Education Hardware Rental Terms

For the rental of equipment set out in the Education Hardware Rental Particulars (Equipment) (Particulars) by RipeGlobal Pty Ltd ACN 640 129 148 (we/us/our).

These Education Hardware Rental Terms (Rental Terms) and the Particulars comprise our agreement with you (the Detail Practice set out in the Particulars) (Agreement).

1. Acceptance and term

The Agreement commences when you sign and return the Particulars to us and continues until terminated under clause 6 (Term).

1. Equipment
1. We are the owner of the Equipment and we agree to rent the Equipment to you for the Term on the terms and conditions contained in the Agreement.
2. The Equipment remains our property during the Term and must always be labelled clearly to indicate this.
3. You acknowledge that the Equipment may be in a used-condition.
2. Costs

• Rent

1. You must pay the Rent in the amount, at the times and in the manner specified in the Particulars.
2. Unless otherwise set out in the Particulars, we will charge rent in advance each calendar month, commencing on the equipment delivery date. (Rent Commencement Date). 
3. Rent will arise from the Rent Commencement Date for the Term.
4. You must not set-off or deduct any amount from the Rent.

• Freight

You must return the Rental Equipment to us within 14 days, with packaging and freight cost paid by you. Items not received at our warehouse in the required time will be charged to you at the total value. Shipping to:

1. the delivery address nominated in the Particulars (Delivery Address); and 
2. its return to us needs to be in its original cardboard box or approved suitable packaging. We can provide this to you at an additional cost at time of return.

• Deposit

1. You must pay the Deposit in the amount and in the manner specified in the Particulars.
2. We will return the Deposit to you upon termination of this Agreement, subject to clauses 4.2 and 6.

• Consumable Items

1. We may provide you with certain consumable items as part of the initial delivery of Equipment which does not form part of the ongoing Agreement.
2. You acknowledge and agree that any replacement consumable items will be provided upon request at an additional charge separate to the Rent payable under this Agreement.

• Payment Requirements

You must make the payments under this Agreement in the manner we reasonably require, including by direct debit or electronic funds transfer.

1. Your Obligations and responsibilities

• Usage and maintenance

At all times during the Term, you must:

1. maintain the Equipment in good order and repair (subject to fair wear and tear) at all times during the Term by ensuring the Equipment is maintained in accordance with the manufacturers recommendations;
2. use the Equipment solely for the  purposes for which it is intended and in accordance with applicable usage guidelines we have supplied (either directly or via our website);
3. not make any alteration, addition or attachment to the Equipment without first obtaining our consent;
4. not alter or deface any identifying mark or number on or relating to the Equipment;
5. keep the Equipment under your control and refrain from selling, subletting, charging or parting with possession of the Equipment; and
6. immediately notify us in writing of any loss, damage or defects in the Equipment in writing.

• Risk and Damage

1. The Equipment is at your risk from the time it is delivered to the Delivery Address until it has been returned to us. Whilst the Equipment is at your risk, you are responsible for any loss or damage to it not covered by our warranty in clause 5.
2. To the greatest extent permitted by law, you solely assume all responsibility relating to your possession, use, storage and maintenance of the Equipment that causes injury, death or damage to any person or property. 

• Insurance

To reduce your exposure under clause 4.2, we recommend you insure: 

1. the Equipment for its full replacement value as published on RipeGlobal’s website or as advised by us to you from time to time; and 
2. all your staff against the foreseeable risks relating to usage of the Equipment, and maintain such insurances throughout the Term.

1. Equipment warranty
1. Where you have complied with your obligations under clause 4.1, we warrant that the Equipment will be in good working order and condition throughout the Term.
2. In the event the Equipment is not in good working order and condition, we will cause for its repair or replacement as soon as we are practically able, following our receipt of a notification from you in writing. 
3. You acknowledge and agree that we are not liable for any loss, cost, damage or delay caused by any breakdown or malfunction of the Equipment.
2. Termination

• Termination 

1. Either party may terminate this Agreement by providing 30 days written notice to the other.
2. We may immediately terminate this Agreement where:
1. you are in default and:
1. the default is incapable of remedy; or
2. you have failed to remedy your default within 7 days; or
2. the Equipment is subject to a manufacturer’s recall.

• Effect on Termination or expiry

1. Upon termination, you must immediately return the Equipment to us in good operating condition. 
2. Your obligations to make payments to us (under clause 3.5) and to maintain the Equipment in good working order (under clauses 4.1 and 4.2) survive termination and continue until the Equipment is returned to us.
3. Upon our receipt of the Equipment, we will refund the Security Deposit to you, less any amount deducted to cover:
1. any Rent or other amount owed to us under this Agreement; and
2. the reasonable cost of rectifying any loss or damage to the Equipment you are responsible for.
4. Where the Deposit is insufficient to cover the lost Equipment or damage, you must pay us the deficit with the payment method on record or on demand.
1. Indemnity

• Indemnity 

You agree to indemnify us against any loss that may be incurred by us arising from or in connection with your use of the Equipment or any breach or default by you of this Agreement, including a failure to return the Equipment to us within the specified timeframes.

• Limitation

To the extent that any claim or loss occurs as a result of our negligent act or omission, your liability under term 8.1 will be proportionately reduced.

1. Security Registration

• Registration

You agree that we may register a security interest over you in respect of the Equipment on any securities register in the jurisdiction the Equipment is located without notice to you.

• Security Agreement

This Agreement is a security agreement and the collateral under this Agreement is the Equipment, together with any other equipment provided by us to you from time to time.

1. Assignment
1. We may assign, transfer and novate our rights and obligations under this Agreement at any time by giving written notice to you. 
2. You must not assign, or attempt to assign, your rights or obligations under this Agreement without our prior written consent.
3. After an assignment the assignor remains principally liable jointly and severally with the assignee for the performance and observance of all obligations assigned to the assignee.
2. Standard Provisions

• Costs and Outlays

Each party will pay their respective costs and expenses of and in connection with the negotiation, preparation, execution, and performance of this document.

• General

1. This document may only be varied by a further written agreement signed by or on behalf of each of the parties.
2. The parties agree that the electronic signature of a party to the Agreement will be as valid as an original signature of such party and will be effective to bind such party to this Agreement.
3. This document contains the entire agreement between the parties about its subject matter.  Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.
4. Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this document. 
5. Any provision of this document that is illegal, void or unenforceable will be severed without prejudice to the balance of the provisions of this document which remain in force.
6. Time is of the essence in relation to the performance of your obligations under this Agreement.

• Personal responsibility

Each person who accepts this Agreement clause 1 acknowledges and agrees:

1. that they are jointly and severally liable for the payment of all fees, costs and expenses under this Agreement; and
2. to indemnify us for any loss we suffer because the party engaging us does not pay any fees, costs and expenses owing under this Agreement for any reason.

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