Terms & Conditions:
The Agent: Unitbase.co.uk Limited a company incorporated in England under Company number 4915147 whose registered office is 15, Highbury Place, London N5 1QP as agent for the Principal.
The Client: The client referred to in the Hire Schedule.
(A). the Agent acts as agent for the Principal of the Premises.
(B). the Client wishes to hire the Premises on the terms set out in this Agreement and in the Hire Schedule.
(C). the Agent has full authority to enter into this Agreement on behalf of the Principal as the Principal’s Agent.
1.1 In these Conditions:
"Agent" means Unitbase.co.uk Limited;
"Agent’s Standard Charges" means the charges made by the Agent on its own behalf and on behalf of the Principal from time to time;
"Client" means the company named in the Hire Schedule who has agreed to hire the Premises via the Agent from the Principal in accordance with these Terms;
"Contract" means the contract for the hire of the Premises;
"Document" includes, in addition to a document in Writing, a map, plan, design, drawing, picture or other image, or any other record of any information in any form;
"Hire Schedule" means the Schedule to which these Terms are appended or which may be issued by the Agent from time to time subject to these Terms;
"Input Material" means any Documents or other materials, and any data or other information provided by the Client relating to the hire of the Premises;
"Principal" means the owner of the Premises as detailed in the Hire Schedule;
"Premises" means the Premises to be hired by the Client from the Principal and referred to in the Hire Schedule;
1.2 The headings in these Terms are for convenience only and shall not affect their interpretation.
2 Hire of the Premises
2.1 The Client shall hire the Premises from the Principal subject to these Terms. Any changes or additions to the Terms must be agreed in Writing by the Agent and the Client.
2.2 The Client shall at its own expense supply the Agent with all necessary Input Materials, and all necessary data or other information relating to the hire of the Premises, within sufficient time to enable the Agent to assess the suitability of the Premises for hire in accordance with the Contract. The Client shall ensure the accuracy of all Input Material.
2.3 The hire of the Premises shall be provided in accordance with the Hire Schedule and subject to these Terms.
2.4 All bookings for the hire of the Premises shall be provisional until the Agent has confirmed in writing to the Client that the Premises are available for the period and dates of hire requested.
3.1 Subject to any special terms agreed, the Client shall pay the Agent’s Standard Charges and any additional sums which are agreed between the Agent and the Client for the hire of the Premises or which, in the Agent’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client.
3.2 The Agent may vary the Agent’s Standard Charges from time to time by giving written notice to the Client.
3.3 All charges quoted to the Client for the provision of the hire of the Premises are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
3.4 Unless otherwise specified the Agent’s Standard Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) in cleared funds prior to the first day of hire.
3.5 If payment is not made in cleared funds prior to the first day of hire, the Agent shall be entitled, without limiting any other rights it may have, to refuse access to the Premises and charge interest on the outstanding amount due (both before and after any judgment) at the rate of 10 per cent above the base rate from time to time of Barclays Bank plc from the first day of hire until the outstanding amount is paid in full.
3.6 In the event of the Client cancelling the hire of the Premises less than seven days before the commencement of the hire period (as detailed in the Hire Schedule), a cancellation fee equivalent to 50% of the Agent’s Standard Charges and any other agreed charge shall be payable.
3.7 The time of payment of each sum due under this clause shall be of the essence of this Agreement.
4 Client’s Covenants
4.1 The Client hereby agrees and covenants with the Principal as follows:
4.1.1 to permit only the Client’s authorised employees and agents to access and remain on the Premises;
4.1.2 to utilise only those parts of the Premises detailed in the Hire Schedule;
4.1.3 to promptly vacate the Premises upon expiry of the hire period (as detailed in the Hire Schedule) and to leave the Premises in a clean, safe and secure condition;
4.1.4 to make good forthwith to the Principal’s satisfaction any damage or loss caused to the Premises or to pay the full cost of making good the same PROVIDED ALWAYS that the Principal shall have notified the Client within fourteen days of the expiry of the hire period of any such damage or loss caused;
4.1.5 to indemnify and keep indemnified the Principal and the Agent against all actions, proceedings, costs, claims, and demands which may be brought or made against the Principal or Agent in respect of personal injury and / or damage and / or nuisance and / or breach of covenant arising directly or indirectly out of the Client’s use of the Premises;
4.1.6 to produce, on request, evidence of sufficient employers and public liability insurance to cover all potential liabilities which may arise under this Agreement;
4.1.7 to utilise the Premises solely for the purposes detailed in the Hire Schedule and for the period detailed therein;
4.1.8 to take reasonable care of the Premises and not to place it in jeopardy;
4.1.9 to permit the Principal or the Agent at all times to inspect the Premises;
4.1.10 to notify the Principal and the Agent immediately of any loss of, or damage to, the Premises.
5 Covenants of the Principal
5.1 PROVIDED ALWAYS that the Client duly complies with each and every one of its obligations under this Agreement the Principal shall:
5.1.1 permit the Client, its employees, servants and agents to have access to the Premises on the dates, and during the times, specified in the Hire Schedule;
5.1.2 consent to the use of the Premises for the purposes specified in the Hire Specification and, where such use includes filming or photography, consents to such filming and / or photography and will not raise or make any objection in the future to the Premises being featured in any film or promotional material or photograph;
5.1.3 save where the contrary is stated in the Hire Schedule, permit the Client to have exclusive use of the Premises on the dates and during such times, specified in the Hire Schedule;
5.1.4 permit the Client to:
- represent the Premises as being another real or fictional place
- incorporate scenes of the Premises as it sees fit into any film, photograph or other media subject to the payment of all sums due pursuant to clause 3 of this Agreement, the Principal acknowledges that the Client shall own the entire copyright and all rights of distribution and exploitation in any film, programme, photographs or other media incorporating images of the Premises.
6 Warranties and Liability
6.1 Whilst every reasonable care will be taken to ensure the accuracy of the description of the Premises, neither the Principal nor the Agent gives any warranty, guarantee or other terms as to the suitability, fitness for purpose or otherwise of the Premises for use by the Client. The Client shall have sole responsibility for inspecting the Premises and ensuring their suitability or otherwise for its purposes.
6.2 Neither the Principal nor the Agent shall have any liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect or inaccurate.
6.3 Except in respect of death or personal injury caused by the Principal’s or Agent’s negligence, or as expressly provided in these Terms, neither the Principal nor the Agent shall be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Principal, its servants or agents or otherwise) which arise out of or in connection with the hire of the Premises (including any delay in providing or failure to provide access to the Premises) or their use by the Client, and the entire liability of the Principal under or in connection with the Contract shall not exceed the amount of the Agent’s Standard Charges for the hire of the Premises, except as expressly provided in these Terms.
6.4 Neither the Principal nor the Agent shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in hiring, or any failure to hire, any Premises to the Client, if the delay or failure was due to any cause beyond the Principal or Agent’s reasonable control.
7 Termination by the Principal
7.1 If any of the following events occur:
7.1.1 the Client fails to pay any sum payable under this Agreement prior to the first day of hire (whether previously demanded or not);
7.1.2 the Client provides incomplete or materially inaccurate or misleading facts or information in connection with this Agreement, whether to the Principal or to the Agent;
7.1.3 a winding up or bankruptcy petition is presented against the Client or the Client makes any form of arrangement with it s creditors;
7.1.4 the Client commits any breach of the terms and conditions (whether express or implied) of this Agreement;
7.1.5 any attachment order is made against the Client or any distress execution or other legal process is levied on any property of the Client; then if the event is one set out in clause 7.1.1 or 7.1.4 above the Client shall be deemed to be in repudiatory breach of the terms of this Agreement;
7.1.6 upon the occurrence of any such event as is specified in clauses 7.1.1 to 7.1.5 above, and without prejudice to any other rights and remedies which the Principal may possess, the Principal or its Agent shall be entitled to terminate this Agreement and upon such termination this Agreement and the hiring thereunder shall determine and the Principal shall be entitled to take immediate possession of the Premises. Such possession shall be without prejudice to any other remedy the Principal my have under this Agreement or at loss.
8 Agent’s Status
The Client acknowledges that the Agent enters into this Agreement as agent for the Principal, and not as principal.
9.1 In the event of a Client wishing to subscribe to the Agent’s database service, the Client will:
9.1.1 subscribe for a minimum period of 12 months at the Agent’s prevailing subscription rate (currently no fee);
9.1.2 following completion of the initial 12 months subscription, give not less than one month’s notice in writing of its wish to terminate its subscription to the database service;
9.1.3 pay all subscription charges by way of direct debit or such other method as the Agent may specify;
9.1.4 provide a copy of it public liability and employer’s liability insurance.
The Client covenants with the Agent that all negotiations and hiring of the Premises will be conducted via the Agent and that it will not at any time seek to negotiate or deal with the Principal directly with a view to hiring the Premises. Any breach of this provision will entitle the Agent to cancel the Client’s subscription in addition to any other right or claim the Agent may have against the Client.
11.1 These Terms (together with the terms, if any, set out in the Hire Schedule) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in Writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
11.2 A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.4 If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
11.5 Any dispute arising out of or in connection with this agreement shall be referred to expert determination in London by a single expert appointed by agreement between the parties or, in default of agreement, nominated on the application of either party by the Centre for Effective Dispute Resolution.
11.6 English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.