VENUE HIRE TERMS AND CONDITIONS
(PRIVATE FUNCTIONS)

 

BACKGROUND:

These Terms and Conditions shall apply to the hire of Deepdale Farm, Keldholme, Kirkbymoorside,York, YO62 6LE from Charlotte Lawson (“the Company”) by customers who are hiring the Venue for private, non-commercial purposes.

 

  1. Definitions and Interpretation
    • In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Booking” means the arrangement of the hire of the Venue including, but not limited to, setting the dates for the Hire Term, agreeing the Hire Fees, specifying the nature of the Event and setting out any additional requirements the Customer may have;
“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in Keldholme;
“Catering Service” means the catering service operated by or nominated by the Company which shall be available to provide food and drinks at the Venue and the Event;
“Customer” means the customer who is hiring the Venue subject to these Terms and Conditions;
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with these Terms and Conditions (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Deposit” means the sum payable by the Customer under Clause 4 of these Terms and Conditions and as set out in the Hire Agreement;
“Event” means the event or function which the Customer intends to host at the Venue subject to these Terms and Conditions;
“Hire Agreement” means the agreement entered into by the Customer and the Company incorporating these Terms and Conditions which shall govern the hire of the Venue;
“Hire Fees” means the sum payable by the Customer for the hire of the Venue as determined under Clause 5 of these Terms and Conditions;
“Hire Term” means the total duration of the Venue hire as defined in Clause 3 of these Terms and Conditions and detailed in the Hire Agreement; and
“Venue Personnel” means any of the Company’s employees that are assigned to the Event for the purposes of setting up, managing, staffing or otherwise assisting with the Event in accordance with Clause 19 of these Terms and Conditions.

 

1.1 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.1.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.1.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.1.3 “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;
1.1.4 a Schedule is a schedule to these Terms and Conditions;
1.1.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and
1.1.6 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
1.2 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.3 Words imparting the singular number shall include the plural and vice versa.
1.4 References to any gender shall include the other gender.
1.5 References to persons shall include corporations.

 

2. Booking
2.1 At the time of making a Booking the Customer shall describe the proposed Event. Details required include the theme, the purpose, the number of guests to be invited, entertainment to be provided, technical requirements and catering requirements. The Company shall provide a booking form to the Customer which shall provide prompts for all required information.
2.2 At the time of making a Booking or as soon as possible thereafter (not less than 2 months prior to the start of the Hire Term) the Customer shall supply to the Company a copy of the guest list for the Event.
2.3 When making the Booking the Customer shall provide the date and duration of the Event. The Company shall use all reasonable endeavours to satisfy the Customer’s requirements. If the requested dates are not available, the Company shall offer the nearest available dates.
2.4 Once the Booking is made and the Deposit paid in accordance with Clause 4 the Venue shall be reserved for the Customer for the agreed Hire Term subject to these Terms and Conditions.

 

3. Hire Term
3.1 The Venue may be booked for a minimum of 2 days and a maximum of 4 days. The Company shall endeavour to accommodate requirements for longer periods however such extended terms are available at the exclusive discretion of the Company and by agreement only.
3.2 The Hire Term shall be agreed at least 2 months in advance of the Event at the time of Booking and may only be subsequently varied by the Customer giving written notice to the Company not less than 2 months prior to the start of the Hire Term.
3.3 The agreed Hire Term will be set out in the Hire Agreement.

 

4. Deposit
4.1 At the time of Booking the Customer shall be required to pay a Deposit to the Company. The Deposit shall be 10% of the total Hire Fees. Bookings shall not be deemed confirmed until the Deposit is paid in full.
4.2 Subject to the cancellation provisions set out in Clause 6 the Deposit shall be non-refundable.

 

5. Fees and Payment
5.1 The Hire Fees will be determined by reference to the length of the Hire Term, calculated based on a daily rate, the required Venue Personnel as calculated in accordance with Clause 19 and any additional items which may be included in the Venue hire, as set out in the Hire Agreement.
5.2 [In limited circumstances concessionary rates may be available. Such rates shall apply to the hire of the Venue by non-profit organisations, educational establishments, charities and similar organisations. The Customer may consult with the Company at the time of Booking in this regard. Concessionary rates are available at the exclusive discretion of the Company and by agreement only.]
5.3 All payments required to be made pursuant to the Hire Agreement by either Party shall be made, by credit card, debit card or BACS, within 1 months of the date of the relevant invoice in stirling in cleared funds to such bank in HSBC as the other Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.
5.4 Where any payment pursuant to the Hire Agreement is required to be made on a day which is not a Business Day, it may be made on the next following Business Day.
5.5 If either Party fails to pay on the due date any amount which is payable to the other pursuant to the Hire Agreement then, without prejudice to and notwithstanding sub-Clause 26.3.1, that amount shall bear interest from the due date until payment is made in full, both before and after any judgment, at the rate of 10% per annum over the HSBC base rate from time to time in force.

 

6. Cancellation of Booking
6.1 Subject to the provisions of Clause 26 the following shall apply to cancellation of the Booking by the Customer:
6.1.1 If the Customer cancels the Booking more than 1 Year ahead of the start of the Hire Term the Company shall issue a full refund of all sums paid, excluding the Deposit.
6.1.2 If the Customer cancels the Booking less than 1 year but more than 9 8 months ahead of the start of the Hire Term the Company shall refund of any sums paid less the Deposit.
6.1.3 If the Customer cancels the Booking less than 4 months ahead of the start of the Hire Term the Company shall retain all sums paid and any outstanding Hire Fees shall become immediately payable. No refund shall be issued.
6.1.4 If the Customer does not cancel the Booking but fails to attend at the time of the Hire Term the Company shall retain all sums paid and shall charge the Customer an additional non-attendance penalty which shall be set out in the Hire Agreement.
6.2 Subject to the provisions of Clause 26 the Company may cancel the Booking at any time prior to the start of the Hire Term and shall refund all sums paid, including the Deposit.
6.3 Where any refunds are due, such refunds shall be paid by bank transfer within 5 Business Days of the event triggering such refund.

 

7. Technical Facilities
7.1 The Company shall provide the following facilities as standard at no additional cost:
7.1.1 Electricity connections for lighting and amps.
7.1.2 bunting
7.1.3 hanging lanterns
7.1.4 fairy lights
7.1.5 straw bales
7.2 The following items are also available at additional cost, such cost to be reflected in the Hire Fees:
7.2.1 Staff on the event day.
7.2.2 Large straw bales
7.2.3 Licensed Bar
If the Customer requires the use of any additional items detailed in sub-Clause 7.2 these shall be specified at the time of Booking or as soon as possible thereafter. The Company cannot guarantee the availability of such facilities if booked or requested less than 1 month prior to the start of the Hire Term.

 

8. Use of the Venue
8.1 If any additional equipment such as staging, lighting or similar is supplied and used by the Customer for the Event, such equipment may only be used in such a way which does not require any destructive fixing to the structure of the Venue. No fixings requiring glue, nails, tacks, screws or similar are permitted.
8.2 The Customer shall bear the costs of making good any damage to the Venue caused as a result of the Event including, but not limited to, any damage done as a result of violation sub-Clause 8.1.
8.3 The Customer may not, at any time, have gas cylinders in the Venue or any other containers of substances which are noxious, corrosive, toxic, explosive or hazardous without the prior written permission of the Company, such permission to be sought at least 6 months prior to the start of the Hire Term.
8.4 The Customer may not, at any time, allow live animals into the Venue without the prior written permission of the Company, such permission to be sought at least 2 months prior to the start of the Hire Term. This prohibition does not include guide dogs for the blind which shall be permitted at all times.
8.5 Except where it is permitted under the provisions of the Hypnotism Act 1952 the Customer shall not permit any hypnosis to take place during the Event.
8.6 The Customer may not at any time use candles or other lighted flames inside the Venue without the prior written permission of the Company.
8.7 No sale of goods may take place during the Event without the prior written permission of the Company.

 

9. Health and Safety
9.1 Any and all electrical equipment to be used by the Customer during the Event must be fully PAT Tested. All such equipment must bear the appropriate labels and be accompanied by the appropriate certificates as proof of such testing and compliance.
9.2 The Company shall have the right to inspect electrical equipment at any time during the Hire Term for compliance with sub-Clause 9.1 and shall have the right to remove, or request the removal of, any equipment not in compliance with that provision from the Venue.
9.3 The Venue has a total of 6 electrical sockets. A maximum of 6 of those sockets may be used simultaneously at any given time. The use of multi-socket adapter plugs or extension blocks (of up to 4 sockets) is permitted.
9.4 The Customer shall be made aware of all fire exits and fire equipment prior to the start of the Hire Term. All fire exits and access thereto must remain completely unobstructed. All signs for fire exits and equipment must remain as prominent and visible as they are when the Venue is unoccupied. Fire equipment must not be moved from its present location unless being used for its intended purpose.
9.5 A maximum of 200 guests and 20 staff shall be permitted in the Venue at any given time. The Company shall have the right to inspect the Venue at any time during the Hire Term and shall request the removal of any number of persons in excess of the numbers stated above.

 

10. Access to the Venue
10.1 The Customer shall be provided with a plan of the Venue showing access points. The loading and unloading point is located a the entrance to the barns
10.2 Access for loading and unloading is permitted between 7am and 7pm. Access outside of these hours shall be by prior arrangement only and at the Company’s sole discretion.
10.3 Parking facilities are available for guests. This is accessed in the field on the left of the drive approaching Deepdale Farm.

 

11. Stewarding
11.1 Stewards for the Event will be provided by the Company and will be responsible for overseeing emergency procedures including, but not limited to, evacuation of the Venue in case of fire. All stewards will be free of any additional duties at all times.
11.2 Stewards will be suitably qualified, over the age of 18 and will be on duty at any time that there are members of the general public in the Venue during the Term of Hire.
11.3 All stewards will be easily identifiable as such.

 

12. Disability Provision
12.1 Wheelchair access is provided as standard at the Venue allow not all areas are accessible. The two main barns can be accessed from a wheelchair but toilets will depend on those hired by the cutomers.
12.2 For fire safety reasons wheelchair users may only account for a maximum of 20% of the Venue’s guest capacity. If a greater number of wheelchair users will be attending the Event the Customer must submit a written request for increased capacity to the Company. The Company shall use all reasonable endeavours to satisfy such a request.
12.3 The Venue is not fitted with an induction loop for hearing aid users.

 

13. Good Order and Nuisance
13.1 The Customer shall be required to keep all guests under a reasonable level of control. This obligation shall extend to noise levels, general behaviour and sobriety. This obligation shall also apply to other individuals such as performers hired by the Customer that are not under the control the responsibility of the Company.
13.2 Noise must be kept to a reasonable level at all times. The Customer must ensure that no noise escapes the Venue.
13.3 Amplified music used for the Event must not exceed 100 db at any time.
13.4 Fireworks are not permitted due to the livestock near the farm.

14. Recording and Broadcasting
14.1 No recording of sound or video shall be permitted for commercial reasons during the Event without the prior written consent of the Company, such consent not to be unreasonably withheld.
14.2 No broadcasting of any kind may take place during the Event without the prior written consent of the Company, such consent not to be unreasonably withheld. This includes, but is not limited to, radio broadcasting, television broadcasting by any means and internet streaming. Textual updates including blogging are not prohibited.
14.3 The prohibition in sub-Clause 14.1 does not apply to video shot by a professional in their normal course of business if their services have been procured by the Customer.

 

15. Films
15.1 The Customer may show films during the Event provided any such shows are given in accordance with the provisions of the Cinemas Act 1985. Under that Act, the Customer must provide at least 7 days written notice to the Company of its intention to show a film.
15.2 Where a projector is to be used for showing the film a clear area of at least 1 meter must be left around the projector. Only authorised personnel shall be permitted within that perimeter during the opening hours of the Event.

 

16. Music
16.1 Music is the choice of the customer and is their responsibility to book.

 

17. Catering
17.1 If the Customer chooses to use a catering service of their own choice they must submit details of that service to the Company at least 1 month prior to the start of the Hire Term for approval, such approval not to be unreasonably withheld.
17.2 It is the customers responsibility to liase with the catering company to ensure provisions are made for their catering facilities.
17.3 If the Customer chooses to use a third party catering service the Company shall have the right to inspect any food brought to the Venue. Further to this right the Company may audit the caterer for food safety and hygiene. Any such inspections and audits shall be carried out at the exclusive discretion of the Company.

 

18. Licensing and Alcohol
Deepdale Farm can provide a licensed bar and associated staff at the Venue. [If the Customer requires use of the bar it shall provide at least 4 written notice of its intention to use it.]

 

19. Venue Personnel
19.1 Deepdale Farm can provide required Venue Personnel for the Event. Staff such as bar staff can be arranged for the day at £8 ph.
19.2 The Venue Personnel requirements shall be based upon the information provided by the Customer at the time of Booking.
19.3 The cost of the required Venue Personnel shall form part of the Hire Fees as calculated in accordance with Clause 5.

 

20. Removal following Event
Unless otherwise agreed the Customer shall be required to vacate the Venue at the end of the Hire Term. Where the nature of the Event necessitates additional time to remove any of the Customer’s property an alternative leaving time shall be agreed at the time of Booking.

 

21. Insurance
The Company has in place insurance cover for the Venue and all other property of the Company which is in the Venue either permanently or only for the duration of the Hire Term. The Company’s insurance shall not cover the Customer’s property nor that of any third parties.

 

22. Liability and Indemnity
22.1 Deepdale Farm will not be liable for any personal injury or damage to property which occurs during the Event save for personal injury which is attributable to improperly maintained equipment or structural work owned and maintained by Deepdale Farm.
22.2 Deepdale Farm will not be liable for any other loss or damage arising out of any circumstances beyond its reasonable control.
22.3 Nothing in these Terms and Conditions restricts the Deepdale Farm’s liability for death or personal injury arising out of any act or omission of the Deepdale Farm or the Venue Personnel.

 

23. Data Protection
Deepdale Farm will not share the Customer’s personal data with any third parties for any reasons without the prior consent of the Customer. Such data will only be collected, processed and held in accordance with Deepdale Farm’s rights and obligations arising under the provisions and principles of the Data Protection Act 1998.

 

24. Confidentiality
24.1 Each Party undertakes that, except as provided by sub-Clause 24.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Hire Agreement and after its termination:
24.1.1 keep confidential all Confidential Information;
24.1.2 not disclose any Confidential Information to any other party;
24.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Hire Agreement;
24.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
24.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 24.1.1 to 24.1.4 above.
24.2 Either Party may:
24.2.1 disclose any Confidential Information to:
24.2.1.1 any sub-contractor or supplier of that Party;
24.2.1.2 any governmental or other authority or regulatory body; or
24.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by the Hire Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 24.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 24, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
24.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Hire Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.
24.3 The provisions of this Clause 24 shall continue in force in accordance with their terms, notwithstanding the termination of the Hire Agreement for any reason.

 

25. Force Majeure
25.1 No Party to the Hire Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
25.2 [In the event that a Party to the Hire Agreement cannot perform their obligations thereunder as a result of force majeure for a continuous period of 6 hours, the other Party may at its discretion terminate the Hire Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all services rendered (including, but not limited to Venue Hire) up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Hire Agreement.]

 

26. Term and Termination
26.1 the Hire Agreement shall come into force on the agreed commencement date and shall continue for an agreed Term from that date, subject to the provisions of this Clause 26.
26.2 In the event of cancellation under Clause 6, the Hire Agreement shall immediately terminate.
26.3 Either Party may immediately terminate the Hire Agreement by giving written notice to the other Party if:
26.3.1 any sum owing to that Party by the other Party under any of the provisions of the Hire Agreement is not paid within 10 Business Days of the due date for payment;
26.3.2 the other Party commits any other breach of any of the provisions of the Hire Agreement and, if the breach is capable of remedy, fails to remedy it within 10 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
26.3.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
26.3.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
26.3.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Hire Agreement);
26.3.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
26.3.7 that other Party ceases, or threatens to cease, to carry on business; or
26.3.8 control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of the Hire Agreement. For the purposes of this Clause 26, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
26.4 For the purposes of sub-Clause 26.3.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
26.5 The rights to terminate the Hire Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

 

27. Effects of Termination
Upon the termination of the Hire Agreement for any reason:
27.1 any sum owing by either Party to the other under any of the provisions of the Hire Agreement shall become immediately due and payable;
27.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Hire Agreement shall remain In full force and effect;
27.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Hire Agreement which existed at or before the date of termination;
27.4 subject as provided in this Clause 27 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
27.5 each Party shall (except to the extent referred to in Clause 24 immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

 

28. No Waiver
No failure or delay by either Party in exercising any of its rights under the Hire Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Hire Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

 

29. Further Assurance
Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Hire Agreement into full force and effect.

 

30. Costs
Subject to any provisions to the contrary each Party to the Hire Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Hire Agreement.

 

31. Set-Off
Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Hire Agreement or any other agreement at any time.

 

32. Assignment and Sub-Contracting
32.1 [Subject to sub-Clause 32.2] The Hire Agreement is personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
32.2 [The Company shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Hire Agreement, be deemed to be an act or omission of the Company.]

 

33. Time
33.1 [The Parties agree that all times and dates referred to in the Hire Agreement shall be of the essence of the Hire Agreement.]
OR
33.2 [The Parties agree that the times and dates referred to in the Hire Agreement are for guidance only and are not of the essence of the Hire Agreement and may be varied by mutual agreement between the Parties.]

 

34. Relationship of the Parties
Nothing in the Hire Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Hire Agreement.

 

35. Non-Solicitation
35.1 Neither Party shall, for the term of the Hire Agreement and for a period of 3 months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Hire Agreement [without the express written consent of that Party].
35.2 Neither Party shall, for the term of the Hire Agreement and for a period of 3 months after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party [without the express written consent of that Party].

 

36. Third Party Rights
36.1 [No part of the Hire Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Hire Agreement.]
OR
36.2 [The Parties acknowledge that the Hire Agreement is intended to benefit and shall so benefit for the purposes of the Contracts (Rights of Third Parties) Act 1999 and, subject thereto, the Parties confirm their intent not to confer any rights on any other third parties under the Hire Agreement.]
36.3 Subject to this Clause 36 the Hire Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.

 

37. Notices
37.1 All notices under the Hire Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
37.2 Notices shall be deemed to have been duly given:
37.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
37.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
37.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
37.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

 

38. Entire Agreement
38.1 the Hire Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
38.2 Each Party acknowledges that, in entering into the Hire Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Hire Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

 

39. Counterparts
the Hire Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

 

40. Severance
In the event that one or more of the provisions of the Hire Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Hire Agreement. The remainder of the Hire Agreement shall be valid and enforceable.

 

41. Dispute Resolution
41.1 The Parties shall attempt to resolve any dispute arising out of or relating to the Hire Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
41.2 [If negotiations under sub-Clause 41.1 do not resolve the matter within 1 week of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.]
41.3 [If the ADR procedure under sub-Clause 41.2 does not resolve the matter within 1 week of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
41.4 The seat of the arbitration under sub-Clause 41.3 shall be England and Wales. The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.]
41.5 Nothing in this Clause 41 shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
41.6 The decision and outcome of the final method of dispute resolution under this Clause 41 shall [not] be final and binding on both Parties.

 

42. Law and Jurisdiction
42.1 These Terms and Conditions and the Hire Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
42.2 Subject to the provisions of Clause 41, any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or the Hire Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.