Art Rental Terms and Conditions

ART RENTAL TERMS AND CONDITIONS

BETTERSHARED LIMITED a limited company registered in England and Wales with registration number 10735917 whose registered office is at Unit 11 Glebe Farm, Farthinghoe, Brackley, England, NN13 6DN ("the Company”). We operate the website www.bettershared.co. If you have any queries about these terms and conditions, you can contact us at partner@bettershared.co or on +44 7500 807 304.

THE AGREEMENT BETWEEN US:

BETTERSHARED LIMITED a limited company registered in England and Wales with registration number 10735917 whose registered office is at Unit 11 Glebe Farm, Farthinghoe, Brackley, England, NN13 6DN ("the Company")

BetterShared Limited shall rent Artwork (“the Artwork”) to you (“the Customer”) for use at the business premises (“the Premises”) subject to these terms and conditions.
 

1. DEFINITIONS AND INTERPRETATION

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

      “Artwork”

      means any items of Artwork supplied on rental by the Company to the Customer subject to these Terms and Conditions;

      “Business”

      means any business, trade, craft, or profession carried on by the Customer or any other person/organisation;

      “Business Day”

       

      means any day, other than a weekend or public holiday in England, when banks in London are open for business.  

      “Confidential Information”

      means all data or information (whether technical, commercial, financial or of any other type) in any form acquired under, pursuant to or in connection with, this Agreement and any information used in or relating to the business of the parties (including information relating to the parties’ products (bought, manufactured, produced, distributed or sold), services (bought or supplied), operations, processes, formulae, methods, plans, strategy, product information, know-how, design rights, trade secrets, market opportunities, customer lists, commercial relationships, marketing, sales materials and general business affairs), and which are for the time being confidential to the disclosing party.

      “Customer”

      means the customer who is hiring the Artwork subject to these Terms and Conditions for the purposes of a Business;

      “Delivery Date”

      means the date when the Artwork is due to be delivered to the Customer’s premises;

      “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;

      “Intellectual Property”

      means copyright, patents, rights in confidential information, know-how, trade secrets, trademarks, trade names, design rights, get-up, database rights, chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case:   

      (a) whether registered or not;   

      (b) including any applications to protect or register such rights;   

      (c) including all renewals and extensions of such rights or applications;   

      (d) whether vested, contingent or future; and wherever existing.

      “Premises”

      means the Customer’s premises to which the Company delivers the Artwork and from which it will collect it in accordance with Clause 4;

      “Prepayment”

      means an amount paid in advance of delivery, this Prepayment is equal to two months rental fees plus any service and administration fees associated with the Rental;

      “Price List”

      means the Company’s price list, current at the time of the start of the Rental Term.

      “Rental”

      means the hire of the Artwork by the Customer subject to these Terms and Conditions;

      “Rental Agreement”

      means this agreement, and any amendments to this agreement made in writing;

      “Rental Fees”

      means the VAT exclusive sum payable by the Customer for the Rental, as determined under Clause 3 of these Terms and Conditions;

      “Rental Term”

      means the twelve month period starting on the date the Artwork is delivered to the Customer’s premises;

      “Total Loss”

      means the Artwork is, in the Company’s opinion or the opinion of its insurer(s), damaged beyond economic repair, lost, unavailable for inspection, stolen, seized or confiscated.

       

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

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

      “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;

      a Schedule is a schedule to these Terms and Conditions;

      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

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

      1.2. 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.

      1.3. Words referring to the singular shall include the plural and vice versa where appropriate.

      1.4. References to any gender shall include any other gender.

        

       2. RENTAL TERM

      2.1. The Rental Term starts on the Delivery Date and shall continue for twelve months (“Rental Term”), unless terminated earlier in accordance with the terms of this Agreement.

      2.2. If the Customer wishes to extend the Rental Term they may do so at any time prior to the end of the Rental Term. The Customer must contact the Company to arrange such an extension and any such extension will be effective if agreed and set out in writing. Extensions may be made for up to twelve months, subject always to the existence of prior reservations made by other customers. The Company shall use all reasonable endeavours to satisfy requests for extensions but cannot guarantee the availability of the Artwork to the Customer beyond the end of the pre-existing Rental Term.
        

      3. FEES AND PAYMENT
      3.1. The Rental Fees will be determined by reference to the length of the Rental Term, the size and quantity of Artwork, the Price List and any additional items which may be included in the Rental as set out in the Rental Agreement and/or added to your Order.

      3.2. All Charges are exclusive of value added tax (“VAT”).

      3.3. Payment of Rental Fees shall be made in part or in full, as set out in the Rental Agreement, on or before the commencement of the Rental Term. Payment may be made by credit or debit card, direct debit or BACS.

      3.4. All payments to be made in part will take the form of regular monthly payments via direct debit;

      3.5. For payments made in part, a prepayment is required before the commencement of the Rental Term, followed by ten monthly direct debit payments.

      3.6. Following the receipt by the Company of the Prepayment, or payment in full the Agreement will be considered as final and no cancellation will be possible. The Company will be unable to issue a refund if a rental is cancelled by the Customer.
       
      3.7. If the Customer fails to make any payment due to the Company under this Agreement by the due date, then, without limiting the Company's remedies the Customer will pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause will accrue each day at 2.5% a year above the Bank of England's base rate, but at 2.5% a year for any period when that base rate is 0% or below.

      3.8. The Company reserves the right, on giving the Customer 30 days’ notice to increase the Rental Fees on an annual basis with effect from each anniversary of the Commencement Date of this Agreement.

      3.9. If the Customer does not agree with the increase to the Charges in accordance with 3.8, then they may terminate this Agreement upon 30 days written notice and before such price increase takes effect. If the Company does not receive written notice within 30 days, the Customer is deemed to have agreed to the amendment to the Charges.

       
      4. DELIVERY AND COLLECTION

      4.1. Following the receipt by the Company of the Prepayment, or payment in full the Company shall deliver the Artwork to the Premises on the agreed date, as set out in writing.

      4.2. The Company shall use all reasonable endeavours to deliver the Artwork to the Customer at the delivery address on the delivery date, but shall not be liable for any failure to do so and time of delivery is not of the essence.

      4.3 The Customer shall ensure that it has an authorised representative present for the delivery of the Artwork. Acceptance of delivery by such representative shall constitute conclusive evidence that the Customer has examined the Artwork and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended.

      4.4. In the event that delivery of the Artwork is taking place in more than 7 days’ time, the Company will need at least 7 days written notice to make amendments to the scheduled delivery. If delivery is taking place in less than 7 days’ time the Company cannot guarantee that an amendment to the scheduled delivery will be possible.

      4.5. In the event that the Customer (along with that of any authorised representatives) does not take delivery of the Artwork for any reason; the Company shall store the Artwork pending delivery, additional storage and delivery charges will be incurred for any necessary re-delivery. Any such additional charges shall be borne by the Customer.

      4.6. At the end of the Rental Term, on the agreed collection date the Customer shall ensure that all of the Artwork is available at the Premises for collection by the Company.

      4.7. In the event that any Artwork is unavailable for collection at the Premises on the agreed date the Customer shall be required to pay the relevant Rental Fees for the missing items up to and including the day that they are returned to the Company (at the Customer’s expense). If those items are not available for collection due to loss or destruction, the Customer shall be required to pay the cost of replacement in accordance with the Company’s current Price List.


      5. USE AND CARE OF THE ARTWORK

      5.1. The Customer shall provide all necessary assistance to the Company in meeting its obligations under this Agreement;
       
      5.2. The Customer may only use the Artwork for the normal purpose for which it is intended.

      5.3. The Artwork shall not be used for the storage of any goods or substances which are inflammable, toxic, corrosive, radioactive, biohazards or otherwise dangerous.

      5.4. The Customer shall not make any alterations or adjustments to the Artwork.

      5.5. The Customer shall ensure that the Artwork is clearly identifiable as belonging to the Company and clearly display Artwork labels where provided.

      5.6. The Customer shall keep the Artwork at all times at the Premises address and shall not move or attempt to move the Artwork to any other location without the prior written consent of the Company;

      5.7. The Customer shall not, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Artwork or allow the creation of any mortgage, charge, claim or other security interest in respect of it.

      5.8. The Customer shall not connect or attach the Artwork to any land or buildings so as to cause the Artwork to become a permanent or immovable fixture on such land or building.

      5.9. The Customer shall at all times treat the Artwork with a reasonable level of care, subject always to reasonable levels of wear and tear.

      5.10. The Customer shall notify the Company immediately in the event that any loss, accident or damage to the Artwork occurs whilst the Artwork is in the Customer's possession;

      5.11. The Customer shall not attempt to make any repairs to the Artwork without the prior written consent of the Company. When the Customer contacts the Company in this regard, the Company shall have the option of repairing or replacing the Artwork itself or granting the Customer permission to make the necessary repairs. The cost of such repairs shall be borne by either the Company or the Customer, the responsibility being determined by the reasons for those repairs.


      6. OWNERSHIP

      6.1. The Artwork shall at all times remain the property of the Company, and the Customer shall have no right, title or interest in or to the Artwork (save the Customer’s permitted use of the Artwork subject to these terms and conditions).

       
      7. RETURN OF PROPERTY


      7.1. Upon the expiry of this Agreement, the Customer shall;

      7.1.1.immediately cease use of the Artwork; and

        7.1.2.make the Artwork available for collection by the Company or its nominees.


        8. INSURANCE AND CUSTOMER LIABILITY FOR LOSS OR DAMAGE

        8.1. The Customer shall ensure that it holds effective contents insurance in respect to the Artwork, covering the Term of this Agreement. Such insurance to be not less than the value of the Artwork, as confirmed by the Company, in writing and prior to the date of delivery.
         
        8.2. Whether the Customer insures the Artwork against any particular or all risks or does not insure the Artwork at all, the Customer shall be responsible for, and will be required to indemnify the Company against, any loss or damage which may occur to the Artwork while it is in the Customer’s possession, howsoever it occurs, subject to sub-Clause 8.3.

        8.3. The Customer shall be responsible for the preservation of the Artwork, at their own expense, in a condition equal to that which it was on the delivery date. Reasonable wear and tear are expected; however, the Customer shall be liable for any significant damage incurred. In the event that the Artwork is irreparably damaged, it shall be deemed a Total Loss. The Company shall inform the Customer of the Artwork's condition within 14 business days of receiving it back. The Customer shall be liable for the full replacement cost of any Artwork classified as a Total Loss, in addition to all Rental Fees due under this Agreement. All amounts payable will be due within 14 days of the Customer's receipt of notification from the Company.

        8.4. The Customer shall not be liable to the Company for any loss of or damage to the Artwork due to any act or omission of the Company, or for any pre-existing damage at the commencement of the Rental Term, or for any reasonable wear and tear caused by use of the Artwork by or on behalf of the Customer.

         

        9. COMPANY’S LIABILITY

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

        9.2. The Company 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 Rental Agreement, or any breach by the Company 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:

        9.2.1. loss of use or unavailability of any Artwork;
        9.2.2. interruption to business;
        9.2.3. loss of income, revenue, business;
        9.2.4. loss of business opportunity;
        9.2.5. loss of profit or contracts;
        9.2.6. loss of anticipated savings; or
        9.2.7. any indirect, special or consequential loss, damage, costs, expenses or other claims; arising from any act or omission by the Company or any of its agents or employees or subcontractors or any other person or entity in connection with the performance of the Company’s obligations arising under these Terms and Conditions and the Rental Agreement.
           
          9.3. The Company will not be liable for any personal injury or damage to property which results from the Customer’s improper use of the Artwork.
          9.4 Nothing in these Terms and Conditions is intended to or will exclude or limit the Company’s liability for death or personal injury caused by its negligence (including that of its employees, agents or subcontractors) or for fraud or fraudulent misrepresentation.

          9.5. Without prejudice to any of the above provisions of this Clause 9, the Company’s total liability under these Terms and Conditions and the Rental Agreement shall be limited to the value of the Rental Agreement, and for this purpose “value” means the total of the Rental Fees payable by the Customer.

          9.6. The liability cap set out in clause 9.5 shall not apply to the indemnity provided under clause 11.



          10. CONFIDENTIALITY

          10.1. The Parties acknowledge that in the course of the engagement they may have access to Confidential Information. The Parties agree to accept the restrictions in this Clause 10.

          10.2. The Parties shall not (except in the proper course of the provision of the agreed Services) either during the engagement or at any time after the Term, use or disclose to any person, organisation or company and shall use its best endeavours to prevent the publication of, any Confidential Information or the other party’s Intellectual Property. This restriction does not apply to any use or disclosure authorised by the Customer/Company or required by law. Neither does it apply to any information which is already in, or comes into, the public domain, otherwise then through a party’s unauthorised disclosure of the same.

          10.3. The Customer accepts that it is prohibited from distributing and/or duplicating the Artwork during the Term of this Agreement and any time thereafter. The Customer agrees that in the event of any breach of their obligations contained in this Agreement then damages, loss or irreparable harm may arise and that in such circumstances the Company will be entitled to seek relief, including injunctive relief, against the Customer.



          11. INDEMNIFICATION

          11.1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each party agrees to indemnify the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement.

          11.2. Both the Customer and the Company shall ensure that they hold effective indemnity insurance covering the Term and that the insurance policies are taken out with reputable insurers.

          11.3. The Customer shall ensure that it holds effective contents insurance in respect to the Artwork, covering the Term of this Agreement. Such insurance to be not less than the value of the Artwork, as confirmed by the Company, in writing and prior to the date of delivery.

          11.4. Should either party become aware that any cover under an insurance policy shall lapse for any reason, or change in any material way, they shall notify the other party without delay.


           
          12. EXPIRY AND TERMINATION

          12.1. The Company shall be entitled to terminate this Rental Agreement at any time by providing written notice to the Customer in the event that the Customer:

          12.1.1. is in material or persistent breach of any of its obligations under this Agreement and if that breach is capable of remedy and the Customer has failed to remedy that breach within 14 days after receiving written notice requiring it to remedy that breach; or

          12.1.2. is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or goes into bankruptcy or liquidation either voluntary or compulsory or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (save for the purposes of bona fide corporate reconstruction or amalgamation) or if an administrator or receiver, manager, liquidator, trustee or similar officer is appointed in respect of the whole or any part of its assets; or

          12.1.3. ceases or suspends, or threatens to cease or suspend, the carrying on of any part of its business.
           
          12.2. Either party may terminate this Agreement on 30 days notice where it has become aware that the other party has been subject to a Change of Control (and "Control" has the meaning given to it in section 1124 of the Corporation Tax Act 2010, and the expression "Change of Control" shall be construed accordingly).

          12.3. On expiry or termination of this Agreement for any reason, each party will within 14 days of such expiry or termination return (or, at the other party’s option, destroy) all the other party's Confidential Information in its possession or under its control and all copies of such information.

          12.4. On termination of this Agreement for any reason the Customer shall:

          12.4.1. immediately cease use of the Artwork; and
            12.4.2. at its own cost deliver the Artwork to the Company or its nominees, or make the Artwork available for collection by the Company or its nominees; and
              12.4.3. pay all outstanding Charges.

              12.5. Expiry or termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

              12.6. Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3, 4, 6, 10, 11, 12 and 16 and all other clauses required for their interpretation.

               

              13. COMMUNICATION AND CONTACT DETAILS

              13.1. The Customer may contact the Company by telephone at +44 7500 807 304, or by email at; partner@bettershared.co
               

              14. ENTIRE AGREEMENT

              14.1. The documents comprising the Rental Agreement, these Terms and Conditions and any other documents expressly incorporated into the Rental 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 Rental Agreement, neither Party gives any warranty or relies on any representation, warranty or other provision except as expressly provided in the documents comprising the Rental Agreement.


              15. RIGHT OF SUBSTITUTION

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

              15.2. Except as otherwise provided in this Agreement, the Company may, at the Company’s absolute discretion, engage a third-party subcontractor to perform some or all of the obligations of the Company under this Agreement.
               
              15.3. In the event that the Company hires a subcontractor, the Company will pay the sub-contractor for its services and the Fees will remain payable by the Customer to the Company.
              15.4. The Customer may not transfer (assign) their obligations and rights under these Terms and Conditions or under the Rental Agreement as applicable without the Company’s express written permission.


              16. GENERAL

              16.1. The Rental Agreement is between the Customer and the Company. 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.

              16.2. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
               
              16.3. The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
               
              16.4. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
               
              16.5. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
               
              16.6. This Agreement will be governed by and construed in accordance with English law.
               
              16.7. The courts of England & Wales shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.