination to the date the Rental would have been due);
(c) damages for any breach of this Agreement; and
(d) less the net proceeds of sale of the Goods (which shall be an amount equal to the proceeds of sale of the Goods received by the Owner (excluding any VAT) less the Owner’s expenses in connection with the recovery, possession, insurance, storing and sale of the Goods).
11. Exclusion of liability
11.1 The Subscriber is responsible for choosing the Goods and making sure that they are fit and suitable for its purposes. The Owner is not a dealer or expert in the Goods and gives no advice or assurances about the Goods or their quality or suitability. The Goods are acquired by the Owner at the request of the Subscriber solely for the purpose of hiring the Goods to the Subscriber.
11.2 The Owner agrees upon request and at the cost and expense of the Subscriber to assign to the Subscriber the benefit of all express warranties granted in favour of the Owner by the supplier of the Goods, the manufacturer of them or any third party to the extent that the Owner is entitled to do so.
11.3 The Goods are not hired to the Subscriber with any guarantee, warranty, term, condition or representation (express or implied) about the Goods (including their condition, description, suitability, quality, fitness for purpose, performance, age or other qualities). All guarantees, warranties, terms, conditions and representations implied by statue or otherwise are expressly excluded to the maximum extent permitted by law.
11.4 Nothing in this Agreement shall exclude or limit the liability of the Owner in relation to any death or personal injury arising from the negligence of the Owner or its employees.
If the Goods include or consist of software the Subscriber further agrees and acknowledges that the Owner does not have title to any such software and is just funding it and the Subscriber must comply with the relevant software licence.
13.1 For the purposes of this Agreement Group means any companies which are members of the same group of companies for the purposes of the provisions for group relief contained in Part 5 of the Corporation Tax Act 2010.
13.2 The Owner shall be entitled to assign or transfer the benefit of this Agreement without the consent of the Subscriber but the Subscriber shall not be entitled to do so.
13.3 Where the Subscriber comprises more than one person, each person shall be jointly and severally liable under this Agreement.
13.4 The Subscriber shall provide the Owner with such financial information as it may reasonably require from time to time.
13.6 Any delay or failure of the Owner to exercise any right or remedy shall not constitute a waiver of it or them.
13.7 This agreement shall be governed by and construed in accordance with English law and you submit to the jurisdiction of the English court.
13.8 Electronic Signature:
This Agreement may be signed by you and by us by way of electronic signature, as defined in section 7(2) of the Electronic Communications Act 2000.
14. Regulated and Non-Regulated Agreement
If, but only if, the Subscriber is a body corporate or a partnership of more than 3 persons or if the Subscriber makes this Agreement wholly or predominantly for business purposes and the total including VAT of the payments the Subscriber must make exceeds £25,000 (or such other limit as may from time Consumer to time Credit be prescribed Act 1974 by (the regulations Act) or any made successor under statute) the provisions then, other of the statements herein notwithstanding, this Agreement is NOT regulated by the Act and the provisions and consequences of regulation do not apply
CF Corporate Finance Limited (“we”, “us”, “our”) is committed to processing data in accordance with EU data protection laws. This Data Protection aims to give you information on how your personal data (i.e., information which or indirectly identifies you) are processed by us. For the purposes of EU data laws, we are a data controller.
This notice is supplemental to the data protection processing notice provided before your proposal for finance was submitted to us. Some aspects of the processing set out in this notice were covered by that earlier notice, but others are only relevant now that your application for finance has been approved in principle and we intend to enter into an agreement with you. Further details of how we will manage your data can be found at www.investec.com/en_gb/legal/UK/data-protection.html
Data That May Be Collected.
We may collect certain personal data with respect to you as a customer, including, without limitation your name, address, date of birth, contact details, credit reference data, financial and employment details, banking and credit card details, and details of your business. We collect some of this data from third parties, for example credit reference agencies.
Where a corporate entity is entering into this contract we will collect personal data about the individuals who are directors and shareholders of the business from credit reference agencies where this data is held publicly, such as at Companies House. This notice also applies to the processing of such personal data and use of the word ‘you’ in this notice will encompass such individuals.
We may process sensitive personal data (including, for example, information revealing an individual’s physical or mental health). Where sensitive personal data are processed we will obtain your explicit consent for the processing.
Use of Personal Data.
We will use your personal data for: provision of products and services, credit and AML risk assessment, assessing ongoing credit performance, recoveries, collections, insurance administration, profiling for marketing purposes, market research and product development, statistical analysis, marketing, fraud prevention and detection and otherwise as necessary to comply with applicable laws, regulations and/or codes of practice. The processing of personal data may be necessary for the performance of a contractual relationship, compliance with a legal obligation, or where it is in the legitimate interests of the Investec Group.
Disclosure to Certain Third Parties.
We may disclose certain personal data: (i) within the Asset Finance Group of Investec and to other affiliates in the Investec Group; (ii) to our brokers and dealers / suppliers, professional advisors and service providers (including, information technology systems providers and recovery agents); (iii) to courts, governmental and non-governmental regulators and ombudsmen; (iv) to fraud prevention agencies and law enforcement agencies; (v) to any third party that acquires, or is interested in acquiring, all or part of Investec’s assets or shares, or that succeeds Investec in carrying on all or a part of its business, whether by merger, acquisition, reorganization or otherwise; and (vi) as otherwise required or permitted by law.
We may also pass your Personal Data on to other Investec Group Companies and/or any relevant third party and both we and/or they may use it for any purpose linked to any sale of and/or granting of security over the agreement we have with you. In such circumstances, such third parties may also use and/or disclose your Personal Data to any third party that they ask to assist them with the preparation for and/or completion of any such sale and/or granting of security; they may also, once such sale and/or granting of security is completed, use and/or disclose your Personal Data to third parties for any of the other purposes which we have outlined in this notice in the same way as if they had entered into the agreement with you instead of us.
The personal information we have collected will be shared with fraud prevention agencies who will use it to prevent fraud and money-laundering and to verify your identity. If fraud is detected you could be refused certain services, finance or employment. Further details of how your information will be used by us and these fraud prevention agencies, and your data protection rights can be found on the Investec website at www.investec.com/en_gb/Legal/UK/fraud-prevention-notice.html
In order to process your application, we will perform credit and identity checks on you with one or more credit reference agencies (“CRAs”). To do this, we will supply your personal information to CRAs and they will give us information about you, even if your application does not proceed or is unsuccessful. This will include information from your credit application and about your financial situation and financial history. CRAs will supply to us both public (including the electoral register) and shared credit, financial situation and financial history information and fraud prevention information.
We will use this information to:
We will continue to exchange information about you with CRAs while you have a relationship with us. We will also inform the CRAs about your settled accounts. If you borrow and do not repay in full and on time, CRAs will record the outstanding debt. This information may be supplied to other organisations by CRAs. When CRAs receive a search from us they will place a search footprint on your credit file that may be seen by other lenders.
If you are making a joint application, or tell us that you have a spouse or financial associate, we will link your records together, so you should make sure you discuss this with them, and share with them this information, before lodging the application. CRAs will also link your records together and these links will remain on your and their files until such time as you or your partner successfully files for a disassociation with the CRAs to break that link.
The identities of the CRAs, their role also as fraud prevention agencies, the data they hold, the ways in which they use and share personal information, data retention periods and your data protection rights with the CRAs are explained in more detail at each of the three CRAs websites – clicking on any of these three links will take you to the same CRAIN document:
Transfer of Personal Data Outside the European Economic Area (“EEA”).
We may transfer your personal data to recipients (including affiliates in the Investec Group) located in countries outside of the EEA, including in South Africa, which may not have data privacy laws equivalent to those in the EEA. In those instances, we will take all necessary steps to protect your personal data in accordance with applicable data privacy laws.
Under applicable EU data privacy laws, you may have a right to: (i) request access to and rectification or erasure of your personal data; (ii) obtain restriction of processing or to object to processing of your personal data; and (iii) data portability (i.e. to request the transfer of personal data from one data controller to another in certain circumstances). If you wish to exercise any of these rights you should contact the Data Privacy Officer as described below. You also have the right to lodge a complaint about the processing of your personal data with your local data protection authority.
We rely on automated credit assessment based on the personal data you provide to us and data which we obtain from our credit reference agency or similar sources about your credit profile or history. The outcome of this process can result in an automated decline of your application where it does not meet our acceptance criteria. We review this acceptance criteria regularly to ensure fairness in the decisions made. You have a right to ask us to manually review any decision taken in this manner.
In addition we may use automated profiling to identify whether other products or services may be of use to you when we consider marketing campaigns. You have a right to object to this automated profiling. This is separate to the right you have to object to receive marketing.
We will take steps to protect your personal data against loss or theft, as well as from unauthorized access, disclosure, copying, use or modification, regardless of the format in which it is held.
We will normally retain your personal data for a period of 7 years from the latest date on which we have a financial arrangement in place with you. Under certain circumstances this period may vary if we consider it necessary for good operational or commercial reasons, or in order to meet other legal obligations.
Enquiries, Requests of Concerns.
All enquiries, requests or concerns regarding this Notice or relating to the processing of Personal Data, should be sent to the Data Privacy Officer using the following contact details AFGDataprivacy@investec.co.uk
The following terms & conditions (“HP Terms”) form a legal agreement between the Subscriber identified in the Print At Your Service Subscription Agreement (“Subscriber”) and HP Inc. (“HP”), regarding the Subscriber’s use of the HP Print At Your Service Programme. By signing below, the Subscriber agrees to the HP Terms
1. HP will provide the Subscriber with a Device Management Solution (“DMS”) software embedded in the Print At Your Service printer or a standalone DMS device (depending on the printer(s)), to be installed on the Subscriber’s network. The DMS enables HP to collect data from the Subscriber’s printer, such as page count, supplies levels, error information, serial number, network connection information, current settings, and installed solutions. All data transmissions are securely encrypted.
HP will not collect any user data or data related to the contents of the Subscriber’s documents.
In the event that the Subscriber provides a printer to HP for repair or replacement, Subscriber shall have completed final data disposition of any Subscriber personal data on such device, e.g. encryption, overwriting or degaussing, prior to the delivery of such printer or system to HP. HP owns any standalone DMS devices provided as part of the subscription services.
2. To receive services and supplies as outlined in the HP Print At Your Service Subscription Agreement, the printer(s) and DMS that are provided must be connected to the same network and have internet access at all times.
3. Upon termination or expiration of the Print At Your Service Subscription Agreement or upon the Owner identified in the agreement notifying HP of an uncured default or breach by the Subscriber, the Subscriber must return any standalone DMS devices to HP in the same condition as when delivered, ordinary wear and tear excepted. HP will provide a prepaid return shipment label to the Subscriber. It is the Subscriber’s responsibility to safely package the DMS and send it back to HP within fifteen (15) calendar days using the provided return shipment label. If the Subscriber does not return the DMS, or the returned DMS is not in the expected condition as described above, HP will charge the Subscriber current retail value for the device.
4. HP’s ability to deliver services and supplies is dependent on the Subscriber’s timely cooperation and the accuracy and completeness of any required information the Subscriber must necessarily provide. Neither party shall be liable for performance delays or for non-performance due to causes beyond its reasonable control, except in situations that involve payment obligations.
5. Pages included in the Print At Your Service plan are based on A4 or letter format. The respective ratio will be applied to the count of any other paper size printed by the Subscriber.
6. The Print At Your Service programme allows the Subscriber to roll unused monthly pages into a “rollover bank.” These unused pages can then be applied to supplement another month’s page allotment if the number of pages printed exceeds the monthly allotment. Unused pages can be rolled over for up to 12 months. In the event that the Subscriber’s Print At Your Service plan is terminated or cancelled, any remaining rollover pages will be forfeited.
7. If print usage exceeds the Subscriber’s monthly page allotments and the Subscriber does not have sufficient rollover pages in the rollover bank to supplement, additional printed pages (“Overages”) will be charged in blocks of one hundred (100) pages as part of the Subscriber’s monthly invoice. Unused pages of the overage block get moved to the rollover bank.
8. Pages printed using supplies purchased outside of the HP Print At Your Service Agreement and installed outside of this supply service will count toward the Subscriber’s monthly page allotment.
9. Service Payments for the HP services and supplies are fixed for each 12 month period during the term of the Print At Your Service Subscription Agreement. On each anniversary of the Acceptance Date (“Anniversary Date”) HP may adjust the Service Payment for the HP services and supplies by up to 6% with notice to the Subscriber but without the Subscriber’s prior consent. If HP makes an adjustment of more than 6%, or the Subscriber commits to a different plan for the use of the services and supplies portion of the Subscription, HP will notify the Subscriber and obtain prior written consent of such adjustment.
10. HP reserves the right not to renew the Subscriber’s HP Print At Your Service page plan at any
anniversary date after reasonable notice is given to the Subscriber.
Delivered typically in 1 to 2 working days