“Airtime Agreement” refers to the agreement with the relevant network provider.
“Client Review” refers to an in-commitment review between the Company and the Customer, which discusses the Customer’s Airtime Agreement and contract with the Company.
“Company” refers to D R Communications Ltd; company registration number – 5042330, whose trading office is 10 Kingsclere Business Park, Kingsclere Business Park, Nr. Newbury, Berkshire, RG20 4SW.
“Customer” means any person, company, firm, body, association or organisation that will be partaking in services from the Company.
“Downward Migrate” refers to a change in tariff, by Customer request, which reduces the amount of monthly line rental payable by the Customer.
“Equipment” refers to any items supplied by the Company.
“Funding” refers to the amount payable to the Customer at the discretion of the Company; taking into account any connections, tariffs and the Minimum Term the Customer agrees to under the Airtime Agreement.
“Minimum Term” will be the term stated on the Airtime Agreement.
“Order” refers to any Equipment or services provided by the Company on request of the Customer.
These terms and conditions should be read in conjunction and accordance with the network Airtime Agreement, and apply to the agreement between the Customer and the Company. These terms and conditions may be subject to change at any time.
3.1 The duration of the Customer Funding Agreement will be the period specified in the Airtime Agreement.
3.2 The Customer’s contract with the Company will be subject to a Client Review which will take place during the Minimum Term.
4.1 The Customer acknowledges that the supply of Equipment, Orders or other business or activity by the Company, including the Airtime Agreement supply will be subject to these terms and conditions.
4.2 Any previous agreements between the Company and the Customer or vice versa will not be incorporated into these terms and conditions.
5.1 All prices for Orders are in UK pounds sterling, and exclude VAT, delivery charges and installation charges – where such charges are applicable.
5.2 Prices for Equipment are at discretion of the Company, who reserve the right to revise prices, limit quantities, correct errors in its documentation and refuse Orders; the Customer acknowledges that such factors may change before an Order is placed, but will not affect any Orders already accepted by the Company, unless an error in pricing has been made by the Company.
5.3 If the Company have made an error in the price of any Equipment, they will inform the Customer as soon as possible; if an Order has been made by the Customer they will be asked whether they wish for the Order to go ahead with the correct price. However, the Company are not obliged to fulfil an Order that was advertised with an incorrect price.
5.4 Property will remain in the title of the Company until the full amount of the value of Equipment or Orders invoiced has been credited to the Company, by the Customer.
6.1 The Customer acknowledges that the Company may use a carrier service, and may change this carrier without giving notice to the Customer providing there is no decline in service level.
6.2 The Company shall use reasonable endeavours to supply and deliver Orders in accordance with any such date, address and other instructions specified by the Customer; however, time shall not be of the essence. The Company shall not be liable for its inability to deliver Orders or when prevented from doing so by any cause beyond its reasonable control.
6.3 Liabilities, such as loss and damage, for Orders will be passed to the Customer at the time of the delivery; goods will be deemed as delivered by the Company even if the Customer refuses delivery.
Unless the Customer has an agreed Funding, as stated in clause 8, on their account they must accept all payment charges for the Equipment at the time they place the Order or at the time of despatch, following this the Customer will be sent an invoice by the Company which must be paid and cleared within 30 days. The Company reserves the right to levy a surcharge for all credit card transactions in accordance with the Company’s tariff where applicable, a copy of which will be available at the Company’s place of business as stated in clause 1. The Customer acknowledges that the Company have a right to levy an interest charge for late payments and non-payments at the rate of 2% above the base rate of NatWest Bank plc. from the date such payments were due, until paid off in full by the Customer.
8.1 The Company may allocate the Customer, acting in its sole discretion, Funding as a consequence of entering into the Airtime Agreement with the relevant network provider.
8.2 The Customer acknowledges that Funding for new connections and upgrades processed after August 2013 is accrued retrospectively, which can be up to two months in arrears according to the network billing cycle.
8.3 Funding is only accrued on connections in commitment with the relevant network provider and in accordance with the Airtime Agreement.
8.4 In the event that a Customer is provided Funding, at the sole discretion of the Company, this Funding is to be used during the Minimum Term agreed between the Company and the Customer, subject to the remaining conditions of this clause.
8.5 The Customer acknowledges that any existing Funding will be subject to these terms and conditions. Entitlement to continued Funding is on the condition that the Customer resigns the Airtime Agreement. Accrued Funding can be used by the Customer in the following ways or by a combination of them; 8.5.1 To set off the value of any Equipment or Orders placed by the Customer during the Minimum Term; or
8.5.2 Subject to the conditions of this clause, the amount of Funding may be paid in credit to the Customer during the months of; February, May, August and November, unless otherwise agreed with the Company; or
8.5.3 To discharge any termination charges the Customer may have following the termination of any previous Airtime Agreement subject to prior agreement with the Company and providing an invoice from the Customer. Where the invoice is for termination charges, proof should be given by the Customer to the Company within three months from the connection date of the new Airtime Agreement.
8.6 In the event that the conditions and timescales set out in clause 8.3 are not met by the Customer, the Customer’s right to the Funding shall cease.
8.7 The Customer acknowledges that Funding remains in the control and property of the Company at all times and is conditional on; the connection and continual use of numbers during the Contract Term and the provision that the Customer does not Downward Migrate these numbers.
8.8 Any Funding remaining on expiry of the Minimum Term will stay in the control of the Company until the Customer has renewed the Airtime Agreement following a Client Review. If the Customer does not renew their Airtime Agreement and contract with the Company, Funding shall remain in the Company’s control and property severing any Customer entitlement.
8.9 The Customer is not entitled to cancel this contract without the permission of the Company. Where permission is not given and the Customer moves management or cancels the Airtime Agreement before the Minimum Term specified in clause 3.1, the Company is entitled to recover or withhold any Funding paid to the Customer.
9.1 The Company will only be liable where a breach of these terms and conditions have occurred; any liability such as in contract, tort (including negligence), statute or otherwise is hereby excluded. In any event of the above, the Company will not be liable for the loss of revenue in any event; loss of business; loss, damage or corruption of data; loss of profit or loss of contracts; loss of anticipated savings; loss of goodwill.
9.2 The Company makes no representations in relation to the fitness or suitability of goods, and it will be up to the Customer to carry out such tests.
9.3 In any event, the Company will not accept liability for the damage or loss of goods while in the possession of the Customer, or at time of delivery as stated in clause 6.
9.4 The Company will not be liable for the disconnection of numbers held in any previous Airtime Agreement, and the Customer acknowledges that they will be responsible for this disconnection with the relevant network.
9.5 The Company will not be liable for any loss as a result of electromagnetic frequencies or any similar result from Equipment or Orders. However, there will be no limitation against the liability of fraud, death or personal injury arising from negligence of the Company.
The Company will not be liable for any breach, delay or default in performing hereunder, if such breach, delay or default is caused by conditions beyond its control including but not limited to any act of God, fire, floods, storms, explosion, epidemic, war, governmental actions, strike, industrial action, acts of terrorism, protests, non-availability of materials or supplies or any other event outside the reasonable control of the Company.
11.1 The Customer is not entitled to cancel this contract without the permission of the Company. Where permission is not given and the Customer moves management or cancels the Airtime Agreement before the Minimum Term specified in clause 3.1, the Customer shall indemnify all losses suffered and expenses occurred by the Company as a result of this termination, which the Company will invoice the Customer.
11.2 The Customer acknowledges that such losses and expenses may include; a minimum payment to the network of the amount of the outstanding line rental charges, any request for repayment of funds by the network associated with this agreement, any minimum contract spend, annual support charges, contracted call bundles, subscriptions or otherwise that would have been paid by Customer had the Airtime Agreement have continued for the Minimum Term.
11.3 Either party may terminate its contracts and services with the other party at any given time, provided one months’ written notice is given, subject to the payment of the Company’s losses and expenses, set out in this clause.
12.1 Most Equipment sold by the Company comes with a manufacturer’s warranty. This warranty does not affect your statutory rights which cannot be excluded or restricted at law. The Company will not be liable, nor enter into warranty claim discussions, under any circumstances, for the following; 12.1.1 Any defect caused by fair wear and tear; or
12.1.2 Equipment subjected to abnormal usage or where the defect is due to the act, neglect or default of anyone other than the Company; or
12.1.3 Where the Equipment or any component parts thereof are the subject of a separate guarantee given by a third party the benefit thereof is hereby assigned by the Company to the Customer. The Customer acknowledges that the Company offers no specific warranties in respect of fitness for any particular purpose of the Equipment delivered or for any injury, damage or loss resulting from such defects from any cause whatsoever. The Customer shall have no claim for loss of profit or contracts or consequential loss which may be suffered by the Customer or any third party arising out of such breach of warranty.
12.1.4 The Company will have no liability for Equipment sold on a no warranty basis.
12.2 The Customer accepts that the Company will not exchange or replace any Equipment, unless the Equipment is; 12.2.1 Wrongly ordered, in which case must be returned unopened and in its original condition; or
12.2.2 Faulty, in which case may be covered by the manufacturer’s warranty discussed previously in this clause, however subject to the remaining provisions of this clause.
12.3 If a fault occurs within 14 days of receipt, the Equipment and all its contents must be returned to the Company in the original packaging and a replacement will be issued. A Customer whose Equipment becomes faulty after 14 days must notify the Company, depending on the network or fault the Customer will be advised on the next course of action.
12.4 If on close inspection there is reason to believe that the fault occurred due to wilful damage; including but not limited to, liquid damage, sand abrasion, dropping, misuse, neglect, repair or modification by the Customer, the Company are not obliged to cover postage charges or offer a refund/replacement.
12.5 If the Equipment is replaced and later determined to be beyond economical repair due to Customer damage, the Customer shall be liable for the cost of the replacement.
12.6 The Company will not accept any products returned for credit, repair or replacement without issuing prior consent.
12.7 It will be the Customer’s responsibility to pay return carriage costs, but the Company recommend Royal Mail Special Delivery or a courier. Until the Equipment is received by the Company, it shall remain at the Customer’s risk.
12.8 The Company is unable to process any returns, refunds or cancellations of contracts until the Equipment has been received and inspected.
12.9 If Equipment fails to be returned the Customer will still be responsible for the cost of the Equipment and payment of monthly line rental on any contract for the life of the contract.
12.10 The Customer acknowledges that termination of this contract and/or the Airtime Agreement with the Company will sever the Company’s responsibility to process warranties and returns as previously specified in this clause.
13.1 If it is held in court that any of these terms and conditions are in whole or part, unenforceable or illegal, such term will be severable from this contract and the Customer acknowledges that a replacement clause may be substituted, and the remaining terms will continue in force.
13.2 Omission to enforce any of these terms and conditions shall not be construed as a waiver of any such terms and conditions by the Company.
13.3 No variation of these terms shall be binding upon the Company unless and until it is confirmed in writing by a Director of the Company.
13.4 The Company will be entitled to amend any of these terms and conditions upon giving the Customer seven days’ written notice, changes will then be effective upon publication.
13.5 The Customer agrees that the Company may monitor calls made to the Company for training purposes and improve the levels of customer services.
13.6 All confidential information will be kept between the Customer and the Company, except to the extent any disclosure is required by law.
The Company do not intend any term of the contract to be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not party to it.
This contract shall be governed by and interpreted in accordance with the laws of England and Wales and the parties hereby submit to the jurisdiction of the courts of England. Implied terms shall be excluded to the fullest extent permitted by law.