TERMS AND CONDITIONS – CALLS, LINES & BROADBAND
RYDAL COMMUNICATIONS STANDARD TERMS & CONDITIONS
"This Agreement, along with the separate pricing plan, sets out all of the terms and conditions relating to the supply of Calls. Lines and Broadband “ByRydal Communications
This Agreement covers the provision by Rydal Communications Limited to you of our Services., “We”, “us”, or “our” means Rydal Communications Limited a limited company incorporated in England and Wales registered under Number whose registered office is at Unit 114 Culley Court, Orton Southgate, Peterborough PE2 6WA
- Tariff - You will be charged for line rental and calls at the rates shown in our Price and Tariff Guide
- Payment - You shall pay our Invoices by direct debit. You will be charged an administration fee for any monthly payments tendered by other means. If you do not pay any of our invoices you will incur an administration fee that will be included on your next monthly bill. Other Charges may apply.
- Contract length - The Minimum Term, of 12 months. This Agreement begins on the Effective Date and will continue in force until terminated by either of us in accordance with the Agreement. This Agreement operates under the rules of Automatically Renewable Contracts (ARC). The Agreement means that at the end of the MCP Minimum Contract Period the Agreement will automatically roll forward to a new Minimum Contract Period. Customerswho have 10 or less employees are advised to discuss and clarify these terms with us as on signing this Agreement you accept that a Minimum Contract Period is in force and ARC rules apply
- Cancellation Fee - If you terminate the Agreement (or we terminate it because of your conduct) before the end of the Minimum Term, you will be charged a Cancellation Fee.Other Charges may apply to you
- This Agreement covers the provision by Rydal Communications Limited to you of our Services.
- The Services under this Agreement are for businesses. You have confirmed to us that you are a trading business.
- We may take instructions from a person if we have a good reason to think that he or she is acting with your permission
Acceptance of These Terms
These terms and conditions apply exclusively to the contract between us and you and are for the provision of the Service and/or Our Equipment and/or the Equipment to the exclusion of all other terms and conditions including any terms and conditions which you may purport to imply under any purchase order or similar document. All orders for the Service and/or Our Equipment and/or Equipment shall be deemed an acceptance by you of the application of these terms and conditions. Acceptance of the delivery of Our Equipment and/or Equipment and/or the commencement of the provision of the Service shall be deemed conclusive evidence of your acceptance of these terms and conditions.
1. Period of Contract
This is a legally binding contract for the supply of our services to you under a Minimum Contract Period as determined in the Agreement form. If you decide to leave the agreement before the duration of the Minimum Contract Period youwill have effectively broken the contract and subsequently be liable to a cancellation fee of £99.00 per fixed line/channel/or hosted VoIP Seat, in addition to any outstanding charges. There are no exceptions to this clause
2. CONNECTION AND SUPPLY OF SERVICES
2.1 We cannot guarantee an exact date for the provision of the services
2.2. On signing this agreement you accept that although Rydal Communications will endeavour to provide service to you on an agreed date Rydal Communications will not be liable or accept any liability in failing to meet an agreed date of connection
2.3. Rydal Communications will also be reliant on Force Majeure Clause at Clause 3 although this shall remain a separate issue from your acceptance of Clause 2.1
2.4 We will use all reasonable endeavours to provide you with the quality and coverage of Service that we are able generally able to provide to our customers.
2.5 You understand on signing this agreement that Rydal Communications like any service provider cannot be held responsible or accept liability for things outside their control such as faults in other telecommunications networks.
2.6 We may have to temporarily suspend all or part of the Service for operational reasons, in the event of an emergency, for your security or if repairs to/and maintenance of the Network is required. We will within reason and our ability to do so give you notice of any such suspension.
2.7 We will refund to you on a pro-rata basis such proportion of the Monthly Rental Charges you have already paid in respect of any period during which we have suspended the Service for any reason except non payment, breach of contract or misuse of the Communications Act 2003..It is understood that any late payment fees etc will be if necessary held against this arrangement. and deducted from any payment to you.
2.8 We may refuse to connect you to the Network if we discover any of the information you have provided to us in your application for services either verbal or written is inaccurate or misleading.
2.9 You understand that we will connect you to the Network only if you meet our financial requirements and other criteria.
2.10 We will write to you to inform you of our decision not to provide you with service. We are not obliged to disclose the information which has led us to this decision.In such an event this Agreement will automatically terminate.
2.11 We will connect you to the network by both supply and installation of our equipment or reprogramming your equipment.
2.12 If we have to alter the Service as a result of regulatory or technical changes, you will be responsible in terms of financial outlay for any changes needed to your equipment;
2.13 We may replace our equipment or alter any telephone number or any other code or number allocated by us in connection with the Service
2.14 You shall provide us free of charge with all information, assistance or facilities which we may reasonably require to enable us to supply the Service and fulfil our obligations under this Agreement.
2.15It is a condition for the provision of Rydal Communications services that the customer will allow access at all reasonable times to Rydal Communications Employees in the execution of their duty for the purpose of maintaining, inspecting or recovering Rydal Communications equipment.
2.16You sign this agreement in the knowledge that in order Rydal Communications may provide you with the ultimate service,the responsibility of preparing your premises in accordance with our instructions and providing a mains electricity supply lies with you and all such preparation work and any reinstatement work we need to carry out after providing services at your premises any additional financial outlay will be your responsibility.
2.17Prior to providing you with Service it may be necessary to obtain the consent approval of a third party. The obtaining of such consent lies with you and we will ask you to obtain this approval from the third party in writing. Our ability to provide you with the Service will be dependent upon all such consents and approvals being properly in place.
2.18 It may be necessary that in order for us to provide you with services and network connection we may have to re-programme our equipment or your equipment. We may charge you for all costs we incur in this respect.
2.19 We will install any necessary Connection Points, Exchange Lines and other ancillary equipment in order to connect our equipment to the network
3. Force Majeure
Rydal Communication Limited is not liable for failure to perform the party's obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or telephone service. No party is entitled to terminate this Agreement (Termination) in such circumstances.
If a party asserts Force Majeure as an excuse for failure to perform the party's obligation, then the nonperforming party must prove that the party took reasonable steps to minimize delay or damages caused by foreseeable events, that the party substantially fulfilled all non-excused obligations, and that the other party was timely notified of the likelihood or actual occurrence of an event described in Clause 3(Force Majeure).
4. USE OF THE SERVICE
4.1 On signing this agreement you are fully aware that you must not under the Communications Act 2003 use this service for:
4.1.1 Sending any messages or communications which are immoral, indecent, offensive, obscene, defamatory menacing or for any malicious purpose; fraudulently, or for any illegal or unlawful purpose; to harass, annoy, inconvenience or cause needless anxiety to any person and you must not encourage, request or permit anyone else to use the Service in this way.
4.2 You must use the Service in accordance with all reasonable instructions we issue you with at the beginning of the contract or at any point during the life time of this contract
4.3 The relevant provisions of The Communications Act 2003 or any other relevant law, code of practice or regulation;
4.4 Any direction of the Director General of Telecommunications or other competent authority and any licence which governs the running of your own telecommunications system.
4.5 You shall not acquire any rights in relation to any telephone number(s) or any other code or number allocated by us in connection with the Service.
4.6 For the avoidance of doubt property and ownership in Our Equipment shall not pass to you at any time.
4.7 You shall ensure that any of your equipment used in connection with the Service is in good working order and conforms to the relevant standard or approval for the time being designated under the Act and is suitable for connection to the Network.
4.8 We do not have to connect or keep connected any of your equipment which, in our reasonable opinion, is liable to cause death or personal injury to any person, damage to our Equipment or is likely to impair the quality of the service we offer to you or any other person.
4.9 You shall not move, modify, relocate or otherwise interfere with any of our equipment which is installed on your premises and shall not allow our equipment to be repaired, serviced or maintained by anyone other than our authorised representative. Any breach of this condition may lead to suspension or termination of your service and any costs associated with repairing or replacing our equipment due to your breach will be entirely your financial responsibility and the company will take all steps to recover any monies due.
4.10 You agree to take reasonable care of our equipment and agree to be responsible for any loss or damage occurring to our equipment after we install it at your premises. You are advised to take out appropriate insurance in the eventuality any of our equipment needs to be repaired or replace due to actions on your part.
4.11 You will not sell, assign, mortgage, charge, underlet or part with possession of our equipment or any interest you may have in it and you will not permit any other person or persons to do so.
4.12 Your equipment may only be connected to the Network if we give prior written consent and by means of a Connection Point provided by us. You shall not connect any equipment to the Network directly or indirectly, nor permit any other person or persons to do so.
4.13 You may request the relocation of any Connection Point within Your Premises or the installation of additional Exchange Lines at Your Premises onlywith our written. It is at our discretion that such approval may be granted.
4.14 You shall pay us any relevant additional Charges and any other costs or expenses we incur at our usual rates in force from time to time.
4.15 You agree to indemnify us against all costs (including the costs of enforcement) expenses, liabilities (including any tax liability), injuries, losses, damages (including damage to or loss or theft of our equipment) claims, demands or legal costs (on a full indemnity basis) and judgements which we suffer or incur from or in any way connected with any use of this Service in breach of this Agreement or in connection with the misuse of our Equipment or your Equipment by you.
4.16 In the unlikely event you may have to notify us of a fault in the Service we will endeavour to make arrangements as soon as it is practical to correct the fault.
4.17 We will carry out work by appointment during normal working hours which are 9.00 am to 5.00 pm Mondays to Fridays excluding Bank or other Public Holidays. If you want us to carry out work outside these hours you will be responsible for our charges in accordance with our usual rates in force at that time.
4.18 We may charge you for any costs we incur in carrying out any maintenance or repair work which we consider unnecessary or where we do not find any fault in the Service.
4.19 You acknowledge that we may co-operate with the police and any other relevant authorities in connection with any misuse or suspected misuse of the Service or other Telecommunications Services.
4.20 You understand that under the Communications Act 2003 your consent is not necessary for us to pass on your details including your name, address, account information and our concerns re a breach under the relevant legislation. This does not interfere or infringe any statutory rights you may have and does not constitute a breach on our behalf of the Data Protection Act 1998
5. ACCESS TO PREMISES
5.1 You agree to give us unrestricted access to your Premises in order that we can connect you to the Network or for the purposes of inspecting, maintaining or removing our Equipment or otherwise as necessary to fulfil our obligations under this Agreement.
5.2 You will be responsible for obtaining any necessary consent to allow us access to your Premises.
5.3 As a reputable company we will always endeavour to give you at least 7 days notice prior to ensuring we gain access to your Premises. You are aware however that this is sometimes beyond our control and there may be circumstances where we cannot give you reasonable notice.
5.4 We cannot be held responsible for any failure to comply with our obligations under this Agreement resulting from our inability to gain access to your Premises.
6.1 You will pay us, in addition to any other charges due under this Agreement:
6.1.1 the Connection Charge(s);
6.1.2 the Monthly Rental Charges; and
6.1.3 Call Charges calculated in accordance with the Tariff Sheet
6.1.4 A charge of £99.00 in respect of each line/channel or hosted VOIP seat terminated before the end of the minimum contract period. This may be because you choose to end the agreement or we suspend or terminate our service to you as a result of some breach of this contract.
6.2 If the amount of Call Charges in any month is below the agreed Minimum Monthly Spend, you will be liable to pay us in addition to the agreed Call Charges, an amount equal to the difference between the Minimum Monthly Spend where applicable and the Call Charges for that month.
6.3 It is within our right to amend any charges (except for Fixed Charges) at any time without giving notice to you. Details of our Charges are shown on the Tariff Sheets which are available from us upon request
7.1"You agree to pay all fees and charges incurred during the term of the contract whether or not it is you who uses the service.”
7.2 If the contract is in your name, you are the person responsible for the payment of all fees and charges associated with the services provided under this contract
7.3 It is understood that you have read, understood and signed this contract in the knowledge you understand and agree to the conditions.
7.4 It is understood on the signing of this legally binding document that you have not signed it on behalf of anyone else and that you have attained the age of at least 18 years
7.5 "We may vary the fees and charges at any time without your consent. Your ongoing use of the Service after the date of a variation, alteration, replacement or revocation is your acceptance of the variation, alteration,
7.6 It is an acceptance of this contract that we will issue you with a bill each month.
7.7 It is your responsibility to pay us all due charges within 30 days of the date of issue of the bill. These payments will be made by Direct Debit
7.8 There is a charge of £5.00 each month for those not paying by the Direct Debit Mandate system
7.9 Call Charges will be calculated separately in respect of each Exchange Line under this Agreement, however one monthly bill will be issued regardless of how many exchange lines you may have under contract with (A summary of each Exchange Line is available on request).
7.10 If you are disconnected for non-payment, you will pay the prevailing disconnection charge (excludingVAT) for each reconnection.
7.11 If your payment is late, cancelled or dishonoured by insufficient funds to cover the Direct Debit or other agreed payment method the following charges will also become due.
7.12.1 £10.00 in respect of unpaid Direct Debit Agreement. This is a separate fee from what your bank will charge you.
7.13.2 £12.50 in respect of late fees. We are a business so late payment may mean we face additional banking charges we therefore will in total charge you a fee of £22.50 which consists of £10.00 for non payment by Direct Debit or other agreed method £12.50 for late/ inconvenience fees to cover our administration costs in addition to the charge of your monthly bill and any other outstanding charges
7.14. You accept that you will be responsible for all reasonable legal costs and fees to our debt collection agencies who will pursue you for the monies due, ending in court and additional court fees which will also be payable by you if no other method of recovering our outstanding fees can be found.
7.15 If you fail to pay any Charges by the due date, in addition to the £22.50 late/inconvenience fees we will charge you interest at the rate of 4% above the Bank PLC base rate on the total bill from the due date until the date we receive your payment.
7.16 We will charge you the prevailing rate (excluding VAT) each month per Exchange Line each time you pay the Charges other than by direct debit unless a prior agreement has been reached
7.17 if you want to challenge an item on your bill, you must do this within 3 months of the date of the bill. All bills are still required to be paid by the due date and fail to do so can result in your lines being suspended. If you fail to make us aware, or give us insufficient time to adjust the month’s payment run, you will required to pay the invoice. All credit notes due will be on the following months invoice if there is insufficient time to rectify the current bill run.
7.18 You agree to tell us of any change in your name, address or bank details. The bill will be sent to the Invoice Address specified in Section 1.
7.19Any Charges payable by you under this Agreement shall be paid in full without any deduction or set-off whatsoever.
8. Payment terms
8.1 You are responsible for and must pay the Charges for the Services whether the Services are used by you or by someone else.
8.2 You shall pay your invoices by monthly variable direct debit. Rydal Communication Limited reserves the right to refuse any new customer not wishing to pay by direct debit.
8.3 You will be notified of any problems with your payments or direct debit instruction. Arrears and/or unwillingness to maintain payment by direct debit may result in your lines being restricted and in the termination of your Agreement.
8.4Cancellation of your direct debit does not constitute notice of termination of the Agreement by you, but we reserve the right to terminate the Agreement immediately if you cancel your direct debit for the payment of the Services and/or you chose another payment method.
- You are protected at all times by the direct debit guarantee
- If you fail to pay any sum due, within 30 days from the date of the invoice, we shall be entitled to charge interest on the amount due at the rate of four percent (4%) above the Barclays Bank Plc base rate ruling from time to time calculated from the due date until we receive your payment.
- Rydal Communication Limited reserves the right to perform a credit check on you with no prior given notice, and to pass your credit history with Rydal Communication Limited on to other credit agencies and/or County Court.
- Rydal Communications Limited reserves the right to at any time request a deposit, paid in advance, from you should periodical credit checks reveal insufficient credit scoring or County Court Judgments against you for debts or non-payments or if unusual usage and call Charges are incurred by you. In the event that you don’t comply with our request within 30 days of notification by us, we reserve the right to terminate the Agreement and to demand full and final outstanding balance settlement with immediate effect.
- We may, at its sole discretion and at any time, impose a credit limit on your account or amend it. If you exceed any such credit limit we may demand immediate payment of all the Charges incurred by you up to this moment and/or suspend the Service. We will endeavour to notify you as soon as possible if any of these situations arise. You will still be responsible for all Charges incurred including those exceeding the credit limit. You agree to pay us all Charges without set-off, deduction, withholding, restriction or condition whatsoever.
- If you wish to dispute an invoice, you must contact our customer services within 3 months from the date of the invoice. After such period, any undisputed invoice will be deemed correct
9. Effects of Termination
- On termination of the Agreement:
- You must immediately stop using the Services; andyou will immediately pay any outstanding invoices. We will refund any money owed to you, after first deducting any amounts you owe to Rydal Communications Limited under this Agreement or under any other Agreement that Rydal Communications has with you.
- The termination of this Agreement for whatever cause shall not affect any provision of this Agreement which is expressed or by implication intended to survive or operate in the event of termination of this Agreement
10. Suspension of service
We may suspend the service (without being liable to compensate you):
10.1In the event of a local or national emergency;
10.2To comply with a request from a government or other competent authority;
10.3.3To protect or provide service to rescue or other essential services or otherwise;
10.4. To maintain the quality of our Services or to upgrade the Services;
10.5. If you fail to pay any amount due to us;if you fail to pay any Charges by the due date we may temporarily suspend Service without warning. We will restore full Service when you pay all Charges including any additional charge for non-payment.
10.6 If you fail to pay for one month or more, we will disconnect you from the Network. Reconnection will be at our discretion and will only be considered when you have paid all Charges including the reconnection charge and any fees associated with us recovering the outstanding charges
- If an event occurs which is beyond our reasonable control;
- If you materially breach any part of this Agreement; or
- If we have good reason to suspect fraudulent activity or misuse of our Services or any other breach by you of this Agreement.
- If bankruptcy or insolvency proceedings are brought against you, or if you make an arrangement with your creditors or if a receiver, an administrative receiver or an administrator is appointed over any of your assets or if you go into liquidation or a corresponding event under English Law
11. SECURITY DEPOSITS
11.1 We may request a security deposit before we connect you to the Network.
11.2. We may request a security deposit before reconnecting you or any Exchange Line to the Network if we have disconnected you for non-payment.
11.3. If at any time you exceed your average monthly spending pattern for Call Charges we may restrict the amount of calls (except emergency calls) you make each month unless you deposit with us such amount as we shall notify you. If we intend to do this we shall give you at least 7 days notice.
11.4. We may request a security deposit before providing you with additional Exchange Lines or other services.
11.5 If you have paid a security deposit we may retain this for all or part of the term of this Agreement.
11.6. If you have paid a security deposit, we will deduct any unpaid charges from the Deposit before returning it to you.
.11.7 If We so expressly require, the Administrator(s) and/or Administrative Receiver(s) shall provide a written personal guarantee to the effect that the Administrator(s) and/or Administrative Receiver(s) shall be personally responsible for the Charges accruing from the date of the Administration Order which are not paid in full by You in accordance with the terms and conditions of this Agreement. If at any time during the currency of an Administration Order, the Administrator(s) and/or Administrative Receiver(s) fails to comply with any of Clause 10 we may terminate the Agreement forthwith in accordance with Clause 10 of this Agreement save that the Administrator(s) and/or Administrative Receiver(s) may be personally liable for the Charges outstanding from the date of the Administration Order. A personal guarantor will be liable for all charges
12. Rights of Ownership and Responsibility for Equipment
12.1 The equipment we supply to you remains our equipment and the rights of ownership will never transfer to you. Unless:
12.1.1 As part of this Agreement, We agree to sell to you some or all of Our Equipment ("the Equipment") for an agreed sum ("the Price").
Whether or not delivery and/or installation of the Equipment has been made, property in the Equipment shall not pass from us to you until:-
12.1.2. You have paid in full the Price for the Equipment; and
12.1.3 No other charges whatsoever shall be due under the Agreement from You to Us.
12.2Until such Equipment passes to You, You shall hold the Equipment on a fiduciary basis as bailee for us.
12.3 You may not sell, assign, mortgage, charge, underlet or part with possession of the Equipment and you will not permit anyone else to do so until property in the Equipment has passed to you in accordance with clause 13.2 above.
12.4 Until such time as property in the Equipment passes from us to You, You shall upon request deliver up the Equipment to Us. If you fail to do so, we may enter upon any premises owned, occupied or controlled by you where the Equipment is situated and repossess the Equipment.
12.5 You shall not pledge or in any way charge by way of security for any indebtedness any of the Equipment which is the property of us. Without prejudice to Our other rights, if You do so all sums whatever owing by You to Us shall forthwith become due and payable.
12.6 You shall insure and keep insured the Equipment to its market value against "all risks" to the reasonable satisfaction of Us until the date the property in the Equipment passes from Us and shall whenever requested by Us produce a copy of the policy of insurance.
12.7 In the event that your premises suffer a break in, flood, fire or any other reason which causes or equipment to be stolen, damaged or destroyed it must be understood the equipment belongs to Rydal Communications and whilst it is in your care or possession you will be liable for all costs associated with replacing it to the standard required by Rydal Communications
- Neither of us will have to compensate the other for any detrimental event beyond the other’s reasonable control. In this Agreement, ‘beyond reasonable control’ includes any act of God, reduction or failure of power supply, other telecommunication operators and suppliers or their equipment including access lines, act or omission of national or local government authority, war, act of terrorism, military operation, riot or delay, employee dispute, or supply of equipment by third parties.
- Nothing in this Agreement shall exclude or restrict a Party’s liability for matters which cannot by law be excluded or restricted. Nothing in this Agreement excludes or limits your liability to pay the Charges (or any amount owed by you under this Agreement) or each Party’s liability with respect to death or personal injury resulting from the negligence of that Party, its employees, agents or subcontractors or for fraudulent misrepresentation or under the tort of deceit. However, nothing in this Clause gives a Party any right or remedy which it would not otherwise have.
- We shall not be liable to you, whether in contract, tort (including negligence) or otherwise, for direct or indirect loss of profits, business, production, revenue, any contract, opportunity, or anticipated savings, or wasted expenditure, loss of goodwill or injury to reputation, nor for any indirect or consequential or special loss or damage or for any destruction, corruption or loss of data, or losses arising from your use of or failure to use the computer security or backup services or software, whether any such losses could be reasonably foreseen by us or not.
- Subject to Clause 13..3 Rydal Communications Limited its employees and its sub-contractors’ entire liability to you (including liability for negligence) in contract, tort, negligence or otherwise arising out of or in connection with this Agreement shall, for any one incident or series of related or unrelated incidents within a period of 12 months, be limited to the annual Charges paid by you to Rydal Communications limited
14. Your Obligations
Your breach of your obligations under this Agreement may result in the suspension of the Services or in the termination the Agreement. You agree:
14.1To use the Services in accordance with this Agreement, any instructions given by us from time to time and any laws, regulations and licenses which apply to the use by you of the Services.
14.2Not to allow an alternative supplier to override or bypass our Services.Not to use the Services in any way Rydal Communications Limited considers is or is likely to be detrimental to the provision of the Services to you, or to the services we provide to any other customers.
14.3To be responsible for any engineering reprogramming costs or equipment removal costs that may be required to terminate the service of your previous supplier(s).
- Not to use the service to transmit any material which may be abusive, offensive, obscene, indecent, menacing, defamatory or which might cause annoyance, inconvenience or needless anxiety to anyone or to commit a fraud or other criminal offence.
- If you request and Rydal Communications Limited agrees to a change of all part of the Services, or a change of the Premises where we provide the Services to you, you must complete such formalities as we shall require, giving effect to such change. You shall pay to us its then current Charges to reflect such change of Charges or Premises change. Rydal Communications Limited may require payment prior to effecting such changes. Rydal Communications shall be entitled to revise the Charges you pay to reflect the changes agreed with you.
- You are responsible for terminating, at your own expense, any contracts you may have with your previous suppliers for services similar to our Services.
- You shall terminate, at your own expense, any contracts you may have with your previous suppliers for services which are not compatible with our Services.
15. UNAUTHORISED USE OF THE SERVICES
15.1 We shall use all reasonable precautions to prevent and/or limit the unauthorised use of the Service by third parties.
15.2 You agree to notify us as soon as reasonably practicable of any reasonable suspicion that the Service is being used in an unauthorised way by any third party.
15.3 You shall remain liable to Us for the Charges, notwithstanding the fact that the Charges have been incurred in full or in part by unauthorised use by a third party.
15.4 If we have failed to use reasonable endeavours or put in place reasonable precautions to prevent and/or limit the unauthorised use of the Service by third parties, then at our discretion we shall reduce accordingly any of the Charges due under this Agreement.
16. ENTIRE AGREEMENT
16.1 This Agreement covers terms of the Agreement between you and us in relation to the Service. It supersedes any prior written or oral agreements, representations or understandings between you and us. You acknowledge in signing this Agreement that you understand what you are signing and what your obligations are to us in order we may provide you with a service. You accept that have not been induced to enter into this Agreement by any promises, terms or conditions which the Agreement does not contain it does not contain. This Clause 16 does not exclude any liability for any statements made fraudulently either verbally or written
17.1 Without prejudice we can change this Agreement at any time by notifying you of our intention by where reasonably possible giving you 7 days notice .This will apply if we are required to comply with new laws or legislation or any amendments to our Licence
17.2 No other variation to this Agreement shall be effective unless in writing and signed by you and us
18. SAVINGS (Severability) Clause
18.1 If any provision of this Contract is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Contract shall remain in full force and effect
19.1 This Agreement is personal to you and may not be transferred to anyone else without our agreement. We may transfer any of our rights under the Agreement to any third party
20. Legal Fees
20.1 In the event of litigation relating to the subject matter of this Agreement, the non-prevailing party shall reimburse the prevailing party for all reasonable legal fees and costs resulting there-from.
21. Cooling Off Period Considerations
21.1 You have 7 days from the date of the signing of your contract to cancel our services. In order to do so you must call 08452247017. Any calls you have made during the time you have had the equipment, along with the line rental pro rata for any period you have made use of the equipment will be charged. New line installs etc will not be credited. If any of our products are not returned in its original state we have the right to charge you for the reduction in the resale value as a result of not being returned in its original condition
22.1 Any notices given by either you or us under this Agreement must be in writing and addressed to the party to whom notice is to be served
23.1 We make every effort to ensure that our customers are happy with the level of service they receive from us. However, despite our best efforts, things can go wrong. We take customer complaints very seriously and aim to resolve them quickly and efficiently. If you have a complaint about any part of our service, please contact our customer service team or refer to our complaints code of practice posted on our website. You can also request a copy from our customer service team
24. Monitoring and recording calls and Data protection
24.1We may monitor and record calls relating to customer services and telemarketing. We do this for training purposes and to improve the quality of our services.
24.2 We may contact you before, during and after the term of this Agreement in order to administer, evaluate, develop and maintain our Services.
24.4By registering for the Services you consent to us using and/or disclosing your personal information for the following purposes:
24.4.1 processing your application (which may involve credit checking by a licensed credit reference agency who may record that a credit check has been made and disclosing certain personal and account details to a bank for the purposes of setting up a direct debit account);
24.4.2providing or arranging for third parties to provide customer care/help desk facilities and billing you for the Services (which may involve disclosing your information to third parties solely for those purposes);
24.4.3to maintain quality and for training purposes, we may monitor and record telephone conversations with you;
24.4.4to inform you about other Rydal Communications products or services, or products and services from our group of companies unless you opted out to this during the application process or you notify our customer services in writing, signifying that you do not wish to receive this information from us;
24.4.5to disclose all or part of your personal data to a regulator (i.e. OFCOM, the Information Commissioner Office), a court, or to a public body to comply with any regulatory, government or legal requirement; and
24.4.6 to communicate information that describes the habits or usage patterns and/or demographics of the whole or a part of our customer base (including you) but which is anonymous and does not describe or reveal the identity of any particular customer to any third party.
24.4.7 We shall be entitled to make your name, address and telephone number available to the emergency services
25.Warranties and Representations
25.1Other than as expressly set out in this Agreement and to the greatest extent permitted by law, Rydal Communications makes no representations or warranties with respect to the Services, or the performance of its obligations hereunder, and expressly excludes such representations and warranties, whether implied, statutory or otherwise to the maximum extent permitted by law.
25.2 In particular, but without prejudice you acknowledge and accept that:
25.2.1Rydal Communications does not warrant that the Services will be available at any particular time or continuously; and
25.2.2Rydal Communications is not responsible for any loss of or disruption to the Services due to failure of a carrier network or broadband provider.
25.2.3You Warrant to us that:
- You have the authority to enter into this Agreement; and
- You will comply with any legal and regulatory requirements applicable to the Services provided under this Agreement
You may not transfer or assign this Agreement or any rights under it without our prior written consent. We may assign or transfer our rights and obligations under this Agreement to a party who agrees to continue complying with our obligations under the Agreement. If any provision or condition of this Agreement shall be invalid or unenforceable, the remaining terms shall continue to apply. This Agreement represents the entire agreement between the Parties in relation to its subject matter and supersedes all agreements and representations made by either Party, whether oral or written. If there is any inconsistency between this Agreement and your Confirmation Letter, the Agreement shall take precedence. Any failure by either of us to enforce any right shall not be deemed a waiver of any such right. If either Party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England. The Parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). The Parties do not intend that this Agreement be enforceable by any person not a Party to this Agreement including under the General Terms (Rights of Third Parties) Act 1999 with the only exception that Clause Data Protection above which will also be enforceable by Rydal Communications Limited, directors, employees, agents and subcontractors. The Parties acknowledge and agree that they have not been induced to enter into this Agreement by any representation, warranty or other assurance not expressly incorporated into it. Any notices sent by you to us must be sent by post (or fax) to our address above, must quote your account number and shall not be effective until received by us. Notices sent by Rydal Communications Limited to you may be sent (i) by hand, post or by recorded delivery to your billing address specified on your Order or to your registered office; or (ii) by fax to your fax number specified on your Order or as otherwise notified by you to Rydal Communications Limited in writing; or (iii) by email to your email address specified on your Order or as otherwise notified to us in writing. Notice by us to you given by hand shall be deemed given the same day. Notice by us to you given by post shall be deemed to have been received 48 hours from the date of posting. Notice by us to you given by recorded delivery shall be deemed given on the date and at the time of signature of the delivery receipt. Notice by us to you given by fax shall be deemed given when transmitted, provided that the sender shall have received a transmission report confirming correct transmission. Any communication from Rydal Communications Limited to you by email shall be deemed to have been made on the working day on which the notice is first stored in your electronic mail-box.
27.1 In no circumstances shall we be liable for any loss or damage arising out of or relating to the services that we provide which is for any loss of profits, loss of sales, loss of turnover, loss of bargain loss of opportunity, damage to goodwill and reputation, loss of use of any apparatus, software of data loss or time on the part of management or the staff of any direct or consequential loss or damage however so arising for death or personal injury,
27.2 In the event that you use an item for commercial purpose then we shall not be liable to you for any loss of income, business or profits or any economic loss arising out of your use or inability to use any item however this loss may be caused whether or not it is a result of your own negligence.
28. Statutory Rights
28.1 Your rights and obligations under these terms and conditions are exclusive to the person signing this contract and your company nothing in these terms affects your statutory rights in regard to the Supply of Goods and Services Act 1982. These rights not are assigned to anyone else. We may transfer our rights and or obligations under these terms and conditions or any part therefore. By accepting and making use of the hardware supplied by us you are accepting the terms and conditions of this contract.
28.2 If you have any doubts about your statutory rights please contact your local trading standards department or Citizen Advice Bureau.
28.3 All of these terms and conditions mentioned in the contract can all be viewed on our
The Direct Debit Guarantee
This Guarantee is offered by all Banks and Building Societies that take part in the Direct Debit Scheme. The efficiency and security of the scheme is monitored and protected by your own Bank or Building Society. If the amounts to be paid or the payment dates change, Business Communications will notify you 10 working days in advance of your account being debited or as otherwise agreed. If an error is made by Rydal Communications LTD or your Bank or Building Society you are guaranteed a full and immediate refund from your branch of the amount paid. You can cancel a Direct Debit at any time by writing to your Bank or Building Society. Please also send a copy of your letter to us. The Direct Debit Guarantee This guarantee should be detached and retained by the payer.
Schedule 1 – Definitions and Interpretation
“Additional Services” means any services which we agree to provide to you including Landline(s), broadband or other services as we may agree to provide to you following your request;
“Application” means your online application, your application via our telephone application process or your signing of Rydal Communications Limited application form applying for Services;
“Cancellation Fee” means your monthly line rental and package fees in advance up to the end of your Minimum Term, plus a disconnection fee to cover our administrative costs, as set out in our applicable Tariff Guide;
“Charges” means’ charges for the provision of any services under this Agreement;
“Confidential Information” means all information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by one Party to another Party including, without limitation, any information relating to products, operations, processes, plans or intentions, client information, product information, Intellectual Property Rights, market opportunities and business affairs or those of clients or other contacts (and for the purposes of this definition, “confidential nature” shall refer to information which is identified as confidential at the time of disclosure or would be considered to be confidential by a reasonable person based upon the nature of the information and the circumstances of disclosure);
“Data” includes information, documents, text, software, music, sound, photography, messages, and other material of any kind in any form;
“Equipment” means any equipment supplied by Rydal Communication Limited and/or its sub-contractors
“Intellectual Property Rights” means all of the following: (a) works of authorship, copyrights, including moral rights, registrations and applications for registration thereof; (b) patents, patent applications and all related continuations, divisional, reissue, utility models, applications and registrations thereof, inventions (whether patentable or not), designs, trade marks (whether registered or not, including applications) and domain names; (c) trademark and trade name rights and similar rights; (d) trade secrets and Confidential Information, know-how, manufacturing information, system process and techniques, designs, prototypes, enhancements, improvements, customization, work-in-progress, research and development information; (e) other proprietary rights relating to the foregoing;
“Landline” means a connection provided to you with a phone number allocated by us by whom you or another person that has access to such connection can make and receive voice telephony calls;
“Minimum Term” means 12 months from the Commencement Date unless stated otherwise in your Application;
“Parties” or “Party” means Rydal Communications Limited and/or you;
“Premises” means the site at which any Equipment shall be installed or to which the Services shall be provided as specified in your Application;
“Service Hours” 08:00 – 18:00 Monday – Friday excluding UK Bank Holidays
“Software” means any software supplied to you by Rydal Communications Limited in connection with or to enable you to use the Services;
“Support Services” means Rydal Communications Limited support services;
“Survey” means any appropriate assessment or other investigations carried out by or on behalf of Rydal Communications that Rydal Communications in its reasonable discretion, deems necessary prior to or after the installation of the Equipment and/or the provision of the Services;
“System” means a combination of the Services and the Equipment; and
“Tariff Guide” means our standard price list
- 1.1.1.In this Agreement (except where the context otherwise requires):
- 184.108.40.206.The Clause headings are included for convenience only and shall not affect the interpretation of this Agreement;
- 220.127.116.11.Use of the singular includes the plural and vice versa;
- 18.104.22.168.Use of any gender includes the other genders;
- 22.214.171.124.Any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);
- 126.96.36.199.Any reference to an enactment, statute, statutory provision or subordinate legislation ("legislation") shall (except where the context otherwise requires) be construed as referring to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation;
- 1.1.2. Where in the Agreement you agree not to do any act or thing you also agree not to allow (including without limitation, taking all reasonable preventative measures) any other person to do that act or thing.
- 1.1.3. In the event of any conflict between the provisions of the Agreement and those of the schedules, the provisions of the Agreement shall take precedence.
- 1.1.4.In the event of any conflict between the provisions of the Agreement and the specific terms and conditions of the Additional Services, the specific terms and conditions of the Additional Services shall take precedence