STEALTH On Set - Standard Terms and Conditions of Business
- Interpretation
- The following definitions and rules of interpretation apply in these Conditions.
Customer: the customer hiring the Vehicle and Equipment.
Delivery: the arrival of the Vehicle and the Equipment at the Site.
Production Assistant: the Production Assistant provided by STEALTH with the Vehicle and Equipment, where applicable.
Equipment: the items of equipment listed in the Order or (in default thereof) as set out on the Website from time to time, together with any Add-Ons.
Add-Ons: any items required by the Customer for hire, as set out in the Order, which are in addition to STEALTH’s standard item list. These may include (without limitation and only by way of example) additional 2-way radios generator/power bank, watercooler, microwave, crowd barriers.
Additional Services: any service by STEALTH which is not typically included as part of the hire of the Vehicle and Equipment including, without limitation and only by way of example, set design, set build, H&S, and production management, all of which may be subject to STEALTH’s separate applicable terms and conditions (in which case, such separate applicable terms shall apply in preference to these terms in the case of conflict).
Hire Charge: the hire charge for the Vehicle, Equipment and Production Assistant, exclusive of any Add-Ons and Overtime Charges, as set out in the Order.
Order: the Customer's order for the hire of the Equipment as set out in STEALTH’s order form, the Customer's purchase order form or the quotation by STEALTH which has been accepted by the Customer, as the case may be. These Conditions shall apply in preference to any of the Customer’s terms and conditions of purchase.
Rental Payments: the payments made by or on behalf of Customer for hire of the Equipment.
Rental Period: the period of hire as set out in the Order.
Site: the premises at which the Vehicle and Equipment are required for hire, as set out in the Order.
Standard Hours: any continuous twelve-hour period from 7am to 11pm, as more particularly specified in the Order.
STEALTH: STEALTH Projects Limited (trading as STEALTH On Set) registered in England and Wales with company number 08946809.
STEALTH’s Premises: STEALTH Projects, Calves Croft Farm, Darnicle Hill, Goffs Oak, Waltham Cross, Herts, EN7 5TA, or such other premises as STEALTH may advise.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
Vehicle: the vehicle carrying the Equipment, hired by the Customer.
Website: https://steathonset.co.uk/ or such other website as STEALTH operate in relation to its services from time to time.
A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provisions.
A reference to writing or written excludes fax but not email.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
- The following definitions and rules of interpretation apply in these Conditions.
- Equipment hire
STEALTH shall hire the Vehicle and Equipment to the Customer for use at the Site subject to these Conditions.
STEALTH may from time to time offer for hire Equipment without the attendant hire of a Vehicle or the Production Assistant (‘Equipment Only Hire’). In this case, these Condition shall apply insofar as relevant.
- Rental Period
Subject to clause 3.5, the Rental Period starts when the Vehicle and Equipment (or the Equipment, in the case of Equipment Only Hire) leaves STEALTH’s Premises to travel to the Site and ends when it returns to STEALTH’s Premises from the Site.
Save in the case of Equipment Only Hire, STEALTH shall advise the Customer at the time of the Order how much time it reasonably estimates should be allowed for travel to and from the Site, but provides no warranty as respects the same.
- The Rental Period is set out in the Order and will typically be for the Standard Hours in the case of hire of one day save where:
provided otherwise in the Order;
the agreement is terminated in accordance with clause 11;
where the Vehicle and Equipment are released from the Site by the Customer in advance of the end of the time set out in the Order;
(in the case of Equipment Only Hire) the Customer returns the Equipment to STEALTH’s Premises earlier than anticipated in the Order
For the avoidance of doubt, no reduction in the Hire Charge shall be due on account of the early termination of the agreement in accordance with clause 11, the release of the Vehicle and Equipment from the Site before the time stipulated in the Order, or (in the case of Equipment Only Hire), where the Customer returns the Equipment to STEALTH’s Premises earlier than anticipated in the Order..
- If the Customer wishes to hire the Vehicle for multiple days, the parties shall agree at the time of Order:
Whether the Vehicle and / or Equipment is to remain on Site overnight;
The conditions thereof, including (for example) the Customer’s parking and security arrangements.
Such additional charges as may apply (for instance and without limitation, charges in relation to the Production Assistant’s overnight stay nearby, parking charges and any charges by STEALTH in respect of security).
STEALTH’s prices (without prejudice to STEALTH’s ultimate freedom and discretion in respect of its charges) may be subject to surcharges and premium rates depending on (without limitation) (i) whether the Rental Period includes early (5am to 7am) or late (after 11pm) hours and (ii) the distance of the Site from STEALTH’s Premises.
- Overtime
If the Customer requires the Vehicle and / or Equipment for longer than the Rental Period as agreed in the Order (‘Overtime’), the Customer shall be liable for any additional hour or part thereof, at such rate as advised by STEALTH at the time of the Order or, in default, as advertised on the Website at the time of the Order or, in default, at the rate of £125 per hour (subject to clause 6.4).
Any Overtime shall be at the discretion of STEALTH and, in any case, shall be for no more than four hours beyond the Rental Period.
- Add-Ons and consumables
STEALTH may from time to time offer for hire Add-Ons and offer Additional Services.
The Customer shall make known to STEALTH prior to the Order any Add-Ons, consumable items required or Additional Services it requires as part of the Order.
Where the Customer requires any consumable items as part of the Order, STEALTH will require 48 hours’ notice at least of the same.
- Payment
From the time of the Order, STEALTH shall invoice the Customer for the Hire Charge along with any Add-Ons or Additional Services agreed at the time of the Order.
STEALTH shall be at liberty to invoice the Customer for any Add-Ons or Overtime due subsequent to the time of the Order, at the time that such Add-Ons or Overtime are agreed or at any time thereafter.
Subject to clause 6.2, the Rental Payments shall be paid in cleared funds to the bank account nominated in writing by STEALTH at the time of the Order, as a condition of the Order.
The Rental Payments are subject to VAT and any other applicable taxes and duties or similar charges, which shall be payable by the Customer in addition, at the rate and in the manner from time to time prescribed by law.
All amounts due under the agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
If the Customer fails to make a payment due to STEALTH under the agreement by the due date, then, without limiting STEALTH's remedies under clauses 11 and 12, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
- Title, risk and insurance
- The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer:
at the time of Delivery or
(in the case of Equipment Only Hire) upon collection by the Customer, and until:
the Production Assistant, Vehicle and Equipment leave the Site or
(in the case of Equipment Only Hire) upon the return of the Equipment to STEALTH’s Premises;
the ‘Risk Period’
The Vehicle and Equipment shall at all times remain the property of STEALTH, and the Customer shall have no right, title or interest in or to the Vehicle or the Equipment (save the right to possession and use of the Equipment subject to these Conditions).
- During the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:
insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as STEALTH may from time to time nominate in writing;
insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as STEALTH may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and
insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as STEALTH may from time to time consider reasonably necessary and advise to the Customer in writing.
The Customer shall be responsible for paying any deductibles due on any claims under such insurance policies.
If the Customer fails to effect or maintain any of the insurances required under these Conditions, STEALTH 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.
The Customer shall, as part of the booking process and in the manner required by STEALTH, supply copies of the relevant insurance policies or other insurance confirmation acceptable to STEALTH and proof of premium payment to STEALTH to confirm the insurance arrangements.
The Customer shall give immediate written notice to STEALTH in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Customer's possession or use of the Equipment.
- The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer:
- Customer's responsibilities
- Subject to clause 8.2 below, the Customer shall during the term of the agreement:
ensure that the Vehicle and Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated only by the Production Assistant save where permission otherwise is given by STEALTH or the Production Assistant;
only use the Vehicle for the purpose of storing and conveying the Equipment to and from the Site and not for any other purpose;
take such steps (including compliance with all safety and usage instructions provided by STEALTH) as may be necessary to ensure, so far as is reasonably practicable, that the Vehicle and Equipment are at all times safe and without risk to health when they are being set or used on the Site;
make no alteration to the Vehicle or Equipment and shall not remove any existing component (or components) from the Vehicle or Equipment without the prior written consent of STEALTH;
keep STEALTH fully informed of all material matters relating to the Vehicle and the Equipment;
keep the Vehicle and Equipment at all times at the Site, save during transportation between the Site and STEALTH’s Premises and as otherwise agreed in writing by STEALTH, and shall not move or attempt to move any part of the Vehicle or Equipment to any other location without STEALTH's prior written consent;
permit STEALTH or its duly authorised representative to enter on the Site or any premises at which the Vehicle or Equipment may be located to inspect them at all reasonable times and shall grant reasonable access and facilities for such inspection;
not, without the prior written consent of STEALTH, part with control of, sell or offer for sale, underlet or lend the Vehicle or Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of them;
not do or permit to be done any act or thing which will or may jeopardise the right, title or interest of STEALTH in the Vehicle or Equipment.
not suffer or permit the Vehicle or Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Vehicle or Equipment is so confiscated, seized or taken, the Customer shall notify STEALTH and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Vehicle and Equipment and shall indemnify STEALTH on demand against all losses, costs, charges, damages and expenses reasonably incurred as a result of such confiscation;
not use the Vehicle or Equipment for any unlawful purpose;
not do or permit to be done anything which could invalidate the insurances referred to in 7.3.
- In the relation to the Production Assistant in particular:
Subject to (c) below and clause 8.1, the Production Assistant shall operate the Vehicle and Equipment in accordance with the Customer’s reasonable instructions.
The Customer shall adhere to the Production Assistant’s instructions in relation to the Vehicle and Equipment.
The Production Assistant may refuse to comply with the Customer’s instructions insofar as, in the Production Assistant’s absolute discretion, the same are or may be unsafe, or give rise to a risk of damage to property (including but not limited to the Vehicle or Equipment) or of injury to any person (including but not limited to the Production Assistant).
The Production Assistant shall not be required by the Customer to undertake any other work or activity (in relation to the Vehicle or the Equipment or otherwise) other than as provided for expressly in these Conditions.
The Customer must provide a lunchtime meal to the Production Assistant where the Production Assistant is on the Site at midday, and a dinnertime meal where the Production Assistant is on Site at 6pm, and must afford the Production Assistant a period of at least 30 minutes to eat such meals;
Where the Rental Period will exceed nine hours, the Production Assistant must be permitted a rest break of at least 45 minutes (inclusive of the mealtime under (e) above where applicable), pursuant to the Working Time Regulations 1998 and the Road Transport (Working Time) Regulations 2005.
The Customer acknowledges that STEALTH shall not be responsible for any loss of or damage to the Vehicle or the Equipment, or to any other property, or for any injury to any person, arising out of or in connection with any negligence, misuse, mishandling of the Vehicle or Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer shall indemnify STEALTH in full against all liabilities, costs, expenses, 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 STEALTH arising out of, or in connection with any failure by the Customer to comply with its obligations in this clause 8.
- Subject to clause 8.2 below, the Customer shall during the term of the agreement:
- Warranty
STEALTH warrants that the Vehicle and Equipment shall substantially conform to its specification (as made available by STEALTH) and be of satisfactory quality.
In the event of a breach by STEALTH of the warranty at clause 9.1, STEALTH shall, at the Customer's request, make an appropriate reduction to the Rental Payments payable during the remaining term of the agreement and, if relevant, return a corresponding part of the Hire Charges paid by the Customer.
- Limitation of liability
References to liability in this clause 10 include every kind of liability arising under or in connection with the agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
- Nothing in these Conditions limits any liability which cannot legally be limited including liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; and
breach of the terms implied by section 7 of the Supply of Goods and Services Act 1982.
Subject to clause 10.2, STEALTH's total liability to the Customer shall not exceed the Rental Payments.
- Subject to clause 10.2, STEALTH shall not be liable under the agreement for any:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of reputation;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; and
indirect or consequential loss.
Subject to clause 10.2, all implied terms and conditions as to the quality or performance of the Vehicle, the Equipment, the Production Assistant and any other goods or services provided under the agreement are, to the fullest extent permitted by law, excluded from the agreement.
- Termination
- Without affecting any other right or remedy available to it, STEALTH may terminate the agreement with immediate effect by giving notice to the Customer if:
the Customer fails to pay any amount due under the agreement on the due date for payment;
in the reasonable opinion of STEALTH or the Production Assistant the security or other measures on the Site do not adequately protect the Vehicle and Equipment;
the Customer commits a material breach of any other term of the agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within ten minutes after being notified to do so;
the Customer repeatedly breaches any of the terms of the agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the agreement;
the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
the Customer applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company, limited liability partnership or partnership);
an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the Customer (being a company);
the holder of a qualifying floating charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over all or any of the assets of the Customer or a receiver is appointed over all or any of the assets of the Customer;
a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer's assets;
any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 11.1(e) to 11.1(l) (inclusive);
the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
- Without affecting any other right or remedy available to it, STEALTH may terminate the agreement with immediate effect by giving notice to the Customer if:
- Consequences of termination or expiry
- On expiry or termination of the agreement, however caused:
STEALTH's consent to the Customer's possession of the Equipment shall terminate;
STEALTH may, by its authorised representatives, without notice and at the Customer's expense, retake possession of the Vehicle and / or Equipment and for this purpose may enter the Site or any premises at which the Equipment is located;
the Customer shall ensure the safe and proper storage of the Equipment until it has been collected by STEALTH; and
- without prejudice to any other rights or remedies of the Customer, the Customer shall pay to STEALTH on demand:
all Rental Payments and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to 6.6; and
any costs and expenses incurred by STEALTH in recovering the Equipment or in collecting any sums due under the agreement (including any storage, insurance, repair, transport, legal and remarketing costs).
On termination of the agreement pursuant to 11.1 or any other repudiation of the agreement by the Customer which is accepted by STEALTH, without prejudice to any other rights or remedies of STEALTH, the Customer shall pay to STEALTH on demand a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Rental Period.
The sums payable pursuant to 12.2 shall be agreed compensation for STEALTH's loss and shall be payable in addition to the sums payable pursuant to 12.1(d)(ii).
Any provision of these Conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the agreement shall remain in full force and effect.
Termination or expiry of the agreement 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 agreement which existed at or before the date of termination or expiry.
- On expiry or termination of the agreement, however caused:
- Cancellation
- In the event that the Customer cancels the agreement, the following charges shall apply:
If the Customer cancels less than 14 days but more than 7 days before the Rental Period begins, the Customer shall be liable to STEALTH for 50% of the Hire Charge;
If the Customer cancels less than 7 days but more than 48 hours before the Rental Period begins, the Customer shall be liable to STEALTH for 75% of the Hire Charge;
If the Customer cancels less than 48 hours before the Rental Period begins, the Customer shall be liable to STEALTH for 100% of the Hire Charge.
STEALTH shall, within 14 days of cancellation, refund to the Customer such part of the Rental Payments already made by the Customer as are due to it after the deduction of the sums as clause 13.1, if any.
- In the event that the Customer cancels the agreement, the following charges shall apply:
- Force majeure
STEALTH shall not be in breach of the agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control.
- Entire agreement
The agreement constitutes the entire agreement between the parties.
Each party acknowledges that in entering into the agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the agreement.
- Variation
No variation of the agreement shall be effective unless it is in writing.
- No partnership or agency
Nothing in the agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
- Waiver
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
- Severance
If any provision or part-provision of the agreement 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 the agreement.
If any provision or part-provision of the agreement is deemed deleted under 18.1 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.
- Governing law
The agreement 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.
- Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the agreement or its subject matter or formation.