Terms of Business

Standard Terms Of Business

Standard Terms Of Business (including Fixed Environmental Monitoring Systems)

These Terms (Terms) set out the terms that apply in relation to your Fixed Env Monitoring Contract/Order for and supply by First Choice Hire Ltd (First Choice Hire) to you (Client) of an instrumentation system (System) comprised of equipment (Equipment) and related services (Services) as specified in the final price quotation (Quotation).

Entire Agreement:

These Terms, the Quotation and any other document to which these refer (collectively the Agreement) constitute all of the terms and conditions between First Choice Hire and the Client in relation to the System and exclude any other terms or conditions that the Client purports to impose or incorporate, or which are implied by statute, common law, trade, practice or course of dealing to the fullest extent these can be lawfully excluded). The Client acknowledges that it has not relied on any statement, representation, assurance, warranty or understanding (whether negligently or innocently made) made or given by or on behalf of First Choice Hire which is not expressly set out in the Agreement. This Agreement may only be varied or supplemented by means of a written agreement signed by an authorised representative of First Choice Hire.

Services:

First Choice Hire will perform the Services with reasonable skill and care using a sufficient number of suitably qualified personnel and will use reasonable endeavours to meet the relevant target date, but any such date shall be an estimate only and time shall not be of the essence for the performance of the Services. The Client shall provide First Choice Hire Ltd with reasonable information and assistance in the performance of the Services. Where required to perform the Services, the Client will be responsible, at its own costs, for providing First Choice Hire Ltd with access to the site or any third party property, including provision of all requisite documents, licences, permissions and authorisations and shall provide copies of such documents or letters of identification as required.

Order Confirmation:

The Client enters in to the agreement of First Choice Hire Ltd's Standard Terms of Business/Terms Conditions and Policies when confirmation by Email (that you wish to proceed with the services within the quotation), Signed Quote, Signed Proposal, Purchase Order, Purchase Order No., Project No. and/or the signing of the Hand Over Certificate is received and completed.

Design Services:

Where First Choice Hire Ltd is providing design services, First Choice Hire Ltd will design the System based on the requirements, site specifics and other information provided by the Client with reasonable skill and care. In preparing its design, First Choice Hire Ltd will be entitled to rely on the information provided by the Client. No attempt is, or can be, made by First Choice Hire Ltd to check the validity of information provided or ascertain what further factors should be taken into account. First Choice Hire Ltd will set out its design and the associated attendances and assumptions (Assumptions) in the Quotation and/or the technical specification attached to it (Technical Specification). It is the Client's responsibility to ensure that any information that it has provided to First Choice Hire Ltd has been correctly interpreted by First Choice Hire Ltd and that any Assumptions are valid. Where the proposed System imposes loads onto an existing structure then it is solely the Client's responsibility to check that the structure is capable of sustaining those loads. First Choice Hire Ltd is not responsible where the proposed System design scheme proves unsuitable due to the existing structure being incapable of sustaining the imposed loads or any incompleteness or inaccuracy in the information provided by the Client. If the Client's requirements change or the Client requires a formal technical approval procedure and/or design check to be undertaken, First Choice Hire Ltd may apply additional reasonable charges for these.

Installation and removal:

Where First Choice Hire Ltd is providing installation services, First Choice Hire Ltd will configure the Equipment (including both hardware and software), deliver and install the System at the relevant site in accordance with the Technical Specification. Prior to the planned installation/removal date, the Client must prepare the site (including ensuring the Assumptions are fully met). If not, the installation/removal may be delayed and First Choice Hire Ltd may apply reasonable charges in respect of the delay and any additional work undertaken. Once installation has been completed, First Choice Hire Ltd’s installation engineer will carry out a comprehensive handover with instructions to users and will issue a handover certificate. If First Choice Hire Ltd is not installing the System, the Equipment will be supplied will comprehensive user guides and First Choice Hire Ltd will not be responsible for any issues arising from the incorrect configuration or installation nor for any inaccurate or missing data due to errors in configuration or installation.

Where First Choice Hire Ltd is providing removal Services, First Choice Hire Ltd will decommission, remove and arrange return of hire Equipment and will use reasonable care not to cause damage to the site. However, the Client acknowledges and agrees that making good after the removal of the Equipment will be its responsibility. If First Choice Hire Ltd is not providing removal services, the Client is responsible for the safe

decommissioning and removal of the hire Equipment following the off-hire notification. The Client shall notify First Choice Hire Ltd once the Equipment has been removed and shall either return all hire Equipment to First Choice Hire Ltd at its depot or (where First Choice Hire Ltd is collecting the hire Equipment to be returned) make it available for collection.

Where the Client is performing the transport, installation or removal of Equipment, it shall be responsible for the safe handling/installation/removal of the Equipment in conformity with industry standard safe practice, applicable laws and in accordance with First Choice Hire Ltd ’s instructions and shall exercise reasonable care and skill so as not to cause damage to any hire Equipment.

Equipment:

First Choice Hire Ltd will supply the Equipment in accordance with the Technical Specification. This may include Equipment made available to the Client on a hire basis (in which case hire charges set out on the Quotation shall apply throughout the hire period) and/or Equipment to be purchased by the Client from First Choice Hire Ltd (the price for such Equipment is also set out on the Quotation).

Delivery of Equipment to be installed by the Client: Equipment to be installed by the Client will be delivered to or made available for collection by the Client on the date and at a place specified in the Quotation. First Choice Hire Ltd will notify the Client when the Equipment is ready for collection or delivery. Where First Choice Hire Ltd is to deliver the Equipment to the site for installation by the Client or collect hire Equipment from the site following off-hire notification and removal by the Client, the Client shall pay the transport costs specified in the Quotation. If collection from First Choice Hire Ltd’s depot or delivery to/collection from the site by First Choice Hire Ltd is delayed by the Client (for example by failing to collect on time, refusing delivery/collection at the site, keeping First Choice Hire Ltd's delivery driver waiting, not having appropriate unloading/loading facilities available or failing to advise First Choice Hire Ltd of site access restrictions), First Choice Hire Ltd may apply reasonable charges in respect of the delay and any subsequent redelivery/collection and (where it arranges storage for the Client during the delay) may charge reasonable costs for the storage and associated insurance.

Unless the Client notifies full description of any defects in writing to First Choice Hire Ltd at the time of delivery or collection, Equipment is deemed to be in good order. The Client must make any defective Equipment available for inspection by First Choice Hire Ltd and must not make any effort to repair any damaged or defective Equipment as any resulting damage will not be covered by First Choice Hire Ltd's warranty to repair or replace the Equipment.

Risk and Ownership of Equipment: The Equipment is at the Client's risk from the time the handover certificate is issued by First Choice Hire Ltd(if First Choice Hire Ltd is installing), from the moment First Choice Hire Ltd's delivery vehicle arrives at the site (if the Client is installing, but First Choice Hire Ltd is delivering) or from the point it has been loaded onto the Client's vehicle (if the Client is collecting and installing) (Point of Delivery). Where the Equipment is hired, risk in the hire Equipment will pass back to First Choice Hire Ltd at the point it arrives back at First Choice Hire Ltd's depot (if the Client is removing and returning), the moment loading onto First Choice Hire Ltd's vehicle has been completed (if the Client is removing, but First Choice Hire Ltd is collecting) or the commencement of removal (where First Choice Hire Ltd is removing) (Point of Return).

Where the Equipment is sold, ownership of the Equipment passes to the Client upon receipt of full payment by First Choice Hire Ltd of all sums due to it in respect of the Equipment (Point of Ownership). Where the Equipment is hired, the Equipment at all times remains the property of First Choice Hire Ltd, and the Client has no right or title in the Equipment, save the right to possession and use of the Equipment subject to the Agreement. From the Point of Delivery until the Point of Return (for hire Equipment) or the Point of Ownership (for Equipment sold to the Client), the Client will hold the Equipment as First Choice Hire Ltd's bailee on a fiduciary basis and will maintain the Equipment in good condition.

Client's Responsibility:

The Client has complete responsibility for the Equipment while it is in its possession and must ensure it has appropriate storage and security arrangements in place to protect it from loss, damage, theft and destruction. No hire Equipment should be moved from one site to another, nor can any hire Equipment be loaned or leased to any third party. The Client will insure the hire Equipment to its full value, against loss by fire, theft and other insurable hazards. The Client will protect and hold First Choice Hire Ltd harmless from and against any losses and liabilities arising as a result of any cause of action brought against First Choice Hire Ltd that relates to the Client's use or misuse of the System. The hired equipment, system responsibility is with the customer or client from the moment installation is complete and confirmed by the both parties signing the Handover Certificate or by email confirmation from and employee/ representative of First Choice Hire Ltd until they have signed and received the original or a copy of the signed Removal Certificate provided by an employee or representative of First Choice Hire Ltd overriding any correspondence previously had with the customer, client with regards to removal or contract termination.

Return of Hire Equipment:

Upon completion of the Client's use of the System, any hire Equipment is to be returned to First Choice Hire Ltd complete and in the same condition as it was supplied, although, ordinary wear and tear is excepted. First Choice Hire Ltd will inspect hire Equipment prior to commencing removal or, if the Client is removing, once it has been returned to its depot and will advise the Client of any lost or damaged items. The Client will reimburse First Choice Hire Ltd in full for any whole or part of the hire Equipment that is lost or damaged (excepting ordinary wear and tear), including for e.g., the cost of repairing or replacing the lost or damaged Equipment (based on First Choice Hire Ltd's standard price list for used or ex-hire Equipment), together with a sum equal to the rent applicable to such Equipment calculated from the end of the hire period until the compensation for the lost or damaged Equipment is received by First Choice Hire Ltd.

Use of First Choice Hire Ltd’s online portal(s):

Where the System includes access to First Choice Hire Ltd's online portal’s (web based applications used to access our systems and data), First Choice Hire Ltd grants the Client a non-exclusive and non-transferable, fee bearing license to access and use the online portal(s) and to copy or download data relating to the System from the online portal(s) for the purposes of monitoring the site. Unless otherwise indicated in the Quotation, First Choice Hire Ltd issue up to a maximum of 10 individual user login and passwords to enable the Client's users to access the online portal(s). If the Client wishes to have additional users, these can be provided at an additional cost. In the interests of data security and integrity, these logins and passwords are personal to each user and the Client must ensure that users keep these confidential at all times and these must not be shared. The Client shall not, and shall not allow others to: (i) cause or permit the reverse engineering, disassembly, or decompilation of any portion of the online portal(s) or any other software supplied as part of the System; (ii) remove any copyright notices or other proprietary notices or restrictions from any of the software; or

(iii) distribute, sell, sublicense, rent, lease or use the software or the data (or any portion thereof) for time sharing, hosting, service provider or similar purposes

First Choice Hire Ltd shall use reasonable endeavours to make the online portal(s) available at all times, subject to reasonable maintenance periods. However, First Choice Hire Ltd does not warrant that the operation of the online portal(s) will be uninterrupted or error-free or that the features or functionalities of the online portal(s) will be available at any time in the future. First Choice Hire Ltd will retain ownership of the online portal(s) and the data at all times and shall use reasonable endeavours to keep it secure and free from viruses and other malware. First Choice Hire Ltd shall be entitled to use the data (provided it is anonymised) as it sees fit and may assign or share it with third parties.

Data contained in the online portal(s) may be downloaded by users at any time during the hire period and copies may be retained by the Client after termination. Data will be retained in the online portal(s) for a period of up to 3 months after the end of the hire period. After this point, data may be erased and will no longer be accessible to the Client.

The Client acknowledges that use of online portal(s) relies on successful data transfer via communications networks and, due to their inherent nature, First Choice Hire Ltd is not liable for any failure or loss of data caused by interruptions, interference or failure of the mobile network, poor or intermittent network coverage or for any loss or interruptions in power.

Warranty:

First Choice Hire Ltd warrants that any Services will be performed with reasonable skill and care. First Choice Hire Ltd also warrants that hire Equipment will perform substantially in accordance with Technical Specification throughout hire period. The Client acknowledges that Equipment purchased by the Client is produced by third party manufacturers and First Choice Hire Ltd will in so far as it is entitled to do so give the Client the benefit of any warranty which may have been given to First Choice Hire Ltd by the relevant supplier. In the event of breach of warranty, First Choice Hire Ltd will re-perform the defective Services, First Choice Hire Ltd will repair or replace defective hire Equipment (including reinstalling such Equipment) at its own cost and repair or replace defective purchased Equipment and this is the exclusive remedy for breach by First Choice Hire Ltd of any warranty in relation to Equipment and Services.

First Choice Hire Ltd will not be liable under any warranty to the extent that the Client makes further use of the System after notifying First Choice Hire Ltd of an issue or if the defect arises as a result of (i) defective installation by the Client; (ii) a surge in power through the Equipment; (iii) the incorrect use or operation of the System (including without limitation use outside the operational parameters set out in the Technical Specification and/or use in conjunction with other equipment not supplied by First Choice Hire Ltd); (iv) any alterations or repairs to the System or any hire Equipment not authorised by First Choice Hire Ltd; or (v) damage or misuse (whether negligent, wilful or otherwise) by the Client, its staff or any third party. Except as set out in this Agreement, no other warranties (whether express or implied) apply.

Use of System:

The System is intended solely to provide the Client with a data set relating to the elements monitored. Any further analysis of the data and/or further assessment of the structure or area to which the data relates is the responsibility of the Client or its agents. As such, First Choice Hire Ltd has no duty or responsibility with regards to the assessment of any structure or area.

The Client acknowledges that the System consists of sensitive scientific equipment intended for geodetic, topographical or environmental monitoring (as may be appropriate) and its effective performance depends on correct installation, location and maintenance and other environmental and technical requirements as specified in the Quotation. The Client must not (and must ensure that third parties do not) tamper, damage or otherwise interfere with the System or connect or use the System with components not specifically provided by First Choice Hire Ltd under this Agreement. First Choice Hire Ltd shall not be liable for any loss or corruption of data caused by user error or third party interference with the System.

Where the System relies on the use of fixed or mobile communication systems or the availability of external power systems, First Choice Hire Ltd shall not be liable to the Client or any third parties for any claims or damages arising out of any failure or delay of or inability to access such communications or power systems nor for any resulting loss or corruption of data.

Accordingly, the Client should not rely solely on the System to provide warning or to provide fail-safe performance, particularly where the failure of the System to track all movement or changes in environmental conditions (as appropriate) could lead directly to death, personal injury, or severe physical or environmental damage. First Choice Hire Ltd shall not be liable to the Client or any third parties for any claims or damages to the extent such claims or damages arise from such use or reliance. First Choice Hire Ltd shall not liable for any failure or error of the System or for any damage or loss of data save to the extent caused its negligence or wilful default.

Price and Payment:

The charges due in respect of the hire or purchase of Equipment, access to online portal(s) and/ or provision of Services (collectively Charges) are set out in the Quotation or as otherwise agreed with the Client in writing by First Choice Hire Ltd. Where the Charges are expressed as a weekly charge, the rate applicable for part weeks will be calculated as 1/5 of the weekly rate for each day up to a maximum of the weekly rate. In addition to the Charges, the Client is to pay VAT which is added at the time of Invoice. Unless otherwise specified in the Quotation, the Charges are exclusive of all costs in relation to delivery, installation, maintenance and removal, all of which amounts are chargeable as extra. All payments are to be made in full in Pounds Sterling, without set off or retention. Unless agreed otherwise in the Quotation and subject to prior approval of the Client's credit application, First Choice Hire Ltd may invoice the Client monthly in arrears for the Charges for hire of the System for the duration of the hire period (except that the full amount for the minimum hire period will be included in the first invoice) and for the Charges relating to Equipment purchased and Services provided, on or at any time following their supply. In the case of invoices errors First Choice Hire Ltd reserve the right to adjust the client account and invoice totals to reflect the agreed quotation the invoices refer too. The Client must pay all invoices in full without deduction or set off within twenty five (25) days of the date of invoice or the payment date shown on the invoices generated by First Choice Hire. Ltd.

Early Redemption Fee:

First Choice Hire Ltd reserve the right to charge an early redemption fee/penalty for the early return and cancellation of use for all of our equipment and systems provided and supplied to our customer/client. This Early Redemption fee/penalty will be calculated by charging 20% of the total value on the quotation provided by First Choice Hire Ltd for the hire referencing the Purchase Order and Purchase Order Number the customer/client have issued for the equipment, systems when more than 50% of the hire duration remains. This Early Redemption Fee/penalty will be displayed and charged to the customer/client on their final invoice issued by First Choice Hire Ltd for the hire of our equipment systems.

Anti-bribery and corruption: Customer will in relation to this offer comply with all applicable UK anti corruption laws and regulations.

Hire Period:

Minimum hire period for the Fixed Environmental System(s) is two weeks unless otherwise stated in the Quotation. The hire period starts from the date of collection of the Equipment from First Choice Hire Ltd depot (if the Client is collecting and installing), from the date of delivery (if First Choice Hire Ltd is delivering but the Client is installing), from the date of the handover certificate (if First Choice Hire Ltd is installing) or from the date of the email confirmation for the installation sent by an employee or representative of First Choice Hire Ltd. The hire period will continue until the Client advises First Choice Hire Ltd that it no longer requires the System and, where the System includes hire Equipment, either the hire Equipment is returned to First Choice Hire Ltd(if the Client is responsible for the removal and return), the hire Equipment has been removed by the Client and is made available for collection by First Choice Hire Ltd(if the Client is removing and First Choice Hire Ltd is responsible for collecting the off-hire Equipment) or the date on which First Choice Hire Ltd completes the removal (if First Choice Hire Ltd is performing removal Services). The hire period includes any period where the Customer notifies or has had correspondence with First Choice Hire Ltd that any Equipment is off-hire, but retains possession and has not received the signed Removal Certificate from an employee or representative of First Choice Hire Ltd and/or subsequently rehires it without its removal (for example during Christmas or other bank holidays). The hire contract with the customer or client and system responsibility is left with the customer or client until they are in receipt of the signed Removal Certificate provided by an employee or representative of First Choice Hire Ltd. Where only part of the hire Equipment is returned or ready for collection at the time of collection by First Choice Hire Ltd, the remainder of the hire Equipment will be considered to remain on-hire and the hire period for the uncollected/unreturned hire Equipment will continue run until such hire Equipment is returned or made ready for collection by First Choice Hire Ltd and First Choice Hire Ltd is notified of its availability for collection (as appropriate).

Client/Customer Site Visits:

First Choice Hire Ltd reserve the right to charge the client/customer for site and project visits when and where the client/customer responsible for the hired equipment has shown negligence or ignored practises recommended and instructed by First Choice Hire Ltd, which has resulted in a member of staff or representative on behalf of First Choice Hire Ltd to visit and rectify. If a member of staff or representative on behalf of First Choice Hire Ltd can demonstrate the damage, fault, loss of data or loss of comms is not due to the equipment and installation provided by First Choice Hire Ltd we will charge a minimum site visit fee of £195 excl VAT as well as the cost of repair or replacement of our equipment. As part of our ongoing support we will of course continue to rectify any issues over the phone and via email providing the relevant information and practices to ensure you receive the full experience and service quoted.

First Choice Hire Ltd's Responsibility:

In addition to its warranty obligations, First Choice Hire Ltd's maximum aggregate liability to the Client under or in connection with the Agreement (howsoever arising) for all claims within any 12 month period in no circumstances is to exceed ten percent of the total Price actually paid by the Client under this Agreement in the twelve months immediately preceding the claim. First Choice Hire Ltd is not liable to the Client for any indirect or consequential losses or loss of income, profits, business, reputation or savings, in each case howsoever arising. Nothing in this Agreement excludes or in any way limit First Choice Hire Ltd's liability to the Client for: (i) fraud; (ii) death or personal injury caused by its negligence; (iii) any liability to the extent it may not be excluded or limited as a matter of law.

Force Majeure:

First Choice Hire Ltd cannot control and so is not liable for any for delays in delivery of the Equipment or Services, any failure of the System to operate or any loss or damage to data caused any event beyond its reasonable control (including without limitation any failure of or interruption to communications networks, power supplies or third party interference}. In the event of any delay caused as aforesaid, the relevant target date will be extended for a period equal to any such delay. If the delays continue beyond 4 weeks, the parties can terminate the Agreement by mutual agreement.

Unauthorised Hire:

First Choice Hire Ltd reserve the right to remove any equipment, systems and intellectual property from any site, organisation and premises when a person, organisation or entity remains in possession of our property without authorisation, agreed confirmation and acknowledgement by Email, Purchase Order, Contract Signed from a First Choice Hire Ltd employee or representative. First Choice Hire Ltd reserve the right to charge and invoice the person, organisation or entity the current list price for a 0-10 week hire period along with any other charges incurred by this unauthorised hire including such travel, loss of business, fines and fees.

First Choice Hire Ltd's Intellectual Property:

All rights, including any copyright, design right or other intellectual property rights in or related to the online portal(s) , the System, the Equipment and any related specifications (e.g., drawing, design, catalogues or other related information or material} belong to First Choice Hire Ltd. The Client has a non-transferable, non-exclusive license to use the Equipment or any related design or specification provided by First Choice Hire Ltd and may retain copies of the data it has downloaded. The Client will not copy or disclose design of the System or First Choice Hire Ltd's Equipment or otherwise misuse any intellectual property of First Choice Hire Ltd.

First Choice Hire Ltd's Communication Policy:

First Choice Hire Ltd reserve the right to record all phone calls between their employees and representatives. All phone calls to First Choice Hire Ltd and any representative may be recorded for the following:

training purposes
information gathering for quotation where other forms of data capture are unavailable, such as whilst driving.
for all support enquiries
for assistance in queries, claims and any other further communication to confirm the fair and legitimate outcome of any scenario First Choice Hire Ltd and/or any representative find themselves involved with.

Cancellation & Termination:

First Choice Hire Ltd can cancel the Agreement immediately (and withheld services) by written notice (via Letter or Email) to the Client where the Client is in material breach of the Agreement (including for e.g,. non-payment, mis-conduct) or fails to take delivery of Equipment, or if First Choice Hire Ltd believes the Client is in financial difficulty and is incapable of paying its debts.

In the event that the customer fails to pay any undisputed amount payable by it to the Service Provider within

ten (10) days of the Due Date for payment, the Service Provider shall be entitled to charge interest and penalties on the undisputed amount outstanding at the rates outlined within the invoice document, from the Due Date for payment until the date of payment (whether before or after judgement);

twenty-five days (25) days of the Due Date for payment, the Customer shall be deemed in material breach of the Agreement, Handover Certificate signed. In the event of such breach, the Customer shall be deemed in material breach of this Agreement and the Service Provider shall have termination rights of all services provided to the Customer.

The Client can cancel the Agreement by written notice to First Choice Hire Ltd and will be expected to pay on cancellation an early redemption fee of 20% of the remaining total (of the original quote and proposal agreed) when more than 50% of the quoted hire duration remains.

Upon cancellation and termination, the Client shall (and shall ensure all users shall) immediately cease use of the online portal(s) (save that the Client may extract and retain a copy of its data from the online portal(s) collected during the hire period) and First Choice Hire Ltd may exercise any one or more of the following remedies or any other remedy provided at law or in equity:

(a) recovery of any unpaid amounts by the Client, which amounts will become due and payable to First Choice Hire Ltd immediately;

(b) without notice or demand, First Choice Hire Ltd may make entry and take possession of the hire Equipment or the sale Equipment to the extent such sale Equipment has not been paid for;

(c) withhold all data and reports from the instruments, systems until recovery of any unpaid amounts by the Client have been received.

(d) any other legal or equitable remedies. Such of these Terms which are expressly or by implication are intended to come into or remain in force on or after the termination of the Agreement will remain in full force and effect.

First Choice Hire Ltd reserve the right to remove and uninstall all First Choice Hire Ltd property and hired goods without notification, inspect the instruments/systems on-site and within the headquarters (Head Office). The Client will be invoiced accordingly if any repairs, damages and faults are reported and documented as a result of the hire.

Priority:

In the event of any inconsistency between these Terms and any supplemental documentation forming part of the Agreement (including without limitation the Quotation and Technical Specification), the supplemental documentation will prevail to the extent of the inconsistency.

General: This Agreement is non-assignable and no third party has any rights under it. Any notice under this Agreement should be given in writing delivered by first class recorded post to the registered address of either party. Notice is deemed delivered on the next business day from the date recorded on the postal receipt. Any failure or delay in enforcing any provision of this Agreement shall not be construed as a waiver of or in any way prejudice the rights of that party under this Agreement. The Agreement in all respects is subject to and construed in accordance with English law and the English courts have sole jurisdiction in all matters arising out of this Agreement.

Changes & Amendments:

First Choice Hire Ltd reserve the right to change and/or amend the Terms and Conditions, Standard Terms of Business and Policies at any time without notification. We will notify you as best we can however we do not have to do so. These changes will affect all current and new contracts and orders placed with First Choice Hire Ltd.