Equipment Rental Agreement V2

This Agreement is the Equipment Rental Agreement between Bespoke Merchant Solutions Ltd (“BMS”) and You (“Agreement”). BMS shall be referred to as the (“Provider”) herein.

1. Definitions and Interpretation

In this Agreement:

a) “Party” means BMS or You (as the case may be) and “Parties” shall be interpreted accordingly.

b) “Sections 1, 2, 3 and 4” are references to those sections on the Page 1 of this Agreement.

c) “Commencement Date” refers to the date in which this Agreement will commence on the date of signature.

d) “Start Date” means the date You will begin making payments in accordance with the Agreement on the date provided by the Provider once all relevant documents have been executed.

e) “TE” refers to a Trigger Event, which is a course of action that may be deemed unlawful, or violates the Term of Service, or Conditions of the Provider.

f) “Remaining Contractual Value” (“RMC”), means the number of months left outstanding on the contract, multiplied by the monthly reoccurring charge.

g) “Initial Fixed Term” the Agreement will continue from the Start Date for the Term as specified in Section 2.

h) Unless 90 day’s prior written notice of termination is given by either Party before the end of the Initial Term, the Agreement shall automatically renew for the same term (“Additional Term”) and may continue in the same manner for subsequent terms.

2. Equipment Rental Charges

a) The payments You are legally obliged to pay relating to this Agreement are set out in the section 3 (“Equipment Rental Charges”) and apply to the Initial Fixed Term and any Additional Fixed Term(s).

b) A cancellation fee of £50.00 will be charged each time a Direct Debit is cancelled, or You fail to make at the time the Direct Debit is due (“Cancelled Direct Debit Fee’”), to cover the Provider’s reasonable administration costs.

c) An additional late payment fee of £40.00 will be charged for late payments (“Late Fee”) to cover the Provider’s reasonable administration and/or recovery costs.

d) The Provider may waive any associated fees at its sole discretion.

e) Interest may be charged on overdue amounts at 8% per annum above the Bank of England base rate, in line with the Late Payment of Commercial Debts (Interest) Act 1998.

f) All amounts in this Agreement are exclusive of VAT, which shall be payable in addition where applicable.

3. Payment

a) All Equipment Rental Charges and any Late &/or Cancelled Direct Debit Fees are to be paid by Direct Debit.

b) The Provider will notify You of any Late Fees 3 days prior to the Direct Debit being taken.

c) You must complete and sign a Direct Debit form, provided by The Provider.

d) All monies paid to The Provider will be non-refundable.

4. Early Termination

a) Provider has the sole right to allow You to terminate this Agreement before the end of any term. If permitted, You must first pay the full RMC and all outstanding Fees, including Late Fees, relating to the relevant term to the Provider before termination.

b) The Provider has the right to terminate this Agreement at any time by giving You no less than 30 calendar days written notice.

c) If terminated under clause 4(b) then You will only pay any Fees and Late Fees outstanding up to the termination date.

d) Provider may terminate this Agreement with immediate effect if:

– You materially breach this Agreement.

– misuse, damage/destroy the equipment.

– your account remains in arrears for a period of over 2 months.

e) If this Agreement is terminated by the Provider as per clause4(d) then You will pay all outstanding Fees and Late Fees relating to the relevant term to the Provider within 7 calendar days of notice by the Provider.

f) Should a TE occur during the term or any subsequent terms of this Agreement the RMC, plus all outstanding fees, including late fees shall become immediately payable. g) Termination by You is only valid if requested by a duly authorised representative of Your organisation.

5. Returns

a) Equipment refers to the items specified on Page 1.

b) Equipment must be returned in good working order to the Provider’s registered address within 14 calendar days of any request.

c) A Replacement Fee equal to the full replacement value of the terminal will be charged, if Equipment is not returned within 14 days of request.

d) A Refurbishment Fee of 20% of the total value of all Equipment Rental Charges will be charged for each returned item requiring refurbishment.

e) The Provider may waive any Fee at its sole discretion.

f) The Provider is not responsible for Your costs incurred for the return of the Equipment.

g) You are responsible for loss, damage (including accidental), or defamation of the Equipment until returned and received by the Provider. h) The Provider always retains full ownership of the Equipment.

6. Liability

a) BMS is not liable for any loss of profits, anticipated savings, revenue, data, business, goodwill, reputation, indirect or losses of any kind arising under this Agreement.

b) Nothing in this this Agreement excludes liability for death or personal injury, fraudulent misrepresentation or any liability which cannot excluded by law.

c) The total aggregate liability of BMS under or in connection with this Agreement shall not exceed the total Fees paid by You to BMS.

d) BMS shall not be responsible for any failure or delay caused by events beyond its reasonable control, including but not limited to system outages, strikes, lockouts, industrial disputes, acts of God, governmental restrictions, or network failures.

e) You are fully responsible for the Equipment while it is in your possession, including any loss, theft, damage or, or destruction, whether accidental or deliberate, until it has been returned and received by the Provider.

f) You will be liable to pay all costs associated with replacement or refurbishment of damaged Equipment.

7. Data

a) You authorise BMS to use data provided by You for the purpose of providing the services and fulfilling obligations under this Agreement.

b) BMS shall collect, process, and store all personal data in accordance with the UK GDPR and the Data Protection Act 2018.

c) Both Parties agree to always comply with their respective data protection obligations.

d) By signing this Agreement, You consent to BMS processing data in accordance with its Privacy Policy.

e) BMS may contact You about related products or services.

8. Confidentiality and Intellectual Property

a) Both Parties shall keep confidential all information relating to the other’s business, except where:

i) information is public knowledge other than through a breach of this Agreement,

ii) information was lawfully in the recipient’s possession before disclosure,

iii) information is received from a third party free

b) Upon termination, each Party shall return or dispose of the other’s Confidential Information upon request.

c) These obligations shall continue for five (5) years after termination.

d) All intellectual property provided by either party in connection with this Agreement shall remain the property of that Party.

e) Each Party shall only use the other Party’s confidential information or intellectual property for the performance of its obligations under this Agreement and not for other purposes.

9. Assignment

a) You acknowledge and agree that BMS may assign or transfer this Agreement, and all its content as well as any outstanding debts, as per the Law of Property Act 1925, s136 owed by You under this Agreement to a third-party assignee, including but not limited to debt collection agencies or purchasers of debt, without requiring Your further consent.

b) In the event of such assignment, BMS will provide notice to You in writing of the identity of the assignee and the amount of debt assigned.

c) Nothing in this clause shall limit BMS’s other rights or remedies in the event of late or non-payment under this Agreement.

d) You shall not assign, transfer, or otherwise dispose of this Agreement, or any rights or obligations under it, without the prior written consent of the Provider.

10. Non-Circumvention

Both Parties agree not to circumvent or attempt to circumvent this Agreement, including in relation to the calculation and payment of Fees.

11. Force Majeure

a) The Provider is not liable for failure or delay due to events beyond its reasonable control including but not limited to strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.

b) The Provider will use reasonable efforts to resume performance.

12. Nature of Agreement

a) This Agreement constitutes the entire agreement and may only be varied in writing signed by authorised representatives of both Parties.

b) All conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

c) Any failure or delay to enforce rights under this Agreement shall not constitute as a waiver of those rights.

d) No waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

e) Provisions deemed invalid or unenforceable by a court shall not affect the validity of any of the remaining provisions within this Agreement.

f) If BMS does not insist immediately that You comply with or fulfil any obligations under this Agreement, or if it delays enforcement regarding a breach of this Agreement by You, then it may still enforce the terms set out under this Agreement at any time.

g) In accordance with the Contracts (Rights of Third Parties) Act 1999, no third party may enforce terms under this Agreement. Parties may change terms without third-party consent.

13. Notices and Service

a) Any notice or other communication required or permitted by this Agreement shall be in writing and delivered:

i) by hand;

ii) by pre-paid registered post; or

iii) by email, facsimile or comparable means of electronic communication at the registered address provided.

b) Notices sent by post shall be deemed received on the day after posting, provided the envelope was correctly addressed, prepaid, and registered, and not returned as undelivered.

c) Notices sent by email or comparable electronic means shall be deemed received on the date of transmission, provided a confirming copy is sent by hand or registered post within 24 hours.

d) Service of any document for legal proceedings arising out of this Agreement shall be effected by delivery to the Party’s registered or principal office, or any other address notified in writing by the Party.

14. Jurisdiction

a) This Agreement shall be governed by the laws of England and Wales.

b) The Parties submit to the exclusive jurisdiction of the courts of England and Wales.

Upon signing this Agreement, You agree that the information given by You or anyone on behalf of You to BMS relating to this Agreement is correct and accurate, and that the signatory has the authority to bind You and is at least 18 years old.