1 INTERPRETATION
1.1 In these Terms and Conditions and the Order the following definitions apply:
1.1.1 Affiliate means any subsidiary or parent or holding company of any company or any other subsidiary of such parent or holding company. For the purpose of this definition, “subsidiary” and “holding company” shall have the meanings assigned to them under Section 1159 and Schedule 6 of the Companies Act 1706, and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee) whether by way of security or in connection with the taking of security or (b) its nominee;
1.1.2 Agreement means the Order and these Terms and Conditions;
1.1.3 Claim means claims, liens, judgments, penalties, awards, remedies, debts, liabilities, damages, demands, costs, losses, expenses (including
without limitation legal costs and expenses) or causes of action, of any nature whatsoever;
1.1.4 Consequential Loss means:
(a) indirect or consequential loss under Scottish law; and
(b) loss and/or deferral of production, loss of product, loss of use and loss of revenue, profit or anticipated profit (if any) whether direct or indirect, to the extent that these are not included in (a), whether or not foreseeable at the date of the Order;
1.1.5 Contract Price means the price agreed between the Parties to be payable by the Customer in relation to the performance of an Order by Illumin8;
1.1.6 Control means, in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person:
(a) by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate; or
(b) as a result of any powers conferred by the articles of association or any other document regulating that or any other body corporate, and a Change of Control occurs if a person who Controls anybody corporate ceases to do so or if another person acquires Control of it;
1.1.7 Co-Venturer means any co-venturer of the Customer which from time to time an interest in the licence under which Work has is being performed and the successors and assignees of such co-venturer;
1.1.8 Customer shall have the meaning set out in the Order;
1.1.9 Customer Group means the Customer, its customers of any tier, its and their Co-Venturers, its and their Affiliates and its and their partners, contractors and subcontractors of any tier (other than any member of Illumin8), and the officers, directors, shareholders, consultants, personnel (including agency personnel) and employees of all of the foregoing;
1.1.10 Designated Location means the location set out in the Order where the Rental Equipment, Rental Items and/or Sales Goods are to be delivered or where the Services are to be performed;
1.1.11 Installed Equipment means any equipment and/or systems included or installed in any Rental Item (including all cabling, connections and hardware for the same) excluding those items listed in the definition of Rental Items below;
1.1.12 Intellectual Property Rights means any patents, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, confidential information (including know-how and trade secrets) in any form, and any 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, these 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;
1.1.13 Order means an order in any form which is concluded between illumin8 and the Customer;
1.1.14 Other Contractor shall mean any other contractor engaged by the Customer to perform work at the Designated Location or another site and which has entered into contract(s) with the Customer;
1.1.15 Other Contractor Group shall mean the Other Contractor, its subcontractors, its and their Affiliates, its and their respective directors, officers and personnel (including agency personnel) but shall not include any member of the Customer Group or Illumin8 Group;
1.1.16 Party means each of the Customer and illumin8 and Parties means the Customer and illumin8 collectively;
1.1.14 Period of Hire shall mean, in respect of the Rental Equipment and/or each Rental Item, the period beginning on the day on which illumin8 makes
that Rental Equipment and/or Rental Item available
1.1.15 Rental Charges shall mean the periodic rental charge for the Rental Equipment and/or per Rental Item set out in the Order, as varied from time to time pursuant to condition 15.5 or condition 9.3;
1.1.16 Rental Conditions means , in respect of the Rental Equipment and/or any Rental Item, that (1) illumin8 is permitted to make that Rental Equipment and/or Rental Item available by way of hire to the Customer in accordance with this Agreement, and (2) that, provided the Customer complies in full with its obligations under this Agreement, illumin8 shall permit the Customer to enjoy quiet possession of the Rental Equipment and/or Rental Item for the relevant Period of Hire, subject to this Agreement;
1.1.17 Rental Equipment shall mean any equipment which is leased by illumin8 to the Customer as further described in the Order and which is not a Rental Item;
1.1.18 Rental Items shall mean the leased Items described in the Order and shall include any shelves, slings, straps, chains, tarpaulins or other covers including nets, shackles and lashings and any Installed Equipment but shall not include any Rental Equipment, and the term Rental Item shall be construed accordingly;
1.1.19 Sale Goods means any goods and / or equipment to be sold to the Customer in accordance with the terms of the Order;
1.1.20 Services means services to be performed by Illumin8 in accordance with the requirements of the Order;
1.1.21 Special Conditions means the special conditions that the Parties have mutually agreed in writing in relation to any Order;
1.1.22 Subcontractors means all subcontractors of any tier who are performing work in connection with the Order, their respective Affiliates and their respective directors, officers and employees (including any agency personnel);
1.1.26 Illumin8 shall have the meaning set out in the Order;
1.1.24 Illumin8 Events Group LTD means Illumin8, the Subcontractors, its and their Affiliates, and its and their respective officers and personnel (including agency
personnel), but shall not include any member of the Customer Group;
1.1.25 Technical Information means all such information provided by or caused to be provided by the Customer in connection with the Order;
1.1.26 Term shall have the meaning set out in the Order;
1.1.27 Third Party means any individual, entity or party which is not a member of the Customer Group or the Illumin8 Group;
1.1.28 User Region shall have the meaning set out in the Order; and
1.1.29 Work means collectively the supply by Illumin8 the Sale Goods, the Rental Equipment and/or the performance of the Services as specified in the Order.
1.2 Headings used in these Terms and Conditions shall not affect the interpretation of this Agreement. Any reference to a condition when used in these Terms and Conditions is to a condition of these Terms and Conditions.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
1.4 Any obligation in this Agreement on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce to that thing being done.
1.5 Words in the singular include the plural and, in the plural, include the singular. A reference to one gender includes a reference to the other gender.
1.6 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.
1.7 Any reference to an Scottish statutory provision or Scottish legal term for any action, remedy, method of judicial proceeding, legal document,
legal status, court, official or any other legal concept or thing shall, in respect of any jurisdiction other than Scotland, be deemed to include a reference to that which most nearly corresponds to the Scottish statutory provision or Scottish legal term in that jurisdiction.
2 APPLICATION OF CONDITIONS
2.1 The Special Conditions set out within any Order shall take precedence over these Terms and Conditions.
2.2 These Terms and Conditions shall apply to and be incorporated into this Agreement and prevail over any inconsistent terms or conditions
contained, or referred to, in any document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
2.3 Any acceptance or acknowledgement of an Order by the Customer, even if containing or referencing terms inconsistent with or in addition to the terms of the Order, shall be deemed as a full acceptance by the Customer of the Order, and the inconsistent or additional terms shall be
deemed ineffective unless they were specifically and expressly accepted by Illumin8 in writing.
2.4 This Agreement shall become effective and the Parties shall be bound by its terms once both Parties have signed the Order. In the event that
the Customer does not sign the Order but collects or accepts delivery of the Rental Equipment, and/or Rental Items and/or Sale Goods or allows
the Services to proceed, the Customer shall be deemed to have accepted these Terms and Conditions and agreed to be bound by them.
2.5 The terms incorporated in any Order may not be amended unless expressly agreed by the Parties in writing.
3 COMMENCEMENT AND DURATION
3.1 Illumin8 shall:
(a) supply the Sale Goods;
(b) supply the Services; and/or
(c) make available the Rental Equipment and/or Rental Items by way of hire, to the Customer during the Term, subject to the Terms and Conditions set out herein, unless and until this Agreement is terminated earlier in accordance with condition 19.
3.2 Subject to condition 3.1, if the Order provides that the Term is on a periodic hire until the Rental Equipment and/or Rental Items are returned or if the Customer does not return any Rental Equipment and/or Rental Item at the end of the Term, the Customer will hire such Rental Equipment and/or Rental Items on a periodic basis, provided that to the extent any Rental Equipment and/or Rental Items are not returned to Illumin8 at the end of a fixed term or after this Agreement has been terminated Illumin8 shall have the right to increase the Rental Charges for such unreturned Rental Equipment and/or Rental Items to its standard periodic rental charge.
4 DESCRIPTION AND CERTIFICATION
4.1 All specifications, descriptions or illustrations issued by Illumin8 are issued for the sole purpose of giving an approximate idea of the Works
described. They shall not form part of this Agreement.
4.2 The Rental Items are designed, manufactured and inspected in all material respects in accordance with the DNV2.7-1, 3 and EN11779 standards
unless otherwise specified by Illumin8.
5 SERVICES
5.1 Services will be performed in accordance with the agreed scope of work as set out in the Order.
5.2 The Customer agrees to provide Illumin8 with reasonable access to the Designated Location in order to allow Illumin8 to perform the Services. If
Customer does not grant Illumin8 the access it requires to the Designated Location and Illumin8 cannot perform the Services, Illumin8 shall have no liability in respect of any failure by Illumin8 to perform the Services and the Customer shall not be entitled to reject the Services or to claim any reduction in the Contract Price or any other remedy in respect of Illumin8’s failure to perform the Services.
6 DELIVERY
6.1 Sales Goods
6.1.1 Delivery of any Sale Goods to be supplied under any Order shall be made to the Designated Location specified in the Order (or any such other
alternative location which is agreed between the Parties) by the relevant date(s) specified in the Order.
7 ACCEPTANCE
7.1 Sales Goods
7.1.1 The Customer shall be deemed to have accepted the Sales Goods if it has not notified Illumin8 that it rejects the Sales Goods within seven (7) days
of delivery of the Sales Goods to the Designated Location.
7.1.2 If the Customer requires the Sales Goods to be manufactured to a certain specification, that specification will be set out in full in the Order (the “Specification”) and the Customer, on its acceptance or acknowledgement of the Order, will be deemed to have approved the Specification. The Customer warrants that the Specification is correct, accurate and meets all of the requirements of the Customer. Subject to condition 7.1.3, the Customer shall not be entitled to request any variation to the Specification and may not reject the Sales Goods on the basis that the Specification is incorrect or inaccurate or does not meet the requirements of the Customer.
7.1.3 The Customer may request a variation to the Specification at any time by submitting a variation order request to Illumin8. Illumin8 shall, in its sole discretion, consider whether to accept or reject the variation order request. If Illumin8 rejects the variation order request, Illumin8 shall continue to manufacture the Sales Goods to the Specification in accordance with condition 7.1.2 and Customer shall not be entitled to reject the Sales Goods on the basis that the Specification is incorrect or inaccurate or does not meet the requirements of the Customer. If Illumin8 accepts the variation order request, Illumin8 shall consider whether it is appropriate to make an adjustment to the Contract Price as a result of the variation to the Specification. If Illumin8 considers an adjustment to the Contract Price is appropriate, the adjustment shall be valued at the appropriate rates and prices included in the Order or, in the absence of any appropriate rates and prices, a fair valuation shall be made by Illumin8.
7.2 Rental Equipment and Rental Items
7.2.1 The Customer shall be deemed to have accepted the Rental Equipment and/or Rental Items in good working order and condition and free from any deficiency, defect or damage, with effect from delivery of the Rental Equipment and/or Rental Items in accordance with condition 6.2. It is the Customer’s responsibility to inspect any Rental Equipment and/or Rental Item before accepting it and the Customer must notify Illumin8 immediately if it does not believe any Rental Equipment and/or Rental Item to be as described in this condition.
7.2.2 Following acceptance of the Rental Equipment and/or a Rental Item under condition
7.2.1 the Customer shall have no right to reject such Rental Equipment and/or Rental Item.
7.3 Services
7.3.1 The Customer shall be deemed to have accepted the Services if it has not notified Illumin8, within seven (7) days of the date of completion of the Services, that the Services have not been performed in accordance with the terms of this Agreement.
7.4 General
7.4.1 Illumin8 will not be liable for any loss or damage resulting from the failure of the Customer to use the Sale Goods and/or the Rental Equipment and/or the Rental Items in accordance with any specific operating conditions set out in the Order or otherwise provided to the Customer by Illumin8.
8 RISK AND TITLE
8.1 Sales Goods
8.1.1 Title and risk in any Sale Goods to be supplied hereunder to the Customer shall pass to the Customer upon delivery of the Sale Goods to the
Designated Location in accordance with the relevant date of delivery in the Order.
8.2 Rental Equipment and Rental Items
8.2.1 The Rental Equipment and/or each Rental Item shall be at the risk of the Customer with effect from delivery until the time that such Rental
Equipment and/or Rental Item is returned to Illumin8’s Depot or such other place as required under condition 13.1.
8.2.2 If the Customer requests that Illumin8 provides transport for the Rental Equipment and/or any Rental Items to or from Illumin8’s Depot it shall do so as the Customer’s agent on such terms and conditions as Illumin8 and the Customer may agree and, subject thereto, such transportation shall be at the Customer’s sole cost and expense and risk in such Rental Equipment and/or Rental Items shall be with the Customer who shall indemnify Illumin8 against all claims in respect of any loss or damage to such Rental Equipment and/or Rental Items whilst in transit howsoever arising save as a result of Illumin8’s negligence.
8.2.3 Illumin8 will at all times retain full title to Rental Equipment and/or each of the Rental Items, notwithstanding that the Rental Equipment and/or
any such Rental Item may be:
(a) leased to and in the possession of the Customer; and/or
(b) attached to any land or property belonging to the Customer; and/or
(c) being used by the Customer in connection with any business carried on by the Customer or any third party from time to time.
8.2.4 The Customer shall take all reasonable steps to ensure that the title of Illumin8 to the Rental Equipment and/or any of the Rental Items are brought to the notice of all sub-contractors and other persons with access to the Rental Equipment and/or Rental Items and shall, at Illumin8’s request, store the Rental Equipment and/or Rental Items separately from other Items in the Customer’s possession.
8.2.5 The Customer shall save, indemnify, defend and hold harmless Illumin8 Group from all Claims relating to the ownership of Rental Equipment and/or the Rental Items which arise during or relate in any way to the Period of Hire.
8.3 Services
8.3.1 Title and risk in any equipment, goods or property owned, hired, leased or otherwise provided by the Customer which is delivered by the
Customer to Illumin8 at the Designated Location in order to allow Illumin8 to complete the Services shall remain with the Customer at all times.
9 USE OF RENTAL EQUIPMENT AND/OR RENTAL ITEMS.
9.1 The Customer warrants and undertakes that the Rental Equipment and/or Rental Items are intended to be and shall only be used and located
exclusively in the User Region for the entire duration of the Period of Hire.
9.2 The Customer may not remove the Rental Equipment and/or any Rental Items from the User Region at any time without Illumin8’s prior written
consent. Failure to comply with this obligation shall constitute a material breach by the Customer of this Agreement.
9.3 Without prejudice to condition 9.2, in the event that the Rental Equipment and/or a Rental Item is taken outside of the User Region in breach of condition 9.2 above the Rental Charges for the Rental Equipment and/or such Rental Item, for the period for which such Rental Equipment and/or Rental Item is outside the User Region, shall be the higher of (1) the periodic rental charge payable for such Rental Equipment and/or Rental Item in the User Region under this Agreement and (2) Illumin8’s prevailing rental charges applicable in the region to which such Rental
Equipment and/or Rental Item is taken, plus 50% in either case.
9.4 The Customer warrants that it will not cause the Rental Equipment and/or any Rental Item including any ancillary equipment (including Installed
Equipment) to be loaded beyond the maximum gross weight permitted by Illumin8 in respect of the Rental Equipment and/or such Rental Item or equipment, as notified by Illumin8 to the Customer from time to time. The Customer acknowledges that any overloading of the Rental Equipment and/or any Rental Item beyond the maximum permitted gross weight shall be deemed to be a material breach by the Customer of this Agreement.
9.5 The Customer warrants that, unless Illumin8 otherwise agrees in writing, it will not allow the Rental Equipment and/or any Rental Item to be used for the transport or storage of unprotected corrosive substances or materials which may cause oxidisation or undue abrasion of the interior of the Rental Equipment and/or such Rental Item or any other damage to such Rental Equipment and/or Rental Item.
9.6 The Customer shall exercise all reasonable care when using the Rental Equipment and/or Rental Items and, in particular, shall ensure that:
(a) all cargos are properly and adequately secured within the Rental Items; and
(b) adequate safety precautions are taken and maintained in respect of the use of the Rental Equipment and/or each Rental Item, including (but not limited to) where personnel enter into or otherwise use any such Rental Equipment and/or Rental Item.;
(c) the Rental Equipment and/or Rental Items are stored in a safe and hazard free environment; and
(d) it complies with Illumin8’s operating instructions regarding any Rental Equipment and/or Rental Items.
9.7 The Customer warrants that it will not permit its employees or agents to remove, cover or deface any identifying marks, numbers or signs placed on the Rental Equipment and/or any of the Rental Items by Illumin8.
9.8 The Customer shall not:
(a) make any modifications or additions to the Rental Equipment and/or any Rental Item or any Installed Equipment, whether of a temporary or permanent nature; or
(b) operate the Rental Equipment and/or any Rental Item with any part or parts not properly fitted.
9.9 The Customer shall pay for all taxes, charges and statutory permits or approvals arising out of or incidental to its use or possession of the Rental Equipment and/or Rental Items until returned to Illumin8’s Depot, including any expenses of inspection, testing and certification of the Rental Equipment and/or Rental Items by any competent authority.
9.10 The Customer warrants and undertakes that its possession and use of the Rental Equipment and/or each Rental Item, and the performance by it of its obligations under this Agreement, will at all times comply with all applicable legislation, regulations, guidance or requirements issued by any governmental or regulatory body from time to time, including in relation to health and safety, safe operation and handling, and control of hazardous substances. The Customer acknowledges that any failure by it to comply with this obligation shall constitute a material breach by the Customer of this Agreement.
9.11 The Customer warrants and undertakes that it will take all necessary precautions to prevent any damaged Rental Equipment and/or Rental Items from being put into service and Illumin8 will, under no circumstances, have any liability or responsibility for the Rental Equipment and/or Rental Items which are used by the Customer where the Customer knew or should have known that such Rental Equipment and/or Rental Items were damaged.
9.12 Any breach by the Customer of any of the provisions conditions or obligations set out in this condition 9 shall cause the Customer to:
(a) be liable for the full cost of repair restoration or maintenance of the Rental Equipment and/or Rental Items in order to return the Rental Equipment and/or Rental Item to the same condition it was in at the time that it was delivered to the Customer plus an additional 10% of such costs by way of service charge; and
(b) be liable to indemnify Illumin8 under condition 16 (without prejudice to the generality of that condition).
10 REPAIRS TO RENTAL EQUIPMENT AND/OR RENTAL ITEMS
10.1 Illumin8 warrants that it shall perform the Work in accordance with the provisions of the Order, and all Work shall be free from defects.
10.2 The Rental Equipment and all Rental Items shall be supplied to the Customer on the basis that the Customer shall be liable for all damage and loss occurring to, and as a result of the use of, the Rental Equipment and/or the Rental Items whilst in the Customer’s possession or control or whilst the Rental Equipment and/or the Rental Items are at the Customer’s risk pursuant to conditions 8 or 0 and, during such period, the Customer shall be liable at its own expense to maintain all Rental Equipment and/or Rental Items in good condition and repair (fair wear and tear excepted) and, subject to conditions 10.4 and 10.5 below, make all necessary replacements of components and parts including moving and wearing parts, all to a good and workmanlike standard and using the procedures, equipment and spare parts specified by Illumin8.
10.3 At the end of the Period of Hire, the Customer will return the Rental Equipment and/or all Rental Items to Illumin8 and Illumin8 will examine the Rental Equipment and/or the Rental Items and if appropriate raise a charge to the Customer to cover the repair and maintenance of the Rental Equipment and/or the Rental Items to Illumin8’s fleet standard. Any such necessary repairs or maintenance, other than to cover fair wear and tear, shall be charged at Illumin8’s standard rates and the Customer shall be liable to pay the full charge in respect of such repairs and maintenance. The Customer shall always have the option of withdrawing the Rental Equipment and/or any Rental Item and carrying out the necessary work to make good the Rental Equipment and/or the Rental Item at its own expense but in such case the Period of Hire in respect of such Rental Equipment and/or Rental Item will continue until the Rental Equipment and/or Rental Item is returned to Illumin8 in accordance with condition 13.
10.4 The Customer shall notify Illumin8 promptly after becoming aware of any damage to, or loss or failure of, the Rental Equipment and/or any Rental Item (or part thereof) during the Period of Hire, howsoever arising, and the Customer shall comply with Illumin8’s instructions in relation to the repair or remedy of any such damage, loss or failure. In such circumstances:
(a) should Illumin8 require the Customer to make repairs, then the Customer shall make such repairs in accordance with Illumin8’s instructions, using such materials and procedures as Illumin8 may specify and/or provide, and providing Illumin8 with all details, information and evidence of such repairs (and the standard of such repairs) as Illumin8 may require; or
(b) should Illumin8 notify the Customer that it requires such repairs to be made by Illumin8 (and/or its nominated third party), then the Customer shall permit Illumin8 and/or such third party to access and repair the relevant Rental Item(s) at such time and place and in such manner as Illumin8 may specify.
10.5 All repairs (including but not limited to parts, expenses and labour) referred to in this condition 10 shall be at the Customer’s sole cost and expense unless both:
(a) the Rental Equipment and/or the relevant Rental Item has been used by the Customer fully in accordance with this Agreement; and
(b) the relevant loss or damage is caused solely and directly by any fault subsisting or arising in the Rental Equipment and/or the relevant Rental Item that was caused by Illumin8’s breach of this Agreement and where such fault was not apparent on the inspection referred to in condition 7.1.1 above, in which case Illumin8 shall be responsible for the cost of any replacement part(s) required and the reasonable cost of labour to install such part(s), and the Customer shall be responsible for expenses incurred by Illumin8 in repairing or procuring the repair of the Rental Equipment and/or relevant Rental Item(s), including the costs of delivery travel, travel time, accommodation and subsistence.
11 LOSS OR DAMAGE OF RENTAL EQUIPMENT AND/OR RENTAL ITEMS
11.1 In the event that the Rental Equipment and/or a Rental Item is lost, partially or totally destroyed or damaged the Customer shall immediately notify such loss, destruction or damage to Illumin8 together with such documentary evidence as Illumin8 may require in relation to the circumstances of such loss, destruction or damage. Illumin8 shall be entitled in the case of partial destruction or damage to examine (at the Customer’s cost) the Rental Equipment and/or the relevant Rental Item, and Illumin8 shall be entitled at its option to the following remedies:
11.1.1 Illumin8 may declare the Rental Equipment and/or the Rental Item to be a constructive total loss (which expression shall mean incapable of economic repair, as to which Illumin8 shall be the sole judge) in which event the Customer shall meet all costs incidental to the recovery, inspection and disposal of the Rental Equipment and/or the Rental Item and will forthwith pay to Illumin8 the current replacement cost of the Rental Equipment and/or the Rental Item and Illumin8 may either:
(a) treat the Period of Hire of the Rental Equipment and/or such Rental Item as having come to an end; or
(b) replace the Rental Equipment and/or the Rental Item with different Rental Equipment or another Rental Item within such reasonable time as this can be accomplished in which event the Period of Hire of such Rental Equipment and/or Rental Item will continue; or
11.1.2 Illumin8 may carry out such repairs as are necessary to put the Rental Equipment and/or the Rental Item into the same good order and repair as such Rental Equipment and/or Rental Item was at the beginning of the Period of Hire, the cost of such repairs to be borne by the Customer. The Rental Equipment and/or relevant Rental Item will remain on hire whilst such repairs are carried out and the Customer will meet the expense of transportation to and from Illumin8’s Depot or other place of repair and all other incidental expenses.
12 DEPOSIT, PAYMENTS AND CANCELLATION
12.1The due performance of the contract is subject to alteration or cancellation by illumin8, owing to any cause beyond their responsible control. (e.g. ill health/injury/victim of crime)
12.2 In the unlikely event of severe medical, natural or other emergencies. It may be necessary to retain an alternative company. illumin8 will make every effort to secure an alternative.
12.3 In the event of cancellation by illumin8, illumin8’s liability will be limited to a full refund of any fees paid.
12.4 A booking is confirmed on payment of the deposit.
12.5 This deposit is non refundable. The deposit is applied to the contracted hire package.
12.6 Upon contract acceptance, the customer agrees to pay the full balance 30 days prior to the agreed event date as detailed in the order.
12.7 If payment is not made on the due date. illumin8 reserves the right to cancel the booking and retain the deposit fee.
12.8 Should the customer cancel within the 30 days prior to the date of hire/Events date. 50% of the final invoice total will be charged.
12.9 Payment may be made in cash, cheque (payable to illumin8 Events Group Ltd or bank transfer (details below, please use the reference box to indicate payment for services)
Account Number – 731690645Sort Code – 09-01-29 Santander – Illumin8 Events Group LTD
13 RETURN OF RENTAL EQUIPMENT AND/OR RENTAL ITEMS
13.1 At the end of the Period of Hire, unless the Parties otherwise agree, illumin8 shall collect the hired items from the location to which they were delivered.
13.2 The Customer shall ensure that Rental Equipment and/or all Rental Items shall be returned to Illumin8 in a thoroughly clean condition both externally and internally and the Rental Equipment and/or Rental Items shall be free of all foreign matter, residue of previous cargos and the like or any form of contamination and shall only be deemed to be returned to Illumin8 for the purposes of this Agreement when Illumin8 accepts return of the Rental Equipment and/or relevant Rental Item. If the Rental Equipment and/or any Rental Item is not returned in the aforesaid condition Illumin8 shall, at the Customer’s expense, arrange to have the Items cleaned as per the terms of our return to vendor (RTV) process (a copy of which can be made available upon request).
14 INTELLECTUAL PROPERTY
14.1 The Customer acknowledges that all Intellectual Property Rights used by or in connection with or subsisting in the Rental Equipment and/or
Rental Items are and shall remain the sole property of Illumin8 or (as the case may be) any third-party rights owner and the Customer shall acquire
no right, title or interest in any such Intellectual Property Rights pursuant to this Agreement.
14.2 To the extent any Intellectual Property Rights are created or otherwise arise in connection with:
(a) developments by Illumin8 Group which are based wholly on data, equipment, processes, substances and the like in the possession of Illumin8 Group at the date of the Order or otherwise wholly produced outside of the Order; or
(b) enhancements of or in the existing Intellectual Property Rights of Illumin8 Group,
such rights shall vest in Illumin8 or another company within Illumin8 Group as the case may be.
14.3 Subject to condition 14.1, to the extent any Intellectual Property Rights are created or otherwise arise in connection with:
(a) developments by the Customer Group which are based wholly on data, equipment, processes, substances and the like in the possession of the Customer Group at the date of the Order or otherwise produced outside of the Order; or
(b) enhancements of or in the existing Intellectual Property Rights of the Customer Group,
such rights shall vest in the Customer or its Affiliates as the case may be.
14.4 Except as provided in conditions 14.1 to 14.3, any Intellectual Property Rights arising or otherwise created in connection with the provision of the Work shall vest in Illumin8.
14.5 Illumin8 shall save, indemnify, defend and hold harmless the Customer Group from all Claims of every kind and nature for, or arising out of, any alleged infringement of any Intellectual Property Right of any nature, arising out of or in connection with the performance of the obligations of Illumin8 under the Order, except where such infringement necessarily arises from the Technical Information and/or the Customer’s instructions. The above indemnity is conditional on the Customer not making any admissions or statement which might have a negative effect in relation to any infringement Claims, on the Customer giving Illumin8 the earliest possible notice in writing of any Claim being made or action threatened against the Customer and on the Customer permitting Illumin8 at his own expense to conduct any litigation that may ensue and all negotiations for the settlement of the Claim.
14.6 The Customer shall save, indemnify, defend and hold harmless Illumin8 Group from all Claims of every kind and nature for, or arising out of, any alleged infringement of any Intellectual Property Right of any nature arising out of or in connection with the performance of the obligations of the Customer under the Order or the use by Illumin8 Group of Technical Information or materials or equipment supplied by the Customer.
15 CONFIDENTIALITY
15.1 The Parties agree to hold strictly confidential and not (without the prior written consent of and in accordance with any conditions imposed by
the disclosing Party) to disclose to any third party any information provided by the disclosing Party for a period of five (5) years following
completion of the performance of the Order.
15.2 Condition 15.1 shall not apply where the information was in the public domain before it was furnished to the receiving Party or, after it was
forwarded to the receiving Party , entered into the public domain otherwise than as a result of (i) a breach by the receiving Party of this condition 15 or (ii) a breach of a confidentiality obligation by the disclosure where the breach was known to the receiving Party; or where disclosure is necessary in order to comply with an order of a court of competent jurisdiction, applicable legislation or regulatory requirements.
16 INDEMNITY
16.1 Subject to condition 17, Illumin8 shall be responsible for and shall save, indemnify, defend and hold harmless the Customer Group from and
against all Claims in respect of:
(a) loss of or damage to the property of Illumin8 Group whether owned, hired, leased or otherwise provided by Illumin8 Group (other than any Rental Equipment and/or Rental Items on hire) arising from, relating to or in connection with the performance or non-performance of any Order;
(b) personal injury including death or disease to any person employed by Illumin8 Group arising from, relating to or in connection with the performance or non-performance of any Order; and
(c) subject to condition 16.4, personal injury including death or disease sustained by any Third Party or loss of or damage to the property of any Third Party to the extent that any such injury, loss or damage is caused by the negligence or breach of duty (whether statutory or otherwise) of Illumin8 Group.
16.2 Subject to condition 17, the Customer shall be responsible for and shall save, indemnify, defend and hold harmless Illumin8 Group from and against all Claims in respect of:
(a) loss of or damage to property of the Customer Group and Rental Equipment and/or any Rental Items on hire to the Customer arising from, related to or in connection with the performance or non-performance of the Order;
(b) personal injury including death or disease to any person employed by the Customer Group arising from, relating to or in connection with the performance or non-performance of the Order; and
(c) subject to condition 16.4, personal injury including death or disease sustained by any Third Party or loss of or damage to the property of any
Third Party to the extent that any such injury is caused by the negligence or breach of duty of the Customer Group.
16.3 Commencing from the effective date on which any Other Contractor became bound by a clause effectively containing the same undertaking as this condition 16.3, in any contract which any Other Contractor has entered into with the Customer, and for the duration that the Other Contractor remains bound by the provisions of such clause, Illumin8 shall save, indemnify, defend and hold harmless the Other Contractor Group
from and against all Claims in respect of:
(a) loss of or damage to property of Illumin8 Group whether owned, hired, leased or otherwise provided by Illumin8 Group arising from or relating to the performance of the Order; and
(b) personal injury including death or disease to any person employed by Illumin8 Group arising from or related to the performance of the Order; and
(c) any Consequential Loss sustained by Illumin8 Group.
16.4 All exclusions and indemnities given under this condition 16 (save for those under conditions 0 and 0 and 16) shall apply irrespective of cause and notwithstanding the negligence or breach of duty (whether statutory or otherwise) of the indemnified party or any other entity or party and shall apply irrespective of any Claim in tort, under contract or otherwise at law.
16.5 If either Party becomes aware of any incident likely to give rise to a Claim under the above indemnities, they shall notify the other Party and both Parties shall co-operate fully in investigating the incident.
17 CONSEQUENTIAL LOSS
17.1 Illumin8 shall save, indemnify, defend and hold harmless the Customer Group from any Consequential Loss suffered by Illumin8 Group arising from,
relating to or in connection with the performance or non-performance of any Order.
17.2 The Customer shall save, indemnify, defend and hold harmless Illumin8 Group from any Consequential Loss suffered by the Customer Group
arising from, relating to or in connection with the performance or non-performance of any Order.
18 LIMITATION OF LIABILITY
18.1 This condition 18.1 sets out the entire liability of Illumin8 (including any liability for the acts or omissions of its employees, agents, consultants,
and sub-contractors) to the Customer in respect of:
(a) any breach of this Agreement; and
(b) any representation, statement or tortious act or omission (including negligence) or breach of statutory duty arising under or in connection with this Agreement.
18.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
18.3 Nothing in this Agreement limits or excludes the liability of Illumin8:
(a) for death or personal injury resulting from its negligence; or
(b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Illumin8; or (c) for any liability incurred by the Customer as a result of any breach by Illumin8 of the Rental Conditions.
18.4 Subject to condition 15, Illumin8’s total cumulative liability to the Customer in connection with:
(a) the provision of the Rental Equipment and/or any Rental Item(s) or any failure to supply the Rental Equipment and/or any Rental Item(s) in compliance with the provisions of this Agreement), whether by way of indemnity, for breach of contract, warranty or guarantee obligations or by reason of any tort, statute or otherwise, shall be limited to the charges paid by the Customer to Illumin8 under this Agreement in the preceding six (6) months.
(b) the supply or failure to supply any Sales Goods or the performance or non-performance of the Services, in compliance with the provisions of this Agreement, whether by way of indemnity, for breach of contract, warranty or guarantee obligations or by reason of any tort, statute or otherwise, shall be limited to the Contract Price as set out in the relevant Order.
18.5 The limitation of liability contained in condition 18.4 shall apply irrespective of cause and notwithstanding the negligence or breach of duty (whether statutory or otherwise) of Illumin8 or any other entity or party and shall apply irrespective of any Claim in tort, under contract or otherwise at law.
19 TERMINATION
19.1 Without prejudice to any other rights or remedies which the Parties may have, either party may terminate this Agreement without liability to
the other immediately on giving notice to the other if:
(a) the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 27 days of that party being notified in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due; or the other party passes a resolution, or the court makes an order, that the other party be wound up; or a receiver, manager, or administrator on behalf of a creditor is appointed in respect of the other party’s business or any party thereof; or circumstances arise which entitle the court to make a winding-up order against the other party; or an event occurs, or proceedings are taken, with respect to the other party in any jurisdiction which has an effect equivalent or similar to any of the foregoing;
(c) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
19.2 Illumin8 may terminate this Agreement:
(a) immediately on giving notice to the Customer if the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default more than seven days after such due date;
(b) by giving the Customer not less than thirty (27) days’ written notice at any time;
(c) immediately on giving notice to the Customer if the Customer suffers or undergoes a Change of Control.
19.3 On termination of this Agreement for any reason:
(a) the Customer shall immediately pay Illumin8 for any Work performed in accordance with the Order up to the date of cancellation together with such reasonable costs as agreed between the Parties at the time of termination of the Order;
(b) the Customer shall as soon as reasonably practicable return the Rental Equipment and/or all Rental Items in accordance with condition 13. If the Customer fails to do so, then Illumin8 may at Customer’s expense enter the Customer’s premises and take possession of the Rental Equipment and/or any Rental Items that have not been returned to Illumin8. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping and the Rental Equipment and/or Rental Items shall remain at the Customer’s risk; and
(c) the accrued rights and liabilities of the Parties as at termination, and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
19.4 On termination of this Agreement (however arising), conditions 14, 15, 16, 17, 18.3, 18.4 and 21 to 30 (inclusive) shall survive and continue in full force and effect.
20 FORCE MAJEURE
Illumin8 shall have no liability to the Customer under this Agreement and shall not be deemed to be in breach of its obligations by reason of any delay in performing any obligations arising under any Order if it is prevented from, or delayed in performing, its obligations under this Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Illumin8 or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
21 ANTI-CORRUPTION
21.1 The Customer undertakes that it shall comply at all times, in all respects, with Illumin8’s Code of Ethics (the “Code”) or other similar policies or
rules as may be issued and/or amended from time to time and notified to the Customer. Breach by the Customer of the Code or other such
policies or rules shall be deemed to be a material breach by the Customer of this Agreement.
21.2 The Customer undertakes that it shall at all times take all steps not to become involved in any Corruption. In this condition “Corruption” means
bribery, extortion, fraud, deception, collusion, cartels, abusive power, embezzlement, trading in influence, money-laundering, or any similar activity including, without limitation, any activity practice or conduct which would or could constitute an offence under the UK Bribery Act 1710.
21.3 Illumin8 may terminate this Agreement without notice if the Customer is convicted of, or in the reasonable opinion of Illumin8 is guilty of, any act of Corruption, or an offence under any present or future statutory enactment or regulation concerning Corruption, or any act which would have constituted such an offence if the act, having been committed outside the United Kingdom, had been committed within the United Kingdom.
22 VARIATION
22.1 The Order shall set out a full description of the Sales Goods, Rental Equipment, Rental Items or Services required to be provided by Illumin8 to
the Customer including any specific instructions from the Customer with regards to the design of the Sales Goods (where applicable). Any amendment to the description of the Sales Goods, Rental Equipment, Rental Items or Services as set out in the Order shall require the Customer to submit a variation order to Illumin8. Illumin8 shall have the right to accept or reject such variation order. If Illumin8 rejects the variation order, Illumin8 shall only be obliged to provide the Sales Goods, Rental Equipment, Rental Items or Services as described in the original Order and the Customer shall remain obliged to pay for and accept such Sales Goods, Rental Equipment, Rental Items or Services subject to the terms of this Agreement. If Illumin8 agrees to accept the variation order, the Contract Price shall be varied accordingly in accordance with Illumin8’s standard rates or, if no applicable rate exists, in accordance with a rate determined by Illumin8, acting reasonably.
22.2 Notwithstanding condition 22.1, Illumin8 may, from time to time and without notice, alter or modify the Rental Equipment and/or any of the Rental Items in order to comply with any applicable safety or statutory requirements or for any other reason, provided that such changes do not materially affect the nature of, or the Rental Charges for, such Rental Equipment and/or Rental Items.
22.3 The Customer shall permit Illumin8 such access rights as it reasonably requires in order for Illumin8 to exercise its right under condition 22.2.
22.4 Subject to condition 22.2, no variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties.
23 WAIVER
23.1 No failure or delay by a party in exercising any right or remedy under this Agreement or by law shall constitute a waiver of that (or any other)
right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the
further exercise of that (or any other) right or remedy.
23.2 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
24 SEVERANCE
24.1 If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid,
illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the
validity and enforceability of the other provisions of this Agreement shall not be affected.
24.2 If a provision of this Agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum
modification necessary to make it legal, valid and enforceable.
25 ENTIRE AGREEMENT
25.1 This Agreement constitutes the whole agreement between the Parties and supersedes all previous agreements between the Parties relating to its
subject matter.
25.2 Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement,
representation, assurance or warranty (whether made negligently or innocently) other than any expressly set out in this Agreement as a warranty.
25.3 Nothing in this condition shall limit or exclude any liability for fraud.
26 ASSIGNMENT
26.1 The Customer shall not, without the prior written consent of Illumin8, assign or transfer this Agreement or any part of it to any person, firm or company.
26.2 The Customer is not permitted to sub-let or part with possession of the Rental Equipment and/or any of the Rental Items during the Period of hire, without Illumin8’s prior written consent. The Customer acknowledges that any breach by it of this obligation shall constitute a material breach by the Customer of this Agreement.
26.3 If consent to sub-let is given by Illumin8 in accordance with condition 26.2, then without prejudice to condition 16 the Customer shall be deemed
to indemnify and keep indemnified Illumin8, on a full indemnity basis, from and against all losses, costs, expenses, charges, liabilities and claims that Illumin8 may suffer or incur arising out of or in connection with any act or omission of the sub-Customer, including but not limited to any act or omission of the sub-Customer which, if the sub-Customer had been a party to this Agreement in place of the Customer, would have constituted a breach of this Agreement by the Customer.
27 NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to, or shall be deemed to constitute a partnership or joint venture of any kind between the Parties, nor (save for condition 8.2.2) to constitute either party the agent of the other for any purpose. Save as expressly set out herein, neither party shall have authority to act as agent for, or to bind, the other party in any way.
28 RIGHTS OF THIRD PARTIES
28.1 Subject to condition 28.3, the Parties intend that no provision of this Agreement shall, by virtue of the Contracts (Rights of Third Parties) Act
1699 (“the Act”) confer any benefit on, nor be enforceable by any person who is not a Party to the Agreement.
28.2 For the purposes of this condition, “Third Party” shall mean any member of the Customer Group (other than the Customer) or Illumin8 Group
(other than Illumin8).
28.3 Subject to the remaining provisions of the Agreement, condition 14.5, condition 14.6, condition 16, condition 15.8 and condition 17 are
intended to be enforceable by a Third Party.
28.4 Notwithstanding condition 28.3, the Agreement may be rescinded, amended or varied by the Parties to the Agreement without notice to or the
consent of any Third Party even if, as a result that Third Party’s right to enforce a term of this Agreement may be varied or extinguished.
28.5 The rights of any Third Party under condition 28.3 shall be subject to the following: –
(a) any claim, or reliance on any term of the Agreement by a Third Party shall be notified in writing in accordance with the requirements of condition 16.5 and condition 29 by such Third Party as soon as such Third Party becomes aware that an event is likely to give rise to such a claim and such notification shall contain the following information as a minimum:
(i) details of the occurrence giving rise to the claim; and
(ii) the right relied upon by the Third Party under the Agreement
(b) the provisions of condition 30 shall apply in respect of any claim by a Third Party in that the relevant parties agree to resolve any dispute between them in a prompt and amicable manner by adopting the provisions of condition 30; and
(c) the Third Party’s written agreement to submit irrevocably to the jurisdiction of the Scottish Courts in respect of all matters relating to such rights.
28.6 In enforcing any right to which it is entitled by virtue of the Act and the provisions of this Agreement, the remedies of a Third Party shall be limited to damages.
28.7 A Third Party shall not be entitled to assign any benefit or right conferred on it under this Agreement by virtue of the Act.
29 NOTICES
29.1 Any notice or other communication required to be given under this Agreement shall be in writing and shall be delivered personally, or sent by
pre-paid first-class post, recorded delivery or by commercial courier to the address set out for that party above and in the case of Illumin8 marked for the attention of the Sales Director, or as otherwise specified by the relevant party by notice in writing to the other party.
29.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address in accordance with condition 29.1, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
30 GOVERNING LAW AND JURISDICTION
30.1 The Parties agree that this Agreement and any dispute or claim arising out of or in connection with this Agreement, its negotiation or its subject
matter, or any non-contractual obligation arising in connection with the foregoing, shall be governed by and construed in accordance with Scottish law.
30.2 Each of the Parties irrevocably agrees to submit to the exclusive jurisdiction of the courts of Scotland in relation to any claim or matter
arising out of or in connection with this Agreement, its negotiation or its’ subject matter, or any non-contractual obligation arising in connection with the foregoing.
31 HEALTH, SAFETY AND ENVIRONMENT
31.1 The Customer shall advise Illumin8, in writing, of any health and safety rules and procedures which apply to the Works. Illumin8 shall comply with all of the Customer’s safety rules and procedures which are intimated to Illumin8 in writing.
31.2 If, in the reasonable opinion of Illumin8, the Designated Location or any part thereof, or any aspects thereof, fail to comply with any reasonable
safety standards, including but not limited to applicable rules and regulations on health and safety in force from time to time, or would be reasonably likely to cause an accident or incident or would prevent Illumin8 from ensuring a safe working environment for its employees, representatives, agents and Subcontractors, Illumin8 shall, on giving written notice to the Customer, be immediately entitled to:
(a) postpone commencement of the Work; and/or
(b) suspend all or any part of the Work that has been commenced and remove its employees, representatives, agents and Subcontractors from the Designated Location; until such time as the Customer has met such reasonable safety standards.
32 DATA PROTECTION
The Customer acknowledges the principles set out in Illumin8’s privacy policy, which can be found at the following link: www.Illumin8events.com and accepts and agrees to comply with the terms of Illumin8’s privacy policy at all times.
CONTACT
07794948735 
