STORY HOUSE COLLECTIVE RENTAL TERMS & CONDITIONS
Equipment Hire Contract
1.1 The following definitions and rules of interpretation apply in this Contract.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Customer: the person or company ordering the Equipment as specified on the Order Form.
Commencement Date: the date on which the Story House Collective Ltd. accepts the Customer’s Order.
Conditions: the terms and conditions set out in this document.
Consumer: as defined by the Consumer Rights Act 2015, that is to say an individual who hires the Equipment for his/her personal use and for purposes wholly or mainly outside the purposes of any business, trade, craft, or profession carried on by the Customer or any other person/organisation.
Contract: the contract between Story House Collective Ltd. and Customer for the hire of the Equipment in accordance with these Conditions.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Delivery: the delivery of the Equipment to the Customer at the Delivery Location.
Delivery Date: the date specified on the Order Form.
Delivery Location: the address specified on the Order Form.
Equipment: the items of equipment listed on the Order Form, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.
Story House: means Story House Collective Ltd., a company registered in England and Wales with company number 12686273 and whose registered address is 39 Cranford Road, Wilmslow, England, SK9 4DX.
Order Form: the online order form on the Website.
Personal Data: means information that is protected under the GDPR and Data Protection Act 2018.
Rental Fee: the payment made by or on behalf of the Customer for hire of the Equipment as set out on the Order Form or Website as the case may be.
Rental Period: the period of hire as set out on the Order Form.
Risk Period: the period during which the Equipment is at the sole of the risk of the Customer as set out in clause 7.2.
Total Loss: the Equipment is, in Story House’s reasonable opinion or the opinion of its insurer(s), damaged beyond repair, lost, stolen, seized or confiscated.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
Website: the Story House website at www.storyhousepro.co.uk or such other website from which the Customer can hire the Equipment.
1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Contract.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assignments.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to writing or written includes email.
1.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
2. Equipment hire
2.1 Story House shall hire the Equipment to the Customer subject to the Conditions.
2.2 Story House shall not, other than in the exercise of its rights under this Contract or applicable law, interfere with the Customer’s quiet possession of the Equipment.
3. Contract Formation
3.1 These Conditions apply to the Contract to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3.2 The submission of the Order Form by Customer constitutes an offer by Customer to hire the Equipment in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order, submitted by the Customer are complete and accurate.
3.3 The Order shall only be deemed to be accepted when Story House notifies the Customer that the Equipment has been dispatched, at which point the Contract shall come into existence.
3.4 Any quotation for the hire of the Equipment, whether in writing, via the Website or any other method, given by Story House shall not constitute an offer. Any such quotation shall only be valid for a period of 10 Business Days from its date of issue
4. Rental Period
4.1 The Rental Period starts on the Commencement Date and shall continue for the period specified on the Order Form unless and until this Contract is terminated earlier in accordance with its terms.
5. Rental Fee and Deposit
5.1 The Customer shall pay the Rental Fee to Story House on or before the Commencement Date. The Rental Fee shall be paid in English Stirling and shall be made via the Website payment portal.
5.2 The Rental Fee is exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Customer at the rate and in the manner from time to time prescribed by law.
5.3 All amounts due under this 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).
5.4 If the Customer fails to make a payment due to Story House under this Contract by the due date, then, without limiting Story House’s remedies under clause 12, the Customer shall 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 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.5 If one has been requested, The Deposit is a deposit against default by the Customer of payment of any Rental Payment or any loss of or damage caused to the Equipment. In addition to the Rental Fee, the Customer shall, when submitting the Order Form, pay the Deposit to Story House. If the Customer causes any loss or damage to the Equipment (in whole or in part), Story House shall be entitled to apply the Deposit against such default, loss or damage. The Customer shall pay to Story House any sums deducted from the Deposit within ten Business Days of a demand for the same. The Deposit (or balance of the Deposit) shall be refundable within five Business Days of the end of the Rental Period.
6.1 Delivery shall be made via registered postal or courier service requiring a signature (or where a signature is not available, via a secure method of delivery. Story House shall use all reasonable endeavours to effect Delivery by the Delivery Date but time shall not be of the essence for Delivery or for any other obligation of Story House. Risk shall transfer in accordance with clause 7.2 of this Contract.
6.2 The Customer shall procure that the Customer or a duly authorised representative of the Customer shall be present at the Delivery of the Equipment. Acceptance of Delivery by such representative shall constitute conclusive evidence that the Customer has examined the Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended (save as regards any latent defects not reasonably apparent on inspection). If required by Story House, the Customer’s duly authorised representative shall sign a receipt confirming such acceptance.
6.3 If the Customer fails to accept delivery of the Equipment on the Delivery Date and on one additional Delivery attempt, then, except where such failure is caused by Story House’s failure to comply with its obligations under this Contract the Equipment shall be deemed to have been delivered at 9.00 am on the Delivery Date.
7. Title, risk and insurance
7.1 The Equipment shall at all times remain the property of Story House, 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 the terms and conditions of this Contract).
7.2 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 Story House. During the Rental Period and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:
- Insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as Story House may from time to time nominate in writing.
- Insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as Story House may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment.
- Insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as Story House may from time to time consider reasonably necessary and advise to the Customer in writing.
7.3 The Customer shall give immediate written notice to Story House 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.
7.4 If the Customer fails to effect or maintain any of the insurances required under this Contract, Story House shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer.
7.5 The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to Story House and proof of premium payment to Story House to confirm the insurance arrangements.
8. The Customer’s responsibilities
8.1 The Customer shall during the term of this Contract:
- Ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner staff in accordance with any operating instructions provided by Story House, including but not limited to, not using the Equipment in during adverse weather conditions.
- Take such steps (including compliance with all safety and usage instructions provided by Story House as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained.
- 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 on the Delivery Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Equipment.
- Make no alteration to the Equipment and shall not remove any existing component (or components) from the Equipment. Title and property in all substitutions, replacements, renewals made in or to the Equipment shall vest in Story House immediately on installation.
- Keep Story House fully informed of all material matters relating to the Equipment.
- At all times keep the Equipment in the possession or control of the Customer and keep Story House informed of its location.
- Not use the Equipment for the streaming, filming or otherwise in any way the provision of, any illegal or prohibited activities.
- Not use the Equipment to stream any copyrighted material or material otherwise protected by any civil, federal or other law, in any jurisdiction, without the consent of the owner of said material.
- Permit Story House or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter the Delivery Location or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection.
- Not, without the prior written consent of Story House, 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.
- Not without the prior written consent of Story House, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building. If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed without material injury to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify Story House against all losses, costs or expenses incurred as a result of such affixation or removal.
- Not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Customer shall notify Story House and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify Story House on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation.
- Not use the Equipment for any unlawful purpose.
- Ensure that at all times the Equipment remains identifiable as being Story House’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment or where a sticker (or other identifier) is attached, not remove that sticker or identifier.
- Deliver up the Equipment at the end of the Rental Period to such address as Story House requires, or if necessary allow Story House or its representatives access to the Delivery Location or any premises where the Equipment is located for the purpose of removing the Equipment.
- Not do or permit to be done anything which could invalidate the insurances referred to in clause 7.2.
9.1 In this clause, a reference to Story House shall include Story House’s subsidiaries, and the provisions of this clause shall be for the benefit of Story House and each such subsidiary, and shall be enforceable by each such subsidiary, in addition to Story House.
9.2 The Customer shall indemnify Story House against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Story House arising out of or in connection with:
- Any breach of the obligations contained in clause 8.
- The Customer’s breach or negligent performance or non-performance of this Agreement.
- The enforcement of this Agreement.
- Or any claim made against Story House for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the use of the Equipment or in connection with the use of the Equipment.
9.3 The Customer acknowledges that Story House 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 shall indemnify Story House in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Story House arising out of, or in connection with any failure by the Customer to comply with the terms of this Contract
10.1 Story House warrants that the Equipment shall substantially conform to its specification (as made available by Story House), be of satisfactory quality and fit for any purpose held out by Story House. Story House shall use reasonable endeavours to remedy, free of charge, any material defect in the Equipment which manifests itself within 24 hours from Delivery, provided that:
- The Customer notifies Story House of any defect in writing within 24 hours of the defect occurring or of becoming aware of the defect.
- Story House is permitted to make a full examination of the alleged defect.
- The defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than Story House’s authorised personnel
- The defect did not arise out of any information, design or any other assistance supplied or furnished by the Customer or on its behalf.
- The defect is directly attributable to defective material, workmanship or design.
10.2 Insofar as the Equipment comprises or contains equipment or components which were not manufactured or produced by Story House, the Customer shall be entitled only to such warranty or other benefit as Story House has received from the manufacturer.
10.3 If Story House fails to remedy any material defect in the Equipment in accordance with clause 10.1, Story House shall, at the Customer’s request, accept the return of part or all of the Equipment and make an appropriate reduction to the Rental Payment payable during the remaining term of the Contract and, if relevant, return any Deposit (or any part of it). If the Customer is a Consumer, clause 10.4 shall apply in substitution for clause 10.1 and 10.2
10.4 Story House is required by law to provide Consumers with goods that are of satisfactory quality, fit for purpose, and in accordance with descriptions, samples, models and other pre-contract information provided by Story House. If the Customer discovers any damage (pre-existing) or fault with the Equipment during the Hire term, the Customer should inform the Story House as soon as is reasonably possible. Story House shall use all reasonable endeavours to provide a suitable replacement or, if a repair is possible without causing the Customer any inconvenience, Story House will repair the Equipment (or have it repaired). If Story House is unable to replace or repair the Equipment (or have it repaired), or if the Customer would prefer to reject the damaged or faulty Equipment, whether before or after a repair or replacement (if the replaced or repaired Equipment is still damaged or faulty), Story House will offer the Customer a refund equal to the remaining, unused part of the Hire term. Any refund due to the Customer will be made as soon as is reasonably possible, and in any event within 14 calendar days of the date on which Story House agrees that the Customer is entitled to a refund. Refunds will be made using the same payment method originally used by the Customer unless the Customer specifically requests a different method.
11. Limitation of liability
11.1 The restrictions on liability in this clause 11 apply to every liability arising under or in connection with this Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.2 Nothing in this Contract limits any liability which cannot legally be limited including liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 8 of the Supply of Goods (Implied Terms) Act 1973;
- any matter in respect of which it would be unlawful for the parties to exclude or restrict liability.
11.3 Subject to clause 11.2, Story House’s total liability to the Customer shall not exceed the Equipment Fee.
11.4 Subject to clause 11.2, Story House shall not be liable under this Contract for any:
- Loss of profits;
- Loss of sales or business;
- Loss of agreements or contracts;
- Loss of anticipated savings;
- Loss of use or corruption of software, data or information;
- Loss of or damage to goodwill; and
- Indirect or consequential loss.
11.5 Subject to clause 11.2, all implied terms and conditions as to the quality or performance of the Equipment and any other goods or services provided under this Contract are, to the fullest extent permitted by law, excluded from this Contract.
11.6 Nothing in these Conditions seeks to exclude or limit Story House’s liability with respect to the Customer’s rights as a Consumer. For more information on the Customer’s legal rights and remedies as a Consumer, it is recommended that the Customer contacts their local Citizens Advice.
12.1 Without affecting any other right or remedy available to it, Story House may terminate this Contract with immediate effect by giving notice to the Customer if:
- The Customer fails to pay any amount due under this Contract on the due date for payment;
- The Customer commits a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 24 hours after being notified to do so;
- The Customer repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;
- The Customer takes any step or action in connection with entering bankruptcy, 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 the Customers 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. Or if the Customer is a Consumer, if any proceedings are commenced relating to the Customers insolvency or possible insolvency.
12.2 For the purposes of clause 12.1(b), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which Story House would otherwise derive from:
- A substantial portion of this Contract; or
- Any of the obligations set out in clause 8, over the term of this Contract.
In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
12.3 This Contract shall automatically terminate if a Total Loss occurs in relation to the Equipment.
13. Consequences of termination or expiry
13.1 On expiry or termination of this Contract, however caused:
- Story House’s consent to the Customer’s possession of the Equipment shall terminate;
- Story House may, by its authorised representatives, without notice and at the Customer’s expense, if the Customer is not a Consumer, retake possession of the Equipment and for this purpose may enter the Delivery Location or any premises at which the Equipment is located; and
- without prejudice to any other rights or remedies of the Customer, the Customer shall pay to Story House on demand:
- all Rental Payment and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 5.4; and
- any costs and expenses incurred by Story House in recovering the Equipment or in collecting any sums due under this Contract (including any storage, insurance, repair, transport, legal and remarketing costs).
13.2 On termination of this Contract pursuant to clause 12.1, any other repudiation of this Contract by the Customer which is accepted by Story House or pursuant to clause 12.3, without prejudice to any other rights or remedies of Story House, the Customer shall pay to Story House on demand a sum equal to the whole of the Rental Fee that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Rental Period, less:
- Story House’s reasonable assessment of the market value of the Equipment on sale.
13.3 The sums payable pursuant to clause 13.2 shall be agreed compensation for Story House’s loss and shall be payable in addition to the sums payable pursuant to clause 13.1(c). Such sums may be partly or wholly recovered from any Deposit.
13.4 Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect.
13.5 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 agreement which existed at or before the date of termination or expiry.
14. Force majeure
Story House shall not be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances, Story House shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for five days, Story House may, at its absolute discretion, terminate this Contract by giving five days’ written notice to the Customer.
15. Data Protection
15.1 The parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
15.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and Story House is the processor.
15.3 In providing the Equipment Story House works with other organisations who produce the Equipment and supply it to Story House. There may be occasions where Story House is required under its licences to provide certain information about the Customer to these organisations. By agreeing to these Conditions, the Customer consents to having its Personal Data provided to such organisations.
15.4 Story House may also collect Personal Data for statistical purposes. Such data will be used or disclosed only on an anonymous aggregated basis.
15.5 Story House may hold Personal Data relating to the transactions which the Customer enters into with them. Story House will disclose this Personal Data only insofar as to facilitate the provision of the Equipment provided to the Customer.
15.6 Any telephone calls made to Story House may be monitored or recorded. Such monitoring and reporting is used for training purposes and to track reported problems and to improve the service to the Customer.
15.7 Story House shall disclose Personal Data where it is compelled to do so by law.
16. Confidential information
16.1 Each party undertakes that it shall not at any time during this Contract, and for a period of five years after termination or expiry of this 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 16.2.
16.2 Each party may disclose the other party’s confidential information:
- to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with clause 15; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.3 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
17. Assignment and other dealings
This Contract is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract.
18. Entire agreement
18.1 This Contract together with the Order Form and any information expressly stated on the Website as forming part of 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.
18.2 Each party acknowledges that in entering into this Contract 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 Contract, the Website or on the Order Form. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
20. No partnership or agency
20.1 Nothing in this Contract 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.
20.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
21. Third party rights
Unless it expressly states otherwise, this Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
22.1 Any notice given to a party under or in connection with this Contract shall be in writing and shall be:
- delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business or if a Consumer, their home address; or
- sent by email to the address specified in the Order Form or on the Website.
22.2 Any notice shall be deemed to have been received:
- if delivered by hand, at the time the notice is left at the proper address;
- if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
- if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, where business hours resume. In this clause 22.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
22.3 This clause 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.
No failure or delay by a party to exercise any right or remedy provided under this Contract 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 such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
24. Rights and remedies
Except as expressly provided in this Contract, the rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
25.1 If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.
25.2 If any provision or part-provision of this Contract is deemed deleted under clause 25.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
26. Governing law
This 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 English law.
Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.