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Terms of Rental  

Amtec Computer Corporation Limited
1.         Definitions and Interpretation
1.1       In this Agreement the following words and phrases shall, unless the context otherwise requires, have the following meanings:

Agreement

:
this contract for the rental of the Goods and licensing of the Software and (unless the context otherwise requires) includes any special terms and conditions on the face of Amtec's quotation or acceptance of the Customer's order (as the case may be);
 

Amtec

:
Amtec Computer Corporation Limited, company number 02715785, whose registered office is at 229 West Street, Fareham, Hampshire PO16 0HZ;
 

Customer

:
any person who accepts a quotation from Amtec or whose order is accepted by Amtec;
 

Goods

:
the goods that Amtec is to supply;
 

Hiring Period

:
the Minimum Hiring Period shown on page 1 together with subsequent periods during which the Customer continues to hire the System on the terms of this Agreement;
 

Software

:
software supplied under this Agreement and the underlying code;
 

System

:
the Goods and the Software including all accessories and any new or replacement parts and/or additions in or on the System, or part thereof.
 
1.2       Headings are for convenience only and do not affect interpretation.  Save where the context otherwise requires, references to clauses are to clauses of this Agreement.
1.3       Unless the context otherwise so requires:
 
1.3.1    references to Amtec and the Customer include their permitted successors and assigns;
 1.3.2    references to statutory provisions include those statutory provisions as amended or re-enacted; and
 1.3.3    references to any gender include all genders.
 
 
2.         Basis of Supply
 
2.1       Subject to availability, Amtec agrees to hire to the Customer, and the Customer agrees to hire from Amtec, the System for not less than the Minimum Hiring Period and thereafter until termination of the hiring on the following terms.
2.2       This Agreement is made, and the Customer will start hiring the System, on the date of Amtec’s signature on page 1 of this Agreement or on delivery of the System whichever is the sooner.
 
3.         Orders and Specifications
 
3.1       [No order submitted by the Customer shall be deemed to be accepted by Amtec unless and until confirmed [in writing] by Amtec.]  All orders must be submitted on Amtec’s standard form.  The parties may agree to vary the System in the same manner.
3.2       The Customer is responsible for ensuring the accuracy of the terms of any order (including any applicable specification) and for giving Amtec any necessary information within a sufficient time to enable Amtec to perform its obligations under this Agreement.
3.3       The quantity and description of and any specification for the System shall be as set out in Amtec's quotation.
3.4       No order which has been accepted by Amtec may be cancelled by the Customer except with the agreement in writing of Amtec and on terms that the Customer shall indemnify Amtec in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Amtec as a result of cancellation. 
 
4.         Price for Hiring the System
 
4.1       The price of hiring the System shall be Amtec's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in Amtec's relevant published price list current at the date of Amtec's acceptance of the Customer's order.  All quotations given by Amtec lapse after 30 days (unless otherwise stated) if Amtec does not withdraw them earlier.  Unless otherwise stated delivery and installation in mainland UK is included. 
4.2       Delivery and packaging charges will vary depending on the size and weight of the equipment on rental and where it is to be shipped to within the European Economic Area (EEA). Total delivery will be charged at the beginning of the Hiring Period and will cover shipment to and from the Customer’s premises based on a standard next business day service. If the product packaging is not retained for the return shipment, a charge will  be made for the cost of a same day shipment of the Goods back to Amtec.
4.3       Any applicable value added tax, import or export duties or other taxes or duties are payable by the Customer in addition.
 

 
5.         Terms of Payment
 
5.1       A deposit where specified in the quotation is to be paid on the placing of an order.   Without limitation any deposit shall be non refundable.
5.2       The Customer must pay the rentals shown on page 1 (inclusive of VAT) at the times stated without deduction counterclaim or set-off. The time of payment of the rentals and other sums payable by the Customer under this Agreement will be of the essence, so if the Customer does not make such a payment by the time it is due, Amtec may terminate this Agreement as stated in clause 14.
5.3       If the Customer does not pay any rental by the time it is due Amtec will charge interest on the unpaid amount from the date it is due until the date it is paid both before and after any judgment.  The rate of interest will be 4% a year above Barclays Bank plc base rate from time to time.
5.4       The Customer will also pay to Amtec any expenses incurred in enforcing any rights under this Agreement.
5.5       Amtec will charge the Customer an administration fee of up to £25 (plus VAT) for each unpaid, rejected or cancelled cheque, standing order or direct debit and for each reminder letter, notice or call Amtec makes on the Customer.
5.6       If the rate of VAT changes, the rentals and any other payments which are subject to VAT will change accordingly.
 
6.         Delivery, Installation and Maintenance
 
6.1       Whilst Amtec shall use all reasonable efforts to meet any dates given for delivery and installation it shall not be liable for any delay.  Time for delivery and installation shall not be of the essence.
6.2       Risk (but not title) in the System shall pass to the Customer on delivery.
6.3       The Customer at its own cost shall prepare the site for installation, provide all necessary facilities and carry out any preparatory or subsequent work.  If Amtec is unable to install when planned due to the act or omission of the Customer, it may invoice the Customer for all additional time which may be incurred at its standard day rates and for all expenses incurred.
6.4       The Customer shall inspect the System on installation and unless the Customer notifies any defects within 7 days of installation shall be deemed to have accepted it.  After acceptance the Customer shall not be entitled to reject a System which is not in accordancewith this Agreement.  In no event shall the Customer be entitled to reject the System on the basis of any defect or failure which is so slight that it would be unreasonable for the Customer to reject.
6.5       The Customer shall provide Amtec’s staff or appointed agents with access to the Customer’s premises and remote access to the Software at all reasonable times to effect the installation and maintenance of the System during the Hiring Period.
6.6       Amtec shall have the exclusive right to install the System and to maintain the System throughout the Hiring Period.  The Customer shall not perform alterations, changes or adjustments and shall not carry out, or attempt to carry out repair work without prior written consent from Amtec.
6.7       So long as the Customer observes this Agreement, Amtec shall maintain the System on the terms of the maintenance agreement entered into by the parties, and for this purpose Amtec shall be at liberty to remove the System or any part of it for such length of time as may be necessary and to replace it with a System of similar (but not necessarily identical) type, which shall be held by the Customer on this Agreement.  Unless Amtec agrees otherwise in writing, the Customer will not be entitled to any abatement or refund of rental between the dates of removal and replacement or substitution.
6.8       Amtec may, after three months’ notice in writing, terminate this Agreement if Amtec decides within Amtec’s absolute discretion that the System can no longer be efficiently serviced or maintained.
6.9       In the event of fault, failure or breakdown of the System, the Customer shall inform Amtec immediately and await instructions. 
6.10     Amtec shall only be responsible for remedial work carried out on the System by Amtec or Amtec’s authorised agents.  Amtec shall not accept responsibility for any accident or damage caused as a result of work carried out by somebody other than Amtec or Amtec’s authorised agents.
6.11     In its absolute discretion, Amtec may make hardware modifications, which may include changes required to correct deficiencies or provide minor enhancements.  No new feature or functionalityupgrades will be included. Amtec will install appropriate hardware maintenance releases sufficient to remedy a fault but not to provide improvement by upgrade.
6.12     In its absolute discretion, Amtec may provide software maintenance releases containing enhancements, performance improvements, corrections to software deficiencies or corrected user documentation. No new feature or functionality upgrade will be included.  Amtec will install appropriate software maintenance releases sufficient to remedy a fault but not to provide improvement by upgrade.  If requested by the Customer Amtec will install at an additional charge appropriate software maintenance releases to upgrade at the current time and material rates charged by Amtec.
6.13     Once any modification has been made, the Customer shall return all copies of the Software or any partof the Software which is
            superseded by that modification. 
 
7.        Customer’s Obligations
 
7.1       The Customer must keep the System in the Customer’s possession and control and must not sell or otherwise dispose of it or attempt to do so.  The Customer must not permit any lien to arise over the System or use the System as security for a loan or other obligation.
7.2       The Customer must not allow the System to be taken outside the European Economic Area (EEA) without Amtec’s prior written permission.
7.3       The Customer must keep the System in good condition.  The Customer will be responsible for any damage to or deterioration of the System except through fair wear and tear.
7.4       The Customer must tell Amtec at once if the Customer changes address.  If the Customer does not, the Customer must pay Amtec, when Amtec ask, any expenses Amtec incur in tracing the Customer.
7.5       The Customer must not make any addition, alteration or removal to the System without Amtec’s written consent.
7.6       The Customer must ensure the System is only operated by fully trained and competent staff and in accordance with the manufacturer’s recommendations.
7.7       The Customer shall be responsible for the administration and management of the System, and for the use of, and ‘fit’ with, third party software and systems.
7.8       The Software must be installed and maintained in a clean Information Technology type environment where the operating temperature is in the range of 5 to 20 degrees centigrade  with a humidity less than 80% non condensing.  The area must be dust free, dry and not subject to excess vibration or electrical interference or any other environmental condition likely to cause damage or prejudice the performance of the Software. 
7.9       The Customer acknowledges that it should establish and maintain safeguards against the destruction, loss or unauthorised alteration of the Customer’s data, and should institute such security procedures as it sees fit to restrict the destruction, corruption or unauthorised access to the System, data and data files, including back up material.  The Customer accepts that Amtec shall have no obligation whatsoever to safeguard against such destruction, loss, alteration or corruption, by making back up copies or in any way.
 
8.         Insurance
 
8.1       The Customer will indemnify Amtec against any loss or damage to the System and against any loss, damage, or injury caused by the System (except for any caused by Amtec’s own negligence).
8.2       The Customer must insure and keep the System insured under a fully comprehensive policy at the Customer’s expense to its full replacement value with an insurer chosen by the Customer, with Amtec’s consent, which consent may not be unreasonably withheld.  Insurance must include cover against the risk of loss or damage by fire, theft, accident and other risks, including third-party risks, as are normally insured against in the case of a System of the type to which this Agreement relates.
8.3       The Customer must have Amtec’s interest noted on the policy.
8.4       The Customer must notify Amtec promptly of any loss of or damage to the System and hold any insurance monies received by the Customer in trust for Amtec.
8.5       The Customer irrevocably authorise Amtec to negotiate with the insurers to settle any insurance claim and to receive the insurance moneys.
8.6       The recipient shall apply the insurance moneys as follows:
8.6.1    in making good any damage;
8.6.2    in replacing the System with a System of a similar type;
8.6.3    in compensating Amtec for any loss or damage which Amtec may suffer or incur.
8.7       The Customer agrees to pay any shortfall to Amtec on demand.
8.8       Any loss of or damage to the System shall not affect the continuance of this Agreement.
8.9       If the Customer fails to pay any insurance premium Amtec may, but shall not be obliged to, pay the same and the Customer will reimburse Amtec on demand.
 
9.         Licence of Software/Property in Goods
 
9.1       The property in the System shall remain Amtec’s at all times and shall not pass to the Customer.
 
9.2       Title in all Software supplied shall remain vested in Amtec or its licensors.  Where Amtec is an accredited reseller of third party products, the Customer is granted a non exclusive non-transferable licence to use the Software in object code form only with the Goods and the use shall be limited in accordance with the quotation.  The Customer shall keep the Software confidential.  On any breach of this Agreement or its termination the licence to use the Software shall immediately terminate.
 
9.3       The Customer shall have no right to copy, adapt, reverse engineer, decompile, disassemble or modify the Software in whole or in part except as permitted by law; and/or to the extent that such action is legitimately required for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Customer where Amtec is not prepared to carry out such action at a reasonable fee.
 
10.       End of the Rental Period
 
10.1     When the Minimum Hiring Period expires, the Customer can extend the Hiring Period by providing notice and an additional purchase order to Amtec for the new period required.  Rental pricing may need to be re-quoted at the time of notice and provided to the Customer.  From the Customer’s purchase order, Amtec will issue an invoice and the terms of this Agreement will continue until the new expiry date is reached.
 
10.2     On expiration of the rental period the System should be available and ready for collection the day following the last day of rental. If the System is not available, a charge equivalent to 1/15 of the monthly rental charge may be made against each additional day, until the System has been collected.
 
10.3     When the Hiring Period ends or Amtec terminates the hiring, or accepts the Customer’s repudiation of this Agreement, the Customer must return the System to Amtec, at the Customer’s expense together with everything supplied with or then incorporated into the System (including accessories and operating instructions) in the original packaging.  The System must be in good repair and condition (other than fair wear and tear).  If the Customer does not return the System Amtec may retake possession of the System and recover from the Customer any expenses Amtec incurs.  Serial numbers, trademarks, labels and part numbers must remain unchanged on the Goods.  Removal will result in a charge of up-to the full value of the item.  A charge will also be made for any packaging not returned.
 
10.4     If the Customer does not return the System promptly at the end of the Hiring Period or on termination of the hiring, the Customer will pay Amtec compensation when Amtec asks.  The Customer agrees that the amount of such compensation (being a genuine pre-estimate of the damage Amtec will suffer as a result of such late return) will be a sum equal to one thirtieth of the monthly rental shown at (b) on page 1 for each day after the date on which the Customer should have returned the System up to and including the date on which the Customer actually returns the System or Amtec recovers the System.
 
11.       Warranties and Liabilities
 
11.1     Each of the parties warrants to the other that it has full power and authority to enter into and perform this Agreement.
 
11.2     Except as set out in clause 11.10, Amtec gives no warranty (and excludes any warranty, term or condition that would otherwise be
           implied), including without limitation as to the quality of the Goods or Software or their fitness for any purpose or the potential
           performance of the Software or the System.  Amtec does not warrant that the operation of the Systemwill be uninterrupted or error
           free.
 
11.3     This Agreement sets out the full extent of Amtec’s obligations and liabilities in respect of the supply of the System.  All conditions, warranties or other terms concerning the Goods and/or Software which might otherwise be implied into this Agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.  
 
11.4     The Customer agrees to fully indemnify Amtec from and against all actions, costs, claims, demands, expenses, liabilities, losses and proceedings (including, where relevant, fines, penalties, legal fees, fees of consultants or experts) whether direct or consequential (including, but without limitation, any economic loss or other loss of turnover, profits, business or goodwill), incurred by Amtec as a result of or in connection with the Customer’s data, breach by the Customer of any term of this Agreement or any relevant law, or the use of the System by the Customer’s employees, agents or contractors.
 
11.5     The Customer expressly acknowledges that the provisions of clause 11 satisfy the requirements of reasonableness specified in the Unfair Contract Terms Act 1977 and that the Customer shall be estopped from claiming the contrary at any future date in the event of any dispute with Amtec concerning liability under this Agreement.
 
11.6     Nothing in this Agreement shall operate to exclude or limit Amtec’s liability for:
 
            11.6.1  death or personal injury caused by its negligence;
 
            11.6.2  any 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;
 
            11.6.3  fraud; or
 
            11.6.4  any other liability which cannot be excluded or limited under applicable law.
 
11.7     Subject to condition 11.6 above, Amtec shall not be liable to the Customer for any increased costs, expenses, loss of profits, loss of or corruption to data, loss of goodwill, business, contracts, revenues or anticipated savings or any type of special, indirect or consequential loss (including loss or damage suffered by the Customer as a result of a claim made by a third party) even if such loss was reasonably foreseeable or Amtec had been advised of the possibility of the Customer incurring the same.
 
11.8     Subject to clause 11.6, Amtec’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this Agreementor any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the total rental paid by the Customer to Amtec under this Agreement in that calendar year.
 
11.9     The Customer acknowledges that no representations were made prior to entering into this Agreement.  The Customer agrees that, in entering into this Agreement, it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this Agreement.  The Customer shall have no remedy in respect of any representation (whether written or oral) made to it upon which it relied in entering into this Agreement and Amtec shall have no liability otherwise than pursuant to the express terms of this Agreement. 
 
11.10   Unless otherwise stated by Amtec and subject to the terms of any warranty given to Amtec by the manufacturer of the Goods (details available on request), Amtec warrants that the Goods (excluding any Software) will perform substantially in accordance with the agreed specification for a period of 12 (twelve) months from delivery.  Subject to clause 11.12, if the Goods do not so perform, then Amtec shall for no additional charge ensure that the Goods substantially comply with the agreed specification or refund the charges paid in respect of the Goods.  The Client shall have no other remedy.
 
11.11   The above warranty does not apply in respect of any defect arising from fair wear and tear, wilful damage, negligence (including improper storage), improper use or maintenance, abnormal working conditions, failure to follow Amtec's instructions (whether oral or in writing), alteration or repair without Amtec's approval, the Customer’s data, any third party products for which Amtec is not an accredited reseller, if any sum owing by the Customer to Amtec has not been paid, if the Customer moves the System, use of the Goods in combination with any equipment or software not provided by Amtec or any fault in any such equipment or software, any act or omission of any person for which Amtec is not responsible and any breach of the Customer’s obligations under this Agreement. 
 
12.       Indemnity
 
12.1     If any claim is made against the Customer that the System or its use as permitted by this Agreement infringes the intellectual property rights of any other person, Amtec shall indemnify the Customer against all damages, costs and expenses finally awarded against the Customer in connection with the claim, or paid or agreed to be paid by the Customer in settlement of the claim, provided that:
 
12.1.1 the Customer promptly notifies Amtec of the claim;
 
12.1.2 Amtec is given full control of any proceedings or negotiations in connection with any such claim;
 
12.1.3 the Customer shall give Amtec all reasonable assistance for the purposes of any such proceedings or negotiations;
 
12.1.4 except pursuant to a final award, the Customer shall not pay or accept any such claim, or compromise any such proceedings
          without the consent of Amtec (which shall not be unreasonably withheld);
 
12.1.5 Amtec shall be entitled to the benefit of, and the Customer shall account to Amtec for, all damages and costs (if any) awarded in
          favour of the Customer which are payable by, or agreed with the consent of the Customer (which consent shall not be
          unreasonably withheld) to be paid by any other party in respect of any such claim; and
 
12.1.6 without prejudice to any duty of the Customer at common law, Amtec may require the Customer to take such steps as Amtec may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which Amtec is liable to indemnify the Customer.
 
13.       Confidentiality
 
Each party agrees and undertakes that during the Hiring Period and thereafter it will keep confidential all, and will not use for its own purposes nor without the prior written consent of the other (save where required by law) disclose to any third party any information of a confiden­tial nature (including trade secrets and information of commercial  value) which may become known to such party from the other party and which relates to the other party unless such information is public knowledge or already known to such party at the time of disclosure or subsequently becomes public knowledge other than by breach of this agreement or subsequently comes lawfully into the possession of such party from a third party.  The provisions of this clause shall remain in full force and effect notwithstanding any termination of this Agreement.
 
14.       Termination of Hiring/these Conditions
 
14.1     Amtec may terminate the hiring by giving notice if any of the following happens:
 
14.1.1 the Customer fails to make any payment when due or breaches any provision of this Agreement or any other agreement it has entered into with Amtec;
14.1.2 the Customer takes any steps to sell the System;
14.1.3 the System is seized or distrained upon or made subject to any court order;
14.1.4 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;
14.1.5 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;
14.1.6 the Customer ceases, or threatens to cease, to carry on business; or
14.1.7 Amtec reasonably apprehends that any of these events is about to occur in relation to the Customer. 
14.2     If Amtec is entitled to or has terminated the hiring, then Amtec may at any time by notice in writing terminate this Agreement.
 
14.3     If the Customer does not pay any rental by the time it is due, this will amount to the Customer’s repudiation of this Agreement (meaning that the Customer no longer intends to be bound by it).
 
14.4     If Amtec terminates the hiring, or accepts the Customer’s repudiation of this Agreement, the Customer must pay Amtec:
 
14.4.1 all unpaid rentals and any other unpaid payments due; and
14.4.2 as compensation or agreed damages on Amtec’s acceptance of the Customer’s repudiation, or as a debt on Amtec’s termination,
          the total amount of rentals payable during the Hiring Period (excluding VAT) less the amount of rentals paid or which have
          become due (excluding VAT) less also an amount (if any) equal to a rebate of rentals calculated at the rate of 4% per annum on
          the rentals (excluding VAT) which have not become due and all Amtec’s expenses of recovering or trying to recover the System,
          storing it and tracing the Customer (plus VAT); and
 
14.4.3 an administration charge of up to £100 (excluding VAT) for recovery.
15.       Force Majeure
 
            Amtec shall not be liable to the Customer for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion.
 
16.       Assignment and Sub-Contracting
 
16.1     The Customer may not assign, sub-license, sub-contract, mortgage or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Amtec.
 
16.2     Amtec may sub-contract any of its obligations under this Agreement on notice to the Customer provided that it shall remain liable to the Customer for the performance of all such obligations.
 
17.       Confidentiality and Publicity
 
17.1     The Customer agrees and undertakes that during the term of this Agreement and thereafter it will keep confidential all, and will not use for its own purposes nor without the prior written consent of Amtec disclose to any third party any, information of a confiden­tial nature (including trade secrets and information of commercial value and the technical details of the code in the Website or Software or any of it, and the content of the Training) which may become known to the Customer in the course of the Services (“Confidential Information”) unless such information is public knowledge or already known to the Customer at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of the Customer from a third party.
 
17.2     For the avoidance of doubt, nothing in this Agreement shall prevent Amtec from referring in its literature, website and advertising and
           marketing material or elsewhere to the fact that Amtec supplied the Goods and/or designed and developed the Software, and including
           details.
 
17.3     The provisions of this clause 17 shall remain in full force and effect notwithstanding any termination of this Agreement.
 
18.       Non-Solicitation
 
18.1     The Customer shall not either on his own account or in conjunction with or on behalf of any person, firm or company and whether directly or indirectly invite solicit or induce any officer, employee, agent or contractor of Amtec involved with any of the Services to terminate their employment or engagement with Amtec, or attempt to do so.
 
18.2     The restriction in clause 18.1 shall continue in force during the continuance of the Services, supply of Goods, or licence of any intellectual property rights under this Agreement (whichever is the longer) and for a period of six months thereafter.
 
18.3     The Customer:
 
18.3.1  agrees that its obligations arising pursuant to clause 18.1 and 18.2 are separate and severable; and
 
18.3.2  acknowledges that, while such obligations are considered by the Customer to be reasonable in all the circumstances as at the
           date of the contract under this Agreement, they may by their nature become invalid because of changing circumstances or other
           unforeseen reasons; and
 
18.3.3  agrees that if any of the obligations arising pursuant to clauses 18.1 and/or 18.2 shall be judged to be void or ineffective for
           whatever reason but would be judged to be valid and effective if part of the wording of the relevant undertaking were amended
           to reduce the extent of the obligation, the relevant obligation shall apply with such modifications as may be necessary to make it
           valid and effective.
 
18.4     The obligations under this clause 18 shall survive the expiry or the termination of this Agreement for whatever reason.
 
19.       Waiver
 
19.1     By placing an order with Amtec, the Customer is expressly waiving any printed terms the Customer may have to the extent that they are
           inconsistent with this Agreement.
 
19.2     No forbearance or delay by either party in enforcing its rights will prejudice or restrict the rights of that party, and no waiver of any such
           rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.
20.       Severability
 
If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions will not be prejudiced.
 
21.       Amendments
 
Any amendment, waiver or variation of this Agreement shall not be binding on the parties unlessset out in writing, expressed to amend this Agreement and signed by or on behalf of each of the parties.
 
22.       Third Party Rights
 
No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Agreement.
 
23.       Notices
 
Notices (regarding, for example, termination of or claims under these Terms) shall be in writing, and shall be sent to the other party marked for the attention of the person at the address set out for such party in this Agreement.  Notices may be sent by first-class mail or facsimile or electronic mail transmission provided that facsimile and electronic mail transmissions are confirmed within 24 hours by first-class mailed confirmation of a copy. Correctly addressed notices sent by first-class mail shall be deemed to have been delivered 72 hours after posting and correctly directed facsimile transmissions shall be deemed to have been received instantaneously on transmission provided that they are confirmed as set out above.  Unless stated otherwise, the provisions of this clause 23 shall not apply to day-to-day communications relating to the rental arrangements.
 
24.       Entire Agreement
 
24.1     This Agreement and the documents annexed hereto or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
 
24.2     All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between Amtec and the Customer should not rely on them in entering into any contract with Amtec.  Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Amtec shall be subject to correction without any liability on the part of Amtec.
 
24.3     Amtec's employees or agents are not authorised to make any representations concerning the Goods and/or Software unless confirmed by Amtec in writing.  In entering into this Agreement the Customer acknowledges that it does not rely on, and irrevocably waives any claim it may have for damages for or right to rescind this Agreement for any such representations which are not so confirmed (unless such representations were fraudulently made).
24.4     Any advice or recommendation given by Amtec or its employees or agents to the Customer or its employees or agents as to the storage,
           application or use of the Goods and/or Software which is not confirmed in writing by Amtec is followed or acted upon entirely at the
           Customer's own risk and, accordingly, Amtec shall not be liable for any such advice or recommendation which is not so confirmed.
 
24.5     Nothing in this Agreement affects or limits Amtec’s liability for fraudulent misrepresentation.
25.       Governing Law and Jurisdiction
 
This Agreement shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English courts.
 
 
Conditions of Hire
August 2005
IBM, HP, Fujitsu, Dell, Oracle