Terms & Conditions

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions: 

• Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Business Hours: the period from 8.30 am to 5.00 pm on any Business Day.
• CCEL: Container Components Europe Limited registered in England and Wales with company number 02958511.
• Collection Location: has the meaning given in clause 4.3
• Commencement Date: has the meaning given in clause 2.2.
• Conditions: these terms and conditions as amended from time to time in accordance with clause 19.8. 
• Contract: the contract between CCEL and the Customer for the supply of Goods or Services or Goods and Services in accordance with these Conditions.
• control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.
• Customer: the person or firm who purchases the Goods or Services or Goods and Services from CCEL. 
• Delivery: delivery of the Rented Equipment at the Site as set out in clause 7.7.
• Delivery Location: has the meaning given in clause 4.2.
• Force Majeure Event: means, any circumstances not within a party’s reasonable control including:
  • a) acts of God, flood, drought, earthquake or other natural disaster;
  • b) epidemic or pandemic;
  • c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
  • d) nuclear, chemical or biological contamination or sonic boom;
  • e) any law or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition;
  • f) collapse of buildings, fire, explosion or accident;
  • g) non-performance by suppliers or subcontractors; and
  • h) interruption or failure of utility service.
• Goods: the goods (or any part of them) set out in the Order. 
• Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and CCEL.
• Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, 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.
• Order: the Customer’s order for the supply of Goods or Services or Goods and Services, as set out in purchase order form prepared by CCEL. 
• Rental Agreement: means CCEL’s agreement for the supply of the Rented Equipment incorporating this Contract.
• Rented Equipment: means the Goods supplied to the Customer by CCEL from the CCEL’s stock and rented to the Customer pursuant to the terms of the Rental Agreement. 
• Rental Payments: the payments set out in the Rental Agreement.
• Risk Period: has the meaning given in clause 7.7.
• Schedule: means the schedule to this Contract setting out the key commercial terms applicable to the Services.
• Services: the services supplied by CCEL to the Customer as agreed in writing from time to time and/or as agreed in the Schedule. 
• Service Fees: means the fees payable by the Customer, as set out in the Schedule, to CCEL in accordance with clause 11.
• Service Specification: the description or specification for the Services provided in writing by CCEL to be approved by the Customer (if applicable) prior to the Services being carried out.
• Site: means the premises or location where the Customer requires the Rented Equipment to be situated. 
• Total Loss: due to the Customers default (whether deliberate or not), the Rented Equipment is, in CCEL’s reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated. 
• CCEL Materials: has the meaning given in clause 10.1(h).
• Warranty Period: has the meaning given in clause 6.1.
• Website: https://iegemea.com

1.2 Interpretation:

• (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 
• (b) A reference to a party includes its personal representatives, successors and permitted assigns.
• (c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
• (d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
• (e) A reference to writing or written excludes fax but not email.

2. Basis of contract

2.1 The Order and/or Rental Agreement (as appropriate) constitutes an offer by the Customer to rent or purchase Goods or Services or Goods and Services in accordance with these Conditions. 

2.2 The Order shall only be deemed to be accepted when CCEL issues written acceptance of the Order, at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter or advertising issued by CCEL and any descriptions of the Goods or illustrations or descriptions of the Services contained in CCEL’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract nor have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5 Any quotation given by CCEL shall not constitute an offer, and is only valid for a period of 28 days from the  date of the Customer’s initial website enquiry.

2.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

2.7 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

3. Goods

3.1 The Goods are described on CCEL’s Website. 

3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify CCEL 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 CCEL arising out of or in connection with any claim made against CCEL for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with CCEL’s use of the Goods Specification. This clause 3.2 shall survive termination of the Contract. 

3.3 CCEL reserves the right to amend the Goods Specification if required by any applicable law or regulatory requirement, and CCEL shall notify the Customer in any such event.

4. Delivery of Goods

4.1 CCEL shall ensure that: 

• (a) each delivery of Goods is accompanied by a delivery note which shall show the Goods ordered, volumes and dispatch information ; and
• (b) if CCEL requires the Customer to return any packaging materials to CCEL, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as CCEL shall reasonably request. Returns of packaging materials shall be at CCEL’s expense. 

4.2 Subject to clause 4.3, CCEL shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after CCEL notifies the Customer that the Goods are ready.

4.3 If agreed between the parties, the Customer may collect the Goods from CCEL’s premises at Moore Close, Holmewood Industrial Park, Chesterfield, S42 5UX or such other location as may be agreed with the Customer before collection (Collection Location) within three Business Days of CCEL notifying the Customer that the Goods are ready to collect. 

4.4 Where goods are delivered by CCEL’s third party carried, delivery to the carrier shall be treated as delivery to the Customer and risk in the goods passes upon the completion of unloading of the Goods at the Delivery Location. 

4.5 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location or loading of the Goods at the Collection Location.

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

4.7 If any of the Goods delivered by a third-party courier arrive damaged, the Customer shall notify CCEL within 2 days of delivery. A notification of any damage on a carrier’s delivery note, is not notification to CCEL.

4.8 If CCEL fails to deliver the Goods, 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. CCEL shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide CCEL with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

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

• (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which CCEL notified the Customer that the Goods were ready; and
• (b) CCEL shall store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).

4.10 If ten Business Days after the day on which CCEL notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, CCEL may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods, unless the Goods have been custom made for the Customer, in such circumstance, the full cost of the Goods will remain outstanding.

4.11 CCEL may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. 

5. Installation

5.1 CCEL may install the Rented Equipment at the Site on a date and at a time agreed with the Customer. 

5.2 When installing the Rented Equipment, CCEL may provide training on the use of the Rented Equipment to up to 5 nominated representatives of the Customer (Trained Employees). It shall be the responsibility of the Customer to ensure that the Trained Employees subsequently train all current operatives and any new operatives in the use of the Rented Equipment prior to any such use. 

5.3 CCEL shall (where applicable), provide the Customer with a user manual in respect of the Rented Equipment. 

5.4 The Customer shall procure that a duly authorised representative of the Customer shall be present at the installation of the Rented Equipment. Acceptance, whether written or oral, by such representat/ive of the installation shall constitute conclusive evidence that the Customer has examined the Rented Equipment and has found it to be in good condition, complete, in good working order and fit in every way for the purpose for which it is intended (save as regards any latent defects not reasonably apparent on inspection). If required by CCEL, the Customer’s duly authorised representative shall sign a receipt confirming such acceptance.

6. Quality of Goods

6.1 CCEL warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period),] the Goods shall:

• (a) conform in all material respects with their description; 
• (b) be free from material defects in design, material and workmanship; 
• (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
• (d) be fit for any purpose held out by CCEL.

6.2 The Customer shall not be entitled to benefit from the Warranty until the Goods have been paid for in full or the Rental Payments have been paid in full up to the date of any warranty claim. 

6.3 Subject to clause 6.4, if:

• (a) the Customer gives notice in writing to CCEL during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1 or as set out in clause 4.7; 
• (b) CCEL is given a reasonable opportunity of examining such Goods; and
• (c) the Customer (if asked to do so by CCEL) returns such Goods to CCEL’s place of business at the Customer’s cost,

CCEL shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

6.4 CCEL shall not be liable for the Goods’ failure to comply with the warranty set out in clause 6.1 if: 

• (a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 6.2;
• (b) the defect arises because the Customer failed to follow CCEL’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
• (c) the defect arises as a result of CCEL following any drawing, design or specification supplied by the Customer;
• (d) the Customer alters or repairs such Goods without the written consent of CCEL;
• (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
• (f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

6.5 Except as provided in this clause 6, CCEL shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.

6.6 These Conditions shall apply to any repaired or replacement Goods supplied by CCEL.

7. Title, Risk and Insurance

7.1 Clauses 7.2 to 7.4 shall not apply to Rented Equipment. 

7.2 The risk in the Goods shall pass to the Customer on completion of delivery.

7.3 Title to the Goods shall not pass to the Customer until CCEL receives payment in full (in cash or cleared funds) for the Goods and any other goods that CCEL has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; 

7.4 Until title to the Goods has passed to the Customer, the Customer shall:  

• (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as CCEL’s property;
• (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
• (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on CCEL’s behalf from the date of delivery;
• (d) notify CCEL immediately if it becomes subject to any of the events listed in clause 15.2(b) to clause 15.2(d); and
• (e) give CCEL such information as CCEL may reasonably require from time to time relating to:
  • (i) the Goods; and
  • (ii) the ongoing financial position of the Customer.

7.5 At any time before title to the Goods passes to the Customer, CCEL may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7.6 The Rented Equipment shall at all times remain the property of CCEL and the Customer shall have no right, title or interest (legal or equitable) in or to the Rented Equipment (save the right to possession and use of the Rented Equipment).

7.7 Risk of the Rented Equipment shall pass to the Customer on arrival at the Site and remain the sole risk of the Customer during the Rental Period and any further term during which the Rented Equipment is in the possession, custody or control of the Customer (Risk Period), until such time as the Rented Equipment is collected by CCEL.

7.8 During the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:

• (a) insurance of the Rented 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 CCEL may from time to time nominate in writing and to compensate CCEL in the event of Total Loss for the whole of the Rental Payments that would have been payable to CCEL for the rent of the Rented Equipment but for termination due to Total Loss;
• (b) insurance for such amounts as a prudent owner or operator of the Rented Equipment would insure for, or such amount as the CCEL 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 Rented Equipment; and 
• (c) insurance against such other or further risks relating to the Rented Equipment as may be required by law, together with such other insurance as CCEL may from time to time consider reasonably necessary and advise to the Customer. 

7.9 All insurance policies procured by the Customer shall be endorsed to provide CCEL with at least 20 Business Days’ prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall upon the CCEL’s request name CCEL on the policies as a loss payee in relation to any claim relating to the Rented Equipment. The Customer shall be responsible for paying any deductibles due on any claims under such insurance policies.

7.10 The Customer shall give immediate written notice to CCEL in the event of any loss, accident or damage to the Rented Equipment or arising out of or in connection with the Customer’s possession or use of the Rented Equipment. 

7.11 If the Customer fails to effect or maintain any of the insurances required under this Contract, CCEL shall be entitled at its discretion to:

• (a) 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 Customers; and/or
• (b) terminate the Rental Agreement will immediate effect, with no liability whatsoever to the Customer upon termination. 

7.12 The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to CCEL and proof of premium payment to CCEL to confirm the insurance arrangements.

7.13 If at any time during the rental period as set out in the Rental Agreement, the Customer becomes subject to any of the events listed in clause 15.2, or CCEL reasonably believes that any such event is about to happen and notifies the Customer accordingly, then without limiting any other right or remedy CCEL may have, CCEL may at any time require the Customer to deliver up the Rented Equipment and, if the Customer fails to do so promptly, enter the Site or the premises of any third party where the Rented Equipment is stored in order to recover them.

8. Customers Obligations

In the case of any Rented Equipment, the Customer shall from Delivery: 

• (a) ensure that the Rented  Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any manual provided by CCEL; 
• (b) take such steps (including compliance with all safety and usage instructions provided by CCEL) as may be necessary to ensure, so far as is reasonably practicable, that the Rented Equipment is at all times safe and without risk to health or safety of an employee at work or any member of the public (where the Rented Equipment is located in a place where the public have access) whether the Rented Equipment is dormant, in use or being cleaned or maintained; 
• (c) make no alteration to the Rented Equipment and shall not remove any existing component(s) from the Rented Equipment without the prior written consent of CCEL;
• (d) keep CCEL fully informed of all material matters that could affect relating to the Rented Equipment; 
• (e) keep the Rented Equipment at all times at the Site and shall not move or attempt to move any part of the Rented Equipment to any other location without CCEL’s prior written consent; 
• (f) permit CCEL or its duly authorised representative to inspect the Rented Equipment at all reasonable times and for such purpose to enter upon the Site or any premises at which the Rented Equipment may be located, and shall grant reasonable access and facilities for such inspection; 
• (g) not, without the prior written consent of CCEL, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Rented Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it and in the case of any mortgage, charge, lien or other security interest not without first obtaining a waiver in writing and in favour of CCEL of any rights the potential mortgagee or chargee may have or acquire in the Rented Equipment and a right for CCEL to enter onto such land or building to remove the Rented Equipment; 
• (h) notify CCEL immediately if any of the events mentioned in clause 15.2 occur or it proposes to forfeit its lease of the Site (if any), its landlord threatens to determine such lease or it otherwise enters into a dispute with its landlord which may effect its lease of the Site (if any); 
• (i) not without the prior written consent of CCEL, attach the Rented Equipment to any land or building so as to cause the Rented Equipment to become a permanent or immovable fixture on such land or building. If the Rented Equipment does become affixed to any land or building then the Rented Equipment must be capable of being removed without material injury to to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Rented Equipment from any land or building and to the extent that it does, the Customer agrees to indemnify CCEL in full against all losses, damage, costs or expenses incurred as a result of such affixation or removal; 
• (j) not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of CCEL in the Rented Equipment and, where the Rented Equipment has become affixed to any land or building, the Customer must take all necessary steps to ensure that the Customer may enter such land or building and recover the Rented Equipment both during the term of this Contract and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building or an interest in the Customer’s undertaking, property and assets in such land and building, a waiver in writing prior to Installation and in favour of CCEL of any rights such person may have or acquire in the Rented Equipment and a right for CCEL to enter onto such land or building to remove the Rented Equipment;
• (k) not suffer or permit the Rented Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Rented Equipment is so confiscated, seized or taken, the Customer shall notify CCEL and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Rented Equipment and shall indemnify CCEL on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation; 
• (l) not use the Rented Equipment for any unlawful purpose; 
• (m) ensure that at all times the Rented Equipment remains identifiable as being the CCEL’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Rented Equipment; 
• (n) at the end of the Rental Period or on earlier termination of the Contract allow the CCEL or its representatives access to the Site or any premises where the Rented Equipment is located for the purpose of removing the Rented Equipment; and 
• (o) not do or permit to be done anything which could invalidate the insurances.

9. Supply of Services

9.1 This clause 7 will apply if we provide Services.

9.2 CCEL shall supply the Services to the Customer in accordance with the Service Specification in all material respects.

9.3 CCEL shall use all reasonable endeavours to meet any performance dates for the Services which have been agreed in writing between the parties, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

9.4 CCEL reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and CCEL shall notify the Customer in any such event.

9.5 CCEL warrants to the Customer that the Services will be provided using reasonable care and skill.

10. Customers Obligations

10.1 The Customer shall:

• (a) ensure that the terms of the Order and any information it provides in either or both the Service Specification and the Goods Specification are complete and accurate;
• (b) co-operate with CCEL in all matters relating to the Services;
• (c) provide CCEL, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by CCEL to provide the Services;
• (d) provide CCEL with such information and materials as CCEL may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
• (e) prepare the Customer’s premises for the supply of the Services;
• (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
• (g) comply with all applicable laws, including health and safety laws;
• (h) keep all materials, equipment, documents and other property of CCEL (CCEL Materials) at the Customer’s premises in safe custody at its own risk, maintain CCEL Materials in good condition until returned to CCEL, and not dispose of or use CCEL Materials other than in accordance with CCEL’s written instructions or authorisation; and
• (i) comply with any additional obligations as set out in the Service Specification or the Goods Specification or both.

10.2 If CCEL’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

• without limiting or affecting any other right or remedy available to it, CCEL shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays CCEL’s performance of any of its obligations;
• CCEL shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from CCEL’s failure or delay to perform any of its obligations as set out in this clause 10.2; and
• the Customer shall reimburse CCEL on written demand for any costs or losses sustained or incurred by CCEL arising directly or indirectly from the Customer Default.

11. Charges and Payment

11.1 The price for Goods:

• (a) shall be the price set out in the Order or, if no price is quoted, the price set out in CCEL’s published price list as at the date of the order; and
• (b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer. The price of postage and packing will be calculated once shipping details are entered by the Customer at checkout on the website. 

11.2 The Rental Payments shall be paid as set out in the Rental Agreement and in accordance with the terms of this Contract. 

11.3 The charges for Services (if applicable) shall be calculated on a time and materials basis as set out in the Schedule. 

11.4 CCEL reserves the right to: 

• (a) increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Consumer Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Consumer Prices Index; and
• (b) increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to CCEL that is due to:
  • (i) any factor beyond the control of CCEL (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
  • (ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
  • (iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give CCEL adequate or accurate information or instructions in respect of the Goods.

11.5 In respect of Goods, CCEL shall invoice the Customer on or at any time after completion of delivery. In respect of Services, CCEL shall invoice the Customer on completion of the Services.

11.6 The Customer shall pay each invoice submitted by CCEL:

• (a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by CCEL and confirmed in writing to the Customer; and
• (b) in full and in cleared funds in sterling to a bank account nominated in writing by CCEL, and time for payment shall be of the essence of the Contract.

11.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by CCEL to the Customer, the Customer shall, on receipt of a valid VAT invoice from CCEL, pay to CCEL such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods or both, as applicable, at the same time as payment is due for the supply of the Services or Goods.

11.8 If the Customer fails to make a payment due to CCEL under the Contract and/or Rental Agreement by the due date, then, without limiting CCEL’s remedies under clause 15, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 11.8 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

11.9 All amounts due under the Contract and/or Rental 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).

12. Intellectual Property Rights

12.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by CCEL. 

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

13. Data Protection

The following definitions apply in this clause 13:

• Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
• Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
• Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
• UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

13.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

13.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and CCEL is the Processor. 

13.4 Without prejudice to the generality of clause 13.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to CCEL and/or lawful collection of the Personal Data by CCEL on behalf of the Customer for the duration and purposes of the Contract.

13.5 Without prejudice to the generality of clause 13.2, CCEL shall, in relation to any Personal Data processed in connection with the performance by CCEL of its obligations under the Contract:

• (a) process that Personal Data only on the documented written instructions of the Customer unless CCEL is required by Domestic Law to otherwise process that Personal Data. Where CCEL is relying on Domestic Law as the basis for processing Personal Data, CCEL shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits CCEL from so notifying the Customer;
• (b) ensure that it has in place appropriate technical and organisational measures, which the Customer is able to review and approve upon reasonable written request, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it); 
• (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
• (d) not transfer any Personal Data outside of the UK unless the following conditions are fulfilled:
  • (i) the Customer or CCEL has provided appropriate safeguards in relation to the transfer;
  • (ii) the Data Subject has enforceable rights and effective legal remedies;
  • (iii) CCEL complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
  • (iv) CCEL complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
• (e) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
• (f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
• (g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law to store the Personal Data; and
• (h) notify the Customer without undue delay on becoming aware of a Personal Data Breach;

13.6 The Customer consents to CCEL appointing   a third-party processor of Personal Data under the Contract. CCEL confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business and in either case which CCEL confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and CCEL, CCEL shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 13.6.

13.7 Either party may, at any time on not less than 30 days’ notice, revise this clause 13 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

14. Limitation of Liability

14.1 The limits and exclusions in this clause reflect the insurance cover CCEL has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.

14.2 References to liability in this clause 14 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

14.3 Nothing in the Contract limits any 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 section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
• (d) defective products under the Consumer Protection Act 1987; or
• (e) any liability that legally cannot be limited.

14.4 Subject to clause 14.3, CCEL’s total liability to the Customer shall not exceed the cost of Goods or Rental Payments actually paid by the Customer in the preceding 12 month period.  

14.5 The cap on CCEL’s liability under clause 14.4 shall be reduced by the amount awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

14.6 This clause 14.6 sets out specific heads of excluded loss:

• (a) Subject to clause 14.3, clause 14.6(b) excludes specified types of loss.
• (b) The following types of loss are wholly excluded:
  • (i) loss of profits;
  • (ii) loss of sales or business;
  • (iii) loss of agreements or contracts;
  • (iv) loss of anticipated savings;
  • (v) loss of use or corruption of software, data or information;
  • (vi) loss of or damage to goodwill; and
  • (vii) indirect or consequential loss.

14.7 CCEL has given commitments as to compliance of the Goods and Services with relevant specifications in clause 6 and clause 9. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

14.8 This clause 14 shall survive termination of the Contract.

15. Termination

15.1 Without affecting any other right or remedy available to it, CCEL may terminate the Contract by giving the other party not less than 1 months’ written notice. 

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

• (a) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
• (b) the other party 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), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
• (d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

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

• (a) the Customer fails to pay any amount due under the Contract on the due date for payment; or 
• (b) there is a change of control of the Customer.

15.4 Without affecting any other right or remedy available to it, CCEL may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and CCEL if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 15.2(b) to clause 15.2(d), or CCEL reasonably believes that the Customer is about to become subject to any of them.

16. Consequences of Termination

16.1 On termination of the Contract:

• (a) the Customer shall immediately pay to CCEL all of CCEL’s outstanding unpaid invoices and interest and, in respect of Goods and Services supplied but for which no invoice has been submitted, CCEL shall submit an invoice, which shall be payable by the Customer immediately on receipt;
• (b) the Customer shall return all of CCEL Materials or Goods which have not been fully paid for. If the Customer fails to do so, then CCEL 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 this Contract.

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

16.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

17. Confidentiality

17.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers  of the other party except as permitted by clause 17.2.

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

• to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 17; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.3 CCEL may disclose any Confidential Information to a group or related company for the purpose of supplying the Goods to the Customer and/or fulfilling the Services. 

17.4 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

18. Force Majeure

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 30 days, the party not affected may terminate the Contract by giving not less than 14 days’ written notice to the affected party.

19. General

19.1 Assignment and other dealings

• (a) CCEL may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
• (b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of CCEL.

19.2 Notices

• (a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
  • (i) delivered by hand or 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).
  • (ii) sent by email to the following addresses (or an address substituted in writing by the party to be served): 
  • CCEL: [email protected].
  • Customer: the email address used to place an order or any other email address notified in writing to CCEL. 
• (b) Any notice shall be deemed to have been received:
  • (i) if delivered by hand, at the time the notice is left at the proper address;
  • (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
  • (iii) 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. 
• This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

19.3 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 the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 19.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

19.4 Waiver

• (a) Except as set out in clause 2.7, 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. 
• (b) 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.

19.5 No partnership or agency

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

19.6 Entire agreement

• (a) The Contract constitutes the entire agreement between the parties.
• (b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

19.7 Third party rights

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.

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

19.9 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.

19.10 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.

Schedule 1

Services

Any definition used within this Schedule has the meaning given to it as set out in the Contract. 

Services	CCEL shall carry out the following Services:
Service Fees	** Please note, where a daily rate is provided, such daily rate is calculated on the basis of the Services being provided within Business Hours.  CCEL shall be entitled to charge an overtime rate in addition to any  daily fee rate on a pro rata basis for each part day or for any time worked by individuals whom it engages on the Services outside of Business Hours.
Expenses	CCEL shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom CCEL engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by CCEL for the performance of the Services, and for the cost of any materials.