“Agreement” means the agreement between PID and the Hirer to supply and hire Equipment as specified in the Proposal and as referred to in these Terms and
Conditions of Hire.
“Business Day” means a day, other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Charges” means the sums payable by or on behalf of the Hirer for hire of the Equipment and provision of the Services during the Hire Period as specified in the Proposal and as referred to in these Terms and Conditions of Hire.
“Collection” means the collection by PID and the transfer of physical possession of the Equipment at the Site from the Hirer.
“Damage Waiver Plus” means a waiver of liability of the Hirer on the terms set out in clause 8A.
“Delivery” means the delivery, installation and the transfer of physical possession of the Equipment to the Hirer at the Site.
“Delivery Date” means the date as stated in the Proposal and on which the Equipment is delivered and installed.
“Equipment” means the hired items belonging to PID and rented to the Hirer as stated in the Proposal (including all related deterrent signage incorporating the Trade Marks) and all replacements of the Equipment.
“Force Majeure” means any event beyond the reasonable control of either party and which is unavoidable including, but not limited to, the following events: epidemics, pandemics, earthquakes, landslides or displacements of other materials, storms, floods, hurricanes, lightning strikes, tempest, acts of God, state or public enemy, wars, revolutions, uprisings, hostilities, civil disturbances, blockades, embargoes, government restraints or similar disruptions or interferences with trade, riots, civil war, insurrection, invasion, explosions and fires, outages and malfunctions of cell phone, data networks, software, hardware and servers and cyber or hacking attacks. For the avoidance of doubt, strikes, or lockouts and shutdowns of a party or any of its group (or of any person engaged by any of them) shall not be a Force Majeure Event for that Party.
“Forensic Traceable Liquid” means the SmartWater® SmartTrace® forensic liquid referred to in the Proposal. “Hire Period” means the period of time the Hirer hires the Equipment, from the Delivery Date to the date of Collection.
“Hirer” means the person, firm, partnership, company, corporation or public authority taking the Equipment on hire and being provided with the Services as specified in the Proposal.
“Intellectual Property” means any patent, copyright, design right, goodwill, rights to inventions, know how, techniques, trade secrets, confidential information, trademarks including the Trade Marks, database right or other intellectual property right subsisting anywhere in the world, whether registered or unregistered, and including applications for any of the foregoing.
“Minimum Hire Period” means the period of 1 (one) week starting from the Delivery Date.

“PID” means PID Systems, a trading division of SmartWater Group Limited, a company incorporated and existing under the laws of England (registered number 02875523) whose principal office is at Partnership House, Central Park, Telford, TF2 9TZ, England.

“PID Affiliate” means a legal entity that directly or indirectly through one or more intermediaries is controlled by or under common control with PID’s ultimate parent company. For the purposes of this definition, the term “control” shall be understood as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a legal entity, whether through the ownership of voting stock, by contract or otherwise.

“Proposal” means the document issued by PID to the Hirer containing particulars of the Equipment, Services, Charges and other information provided to Site which forms part of this Agreement.

“Services” means the services provided by PID as specified in the Proposal.

“Sites” means the Hirer’s premises as specified in the Proposal.

“Trade Marks” means the trade marks in the specific format depicted on the Equipment or on any related deterrent signage and provided to the Hirer on hire, and any registered trademarks and unregistered trade mark rights associated with or in respect thereof.
“VAT” means value added tax or any equivalent tax chargeable in the UK or elsewhere.


2.1 Clause and paragraph headings shall not affect the interpretation of this Agreement.
2.2 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 assigns.
2.3 The Proposal forms 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 schedules.
2.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2.5 Unless the context otherwise requires,words in the singular shall include the plural and in the plural shall include the singular.
2.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2.7 A reference to a statute or statutory provision means as is in force as at the date of this Agreement and shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
2.8 A reference to writing or written does not include email unless expressly stated otherwise.
2.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
2.10 A reference to this Agreement or to any other Agreement or document referred to in this Agreement is a reference to this Agreement or such other Agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.
2.11 References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
2.12 Any words following the terms ‘including’, ‘include’, ’in particular’, ‘for example’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.


3.1 PID shall hire the Equipment and provide the Services to the Hirer for use at the Sites subject to the terms and conditions of this Agreement.
3.2 PID will ensure that the Equipment will:
(a) correspond with its description;
(b) be fit for any purpose held out by PID or made known to PID by the Hirer expressly in writing;
(c) be in good working order;
(d) be free from defects in design, material and workmanship and remain so for the Hire Period;
(e) comply with all applicable statutory and regulatory requirements;
(f) be clean, completed and tested by PID.


4.1 The Hirer acknowledges that all Intellectual Property which exists in the Equipment shall belong or be licensed to PID or to a PID Affiliate. Other than as expressly provided in the Agreement, the Hirer shall have no rights in respect of any Intellectual Property which may exist in relation to the Equipment or the goodwill associated therewith, and the Hirer hereby acknowledges that it shall not acquire or claim any rights in respect thereof and that all such rights and goodwill are, and shall remain, vested solely in PID or a PID Affiliate.
4.2 PID warrants, represents and undertakes that the use of the Equipment shall not and does not infringe the Intellectual Property rights of a third party. PID shall indemnify and hold harmless the Hirer against all losses suffered or incurred by the Hirer arising out of or in connection with any legally proven claim that the use by the Hirer or possession by the Hirer of the Equipment or any materials provided by or on behalf of PID infringe any rights including Intellectual Property rights of a third party.


5.1 The Agreement will commence upon the Hirer signing the confirmation page of the Proposal and will, subject to earlier termination as provided herein, continue to run for the Hire Period.


6.1 The minimum Hire Period that the Hirer will hire the Equipment for is the Minimum Hire Period.
6.2 The Hirer will pay the Charges as stated in the Proposal in full without set off, deduction or withholding, with such payment to be made by BACS.
6.3 The Charges are exclusive of VAT and any other applicable taxes and duties or similar charges.
6.4 Whilst the Charges will ordinarily be invoiced monthly in arrears with payment due 30 days from date of invoice, the Charges may be required (at PID’s sole option) to be  paid by the Hirer prior to Delivery of the Equipment and monthly in advance thereafter.
6.5 The Charges will be calculated and payable on a full calendar week basis only.
6.6 The Charges will commence from the Delivery Date and will continue during the Hire Period until Collection by PID (save where PID has failed to effect Collection through no fault of  the Hirer).
6.7 If the Hirer fails to make a payment due to PID under this Agreement by the due date, then, without limiting PID’s remedies under clause 11, the Hirer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.

6.8 Interest under this clause will accrue each day at 8% a year above the Bank of England’s base rate from time to time.


7.1 Delivery shall be made by PID who shall use all reasonable endeavours to effect Delivery by the Delivery Date.
7.2 Collection shall be made by PID at the end of the Hire Period.
7.3 The Hirer shall procure that a duly authorised representative of the Hirer shall be present at the Delivery and at the Collection of the Equipment. If required by PID, the Hirer’s duly authorised representative shall sign a receipt confirming the condition of the Equipment at Delivery and Collection.
7.4 To facilitate Delivery, the Hirer shall provide all requisite materials, facilities, access and suitable ground and working conditions to enable Delivery to be carried out safely and expeditiously including, facilities and access to Site.
7.5 If Delivery cannot be facilitated due to the Hirer’s failure to comply with clause 7.4 and/or if the Hirer fails to accept Delivery of the Equipment on the Delivery Date, then, except where such failure is caused by PID’s failure to comply with its obligations under this Agreement:
(a) the Equipment shall be deemed to have been delivered at 9.00 am on the Delivery Date; and
(b) PID shall store the Equipment until Delivery takes place;
(c) The Hire Period shall be deemed to have commenced and the Hirer shall
be charged accordingly for the Charges.
7.6 Risk shall transfer in accordance with clause 8 of this Agreement.


8.1 The Equipment shall at all times remain the property of PID or a PID Affiliate, and the Hirer 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 Agreement).
8.2 Subject to clauses 8.4 and 8A.1, the risk of loss, damage, theft or destruction of the Equipment shall pass to the Hirer on Delivery.
The Equipment shall remain at the sole risk of the Hirer during the Hire Period and any further term during which the Equipment is in the possession, custody or control of the Hirer until such time as Collection is effected. The Hirer shall indemnify PID on demand against all losses, costs, damages and expenses incurred as a result of such loss, damage, theft or destruction of the Equipment.
8.3 The Hirer shall give prompt written notice to PID in the event of any loss, damage, theft or destruction of the Equipment arising out of or in connection with the Hirer’s possession or use of the Equipment.
8.4 The Hirer shall not be liable under clause 8.2:
(a) for fair wear and tear of the Equipment;
(b) where any such loss, damage, theft or destruction occurs whilst the Equipment is armed;
(c) for any inherent fault in the Equipment.


8 A.1 Where the Hirer has opted to take Damage Waiver Plus, the terms under which the liability under clause 8.2 will be waived, will be as set out in the Damage Waiver Plus Terms and Conditions included within the Proposal.


9.1 The Hirer shall during the term of this Agreement:
(a) 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 provided by PID;
(b) make no alteration to the Equipment and shall not remove any existing component (or components) from the Equipment without the prior written consent of PID. Title and property in all substitutions, replacements, renewals made in or to the Equipment shall vest in PID immediately on installation;
(c) keep the Equipment at all times at the Site and shall not move or attempt to move any part of the Equipment to any other location without PID’s prior consent;
(d) subject to PID providing the Hirer with reasonable notice, permit PID or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter on the Site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection provided always that PID or its duly authorities representative shall use all reasonable endeavours to avoid disrupting the business of the Hirer; (e) not, without the prior written consent of PID, 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;
(f) not without the prior written consent of PID, 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 Hirer shall repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and indemnify PID against all losses, costs or expenses incurred as a result of such affixation or removal;
(g) not do or permit to be done any act or thing which will or may jeopardise the right, title or interest of PID in the Equipment and, where the Equipment has become affixed to any land or building, the Hirer must take all necessary steps to ensure that PID may enter such land or building and recover the Equipment both during the term of this Agreement 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 favour of PID of any rights such person may have or acquire in the Equipment and a right for PID to enter onto such land or building to remove the Equipment;
(h) 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 Hirer shall notify PID and the Hirer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify PID on demand against all losses, costs, charges,damages and expenses incurred as a result of such confiscation;
(i) not use the Equipment for any unlawful purpose;
(j) ensure that at all times the Equipment remains identifiable as being PID’s property;
(k) deliver up the Equipment for Collection immediately at the end of the Hire Period or on earlier termination of this Agreement and allow PID or its representatives access to the Site or any premises where the Equipment is located for the purpose of removing the Equipment.


10.1 The restrictions on liability in this clause 10 apply to every liability arising under or in connection with this Agreement including liability in contract, tort, misrepresentation, restitution or otherwise.
10.2 Nothing in this Agreement limits any liability which cannot legally be limited including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation.
10.3 Subject to clause 10.2, and save in respect of (i) any property damage caused by PID (or its officers, employees, agents and contractors) or the Equipment or (ii) the indemnity in clause 4.2, PID’s total liability to the Hirer under this Agreement (or otherwise related to the Proposal or the Equipment or Services provided thereunder) shall not exceed the amount of Charges paid for the Hire Period.
10.4 Under no circumstances will PID be liable under this Agreement (or otherwise) for any:
(a) damage, loss or expense suffered or incurred by the Hirer caused by intrusion, theft or vandalism;
(b) loss of profits of the Hirer or any other person;
(c) loss of sales or business of the Hirer or any other person;
(d) loss of Agreements or contracts of the Hirer or any other person;
(e) loss of anticipated savings of
the Hirer or any other person;
(f) loss of use or corruption of software, data or information of the Hirer or any other person;
(g) loss of or damage to goodwill of the Hirer or any other person;
(h) indirect or consequential loss.
10.5 Save for forensic analysis conducted at the request of law enforcement, PID shall not be liable for any liability or costs associated with the tracing and identification of stolen property or of persons who have or may have been marked by any Forensic Traceable Liquid or, without prejudice to clause 3.2, the inability or failure for whatever reason for such tracing and identification to successfully take place and, for the avoidance of doubt, PID will have no obligation itself to undertake any tracing or identification of property or persons marked by Forensic Traceable Liquid.
10.6 Subject to clause 10.2, all implied terms and conditions as to the quality or performance of the Equipment and any other goods or services provided under this Agreement are, to the fullest extent permitted by law,  excluded from this Agreement.


11.1 Subject to clause 6.1, the Hire Period may be terminated by the Hirer giving PID a minimum of 24 (twenty-four) hours’ notice in writing.
11.2 Without affecting any other right or remedy available to it, PID may terminate this Agreement with immediate effect by giving written notice to the Hirer if:
(a) the Hirer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 7 (seven) days after being notified to make such payment;

(b) the Hirer commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 (seven) days after being notified to do so;
(c) the Hirer repeatedly breaches any of the terms of this Agreement 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 Agreement;
(d) the Hirer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
(e) the Hirer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(f) the Hirer applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(g) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Hirer (being a company, limited liability partnership or partnership);
(h) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the Hirer (being a company);
(i) the holder of a qualifying floating charge over the assets of the Hirer (being a company) has become entitled to appoint or has appointed an administrative receiver;
(j) a person becomes entitled to
appoint a receiver over all or any of the assets of the Hirer or a receiver is appointed over all or any of the assets of the Hirer;
(k) a creditor or encumbrancer of the Hirer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Hirer’s assets and such attachment or process is not discharged within 14 (fourteen) days;
(l) the Hirer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(m) there is a change of control of the Hirer (within the meaning of  section 1124 ofthe Corporation Tax Act 2010).


12.1 On termination of this Agreement, however caused:
12.1.1 PID’s consent to the Hirer’s possession of the Equipment shall terminate;
12.1.2 PID may, by its authorised representatives, without notice and at the Hirer’s expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located; and
12.1.3 without prejudice to any other rights or remedies of the Hirer, the Hirer shall pay to PID on demand all Charges and other sums due but unpaid at the date of such demand together with (i) any interest accrued pursuant to clause 6.8; and ii) any costs and expenses incurred by PID in recovering the Equipment or in collecting any sums due under this Agreement (including any storage, insurance, repair, transport, legal and remarketing costs).
12.2 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
12.3 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.


Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control (“Force Majeure”) a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. The party affected by Force Majeure shall take all reasonable steps available to it to avoid or minimise the effects of Force Majeure on the performance of its obligations under this Agreement.
For the avoidance of doubt, the corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the party affected by Force Majeure. The party affected by Force Majeure will not be entitled to payment from the other party in respect of extra costs and expenses incurred by the virtue of the Force Majeure. If the period of delay or nonperformance continues for 4 weeks, the party not affected may terminate this Agreement by giving 48 hours’ written notice to the affected party.


Each party undertakes that:
14.1 It shall not at any time during this Agreement, and for a period of 5 (five) years after expiry of  this Agreement, disclose to any person any confidential information concerning the business, affairs, pricing, customers, clients or suppliers of the other party (or of any member of the group of companies to which the other party belongs), except as permitted by clause 14.2.
14.2 Each party may disclose the other party’s confidential information:
14.2.1 to its employees, officers, representatives, 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 Agreement. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party’s confidential information comply with clause 14.1; and
14.2.2 as may be required by law, a court of competent jurisdiction or a governmental or regulatory authority.
14.3 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 Agreement.


Neither party will assign this Agreement without the other party’s written consent. However, PID may assign this Agreement at any time, upon notice to the Hirer, toa PID Affiliate, subsidiaries or successors.


16.1 This Agreement 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.
16.2 Each party acknowledges that in entering into  this Agreement 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 Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.


No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).


18.1 Nothing in this Agreement 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.
18.2 Each party confirms it is acting on its own behalf and not for the benefit ofany other person


Each party shall and shall use all reasonable endeavors to procure that any necessary third party shall execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.


This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.
Each party shall on request provide the other with the “wet ink” hard copy original of their counterpart. No counterpart shall be effective until each party has delivered to the other at least one executed counterpart.


Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.


Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be delivered by pre-paid firstclass post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). Any notice or communication shall be deemed to have been received if sent by pre-paid first-class post or other next working day delivery service, on the second Business Day after posting.
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 Agreement 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.


Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.


If any provision or part-provision of this Agreement 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 Agreement.
If any provision or part-provision of this Agreement is deemed deleted under clause 25 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.


This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.


Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.


PID shall and shall procure that its agents, directors, employees, officers and subcontractors, shall:
(i) not engage in any form of bribery, corruption, extortion or embezzlement, or other unlawful conduct;
(ii) comply with all applicable laws, regulations, codes and sanctions
relating to anti-bribery and anticorruption (“Anti-Bribery Laws”);
(iii) have and maintain in place throughout the term of this Agreement, adequate
policies and procedures to ensure compliance with Anti-Bribery Laws.


PID warrants, represents and undertakes that
(i) neither itself or its agents, directors, employees, officers and subcontractors have been convicted of any offence involving any applicable laws, regulations, rules and codes making provision about slavery, servitude and forced or compulsory labour and about human trafficking including but not limited to the Modern Slavery Act 2015 (“AntiSlavery Laws”);
(ii) having made reasonable enquiries so far as it is aware, neither itself nor its
agents, directors, employees, officers and subcontractors haven been or are the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with the Anti-Slavery Laws; and
(iii) it will have, maintain and enforce throughout the term of this Agreement its own policies and procedures to ensure compliance with its obligations under this clause 30 and the Anti-Slavery Laws.