Terms & Conditions : Chester and North Wales DLC Ltd

DIRECT LINE COMMUNICATIONS LTD - TERMS AND CONDITIONS

1 - DEFINITIONS

(1) “Business organisation” means any sole trader, partnership, company or any other person or organisation who trades as a business and is not a consumer.

(2) "Client”, “Customer” or “you” means the person and/or organisation that purchases Services from us.

(3) "Consumer" shall have the meaning ascribed in S12 of the Unfair Contract Terms Act 1977

(4) "Contract" or “agreement” means the contract between you and us for the provision of Services incorporating these Terms and Conditions

(5) “Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, any contact or database rights, know-how, confidential information or process, any application for any of the above, and any other intellectual property right recognised in any part of the world, whether or not presently existing or applied for, which are held by the owning party

(6) “Lease Product” means any product which is supplied to you but which is actually leased to your organisation from a third party organisation. Lease Products are always subject to an agreement with a third party organisation.

(7) “Order confirmation” relates to orders which you place online using the website or which are dealt with by telephone only and means the email which confirms an order placed online via the website or telephone and describes the products together with any associated services which we will provide to you.

(6) “Products” means the products and equipment (such as telephone systems) which we supply to you as part of the Proposal or the order confirmation, as applicable.

(7) “Adapted Products” means Products which have been specifically adapted to meet your particular needs.

(8) “Proposal" means the document describing the services to be provided by us. This may be in the form of an email to you. A “Personal Proposal" is a Proposal which has been provided after a face to face meeting with you.

(9) "Services" means the advice and consultancy regarding telephone services or any other services, together with any associated products that we may supply to you, as specified in the Proposal or the order confirmation, as applicable.

(10) "Supplier" or “us” means Direct Line Communications Ltda company registered in England and Wales, Company Registration Number3665423, whose Registered Office is at Unit 1, Evans Way, Rowleys Park, Shotton, Deeside, CH5 1QJ. E-mail address is sales@dlc.co.ukVAT Registration Number 800941850.

(11) "Terms and Conditions" means these terms and conditions but will also include any special terms and conditions, which we agree in writing

(12) “Working days” means any Monday to Friday from 9am to 5pm, excluding all public and bank holidays in England and Wales.

(13) “Website” means the website and all content at www.dlc.co.uk

2 - ABOUT OUR PRODUCTS AND SERVICES

(1) (a) These Terms and Conditions apply to all offers (including quotations) and agreements for the provision of all Services and/or Products by us, and will prevail over any other agreement, documentation or communication whatsoever between us and can only be varied if we specifically agree so in writing. Any special conditions which apply will be set out in the Proposal, or the order confirmation, as applicable.

(b) Any samples, drawings, specification, product details in any format or any form of advertising material are shown by us to provide some indication of the Products and/or Services and are not part of any agreement unless specifically stated within the Proposal.

(c) Quotations are valid for 30 days and will then lapse unless they are specifically reviewed and renewed by us in writing.

(c) We supply Products and Services to customers who operate as business organisations and therefore, by purchasing from us, you agree that

(i) you are not a consumer and any statutory rights provided only to consumers will not apply.

(ii) any individual dealing with any purchase or entering into an agreement with us on behalf of an organisation is doing so with the full knowledge and acceptance of that organisation.

(2) (a) Advice and consultancy, including that relating to telephone systems which would be suitable for your organisation, is based on the information which you supply to us. Therefore, although we always use our best endeavours to try and achieve your objectives, supply of any Products and/or Services cannot guarantee specific results, or that your objectives will always be reached and it is ultimately your responsibility to ensure that they do meet your specific needs.

(b) We cannot be responsible for any action you take or fail to take as a result of our Products and/or Services, nor for any reliance you may place upon our Products and/or Services, nor any consequences whatsoever during or as a result of use of our Products and/or Services.

(3) (a)Details of the Products and/or Services which we will supply are contained within the Proposal, or the order confirmation, as applicable, which is valid for a period of 30 days. Any additional Services will be supplied at additional cost.

(b) For the avoidance of any doubt, from time to time part of our Services may be assisting you in obtaining Lease Products. We merely provide you with assistance to facilitate your acquisition of Lease Products but we do not actually lease any Products to you. Lease Products are always subject to an agreement with a third party organisation. Details of the Lease Products and the terms of supply will be contained in a Lease or other document which is supplied to you by the relevant third party organisation.

(c) Delivery of Products and Services will be provided at any location or locations specified within the Proposal or the order confirmation, as applicable. If you wish to cancel or wish to make any changes to any location or for us to supply to a different or additional location then additional charges will be incurred at our usual rate.

(4) For some Products and Services

(a) we accept orders via the telephone or website. By placing an order you are deemed to have accepted the details of the Product and/or content of the Services as discussed during the telephone call or as shown on the website, as applicable. Once an order is placed on the telephone or via the website, we will usually provide an order confirmation within 2 working days. The order confirmation confirms the formal agreement between us.

3 - PRICE AND PAYMENT

(1) (a) The price for Products and/or Services are exclusive of VAT or any other applicable properly levied tax and as shown on the Proposal or the order confirmation, as applicable.

(b) Prices are provided on the basis that the supply of Products and/or Services will commence within 12 weeks of your acceptance of the Quotation or Proposal or the Order Confirmation, as applicable. However, where supply is not started within 12 weeks then we reserve the right to adjust the prices and will advise you of any changes at least 7 days prior to the start of supply of services or products.

(c) Any Products and/or Services to be supplied which are additional to the Proposal or order confirmation will be agreed in writing between us and will be subject to additional charges at our usual rates.

(d) We will only be responsible for any disposal and recycling as detailed in the Proposal or the order confirmation.

(2) (a) Payment must be made in accordance with the Proposal or order confirmation, as applicable. Payment can be made by bank transfer (details on invoice), or by cheque (made payable to “Direct Line Communications Ltd”)

(b) Unless specified otherwise in the Proposal, or the order confirmation as applicable, payment is to be made as follows:

(i) Products - 20% of payment is due on the date of delivery of products and the balance of 80% is due within 30 days from the date of invoice (if applicable, per our Proposal).

(ii) Services are to be paid within 14 days of the date of invoice.

(3) Where payment or any part payment (including but not limited to any stage payment) is overdue (such as if there are problems with the payment method or payment does not clear or is not made on time), then we

(a) will immediately cease or suspend the provision of any Services until we receive full cleared payment. No rights will pass to you until such time as we have received full cleared payment for all sums outstanding to us.

(b) In accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended by the Late Payment of Commercial Debts Regulations 2002 and the Late Payment of Commercial Debts Regulations 2013 (Late Payment legislation interest) interest will accrue from the date that the invoice was due to be paid and penalties will be incurred until we receive cleared payment of all outstanding amounts and we may recover reasonable costs in obtaining payment, including but not limited to the costs of our agents Urecall Ltd.

4 - CLIENT’S OBLIGATIONS

(1) To enable us to provide the Services, you will at all times:

(a) co-operate with us and provide any complete documents, information and/or materials, support, access, and facilities required, and within what we deem to be a reasonable time from our request. Services will be provided appropriate only to information, documentation and anything which you provide to us.

(b) Ensure, where applicable, that any areas where we have agreed to install Products are clear and are prepared in accordance with the Proposal or order confirmation.

(c) ensure that any documentation, information and anything which you supply to us, in whatever format, will be complete, true, accurate and valid, will not breach any rights of any third party, whatsoever in nature, and is not contrary to any law and that you will neither omit nor withhold any information or documentation required nor change any information or documentation that would cause it to be false or inaccurate, and is virus-free. Furthermore, you specifically agree to notify us immediately if you become aware of any error or change in anything whatsoever which you have supplied to us.

(d) obtain all and any permission, consents and anything similar required prior to the supply of the Products and/or Services (for example the consent of joint owners). Unless specified in the Proposal, or detailed on the website and confirmed within the order confirmation, as applicable you are responsible for any associated costs.

(e) grant us a non-exclusive, worldwide, and royalty-free sub-licensable licence for the whole of any agreement between us, if applicable, to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, copy, create derivative works from, distribute, perform, display, and otherwise use anything which you provide to us as necessary solely for the purposes of rendering and operating our services to you.

(f) To use, store and maintain Products in accordance with manufacturer’s instruction and, where applicable, in accordance with any advice we provide to you and in accordance with any lease agreement.

(g) be solely responsible for the use of any Products and/or Services supplied and that you will use the services legally and only for the purposes that such services are intended to be used, complying with all statutes and statutory regulations applicable to the Services.

(h) understand that it will always remain your responsibility to retain, as applicable, up to date copies and/or back-ups of anything which you supply to us (such as documentation) and it is not our responsibility to retain any copies or back-ups for you. We always advise that you retain, as applicable, copies/back-ups and we are not responsible for the destruction or damage of anything which you submit to us, including replacement or any losses whatsoever which occur as a result. We advise you maintain adequate insurance, including, as appropriate, in transit.

(2) You will also comply with all and any special terms contained within, as applicable, the Proposal, order confirmation or as detailed on the website.

(3) You understand and agree that certain Products and/or Services may require you to provide us with identification and other documentation, in the required format, to enable us to complete such checks, including electronic checks, which we are required to undertake.

(4) You will indemnify us against all claims, costs and expenses which we may incur and which arise, directly or indirectly, from your breach of any of your obligations to us.

5 - OUR OBLIGATIONS FOR SUPPLY TO YOU

(1) (a) Products and/or Services will be supplied to you in accordance with the details provided on the Proposal or Order confirmation, as applicable. Additional Products and/or Services will be supplied at our usual rates.

(b) Installation Services are as detailed in the Proposal or Order Confirmation and, unless specifically specified, do not include

(i) the use of specialist equipment or

(ii) the costs involved in preparation (such as cutting away) or making good (such as wall surfaces) or

(iii) anything other than surface installation of cables which will be installed and clipped onto walls - trunking or conduit is not included

(iv) any more than two visits to site

(2) (a) We will supply Products and/or Services to the best of our ability, with reasonable skill and care, to a reasonable standard and in accordance with the description of such Services contained within the Proposal or detailed on the website and confirmed within the order confirmation, as applicable. Time limits provided are estimates only.

(b) However, we can not be held responsible for any delays nor any failure to provide or any unavailability. Particularly, we will not be responsible for any delays or failure to provide services as a result of

(i) Force Majeure or any other cause or circumstances beyond our control

(ii) any failure on the part of the third party

and we are entitled to a reasonable extension of our obligations.

(3) In order to effectively supply the Services, we reserve the right to suspend Services and to procure the services of any other persons and/or organisations with suitable skills and experience and use alternative locations as are necessary from time to time.

(4) Where specified on the Proposal or detailed on the website and confirmed within the order confirmation, as applicable, when we provide the services to your organisation we deal with nominated persons.

(5) We make no warranty against electronic virus, worms or any other fault or defect or problems which may occur or as a result thereof, of anything we send to you

(6) Except as expressly stated in these terms and conditions, or any Proposal or order confirmation, or those which apply operation of law or otherwise, are hereby excluded in relation to the Products and/or Services to be provided by us.

(7) If we have specifically agreed to supply any information, report or documentation, they will be in whatever format and contain the information that we, in our sole and absolute discretion, deem appropriate.

6 - INTELLECTUAL PROPERTY RIGHTS

(1) Unless specifically provided for within the Proposal, or the order confirmation, as applicable we retain all the Intellectual Property Rights in the Services and any results whatsoever produced as a result of the Services.

(2) During the provision of the Services and as applicable upon termination, subject to cleared payment having been made in full by you in accordance with the Proposal or the order confirmation, as applicable we grant you a world-wide, royalty-free, non-exclusive licence to use the Services and any results whatsoever produced as a result of the Services for the purposes they were purchased for.

7 - FAULTS

This clause deals with what happens if your Products develop a fault.

(1) If a Product is delivered to you and is faulty or damaged on delivery, you must contact us within 7 days of delivery by telephone or email as detailed in clause 1(10).

(2) (a) Certain Products are supplied with a manufacturer’s warranty which is usually limited to twelve months from the original date of supply. We will be happy to clarify what warranty (terms and for how long) is included in relation to Products we supply to you - please contact us directly.

(b) However, warranties will not usually apply if a fault arises due to:

(i) abnormal use or working conditions, failure to follow instructions, misuse, alteration or unauthorised repair, wilful damage, improper maintenance or negligence on your part or the part of a third party; or

(ii) any subsequent mechanical, chemical, electrolytic or other damage after risk has passed to you, which is not due to a defect in the Products;

(iii) Adapted products, which have not been specifically adapted by the manufacturer or in accordance with their specific written agreement.

(3) Should you wish a fault to be rectified under the terms of a manufacturer’s warranty you must

(a) contact us within 7 days of the fault occurring by telephone or email as detailed in clause 1(10).

(b) comply with the terms of the manufacturer’s guarantee.

(4) The manufacturer’s warranty is limited to repair or replacement, as we or the manufacturer deems appropriate, of the faulty Product.

(5) If your Lease Product develops a fault then you should, contact us.

(6) Where Products and/or Services form part of a Maintenance Agreement, please refer to the terms of your Maintenance Agreement.

8 - “NEVER KNOWINGLY MIS-SOLD GUARANTEE”

(1) Our Services will be free from defects in materials and/or workmanship for a period of 6 months from the date that they are supplied.

(2) Our Personal Proposals contain what we believe to be the best Products and/or Services to meet your identified needs, based on the information you provide to us. If you accept a Proposal then we will provide you with our “Never knowingly mis-sold guarantee”, which means that if those Products and/or Services appear, in our reasonable opinion, to be unsuitable for your needs within 6 months of supply to you we will, at our own expense, provide you with such additional Products and/or Services which we deem to be required, subject to a maximum allowance of £1000.

9 - PROPERTY AND RISK

(1) We retain the title in any Products or results of Services until you have made full and cleared payment and must ensure that any relevant third parties are made aware of this and that you keep Products safe and secure. You may not place any lien or other chargeable interest on any Products nor allow any form of full or part disposal.

(2) The risk in any Products or results of Services will pass from us to you when they leave are despatched to you or when they are delivered to you if we have agreed that we will personally deliver them to you.

(3) This means that you are responsible for safe-keeping of any Products or results of Services and must notify us immediately should they be damaged in any way. You are advised to hold current, valid, applicable and adequate insurance in respect of any Products, materials or results of Services which are within your care.

9 - CANCELLATIONS AND TERMINATION

(1) If the Products and/or Services do not comply with the Proposal, or detailed on the website and confirmed within the order confirmation, as applicable then you should notify us in writing within 7 days of such non-compliance or fault. We will, at our sole discretion, then rectify the problem or provide you with a refund. However, if you have not paid in full for the Services or you have not complied with your obligations, then we are under no obligation to

(2) If one party commits a material breach of this Agreement and either:

(a) the breach is not capable of being remedied; or,

(b) where it is capable of being remedied, the breach has not been remedied within 30 days of written notice of the breach by the party who has not committed the breach,

then the party who has not committed the breach may terminate the Agreement forthwith, by written notice to the other party.

(3) (a) Other than as provided for in this Clause, either party may terminate this Agreement (as regards some or all of the Services) at any time, for any reason, by giving to the other 30 days’ written notice. Any payment which is due for Services supplied up to the date of termination remains payable. Any payment already made for Services supplied up to the date of termination is non-refundable.

(b) However, if the Services are subject to a fixed contract period (for example 12 months), then you may terminate the Agreement (as regards some or all of the Services) before the end of the fixed time, at any time, for any reason, by giving us 30 days’ written notice. However, any payment which is due remains payable and any payment already made is non-refundable.

(4) This Agreement will automatically terminate if either of us, as applicable, passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect, ceases to carry on its business or substantially the whole of its business, or is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

10 - LIMITATION OF LIABILITY

(1)Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or that of our employees or agents.

(2) We will never be liable for any indirect, incidental or consequential loss or damage, including any economic loss or loss of profit or business whatsoever suffered by you or any third party howsoever caused, including as a result of any negligence, breach of contract, misrepresentation or otherwise.

(3) Time is not of the essence and time limits provided are estimates only. We will incur no liability to you in respect of any failure to supply Products and/or Services, or any part thereof, by any agreed date.

(4) In the event that we breach any of these Terms and Conditions, your remedies are limited to damages which, in no circumstance whatsoever, will ever exceed the sum of £1000 or the price paid for those Products and/or Services, whichever sum is lower.

11 - INFORMATION AND DATA PROTECTION

(1) Any services we provide to you will be reliant on information provided by you, so you are responsible for ensuring that any information you provide is accurate, correct and up-to-date.

(2) Data will be held according to current applicable Data Protection legislation subsisting in England at the time of any applicable agreement between us.

12 - QUERIES, COMPLAINTS AND NOTICES

(1) Queries and complaints must be addressed in writing to Paul Wood, Managing Director, using our postal address at Clause 1(10) above. We aim to respond within 10 working days of receipt. If any cause of complaint may amount to a breach of any of these Terms and Conditions, then you must allow us 30 days to remedy that breach.

(2) You are not entitled to withhold any payment, or part thereof from us.

(3) In the event of a dispute between us, you agree to attempt to settle any dispute in good faith and will, as we request, by mediation before any arbitration or litigation is commenced. (4) Notices for us must be in writing by

(a) email to us at cs@dlc.co.uk and for you, using the email address on the Proposal or the order confirmation, as applicable. Notices by email are deemed to have been received on the day on which they were sent following a valid successful delivery receipt being retained by the sender OR

(b) by post to our address at Clause 1(10) above and for you, using the email address on the Proposal or the order confirmation, as applicable, using a tracked service where the sender retains details of posting and a signature is obtained from or on behalf of the addressee. Notices by post will be deemed to have been received on the date that Royal Mail obtains a record of receipt from or on behalf of the addressee.

(5) in the event that any query, complaint, or notice cannot be resolved internally, we also offer to resolve the matter through external arbitration or negotiation through a third party approved by us in writing.

13 - GENERALLY

(1) You specifically agree that you can not transfer, sell or share any rights in any way and nobody else can benefit but you, without our express written consent.

(2) Nothing in these Terms is intended to give any benefit to any third party (whether referred to herein by name, class, description or otherwise), or any right to enforce any Agreement with us.

(3) You agree that nothing in these Terms and Conditions will be deemed to create any partnership, joint venture or agency relationship between us.

(4) Nothing in these Terms and no express or implied waiver by us in enforcing any of our rights shall prejudice our rights to do so in the future.

(5)Each clause or any part at all of these Terms is to be regarded as independent of the others. This means that should any clause or any part at all of these Terms be found to be unenforceable or invalid, it will be severed and will not affect the enforceability or validity of the rest of these Terms or our Agreement.

14 - GOVERNING LAW AND JURISDICTION

These Terms and Conditions shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.