These terms and conditions of sale (“Terms”) apply to the sale of goods (“Goods”) by Prolo Ltd (15801023) (“Prolo”, “we”, “us”, or “our”) to you (“Customer”, “you”, or “your”). By placing an order to hire Goods, you agree to be bound by these Terms. When hiring Goods, these Terms prevail over any terms or conditions contained in or referred to in your order or correspondence, or implied by law, trade custom, or course of dealing, including our terms and conditions for the purchase of Goods, unless we agree otherwise in writing.

1. DEFINITIONS
   • 1. In these Terms, the following defined terms mean:

“Contract” means the Contract between us and you, as Hirer, for the hire of Plant, which incorporates the Offer and is governed by these Terms.

“Hire Period” means the period starting when either the Plant leaves our depot or place where last employed; and will continue until the Plant is received back at our named depot or other agreed location. For the avoidance of doubt the Hire Period includes any time the Plant is being transported to or from our site; or is left on site during evenings, nights, weekends, or any Holiday Period.

“Hirer” means you, the person taking the our Plant on hire and includes your successors or personal representatives.

“Holiday Period” covers any cessation of work over Easter, Christmas, and the New Year, as well as any other Bank or Public holidays.

“Offer” is our offer to you to hire the Plant which will include details of the Plant to be hired, the Hire Period, relevant hire rates and charges and any supplementary conditions to be incorporated into the Contract, including terms relating to insurance that you may elect to purchase as part of your Offer.

“Plant” covers all classes of Plant, or replacement Plant, machinery, vehicles, equipment, accessories, and any ancillary items, welfare units, accommodation, vehicles,or equipment therefor, which we agree to hire to you, as Hirer, including any personnel, or anything which is supplied by us to effect the hire, and anything supplied by us for the safe operation and routine inspection and maintenance of the Plant.

“Working Day” means any week-day from 8am to 4.30pm that does not fall on a Holiday Period.

“Working Week” covers the period from Monday to Friday.

2. ACCEPTANCE OF PLANT

Acceptance of the Plant supplied by us implies acceptance of all terms and conditions.

3. UNLOADED AND LOADING
   • 1. You’re responsible for:
     • 1.1. ensuring clear access to and from your site;
     • 1.2. maintaining any access roads to your site (where applicable); and
     • 1.3. unloading and loading the Plant at the site or on the access road (unless we’ve agreed otherwise in writing).
   • 2. If we provide personnel to help with unloading or loading, they’ll be considered under your direction and control while carrying out this work. For all purposes connected with unloading and loading the Plant, our personnel will be regarded as your servants or agents (though this doesn’t affect the provisions in clause 12). You’ll be solely responsible for all claims arising from the unloading or loading of the Plant by, or with the assistance of, these personnel.
4. DELIVERY IN GOOD ORDER AND MAINTENANCE
   • 1. Acceptance of condition. You must notify us within 24 hours of the Hire starting if the Plant is not in good condition or doesn’t meet the Contract terms. If we don’t hear from you within this time, we’ll assume the Plant was satisfactory when delivered (except for hidden faults or faults that couldn’t reasonably be spotted during a normal inspection). Where the Plant needs to be assembled on site, the 24-hour period starts from when assembly is completed. You’re responsible for:
     • 1.1. keeping the Plant safe and secure;
     • 1.2. using it in a proper workmanlike manner;
     • 1.3. operating it within the manufacturer’s rated capacity;
     • 1.4. following the manufacturer’s and our operating recommendations; and
     • 1.5. returning it in the same good condition at the end of the Hire Period (allowing for fair wear and tear).
   • 2. Monitoring Plant condition. When you hire Plant without our operator or driver, you must take all reasonable steps to stay informed about the Plant’s state and condition. If you continue to use the Plant when it’s in an unsafe or unsatisfactory condition, or in an unsafe environment, you’ll be solely responsible for any damage, loss, costs, expenses, or accidents that result, whether directly or indirectly.
   • 3. Inspection reports. If you request it, we’ll provide any inspection report (or a copy) required under relevant legislation. You must return this when the Hire Period ends.
5. SERVICING AND INSPECTION
   • 1. You must allow us, our agents, or our insurers reasonable access to the Plant at any reasonable time to inspect, test, adjust, repair, or replace it. You must provide this access during the Working Day.
   • 2. We reserve the right to charge you for any inspection or maintenance work we carry out on the Plant during the Hire Period.
6. GROUND AND SITE CONDITIONS
   • 1. In respect of your site, we’ll assume that you have knowledge of:
     • 1.1. the site and its access roads;
     • 1.2. the property or land where the Plant will be delivered, collected, loaded, unloaded, used, or transported;
     • 1.3. whether the ground is suitable for the Plant to work on, travel over, or be erected or dismantled on; and/or
     • 1.4. any electronic interference that may affect the Plant.
   • 2. If you believe the ground (including any private access road or track) is soft or unsuitable for the Plant, you must supply and lay suitable support materials in an appropriate position for the Plant. If we provide any support materials, these are only to assist you in meeting your obligations under this clause. This doesn’t relieve you of your legal, regulatory, or contractual responsibilities to ensure the Plant is adequately stable.
   • 3. When hiring Plant:
     • 3.1. you’re responsible for protecting, and liable for any damage to:
       • 3.1.1. underground, surface, or above-ground services and utilities (including but not limited to cables, ducts, water pipes, and gas lines); and
       • 3.1.2. any pavements, bridges, tunnels, and roadways on or adjacent to the site; and
     • 3.2. you must liaise with and comply with all requirements of the relevant statutory authority or similar body as necessary.

7. HANDLING OF PLANT
   • 1. Our drivers, operators, or personnel
     • 1.1. When we supply a driver, operator, or other person with the Plant, we’ll ensure they’re competent to operate the Plant or carry out the purpose for which they’re supplied. However, while on site, they’ll be under your direction and control.
     • 1.2. For all purposes connected with operating the Plant, our drivers, operators, or personnel will be regarded as your servants or agents (though this doesn’t affect the provisions in clause 13). You’ll be solely responsible for all site costs and claims arising from the operation of the Plant by these drivers, operators, or personnel.
   • 2. Restrictions on who can operate the Plant. When hiring Plant with personnel supplied by us, you must not allow anyone else to operate the Plant without our prior written consent.
   • 3. Scope of work for our personnel. Our drivers, operators, or personnel must not operate any other plant or machinery, or undertake any work other than what they were supplied to do, unless we and you have previously agreed this in writing.
8. BREAKDOWN, REPAIRS AND ADJUSTMENT
   • 1. Reporting breakdowns
     • 1.1. You must notify us immediately if the Plant breaks down, works unsatisfactorily, or is damaged, and confirm this in writing. We’ll only consider any claim for breakdown time from the date and time we receive and acknowledge your written notification.
   • 2. Hire charge allowances for breakdown
     • 2.1. We’ll give you a full allowance against the hire charges set out in the Offer for any stoppage due to:
       • 2.1.1. breakdown caused by an inherent fault or a fault that couldn’t reasonably be spotted during examination;
       • 2.1.2. fair wear and tear; and/or
       • 2.1.3. normal running repairs.
     • 2.2. We’ll give you an allowance for breakdown time, but only up to the hours remaining in that Working Day after deducting the hours you actually worked.
   • 3. Restrictions on repairs and modifications
     • 3.1. You must not repair, modify, or alter the Plant without our prior written permission (this includes changing or repairing any tyre or puncture).
     • 3.2. Where applicable, you’re responsible for all costs involved in changing or replacing any tyre (which must be of equivalent specification as approved by us) and for repairing any puncture.
   • 4. Responsibility for breakdown costs
     • 4.1. You’ll be responsible for all expenses arising from any breakdown, unsatisfactory working, or damage to the Plant if this is due to your negligence, misdirection, or misuse (whether by you or your servants). You’ll also need to pay hire charges at the idle time rate (as defined in clause ) while the Plant is necessarily idle due to such breakdown, unsatisfactory working, or damage.
     • 4.2. You’re responsible for the cost of spares and repairs due to theft, loss, or vandalism of the Plant.
     • 4.3. We’ll be responsible for the cost of repairs (including the cost of spares) for breakdowns from all other causes.

9. OTHER STOPPAGES
   • 1. We won’t accept any claims for stoppages (other than those allowed under clause 7 or clause 19) that are caused by factors outside our control. This includes, but is not limited to, adverse weather and ground conditions.
   • 2. You’ll be solely responsible for the cost and expense of recovering any Plant from soft or unsuitable ground or a hazardous environment.
10. LOSS OF OTHER PLANT DUE TO BREAKDOWN
    • 1. Each item of Plant specified in the Contract is hired as a separate unit. If one or more units or vehicles break down or stop working (whether they belong to us or not), for any reason whatsoever, you won’t be entitled to compensation or allowance for the loss of working time by any other unit or units of Plant working alongside it.
    • 2. However, where two or more items of Plant are expressly hired together as a unit, those items will be treated as one unit for the purpose of breakdown.
11. LIMITATION OF LIABILITY

Except for liability that we’ve expressly accepted in the Contract (including these clauses):

• 1. We have no liability or responsibility for any loss or damage of whatever nature caused by or arising from anything beyond our reasonable control as related to your hire.
• 2. We have no liability or responsibility (whether by way of indemnity, breach of contract, breach of statutory duty, misrepresentation, or through any tort including negligence) in connection with the hire for your:
  • 2.1. loss of profit;
  • 2.2. loss of use of the Plant or any other asset or facility;
  • 2.3. loss of production or productivity;
  • 2.4. loss of contracts with any third party;
  • 2.5. liabilities of whatever nature to any third party; and
  • 2.6. any other financial or economic loss, or indirect or consequential loss or damage of whatever nature.
• 3. Whenever the Contract (including these clauses) provides that we’ll make an allowance against hire charges, that allowance will be your only remedy for the circumstances that gave rise to it. This remedy will be limited to the amount of hire charges that would otherwise be or become due if we hadn’t made the allowance.
• 4. For clarity, nothing in these Terms limits or seeks to exclude our liability for:
  • 4.1. death or personal injury caused by our negligence;
  • 4.2. Fraud; or
  • 4.3. any other liability that we’re not legally permitted to limit or exclude.

12. YOUR RESPONSIBILITY FOR LOSS AND DAMAGE
    • 1. For clarity, nothing in this clause affects the operation of clauses 3, 4, 7 and 8 of these Terms.
    • 2. Throughout the Hire Period (which includes any time the Plant is left on site during a Holiday Period), you’ll be liable for all loss of or damage to the Plant, subject to the provisions in clause 12.1 above.
    • 3. You must also fully and completely indemnify us and any personnel we supply against all claims by any person for injury to person or property caused by, in connection with, or arising from the storage, transit, transport, unloading, loading, or use of the Plant during the Hire Period. This applies whether claims arise under statute or common law.
    • 4. If the Plant is lost or damaged, we’ll continue charging hire at idle time rates (as defined in clause 19) until we’ve agreed a settlement. You must pay the settlement within 21 calendar days of the agreement date, or we can reinstate idle time charges from that agreement date. If we reinstate idle time charges, the agreed settlement figure remains payable in full.
    • 5. For clarity, even if we agree to waive hire charges after an agreed period of Plant use, your obligations under clause 11.2 continue for the entire Hire Period.
    • 6. Subject to clause 6, you won’t be responsible for damage, loss, or injury:
      • 6.1. Before delivery of the Plant to the site (or, where the site isn’t immediately adjacent to a public highway, before the Plant leaves that highway) when it’s in transit by our transport or transport we’ve arranged.
      • 6.2. During erection and/or dismantling of any Plant that requires complete physical erection/dismantling on your site, provided this work is under our or our agent’s exclusive control.
      • 6.3. After the Plant has been safely removed from the site and until it’s in transit on a public highway (or, where the site isn’t immediately adjacent to a public highway, after it has safely joined that highway, including on the site’s access road) by our transport or transport we’ve arranged. This exception doesn’t apply when the Plant is on a public highway (or access road) during the hire and you’re using it.
      • 6.4. When the Plant is travelling to or from a site on a public highway (or, where the site isn’t immediately adjacent to a public highway, before leaving or after joining that highway, including on the site’s access road) under its own power with a driver we’ve supplied. This exception doesn’t apply when the Plant is on a public highway (or access road) during the hire and you’re using it.

13. NOTICE OF ACCIDENTS
    • 1. If the Plant is involved in any accident that results in injury to persons or damage to property, you must:
      • 1.1. notify us immediately by telephone; and
      • 1.2. confirm this in writing to us no later than 24 hours after the telephone notification.
    • 2. For any claim where you’re not required to fully indemnify us, you must not make any admission of liability, offer, promise of payment, or indemnity without our prior written permission.
14. CHANGE OF SITE

You must not move the Plant from the site where it was delivered or to which it was consigned without our prior written permission.

15. RETURN OF PLANT FOR REPAIRS
    • 1. If we decide during the Hire Period that urgent repairs to the Plant are necessary, we may arrange for these repairs to be carried out on site or at any location we choose.
    • 2. Without affecting the provisions of clauses 8 and/or 11:
      • 2.1. If urgent repairs are necessary, we’ll replace the Plant with similar Plant if available, and we’ll pay all transport charges involved.
      • 2.2. If we’re unable to replace the Plant, we can terminate the Contract immediately by giving you written notice. If we terminate:
        • 2.2.1. within three months of the Hire Period starting, we’ll pay all transport charges involved; or
        • 2.2.2. more than three months after the Hire Period starting, we’ll only be liable for the cost of reloading and return transport.

16. BASIS OF CHARGING
    • 1. Recording working hours
      • 1.1. You must provide us with an accurate statement of the number of hours the Plant has worked each day for each Working Week. When we supply any personnel, operator, or driver, you must sign their time record sheets. Your representative’s signature will bind you to accept the hours shown on the time record sheets.
      • 1.2. Where applicable, we may check the Plant’s telematics against your statement or the operator’s signed timesheet. If there’s any conflict, the telematics will take precedence over all other records. (If there’s any conflict between the signed timesheet and any other record, the signed timesheet takes precedence.)
    • 2. Hire arrangements and charges.
      • 2.1. Plant will be hired out either on a Working Day, Working Week or hourly basis.
      • 2.2. In cases where you hire Plant by the Working Day or Working Week for a minimum number of days/weeks, we’ll charge the full hire for the period stated in the Contract based on the Working Day or Working Week. We’ll make an additional pro rata charge for any hours worked beyond this period. We’ll make an allowance for breakdowns up to the entirety of that Working Day, provided that where the actual hours worked exceed the breakdown time, we’ll charge for the actual hours worked. For this purpose, idle time will be treated as actual working time. We may make an allowance for any Holiday Period that falls within the Working Day or Working Week, provided the Plant isn’t available for you to use during that time.
      • 2.3. In cases where you hire Plant by the hour, we’ll charge the full daily rate regardless of the hours worked, except when there’s a breakdown we’re responsible for. In that case, we’ll charge the actual hours worked as a proportion of the average Working Day. We won’t charge hire for Saturday and/or Sunday unless, at your request, the Plant is:
        • 2.3.1. actually worked;
        • 2.3.2. has been delivered to site; or
        • 2.3.3. is on standby.
      • 3. You must inform us if you’re going to use the Plant at these times.
        • 3.1. Where we’ve agreed to charge “All-In” rates, the minimum period will be as defined in the Contract and in accordance with the hire rates and terms it contains, subject to the provisions of clause 20.
      • 4. Charges for training and inductions. You’ll be charged for any toolbox talks, briefings, inductions, or mandatory training that our personnel have to attend before or when working on your site.
      • 5. Tyre changes and puncture repairs. Stoppages for changing tyres and repairing punctures will be charged as working time up to a maximum of 2 hours for any one stoppage. Any time beyond this will be charged at the appropriate idle time rates.
      • 6. Plant requiring dismantling. For Plant that needs to be dismantled for transportation, if we agree to modify the hire charge for the time needed for assembling on site and dismantling when the Hire Period ends, we’ll state this modified hire charge and the Hire Period it applies to in the Offer/Contract.
      • 7. Payment terms. You must pay our invoice according to the payment terms therein unless we’ve agreed otherwise. We reserve the right to charge you for the late payment of any outstanding invoices under the Late Payment of Commercial Debts (Interest) Act 1998, or any subsequent legislation.
      • 8. Raising queries. You must raise any query about our invoice in writing within 14 calendar days of receiving it.
      • 9. Electronic records. To facilitate charges, we may, at our absolute discretion, agree to accept electronic records and data as an alternative to written statements of hours worked, time record sheets, and other charging-related information that you’re required to provide. These electronic records and data may include (but aren’t limited to) telematics automatically generated by the Plant and electronic log books.

17. PERIOD OF CHARGING
    • 1. Travelling time allowances. Within the Hire Period, we may make an allowance of up to 1 day’s hire charge each way for travelling time. If you use the Plant on the day of travelling, you’ll pay full hire rates for the period of use on that day. If more than 1 day is properly and unavoidably needed to transport the Plant, you’ll pay a hire charge at idle time rates for the extra time. However, where Plant is hired for a total period of less than one Working Week, you’ll pay the full hire rate from the date of dispatch to the date of return to our named depot or other agreed location.
    • 2. Delayed commencement. If you delay the commencement of the Hire Period for any reason, we reserve the right to charge you the idle time rate (as defined in clause 19) for the period in between.
    • 3. Unavailability for collection. If you don’t make the Plant available for collection as we’ve agreed, the Plant will immediately be deemed to be placed back on hire. You’ll be responsible for the safekeeping of the Plant in accordance with clause 12, and for all reasonable costs and expenses we incur in seeking to collect the Plant.
    • 4. Cleaning and decontamination. When the Hire Period ends, you must clean and, where necessary, decontaminate the Plant. All fuel and contaminants must be removed from bunds, storage tanks, and bowsers. You’ll be liable for any costs, liabilities, and expenses we incur if you fail to comply with this clause.
18. YOUR LIABILITY DURING THE NOTICE OF TERMINATION OF CONTRACT
    • 1. Notice requirements for indeterminate hire
      • 1.1. Where the intended duration of the Plant hire is indeterminate, or becomes indeterminate, either party can terminate the Contract by giving 7 Working Days’ notice in writing to the other party (except where the Plant has been lost or damaged).
      • 1.2. Even if we’ve agreed to accept less than 7 working days’ notice of termination, your obligations under clause 12 continue until:
        • 1.2.1. you return the Plant to us in accordance with clause 25; or
        • 1.2.2. we collect the Plant within the 7 Working Days following our acceptance of short notice.
      • 1.3. Oral notice given to our driver or operator doesn’t satisfy the requirements of this clause.
    • 2. Continued obligations if Plant not available for collection

Without affecting clause 18.1 above, if you fail to make the Plant available for us to collect before the end of the 7 working days’ notice, your obligations under clause 12 continue for a further 3 working days, or until you make the Plant available for collection and we collect it.

• 3. Early termination before Hire Period starts

If you terminate the Contract before the Hire Period begins, you’re liable for all reasonable costs and charges we’ve incurred or committed to at the time of termination.

• 4. Termination after Hire Period commences
  • 4.1. If you terminate the Contract once the Hire Period has started, we reserve the right to charge you the balance of the Contract.
  • 4.2. Where the Hire Period hasn’t started but you provide insufficient notice of cancellation for us to mitigate the effects of late cancellation, we reserve the right (at our absolute discretion) to charge you the full balance of the charges for the Hire Period.
• 5. Notice to terminate

You may off-hire the Plant and terminate your Contract only by written email notification or via the Prolo website or app. We’ll only accept this termination notice if we issue an termination confirmation to you.

19. IDLE TIME
    • 1. When the Plant is prevented from working for a complete Working Week, the hire charges will be two thirds of the hire rate (or such other idle time rate as we’ve agreed with you in writing) for the period during which the Plant isn’t in use.
    • 2. If the Plant works for any time during the Working Day, the whole of that Working Day will be charged as working time.
    • 3. No period less than one Working Day will count as idle time, except as provided for in clause 16.4.
    • 4. Where an “All-In” rate is charged, idle time is calculated on the machine element only. We’ll charge the full rate for the operator.
20. WAGES AND OTHER CHARGEABLE ITEMS RELATING TO DRIVERS AND OPERATORS OF PLANT
    • 1. You’ll pay all chargeable items at the rates set out in the Contract. However, we’ll charge you for any subsequent increases that occur before and/or during the Hire Period arising from:
      • 1.1. awards under any wage agreements; and/or
      • 1.2. increases in our statutory contributions.
    • 2. These increases will be charged as additions at cost, and you must accept and pay them.
21. TRAVELLING TIME AND FARES
    • 1. We may charge you at cost for:
      • 1.1. travelling time, fares, and similar expenses for drivers, operators, and any person we supply, incurred at the beginning and end of the Hire Period; and
      • 1.2. where appropriate, the return fare for the driver, operator, and any person we supply to their home.
    • 2. We won’t charge you for any such expenses incurred by our other employees for the purpose of servicing, repairing, or maintaining the Plant, unless these are necessitated by your negligence, misdirection, or misuse of the Plant.
22. FUEL, OIL AND POWER
    • 1. Fuel and fuel additives
      • 1.1. When you supply fuel or fuel additives, and where we’ve instructed or specified this, they must be of the grade and type we’ve specified. You’ll be solely responsible for all damages, losses, costs, and expenses we incur if you fail to supply, maintain, or use the correct fuel or fuel additives, or if you use the wrong or contaminated fuel, fuel additives, or power rating.
      • 1.2. When we supply fuel or fuel additives, we’ll charge you at an agreed cost.
    • 2. Electrical supply
      • 2.1. If the Plant requires an electrical supply to either operate safely or recharge, you’ll be responsible for the cost of providing the correct electrical supply. This must be available before we deliver the Plant and must continue until the Plant has left the site.
      • 2.2. You must ensure that all current Health and Safety and other applicable legislation and industry guidance is complied with, including fitting, testing, and inspection of the supply.
    • 3. You’ll indemnify us against any and all damages, losses, or claims if you fail to do so.
23. SHARPENING OF DRILLS/STEELS ETC.

You’ll bear the cost of re-sharpening or replacing drill bits, blades, bucket teeth, and other ancillary items.

24. OUR NAME PLATES

You must not remove, deface, or cover up our name plate or mark on the Plant indicating that it’s our property, without our prior written permission.

25. TRANSPORT
    • 1. You’ll pay the cost of, and if we require, arrange transport of the Plant:
      • 1.1. from our depot or other agreed location to the site, and
      • 1.2. back to our named depot or other agreed location when the Hire Period ends

26. GOVERNMENT REGULATIONS
    • 1. You’ll be responsible for compliance with all relevant legislation, regulations, instructions, or guidance issued by the Government, Government Agencies, Local Authorities, statutory regulators, and Public/Corporate Bodies established by Parliament/Government. This includes (without limitation) regulations under:
      • 1.1. the Bribery Act;
      • 1.2. the Civil Aviation Act;
      • 1.3. the Construction (Design and Management) Regulations;
      • 1.4. the Environmental Acts;
      • 1.5. Factories Acts;
      • 1.6. the General Data Protection Regulation (GDPR); and
      • 1.7. the Health and Safety at Work, etc. Act.
    • 2. You must also observe the Road Traffic Acts where they apply, including the cost of road fund licenses and any insurances made necessary by them.
27. DATA PROTECTION
    • 1. For the purposes of this clause 8:
      • 1.1. “Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR (being section 3(10) (as supplemented by section 205(4)) of the DPA 2018); the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and
      • 1.2. the terms “Data Subject”, “Personal Data”, “processing”, “processor” and “controller” will have the meanings set out in the UK GDPR.
    • 2. In respect of any hire for Plant, we are processors. We will comply with the provisions and obligations imposed on us by Data Protection Laws when processing Personal Data in connection with these Terms. Such processing will continue for so long as these Terms are in force and will be in respect of the following:
      • 2.1. Categories of data: contact and financial information.
      • 2.2. Types of personal data: names, addresses, email addresses, telephone numbers and other contact details, bank account numbers, credit or bank card details.
      • 2.3. Purpose and nature of processing: (i) manage the Contract including ordering, fulfilment and billing and (ii) fulfilment of such Contract by delivering the Goods.
    • 3. To the extent we process any Personal Data on your behalf, we will:
      • 3.1. comply with the provisions and obligations imposed on a processor by the UK GDPR, including the stipulations set out in Article 28(3)(a)-(h) which form a part of, and are incorporated into, these Terms as if they were set out in full, and the reference to “documented instructions” in Article 28(3)(a) will include the provisions of these Terms; and
      • 3.2. not disclose any Personal Data to any Data Subject or to a third party other than at your written request or as expressly provided for in these Terms.
    • 4. You agree we may engage third party providers including any advisers, contractors, or auditors to Process Personal Data (“Sub-Processors“). We will ensure our contract with each Sub-Processor will impose obligations in relation to the Processing of Personal Data on the Sub-Processor that are materially equivalent to the obligations to which we are subject to under these Terms in relation to the Processing of Personal Data.
28. PROTECTION OF OUR RIGHTS

You must not re-hire, sell, mortgage, charge, pledge, or part with possession of the Plant. You must protect the Plant against distress, execution, or seizure, and you’ll indemnify us against all losses, damage, costs, charges, and expenses arising directly from any failure to observe and perform this condition (except in the event of Government requisition).

29. INSURANCE
    • 1. Optional insurance cover. We may offer you the option to purchase insurance cover for the Plant through us. If you choose to purchase insurance, the cost of the insurance will form part of your Offer (and subsequently your Contract if you choose to proceed). Any such insurance will be provided by a third-party underwriter and will be subject to the underwriter’s terms and conditions.
    • 2. Effect of insurance. If you purchase insurance cover under clause 30.1:
      • 2.1. the insurance will be on the terms set out in the insurance policy provided by the underwriter;
      • 2.2. you remain responsible for complying with all terms and conditions in your Contract, including (but not limited to) your obligations under clauses 4, 6, 12, and 13; and
      • 2.3. the purchase of insurance does not relieve you of any liability or responsibility under your Contract, including your liability for loss or damage to the Plant under clause 12.
    • 3. Claims and excess. Any claims under the insurance policy must be made in accordance with the underwriter’s terms and conditions. You’ll be responsible for paying any excess or deductible specified in the insurance policy.
    • 4. No insurance. If you choose not to purchase insurance cover, or if insurance cover is not available or a claim is refused by the relevant underwriter, you remain fully liable under this Contract for all loss, damage, or theft of the Plant in accordance with clause 12.
30. TERMINATION AND SUSPENSION
    • 1. We may terminate the Contract immediately by written notice to you if one or more of the following events occur:
      • 1.1. a resolution is passed that you be wound-up or that an application be made for an administration order or you apply to enter into a voluntary arrangement with your creditors;
      • 1.2. a receiver, liquidator, administrator, supervisor or administrative receiver is appointed in respect of your property, assets or any part thereof;
      • 1.3. the court orders that you be wound-up or a receiver of all or any part of your assets be appointed;
      • 1.4. you are unable to pay your debts in accordance with Section 123 of the Insolvency Act 1986;
      • 1.5. you (being an individual or partnership) is declared or adjudicated bankrupt or enters into any arrangement or composition with your creditors.
      • 1.6. you fail to observe and perform the terms and conditions of the Contract, and fail to remedy this within 10 working days of receiving written notice requiring you to do so;
      • 1.7. you suffer, or we reasonably believe that you will suffer, any distress or execution to be levied against you; or
      • 1.8. you do, cause to be done, permit, or suffer any act or thing that may prejudice or put into jeopardy our rights in the Plant.
    • 2. If we terminate under clause 31.1 above:
      • 2.1. You must give us or our agents immediate unobstructed access to recover the Plant.
      • 2.2. We’ll be entitled to claim the hire charges outstanding at the date of termination under this clause, and return transport charges under clause 25.
    • 3. The rights under sub-clause 31.1 and 31.2 above:
      • 3.1. May be exercised even if we’ve waived some previous default or matter of the same or similar nature.
      • 3.2. Don’t affect our right to claim damages for breach of Contract or recover any sums due under the Contract as a debt.
    • 4. If you don’t pay a sum by the final date on which payment is due, we have the right to suspend performance of our obligations under the Contract. We may not exercise this right without first giving you at least 7 working days’ notice in writing of our intention to suspend performance, stating the ground or grounds on which we intend to suspend. Our right to suspend performance will cease when you make payment in full of the amount due.
    • 5. If we reasonably incur third party costs, such as tracing or debt collection agency costs, or seek to take legal proceedings to enforce our rights as a result of your breach of this Contract – including but not limited to – recovery of any sums due, you will reimburse us such reasonable agency costs or legal costs incurred on an indemnity basis.
31. GENERAL
    • 1. Assignment. You will not without the prior written consent from us assign or transfer the benefit or burden of the Contract.
    • 2. Notices. Any notices to be given under the Contract will be delivered by post or by email. Any such notice will be deemed to be served, if sent by post, 48 hours after posting or, if sent by email, at the time of transmission.
    • 3. Third Party Rights. The Contract is not intended to create any rights of any kind whatsoever enforceable by any person who is not a party to the Contract, including any rights enforceable under the Contracts (Rights of Third Parties) Act 1999.
    • 4. Severability. If any provision under this Contract is or becomes unenforceable, such provision will not take effect and will be deemed to be severed from the remainder of the Contract to the extent that the remainder of the Contract and the unaffected part of the provision will continue to be fully enforceable.
    • 5. Law and Jurisdiction. The Contract and any dispute arising under or in any way connected with the subject matter of the Contract (whether of a contractual or tortious nature or otherwise) will be governed by and interpreted in accordance with English Law and the parties submit to the jurisdiction of the English courts.