1. Interpretation

1.1 Agecko: Agecko UK Limited, registered in England and Wales with company number 07785442 and, where reasonably applicable, its officers, employees, subcontractors agents and Suppliers.

1.2 Business Days: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

1.3 Charges: the charges payable by the Customer for the supply of the Services, Goods and/or Equipment in accordance with clause 5 below.

1.4 Collection Site: the collection site or sites specified in the Services Agreement.

1.5 Commencement Date: the date specified in the Services Agreement, and if no date is specified, the date at which the Contract comes into existence in accordance with clause 2.3.

1.6 Contract: the contract between the Customer and Agecko for the provisions of the Services, Goods and/or Equipment in accordance with these terms and conditions and the terms in the Services Agreement.

1.7 Customer: the person or entity who purchases Goods or Services or hires Equipment from Agecko.

1.8 Customer’s Premises: the premises of the Customer, as described in the Services Agreement for the purposes of the delivery of Goods and Equipment or performance of the Services.

1.9 Equipment: the waste disposal equipment hired to the Customer by Agecko as specified in the Services Agreement.

1.10 Force Majeure Event: means events, circumstances or causes beyond Agecko or the Customer’s reasonable control.

1.11 Goods: means the materials, plant, goods, equipment, consumables and other items (including any instalment of them or any part of them) as specified in the Services Agreement to be supplied by Agecko in accordance with the terms and conditions of the Contract. For clarity, Goods shall include any equipment purchasable by the Customer that does not fall under the definition of ‘Equipment’.

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

1.12 Relevant Legislation: any law, regulation or code (including the requirements of any public or competent authority, and guidelines contained in government waste management papers) applicable to any aspect of the Contract.

1.13 Services: the services supplied, or to be supplied, by Agecko to the Customer as set out in the Services Agreement.

1.14 Services Agreement: any document or series of documents containing the main terms of the Contract and a description of the Services, Goods and/or Equipment to be provided, or, in the case of an email enquiry, as emailed to the Customer.

1.15 Supplier: a supplier of Agecko.

1.16 Supplier T&Cs: Agecko’s terms and conditions that apply to any Supplier of Agecko.

1.17 Term: the duration of the Contract, specified in the Services Agreement and recurring if stipulated under clause 16.2

1.18 Waste: the waste, particulars of which are set out in the Services Agreement and/or in any Waste Transfer Note.

1.19 Waste Transfer Note: the current controlled waste transfer note completed by the parties pursuant to the provisions of the Environment Protection Act 1990, which relates to the Waste covered by the Contract.

1.20 Working Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

1.21 A reference to a statute or statutory provision includes a reference to it as amended or re-enacted, and to any subordinate legislation made under that statute or statutory provision.

1.22 Any words following including, include, in particular, for example and the like shall be construed as illustrative.

1.23 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.24 A reference to writing or written includes email but excludes fax, SMS or MMS text messaging or any other forms of electronic communication.

1.25 Unless otherwise stipulated, a reference to a “clause” is a reference to a clause in these Terms and Conditions.

2. Basis of Contract

2.1 The Services Agreement constitutes an offer by the Customer to purchase Services and/or Goods or hire Equipment in accordance with these terms and conditions,

2.2 When the Services Agreement is accepted by Agecko, the Contract is formed.

2.3 The Services Agreement shall only be deemed to be accepted when Agecko does one of the following:

(a)  issues written acceptance of the Services Agreement;

(b)  commences performance of the Services; or

(c)   Appropriates Goods and/or Equipment to the Contract;

at which point the Contract shall come into existence.

2.4 These terms and conditions apply to all agreements for the supply of Services, Goods and/or Equipment by Agecko, to the exclusion of all other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5 No additions or modifications to the Contract shall be binding upon Agecko unless specifically agreed in writing and signed by Agecko.

2.6 A quotation for the Services, Goods and/or Equipment given by Agecko shall not constitute an offer.

2.7 Unless specified differently in the Services Agreement, the Contract shall commence on the Commencement Date.

2.8 If any definition, clause or subheading of these terms and conditions conflict with the Services Agreement, then the wording of the Services Agreement shall take precedence.

3. Supply of Services

3.1 Agecko shall supply the Services to the Customer in all material respects in accordance with the description of the Services set out in the Services Agreement.

3.2 Agecko reserves the right to amend the Services if necessary to comply with Relevant Legislation.

3.3 Agecko warrants to the Customer that the Services will be provided using reasonable care and skill.

3.4 Agecko shall hire the Equipment to the Customer for use at the Customer’s Premises (or any other location as agreed between Agecko and the Customer in writing or in the Services Agreement), for the Term.

3.5 The Customer shall co-operate fully with Agecko in all matters relating to the Services, and comply with all instructions of Agecko.

4. Supply of Goods

4.1 The Goods and Equipment are described in the Services Agreement.

4.2 Agecko reserves the right to amend any of the Goods or Equipment if required by any relevant legislation, and Agecko shall notify the Customer in any such event.

5. Charges and Payment Terms

5.1 Time is of the essence for all times, dates and periods specified in this clause 5.

5.2 The Charges shall be set out in the Services Agreement.

5.3 Agecko may, by giving notice to the Customer at any time up to seven Business Days before the Commencement Date, increase the Charges to reflect any increase in the cost that is due to:

(a) any factor beyond Agecko’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods or Equipment; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give Agecko adequate or accurate information or instructions.

5.4 All payments by the Customer shall be made in full without any set-off or counterclaim.

5.5 Without prejudice to Agecko’s other rights, if the Customer is late in paying any sum due under the Contract, Agecko may:

(a) charge interest on the overdue sum from the due date until payment (whether before or after judgement) at 8% a year above the Bank of England’s base rate;

(b) charge a late payment fee  which is reasonable and reflective of the time and effort spent in recovering the payment sum due; and/or

(c) suspend the Services until the overdue amount is paid.

5.6 The Customer agrees that Agecko’s records will be proof of the Services provided.

5.7 Agecko may increase the Charges during the Term by giving the Customer one month’s written notice, at any time, to reflect increases in its costs.

5.8 The Charges are exclusive of VAT, which the Customer shall pay on receipt of a valid VAT invoice issued by Agecko.

5.9 If the Services Agreement does not stipulate when an invoice shall be raised, then Agecko may invoice the Customer for the Services, Goods and/or Equipment on or at any time after the completion of the Services and/or the delivery of the Goods or Equipment.

5.10 All invoices are due and payable on receipt and the Customer shall pay the Charges within 30 days of receipt of an invoice in accordance with clause 25.2, after which clause 5.6 shall apply.

5.11 The amount, frequency and payment method of the Charges shall be shown in the Services Agreement.

5.12 If the Customer believes that they are owed a rebate for any of the Services, Goods and/or Equipment provided under the Services Agreement, they must contact Agecko in writing detailing this within 14 days of becoming eligible for such rebate.

5.13 Within 14 days of receipt of a notification by the Customer under clause 5.12, Agecko will issue a Purchase Order to the Customer.

5.14 Within 14 days of receipt of a Purchase Order, the Customer must give written notice to Agecko that either:

(a) it agrees with the Purchase Order; or

(b) it disputes the Purchase Order setting out, in such reasonable details as it is able, the reasons for such a dispute (a Disputed Purchase Order).

5.15 If the Customer does not serve notice in accordance with clause 5.14, it shall be deemed to have accepted the Purchase Order and the Purchase Order shall become an Agreed Purchase Order.

5.16 In the event that the Customer serves a Disputed Purchase Order then:

(a) the parties shall cooperate in order to resolve the matters in dispute and agree an Agreed Purchase Order; or

(b) if they are unable to agree an Agreed Purchase Order within 20 Business Days of a Disputed Purchase Order, either party may give notice to the other in writing that it wishes to refer the matter to an independent expert, acting as an expert and not as an arbitrator, for determination (Rebate Expert).

5.17 The Rebate Expert and their terms of appointment shall be agreed between the parties but if such cannot be agreed within 10 Business Days of notice in accordance with clause  5.16(b) either party may refer the matter to the President for the time being of the Institute of Chartered Accountants of England and Wales for them to determine the identity of the Rebate Expert and their terms of appointment.

5.18 Both parties shall, at their own costs, provide all assistance to the Rebate Expert as the Rebate Expert may require in order to make such determination.

5.19 Both parties shall be entitled to make written representations to the Rebate Expert in relation to any matters in dispute.

5.20 The decision of the Rebate Expert shall, in the absence of manifest error, be binding on both parties and the Purchase Order as determined or amended by the Rebate Expert shall be the Agreed Purchase Order.

5.21 The Customer must serve an invoice (the Rebate Invoice) on Agecko for the amount detailed in an Agreed Purchase Order within 14 days of the Agreed Purchase Order; and such invoice will only be valid if served in accordance with clause 25.

5.22 Provided the Rebate Invoice has been served in compliance with clause 5.21 and clause 25, Agecko will pay the Rebate Invoice within 30 working days.

6. Intellectual Property Rights

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services, Goods and/or Equipment (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Agecko.

6.2 Agecko grants to the Customer or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract for the purpose of receiving and using the Services in its business.

6.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.

6.4 The Customer grants to Agecko a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to Agecko for the term of the Contract for the purpose of providing the Services to the Customer.

7. Delivery and Collection of Goods and Equipment

7.1 Agecko shall deliver the Goods and/or Equipment to the location specified in the Services Agreement, and in the absence of a specified location in the Services Agreement, to any other location as the Customer and Agecko may agree (Delivery Location) at any time after Agecko notifies the Customer that the Goods and/or Equipment are ready.

7.2 Delivery of the Goods and/or Equipment is completed on the completion of unloading of the Goods and/or Equipment at the Delivery Location.

7.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Agecko shall not be liable for any delay in delivery of the Goods and/or Equipment that is caused by a Force Majeure Event or the Customer’s failure to provide Agecko with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods and/or Equipment.

7.4 If Agecko fails to deliver the Goods and/or Equipment, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods and/or Equipment. Agecko shall have no liability for any failure to deliver the Goods and/or Equipment to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Agecko with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods and/or Equipment.

7.5 If the Customer fails to accept delivery of the Goods and/or Equipment within three Business Days of Agecko notifying the Customer that the Goods and/or Equipment are ready, then, except where such failure or delay is caused by a Force Majeure Event or Agecko’s failure to comply with its obligations under the Contract in respect of the Goods and/or Equipment:

(a)  Delivery of the Goods and/or Equipment shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Agecko notified the Customer that the Goods and/or Equipment were ready; and

(b)  Agecko shall store the Goods and/or Equipment until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).

7.6 If ten Business Days after the day on which Agecko notified the Customer that the Goods and/or Equipment were ready for delivery the Customer has not accepted actual delivery of them, Agecko may resell or otherwise dispose of part or all of the Goods and/or Equipment and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods and/or Equipment or charge the Customer for any shortfall below the price of the Goods and/or Equipment.

7.7 If ten Business Days after the day on which Agecko notified the Customer that the Equipment was ready for delivery the Customer has not accepted actual delivery of the Equipment, then Agecko may re-hire the Equipment to a new customer and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Equipment or charge the Customer for any shortfall below the price of the Equipment.

7.8 Where the Goods and/or Equipment are manufactured or procured to a specification provided by the Customer, the Customer shall not be entitled to refuse delivery of the Goods and/or Equipment on the basis that they are not as intended, provided that the Goods and/or Equipment materially comply with such specification.

7.9 Delivery may be refused if, at their absolute discretion, any member of Agecko’s personnel, including anyone responsible for delivery, considers that access to the Delivery Location, or turning facilities, are unsafe or likely to cause damage to the vehicle, or if there is any reason to believe the proposed area for siting the Goods and/or Equipment are unsuitable.

7.10 The Customer shall be responsible for the health and safety of persons (including the employees, agents and subcontractors of Agecko) whilst they are on or about the Delivery Location or the Customer’s Premises.

7.11 The Customer may choose to collect the Goods and/or Equipment from the Collection Site, which will be stipulated in the Services Agreement.

7.12 The terms for collecting the Goods and/or Equipment from the Collection Site will also be stipulated in the Services Agreement, and in the absence of detail, will be agreed in writing beforehand between Agecko and the Customer.

7.13 The terms of this clause 7 shall apply in relation to any collection of Goods and/or Equipment, as if the Collection Site were the Delivery Location.

7.14 Risk in any Goods shall pass on the Goods being offloaded or otherwise placed at the Delivery Location but title of the Goods shall not pass to the Customer unless and until all Charges in relation to such Goods are paid in full.

8. Performance Dates

8.1 Agecko will use reasonable endeavours to meet any dates for performance set in the Services Agreement, but dates and times given are estimates only and time shall not be of the essence.

8.2 In particular, Agecko shall have no liability for any delay or default in the provision of the Services and/or the delivery of the Goods and/or Equipment caused by any event outside its reasonable control (including breakdown or unavailability of Equipment or vehicles, and inability to obtain labour).  If such an event should last for more than four weeks the Customer shall be entitled to terminate the Contract.

9. Change in Customer Requirements

9.1 If the Customer’s requirements change, the parties may agree to change the Contract, as per clause 9.3.

9.2 If the Customer relocates premises and the Services to the Customer’s Premises is no longer required, Agecko shall, subject to a satisfactory audit of the Customer’s new premises, and clause 9.3 below, endeavour to provide the Services to the new premises.

9.3 Agecko shall confirm the changes (including any changes to the Charges) in writing, and Agecko, the Customer and any other relevant and involved parties shall execute a replacement Waste Transfer Note.

10. The Equipment – Title, Risk and Insurance and Procurement

10.1 Risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer at the time when the Equipment first arrives at the Delivery Location (except where the loss or damage arises from the negligence or wilful default of Agecko).  The Equipment shall remain at the sole risk of the Customer for the entire Term.  During this period, the Customer shall insure the Equipment to its full replacement value.

10.2 Title in the Equipment shall not pass to the Customer.

10.3 The Customer will comply with all Relevant Legislation, including that which applies to the Equipment.

10.4 The Customer shall keep the Equipment in the condition it was in on the Commencement Date, fair wear and tear excepted.

10.5 In particular, the Customer shall not:

(a)  overload or overfill the Equipment so that it exceeds the maximum weight or maximum weight capacity of the Equipment;

(b)  set fire to its contents;

(c)  interfere with its mechanisms;

(d)  add, or attach, any sign or writing to it; or

(e)  remove, deface or conceal any name plate or mark indicating that the Equipment is the property of Agecko (or its subcontractor or agent).

10.6 The Customer shall keep Agecko fully informed of all material matters relating to the Equipment.

11. Limitation of Agecko’s Liability

These clauses limit the liability of Agecko (including liability in negligence and other such torts).  The Customer should read these provisions carefully, and check that it is covered by its own insurance where appropriate.

11.1 Agecko has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5 million per claim in respect of public liability claims and £2 million per claim in respect of professional indemnity claims. The limits and exclusions in this clause reflect the insurance cover Agecko has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

11.2 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a)  death or personal injury caused by negligence;

(b)  fraud or fraudulent misrepresentation;

(c)   breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d)  defective products under the Consumer Protection Act 1987.

11.4 Subject to clause 11.3, Agecko’s total liability to the Customer shall not exceed the total Charges paid in relation to any Goods, Services and/or Equipment to which such liability relates, in the 12 months prior to such liability arising.

11.5 Subject to clause 11.3, the following types of loss are wholly excluded:

(a)  loss of profits;

(b)  loss of sales or business;

(c)   loss of agreements or contracts;

(d)  loss of anticipated savings;

(e)  loss of use or corruption of software, data or information;

(f)    loss of or damage to goodwill; and

(g)  indirect or consequential loss.

11.6 This clause 11 shall survive termination of the Contract.

12. Access

The Customer shall at all times allow Agecko access to the Equipment to empty or replace it, and on the termination of the Contract to remove it from the Customer’s premises, or any other location where the Equipment is situated.

13. Waste

13.1 The Waste deposited in the Equipment shall become the property of Agecko from the time when Agecko empties or replaces the Equipment.

13.2 Any Waste collected from the Customer as per the Services Agreement shall belong to Agecko from the time Agecko takes physical possession of said Waste.

13.3 The Customer and Agecko shall each sign a new Waste Transfer Note:

(a)  when there is a change in any of the details of the Services Agreement, or on any Waste Transfer Note; and/or

(b)  before the expiration of 12 months from the Commencement Date or any current Waste Transfer Note.

13.4 The Customer shall ensure that the details relating to the Waste (including, for the avoidance of any doubt, those relating to weight and compatibility) contained in the Services Agreement, or in any Waste Transfer Note, are and will be true and complete. Agecko relies on these details in the provision of the Services and/or the supply of Goods and/or Equipment. Agecko shall be entitled to take samples of the material placed in the Equipment to satisfy itself that the description is accurate prior to the collection and the disposal. Such right shall under no circumstances relieve the Customer of its obligations to describe the Waste accurately.

13.5 The Customer shall indemnify Agecko in respect of the full costs, damages, and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Agecko in relation to any inaccurately described Waste as per clause 13.4.

13.6 The Customer shall not place, or allow to be placed, in the Equipment any material other than Waste as described in the Services Agreement or in the Waste Transfer Note.

13.7 The Customer warrants that they possess all the necessary requirements to deal with any Waste (Necessary Requirements) and shall undertake all actions required to retain possession of the Necessary Requirements and notify Agecko if they no longer possess the Necessary Requirement at any time during the Term. The Necessary Requirements include, but are not limited to, consents, permits, licences and permissions required under any Relevant Regulation.

13.8 Agecko may, at any time, request to see proof that the Customer has the Necessary Requirements.

13.9 If the Customer fails to provide satisfactory evidence of their possession of the Necessary Requirements under clause 13.8, then Agecko may choose to, at their full discretion, terminate the Contract in accordance with clause 16.3(a) or to pause the deliverance of Services, Goods and/or Equipment until they are satisfied that the Customer has provided satisfactory evidence as to their Necessary Requirements.

13.10 The Customer shall indemnify Agecko in respect of the full costs, damages, and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Agecko in relation to a failure by the Customer to possess the Necessary Requirements.

14. Liabilities of the Customer

14.1 The Customer agrees to indemnify (hold harmless) Agecko against all liabilities, costs, expenses, damages and losses (including indirect losses, loss of profit, loss of reputation and all interest, penalties, and legal, or other professional, costs and expenses) suffered or incurred by Agecko (or its subcontractors, agents and employees) arising out of, or in connection with,

(a)  the Waste;

(b)  any act or omission on the part of the Customer, its agents or employees.

14.2 If the Customer requires that the Equipment be placed in a position which requires a delivery vehicle to leave the public highway, the Customer shall:

(a)  indemnify Agecko against any loss or damage they may thereby incur, whether as a result of damage to the vehicle, the Equipment, the property of the Customer, or the property of a third party, including damage to the road margin or pavements; and

(b)  maintain insurance cover in respect of this indemnity, and shall at the request of Agecko provide a copy of the insurance policy as proof of maintaining such cover.

14.3 The Customer is liable for all loss or damage to the Equipment, other than fair wear and tear.

15. Credit Checks

Agecko may require a credit application from the Customer, and, in processing the credit application, may make enquiries of credit reference agencies, or other sources, who may keep a record of Agecko’s enquiry. The Customer consents to this and authorises Agecko to use information obtained for the purposes of risk assessment, fraud prevention and for occasional debt tracing.

16. Duration and Termination

16.1 Subject to this clause 16, unless specified in the Services Agreement, the Contract shall continue until the provision of the Services or the hire of the Equipment has concluded and/or the Goods have been procured by the Customer (Initial Term).

16.2 If the Contract is agreed to be a recurring contract in the Services Agreement, the Contract shall automatically renew for subsequent period of the same length as the Initial Term, unless either party gives the other written notice of termination at least three (3) months prior to expiration of the current term.

The following clauses apply to all Contracts:

16.3 Without affecting any other right or remedy available to it, Agecko may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a)  the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;

(b)  the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(c) a substantial event, including but not limited to the loss of a key supplier relationship, occurs; or

(d)  the Customer’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;

(e)  the Customer fails to pay any amount due under the Services Agreement (including any interest due);

(f)   there is a change of control of the Customer; or

(g) Agecko is not satisfied that the Customer has the Necessary Requirements

16.4 Either party may terminate the Contract with immediate effect by giving written notice to the other if Agecko takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

16.5 Agecko may opt to suspend the Services, rather than terminate the Contract, if it is entitled to terminate under clause 16.3 or 16.4.

16.6 If Agecko terminates the Contract under clause 16.3, the Customer shall pay the Charges accrued prior to the termination date, and in addition shall pay, as liquidated damages, the Charges which would have become payable for the period from the date of such termination to the earliest date on which this agreement could validly be terminated by notice given in accordance with clause 16.2.

17. Consequences on Termination

17.1 On termination of expiry of the Contract:

(a)  the Customer shall immediately pay to Agecko all Agecko’s outstanding unpaid invoices and interest and, in respect of Services, Goods and/or Equipment supplied but for which no invoice has been submitted, Agecko shall submit an invoice, which shall be payable by the Customer immediately on receipt; and

(b)  the Customer shall return all of the Goods which have not been fully paid for. If the Customer fails to do so, then Agecko may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

17.2 The Customer shall, within 14 Business Days of termination, allow Agecko and its agents full access- on foot or with vehicles appropriate for the removal of the Equipment- to all Equipment on any of the Customer’s premises, and shall allow Agecko to remove the Equipment.

17.3 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

17.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

18. Force Majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three (3) months, the party not affected may terminate the Contract by giving seven (7) Business Days written notice to the affected party.

19. Subcontracting & Assignment

19.1 Agecko may subcontract any or all of its obligations under the Contract to any subcontractor which, in its reasonable opinion, is a suitable replacement for Agecko.

19.2 The Customer may not assign (transfer to another entity) its rights or obligations under the Contract without Agecko’s written consent.

20. Confidentiality

20.1 Each party undertakes that it shall not at any time to disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 20.2.

20.2 Each party may disclose the other party’s confidential information:

(a)  to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 20.2; and

(b)  as may be required by law, a court of competent jurisdiction or any governmental or regulator authority.

20.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

21. Entire Agreement

21.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

21.3 Nothing in this clause shall limit or exclude any liability for fraud.

22. Variation

Except as set out in these terms and conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

23. Waiver

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

24. Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 24 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

25. Notices

25.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

(a) delivered by hand;

(b) by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(c)  sent by email to info@agecko.com or to such email address as provided by the Customer in the Contract.

25.2 Any notice or communication shall be deemed to have been received:

(a)  if delivered by hand, at the time the notice is left at the proper address;

(b)  if sent by first-class next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c)   if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 25.2 (c), business hours means 9.00am to 5.00pm Monday to Thursday and 9:00am to 4:30pm on a Friday on a day that is not a public holiday in the place of receipt.

25.3 This clause 25 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

26. Third Party Rights

26.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

26.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

27. Governing Law

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

28. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

29. Supplier T&Cs

29.1 The Customer acknowledges and agrees that where Agecko instructs a Supplier to provide the Services, Goods and/or Equipment to the Customer, then Agecko only provides the warranties which are provided to Agecko in:

a) the Supplier T&Cs; and

b) any terms and conditions or other conditions of the Supplier.

29.2 The Customer covenants with Agecko to comply with, and to use all endeavours to enable Agecko to comply with, any requirement of Agecko under any relevant:

a) Supplier T&Cs; or

b) any other terms and conditions of the Supplier.

29.3 Where requested by the Customer in writing, Agecko shall provide a copy of all relevant Supplier T&Cs and terms and conditions in relation to the Services, Goods and/or Equipment.