INTERPRETATION

1. 1. The definitions and rules of interpretation in this clause apply in this Agreement.

Agreement: means the agreement between Tempest Lockers, trading as CS Storage Ltd and the Customer comprising of the Proposal, these Terms and any documents referred to in them or Tempest Lockers, trading as CS Storage Ltd policies issued to the Customer from time to time.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

CSS: Tempest Lockers, trading as CS Storage Ltd Limited a company registered in England with company number 05281274 and whose registered office is at 1a Roundhouse Court, South Rings Business Park Bamber Bridge, Preston, PR5 6DA.  

Commencement Date: the date specified in the Proposal or the date of the Customer’s Consent.

Confidential Information: all confidential information (however recorded or preserved) disclosed by a party or its Representatives, who need to know the confidential information in question to the other party and that party’s Representatives in connection with this Agreement, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure.

Consent: a positive indication received by Tempest Lockers, trading as CS Storage Ltd from the Customer that the Proposal is agreed, whether that be by the Customer signing and returning the Proposal, otherwise indicating agreement to the Proposal in writing, or the date on which Tempest Lockers, trading as CS Storage Ltd delivers and installs the Equipment, whichever is the earlier.

Customer: the business to which CSS wises to hire the Equipment and whose details are set out in the Proposal.

Deposit: the deposit amount set out in the Proposal.

DP Legislation: any and all applicable data protection legislation in force from time to time including but not limited to the Data Protection Act 1998 and any replacement legislation, the General Data Protection Regulation (Regulation (EU) 2016/679), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and any replacement legislation and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction.

Equipment: the equipment specified in the Proposal and such other equipment hired from Tempest Lockers, trading as CS Storage Ltd by the Customer from time to time. 

Equipment Hire Fee: the fee payable by the Customer to Tempest Lockers, trading as CS Storage Ltd in respect of the hire of the Equipment as set out in the Proposal.

Excluded Causes: 

1. a defect in the manufacturer’s design of the Equipment;
2. faulty materials or workmanship in the manufacture of the Equipment;
3. use of the Equipment with other materials not supplied or approved in writing by Tempest Lockers, trading as CS Storage Ltd including any third party systems with which it has been integrated;
4. use of the Equipment by the Customer:
5. following notice being given to StaffSafe under clause 5.1; 
6. where the Customer failed to follow the Recommendations as to the storage, commissioning, use and maintenance of the Equipment or (if there are none) good trade practice regarding the same;
7. a failure, interruption or surge in the electrical power or its related infrastructure connected to the Equipment;
8. a failure or malfunction in the environmental controls required for the normal operation of the Equipment, or an error or omission in the correct use of those environmental controls by the Customer; 
9. the neglect or misuse of the Equipment; or
10. any issue with the Equipment otherwise resulting from a breach of the Customer’s obligations under this Agreement.

Force Majeure Event: means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters, extreme or adverse weather conditions, or default of suppliers or subcontractors.

Good Working Order: the Equipment operates in accordance with the Operating Manuals in all material respects.

Initial Period: a period of [INSERT] weeks (or such other period of time as is specified in the Proposal) commencing on the Commencement Date.

Loss: any actions, awards, charges, claims, compensation, costs, damages, demands, expenses, fees, fines, liabilities, losses, penalties, proceedings and settlements and Losses shall be construed accordingly.

Normal Business Hours: 09.00 to 17.00 on a Business Day.

Operating Manuals: all operating manuals, literature and specifications relating to the Equipment which are provided to the Customer by Tempest Lockers, trading as CS Storage Ltd.

Permitted Purpose: has the meaning given in clause 10.2.

Prohibited Items: included but not limited to flammable items, dangerous chemical, explosives, weapons, drugs and alcohol. 

Proposal: CSS’s written Proposal or proposal to provide the Equipment to the Customer incorporating these Terms.

Recommendations: the manufacturer’s and/or Tempest Lockers, trading as CS Storage Ltd’s oral and written instructions or recommendations (including any Operating Manuals).

Renewal Period: each successive 1 week period after the Initial Period for which this Agreement is renewed.

Representatives: a party’s employees, officers, representatives, advisers or subcontractors.

Site: means the location at which the Customer elects for the Equipment to be delivered and used as set out in the Proposal or otherwise agreed between the parties.

Substances: has the meaning given in clause 6.3.

Term: the Initial Period together with any and all Renewal Periods.

Terms: the terms and conditions set out in this document as amended from time to time

1. Clause headings shall not affect the interpretation of this Agreement and references to clauses are to the clauses of this Agreement.
2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
3. Interpretation. In these Terms, the following rules apply:
   1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
   2. A reference to a party includes its personal representatives, successors or permitted assigns.
   3. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
   4. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
   5. A reference to writing or written includes emails. 
4. If there is an inconsistency between any of the provisions in the main body of this Agreement and the Proposal, the provisions in the Proposal shall prevail.

COMMENCEMENT AND TERM – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

1. 1. This Agreement shall commence on the Commencement Date and unless terminated earlier:
      1. by either party serving the other with no less than 2 weeks notice to that effect before the end of the Initial Period or applicable Renewal Period; or 
      2. in accordance with clause 12, 

it shall continue for the Initial Period and shall automatically extend for subsequent Renewal Periods at the end of the Initial Period and at the end of each subsequent Renewal Period. 

HIRE OF THE EQUIPMENT – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

1. 1. 1. The Customer agrees and understands that this is a contract for hire and that title to the Equipment shall not pass from Tempest Lockers, trading as CS Storage Ltd to the Customer. 
      2. Risk in the Equipment shall transfer to the Customer upon installation taking place and the Customer shall be responsible for its safe keeping, its use in a workmanlike manner within the manufacturer’s rated capacity and in accordance with the Recommendations, and subject to its exercise of other rights made available in these Terms, its return at the end of the Term clean, empty and in equal good order (fair wear and tear excepted). The Customer must ensure that everyone who uses the Equipment has been properly instructed in its safe and proper operation and has read the Recommendations.
      3. At all times throughout the Term, the Customer shall:
         1. store the Equipment separately from all other goods held by the Customer so that they remain readily identifiable as Tempest Lockers, trading as CS Storage Ltd’s property;
         2. not remove, deface or obscure any identifying mark or packaging on or relating to the Equipment
         3. not to use the Equipment to store any Prohibited Items;
         4. maintain the Equipment in satisfactory condition and keep it insured against all risks for their full price from the date of delivery;
         5. notify Tempest Lockers, trading as CS Storage Ltd immediately if it becomes subject to any of the events listed in clause 12.1; and
         6. give Tempest Lockers, trading as CS Storage Ltd such information relating to the Equipment as Tempest Lockers, trading as CS Storage Ltd may require from time to time.
      4. The Customer may not re-hire, sell, mortgage, charge, pledge, part with possession of or otherwise deal with the Equipment or any part thereof and shall protect the same against distress, execution or seizure unless and until title to it has passed to the Customer or at any time throughout the Term except with the prior written consent of Tempest Lockers, trading as CS Storage Ltd.
      5. If the Customer becomes subject to any of the events listed in clause 12.1, then, without limiting any other right or remedy Tempest Lockers, trading as CS Storage Ltd may have, Tempest Lockers, trading as CS Storage Ltd may at any time:
         1. require the Customer to deliver up all Equipment in its possession; and
         2. if the Customer fails to do so promptly, enter the Site(s) in order to recover them.
      6. The Customer may open any Equipment at any time with the master key or master code for security or safety reasons.

DELIVERY AND INSTALLATION OF THE EQUIPMENT

1. 1. Tempest Lockers, trading as CS Storage Ltd shall use reasonable endeavours to deliver and install the Equipment to the Site(s) on date(s) to be mutually agreed between the parties. Any dates quoted for delivery and installation are approximate only, and the time of delivery and/or installation is not of the essence. Tempest Lockers, trading as CS Storage Ltd shall not be liable to the Customer in the event of any delay including those caused by a Force Majeure Event. 
   2. If Tempest Lockers, trading as CS Storage Ltd cannot make delivery and carry out installation on the date agreed then it shall notify the Customer and an alternative date shall be rearranged.  Where such failure to make delivery and carry out installation is caused by the Customer, Tempest Lockers, trading as CS Storage Ltd shall be entitled to charge the Customer an administration charge to compensate it for its reasonable expenses incurred.  Until such time as delivery and installation can be carried out Tempest Lockers, trading as CS Storage Ltd shall store the Equipment until delivery takes place, and charge the Customer for all related costs and expenses (including insurance and the cost of redelivery).
   3. Delivery is completed on the completion of unloading of the Equipment at the Site(s) and risk in the Equipment shall pass to the Customer at that point.
   4. For the purposes of making delivery and carrying out installation of the Equipment, the Customer shall provide Tempest Lockers, trading as CS Storage Ltd and all of its employees, contractors and agents with adequate, safe and unobstructed access to, egress from and movement around the Site(s) and any telecommunications facilities as are reasonably required.
   5. If the Customer has opted to collect the Equipment itself, it shall return the Equipment to Tempest Lockers, trading as CS Storage Ltd’s premises at the end of the Hire Period. 
   6. During the Hire Period the Customer must not relocate the Equipment from the Site(s) except with the prior written consent of Tempest Lockers, trading as CS Storage Ltd. 
2. Tempest Lockers, trading as CS Storage Ltd EQUIPMENT WARRANTY
   1. Tempest Lockers, trading as CS Storage Ltd provides no warranty in addition to the Customer’s statutory rights save that it shall honour any manufacturer’s warranty that comes with the Equipment. In the event of any manufacturer’s warranty and subject to clause 5.2, if:
      1. the Customer gives notice in writing to the nominated email address in clause 16.1 to Tempest Lockers, trading as CS Storage Ltd during the warranty period within  24 hours of discovery that some or all of the Equipment does not comply with the warranty; and
      2. Tempest Lockers, trading as CS Storage Ltd is given a reasonable opportunity of examining such Equipment; and
      3. the Customer (if asked to do so by Tempest Lockers, trading as CS Storage Ltd) returns such Equipment to Tempest Lockers, trading as CS Storage Ltd at its own cost,

Tempest Lockers, trading as CS Storage Ltd shall, at its option, repair or replace the defective Equipment.  The Customer agrees that nothing in this clause shall entitle it to a full refund.

1. Tempest Lockers, trading as CS Storage Ltd shall not be liable for the Equipment’s failure to comply with the warranty set out in clause 5.1 on the occurrence of any Excluded Cause.
2. Except as provided in this clause, Tempest Lockers, trading as CS Storage Ltd shall have no liability to the Customer in respect of the Equipment’s failure to comply with any warranty. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from this Agreement.
3. These Terms shall apply to any repaired or replacement Equipment supplied by Tempest Lockers, trading as CS Storage Ltd.

CUSTOMER’S OBLIGATIONS – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

1. 1. 1. The Customer shall:
         1. ensure that the Equipment is kept at the specific location at the Site(s) at which it was installed, under suitable conditions, as specified in the Operating Manuals, and permit only competent personnel to use it and follow any operating instructions as Tempest Lockers, trading as CS Storage Ltd may give from time to time;
         2. notify Tempest Lockers, trading as CS Storage Ltd promptly within 24 hours at the nominated email address in clause 16.1 if the Equipment is discovered to be operating incorrectly;
         3. take any steps reasonably necessary to ensure the safety of Tempest Lockers, trading as CS Storage Ltd’s personnel when attending the Site(s);
         4. not allow any person other than Tempest Lockers, trading as CS Storage Ltd to maintain, alter, modify or adjust the Equipment without the prior written approval of Tempest Lockers, trading as CS Storage Ltd;
         5. not move the Equipment from the Site(s) (or the position at which it is located within the Site(s)) without the prior written approval of Tempest Lockers, trading as CS Storage Ltd (such approval not to be unreasonably withheld or delayed);
         6. not to use, store or move the Equipment outdoors at any point;
         7. to keep all food stored in the Equipment in sealed containers;
         8. store any reserve equipment only in conditions approved by Tempest Lockers, trading as CS Storage Ltd, and make this equipment available for periodic maintenance, as with all other Equipment; 
         9. not to sub-rent or let out the Equipment in any circumstances;
         10. only use supplies or materials supplied or approved by Tempest Lockers, trading as CS Storage Ltd (such approval not to be unreasonably withheld or delayed); and
         11. throughout the Term (without prejudice to any liability of the Customer to Tempest Lockers, trading as CS Storage Ltd) take responsibility for insuring the Equipment (including any replacement Equipment provided) at its own expense. The Customer shall insure against all Loss from all risks in an amount equal to the full new replacement value of the Equipment and continuance of all payments in respect of hire and delivery in the event Equipment is returned damaged and in the reasonable and absolute opinion of CSS is unable to be subsequently hired out. 
      2. The Customer shall notify Tempest Lockers, trading as CS Storage Ltd where any of the above obligations are breached or are likely to be breached such that the same would affect, prevent, hinder or impinge Tempest Lockers, trading as CS Storage Ltd’s ability to provide the Equipment to it.  Where Tempest Lockers, trading as CS Storage Ltd incurs any costs or expenses arising out of or in connection with an event notified to Tempest Lockers, trading as CS Storage Ltd under this clause or by virtue of the Customer’s breach of it, the Customer shall be required to indemnify Tempest Lockers, trading as CS Storage Ltd in accordance with clause 9.4.
      3. The Customer warrants, represents and undertakes that each Site is free from all substances which could reasonably be deemed to be hazardous, noxious, poisonous or otherwise dangerous (Substances) including but not limited to asbestos and that Tempest Lockers, trading as CS Storage Ltd or any of its employees, contractors and agents shall not come into contact with any Substances in performing its obligations in accordance with this Agreement.
      4. The Customer is responsible for the protection of, and liable for any damage to, any underground, surface or above ground services and utilities including, but not limited to Substances, cables, ducts, water pipes and gas lines, and any pavements, bridges, tunnels and roadways on or adjacent to a Site and the Customer shall liaise as necessary and comply with all requirements of the relevant statutory authority or similar body.

Tempest Lockers, trading as CS Storage Ltd WARRANTIES

1. 1. 1. Tempest Lockers, trading as CS Storage Ltd represents and warrants to the Customer that it has the full capacity and authority and all necessary permissions, licences and consents necessary to enter into, and perform its obligations under, this Agreement.
      2. Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise (including satisfactory quality, fitness for purpose and suitability) are hereby excluded to the fullest extent permitted by law.

FEES AND PAYMENT – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

1. 1. 1. In consideration of the provision of the Equipment on hire, the Customer shall pay the Equipment Hire Fee to Tempest Lockers, trading as CS Storage Ltd.
      2. The Equipment Hire Fee and Deposit shall be due and payable to Tempest Lockers, trading as CS Storage Ltd in advance as per the date(s) specified in the Proposal. 
      3. Any fees paid in advance, including but not limited to the Equipment Hire Fee and Deposit are non-refundable in the event of a cancellation. If the Customer fails to make any payment due to Tempest Lockers, trading as CS Storage Ltd under this Agreement by the due date for payment, then, without limiting Tempest Lockers, trading as CS Storage Ltd’s remedies under clause 9, the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
      4. Tempest Lockers, trading as CS Storage Ltd may, at any time after the first anniversary of the Commencement Date, increase the Equipment Hire Fee by giving to the Customer not less than three months’ written notice, provided that:
         1. the increase shall not exceed a percentage equal to the percentage increase in the Retail Prices Index published by the Office for National Statistics (or its successor from time to time) for the period from the Commencement Date (in the case of the first increase) or the date on which the immediately preceding increase came into effect pursuant to this clause (in the case of the second or any subsequent increase) up to the date of this notice; and
         2. the increases shall be no more frequent than once in any 12-month period.
      5. Tempest Lockers, trading as CS Storage Ltd may set-off any sums due to it by the Customer against any sums which it owes to the Customer.
      6. Any overdue sums will be rounded up weekly. 

LIABILITY AND INDEMNITY – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE

1. 1. Neither party excludes or limits liability to the other party for:
      1. fraud or fraudulent misrepresentation;
      2. death or personal injury caused by negligence; or
      3. a breach of any obligations which it is not permissible to exclude or limit liability in respect of.
   2. Subject always to clause 9.1, Tempest Lockers, trading as CS Storage Ltd shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
      1. any loss (whether direct or indirect) of profits, contract, business, revenue, goodwill or reputation or any other pure economic loss;
      2. loss or corruption (whether direct or indirect) of data or information; 
      3. theft of or from the Equipment; or
      4. any special, indirect or consequential Loss,

in each case, however arising under, arising out of or in connection with this Agreement.

1. Subject always to clause 9.1, Tempest Lockers, trading as CS Storage Ltd’s total aggregate liability for any Losses suffered or incurred by the Customer or any third party in contract, tort (including negligence and breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance, contemplated performance, or non-performance of this Agreement shall be limited to the total Equipment Hire Fee paid by the Customer to Tempest Lockers, trading as CS Storage Ltd in respect of the Site to which that liability relates during the 12-month period immediately preceding the date on which the first cause of action resulting in the applicable Loss under this Agreement first arose.
2. The Customer shall indemnify Tempest Lockers, trading as CS Storage Ltd, keep Tempest Lockers, trading as CS Storage Ltd indemnified and hold Tempest Lockers, trading as CS Storage Ltd harmless for and against any and all Losses suffered or incurred by Tempest Lockers, trading as CS Storage Ltd howsoever arising out of or in connection with this Agreement, its breach or non-performance, whether in contract, tort (including negligence and breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise and whether the same are direct, indirect, special or consequential including any loss of profits, contract, business, revenue, goodwill or reputation or any other pure economic loss, loss or corruption of data or information.

CONFIDENTIALITY

1. 1. 1. The term Confidential Information does not include any information that:
         1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
         2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
         3. was, is, or becomes, available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
         4. was known to the receiving party before the information was disclosed to it by the disclosing party;
         5. the parties agree in writing is not confidential or may be disclosed; or
         6. is developed by or for the receiving party independently of the information disclosed by the disclosing party.
      2. Each party shall keep the other party’s Confidential Information confidential and shall not:
         1. use any Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement (Permitted Purpose); or
         2. disclose any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
      3. A party may disclose the other party’s Confidential Information to those of its Representatives who need to know that Confidential Information for the Permitted Purpose, provided that:
         1. it informs those Representatives of the confidential nature of the Confidential Information before disclosure; and
         2. at all times, it is responsible for the Representatives’ compliance with the confidentiality obligations set out in this clause 10.
      4. A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.
      5. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information, other than those expressly stated in this Agreement, are granted to the other party, or are to be implied from this Agreement.
      6. The above provisions of this clause 10 shall continue to apply after termination of this Agreement.

DATA PROTECTION

1. 1. 1. The following definitions apply:
         1. the terms data controller, data processor, data subject, processing and data protection principles bear the respective meanings given them in DP Legislation;
         2. Personal Data includes personal data supplied for or on the Customer’s behalf to Tempest Lockers, trading as CS Storage Ltd under this Agreement.
      2. Each party shall, in performing its obligations under this agreement, comply with DP Legislation.
      3. If Tempest Lockers, trading as CS Storage Ltd processes any Personal Data when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and Tempest Lockers, trading as CS Storage Ltd shall be a data processor and in any such case:
         1. the Customer warrants that it has a legal basis under the DP Legislation to enable the lawful transfer of the Personal Data to Tempest Lockers, trading as CS Storage Ltd for the duration and the purposes of the Agreement and, where required under the DP Legislation, it has obtained the prior and express consent of each data subject to transfer the Personal Data to Tempest Lockers, trading as CS Storage Ltd in accordance with DP Legislation and that the Customer is accordingly entitled to transfer the Personal Data to Tempest Lockers, trading as CS Storage Ltd so that it may lawfully use, process and transfer the Personal Data in accordance with this Agreement;
         2. the Customer acknowledges and agrees that the Personal Data may be transferred or stored outside the EEA in order to carry out Tempest Lockers, trading as CS Storage Ltd’s obligations under this Agreement;
         3. Tempest Lockers, trading as CS Storage Ltd shall process the Personal Data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time; and
         4. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage.
      4. Tempest Lockers, trading as CS Storage Ltd shall:
         1. only carry out processing of any of the Personal Data on the Customer’s instructions;
         2. implement appropriate technical and organisational measures to protect any Personal Data against unauthorised or unlawful processing and accidental loss or damage; and
         3. only transfer the Personal Data to countries outside EEA that ensure an adequate level of protection for the rights of the data subject.
      5. Tempest Lockers, trading as CS Storage Ltd shall promptly and fully notify the Customer in writing of any notices in connection with the processing of any Personal Data, including subject access requests, and provide such information and assistance as the Customer may reasonably require.
      6. In the event of any loss or damage to the Personal Data, the Customer’s sole and exclusive remedy shall be for Tempest Lockers, trading as CS Storage Ltd to use reasonable commercial endeavours to restore the Personal Data which has been lost or damaged from the latest back-up of such maintained by Tempest Lockers, trading as CS Storage Ltd. 
      7. Except as expressly provided otherwise, this Agreement does not transfer ownership of, or create any licences (implied or otherwise), in any intellectual property rights in any (non-personal) data.

TERMINATION

1. 1. 1. Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
         1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make that payment;
         2. the other party commits a material breach of any term of this Agreement (other than failure to pay any amounts due under this Agreement) and (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
         3. the other party:
            1. suspends, or threatens to suspend, payment of its debts;
            2. is unable to pay its debts as they fall due or admits inability to pay its debts; or
            3. (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
         4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (in the case of a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
         5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
         6. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over that other party (being a company);
         7. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
         8. a person becomes entitled to appoint a receiver over the assets of that other party or a receiver is appointed over the assets of that other party;
         9. a creditor or encumbrancer of that other party attaches or takes possession of, or a distress, execution, sequestration or other similar process is levied or enforced on or sued against, the whole or any part of that other party’s assets and that attachment or process is not discharged within 14 days;
         10. any event occurs or proceeding is taken with respect to that other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1.3 to clause 12.1.9 (inclusive);
         11. that other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
         12. there is a change of control of that other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
      2. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
      3. Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
      4. On termination of this Agreement for any reason, the Customer shall immediately pay any outstanding amounts owed to Tempest Lockers, trading as CS Storage Ltd pursuant to this Agreement and such sums as would have been payable for the remainder of the Initial Period or Renewal Period (as the case may be) but for the termination.

FORCE MAJEURE

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from any Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 2 months, the party not affected may terminate this Agreement by giving 14 days’ written notice to the affected party.

ASSIGNMENT

This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other party (which is not to be unreasonably withheld or delayed).

WAIVER

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

NOTICE

1. 1. 1. Any notice or other communication required to be given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or other next-working-day delivery service providing proof of delivery, at its registered office (if a company) or (in any other case) its principal place of business or by email to lockerrentals@csstorage.co.uk for Tempest Lockers, trading as CS Storage Ltd or the email address detailed in the Proposal for the Customer.
      2. Any notice or communication shall be deemed to have been received, if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, or otherwise at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
      3. This clause 16 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. 

ENTIRE AGREEMENT

1. 1. 1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
      3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

VARIATION

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

SEVERANCE

1. 1. 1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
      2. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

NO PARTNERSHIP OR AGENCY

1. 1. 1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
      2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

THIRD-PARTY RIGHTS

No person other than a party to this Agreement shall have any rights to enforce any term of this Agreement.

RIGHTS AND REMEDIES

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

GOVERNING LAW AND JURISDICTION

1. 1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
   2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).