MERS – PLATFORM TERMS OF USE

This document sets out the legal agreement governing the use of the MERS platform and rental marketplace. There are three sections to these Terms:

Section A (General Terms of Use) sets out the general terms of use applicable to all platform users;

Section B (Customer Terms) sets out the terms applicable to users engaging as ‘Customers’ (as defined below); and

Section C (Supplier Terms) sets out the terms applicable to users engaging as ‘Suppliers’ (as defined below).

Section A: General Terms of Use

These terms of use (Terms) represent a legal agreement between you, the legal person specified during account set-up (you, your) and Machine & Equipment Rental Solutions Ltd, trading as MERS, a company incorporated and registered in England (company number 12553578), whose registered office is at Northern Assurance Buildings, 9-21 Princess Street, Manchester, England, M2 4DN (MERS, we, our, us) for:

the use of the MERS equipment rental marketplace platform (Platform), accessible via mers.uk or any other domain designated by us from time to time (the Site); and
any other mobile applications, websites, products and/or services offered to you by us, collectively, the Services.

Access and use of the Services is subject to these Terms, including all of this Section A (General Terms of Use) as well as Section B (Customer Terms) if you use the Services as a Customer, and Section C (Supplier Terms) if you use the Services as a Supplier.

By accessing our Platform, creating a user account, using any of the Services, and/or completing the necessary action to confirm acceptance of the Terms, you expressly agree that these Terms will be legally binding upon you.

If you are entering into these Terms on behalf of a body corporate or other entity with separate legal identity, you represent that you have the requisite authority to bind the entity to these Terms.

We recommend that you print a copy of these Terms for future reference.

Acknowledgements
1. In these Terms, the following definitions shall apply:
  “Equipment” means (i) the categories, types and models of plant, machinery and equipment available for enquiry and/or generally made available by Suppliers via the Platform, subject to availability; and (ii) in the context of a Booking, the units of plant, machinery and equipment subject of that Booking;
  “Booking” means a legal agreement entered into between a Supplier and Customer for the hire of Equipment, subject to payment of the Booking Fees;
  “Booking Fees” means the fees payable by a Customer to a Supplier pursuant to a Booking, including agreed hire payments and any additional charges or costs payable pursuant to the Booking, for example in connection with any extension of the Booking or additional services;
  “Customer” means a Platform user that (i) makes an enquiry for the hire of Equipment via the Services; and/or (ii) enters into a Booking for the hire of Equipment via the Services; and
  “Supplier” means a Platform user that is registered to act as a supplier (pursuant to the process described in Section C and on the Site) and hire Equipment to Customers via the Services.
2. These Terms apply to the Services, including any updates or supplements to the Site or any Service, unless they come with separate terms which expressly replace these Terms, in which case those terms apply.
3. We may change these Terms at any time by posting the latest version on the Platform, or otherwise notifying you. You may be required to read and accept them to continue your use of the Services and, in any event, your continued use of the Services will constitute your acceptance of the amended Terms.
4. Any personal data we hold and process relating to you, your employees, users and agents shall be handled in accordance with our privacy policy (as updated from time to time). A current copy of our privacy policy can be accessed at https://mers.uk/privacy-policy.
5. By using the Services, you agree that personal data relating to you and/or provided by you may be shared with other Platform users that you interact with. In particular, (i) if you are a Customer, your business, site and contact information will be shared with potential Suppliers in order for them to respond to your enquiry and deal with you via the Services; and (ii) if you are a Supplier, your business and contact information will be shared to a Customer to whose enquiry you respond. In this case, your personal data will be handled by the other user(s) subject to their own data processing practices and privacy notice(s), and we are not responsible for their use of your personal data.
6. The Site, Platform and Services may contain links to and content from third-party sites and services. Third-party sites, services and content may also feature in images, comments, and other materials available via the Services. We have no control over Third-party sites, services, and/or content, including the completeness, accuracy or legality of it, and you agree that you access and use the same at your own risk. Please refer to the relevant third-party provider’s terms and conditions and privacy policy for further details.
7. You agree that any communications you submit to us regarding the Services, including but not limited to enquiries, feedback, suggestions, ideas, and other information or materials, shall be non-confidential and shall become our sole property. To the extent legally permissible, you waive any rights you may have in such communications (including but not limited to your intellectual property rights). We shall be entitled to use and share such communications for the purposes of improving our Services and providing better customer support to you and other users.
8. Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
Grant and scope of licence
1. In consideration of you agreeing to abide by these Terms, we grant you a non-transferable, non-exclusive licence to use the Platform, and access the Services, subject to these Terms. We reserve all other rights.
2. We reserve the right to modify or terminate any of the Services or your access to any Service for any reason, without notice, at any time, and without liability to you. Where reasonably practicable to do so, we may give prior notice of any material modifications or termination of the Services.
3. Your licence to access and use the Services is personal to you and you are responsible for any activity that occurs through your user account. You agree you will not sell, transfer, license, assign or otherwise dispose of any rights in and to your user account or any rights or obligations hereunder.
4. You represent and undertake that all information you provided to us upon registration and all other information you provide to us or disclose via the Services will be true, accurate, current and complete and you agree to update your user account information as necessary to maintain its truth and accuracy.
Licence restrictions
Except as expressly set out in these Terms or as permitted by any local law, you agree:
1. not to copy the Platform or any content or materials available via the Site or Services except where such copying is incidental to normal use of the Services, or where it is necessary for the purpose of back-up or operational security;
2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify any part of the Platform or Services (including any software comprised therein);
3. not to make alterations to, or modifications of, the whole or any part of the Services, or permit the Platform or any part of it to be combined with, or become incorporated in, any other programs;
4. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Services or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Platform with another software program, and provided that the information obtained by you during such activities:
  1. is used only for the purpose of achieving inter-operability of the Platform with another software program;
  2. is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
  3. is not used to create any software that is substantially similar to the Platform;
5. not to provide or otherwise make available the Platform in whole or in part (including object and source code), in any form to any other person without prior written consent from us; and
6. to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Platform or any Service (Technology).
Use of the services
1. You warrant and represent that (i) you have the legal right and capacity to enter into these Terms in your jurisdiction; and (ii) in entering into these Terms and accessing and using the Platform and Services, you are acting in the course of business and not acting as a consumer.
2. You warrant and represent that any data, images, photographs, text, videos, information, logos, representations, comments, links, graphics, and/or other materials, including any business, marketing, product and/or service information (Content) that you upload, post, share and/or disclose via the Services is owned by you or licensed to you (with the right to share and sub-license it via the Services), and that you have the right to grant the licences to such Content as per these Terms.
3. You are responsible for maintaining the security of your user account details, including the username and password. You must not disclose any of the same to a third party. If you become aware, or reasonably suspect, that a third party has obtained access to your user account, you must notify us immediately. We reserve the right to suspend or permanently disable access to any user account we reasonably believe has been shared with, or accessed by, an unauthorised third party.
4. You must:
  1. not use any part of the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Platform, Services and/or any operating systems;
  2. not infringe our intellectual property rights or those of any third party, in relation to your use of the Site, Platform and/or Services, including by the submission of Content;
  3. not transmit or post any Content that is defamatory, offensive or otherwise objectionable, including but not limited to Content that includes anything of a violent, pornographic, discriminatory, unlawful, hateful or sexual nature, in relation to your use of the Site, Platform and/or Services;
  4. not use the Services for any illegal purpose or in any way other than in accordance with these Terms. You agree to comply with all laws, rules and regulations applicable to your use of the Services and your Content;
  5. be solely responsible for your conduct and any Content that you submit, post or display on or via the Services;
  6. not create accounts through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper;
  7. not attempt to restrict another user from using or enjoying the Services and you must not encourage or facilitate violations of these Terms or any other terms;
  8. not use the Site, Platform or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
  9. not use any Content posted or owned by others for business purposes or otherwise in any illegal, unauthorised or immoral manner; or
  10. not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
5. Violation of these Terms may, in our sole discretion, result in suspension or termination of your user account and access to the Services. You understand and agree that we cannot and will not be responsible for the Content posted on the Services, or for the conduct of other users, and your use of the Services is entirely at your own risk.
6. We may, but shall have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms. If you become aware of any Content which you believe may violate these Terms, please contact us immediately via https://mers.uk/contact-us.
7. You are solely responsible for your interaction with other users of the Services. We reserve the right, but shall have no obligation, to monitor or become involved in disputes between you and other users and take such action as we deem necessary.
Intellectual property & other rights
1. You acknowledge that all intellectual property rights in the Site, Platform, Services and Technology anywhere in the world belong to us or our licensors, that rights in the Platform are licensed (not sold) to you, and that you have no rights in, or to, the Platform, Site, Services, or the Technology, other than the right to use each of them in accordance with these Terms.
2. You acknowledge that you have no right to have access to the Site or Platform in source-code form.
3. The MERS name and logo are trademarks of Machinery & Equipment Rental Solutions Ltd, and may not be copied, imitated or used, in whole or in part, without our prior written permission.
4. You remain the legal owner of any Content you upload and post via the Services. By uploading, posting, sharing or disclosing any of your Content via the Services, you grant us a non-exclusive, royalty-free, transferable, sub-licenseable, perpetual, worldwide licence to use, adapt, modify, enhance or create derivative works from such Content, subject to these Terms, as necessary or desirable for the purposes of providing, improving, expanding and promoting the Services and any other products or services we may offer or provide from time to time.
5. You acknowledge and agree that posting any Content via the Services makes such Content available to other users of the Services, who may view, interact with and share such Content, whether via the Services or otherwise. We are not responsible for other users’ use of the Content and we hereby disclaim any liability in relation to the same.
6. We reserve the right to remove any Content from the Services for any reason, without prior notice. Content removed from the Services may continue to be stored by us, including, without limitation, to comply with certain legal obligations and our contractual obligations. We encourage you to maintain your own backup of your Content and you agree that you will not rely on the Services for backup or storage purposes.
7. You agree that your Content is non-confidential and we will not be liable for any use or disclosure of Content via the Services or by other users.
Warranties disclaimer
1. The Services, including but not limited to the Platform, the Site, and all content and materials contained or available therein, are provided on an “as is”, “as available” and “with all faults” basis. To the fullest extent permissible by law, neither we nor any of our group companies, employees, officers or agents, make any representations or warranties of any kind, whether express or implied, as to:
  1. the Services, including Site and Platform content and functionality;
  2. any user Content, including Equipment specifications and descriptions; or
  3. the performance of any Booking, including as to quality and fitness for purpose of any Equipment.
2. We do not represent or warrant that the provision of the Services will be uninterrupted or error-free. There will be occasions when the Services may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
3. The Platform and Services provide a marketplace, connecting Suppliers and Customers and facilitating the hire of Equipment, but any communications, offers and dealings entered into between users, including Bookings, are exclusively between those users. We are not party to any Booking and shall not have any legal or financial responsibility in connection with such dealings.
4. We hereby disclaim all warranties, whether express or implied, including but not limited to those as to quality, fitness for purpose, non-infringement, title, quiet enjoyment, or freedom from viruses or malware.
5. You are responsible for ensuring that your access and use of the Services complies with all local laws and regulations. You warrant to us that your activities are lawful in every jurisdiction in which you access or use the Services.
Limitation of liability
1. To the extent legally permissible, we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity (whether direct or indirect and whether or not foreseeable), or for any indirect, consequential or special losses or damages.
2. To the extent legally permissible, we shall not be liable to you for any losses, whether in contract, tort, statutory duty or otherwise (including but not limited to direct, indirect, special, incidental or consequential losses or damages), that are directly or indirectly related to:
  1. user-based or originating content, including but not limited to Content;
  2. use of your Content by third parties;
  3. any third-party claim of intellectual property infringement in relation to your Content or any other user content;
  4. any dealings entered into between you and other users, including any Booking entered into via the Service;
  5. any damage to any devices, including any computer, mobile device, or other equipment or technology, including but not limited to any damage which results from any security breach or from any virus, bug, malware or fraud;
  6. loss of, or damage to, any Content or other data; or
  7. accuracy of information or results,
  whether or not such losses are foreseeable and regardless of whether we have been advised or, or should have known about, the possibility of such damages.
3. Subject to clauses 7.1 and 7.2, our maximum aggregate liability to you under or in connection with this contract (including your use of any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the higher of (i) £5,000; or (ii) an amount equal to the payments received by us from you in connection with your use of the Services. This does not apply to the types of loss set out in clause 7.4.
4. Nothing in these Terms shall limit or exclude our liability for:
  1. death or personal injury resulting from our negligence;
  2. fraud or fraudulent misrepresentation; and
  3. any other liability that cannot be excluded or limited by English law.
Indemnity
1. You agree to indemnify and hold us harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable legal fees and costs, arising out of or in any way connected with any of the following:
  1. your Content and dealings entered into via the Services with other Suppliers and/or Customers, including any dispute arising therefrom;
  2. your breach or alleged breach of these Terms;
  3. your violation of any third-party rights, including without limitation, any intellectual property rights, publicity, confidentiality, property or privacy rights and any obligation to obtain the consent of, or grant payment to, a celebrity or public figure if they are in some way featured as part of your Content; or
  4. your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities.
Termination
1. Without prejudice to our other rights and remedies under these Terms and in law, we may terminate our contract with you immediately by written notice to you:
  1. if you commit a material or persistent breach of these Terms. For the avoidance of doubt, any breach of clauses 3 or 4 shall be deemed a material breach; or
  2. if you are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, make any voluntary arrangement with your creditors or become subject to an administration order or serve notice of administration, or have a receiver, manager or administrative receiver appointed over your assets or (being an individual) shall become bankrupt or (being a company) shall have a winding-up order made or shall go into liquidation.
2. On termination for any reason:
  1. any existing Bookings entered into by you will remain valid and your obligations under these Terms shall continue to apply unless and until all such Bookings have terminated or expired and all payment obligations have been fulfilled;
  2. subject to the foregoing, all rights granted to you under these Terms shall cease and you must immediately cease all activities authorised by these Terms, including your access to any registered user accounts and/or use of any Services; and
  3. we may deactivate and/or delete your user account and you agree not to attempt to access your user account, or create any other user account without our prior written consent.
Communication between us
1. If you wish to contact us in writing, or if any condition in these Terms requires you to give us notice in writing, you can send this to us via email to support@mers.uk.
2. If we have to contact you or give you notice in writing, we will do so by email to the email address registered to your account or by prepaid post to the address you provide to us.
Events outside our control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks.
Other important terms
1. We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms.
2. You may only transfer your rights or obligations under these Terms to another person if we agree in writing.
3. These Terms, together with any documents referred to in them constitute the entire agreement between you and us and govern your use of the Services, superseding any prior agreements between you and us.
4. No one other than a party to these Terms shall have the right to enforce any provision in these Terms.
5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
6. Each of the clauses in these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect.
7. The agreement between us, comprising these Terms, its subject matter and formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction in relation to any claim or dispute arising out of or in connection with it (whether contractual or non-contractual).

Section B: Customer Terms

This Section B applies to Platform users acting as a Customer.

General
1. These Section B Terms apply to all general users of the Platform who may access and use the Services for the purposes of making enquiries for the hire of Equipment and entering into Bookings as Customer.
2. We may change these Terms from time to time by publishing the latest version on the Platform, or otherwise notifying you via the Services. You may be required to read and accept them to continue your use of the Services and, in any event, your continued use of the Services (whether or not you have logged into the Platform) will constitute your acceptance of the amended Terms.
Use of the Services
1. The Services enable you to make enquiries and enter into Bookings as Customer. When making an enquiry, you agree that (i) you are legally and financially capable of entering into a Booking for the relevant Equipment; (ii) you have any and all necessary licences, permits and consents to take possession of the Equipment and to use the Equipment at the proposed site for the relevant purposes; and (iii) the information you provide is complete and accurate and you are legally entitled to publish, share and disclose such information.
2. By making an enquiry, you consent to us sharing the information you provide with Suppliers, such that they can review your request and potentially provide you with an offer.
3. The making of an enquiry does not guarantee that you will receive any offers from Suppliers nor that any particular outcome will be achieved. Suppliers are not obliged to make offers to you or to engage in or continue any discussions or negotiations, which they may discontinue at any time.
4. If you wish to revoke an enquiry after it is published and prior to entering into a Booking, please contact us and we will endeavour to remove the enquiry from the Services, though the information you provided may still be accessible by Suppliers that have already responded or engaged with you.
5. Any Supplier ratings and reviews displayed within the Services represent the views of other users of the Platform and are not independently verified or endorsed by us. You rely on the same at your own risk.
Bookings
1. If you choose to accept a quote proposal from any Supplier(s), you will be prompted to follow the steps necessary to complete and enter into a Booking. By doing so, you are entering into a binding legal commitment between you and the Supplier and agreeing to pay the Booking Fees via the Services.
2. It is your responsibility to select an appropriate Supplier offer based on your requirements and to ensure that the information and terms offered by the Supplier(s) are complete, accurate and acceptable to you. We do not guarantee any specific Supplier’s information or any accreditations, registrations, licences or permits they purport to hold. You are responsible for independently verifying such information, as well as ensuring the Supplier is generally of good financial standing and suitably skilled and qualified to perform the Booking.
3. When completing a Booking, you should ensure that all details of the Booking, including the Equipment, Booking Fees, period of hire, and any associated terms and arrangements, are complete and accurate. Amendments may not be possible once the Booking is completed. If you subsequently discover that any details are incorrect or wish to request a change to a Booking, you may contact the Supplier but they are not obliged to agree to any changes, except as provided in their own terms and conditions.
4. We facilitate the placing of Bookings between you and Suppliers. We are not a party to any Booking and are not legally or financially responsible for the performance of a Booking. A Supplier may impose terms and conditions in connection with the Booking, including but not limited to in connection with the delivery, storage, use and return of the Equipment. If you have any queries in relation to such terms, you should raise these with the Supplier prior to making a Booking. By making a Booking, you are agreeing to abide by those terms.
5. Suppliers are solely responsible for their performance of a Booking. If you have any query or complaint regarding the Supplier’s performance of a Booking, you should contact the Supplier in the first instance. If you wish to do so, you may also inform us of any query or complaint by contacting us at support@mers.uk and we may (but shall not be obliged to) engage with the Supplier to seek an appropriate resolution.
Payment of Booking Fees
1. You are legally and financially responsible for payment of the Booking Fees pursuant to a Booking.
2. We will process payment of the Booking Fees for and on behalf of Suppliers and you agree to hold and maintain a valid method of payment for the Booking Fees for the duration of the Booking. We use Stripe (https://stripe.com/gb) for the processing of payments and will not hold payment card information ourselves. You can find information regarding how Stripe manages your data by accessing its privacy notice.
3. All payments in respect of a Booking, including any extension of a Booking and/or any additional Equipment and services provided pursuant to a Booking, must be made via the Services unless we agree otherwise. In respect of additional time and services, you will have the ability to make a manual payment of the Supplier’s invoice via the Services. You agree not to make payment to a Supplier in respect of a Booking via any other means unless we have expressly agreed otherwise.
4. In most cases, we will only cancel or refund Booking Fees if instructed to do so by a Supplier and will otherwise debit payments in accordance with the terms of the Booking. In some cases, if the Supplier is non-responsive and/or is not acting in compliance with these Terms, we may decide to suspend debiting of the Booking Fees and/or issue a refund to you, in accordance with the terms we have agreed with the Supplier. However, our decision to do so does not release you from or constitute full and final settlement of your liability to the Supplier under the Booking and is without prejudice to the Supplier’s rights and remedies under the Booking, which it may seek to enforce against you.
Payments to us
1. There is currently no charge for use of the Platform and Services as a Customer. However, we may introduce new or additional Service features or functionality in future, which may be subject to payment of a fee. Where applicable, this will be displayed to you via the Services.
2. If any fees are payable to us by you, you agree to make payment as and when such fees become due, via the payment methods available within the Platform. We may withhold or suspend the provision of access to the Platform and/or Services unless and until payment is received by us. If your payment method fails or your account is past due, we may collect fees owed using other collection methods.

Section C: Supplier Terms

This Section C applies to Platform users acting as a Supplier.

General
1. These Section C Terms apply to all users of the Platform who have successfully registered as a supplier of Equipment and that use the Services for the purposes of responding to enquiries for the hire of Equipment and entering into Bookings as Supplier.
2. We may change these Terms from time to time by publishing the latest version on the Platform, or otherwise notifying you via the Services. You may be required to read and accept them to continue your use of the Services and, in any event, your continued use of the Services (whether or not you have logged into the Platform) will constitute your acceptance of the amended Terms.
Registration
1. To register as a Supplier, you will be required to provide your business information to us, including (as applicable) company name, company number, registered office and (if different) trading address, VAT information, and branding. We reserve the right to refuse or subsequently revoke registration at our sole discretion.
2. You agree to notify us immediately in the event of any change to your circumstances, including any of your business and/or payment information.
3. You warrant and represent that all information provided by you to us in connection with your access to and use of the Services is and will be complete and accurate at all times.
Use of the Services
1. The Services enable you to respond to enquiries for the hire of Equipment and enter into Bookings as Supplier. When responding to an enquiry from a potential Customer, you agree that (i) you are legally and financially capable of entering into a Booking for the relevant Equipment; (ii) you have any and all necessary licences, permits and consents to supply and hire the Equipment to the Customer for the intended purpose; and (iii) the information you provide is complete and accurate and you are legally entitled to publish, share and disclose such information.
2. By responding to a Customer’s enquiry, you consent to us sharing the information you provide with the Customer, such that they can review your offer and engage with you in relation to it.
3. Registering as a Supplier does not guarantee that you will receive enquiries and/or any number of Bookings. The receipt of an enquiry and provision of an offer by you does not guarantee that you will be selected by the Customer, who may choose an alternative supplier or no supplier at all. Customers are not obliged to proceed with a Booking because of any enquiry or to engage in or continue any discussions or negotiations, which they may discontinue at any time.
4. You may revoke an offer you make to a Customer at any time prior to the Customer making a Booking with you. If you do so, the Customer will be notified via the Services and will no longer be able to make a Booking based on the quote you provided.
Bookings
1. You agree that each offer you make in response to an enquiry is capable of acceptance by the Customer via the Services. We will notify you if and when a Customer enters into a Booking with you. You agree that each Booking constitutes a binding legal commitment between you and the Customer and you agree to supply the Equipment and perform all associated obligations in accordance with the terms agreed between you and the Customer.
2. It is your responsibility to make a determination as to the Customer’s suitability for hire of the Equipment, including but not limited to the Customer’s financial standing, ability to pay the Booking Fees, and skill and qualification to operate and use the Equipment. We do not verify any information provided by the Customer on your behalf and are not liable for the completeness or accuracy of the same.
3. We facilitate the placing of Bookings between you and Customers. We are not a party to any Booking and are not legally or financially responsible for the performance of a Booking, including the payment of the Booking Fees. If you wish to incorporate any legal terms into the Booking, you are responsible for bringing those terms to the Customer’s attention. You are also solely responsible (at your own cost) for enforcing such terms against the Customer.
4. If you and a Customer agree to any change, extension or cancellation in relation to a Booking, you agree to notify us at support@mers.uk and we may either amend the details of the Booking within the Services or require the Booking to be cancelled and resubmitted, so as to ensure that the details are accurate.
Booking Fees
1. You agree to appoint us as your sole and exclusive payment processing provider in connection with the Booking Fees. We will process payment of the Booking Fees on your behalf and remit such payments to you after deduction of our Commission (see clause 6 below).
2. You agree to ensure that the payment information we hold for you is complete and accurate and remains so. We will not be liable for any non-receipt by you of Booking Fees and other payments made by Customers if you have provided incomplete or inaccurate information.
3. All payments in respect of a Booking, including any extension of a Booking and/or any additional Equipment and services provided pursuant to a Booking, must be made via the Services. In respect of additional time and services, you will have the ability to issue an invoice to the Customer for payment via the Services. You agree not to accept payment, or request or demand that a Customer makes payment, in respect of a Booking via any other means unless we have expressly agreed otherwise.
4. We will use reasonable endeavours to debit payment from the Customer in accordance with the Booking terms you have agreed with them but shall not be liable for any delay in any such payment, including but not limited to delays caused by inaccurate or invalid payment information, banking errors or unavailability, lack of sufficient funds, or otherwise.
5. If a Customer defaults on any payment obligations, we shall take reasonable steps to notify them and require them to make payment via the Services but shall not be liable to you for the same.
6. If you wish to make a refund to a Customer, you should contact us at support@mers.uk. We will endeavour to comply with any request by you to refund Booking Fees, subject to us (i) having valid payment information on file for the Customer (and we will withhold the refund unless and until valid information is provided); and (ii) us holding sufficient funds on your behalf to make the refund (and you agree to make a payment to us if we do not hold sufficient funds or otherwise agree that we will withhold the refund unless and until sufficient funds are received from other Bookings).
Commission
1. You agree that we shall be entitled to commission on all Booking Fees due in connection with your Bookings (Commission). The rate of Commission shall be as published on our Site when you register as a Supplier and may be updated by us on notice from time to time.
2. We will deduct our Commission at source from the Booking Fees paid by Customers, prior to remittance of the remaining balance of those Booking Fees to you as described in clause 5 above.
3. If we agree that payments may be made to you via other means, or you receive payment of Booking Fees via other means (whether or not in contravention of these Terms), you shall remain liable to us for the Commission due on those payments and we may issue an invoice for such Commission, which shall be due and payable within seven (7) days of the invoice date.
4. You agree that any refund of Booking Fees paid pursuant to clause 5.6 or otherwise shall not entitle you to a refund of any Commission paid or payable to us unless we agree otherwise in respect of a particular refund. You shall remain liable for Commission in respect of payments processed by us, whether those payments are remitted to you or repaid to the Customer.
Non-circumvention
1. The Services are provided to assist you in obtaining genuine leads and entering into business dealings with Customers. The Services are not to be used if you do not intend to enter into and ensure successful completion of Bookings. You therefore agree that you will not:
  1. use the Platform and Services for the purpose of obtaining leads for resale or trading with other third party suppliers of the same or similar Equipment;
  2. accept any attempted resale, trade, or exchange of leads obtained via the Services;
  3. pose as a Customer and submit false enquiries, whether for the purposes of identifying potential competitors, discovering competitor pricing, identifying third parties with whom you may wish to work, or for any other illegitimate purpose;
  4. attempt to solicit or entice any Customer to deal with you other than via the Services, or pay Booking Fees via other means, so as to avoid your Commission liability, or otherwise attempt to circumvent the Platform or Services; and/or
  5. use your access to the Platform and Services in order to build, develop, promote or offer any competing product or service.
2. We may monitor and audit your access to and use of the Platform and Services, and you agree to provide us with access to any records and information reasonably requested by us, in each case to enable us to verify your compliance with the restrictions in clause 7.1.
Complaints and disputes
1. You are solely responsible for the proper performance of a Booking and agree to respond promptly and reasonably to any query or complaint raised by a Customer. If we request any information in relation to an actual or potential query, complaint or dispute, you agree to provide the same promptly.
2. If you fail to respond to and/or resolve a genuine query or complaint and fail to engage with us in relation to the same, we may (but shall not be obliged to) take such action as we see fit, which may include cancelling the Booking within the Services and/or issuing a partial or full refund to the Customer. You shall be fully liable for and shall indemnify us in respect of such refund, which we shall offset against any other Booking Fees payable to you or which shall otherwise be payable by you to us on demand.