Terms and Conditions of Sale

Premier Sports – Terms and Conditions for the Sale and Hire of Products and Services

Last Updated: 30 July 2020

Background

  • These Conditions apply when a Customer purchases Products and/or Services and/or hires Equipment from Premier (terms as defined below).  The relevant Products, Services and Equipment will be set-out in the Order.
  • For specific terms and conditions of the Premier Photos Service, see clause 10 (Premier Sports Photos Service). Conditions that are not relevant to the Premier Sports Photos Service will not apply to Customers using such service.
  • The Customer’s attention is particularly drawn to the provisions of clause 16 (Limitation of liability).

 

1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Business Day”: a day (9am – 5pm) other than a Friday, Saturday or public holiday in UAE, when banks in the UAE are open for business.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 20.8.
Contract: the contract between Premier and the Customer for the supply of Products and/or Services and/or the hire of Equipment in accordance with these Conditions.
Customer: the person or firm who purchases the Products and/or Services from Premier.
Delivery Location: has the meaning given in clause 5.1.
Equipment: the items of hire equipment set-out in the Order or otherwise hired by Premier to the Customer, including all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.
Force Majeure Event: has the meaning given to it in clause 19.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer’s order for the supply of Products and/or Services, as set out in the Customer’s written confirmation of Premier’s quotation.
Premier: Premier Sports LLC, registered in UAE with commercial trade license number: 42157.
Premier Sports Photos Service: has the meaning given at clause 10.
Products: the products supplied by Premier to a Customer (or any part of them), including Products supplied as part of a Service but not including Equipment.
Products Specification: any specification for the Products, including any relevant plans or drawings, that are contained within the Order.
Services: the services supplied by Premier to the Customer, including the Premier Sports Photo Service.
Service Specification: the description or specification for the Services, that are contained within the Order.
Premier Materials: has the meaning given in clause 11.1(i).

1.2 Interpretation: A reference to writing or written includes email.

2. Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Products and/or Services, and/or to hire the Equipment, in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Premier issues an invoice to the Customer, at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising material issued by Premier and any descriptions of the Products or illustrations or descriptions of the Services are issued or published for the sole purpose of giving an approximate idea of the Services and/or Products described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by Premier shall not constitute an offer and is only valid for the shorter of the period set out in the quotation or 20 days from its date of issue.
2.6 All of these Conditions shall apply to the supply of both Products (sale or hire) and Services except where application to one or the other is specified.

3. Products (sale)

3.1 Premier shall provide the Customer with the Products according to these conditions. The Products are described in the Products Specification.
3.2 Premier reserves the right to amend the Products Specification if required by any applicable statutory or regulatory requirement, and Premier shall notify the Customer in any such event.

4. Hire of Equipment

4.1 Equipment Hire. Premier shall hire the Equipment to the Customer subject to these Conditions. The Customer shall be entitled to use the Equipment for the Rental Period (as set-out in the Order) and in accordance with these Conditions, unless the Contract is terminated earlier in accordance with its terms.
4.2 Deposit. Before receiving the Equipment, the Customer may be asked to pay Premier a Deposit (as set-out in the Order), as security against default by the Customer of payment of any Rental Payments or any loss of or damage caused to the Equipment. If the Customer fails without good reason to make any Rental Payments in accordance with the Payment Schedule, or causes any loss or damage to the Equipment (in whole or in part), Premier shall be entitled to apply the Deposit (or other sums belonging to Customer held by Premier) against such default, loss or damage. The Customer shall pay to Premier any sums deducted from the Deposit within ten (10) Business Days of a demand for the same. The Deposit (or balance thereof) shall be refundable within ten (10) Business Days of the end of the Rental Period.

5. Delivery of Products and Equipment

5.1 Premier shall deliver, or have delivered by a recognised courier, or provide for collection by the Customer the Products and/or the Equipment (Delivery) to the location set out in the Order or such other location as the parties may agree in writing (Delivery Location), at any time after Premier notifies the Customer that the Products and/or Equipment are ready. The Delivery Location may be Premier’s premises or other collection point agreed with the Customer in writing. Delivery of the Products and/or Equipment shall be completed on the completion of unloading (or loading, in the case of Delivery at Premier’s premises) of the Products and/or the Equipment at the Delivery Location.
5.2 Premier shall ensure that each Delivery of the Products and/or Equipment is accompanied by a delivery note which shows the date of the Order and all relevant Customer and Premier reference numbers, and the type and quantity of the Products and/or Equipment (including the code number of the Products, where applicable).
5.3 Any dates quoted for Delivery of the Products and/or the Equipment are approximate only, and the time of Delivery is not of the essence. Premier shall not be liable for any delay in Delivery of the Products and/or Equipment that is caused by a Force Majeure Event or the Customer’s failure to provide Premier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products and/or the Equipment.
5.4 If Premier fails to deliver the Products and/or the Equipment, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products/Equipment. Premier shall have no liability for any failure to deliver the Products and/or Equipment to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Premier with adequate delivery instructions for the Products and/or Equipment or any relevant instruction related to the supply of the Products and/or Equipment.
5.5 The Customer shall procure that a duly authorised representative of the Customer shall be present at the Delivery of the Equipment. Acceptance of Delivery by such representative will constitute conclusive evidence that the Customer has examined the Products/Equipment and has found them to be in good condition, complete and fit in every way for the purpose for which they are intended. If required by Premier, the Customer’s duly authorised representative shall sign a receipt confirming such acceptance.
5.6 The Customer shall be entirely responsible for offloading the Products/ Equipment on Delivery at the Delivery Location, and liable for all associated costs.

6. Quality of Products

6.1 The Products and Equipment have not been manufactured or produced by Premier and therefore, to the widest extent permitted under applicable law, the Customer shall only be entitled to such warranty or other guarantee as Premier has received from the manufacturer/producer of the applicable Product or Equipment. No warranty/ guarantee is given in relation to consumable Products.
6.2 Except as provided in this clause 6, Premier shall have no liability to the Customer in respect of Products or Equipment that fail to conform with their description and any applicable Products Specification, or from material defects in design, material and workmanship.

7. Title and risk

7.1 Products. The risk in the Products shall pass to the Customer on completion of Delivery. Title to the Products shall not pass to the Customer until Premier receives payment in full for the Products.
7.2 Equipment. The Equipment shall at all times remain the property of Premier, and the Customer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to these Conditions). The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on Delivery. The Equipment shall remain at the sole risk of the Customer during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Customer (“Risk Period“) until such time as the Equipment is redelivered to Premier. During the Rental Period and the Risk Period, the Customer shall, at its own expense, obtain and maintain appropriate insurances to a value that covers: (a) the replacement of the Equipment and (b) any third party or public liability risks however arising in connection with the Equipment. The Customer shall give immediate written notice to Premier in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Customer’s possession or use of the Equipment.

8. Supply of Services

8.1 Premier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
8.2 Premier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
8.3 Premier reserves the right to amend the Service Specification, if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Premier shall notify the Customer in any such event.
8.4 Premier warrants to the Customer that the Services will be provided using reasonable care and skill.
8.5 Except for the warranty in clause 4, the Services are provided “as is” and Premier hereby disclaims all warranties, whether express, implied, statutory, or otherwise (including all implied warranties of merchantability or fitness for a particular purpose. Premier makes no warranty that the Services will meet Customer’s or any other person’s requirements, operate without interruption or achieve any intended result.

 

9. Cancellation of Products and/or Services

Any cancellation or reduction in ordered products and/or services after a quotation is accepted will be subject to charges as follows:

Description of Cancellation Cancellation Charge Levied
Cancellation or reduction of ordered products after acceptance of quotation 100%
Cancellation or reduction of ordered services (timing, photography) between 31 and 60 days before the event 25% + Cost of Consumables
Cancellation or reduction of ordered services (timing, photography) between 15 and 30 days before the event 50% + Cost of Consumables
Cancellation or reduction of ordered services (timing, photography) less than 15 days before the event 100% + Cost of Consumables

 

10. Premier Sports Photos Service

Premier provides the following photograph services options (together the Premier Sports Photos Service):

10.1 General Photo Service:

(a) Premier’s main photography service captures ‘in action’ photographs of event participants at designated locations throughout the relevant event. In accordance with applicable privacy regulations, guidelines and laws, these personal photographs are delivered exclusively to the photographed participant. Premier may, on specific occasion and subject to agreement with the participant, provide or host these photographs in a different manner. Additional fees may apply.
(b) Customised footer, header or frame features in Premier’s event photographs are a chargeable addition. All event photographs carry a ‘Premier Sports’ watermark.
(c) Premier will select and edit a number of photographs that Premier photographers take during the event and provide these to the Customer by way of a download link, within 48hrs of the relevant event (Publicity Pack). The Publicity Pack is made-up of non-commissioned photographs and will therefore not specifically be of any determined subject. This Publicity Pack aspect of the service is not guaranteed and not chargeable. Premier therefore accepts no liability in relation to the Publicity Pack.
(d) All General Photo Service photos carry the ‘Premier Sports’ watermark.
(e) Under the General Photo Service, the Customer will not have access to the photos and will not determine photo format or type of photos taken by Premier. Premier retains all Intellectual Property Rights in the General Photo Service photos.

10.2 Commissioned Photo Service:

(a) Premier will provide the agreed number of Premier photographers to Customer’s event to photograph according to Customer’s requirements, as set-out in the Order.
(b) Photos will be in high resolution (RAW format available on pre-request in the Order). Premier will process, edit and dispatch Commissioned Photo Service photos (Commissioned Photos) to Customer within 24hrs of the end of the event.
(c) Commissioned Photo Service photos are unwatermarked. All Intellectual Property Rights in the Commissioned Photos shall be owned by Customer.

10.3 Platform Only Service:

(a) Customer provides its own photographer(s) for a specific event, which has been identified as a Platform Only Service Event in the Order or otherwise agreed in writing by Premier (Platform Only Event).
(b) Premier will grant Customer with limited access to the online Premier Sports Photo Service platform (Platform) to upload its own photos for a Platform Only Event only (and not for other events organised by Customer) (Platform Only Photos). Access to the Platform for subsequent Platform Only Events must be agreed by Premier in writing.
(c) All Intellectual Property Rights in the Platform Only Photos shall be owned by Customer (or its licensors). Customer hereby grants Premier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify Platform Only Photos for the purpose of hosting and making available the Platform Only Photos to participants of the Platform Only Event.
(d) If, for whatever reason, Premier does not have access to the data of participants of the Platform Only Event (including bib number, name, gender, date of birth, contact details, email addresses or any other required information) (Participant Data), the Customer shall provide Premier with Participant Data for the purpose of identifying the photographed participant and making the Platform Only Photos available to the participant. Participant Data will be processed by Premier in accordance with the Premier Privacy Policy.
(e) Customer warrants that it has obtained all consents and permissions required under applicable laws (including data protection laws) to provide Premier with such Participant Data. Customer shall indemnify, defend and hold harmless Premier from any losses, claims or damages caused by its failure to obtain such consents or for breaching applicable law in relation to the Participant Data.
(f) Customer’s use of the Platform is subject to Premier’s Terms of Use.

11. Customer’s obligations

11.1 Products/ Services: The Customer shall:

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

11.2 Equipment. The Customer acknowledges that Premier shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify Premier on demand against the same. The Customer shall during the term Rental Period:

(a) ensure that the Equipment is kept and operated in a suitable environment, is used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by Premier;
(b) take such steps (including compliance with all safety and usage instructions provided by Premier) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and not causing risk to health;
(c) maintain at its own expense the Equipment in good and substantial repair in order to keep it in as good an operating condition as it was at the start of the Rental Period (fair wear and tear only excepted) and shall make good any damage to the Equipment;
(d) make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment;
(e) keep Premier fully informed of all material matters relating to the Equipment;
(f) not, without the prior written consent of Premier, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
(g) not use the Equipment for any unlawful purpose; and
(h) deliver up the Equipment at the end of the Rental Period or on earlier termination of this Contract at such address as Premier requires, or if necessary allow Premier or its representatives access to the Customer’s Site or any premises where the Equipment is located for the purpose of removing the Equipment.

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

(a) without limiting or affecting any other right or remedy available to it, Premier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Premier’s performance of any of its obligations;
(b) Premier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Premier’s failure or delay to perform any of its obligations as set out in this clause 9.3; and
(c) the Customer shall reimburse Premier on written demand for any costs or losses sustained or incurred by Premier arising directly or indirectly from the Customer Default.

12. Charges and payment (all Products and Services)

12.1 The price for Products:

(a) shall be the price set out in the Order or otherwise agreed between the parties in writing; and
(b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Products, which shall be invoiced to the Customer in addition.

12.2 The charges for Services shall be calculated on a time and materials basis and set out in the Order or otherwise agreed between the parties in writing. Premier shall be entitled to charge the Customer:

(a) an overtime rate of 20% of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours agreed in the Order; and
(b) for any expenses reasonably incurred by the individuals whom Premier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Premier for the performance of the Services, and for the cost of any materials.

12.3 The Customer shall pay the “Rental Payments” (as set-out in the Order) to Premier for the hire of the Equipment.
12.4 Invoices are raised upon receipt of approved quotation/LPO. Payment terms are indicated on invoice.
Products must be fully paid prior to dispatch. Exceptions may be made where the invoice value is guaranteed against event registration revenue held by Premier. In all cases all services and products made for a specific event must be settled in full prior to disbursement of any event revenue held by Premier.
12.5 The Customer shall pay each invoice submitted by Premier:

(a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by Premier and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by Premier.

12.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Premier to the Customer, the Customer shall, on receipt of a valid VAT invoice from Premier, pay to Premier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Products at the same time as payment is due for the supply of the Services or Products.
12.7 If the Customer fails to make a payment due to Premier under the Contract by the due date, then, without limiting Premier’s remedies under clause 17 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 12.7 will accrue each day at 4% a year above the National Bank of Abu Dhabi’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
12.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

13. Intellectual property rights

13.1 All Intellectual Property Rights in or arising out of or in connection with the Services, the Products or the Equipment (including the Premier trade marks and other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Premier or its licensors (as applicable).
13.2 Premier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy [and modify] the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables [in its business].
13.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 13.2.
13.4 The Customer grants Premier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to Premier for the term of the Contract for the purpose of providing the Services to the Customer.

14. Data protection

14.1 Both parties will comply with all applicable data protection laws and regulations.
14.2 Premier will own data (including all personal data) which it gathers in the course of providing the Good and Services. Information on types of personal data that we collect, and how we use such data, are set out in our Privacy Policy.

15. Confidentiality

15.1 Each party undertakes that it shall not at any time during the Contract, and for a period of three (3) years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.2.
15.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 14 and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

16. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

16.1 The restrictions on liability in this clause 16 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
16.2 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.

16.3 Subject to clause 16.2, Premier’s total liability to the Customer shall not exceed:

(a) in the case of liability related to Products, the value of Products;
(b) in the case of liability related to Services, the value of Services; and
(c) in the case of liability related to Equipment, the value of the Equipment;
in each case, such value under the Contract in the previous 12 months.

16.4 Premier shall not be liable for consequential, indirect or special losses, including the following types of loss, which are wholly excluded:

(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss of or damage to goodwill; and
(vii) indirect or consequential loss.

16.5 Unless the Customer notifies Premier that it intends to make a claim in respect of an event within the notice period, Premier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event and shall expire six (6) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
16.6 This clause 16 shall survive termination of the Contract.

17. Termination

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

(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within thirty (30) days after receipt of notice in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

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

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

17.3 Without affecting any other right or remedy available to it, Premier may suspend the supply of Services or all further deliveries of Products or Equipment under the Contract or any other contract between the Customer and Premier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 17.1(b) to clause 17.1(d), or Premier reasonably believes that the Customer is about to become subject to any of them.

18. Consequences of termination

18.1 On termination of the Contract:

(a) the Customer shall immediately pay to Premier all of Premier’s outstanding unpaid invoices and interest and, in respect of Services, Products and Equipment supplied but for which no invoice has been submitted, Premier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of Premier Materials or Products which have not been fully paid for. If the Customer fails to do so, then Premier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(c) Premier’s consent to the Customer’s possession of the Equipment shall terminate and Premier may, by its authorised representatives, without notice and at the Customer’s expense, retake possession of the Equipment and for this purpose may enter the Customer’s Site or any premises at which the Equipment is located; and
(d) without prejudice to any other rights or remedies of the Customer, the Customer shall pay to Premier on demand:

(i) all Rental Payments and other sums due but unpaid at the date of such demand together with any interest accrued; and
(ii) any costs and expenses incurred by Premier in recovering the Equipment and/or in collecting any sums due under this Contract (including any storage, insurance, repair, transport, legal and remarketing costs).

18.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and 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 Contract which existed at or before the date of termination or expiry.
18.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
18.4 The sums payable pursuant to clause 18.1 shall be agreed compensation for Premier’s loss and shall be payable in addition to the sums payable under the Contract. Such sums may be partly or wholly recovered from any Deposit.
18.5 Termination or expiry of this Contract 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 Contract which existed at or before the date of termination or expiry.

19. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event).

20. General

20.1 Assignment and other dealings

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

20.2 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by next Business Day delivery service at its principal place of business; or
(ii) sent by email to the address specified in in the Order.

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt;
(ii) if sent by next Business Day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
(iii) if sent by email, at the time of transmission, or, if this time falls outside of a Business Day, when the next Business Day resumes.

(c) This clause 20.2 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.

20.3 Severance. If any provision or part-provision of the Contract 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 20.3 shall not affect the validity and enforceability of the rest of the Contract.
20.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
20.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
20.6 Entire agreement. The Contract 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.
20.7 Third parties’ rights. Unless it expressly states otherwise, the Contract does not give rise to any third party rights, including under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
20.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
20.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
20.10 Jurisdiction. Each party irrevocably agrees that the courts of Dubai International Financial Centre will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.