Rental Policy

These policies are agreed and signed upon (ONLY ONCE) before the first equipment pick up and remains valid for all future rentals. 

AGREED TERMS

Interpretation

The following definitions and rules of interpretation apply in this Agreement.

Business Day	means a day when the First Party is open for business
Deposit	means the deposit amount specified in the Invoice
Drop Off/Dropping Off/Dropped Off	means returning the Equipment by the Second Party to the Site or any other location specified by the First Party
Drop Off Date	means the date the Second Party returns the Equipment as specified in the Invoice or such other date as agreed upon with the First Party
Equipment	means the items of audio-visual and filming equipment and all related accessories as specified in the Invoice
Invoice	means the document executed by the Parties on receipt of an order for hiring the Equipment, which shall specify, inter alia, the type and quantity of Equipment to be hired by the Second Party, the Rental Period, the Rental Payment (including the Rental Payment date), the Deposit and any other special conditions specified by the First Party
Pick Up/Picking Up	means the transfer of physical possession of the Equipment to the Second Party at the Site or any other location specified by the First Party
Pick Up Date	means the date the Second Party collects the Equipment as specified in the Invoice or such other date as agreed upon with the First Party
Policy	means the First Party’s damage assessment policy, as amended from time to time, which is accessible on the First Party’s website at [Link for policy]
Rental Payment	means the amount payable by the Second Party to the First Party for hiring the Equipment as specified in the Invoice
Rental Period	means the period of hiring the Equipment as specified in the Invoice or agreed upon with the First Party
Risk Period	means period during which the Equipment is at the sole risk of the Second Party as set out in clause 6
Site	means the First Party’s premises at [Al Omariyoun St. 25, Betunia Palestine]
Total Loss	means the Equipment is, in the First Party’s reasonable opinion, damaged beyond repair, lost, stolen seized or confiscated

The Policy and the Invoice(s) form part of this Agreement and shall have effect as if set out in full in the body of this Agreement and any reference to this Agreement includes the Policy and the Invoice(s)

Equipment Hire

2.1 The First Party shall lend the Equipment to the Second Party for the Rental Period as specified in the Invoice subject to the terms and conditions of this Agreement.

The entering into this Agreement and the subsequent receipt of any order for hiring equipment shall create no obligation for the First Party to lease the equipment to the Second Party. The decision to lease equipment (including the type, quantity and period of hire) to the Second Party shall be subject to availability and any other considerations, as determined by the First Party in its sole discretion.

Upon the First Party’s acceptance of an order for hiring equipment by the Second Party, the Parties shall execute the Invoice, which shall be regarded as a legally binding instrument and shall form part of this Agreement.

Rental Period

The Rental Period starts at 5 A.M. on the Pick Up date and shall end on 5 A.M. on the Drop Off Date.

Drop Off by the Second Party shall be made no later than 5 A.M. on the Drop Off Date. The Second Party acknowledges and understands that Drop Off after 5 A.M. on the Drop Off Date shall result in automatically extending the Rental Period, and shall be subject to an additional day(s) rental charge, which the First Party shall have the right to deduct from the Deposit and/or collect directly from the Second Party.

In certain circumstances, and subject to the First Party’s sole and absolute discretion, the First Party may agree to Pick Up and/or Drop Off by the Second Party on different dates (e.g. early Pick Up and/or late Drop Off).

Rental Payment and Deposit

The Second Party shall pay the Rental Payment and shall hand over the Deposit to the First Party as specified the Invoice.

The Rental Payment is exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Second Party at the rate and in the manner from time to time prescribed by law.

All amounts due under this Agreement 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).

The Deposit is a deposit against default by the Second Party of returning the Equipment on the date specified in the Invoice or any loss of or damage caused to the Equipment. If the Second Party fails to return the Equipment on the date specified in the Invoice, or causes any loss or damage to the Equipment (in whole or in part), the First Party shall be entitled to apply the Deposit against such failure, loss or damage.

Assessment of damage to the Equipment and calculation of charges for repairing such damage (including replacement of any parts or components) is subject to the Policy. The Second Party irrevocably undertakes to abide by the Policy and any decisions issued by the First Party on the sums to be paid by the Second Party for any damage caused to the Equipment. The First Party shall have the right to deduct such sums from the Deposit or to demand immediate payment of such sums by the Second Party and the Second Party irrevocably undertakes to pay such sums to the First Party immediately on demand.

The Second Party shall pay to the First Party any sums deducted from the Deposit by the First Party within three (3) Business Days of a demand for the same. The Deposit (or balance of the Deposit) shall be refundable within ten (10) Business Days from the end of the Rental Period following examination of the Equipment by the First Party after Drop Off, and provided that the Equipment is returned on time and/or not damaged and/or missing any items, components, or parts.

Pick Up

Pick Up shall be made by the Second Party at the Site or any other location specified by the First Party on the Pick Up Date. The Second Party acknowledges and understands that the Rental Period shall commence at 5 A.M. on the Pick Up Date regardless of whether the Second Party makes Pick Up at that time and/or that day. Risk shall transfer in accordance with clause 6 of this Agreement.

Where applicable, the Second Party shall procure that a duly authorized representative of the Second Party shall be present at the Pick Up. The Second Party warrants that it, and any authorized representative on its behalf, are qualified technicians who are able to move, operate, store and install the Equipment in accordance with the Equipment manufacturer’s instructions. Pick Up by the Second Party or such representative of the Second Party shall constitute conclusive evidence that the Second Party has examined the Equipment and has found it to be in good condition and complete. The Second Party (including the Second Party’s representative) shall sign a receipt confirming such acceptance. By signing receipt confirming such acceptance and/or affecting Picking Up of the Equipment (i.e. by leaving the Site with the Equipment), the Second Party irrevocably acknowledges and undertakes that the Equipment are in good condition and free of any apparent or latent defects.

Title and Risk

The Equipment shall at all times remain the property of the First Party, and the Second Party shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment during the Rental Period subject to the terms and conditions of this Agreement).

The risk of loss, theft, damage or destruction of the Equipment shall pass to the Second Party on Delivery. The Equipment shall remain at the sole risk of the Second Party during which the Equipment is in the possession, custody or control of the Second Party (Risk Period) until such time as the Equipment is Dropped Off to the First Party at the Site or any other location specified by the First Party.

The Second Party’s Responsibilities

The Second Party shall during the Rental Period (including any period in which the Equipment is in the Second Party’s possession):

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 by trained competent staff in accordance with any operating instructions issued by the Equipment’s manufacturer and/or by the First Party;

Take such steps 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 by a person at work;

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, including replacement of worn, damaged and lost parts, and shall make good any damage to the Equipment, provided that the First Party’s prior written consent is obtained prior to such repairs and/or replacement;

Make no alteration to the Equipment and shall not remove any existing component (or components) from the Equipment, including but not limited to, any stickers placed by the First Party unless, and provided that the First Party’s prior written consent was obtained, the component (or components) is (or are) replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved or advanced version of it. Title in all substitutions, replacements, renewals made in or to the Equipment shall vest in the First Party immediately on installation;

Keep the First Party fully informed of all material matters relating to the Equipment, and undertakes to immediately notify the First Party of any malfunction and/or alleged damage of any Equipment;

Ensure at all times that all persons moving, storing, handling, installing and operating the Equipment are suitably qualified persons who are adequately trained on moving, storing, handling, installing and operating the Equipment;

Permit the First Party or its duly authorized representative to inspect the Equipment at all reasonable times and for such purpose to enter any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;

Maintain operating and maintenance records of the Equipment and make copies of such records readily available to the First Party, together with such additional information as the First Party may reasonably require;

Not, without the prior written consent of the First Party, 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 the First Party, 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 Second Party shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify the First Party against all losses, costs or expenses incurred as a result of such affixation or removal;

Not do or permit to be done any act or thing which will or may jeopardize the right, title or interest of the First Party in the Equipment and, where the Equipment has become affixed to any land or building, the Second Party must take all necessary steps to recover the Equipment or at the First Party’s election, in its sole discretion, take all necessary steps to ensure that the First Party may enter such land or building and recover the Equipment both during the Rental Period (and/or the term of this Agreement and/or any relevant Invoice) and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favor of the First Party of any rights such person may have or acquire in the Equipment and a right for the First Party to enter onto such land or building to remove the Equipment;

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 Second Party shall notify the First Party and the Second Party shall at its sole expense use its best endeavors to procure an immediate release of the Equipment and shall fully indemnify the First Party on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation or seizure or partition of control/possession of the Equipment by the Second Party;

Not use the Equipment for any unlawful purpose;

Clear any and all images (in any form) and any data relating to the Second Party prior to the return of the Equipment. To that end, the Second Party authorizes the First Party to clear the Equipment of any and all images, content or data immediately upon return of the Equipment to the First Party. The Second Party acknowledges and understands that it shall be its sole responsibility and obligation to arrange for the safeguarding and storage of the Second Party’s images, content and/or data prior to the Drop Off;

Ensure that at all times the Equipment remains identifiable as being the First Party’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment; and

Drop Off the Equipment at the end of the Rental Period to the Site, or at such address as the First Party requires, or if deemed necessary by the First Party, to allow the First Party or its representatives access to any premises where the Equipment is located for the purpose of removing/retrieving the Equipment.

The Second Party acknowledges that the First Party 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 Second Party or its officers, employees, agents and contractors, and the Second Party shall fully indemnify the First Party 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 the First Party arising out of, or in connection with any failure by the Second Party to comply with its obligations in this clause 7.

No Warranty

The Second Party acknowledges and understands that it has selected the Equipment without relying upon any advice, suggestions or recommendations by the First Party and the Second Party understands and agrees that the First Party assumes no responsibility for the Equipment as being fit for any particular purpose. The Second Party agrees that the Equipment was selected solely by it.

The Equipment is rented to the Second Party without any warranty or guarantee of any kind, express or implied, and specifically, there is no warranty of merchantability or fitness for a particular purpose, and the First Party shall not be held responsible with respect to production downtime, loss of profits, extra expense, direct or indirect damages and/or production delays.

Limitation of Liability

In no event shall the First Party be responsible for any indirect, special, consequential or incidental damages or losses including, but not limited to, lost profits, lost business revenue, lost opportunity, loss of sales or business, loss of agreements or contracts revenue, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill or any other economic loss, or third party damages, whether direct or indirect. The First Party’s total liability, however arising and of whatever nature, shall not in any case exceed the amounts paid by the Second Party to the First Party under the relevant Invoice giving rise to such liability.

These limitations on the First Party’s liability shall survive the termination of this Agreement irrespective of the manner or method in which it is terminated.

Agreement Term and Termination

The term of this Agreement shall commence on the Effective Date and shall remain in effect indefinitely (the “Agreement Term”).

Termination for Breach. The First Party may terminate this Agreement and/or any Invoice forthwith by means of a fifteen (15) day prior notice in writing to the Second Party in the event that the Second Party breaches any of the terms specified in the relevant Invoice, and/or this Agreement (irrespective of the size, nature or materiality of such breach), and the Second Party fails to rectify the said breach within the notice period.

Total Loss of the Equipment. The First Party shall have the right to immediately terminate this Agreement and/or the relevant Invoice in the event of Total Loss, and the Second Party undertakes to fully indemnify the First Party from and against any and all direct and indirect damages, costs, claims and losses incurred as a result of the Total Loss.

Effect of Termination. Save as otherwise expressly stated in this Agreement, termination of this Agreement shall not result in the automatic termination of any effective Invoice(s), unless such Invoice(s) is terminated by the First Party in accordance with this Agreement. The Second Party’s obligations under this Agreement shall remain applicable following termination of this Agreement in so far as such obligations shall expressly survive termination of this Agreement and/or relate to the Equipment, in so far as any Invoice(s) remain valid following termination of this Agreement for any reason. The Second Party shall immediately return the Equipment to the First Party upon the termination of the revenant Invoice and undertakes to pay any late return charges (and/or irrevocably permits the First Party to deduct such late return charges from the Deposit) for the late delivery of the Equipment to the First Party.

Relationship of the Parties

Independent Contractors. Nothing in this Agreement shall be construed to create an employer-employee relationship between the First Party and the Second Party, or any of the Second Party’s shareholders, directors, agents, contractors, sub-contractors or employees (collectively the “Second Party’s Representatives”). The Second Party and all the Second Party’s Representatives are independent contractors and not employees nor agents/representatives of the First Party, its mother company or any of the First Party’s group companies, subsidiaries or affiliates. The Second Party will not, and shall ensure that the Second Party’s Representatives do not, represent to be or hold themselves out as employees, agents or representatives of the First Party. For the avoidance of doubt, nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between the Parties; including the Second Party’s Representatives.

The Second Party and all the Second Party’s Representatives have no authority to bind or obligate the First Party by contract or otherwise without the First Party’s prior written authorization. The Second Party shall not, and shall ensure that all the Second Party’s Representatives do not, make any representations or warranties to anyone with respect to the First Party without the First Party’s prior written authorization.

Entire Agreement and Amendment

This Agreement sets forth the entire understanding of the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter.

No provision of this Agreement, or any Invoices may be modified, altered or amended except by an instrument in writing executed and signed by the Parties hereto.

13. Compliance with Applicable Law

In the event that any term or provision of this Agreement should be determined to be inconsistent with the requirements of the applicable law, as in effect from time to time, that term or provision shall be deemed modified or deleted from this Agreement, if and solely to the extent necessary to comply with such applicable law.

Governing Law and Dispute Resolution

This Agreement (including any and all Invoices executed pursuant to it) and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of Palestine, conflict of law provisions are hereby expressly excluded.

Any controversy, dispute, or claim arising out of, in connection with, or in relation to the interpretation, performance or breach of this Agreement (including any and all Invoices executed pursuant to it) shall be referred to the courts of Ramallah, Palestine, which shall have the sole and exclusive jurisdiction over claims arising out of or in connection with this Agreement.

This clause shall survive termination of this Agreement.

Miscellaneous

Assignment. Neither Party shall have the right to assign or transfer any or all of its rights and/or obligations under this Agreement without the written consent of the other Party.

No waiver. A waiver by the First Party of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by the First Party to exercise any right or remedy provided under this Agreement 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 by the First Party of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

Non-solicitation. The Second Party shall refrain, during the Agreement Term and for a period of five (5) years thereafter, from hiring any person who is/was an employee/consultant under contract for the First Party, without the First Party’s prior written consent.

Severability. If any part of this Agreement is held to be invalid or unenforceable, such determination shall not invalidate any other provision of this Agreement.

Survival. Except as otherwise specifically provided herein, termination of this Agreement and/or any Invoice(s) for any reason shall not release the Second Party from any liability that at the time of termination has already accrued to the First Party hereto or which thereafter may accrue in respect of any act or omission prior to such termination, nor shall any such termination hereof affect in any way the survival of any right, duty, or obligation of the First Party hereto which is expressly stated elsewhere in any Invoice(s), this Agreement or by necessary implication should operate to survive termination hereof.

Force Majeure. Either Party shall be relieved from the performance of its obligations under this Agreement for a period that is reasonable under the prevailing circumstances, if the failure or delay thereof is caused by any unforeseeable events or circumstances beyond such Party’s control such as acts of God, riot, strike, war, (including political instability which may result in war or other strife placing employees or those under either Party’s control in potential danger) fire, explosion, natural disasters, embargo, requisition or other reasons beyond its reasonable control and of which the Party was neither aware at the time of signature of this Agreement nor responsible for at the time of its occurrence and which the Party could not have reasonably foreseen and guarded against. The Party wishing to claim relief by reason of any such circumstance shall notify the other Party in writing without delay on the intervention and on the cessation thereof. For the avoidance of doubt, the existence of a force majeure event pursuant to this clause shall not affect the Second Party’s payment obligations under any Invoice(s) and/or this Agreement.

Notices. Every notice or other communication provided for in this Agreement to be given by one Party to the other shall, unless otherwise agreed, be made in writing and may be made by letter, fax or email, or other electronic communication system agreed between the Parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed in duplicate, and to be effective as of the date first written above.