Terms and Conditions

1 Definitions and Interpretation

1.1 In the Contract the following terms have the following meanings:

Business Day means any day which is not a Saturday, Sunday or a public or bank holiday in England;

Confidential Information means any and all confidential information in whatever form (whether written, oral, visual, electronic, magnetic or other media), however conveyed or presented, disclosed by a party or its Related Persons to the other party and/or its Related Persons concerning the business, affairs, operations, customers, prospective customers, processes, budgets, pricing policies, products, strategies, opportunities, developments, trade secrets, know-how, designs, software, personnel and suppliers of the disclosing party or any member of the disclosing party’s Group together with all information derived by the other party from any such information and any other information which ought reasonably be considered to be confidential or proprietary having regard to the nature of the information and the circumstances of the disclosure (whether or not it is marked ‘confidential’);

Contract means the legal agreement between SLX and the Customer, incorporating the Order, these Terms and Conditions, and any other documents expressly incorporated by reference;

Customer means the party procuring the Equipment and/or Services, as set out in the Order;

Customer Environment means the Customer’s systems and facilities at the Customer Location, including power and other utilities, hardware, software, and other systems in connection with which the Equipment shall be Installed, connected, or otherwise interoperate or communicate;

Customer Location the Customer location, or each location if there are multiple locations, for Installation and use of the Equipment, as specified in the Contract or otherwise agreed in writing by the parties;

Delivery means the delivery of the Equipment to the Customer Location at the time and via the means agreed in writing or otherwise reasonably determined by SLX, or the collection of the Equipment from SLX’s designated location, and Deliver/Delivered shall be construed accordingly;

Deposit the Contract deposit (if any) specified in the Order;

Equipment means the goods, components or other items hired or sold by SLX and any part thereof;

Force Majeure Event means any cause affecting the performance by a party of any of its obligations under this Contract which is beyond its reasonable control. For the avoidance of doubt, any changes or restrictions imposed in connection with the COVID-19 pandemic or any similar pandemic or epidemic known when the Contract is formed shall not constitute a Force Majeure Event unless agreed otherwise by both parties;

Hire means the temporary rental of the Equipment for use at the Customer Location, for the Hire Period and subject to payment of the Hire Charges;

Hire Charges means the charges payable by the Customer for the Hire of the Equipment and any associated Services, including the Deposit (where applicable), as set out in the Order;

Hire Period means the hire period for the Equipment, as set out in the Order and subject to extension or renewal as agreed by the parties in writing;

Installation means installing the Equipment at the Customer Location, and Installing/Install/Installed shall be construed accordingly;

IPR means any of the following rights existing in any part of the world: all patents, utility models, rights to inventions, unregistered design right, design rights, registered designs, copyright and neighbouring and related rights, moral rights, semiconductor topography rights, trade and service marks, rights in get-up and trade dress, trade names, logos, goodwill and the right to sue for passing off or unfair competition, domain name registrations, database rights and rights in Confidential Information, including know how and trade secrets and all other intellectual property rights, in each case whether registered or unregistered; applications to register any of those rights; rights to apply for and be granted renewals or extensions of, and rights to claim priority from, any of those rights; and any similar or equivalent rights;

Managed Services means the provision by SLX of ongoing operation and maintenance of the Equipment during the Hire Period;

Order means the document signed, endorsed or otherwise accepted by the parties and referencing these Terms and Conditions, which sets out details of the Equipment and/or Services to be provided, which may be an SLX order confirmation, hire agreement, or account application form;

Price means the price payable for any Equipment sold (rather than subject to Hire), as set out in the Order;

Services means the services (if any) to be performed by SLX under this Contract, as further described in the Order, which may include and Installation and Managed Services;

Third Party Equipment means any equipment and components not supplied by SLX, which the Customer interfaces or utilises in conjunction with the Equipment (including any such elements comprised in the Customer Environment);

Total Loss means that the Equipment is, in SLX’s reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated; and

VAT means value added tax chargeable under the Value Added Tax Act 1994 and any other tax of any jurisdiction based on sales of goods or services such as sales taxes and any similar, replacement or additional tax.

1.2 In the Contract, unless otherwise specified, a reference to:

1.2.1 the singular includes the plural and vice versa and any gender includes the others;

1.2.2 a person includes a natural person, company or unincorporated body (whether or not having separate legal personality);

1.2.3 a company includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.4 a clause is to a clause of these Terms and Conditions;

1.2.5 Applicable Law or legislation are to that Applicable Law or legislation as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision;

1.2.6 including, include, in particular or any similar terms shall be construed as illustrative only and shall not limit the sense of the words preceding those terms;

1.2.7 writing or written includes email; and

1.2.8 any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.3 Headings are for convenience only and shall not affect the interpretation of the Contract.

2 Order and Hire Period

2.1 The parties agree that the Order is subject to these Terms and Conditions and no other terms, whether incorporated into any purchase order or associated documentation issued by the Customer or otherwise implied by course of dealing, shall apply to the Contract.

2.2 The signatory to the Contract on behalf of the Customer warrants and represents that they have the requisite authority to bind the Customer to the Customer.

2.3 SLX shall, subject to the terms of the Contract, Hire the Equipment to the Customer for its own internal business use (subject to clause 6.1.5) for the Hire Period. The Hire Period commences at the time and date specified in the Contract. The Hire shall automatically expire at the end of the Hire Period unless the parties agree an extension in writing.

3 Delivery of Equipment

3.1 As stated in the Order or otherwise agreed by the parties, the Equipment shall either be delivered by SLX to the Customer Location or the Customer shall collect such Equipment from the location designated by SLX. In the case of collection, the Customer is fully liable for loading and transport of the Equipment and all associated risks and shall ensure the Equipment is fully insured during transit.

3.2 The Customer shall be fully responsible for (i) making the Customer Location available, accessible and preparing it for Delivery and Installation; and (ii) unloading of the Equipment at the Customer Location, each in accordance with any instructions provided by SLX and good industry practice. SLX shall not be responsible for any delay in Delivery and/or Installation caused by the Customer’s failure to comply with this clause 3.2.

3.3 SLX shall use all commercially reasonable endeavours to meet any specified date for Delivery but any such date shall be approximate only. SLX shall promptly notify the Customer of any known or anticipated delay to Delivery of the Equipment and shall take reasonable steps to minimise any such delay.

3.4 Unless otherwise agreed in writing, all costs associated with Delivery, including carriage, insurance, import/export licences and other taxes, and duties and tariffs, shall be payable by the Customer. Where SLX quotes for Delivery charges, they only include transport of the Equipment to the Customer Location. Further time, attendance or Services shall be chargeable separately.

3.5 SLX reserves the right to Deliver Equipment of a similar design or specification to the original Equipment specified based on availability.

4 Services

4.1 Where Services are to be provided, SLX shall supply the Services:

4.1.1 in a timely, professional and efficient manner;

4.1.2 in accordance with good industry practice; and

4.1.3 in accordance with all Applicable Laws.

4.2 SLX shall promptly inform the Customer of any circumstances likely to affect the provision of the Services and the relevant steps being taken to remedy any such delay.

4.3 Where the Services include Installation, SLX shall complete the Installation of the Equipment at the Customer Location in accordance with the Contract. To enable the Installation of the Equipment, the Customer shall provide all necessary access to the Customer Location, Customer Environment, and associated facilities, personnel, network connectivity, utilities, cabling and other equipment reasonably required by SLX.

4.4 Where the Services include Managed Services, SLX shall perform such Managed Services (i) at the time(s) and in the manner(s) specified in the Order; (ii) so as to ensure that the Equipment continues to operate in good working order; and (iii) on a subscription basis throughout the Hire Period. Notwithstanding the provision of the Managed Services, the Customer shall remain fully responsible for its acts and omissions and those of any third parties in connection with the Equipment. Where no Managed Services are provided, the Customer is fully responsible for the operation and maintenance of the Equipment.

5 Title, risk and insurance

5.1 Unless otherwise specified in the Order, Equipment is subject to Hire and not sold to the Customer. The Hire Equipment shall always remain the property of SLX, and the Customer shall have no right, title or interest in or to the Equipment, save for the right to possess and use the Equipment for its own internal business purposes in accordance with this Contract.

5.2 Risk in the Equipment, including in connection with any loss, theft, damage or destruction, shall transfer to the Customer on Delivery. In the case of Hire, the Equipment shall remain at the sole risk of the Customer during Installation and the Hire Period, and for any further period during which the Equipment is in the possession, custody or control of the Customer (Risk Period), until such time as the Equipment is removed from the Customer Location by SLX (or its nominated agents or contractors) or returned to SLX by the Customer.

5.3 The Customer acknowledges and agrees that it is solely responsible for any loss of or damage to the Equipment during the Risk Period, including but not limited to loss or damage caused by negligence, misuse, mishandling of the Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify SLX in full on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with the terms of the Contract.

5.4 During the Risk Period, the Customer undertakes and warrants that it shall, at its own expense, obtain and maintain the following policies of insurance with a reputable insurer and without restriction:

5.4.1 insurance of the Equipment to a value not less than that stipulated by SLX, or otherwise not less than the full retail cost of the Equipment, providing comprehensive coverage against all usual risks of loss, damage, contamination or destruction by fire, theft, accident, terrorism, riots, public disorder, and such other risks as SLX may from time to time nominate in writing;

5.4.2 insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as SLX may from time to time consider reasonably necessary and advise to the Customer,

and the Customer shall provide to SLX, promptly on commencement of the Contract, a copy of the insurance certificate(s) evidencing such insurance.

5.5 The Customer shall not make any material change to any policies of insurance referenced in clause 5.4 or allow any such policy to lapse without SLX’s prior written consent. In the event of any change or cancellation by the insurer, the Customer shall promptly notify SLX.

5.6 The Customer agrees that the proceeds of any insurance claim relating to Hire Equipment shall be promptly remitted to SLX. The Customer shall be solely responsible for the payment of any excess or deductibles due on any claims under the insurance policies.

5.7 The Customer shall notify SLX immediately in the event of any actual or potential loss, accident or damage involving Hire Equipment at any time following Delivery.

5.8 The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to SLX and proof of premium payments to SLX. If the Customer fails to effect or maintain any of the insurances required under this Contract, SLX shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose, and recover the same as a debt due from the Customer. Alternatively, where SLX accepts that the Customer will not obtain and maintain the required insurances, SLX may require the payment of a damage waiver fee of at least 5% of the Contract value.

6 Hire obligations

6.1 In relation to Hire Equipment, the Customer shall, following Delivery:

6.1.1 ensure that the Equipment is kept and operated in a suitable environment, subject to the operating and environmental parameters applicable to such Equipment, and used only for the purposes for which the Equipment is designed, by suitably skilled and trained personnel, in accordance with the operating instructions provided by SLX or otherwise in accordance with best industry practice;

6.1.2 take such steps (including compliance with all safety, usage and maintenance instructions provided by SLX) as may be necessary to ensure that the Equipment is maintained in good condition and without risk to health when in use;

6.1.3 make no alteration to the Equipment, including by the removal, replacement or substitution of any component, except in accordance with the operating instructions provided by SLX or otherwise with SLX’s prior written approval;

6.1.4 only use electrical Equipment with the plugs and/or sockets as fitted and ensure that the Equipment is properly earthed at all times;

6.1.5 keep the Equipment in its own possession and control at all times at the Customer Location and not move or attempt to move any part of the Equipment to any other location, or sub-rent, sub-licence or otherwise permit any third party to access or use the Equipment, in each case without SLX’s prior written approval, except where the Customer is in the business of sub-hiring Equipment, in which case it may do so, providing it imposes equivalent obligations on its end-customers as those specified in these Terms and Conditions and remains fully liable for the Equipment pursuant to the Contract;

6.1.6 permit SLX full and unrestricted access to the Equipment at all reasonable times for performance of the Services and any inspection reasonably required by SLX, and the Customer shall grant access to the Customer Location, Customer Environment, and associated utilities and facilities, as reasonably required by SLX for these purposes;

6.1.7 keep and maintain operating and maintenance records for the Equipment and make copies of the same available to SLX on request;

6.1.8 not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of SLX in the Equipment and, where the Equipment has become affixed to any land or building, the Customer must take all necessary steps to ensure that SLX may enter such land or building and recover the Equipment both during the term of the Contract and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of SLX of any rights such person may have or acquire in the Equipment and a right for SLX to enter onto such land or building to remove the Equipment;

6.1.9 not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Customer shall notify SLX immediately and the Customer shall at its sole expense procure an immediate release of the Equipment and shall indemnify SLX on demand and in full against any and all losses, costs, charges, damages and expenses incurred as a result of such process and any steps required to recover possession of the Equipment;

6.1.10 ensure that the Equipment remains identifiable as being SLX’s property; and

6.1.11 not do or omit to do anything which may invalidate the insurances referred to in clause 5.4.

6.2 If the Customer becomes aware that any Equipment is damaged or defective on Delivery or during the Hire Period, it shall immediately notify SLX and any such Equipment shall be returned to SLX for inspection at the Customer’s cost. Except where any damage or defect is caused by improper use, storage or maintenance of the Equipment by the Customer or any other third party, SLX shall promptly repair or replace (at its option) such Equipment.

6.3 At the end of the Hire Period or on earlier termination of the Contract, the Customer’s right to access and use the Equipment shall cease and the Customer shall take any steps notified to it by SLX for removal of the Equipment and/or return of the Equipment to SLX as per its instructions. The Customer also agrees that SLX (or its nominated agents or contractors) may enter the Customer Location as necessary for the uninstallation and removal of the Equipment, including where the Customer fails to return the Equipment to SLX. Where the Customer fails to comply with this clause SLX may, without prejudice to any other rights and remedies it may have, continue to invoice the Customer for the Hire of the Equipment at its then current rates, unless and until the Equipment is returned, and such invoices shall be payable in accordance with the Contract.

6.4 The Customer agrees that SLX shall not be liable for any damage caused to the Customer Location (including any buildings, structures, fixtures or fittings) as a result of the uninstallation and removal of the Equipment, except where demonstrably caused by negligence on SLX’s part.

6.5 On return of the Equipment, SLX shall inspect its condition and may invoice the Customer for any damage, defect or uncleanliness beyond reasonable wear and tear, such invoice to be paid in accordance with these Terms and Conditions.

7 IPR

7.1 SLX is the owner or licensee of all IPR in Equipment. Nothing in this Contract operates to transfer such rights to the Customer.

7.2 The Customer shall not assign or sub-licence, sell, lease or otherwise transfer or dispose of any Hire Equipment, without the prior written consent of SLX.

7.3 All IPR in and arising out of the performance of the Services shall remain the property of SLX or its licensors, including any and all IPR based on or derived from any discussions between the parties, recommendations, ideas, or suggestions made or requirements imposed by the Customer pursuant to this Contract and relating to the Equipment and/or Services.

8 Customer dependencies

8.1 Where the Customer is required to provide any hardware, software, configurations, interfaces, documents or any other materials, including any relating to the Customer Environment and/or any Third Party Equipment (Input Materials):

8.1.1 the Customer shall ensure that such Input Materials are complete, meet any standards or requirements stipulated under this Contract or agreed by the parties, are compatible with the Equipment (where applicable) and, in the case of information, are accurate and up-to-date; and

8.1.2 SLX shall not be responsible for any delay or non-performance in the Services, or any defect arising in the Equipment or Services, to the extent caused by the Input Materials.

8.2 SLX shall not be in breach of this Contract or be liable for any delay or non-performance of the Services if, and to the extent that, SLX’s failure is directly caused by any act or omission of the Customer.

8.3 The Customer agrees that it shall (i) only use the Equipment in accordance with Applicable Laws and not in any manner that may have a detrimental effect on the reputation or legal standing of SLX; and (ii) that it will have and maintain in place all necessary licences, consents, permissions and approvals for the Installation and use of the Equipment, including for any production or performance in connection with which the Equipment will be used.

8.4 The Customer acknowledges and agrees that it is solely responsible for the use of the Equipment, including but not limited to any death, personal injury and/or property damage caused by negligence, misuse, mishandling of the Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify SLX in full on demand against the same.

9 Payment obligations

9.1 The Customer shall pay the Hire Charges (or the Price, if applicable) in accordance with this Contract, including any payment schedule in the Order.

9.2 The Deposit is a non-refundable payment by the Customer as an advance on payment the Hire Charges.

9.3 The Hire Charges and/or Price are stated exclusive of VAT which, if applicable, the Customer shall pay in addition at the rate prevailing on the date of the invoice.

9.4 The parties agree that SLX may, by giving the Customer 14 days written notice, vary the Hire Charges payable (but not already paid) by the Customer to reflect any increases in the cost of raw materials or third party supplies to SLX, including as a result currency exchange rate fluctuations.

9.5 The Customer agrees to pay SLX’s reasonable expenses in connection with the performance of the Services, including travel, subsistence, accommodation and other ancillary expenses, subject to such expenses:

9.5.1 being reasonably and properly incurred in connection with the Services;

9.5.2 being agreed by the Customer in advance;

9.5.3 being supported by detailed invoices and receipts evidencing that they have been incurred and paid; and

9.5.4 being invoiced to the Customer.

9.6 If the Customer fails to make any payment due under this Contract by the due date for payment, then without prejudice to any other rights and remedies it may have, SLX may (i) charge interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue daily from the due date until actual payment of the overdue amount, whether before or after judgment, compounded quarterly; (ii) suspend performance of the Services and withhold any items of Equipment not yet Delivered without liability; (iii) withdraw any credit facilities offered to the Customer; and/or (iv) recover from the Customer any costs of recovery and enforcement associated with the payment default, including legal, court, and enforcement agent fees and disbursements.

10 Confidentiality

10.1 During the term of the Contract and thereafter each party, in relation to the Confidential Information of the other party that it receives or has received, shall, save as expressly permitted by this clause 10:

10.1.1 keep the Confidential Information confidential;

10.1.2 not make (other than for its own use where needed to exercise its rights or perform its obligations under the Contract) or release copies of the Confidential Information;

10.1.3 not disclose the Confidential Information to any other person other than with the prior written consent of the other party; and

10.1.4 not use the Confidential Information for any purpose except the performance of its obligations and/or the exercise of its rights under the Contract.

10.2 During the term of this Contract a party may disclose the Confidential Information of the other party to its employees, officers, shareholders, representatives, agents, and advisers (Related Persons), but only to the extent reasonably necessary to perform properly its obligations and/or exercise its rights under this Contract and provided that:

10.2.1 before disclosure of any of the Confidential Information to any of the Related Persons it procures that each such Related Person is aware that the Confidential Information is confidential and of the obligations in clause 10.1 and that each such Related Person undertakes to observe substantially equivalent obligations to those in this clause 10; and

10.2.2 it shall be responsible for any failure by any of the Related Persons to observe the obligations in this clause 10 as though it were a breach of this clause 10 committed by that party.

10.3 The obligations contained in clauses 10.1 and 10.2 shall not apply to any Confidential Information which:

10.3.1 is or becomes generally available to the public other than through breach of this Contract by the party receiving the Confidential Information (the Receiving Party);

10.3.2 can be shown by the Receiving Party to the reasonable satisfaction of the other party to have been known by, or available (on a basis that did not require it to be maintained as confidential) to, the Receiving Party before it was disclosed by the other party;

10.3.3 subsequently comes lawfully into the possession of the Receiving Party from a person who has not derived it directly or indirectly from the other party, who is rightfully in possession of such Confidential Information and who is not bound as to its use or disclosure by an obligation of confidence or secrecy to the other party; or

10.3.4 the parties agree in writing is not confidential or may be disclosed.

10.4 A party may disclose Confidential Information to the extent such disclosure is required by any Applicable Law, regulatory authority, or by an order of any court or other authority of competent jurisdiction, provided that, to the extent legally permitted, that party gives the other party as much notice and detail of such disclosure as possible and consults the other party on the need for such disclosure and how it may be avoided or limited and as to its content.

10.5 On expiry or earlier termination of this Contract each party shall return to the other party all documents and materials containing the other’s Confidential Information and shall (if reasonably possible) erase all the other’s Confidential Information from its computer and other software or media storage systems, provided that a Receiving Party may retain materials containing Confidential Information to the extent required by Applicable Law. Each party shall continue to be bound by this clause 10 in relation to any Confidential Information it has retained pursuant to this clause 10.5.

11 Term and Termination

11.1 Either party may terminate this Contract with immediate effect on giving notice to the other party if the other:

11.1.1 commits a material breach of this Contract which is incapable of remedy;

11.1.2 commits a material breach of this Contract which is capable of remedy and which it fails to remedy within thirty (30) days of being notified of the breach;

11.1.3 has a liquidator (both provisional and following a winding up), receiver (including a fixed charge receiver), administrative receiver, administrator, nominee, supervisor or other similar officer appointed in respect of itself or any of its assets under the law of any jurisdiction or notice is given of the intention to make any such appointment;

11.1.4 in the reasonable opinion of the terminating party is unable to pay its debts as they fall due; or

11.1.5 suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

11.2 This Contract shall automatically terminate if a Total Loss occurs in relation to the Equipment.

11.3 Expiry or termination of this Contract for any reason shall not affect the accrued rights, remedies, obligations or liabilities of the parties under this Contract existing at expiry or termination.

11.4 The provisions of clauses 1 (Definitions and interpretation), 6 (Hire obligations), 7 (IPR), 10 (Confidentiality), 11 (Termination), 12 (Limitations on liability), 13 (Notices), 14.4 (Assignment), 14.5 (Rights of third parties), 14.7 (Relationship), 14.8 (Severance), 14.9 (Waiver), 14.10 (Governing law and jurisdiction) and any other provision of this Contract which expressly or by implication is intended to come into or continue in force on or after the expiry or termination of this Contract, shall remain in full force and effect after such expiry or termination.

11.5 On termination of this Contract, the Customer shall remain liable for payment of any element of Hire Charges and/or Price invoiced, and other liabilities accrued but not yet invoiced shall be invoiced by SLX and shall be payable on receipt. If this Contract is terminated prior to expiry of the Hire Period (other than by the Customer pursuant to clause 11.1), the Customer shall be liable for payment on demand of all Hire Charges that would have been due and payable for the remainder of the Hire Period had the Contract not been terminated early.

11.6 The Contract is generally non-cancellable and non-refundable, though SLX may (in its sole discretion) agree to cancel a Hire Contract subject to at least four (4) weeks’ notice (or payment in lieu of notice), in addition to the Deposit, which shall remain non-refundable. If an Order relates to a production event, it may be cancelled by the Customer prior to Delivery of the Equipment, or postponed at the Customer’s request, subject to payment by the Customer of the following cancellation charges (unless otherwise specified in the Order):

11.6.1 for production events cancelled or postponed more than three (3) months before the Hire Period – retention of Deposit;

11.6.2 if cancelled or postponed at least one (1) month but less than three (3) months before the Hire Period – 50% of the Contract value (including Hire Charges and any associated fees and charges set out in the Order);

11.6.3 if cancelled or postponed at least fourteen (14) days but less than one (1) month before the Hire Period – 75% of the Contract value (including Hire Charges and any associated fees and charges set out in the Order); and

11.6.4 if cancelled or postponed less than fourteen (14) days before the Hire Period – 100% of the Contract value (including Hire Charges and any associated fees and charges set out in the Order).

12 Limitations on liability

12.1 Nothing in this Contract shall limit or exclude the liability or remedy of either party or any other person:

12.1.1 for death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors;

12.1.2 for fraud or fraudulent misrepresentation;

12.1.3 any breach of clauses 7.2; or

12.1.4 for any act, omission or matter, liability for which may not be excluded or limited under any Applicable Law.

12.2 Subject to clause 12.1, neither party will be liable to the other for any loss of profits, revenue, business, contracts, and/or anticipated savings (in each case whether direct or indirect) or any indirect, special or consequential loss or damage.

12.3 Subject to the foregoing provisions of this clause 12, SLX’s total aggregate liability arising under or in connection with the Contract, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise howsoever, shall in all circumstances be limited to an amount equal to 100% of the Hire Charges or Price (as applicable) paid or payable to SLX by the Customer pursuant to this Contract.

12.4 The conditions in this Contract set out the full extent of SLX’s liability to the Customer and any other express, implied (including statutory) warranties, conditions, representations and other liabilities are hereby excluded to the fullest extent permissible by Applicable Law.

12.5 SLX shall maintain in force (at its own expense) insurance to cover SLX’s potential liability under, or in connection with, this Contract, in accordance with good industry practice and Applicable Law. SLX shall provide evidence of such insurance to the Customer on request.

13 Notices

13.1 Any notice under the Contract shall be in writing, in English, and shall be delivered personally, sent by pre-paid registered post or recorded delivery (or pre-paid registered air mail if overseas) to the recipient party at its registered office or primary trading address, or to the recipient party’s nominated email address.

13.2 Notices shall be deemed to have been received:

13.2.1 if delivered personally, at the time of delivery to the address;

13.2.2 if sent by pre-paid registered post or recorded delivery, at 9 am on the second Business Day after posting;

13.2.3 if sent by pre-paid registered air mail, at 9 am on the fifth Business Day after posting; or

13.2.4 if sent by email, on the next Business Day following transmission.

13.3 Clauses 13.1 and 13.2 do not apply to the service of any proceedings or other documents in any legal action.

14 General

14.1 Force Majeure. A party (the Affected Party) shall not be liable to the other party or be in breach for delay or failure to perform any of its obligations under this Contract (other than any obligation to pay Hire Charges or other amounts properly due hereunder) arising from or attributable to a Force Majeure Event. On the occurrence of a Force Majeure Event, the Affected Party shall give prompt notice to the other party, stating the nature of the Force Majeure Event, how it is affecting the performance of its obligations, the date it began to affect its performance, the estimated period for which its performance will be affected and the action it has taken and proposes to take to mitigate its effects.

14.2 Non-solicitation. Neither of the parties shall, during the continuance of the Contract or for a period of one (1) year thereafter, solicit or entice away or attempt to solicit or entice away (either on its own behalf or on behalf of any other person, firm, company or group) any senior employee, officer or other personnel of the other party who has been directly involved in the Contract. The foregoing shall not prevent the employment or engagement of any person who responds to a general recruitment campaign not specifically targeted at the other party’s personnel.

14.3 Variation. SLX may vary these Terms and Conditions from time to time, provided that any variation shall not apply to any Contract already in force unless agreed in writing by the parties.

14.4 Assignment. Neither party may assign, transfer, charge, create a trust over or otherwise deal in this Contract or any of its rights or obligations under this Contract (or purport to do so) without the prior written consent of the other party (not to be unreasonably withheld or delayed). Any purported assignment in breach of this clause 14.1 shall not confer any rights on the purported assignee.

14.5 Rights of third parties. The Contract does not create any right or benefit enforceable by any person not a party to it (within the meaning of the Contracts (Rights of Third Parties) Act 1999).

14.6 Entire agreement. The Contract constitutes the entire agreement and understanding of the parties and supersedes and extinguishes all previous drafts, agreements and understandings between them, whether oral or in writing, relating to its subject matter. Each party acknowledges and agrees that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, warranty or understanding made by or on behalf of a party (whether made innocently or negligently) which is not expressly set out in the Contract.

14.7 Relationship. This Contract does not constitute, establish or imply any partnership, joint venture, agency, employment or fiduciary relationship between the parties.

14.8 Severance. If any provision, or part of a provision, of this Contract is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable such invalidity, illegality or unenforceability shall not affect the other provisions of this Contract, which shall remain in full force and effect.

14.9 Waiver. Any waiver under this Contract shall only be effective if given in writing. A failure to exercise, or delay in exercising, a right, power or remedy provided by this Contract or by law (i) shall not constitute a waiver of that, or any other, right, power or remedy; and (ii) shall not, and nor shall any single or partial exercise of any such right, power or remedy, preclude the further exercise of that, or any other, right, power or remedy.

14.10 Governing law and jurisdiction. The Contract and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute.