Matoha Instrument Lease Terms

These Terms and Conditions shall apply to the hire of all equipment (“the Equipment”) from Matoha Instrumentation Ltd., a limited company registered in England at 94 Chandler Way, London (“Matoha”) to customers hiring the Equipment in the course of and for the purposes of a Business (“Customers”).

 

1.             Definitions and Interpretation

1.1          In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Authorised Personnel”	means employees of or consultants to the Customer that have been trained in the relevant aspects of information technology in order to perform maintenance and updates to computer equipment;
“Business”	means any business, trade, craft, or profession carried on by the Customer or any other person/organisation;
“Consumer”	means a “Consumer” as defined by the Consumer Rights Act 2015, that is to say an individual customer who hires the Equipment for his/her personal use and for purposes wholly or mainly outside the purposes of any Business;
“Customer”	means the customer, not being a Consumer, who is hiring the Equipment subject to these Terms and Conditions;
“Customer Data”	means any and all data created by or for the Customer which is stored on the Equipment;
“Deposit”	means the sum payable by the Customer under Clause 3 of these Terms and Conditions in addition to the Hire Fees and as a refundable deposit, the amount of the Deposit being set out in the Quotation.
“Equipment”	means any items of equipment supplied on hire by the Matoha to the Customer subject to these Terms and Conditions;
“Force Majeure”	means any cause that is beyond the reasonable control of the Party in question including, but not limited to: power failure; internet service provider failure; strikes, lock-outs or other industrial action suffered by the Party or its suppliers or contractors; civil unrest; fire; explosion; flood; storms; earthquakes; subsidence; acts of terrorism (threatened or actual); acts of war; governmental action; pandemic, epidemic or other natural disaster or any other similar or dissimilar circumstances beyond its reasonable control;
“Hire”	means the hire of the Equipment by the Customer subject to these Terms and Conditions;
“Hire Agreement”	means the agreement entered into by the Customer and the Matoha incorporating these Terms and Conditions which shall govern the Hire of the Equipment;
“Hire Fees”	means the sum payable by the Customer for the Hire as shown on the Quotation
“Hire Term”	means the period agreed for which the Equipment is to be hired as set out in the Quotation
“Price List”	means the Matoha’s price list, current at the time of the start of the Hire Term.

1.2          Unless the context otherwise requires, each reference in these Terms and Conditions to:

1.2.1      “writing”, and any similar expression, includes electronic communications whether sent by email or other means;

1.2.2      a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3      “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;

1.2.4      a Schedule is a schedule to these Terms and Conditions;

1.2.5      a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and

1.2.6      a "Party" or the "Parties" refer to the parties to these Terms and Conditions.

1.3          The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

1.4          Words referring to the singular shall include the plural and vice versa.

1.5          References to any gender shall include any other gender.

 

2.             Hire Term

2.1          The Equipment will be hired for the Hire Term.

2.2          If the Customer wishes to extend the Hire Term they may do so at any time prior to the end of the Hire Term by contacting Matoha.

2.3          Matoha reserves the right to recall the Equipment immediately at any time. In the event that Matoha exercises this right the Customer will be reimbursed for any and all of the Hire Term remaining or will be issued immediately with replacement Equipment of the same type or of the closest type thereto at no additional cost. 

3.             Deposit

3.1          The Customer shall be required to pay the Deposit to the Matoha on or before the commencement of the Hire Term, and prior to delivery of the Equipment. The Matoha will not release the Equipment to the Customer until the Deposit has been paid.

3.2          As provided by and subject to Sub-Clauses 3.3 and 9.2, the Deposit will be retained by the Matoha in full or part if any of the Equipment is not returned or if any of it is lost, stolen or damaged. 

3.3          At the end of the Hire Term the Matoha shall have a period of 1 week from receiving the Equipment within which to fully inspect the Equipment. If the Equipment requires cleaning and / or adjustments, and/or maintenance or other work which is the result of normal wear and tear the Customer will receive the Deposit back in full at the end of the inspection period. In the event that additional cleaning and / or adjustments, and/or maintenance or other work is required the Matoha shall retain the Deposit in full or in part as appropriate and shall provide the reasons for such retention to the Customer in writing, including all relevant calculations and pricing information. If the Deposit is not sufficient to cover the costs, Matoha may invoice the Customer for such costs (up to the Replacement Value) and the Customer shall pay within 30 days of receiving such invoice.

4.             Fees and Payment

4.1          The Hire Fees will be determined by reference to the length of the Hire Term, the type and quantity of Equipment, the Price List and any additional items which may be included in the Hire as set out in the Hire Agreement.

4.2          Payment of Hire Fees shall be made in part or in full, as set out in the Hire Agreement, at the commencement of the Hire Term. Payment may be made by credit or debit card or bank transfer, as noted on the Quotation.

4.3          All payments to be made in part will take the form of regular payments in the interval noted on the Quotation (e.g. quarterly). Matoha will invoice the Customer in the same intervals. All payments shall be required within 14 days  days of the date of the relevant invoice unless otherwise noted on the Quotation. 

4.4          Where VAT is chargeable for a Hire, the VAT inclusive amount of the Hire Fees will be shown in any quote or Price List, and in addition the VAT exclusive amount and the VAT charged on that amount will be shown separately from each other in bills, invoices, quotes and the Price List.

4.5          If either Party fails to pay on the due date any amount which is payable to the other pursuant to the Hire Agreement then, without prejudice to any right to terminate the Hire Agreement expressly given by these Terms and Conditions, that amount shall bear interest from the due date until payment is made in full, both before and after any judgment, at the rate of 10% per annum over the Bank of England base rate from time to time in force.

5.             Delivery and return

5.1          Following the receipt by Matoha of the Deposit and any required Hire Fees Matoha shall deliver the Equipment to the Premises on the agreed date, as set out in the Hire Agreement.

5.2          Matoha shall use all reasonable endeavours to ensure that delivery is made on time but shall not be liable for any failure to do so. If the despatch of the Equipment is delayed, Matoha shall refund proportionate part of the hire fees or extend the Hire Period at no additional cost, at the customer’s option.

5.3          The Customer must ensure the delivery details (shipping address and any contact information) are accurate. If customs clearance is required, the Customer is required to fully cooperate with their local customs authorities and/or the courier service organising the customs clearance.

5.4          The delivery incoterms are Carriage Insurance Paid (CIP). This means that Matoha will organise the delivery to the address of the Customer but any and all import customs clearance and any import taxes / duties / VAT are the Customer's sole responsibility.

5.5          At the end of the Hire Term, the Customer shall send the Equipment back to Matoha, at Customer’s expense. The  Equipment needs to be in transit before the end of the Hire Term, otherwise Matoha may charge additional Hire Fees to the Customer proportional to any delay. If the Equipment or any accessories are not returned due to loss or destruction, the Customer shall be required to pay the cost of replacement in accordance with Matoha’s then current Price List.

6.             Software

6.1          Any and all software supplied on/with the Equipment (“Software”) is and shall remain the property of Matoha. The Customer gains no rights of ownership over such software at any time.

6.2          The Customer shall not communicate, transfer, copy (in whole or in part), modify, reverse-engineer or translate Software for any reason.

7.             Use and Care of the Equipment

7.1          The Customer may only use the Equipment for the normal purposes for which it is intended.

7.2          The Customer may only use the Equipment for legal and legitimate purposes.

7.3          All Equipment must be kept and operated in a suitable environment, and used in a safe and correct manner and in full compliance with any relevant safety instructions provided and any operation instructions or similar documentation provided.

7.4          Certain items of Equipment may require training prior to use. The Customer must ensure that such training is provided to all employees (and any other relevant individuals for whom it may be responsible) that will use the Equipment during the Hire Term.

7.5          The Customer may not make any alterations or adjustments to the Equipment beyond those that are already possible within the range of adjustments specific to a given item.

7.6          The Customer may only affix or connect other items to the Equipment where such affixation or connection does not exceed the design limitations of the Equipment and is not likely to damage it in any way. The Customer may not remove or add any labels from/to the Equipment or any part/s of it. 

7.7          The Customer may not affix the Equipment to anything unless using fixings approved by Matoha.

7.8          The Customer shall at all times treat the Equipment with a reasonable level of care and shall ensure that it is kept clean, subject always to reasonable levels of wear and tear.

7.9          All Equipment which uses consumables of whatever nature must only be used with official consumables (that is, those produced or recommended by the manufacturer of that particular piece of Equipment) or such other products as authorised by the Matoha.

8.             Maintenance and Upgrades

8.1          The Customer shall not attempt to make any repairs to the Equipment without the prior written consent of Matoha. When Matoha is contacted in this regard it shall have the option of repairing the Equipment itself or granting the Customer permission to make the necessary repairs. The cost of such repairs shall be borne by either the Matoha or the Customer, the responsibility being determined by the reasons for those repairs.

8.2          The Customer may not disassemble, modify or reverse-engineer the Equipment without the prior written consent of Matoha. 

8.3          In the event of any Equipment failure, the Customer shall inform Matoha of such failure in writing by e-mail or contact form on Matoha’s website. Matoha will use all reasonable endeavours to respond within 1 business day.

8.4          All parts that cannot be described as consumables which may require replacement during the Hire Term shall be replaced free of charge by Matoha provided that such replacement is necessitated by nothing more than normal wear and tear. Additional damage may result in the Customer being charged for the cost of replacement parts and associated labour.

9.             Insurance and Customer Liability for Loss or Damage

9.1          It is the responsibility of the Customer to insure the Equipment fully and comprehensively against loss, damage and theft. The value stated for the Equipment shall be that shown in Matoha’s current Price List.

9.2          Whether the Customer insures the Equipment against any particular or all risks or does not insure the Equipment at all, the Customer shall be responsible for, and will be required to indemnify the Matoha against, any loss or damage which may occur to the Equipment while it is in the Customer’s possession, howsoever it occurs, subject to sub-Clause 9.3.

9.3          The Customer shall not be liable to the Matoha for any loss of or damage to the Equipment due to any act or omission of the Matoha or for any damage pre-existing at the commencement of the Hire Term or for any normal wear and tear caused by use of the Equipment by or on behalf of the Customer.

9.4          Any amount for which the Customer is liable under this Clause 9 will firstly be taken out of the Deposit. If the cost of repairing the damage or replacing the Equipment is, in the Matoha’s opinion, higher than the sum of the amount of the Deposit, the Customer must pay the excess sum. 

10.          Matoha’s Liability

10.1       Matoha will not be liable to the Customer for any failure or delay in performing the Matoha’s obligations where such failure or delay results from Force Majeure.

10.2       Matoha shall not be liable in contract or tort (including negligence) by reason of either any breach by it of any term of these Terms and Conditions or other express term of the Hire Agreement, or any breach by Matoha of any implied warranty, condition or other term, or any negligent or innocent misrepresentation, or any negligence or other duty at common law, for any:

​10.2.1   loss of use or unavailability of any Equipment;

​10.2.2   interruption to business;

​10.2.3   loss of income, revenue, business;

​10.2.4   loss of business opportunity;

​10.2.5   loss of profit or contracts;

​10.2.6   loss of anticipated savings; or

​10.2.7   any indirect, special or consequential loss, damage, costs, expenses or other claims;

arising from any act or omission by Matoha or any of its agents or employees or sub-contractors or any other person or entity in connection with the performance of Matoha’s obligations arising under these Terms and Conditions and the Hire Agreement. 

10.3       Matoha will not be liable for any personal injury or damage to property which results from the Customer’s improper use of the Equipment.

10.4       Nothing in these Terms and Conditions is intended to or will exclude or limit the Matoha’s liability for death or personal injury caused by its negligence (including that of its employees, agents or sub-contractors) or for fraud or fraudulent misrepresentation.

10.5       Without prejudice to any of the above provisions of this Clause 10, Matoha’s total liability under these Terms and Conditions and the Hire Agreement shall be limited to the value of the Hire Agreement, and for this purpose “value” means the total of the Hire Fees payable by the Customer.

11.          Data Protection

The Matoha will only use any personal information as set out in its Privacy Policy, available from https://matoha.com/privacy-policy .

 

12.          Termination

12.1       Matoha shall be entitled to terminate the Hire Agreement in the event that:

​12.1.1   the Customer is in breach of these Terms and Conditions;

​12.1.2   the Customer goes into bankruptcy or liquidation either voluntary or compulsory or if a receiver is appointed in respect of the whole or any part of its assets.

12.2       In the event of termination for either of the above reasons:

​12.2.1   all payments required under the Hire Agreement shall become due and immediately payable; and

​12.2.2   the Matoha shall have the immediate right to request the immediate return of the Equipment or repossess the Equipment and may charge the Customer for any reasonable costs involved in such repossession.

12.3       The Customer shall be entitled to terminate the Hire Agreement in the event that Matoha fails to perform their obligations under this Agreement. Following the return of the Equipment, Matoha shall refund the Customer any outstanding Hire Fees already paid less any damage costs (clause 9).

12.4       The Customer may terminate the Hire Agreement at any point, in which case the Customer shall be liable to pay Termination Fees equal to the Hire Fees of 6 months or the remainder of the Hire period, whichever is lower, plus any damage costs (clause 9).

13.          Communication and Contact Details

13.1 ​ ​The Customer may contact Matoha by email at [email protected], or by pre-paid post to Matoha’s registered address.

14.          Entire Agreement

14.1       The documents comprising the Hire Agreement, these Terms and Conditions and any other documents expressly incorporated into the Hire Agreement, contain the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representative of each Party.

14.2       Each Party acknowledges that, in entering into the Hire Agreement, neither Party gives any warranty or relies on any representation, warranty or other provision except as expressly provided in the documents comprising the Hire Agreement.

15.          Other Important Terms

15.1       The Matoha may transfer (assign) its obligations and rights under these Terms and Conditions (and under the Hire Agreement, as applicable) to a third party (this may happen, for example, if the Matoha sells its business). If this occurs the Matoha will inform the Customer. The Customer’s rights under these Terms and Conditions will not be affected and the Matoha’s obligations under these Terms will be transferred to the third party who will remain bound by them.

15.2       The Customer may not transfer (assign) their obligations and rights under these Terms and Conditions or under the Hire Agreement as applicable without the Matoha’s express written permission.

15.3       The Hire Agreement is between the Customer and Matoha. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.

15.4       If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.

15.5       No failure or delay by the Matoha in exercising any of its rights under these Terms and Conditions means that it has waived that right, and no waiver by the Matoha of a breach of any provision of these Terms and Conditions means that it will waive any subsequent breach of the same or any other provision.

16.          Law and Jurisdiction

16.1       These Terms and Conditions, the Hire Agreement, and the relationship between the Customer and Matoha (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England and Wales.

16.2       Any dispute, controversy, proceedings or claim between the Customer and the Matoha relating to these Terms and Conditions, the Hire Agreement, or the relationship between the Customer and the Matoha (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the English Courts.