Terms & Conditions
Direct Radios is a subsidiary brand of Digitall Comms LTD, all references to Digitall Comms in these terms and conditions are equally valid for any purchases or hires arranged through Direct Radios. All orders are fulfilled by Digitall Comms LTD.
General Terms & Conditions
These terms and conditions apply to the purchase of any goods / products /services from Digitall Comms and their associate websites. By either calling or accessing our website and placing an order you agree to be bound by all of the terms, conditions and policies set out below or within the website. Nothing in these conditions affects your statutory rights as a consumer.
Please read these terms and conditions carefully before placing your order with Digitall Comms.
Digitall Comms, at its discretion, may change, modify, add or remove these terms and conditions at any time and therefore it is important to read these terms and conditions each time you place an order.
- Application of Conditions
- Basis of Sale
- Price and Payment
- Description of Products
- Warranties and Liabilities
- Acceptance of the Product(s) and Services
- Risk and Title Insolvency of Buyer
- The Buyer’s Right of Cancellation
- Proper Law of Contract
- Limitation of Liability
- Force Majeure
- Data Protection
- Complaints and Disputes
- ‘Buyer’ means the person who buys or agrees to buy the Products.
- ‘Conditions’ means the Terms and Conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
- ‘Seller’ means Digitall Comms and their associate websites.
- ‘Delivery Date’ means the date specified by the Seller when the Products are expected to be delivered.
- ‘Products’ means those goods or services specified.
- ‘Price’ means the price for the Products including delivery, packing and VAT.
- ‘Regulations’ means to The Consumer Protection Regulations 2000 and subsequent amendments (Distance Selling Rights).
- ‘Tailored’ means a Product that is non-standard.
- ‘Address’ means the physical address for Digitall Comms.
- ‘Consumer’ shall bear the meaning given in Section 12 Unfair Contract Digitall Comms (the seller) for the sale and purchase of Products or Services incorporating these conditions, whether completed electronically through this website or via other means.
- ‘Delivery Place’ refers to the delivery address as specified by you, the Buyer, on any Order.
- ‘Order’ refers to your offer, as the Buyer, to purchase Products from Digitall Comms, whether electronically or via other means.
2. Application of Conditions
Unless otherwise agreed in writing, these Conditions shall apply to the exclusion of any other terms and conditions. Each order that the Buyer places shall be deemed to be an offer by the Buyer to purchase Products from Digitall Comms, the Seller, subject to these conditions.
Each order that the Buyer places shall be deemed to be accepted by the Seller and will become binding once the Seller issues a confirmation to the Buyer or, if earlier, the Seller delivers the Products to the Buyer in accordance with the delivery terms and conditions.
If for any reason the Seller does not accept the Buyer’s Order, the Seller will advise the Buyer as soon as practicable. This will mean that there will be no binding Contract between the two parties. The Buyer must ensure that the details that he / she provides the Seller are complete and accurate and that he / she provides all the necessary information relating to the Supply of the Products within sufficient time to enable the Seller to perform the Contract in accordance with these conditions.
Any typographical or clerical error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller. If any provision of these conditions is adjudged invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of those provisions in question shall not be affected.
If the Seller is not able to supply the Product and payment has already been made by the Buyer, then following agreement between the Seller and the Buyer, the Buyer’s account will be refunded or re-credited with the sum paid by the Buyer minus a 2% handling fee to cover debit / credit card and PayPal admin costs. The refund will be carried out as soon as possible, in any event, within 30 days of the order. The Seller will not be obliged to offer any compensation for any disappointment suffered.
3. Basis of Sale
Subject to the Buyer’s right to cancel the Contract, included within clause 13, the Seller shall sell and the Buyer shall buy the Products in accordance with the Confirmation. No Contract exists between the Buyer and Seller for the sale of any Products until the Seller has received, processed and confirmed the order and the Seller has received payment in full, (in cleared funds). Once the Seller does so, there is a legal binding Contract between the Buyer and Seller. The description of Goods shall be set out in writing in the Confirmation.
Any items that are not the specified Product in the product description on the web page that appears in any photograph or illustration on the website or in product brochures will not form part of this Contract. Examples of such items are general house hold items on display in the background of the image, (unless mentioned in the product description). Such information is for illustration purposes only and may not comprise part of the Products.
Any specifications or advertising issued by the Seller and any descriptions or illustrations contained within our website or brochures will not form part of this Contract. Such information is by way of guidance or illustration only, and may not bear any relationship with Products.
The Buyer shall not be entitled to assign the Contract or any part of it without prior written consent. The Seller may assign the Contract or any part of it to any person, firm or company. Digitall Comms does not guarantee the continued availability of any range (or any part thereof) of available products. A full refund will be given on any part of an order that cannot be fulfilled in accordance with the refund policy minus a 2% handling fee to cover debit / credit card and PayPal admin costs.
4. Price and Payment
The Contract price for the supply of Products shall be as set out in the Confirmation. In the event of any increase in the cost to the Seller of raw materials, labour, overheads, or any increase in taxes or duties, or any variation in exchange rate the Seller may increase the Price payable under the Contract upon written notice. If notice of price increase is given by the Seller, the Buyer shall have the right to cancel the order and receive back any sums they have paid.
Notice of cancellation must be received in writing by the Seller within seven days of delivery of the notice of price increase to the Buyer. If the Seller makes an error in the Confirmation or any invoice or any receipt the Seller will correct that error within 60 days of being notified of any error. Payment of the Price shall be due on the date of the purchase order. Payment shall be due before the delivery date and time for payment shall be of the essence. In the instance that payment has not been received and an order has been confirmed, interest on overdue invoices shall accrued from the date when payment becomes due on a daily basis until the date of payment at the rate of 2% above HSBC’s base rate in force at that time.
No payment shall be deemed to have been received until the Seller has received cleared funds. There will be no delivery until cleared funds have been received. Payment for the Products and any delivery charges can be made by any method shown on the Seller’s website at the time the Buyer places an order. Payments shall be made by the Buyer without any deduction whether by way of set-off, counter-claim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer. Special Offers: To avoid abuse of special offer mechanisms, if multiple special offers apply to the contents of your cart only one special offer will be applied to the total. The offer that is applied to your total will be the offer that grants the biggest discount to the contents of the shopping cart.
5. Description of Products
The quantity and description of the Products shall be set out in the Seller’s confirmation.
The Seller may make changes in the specification of the Products which do not materially affect their quality or performance required to conform with any applicable statutory requirements where the Products are supplied to the Seller’s specification.
Photographs provided on the website are for illustrative purposes only and may not exactly match the Product itself. Any major differences have been noted within the
6. Warranties and liabilities
The Seller warrants that the Products will correspond with their specification at the time of delivery and will be free from defect in quality, material workmanship and condition for a period of 12 months from delivery, unless otherwise specified and subject to conditions set out below.
- The Buyer provides written (or email) notice of the defect within 7 days of the time the Buyer discovers or ought to have discovered the defect; and
- The Seller is given reasonable opportunity after receiving the Buyer’s notice of defect to examine the Products in question and the Buyer (if asked by the Seller to do so) shall return the Products to the Address at the Seller’s cost for the examination to take place there.
The Seller shall not be liable for a breach of the warranty if:
- The Buyer makes further use of such Products after giving notice of the defect to the Seller.
- The defect arises as a result of fair wear and tear, wilful damage, negligence, misuse, abnormal working conditions or failure to follow our oral or written instructions as to the storage of use of the Products.
- The Buyer alters or repairs such Products without our written consent.
- The Buyer has not paid the Contract price for the Products by the Payment date.
If any Products do not conform with any of the warranty, then within 30 days of us examining the defective Products, the Seller (at the Seller’s option) will either:
- Repair or replace such Products (or the defective part) free of charge; or
- Refund the price of such Products (or a proportionate part of the price) provided that the Buyer offers up the Products for collection (or, if the Seller so requests and at the Seller’s expense the Buyer return the Products or the part of such Products which is defective to the Seller at the Seller’s Address).
If the Seller complies with the above the Seller shall have no further liability for breach of any warranty in respect of such Products.
Every order you place with us will be delivered direct to your front door, normally free of extra charges. We work in partnership with an international delivery company to ensure that your goods are delivered in pristine condition. Deliveries are arranged with you after the order has been placed via various communication methods including telephone and email and are made on weekdays from 9.00 am to 5.00 pm. We will do our best to deliver your items to you within 7 to 10 days unless it is stated differently in the product description or graphical notices for the item you are purchasing. Please read the product description and notices carefully for the correct delivery time for each item. If no specific time has been specified, we will deliver the item to you within 4 to 6 weeks (excluding bank holidays) from the date you receive confirmation that the order has been processed and payment has been taken.
We deliver all items at the same time, if you order more than one item; we will only delivery your items when all items have reached our dispatch warehouse. For Example: – If you order an item that states 4 to 6 weeks for delivery with an item that state a delivery time of 8 weeks, your whole order will be sent out within 8
weeks (excluding bank holidays).
We are also able to dispatch part of your order ahead of items that take longer to deliver, however it is up to you to contact us to arrange this. We are unable to deliver to the following areas: –
Channel Islands, Northern Ireland, Eire, Isle of Man, Isles of Scilly, Isle of Wight, BFPO (British Forces Post Office) addresses, Orkney, Shetland and the Scottish Isles.
We are also unable to deliver to the following postcodes starting with AB | BT | DD | GY | HS | IM | IV | JE | KW | PA | PH | PO30-42 | TR21 and ZE.
Please take heed of this as Digitall Comms will not be responsible for any delays or costs if the delivery address or postcode is ‘adapted’ to get the order through the system.
If you still require delivery to one of these areas, please call us and we may be able to help, however you may incur a small additional surcharge dependant on the actual
Please contact a Customer Service Representative on 01274 602504 if you wish to organise any special requirements regarding your delivery, or to confirm any delivery
charges or email us at email@example.com.
If you are not in on the arranged day of the delivery, the courier will leave a card with a contact number for you to call to arrange a new delivery date. Where a delivery date has been agreed but you are not present to receive the delivery, we reserve the right to charge a minimum of £25 to cover part of the cost of the failed delivery and re-delivery. Please make sure you are able to take delivery on the day you have arranged to avoid any unnecessary delays or charges. If you need to cancel/re-arrange a delivery date, please do this by contacting us at least 48 business hours in advance of the scheduled delivery date to avoid any charges. We are unable to re-arrange deliveries within 48 hours of the scheduled delivery time.
Generally, where an order contains more than one item, all items will be delivered at the same time once all items are available. Goods will be deemed to have been delivered once delivered to the specified address and Digitall Comms will not be liable to the customer for non-delivery of the Products. Digitall Comms does not need to satisfy itself that the person accepting delivery at the specified address is the customer (or authorized by the customer to accept delivery of the Goods). The Buyer is recommended to take receipt of the delivery personally.
Dates and times quoted for delivery are approximate only. Digitall Comms shall not be liable for any direct, indirect or consequential loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods. If the Products ordered by the customer are not available or discontinued and Digitall Comms is unable to deliver them to the Buyer within 60 days (or any other time limit agreed by the both Digitall Comms and the customer), Digitall Comms shall inform the customer of this; cancel the Contract; and reimburse any sums paid by the customer (or which has been paid on the customer’s behalf) under the Contract to the person by whom payment was made no later than 30 days after the due date for delivery of the Goods under the Contract minus a 2% handling fee to cover debit / credit card and PayPal admin costs.
All goods must be signed for by the person who paid for the items, or their appointed representative. We are unable to deliver to unattended premises or outside of customer addresses. We do not accept any blame or liability for customers removing or disposing of old goods prior to delivery. We do advise that customers only dispose of old goods after acceptance of the new goods been delivered. Deliveries made to business addresses will have the customers authority for anybody in the building to accept goods on the customers behalf. Digitall Comms will accept no responsibility once the goods have been signed for at the requested address.
IT IS VERY IMPORTANT THAT YOU OR ANYONE ELSE YOU HAVE ARRANGED TO TAKE DELIVERY OF YOUR ORDER HAS READ THIS PAGE AND IS CLEAR ON THE PROCEDURE FOR ACCEPTING DELIVERIES WITH RESPECT TO SIGNING FOR THE GOODS.
Deliveries made by national carriers will be delivered by one man and delivered to your front door. The services used will only deliver the ordered items to the front door of the designated delivery address. This means that if you reside in an apartment or a block of flats, the delivery driver will deliver to the lobby of the building only. Please understand that the logistics companies that offer a ‘next day’ service are not insured to enter private premises.
Before you sign for the item(s)
- For insurance purposes, it is very important that before you sign for your items, you check all external packaging for signs of damage. Signing for the items without any extra notes will mean you have accepted the goods “in good order”. Transport damages cannot be claimed at a later date if the delivery was signed for “in good order”.
- If there are signs of damage to the packaging, you MUST sign for the items as damaged. You MUST accept all items and call us straight away, we will then arrange for ANY DAMAGED items to be replaced.
- You are required to email photos of the damage before we can send out replacements. All photos must be capable of clearly showing the damage.
- You must count the number of items that you are signing for. If any items are missing, sign for them as MISSING, accept all offered items and please call us immediately (or at the maximum, 48 hours after delivery) on 01274 602504. We will then sort out replacing any missing items.
- Please do not sign for your items as ‘UNCHECKED’ as this no longer covers you as the customer for the insurance of the items.
We will not send you status update emails once your order has been processed, instead you will receive a ‘Dispatched’ email to confirm that the goods have left our warehouse. If you would like your order to be delivered before a specific time, please contact us 48 hours before delivery is set to take place.
8. Acceptance of the Product(s) and Services
Other than where the customer acts as a Consumer, the customer shall be deemed to have accepted the Products 5 working days after delivery to the customer.
After acceptance the customer shall not be entitled to reject Products which are not in accordance with the Contract. On the rare occasion where an item is damaged in transit Digitall Comms will, of course, offer to replace the damaged item, or part thereof upon receipt of the photographs of the damage. Please ensure that you inspect the packaging carefully for damage before signing. If there are signs of external damage, please sign the delivery document as ‘DAMAGED’ and accept all items. Please inform Digitall Comms of the damage straight away and we will send out replacement parts as soon as is practicable. Signing for the items without any extra notes will mean you have accepted the goods ‘in good order’. Transport damages cannot be claimed at a later date if the delivery was signed for “in good order”.
WE ARE UNABLE TO REPLACE DAMAGED GOODS THAT HAVE BEEN SIGNED FOR ‘IN GOOD ORDER’. The customer shall be bound to accept the products when they are tendered for delivery by Digitall Comms or its business associates and delivery shall be deemed to take place when the products are tendered for delivery to the customer at the nominated address for delivery whereupon the risk of loss, breakage or any other damage whatsoever shall pass to the customer.
Damage in transit: If goods arrive in a damaged condition you must make a note on the carrier’s delivery consignment note and accept the goods. It will be your responsibility to inform us within 48 hours from delivery. You must email (or post) us a picture of the damaged items, this is very important as we need proof of damage to enable us to make a claim on the delivery companies insurance.
Non-Deliveries: It is the customer’s responsibility to sign for the correct number of packages as shown on the carrier’s delivery consignment note. Any shortages must be noted on the consignment note and it will be your responsibility to notify Digitall Comms within 48 hours of delivery.
In-Correct Goods: The customer must notify Digitall Comms of any goods supplied incorrectly within 72 hours of delivery. The goods must not be used and repackaged in the original packaging to protect them from damage. Digitall Comms will arrange for collection of the goods and a replacement will be sent. Alternatively we may request that
you return small items back to us by post and we will refund your postage costs. Replacement goods will be dispatched upon return of the original goods.
9. Risk and title
As soon as we have delivered the goods to your door you will be responsible for them. We will only deliver goods to the address on the order and goods will not be left without a signature. From the time of receipted delivery of the goods, any loss or damage to the goods shall be at your own risk. Any transit damage to the goods or any package number shortages must be noted on the delivery consignment note at the time of delivery.
Risk of damage to or loss of the Products shall pass to the customer upon delivery. If the customer wrongfully fails to take delivery of the Products, then risk of the Products shall pass to the customer at the time when Digitall Comms tendered delivery of the Products.
Notwithstanding any other provision herein title to the Products shall not pass to the customer until the Digitall Comms has received in cash or cleared funds payment in full for the Products and all other sums which are or which become due to Digitall Comms from the customer on any account.
Digitall Comms shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed from Digitall Comms.
The customer may not use or resell the Products before ownership has passed.
The customer grants Digitall Comms the licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or where right to possession has terminated, to recover them, and to use reasonable force in doing so.
If the customer receives goods but then requires an immediate exchange of the product for whatever reason, the customer is responsible for the goods until such time the goods are replaced. Unless specifically specified by Digitall Comms, the customer shall not use the product.
10. Insolvency of Buyer This clause applies if:
- The Buyer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt, or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) or…
- An encumbrancer takes possession, or a receiver is appointed, of any of the property of assets of the Buyer, or…
- The Buyer, not being a Consumer, ceases or threatens to cease, to carry on business, or…
- The Seller reasonably apprehends that any of the events mentioned above is a about to occur in relation to the Buyer and/or notified the Buyer accordingly.
If the clause applies, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer. If the Products have been delivered but not paid for the Price shall become immediately due and payable, despite any previous arrangement or agreement to the contrary.
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside of their reasonable control, including but not limited to strikes, lock outs, accidents, war, fire, reduction or unavailability of power at the Seller’s premises.
Provided that if any event referred to in clause 11 continues for a period in excess of 30 days, the Buyer will be entitled to give notice in writing to terminate the Contract.
Any notice required or permitted to be given by either party to the other under the conditions shall be in writing and in the case of notices to the Seller, addressed to the Seller at its Address or in the case of notices to the Buyer, at the Buyer’s address as provided to the Seller.
Failure or delay by the Seller in enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
The headings of the Clauses in these conditions are intended for reference only and will not affect the construction of these conditions.
Representations: no statement, description, warranty condition or recommendation contained in any price list, advertisement or communication or made verbally by any of
the Agents or Employees of the Seller shall be construed to enlarge, vary or override in any way thereof any of these conditions.
Additional costs: The Buyer agrees to pay for any loss or extra cost incurred by the Seller through the Buyers instructions or lack of instructions or through failure or delay in taking delivery or through any acts or default on the part of the Buyer, its servants, agents or employees.
13. The Buyer’s Right of Cancellation
In accordance with the Regulations the Buyer has the right of cancellation within 7 days except where a Product is tailored to customer requirements and without fault.
To exercise the Buyer’s right of cancellation, the Buyer must give written notice to the Seller by letter or e-mail giving details of the Products ordered
1.1 In these Terms: the following words and expressions shall, unless the context or circumstances require otherwise, have the meanings assigned to them below:
“Additional Charges” means charges applicable to the provision of the Equipment which are charged in addition to the Charges including those additional costs and expenses referred to in these Terms;
“Charges” means the charges set out in the Contract or if no charges are detailed in the Contract, DIGITALL COMMS LTD standard charges for the relevant Equipment in force on the date DIGITALL COMMS LTD issues a written acceptance of the Order to the Hirer;
“Commencement Date” means the date on which the relevant Contract is formed in accordance with clause 3.1;
“Contract” means the contract between DIGITALL COMMS LTD and the Hirer formed in accordance with clause 3.2;
“Equipment” means the items of equipment to be hired by the Hirer as listed in the Order, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for the equipment;
“Hire Period” means the period of hire of the Equipment as set out in the Contract, unless the Contract is terminated earlier in accordance with these Terms or extended by agreement between DIGITALL COMMS LTD and the Hirer;
“Hirer” means the party hiring the equipment set out as such in the Contract;
“DIGITALL COMMS LTD” means the relevant Digitall Comms Ltd company set out in the Contract;
“Order” means the individual orders for the hire of Equipment placed by the Hirer from time to time in accordance with these Terms;
“Replacement Cost” means the cost of replacing any item of Equipment or part of it including but not limited to the cost of the item or part of it, any unpaid Charges that would otherwise have been paid by the Hirer were it not for such replacement, and a reasonable administrative charge to be determined by DIGITALL COMMS LTD covering the cost to DIGITALL COMMS LTD of administering the replacement, the full amount of such cost will be notified to the Hirer prior to formation of the Contract;
“Site” means any premises or location at which the Equipment is to be delivered to or collected from or is otherwise located;
“Terms” means these terms and conditions.
1.2 References to the singular include the plural and vice versa and references to any gender include every gender;
1.3 References to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);
1.4 In the event that there is a conflict between Part A and Part B, Part A shall prevail.
1.5 Any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions shall be construed without limitation and accordingly shall not limit the meaning of the words preceding them.
INFORMATION ABOUT DIGITALL COMMS LTD AND CONTACTING DIGITALL COMMS LTD
2.1 Who is DIGITALL COMMS LTD. The name, company registration number, registered office address and VAT number of DIGITALL COMMS LTD is set out in the Contract.
2.2 How to contact DIGITALL COMMS LTD. If the Hirer has any questions or if the Hirer has any complaints, the Hirer should contact DIGITALL COMMS LTD. DIGITALL COMMS LTD can be contacted by calling 01274 602 504, e-mailing your account manager or firstname.lastname@example.org, or by post at DIGITALL COMMS LTD, 106A Fair Road, Bradford, BD6 1QL.
2.3 How DIGITALL COMMS LTD may contact the Hirer. If DIGITALL COMMS LTD has to contact the Hirer, DIGITALL COMMS LTD will do so by telephone or by writing to the Hirer at the email address or postal address the Hirer provides to DIGITALL COMMS LTD in the Order.
FORMATION OF CONTRACT AND ORDERS
3.1 The Hirer’s Order is an offer to hire from DIGITALL COMMS LTD. Each Order placed by the Hirer will be an offer by the Hirer to hire the Equipment on these Terms. The Hirer will ensure that each Order is accurate and complete and that the Equipment is suitable for the Hirer’s requirements.
3.2 How we, DIGITALL COMMS LTD, accept the Order. A Contract will be formed between DIGITALL COMMS LTD and the Hirer for the provision of the Equipment set out in the Order, when DIGITALL COMMS LTD issues a written acceptance of the Order to the Hirer.
3.3 DIGITALL COMMS LTD may not accept your Order. If DIGITALL COMMS LTD is unable to accept an Order for any reason, DIGITALL COMMS LTD will inform the Hirer of this and will not charge for the Equipment.
3.4 When will the Contract commence. The Contract shall commence on the Commencement Date and shall continue for the Hire Period unless terminated earlier in accordance with these Terms.
4.1 DIGITALL COMMS LTD retains ownership of the Equipment. The Hirer acknowledges that the Equipment remains at all times the property of DIGITALL COMMS LTD. The Hirer has no right, title or interest in the Equipment except that it is hired to the Hirer in accordance with the terms of the Contract.
4.2 The Hirer will have quiet possession of the Equipment. DIGITALL COMMS LTD shall not, other than in the exercise of its rights under the Contract or applicable law, interfere with the Hirer’s quiet possession of the Equipment during any Hire Period.
4.3 Hirer to notify DIGITALL COMMS LTD of issues with, or caused by the Equipment. The Hirer shall immediately notify DIGITALL COMMS LTD of any loss, accident, damage or defect in the Equipment or if the Hirer considers that the Equipment may cause damage to the Hirer’s property.
4.4 DIGITALL COMMS LTD may access a Site to inspect and repair the Equipment. The Hirer shall grant (or shall procure that DIGITALL COMMS LTD or its authorised representative is granted) access to the Site at all such reasonable times on DIGITALL COMMS LTD giving the Hirer reasonable notice to inspect the Equipment and ensure the Hirer’s compliance with its obligations under the Contract; and/or carry out any inspections or repairs of the Equipment.
4.5 Use and storage of the Equipment by Hirer. The Hirer:
4.5.1 Shall keep the Equipment in good repair and condition, (fair wear and tear only excepted) but the Hirer shall not repair or allow any third party to repair the Equipment and shall notify DIGITALL COMMS LTD immediately if any repair is necessary;
4.5.2 Not sell, licence or create any security interest or type of preferential arrangement on or over the Equipment;
4.5.3 Shall use the Equipment in compliance with all laws and applicable regulations including any health and safety legislation which relates to the use of the Equipment and in accordance with any operating and/or safety instructions provided to or supplied to the Hirer by DIGITALL COMMS LTD;
4.5.4 Shall not make any alteration to the Equipment (including but not limited to defacing or dissasembling);
4.5.5 Shall not without the prior written consent of DIGITALL COMMS LTD, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building;
4.5.6 Shall not, without the prior written consent of DIGITALL COMMS LTD, part with control of the Equipment;
4.5.7 Shall not do or permit to be done anything which could invalidate DIGITALL COMMS LTD’S insurances;
4.5.8 Is responsible for the security of the Equipment whilst in the Hirer’s possession; and
4.5.9 Will take all appropriate measures to secure the Equipment at the Site, including when not in use.
4.6 Damage to or loss of Equipment. The Hirer shall pay DIGITALL COMMS LTD:
4.6.1 All costs and expenses in respect of: (i) rectifying any damage to the Equipment (fair wear and tear excepted) which occurred during the period in which the Equipment was at the Hirer’s risk; and (ii) excessive cleaning of the Equipment and excessive detangling of earpieces following collection of the Equipment, in each case to return the Equipment to a condition fit for rehire. Such costs and expenses shall be confirmed to the Hirer by DIGITALL COMMS LTD, subject to supporting documentation;
4.6.2 The cost for excessive cleaning of equipment is £2.00 per item. This includes bit is not limited to mud, stickers, paint, and marker pens.
4.6.3 The cost for detangling of earpieces is £15.00 total.
4.6.4 The Replacement Cost in respect of lost or stolen Equipment and/or Equipment which is beyond economic repair and the Hirer will continue to pay the Charges, until the Replacement Cost has been received by DIGITALL COMMS LTD.
4.6.5 Missing and damaged equipment costs are as follows:
220.127.116.11 Analogue radio: up to £150.00.
18.104.22.168 Digital radio: up to £295.00.
22.214.171.124 Analogue repeater: up to £895.00.
126.96.36.199 Digital repeater: up to £1895.00.
188.8.131.52 Antennas: up to £199.00.
184.108.40.206 Earpiece: up to £18.00.
220.127.116.11 Noise cancelling headsets: up to £199.00.
18.104.22.168 Multi unit chargers: up to £349.00.
22.214.171.124 Batteries: up to £45.00.
126.96.36.199 Misc accessories: up to £20.00.
4.7 Consequences of expiry or cancellation of the Contract. On expiry or cancellation of the Contract for whatever reason all Equipment at such time in the possession of the Hirer shall immediately become due for return to DIGITALL COMMS LTD and unless agreed otherwise in writing, the Hirer will return the Equipment to DIGITALL COMMS LTD.
4.7 Cancellation costs are as follows:
4.7.1 Cancellation within 7 days of placing your order will incur a £30 fee.
4.7.2 Less than 20 complete working days prior to dispatch, a cancellation fee equivalent to half of the hire charge will be incurred.
4.7.2 Any cancellations less than 10 complete working days prior to dispatch of the equipment will incur a cancellation fee equal to the full hire charge.
4.8 DIGITALL COMMS LTD requires access to recover the Equipment. The Hirer will grant, and will ensure that the owner of any third party premises will grant to DIGITALL COMMS LTD, its agents, employees and sub-contractors the right at any time to enter any premises where the Equipment is or may be stored in order to recover the Equipment. The rights granted in this clause 4.8 are without prejudice to any rights and remedies of DIGITALL COMMS LTD.
DELIVERY AND COLLECTION
5.1 When DIGITALL COMMS LTD will provide the Equipment. During the order process DIGITALL COMMS LTD will let the Hirer know when DIGITALL COMMS LTD will provide the Equipment.
5.2 DIGITALL COMMS LTD is not responsible for delays outside of DIGITALL COMMS LTD’Ss control. If DIGITALL COMMS LTD’S supply of the Equipment is delayed by an event outside DIGITALL COMMS LTD’S control then DIGITALL COMMS LTD will contact the Hirer as soon as possible to let the Hirer know and DIGITALL COMMS LTD will take steps to minimise the effect of the delay. DIGITALL COMMS LTD will not be liable for delays caused by any event outside DIGITALL COMMS LTD’S control, but if there is a risk of substantial delay the Hirer may contact DIGITALL COMMS LTD to end the Contract and receive a refund for any Equipment paid for but not received.
5.3 If the Hirer does not allow DIGITALL COMMS LTD access to provide the Equipment. If the Hirer does not allow or procure DIGITALL COMMS LTD access to its property to provide the Equipment as arranged DIGITALL COMMS LTD may charge the Hirer additional costs incurred by DIGITALL COMMS LTD as a result. If, despite DIGITALL COMMS LTD’S reasonable efforts, DIGITALL COMMS LTD is unable to contact the Hirer or re-arrange access to the Hirer’s property DIGITALL COMMS LTD may end the contract. It is the Hirer’s responsibility to ensure that the Site has been inspected by the Hirer and that the Site is adequately prepared to allow DIGITALL COMMS LTD to access it to effect Delivery in a safe manner without causing damage. The Hirer acknowledges that DIGITALL COMMS LTD may effect deliveries or collections in large, heavy commercial vehicles and will hold DIGITALL COMMS LTD harmless in the event of any damage caused by lack of Site preparation by the Hirer, to include poor access routes and/or ground conditions. If the Hirer has any concerns around access and safe delivery, this should be raised with DIGITALL COMMS LTD staff prior to completing an Order and noted on the Order, failing which DIGITALL COMMS LTD shall have no liability for damage to Site or delayed or failed delivery and the Hirer shall be liable for any related charges, including redelivery charges.
5.4 When the Hirer becomes responsible for the Equipment. Delivery will occur when the Equipment is made available to the Hirer at the delivery address (whether at DIGITALL COMMS LTD’S premises or a Site). Unless otherwise agreed by the parties in writing, risk of loss, theft, damage or destruction of the Equipment shall pass to the Hirer on delivery in accordance with this clause and will return to DIGITALL COMMS LTD once the Equipment is loaded onto the collection vehicle by the Hirer.
5.5 What will happen if the Hirer does not give required information to DIGITALL COMMS LTD. DIGITALL COMMS LTD may need certain information from the Hirer so that DIGITALL COMMS LTD can supply the Equipment, for example, delivery details. DIGITALL COMMS LTD will contact the Hirer to ask for this information. If the Hirer does not give DIGITALL COMMS LTD this information within a reasonable time of DIGITALL COMMS LTD asking for it, or if the Hirer gives DIGITALL COMMS LTD incomplete or incorrect information, DIGITALL COMMS LTD may either end the Contract or make an additional charge of a reasonable sum to compensate DIGITALL COMMS LTD for any extra work that is required as a result. DIGITALL COMMS LTD will not be responsible for supplying the Equipment late or not supplying any part of it if this is caused by the Hirer not giving DIGITALL COMMS LTD the information DIGITALL COMMS LTD needs within a reasonable time of DIGITALL COMMS LTD asking for it.
5.6 If the Hirer does not allow DIGITALL COMMS LTD access to collect the Equipment. The Hirer shall grant or procure the grant of access to the Site to DIGITALL COMMS LTD to allow the collection of the Equipment and make the Equipment available for collection by DIGITALL COMMS LTD or by the courier on behalf of DIGITALL COMMS LTD on the date and time agreed between the parties. If DIGITALL COMMS LTD or the courier on behalf of DIGITALL COMMS LTD is unable to collect the Equipment as arranged, a charge (at the standard hire rate) shall be added on a daily basis until all Equipment is received at DIGITALL COMMS LTD office. Each failed collection will incur a fee from our courier company of £10.00 + VAT which is payable by you.
5.7 Collections and returns. When a Hirer wishes to collect or return Equipment from or to the DIGITALL COMMS LTD office, it shall be the Hirer’s responsibility to prepare its vehicle so that the collection/return can be carried out without damage being caused to such vehicle or injuries being sustained by the Hirer or by DIGITALL COMMS LTD staff and the Hirer shall hold DIGITALL COMMS LTD harmless in the event of contravention of this. Should the Hirer have any doubt as to whether this can be complied with, it should ask DIGITALL COMMS LTD to arrange a collection/delivery, subject to Charges (as applicable).
CHARGES AND PAYMENT
6.1 Where to find the Charges. The Charges (which includes VAT) will be the price indicated on the quote (or otherwise notified to the Hirer) when the Hirer places the Order.
6.2 Variation of the Charges. DIGITALL COMMS LTD will be entitled to vary the Charges and any Additional Charges at any time by giving written notice to the Hirer to reflect any variation in the cost of supplying the Equipment which arises as a consequence of:
6.2.1 Any variation in the Hirer’s requirements for the Equipment;
6.2.2 Any information provided by the Hirer being inaccurate or incomplete; or
6.2.3 Any failure or delay by the Hirer in providing information.
6.3 A deposit or other payment information may be required. At the time the Equipment is ordered, DIGITALL COMMS LTD may require the Hirer to pay a deposit and/or require the Hirer to provide details of a valid credit or debit card and allow DIGITALL COMMS LTD to take a deposit (“Deposit”).
6.4 Status of the Deposit. The Deposit shall be a deposit against default by the Hirer of payment of any Charges or any loss of or damage caused to the Equipment.
6.5 DIGITALL COMMS LTD may off-set the Deposit against amounts owed by the Hirer to DIGITALL COMMS LTD. If the Hirer fails without due cause to make any payment of the Charges or any Replacement Cost or causes any loss or damage to the Equipment (in whole or in part), DIGITALL COMMS LTD shall be entitled to apply the Deposit against such default, loss, Replacement Cost or damage.
6.6 Return of Deposit. Unless DIGITALL COMMS LTD is entitled to make a deduction from the Deposit in accordance with clause 6.5, the full amount of the Deposit will be returned to the Hirer at the end of the Hire Period.
6.7 When the Hirer must pay and how. The Hirer must pay the Charges at the time agreed in the Contact. Unless otherwise agreed by the parties in writing or in the Contract, any invoices submitted by DIGITALL COMMS LTD shall be paid by the Hirer within a period of thirty (30) days from the end of the month in which the relevant invoice is issued (only applicable to hirers who have an approved account by DIGITALL COMMS LTD).
6.8 DIGITALL COMMS LTD will pass on changes in the rate of VAT. If the rate of VAT changes between the Order date and the date DIGITALL COMMS LTD supplies the Equipment, DIGITALL COMMS LTD will adjust the rate of VAT that the Hirer pays, unless the Hirer has already paid for the Equipment in full before the change in the rate of VAT takes effect.
6.9 DIGITALL COMMS LTD may charge interest if the Hirer pays late, and the provisions of clause C 12.5 shall apply.
6.10 Other remedies of DIGITALL COMMS LTD for late payment. Should any portion of an account fall overdue then the total account will become due on demand. The Hirer will be responsible for reasonable legal charges incurred by DIGITALL COMMS LTD in the recovery of amounts due or the recovery of the Equipment. In addition DIGITALL COMMS LTD is entitled to suspend further services to the Hirer.
7.1 Even if DIGITALL COMMS LTD delays in enforcing a Contract, DIGITALL COMMS LTD can still enforce it later. If DIGITALL COMMS LTD fails to insist that the Hirer performs any of its obligations under a Contract or if DIGITALL COMMS LTD does not enforce its rights against the Hirer, or if DIGITALL COMMS LTD delays doing so, that will not mean that DIGITALL COMMS LTD has agreed not to enforce its rights against the Hirer and will not mean that the Hirer does not have to comply with those obligations. If DIGITALL COMMS LTD does waive a default by the Hirer, DIGITALL COMMS LTD will only do so in writing, and that will not mean that DIGITALL COMMS LTD will automatically waive any later default by the Hirer.
7.2 If a court finds part of the Terms illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any term is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
7.3 Nobody else has any rights under a Contract. The parties do not intend that any term of a Contract shall be enforceable by any person other than the parties.
7.4 The Hirer needs the consent of DIGITALL COMMS LTD to transfer its rights to someone else. The Contract is personal to the Hirer and the Hirer shall not assign, delegate, sub-contract, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under the Contract without the prior written consent of DIGITALL COMMS LTD.
GOVERNING LAW AND JURISDICTION
8.1 Which laws apply. These Terms and any and all Contracts and any non-contractual obligations arising out of or in connection with them will be governed by English law.
8.2 Where you may bring legal proceedings. DIGITALL COMMS LTD and the Hirer both agree that the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms and any and all Contracts (including in relation to any non-contractual obligations), except if the Hirer is a Consumer and a resident of Northern Ireland the Hirer may also bring proceedings in Northern Ireland, and if the Hirer is a Consumer and a resident of Scotland, the Hirer may also bring proceedings in Scotland.
FORMATION OF CONTRACTS
No Hirer Terms will apply to any Contracts. Each Contract will be subject to these Terms to the exclusion of all other terms and conditions, including any terms or conditions which the Hirer purports to apply under any purchase order, confirmation of order or similar document, whether or not such document is referred to in the Contract.
10.1 Liability for damage to Hirer’s property. DIGITALL COMMS LTD shall have no liability to the Hirer for damage to the Hirer’s property if the Hirer fails to comply with clause 4.3.
10.2 Consequences of parting with control of the Equipment. If the Hirer without the prior written consent of DIGITALL COMMS LTD, parts with control of the Equipment, the Hirer shall, immediately upon DIGITALL COMMS LTD’S request procure the return of the Equipment to the Hirer. If the Equipment is not returned to the Hirer within 5 days of DIGITALL COMMS LTD’S request, the Equipment shall be deemed to be lost and the Hirer shall be responsible for the replacement of the Equipment and the Charges and any Additional Charges will continue to apply until settlement is made to the satisfaction of DIGITALL COMMS LTD.
10.3 Equipment will comply with the Contract. DIGITALL COMMS LTD shall:
10.3.1 during each Hire Period, ensure that the Equipment shall be of satisfactory quality, comply with any description provided by the Hirer and shall be fit for its intended purpose; and
10.3.2 on the Commencement Date, ensure that the Equipment shall comply with all applicable laws and statutory regulations and any reasonable instructions and guidelines issued by the Hirer at the time of hire, including health, safety and security standards.
10.4 What to do if the Equipment fails to comply with the Contract. If, at any time during the Hire Period, the Hirer becomes aware of a breach of clause 10.3 the Hirer shall give written notice of the breach to DIGITALL COMMS LTD as soon as reasonably possible once the Hirer has become aware of the breach.
10.5 Remedies if the Equipment fails to comply with the Contract. Following receipt of written notice under clause 10.4 DIGITALL COMMS LTD will:
10.5.1 repair the Equipment;
10.5.2 replace the Equipment with equipment of an equivalent or similar specification; or
10.5.3 reduce the Charges of the relevant Equipment by a sum which is fair in the circumstance.
These are the Hirer’s only remedy for a breach of clause 10.3.
10.6 Circumstances where DIGITALL COMMS LTD will not be liable. DIGITALL COMMS LTD shall not be responsible to the Hirer for any breach of clause 10.3 and shall not be required to repair or replace the Equipment in accordance with clause 10.5 if:
10.6.1 the breach arose directly as a result of any act or omission of the Hirer; and/or
10.6.2 the breach was caused by or contributed to as a result of the misuse, neglect, alteration, mishandling or unauthorised manipulation of the Equipment.
In such circumstances, and without prejudice to its other rights including those in clause 4.6, DIGITALL COMMS LTD shall be entitled to charge the Hirer for repairing or providing replacement equipment or attending Site to repair or replace Equipment.
11.1 The Hirer shall procure that a duly authorised representative of the Hirer shall be present at the Site where the Equipment is to be delivered. Acceptance of delivery of the Equipment by such representative shall constitute conclusive evidence that the Hirer has accepted such delivery.
11.2 Time of delivery of the Equipment and/or performance of the Contract will not be of the essence.
11.3 If the Equipment is unavailable for inspection or collection within 5 days of the scheduled date for inspection or collection as agreed between DIGITALL COMMS LTD and the Hirer, the Equipment shall be deemed to be lost and the Hirer shall be responsible for the replacement of the Equipment as set out in clause 4.7 and the Charges and any Additional Charges will continue to apply until settlement is made to the satisfaction of DIGITALL COMMS LTD.
11.4 If DIGITALL COMMS LTD delivers a quantity of the Equipment less than the quantity specified in the Order, the Hirer shall agree the shortages with DIGITALL COMMS LTD and note the same on the delivery document. The Hirer may elect to:
11.4.1 refuse to take delivery of or reject the Equipment and the Hirer shall have liability for the cost of delivery only; or
11.4.2 take delivery of and keep the lesser quantity of Equipment or any part thereof and pay for them at the rate specified in the Order subject to a pro-rata reduction in the relevant Charges.
11.5 If DIGITALL COMMS LTD delivers a quantity of Equipment greater than the quantity specified in the Order, the Hirer may elect to:
11.5.1 accept and pay for all the Equipment delivered at the Charges; or
11.5.2 accept and pay for the quantity specified in the Order and reject the excess.
CHARGES AND PAYMENT
12.1 Withholding tax. If the Hirer is required in accordance with the relevant tax laws to make any withholding in respect of taxes from payments made or due to DIGITALL COMMS LTD, it shall provide DIGITALL COMMS LTD with a certificate evidencing that withholding has been made and properly accounted for to the relevant tax authorities and shall provide DIGITALL COMMS LTD with such assistance as may reasonably be required to enable DIGITALL COMMS LTD to reclaim such taxes.
12.2 Hirer’s with Credit Accounts. If DIGITALL COMMS LTD has granted a credit account to the Hirer:
12.2.1 then payment of any Charges or any other sums due under the Contract, including VAT, shall be made in full cleared funds within 30 days following the date of the invoice; and
12.2.2 DIGITALL COMMS LTD may set a reasonable credit limit.
12.3 DIGITALL COMMS LTD may terminate if the credit limit is exceeded. DIGITALL COMMS LTD reserves the right to terminate or suspend the Contract if allowing it to continue would result in the Hirer exceeding its credit limit or the Hirer has already exceeded its credit limit.
12.4 Invoice queries. The Hirer should notify DIGITALL COMMS LTD in writing of any queries concerning invoices within 14 days of the invoice date. DIGITALL COMMS LTD will not grant an extension to credit account payment terms for unresolved invoice queries that have been notified after such date.
12.5 Late payment. If the Hirer does not make any payment to DIGITALL COMMS LTD in full by the due date, without prejudice to any other rights of DIGITALL COMMS LTD, DIGITALL COMMS LTD may charge you interest (both before and after judgment) on the amount unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 1002 and/or to suspend further Services to you or any of your associated companies.
DIGITALL COMMS LTD’S LIABILITY
13.1 Non-excludable liability. Neither party excludes or limits its liability, if any, to the other party for:
13.1.1 death or personal injury resulting from its negligence or by the negligence of a person for whom it is vicariously liable;
13.1.2 any breach of its obligations implied by section 2 of the Supply of Goods and Services Act 1982;
13.1.3 for its fraud or fraudulent misrepresentation or the fraud or fraudulent misrepresentation by a person for whom it is vicariously liable; or
13.1.4 any matter which it would be illegal for it to exclude or to attempt to exclude its liability.
13.2 DIGITALL COMMS LTD’S aggregate liability. Subject to clause 13.1 and 13.4, DIGITALL COMMS LTD’S maximum aggregate liability to the Hirer arising out of or in connection with the Contract, whether in contract, tort, misrepresentation, under statute or otherwise, howsoever caused including by negligence and/or arising from a breach of, or a failure to perform or defect or delay in performance of, any of DIGITALL COMMS LTD’S obligations under the Contract but excluding any liability which falls within clause 13.1, shall be limited in respect of each Contract, to the Charges and other sums paid or payable in respect of that Contract as specified in the Order.
13.3 Excluded types of liability. Subject to clause 13.1, neither party shall have any liability to the other party for any:
13.3.1 loss of profit (direct or indirect);
13.3.2 loss of revenue, loss of production or loss of business (in each case whether direct or indirect);
13.3.3 loss of goodwill, loss of reputation, loss of opportunity and/or loss of operation (in each case whether direct or indirect);
13.3.4 loss of anticipated saving or loss of margin (in each case whether direct or indirect);
13.3.5 liability of the other party to third parties (whether direct or indirect); or
13.3.6 indirect, consequential or special loss,arising out of or in connection with the Contract, whether in contract, tort, misrepresentation, under statute or otherwise, howsoever caused including by negligence and/or arising from a breach of, or a failure to perform or defect or delay in performance of, any of that party’s obligations under the Contract and/or any defect in or breakdown of the Equipment or the Equipment’s unsuitability for the Hirer’s intended purpose.
13.4 The Effect of clause 13.4 on the Hirer’s liability. Clause 13.4 shall not limit or exclude DIGITALL COMMS LTD’S ability to claim against the Hirer in respect of:
13.4.1 any loss of or damage to Equipment subject to any Damage Waiver or Damage Waiver Plus applying;
13.4.2 the ability to recover the Charges applicable for any remaining Hire Period on early termination of any Contract as set out in these Terms; and/or
13.4.3 costs and expenses in respect of recovery of the Equipment as set out in these Terms.
13.5 DIGITALL COMMS LTD’S entire liability. The Contract set out the full extent of DIGITALL COMMS LTD’S obligations and liabilities in respect of the Equipment including the hire of Equipment to the Hirer. There are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on the Hirer except as specifically stated in the Contract. Any condition, warranty or other term concerning the Equipment which might otherwise be implied into or incorporated within the Contract, whether by statute, common law or otherwise, is expressly excluded.
14.1 Grounds for mutual termination. Either party may, immediately on giving written notice to the other party, terminate the Contract and/or the relevant Contract without payment of compensation if the other party:
14.1.1 commits a material breach of the Contract which is incapable of remedy;
14.1.2 commits a material breach of the Contract which can be remedied but fails to remedy that breach within seven (7) days of a written notice setting out the breach and requiring it to be remedied being given by the other party; and/or
14.1.3 becomes Insolvent and each party shall notify the other party immediately upon becoming Insolvent.
14.2 Termination on Notice. Either party may terminate the Contract on giving the other party not less than five (5) days’ notice in writing.
14.3 DIGITALL COMMS LTD’S rights to terminate. DIGITALL COMMS LTD may terminate the Contract immediately on giving written notice to the other party if:
14.3.1 the Equipment is lost, stolen, seized, confiscated or in DIGITALL COMMS LTD’S reasonable opinion or the opinion of its insurer(s), damaged beyond repair;
14.3.2 the Hirer fails to pay any of DIGITALL COMMS LTD’S invoices within thirty (30) days from the due date for payment; or
14.3.3 the Hirer (or its associated persons, agents or subcontractors) is shown not to be running its business in accordance with applicable law and regulations and with high levels of governance and ethical standards or cannot evidence such standards by way of appropriate policies and controls (or otherwise) to DIGITALL COMMS LTD’Ss reasonable satisfaction, including but not limited to compliance with the Bribery Act 1010, the Modern Slavery Act 1015, the Criminal Finances Act 1017 (anti-facilitation of tax evasion) and the General Data Protection Regulation.
14.4 Accrued rights and remedies will not be prejudiced by termination or expiry. The termination of the Contract (or any part of it) shall be without prejudice to the rights and remedies of either party which may have accrued up to the date on which the Contract expires or is cancelled for whatever reason.
14.5 Consequences of termination or expiry. Upon the termination or expiry of the Contract, howsoever caused, without prejudice to any other rights or remedies of DIGITALL COMMS LTD:
14.5.1 DIGITALL COMMS LTD shall be entitled to invoice all Charges and Additional Charges incurred which have not yet been invoiced;
14.5.2 the Hirer shall pay on demand all Charges and Additional Charges which are due but are unpaid at the date of demand, together with any interest accrued; and
14.5.3 the Hirer shall pay on demand all costs and expenses incurred by DIGITALL COMMS LTD in recovering the Equipment and/or in collecting any sum due under the Contract (including but not limited to any storage, transport, insurance, repair, legal and remarketing costs).
14.6 Hirer’s rights to Equipment ends when the Contract ends. Without prejudice to the remainder of these Terms, on the termination or expiry of any Contract DIGITALL COMMS LTD’S consent to the Hirer’s possession of the Equipment shall terminate and DIGITALL COMMS LTD may take possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located.
14.7 Definition of Insolvent. “Insolvent” means where a person ceases to trade, is unable to pay its debts as they fall due or where a person becomes, or is likely to become, insolvent or bankrupt including where a person has a receiver, administrative receiver, administrator or provisional liquidator appointed; is subject to a notice of intention to appoint an administrator; passes a resolution for its winding-up has a winding up order made by a court in respect of it; enters into any composition or arrangement with creditors (save in respect of a solvent restructuring) or has any steps or actions taken in connection with any of these procedures in any jurisdiction.
15.1 Use of Confidential Information. Each party will keep secret and confidential all confidential information concerning the business, affairs, customers, clients or suppliers of the other party which is disclosed or obtained in connection with the Contract and/or any Contract and shall not use nor disclose the same save for the purposes of the Contract or with the prior written consent of the relevant party. Where disclosure is made to any employee, consultant, sub-contractor or agent, who needs to know the confidential information for the purposes of the Contract and/or any Contract it shall be done subject to the obligations set out in the Contract and each party shall procure that any such employee, consultant, sub-contractor or agent complies with such obligations.
15.2 Exceptions to obligations of confidentiality. The obligations of confidentiality in this clause shall not extend to any matter which:
15.2.1 is in or enters the public domain other than as a result of a breach of the obligations of confidentiality under the Contract; or
15.2.2 is independently disclosed by a third party entitled to disclose the same; or
15.2.3 is required to be disclosed under any applicable law, or by order of a court, governmental body or authority of competent jurisdiction.
16.1 Entire Agreement. The Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and:
16.1.1 neither party has entered into the Contract in reliance upon, and it shall have no remedy in respect of, any representation or statement which is not expressly set out in the Contract; and
16.1.2 nothing in this clause 16.1 shall be interpreted or construed as limiting or excluding the liability of either party for fraud or fraudulent misrepresentation.
16.2 No Partnership. Nothing in the Contract and no action taken by the parties in connection with it or them shall create a partnership or joint venture or relationship of employer and employee between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.
16.3 Independent Contractor. Each party agrees that it is an independent contractor and is entering into the Contract as principal and not as agent for or for the benefit of any other person.
Version: December 2018