These are the terms and conditions referred to in your order (‘Order’) for Us to supply You with (‘Goods’) & (‘Services’).
They describe the terms on which We will supply the Services to You. It is important that you read these terms and conditions carefully and understand them before signing up with us online or otherwise. Please note that by ordering any of our goods or services or both you are bound by the terms and conditions
‘We’/‘Us’ – The Supplier of Goods and Services
‘You’ / ‘Your’ – The Customer
1. The Contract
1.1. The Order is your offer to buy the Goods or Services from Us on these Conditions, and You must make sure that the Order (and any specification that forms part of your Order) is correct.
1.2. When We send You a written acceptance, You have a binding contract with Us, and these Conditions are part of it.
1.3. It is our entire agreement. No previous statements or representations that We have made to You form part of the contract unless they are written into it. This includes samples, drawings, advertising, catalogues and other promotional or descriptive material or any statements, promise or representation made by or on behalf of Us.
1.4. If We have given You a quotation for the Services, it is only valid for 7 days from its issue date where it is email quote and for 30 minutes if it is an online quote. It is not an offer to supply the Services to You.
1.5. If either of Us needs to give the other a notice under the contract (‘Notice’), the Notice must be given properly to be effective. Clause 13.2 explains how to give a proper Notice.
2. The Goods and Services
2.1. The Goods are described in our specification attached to your order/quote
2.2. We are allowed to change any of our specifications, or any specification that You have supplied, if this is necessary to comply with any regulations.
2.3. Any Tariffs/Subscriptions are on a monthly basis and unused subscriptions/minutes cannot be carried forward or refunded.
2.4. We will supply the Services to You that are set out in the contract. Any performance dates are estimates, and We are not guaranteeing those timings.
2.5. We can change the Services if necessary to comply with any regulations, or if our changes don’t affect the nature and quality of the Services. If We decide to make a change, We will tell You in a Notice.
3. Delivery of Goods
We try to ensure that the stock information on our website is updated regularly. However, if you order online and the item is out of stock, we will email you with the availability of the item. At this point, you can wish to cancel the order or wait until the item is re-stocked.
You may incur cancellation fees based on the type of goods/services being cancelled.
3.1. We will give You a delivery note with each delivery of Goods. It will state the Order date, the Order reference number, the type and quantity of Goods, the storage instructions.
3.2. With some Goods, We collect the packaging materials from You at our expense after delivery. In this case, We will explain the package collection arrangements on the delivery note, and You must follow them.
3.3. Delivery dates are approximate, and time of delivery is not of the essence.
3.4. [We will deliver the Goods to/You will collect the Goods from] the location as agreed in advance by both the parties anytime after We send You a Notice that they are ready. Delivery will be completed when the Goods are [Delivered/collected].
3.5. If You do not [take/accept] delivery of the Goods within 10 days of our Notice date, delivery will be completed at 4:00 pm on the next day after the Notice date. We will then store the Goods and charge You for all storage and related costs (including insurance) until delivery actually takes place. If You have still not taken delivery after 5 days, We are allowed to sell the Goods (or some of them), in which case We will pay You any excess of the sale price over the price You owe Us (less our storage and selling costs). If the sale price is below the price You owe Us, We will charge You for the shortfall.
3.6. We are allowed to deliver the Goods in instalments. If We do this, each instalment will make up a separate contract with its own invoice and payment arrangements. If an instalment is delayed, You may not cancel other instalments because of the delay.
4. Returns and Refunds
The goods delivered to you can be returned to us within 7 days of delivery in its original, sealed packaging in a re-saleable condition. A re-stocking fee of 15% applies which would be deducted and the remaining amount would be refunded to you post the receipt of goods. The shipping cost for returns is Your responsibility.
Any goods that have been opened cannot be returned or refunded.
5.1. We want You to be satisfied with the quality of the Goods and so We offer You the following warranty for 12 months from the delivery date:
5.1.1. the Goods are the same in all material respects as their description;
5.1.2. the Goods are free from material defects;
5.1.3. the Goods are of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
5.1.4. the Goods are fit for any purpose that We have specified.
5.2. If You discover that some or all of the Goods do not meet our warranty standards, We will either repair or replace them, or refund You the price of the defective Goods. This will only apply, however, if You have done the following:
5.2.1. given Us Notice of the defect during our warranty period and within 5 days of discovering it;
5.2.2. given Us a reasonable opportunity of examining the Goods, and
5.2.3. returned the Goods to Us at [our/your] premises if requested.
5.3. Our warranty does not apply if:
5.3.1. You continue to use the Goods after You have given Us Notice of a defect;
5.3.2. the defect has arisen because You have failed to follow any written or oral instructions on the use, storage, installation, or maintenance of the Goods;
5.3.3. the defect arises because We followed your instructions, specifications, drawing or design;
5.3.4. You alter or repair the Goods without previously getting our written consent;
5.3.5. the defect is a result of fair wear and tear, negligence, abnormal storage or working conditions, or wilful damage;
5.3.6. changes have been made to the Goods to comply with applicable regulations.
5.4. Our warranty only applies on the terms of this clause, but it also applies on the same terms to any repaired or replacement Goods that We supply.
5.5. Testing and repairs can be carried out by our engineers within the warranty period. The shipping of goods to Us is Your responsibility.
6. Title and Risk
6.1. Risk in the Goods passes to You on completion of delivery. (Completion of delivery is explained in clause 3. You should make sure that You insure the Goods from this time onwards.
6.2. Title in the Goods (which means full ownership of them) passes when You have paid Us for them in full. Until the title passes, We will still own the Goods and You must treat them as follows:
6.2.1. store them separately from other goods so that they can be clearly identified as our property;
6.2.2. keep them in good condition and insure them against all risks at their full price from the delivery date. You must make sure that our interest in the Goods is noted on the policy. If You receive any insurance money for the Goods, You must hold it for Us separately and not mix it with any other money;
6.2.3. do not remove or obscure any identifying mark or packaging;
6.2.4. give Us any information about the Goods that We ask for.
You will be holding the Goods for Us, but You are allowed to resell them in the ordinary course of business.
6.3. If anything listed in clause 5 happens, or We think it is reasonably likely to happen, before our title to the Goods has passed to You, We will want to protect our title and the Goods themselves. You must notify Us of such circumstances immediately, but in any event We may ask You to deliver up the Goods to Us; if You fail to do this straightaway, We will have the right to enter your premises and recover the Goods, or to enter premises owned by anyone who is storing the Goods and remove them. We will not have this right of entry, however, if You have sold the Goods or incorporated them into another product so that they can’t be separated.
6.4. This clause 6 will continue even after the rest of the Contract comes to an end.
7. Your Obligations
7.1. You must do the following things:
7.1.1. co-operate with Us so that We can supply the Services properly;
7.1.2. give Us access to your premises, and give Us any information, materials, facilities, that We reasonably require;
7.1.3. obtain any licences and permission needed for Us to supply the Services before We start;
7.1.4. keep all our documents and property safe whilst they are at your premises;
7.1.5. ensure preparation of your premises for the supply of services
7.2. If We can’t supply the Services because You have prevented Us (for example by causing delay, or by not doing something You were supposed to do), We can stop supplying the services until You have put the matter right (at your own cost). In this case, You will also pay Us for any costs or losses You have caused Us, and We will not be responsible for any costs or losses caused to You.
7.3. It is your responsibility to ensure that the credentials provided to you that enable you to make and receive calls are not shared or sent to any third party. You are completely responsible for any costs or losses incurred due to illegal or unauthorized usage of your accounts.
7.4. The lead times provided by Us are informational only and We shall not be liable for any damage or losses incurred by You due to delays in Us performing any of the Obligations
7.5. It is Your responsibility to ensure that services(not provided by us) like broadband etc. Are functional and will not cause any disruptions to the services provided by us.
8. Charges and Payments
8.1. The price of the Goods is stated in our acceptance of your Order. It is exclusive of VAT, packaging, insurance and transport costs for which We will invoice You.
8.2. We are allowed to increase the price, by giving You a Notice of increase before We deliver the Goods, to take into account any of the following:
8.2.1. factors beyond our control (examples include tax changes, foreign exchange fluctuations, increases in the costs of labour, manufacturing, and/or materials etc);
8.2.2. changes in delivery dates, or quantities, types, or specifications of Goods that You have asked for;
8.2.3. delay caused by You, or your supplying Us with inadequate or inaccurate instructions.
8.3. Payment is due on each anniversary month following the date of starting of your services. The standard payment type is via direct debit, which must be authorized by you at the time of signing up to our services. You can opt to pay via credit or debit card which will be auto-charged at the time of renewal of your subscription.
8.4. It is essential to have atleast one valid card authorized on their account at all times. If card isn’t your primary payment method, then we reserve the right to collect payments via the card incase of a failed direct debit or any outstanding debts that affect the credit limit of the account.
8.5. If any of the pre-authorized payments fail, all the payments due must be paid within 10 days of due date.
8.6. Failure to make a payment and re-instate the direct debit would lead to immediate suspension of services
8.7. If You fail to pay on time, We may charge You interest at 4% per year above Barclays Bank’s base rate accrued daily from the due date until You pay Us, and this rate applies before or after any court judgment in our favour on the debt. The interest will be earned daily and You must pay it all with the overdue amount.
8.8. We shall be entitled to recover any amounts owed by You as debts and any costs incurred by us agency or legal would be passed onto You over and above your existing debts.
8.9. You are not allowed to hold back any payment due to Us as a set-off or credit or counterclaim unless the law allows it. However, We may set off any amount You owe Us against any amount We owe You.
8.10. In case of the cancellation of direct debit by You under any circumstances will be considered as formal cancellation of the contract and would be liable for immediate termination of the services provided. We shall not be liable for any loss or damage caused due to any such action undertaken by the client.
8.11. Any numbers assigned to you would be available on your account after suspension for 10 days. If the account is not re-instated or in case of debts, the account will be terminated after 10 working days of suspension notice and you will lose any numbers associated with youraccount. You will however still be obliged to repay your debts as outlined in clause 8.6 – 8.8
9. Fair Usage Policy
9.1. Wherever applied, unlimited call packages would have a fair usage policy of 3000 minutes per user. These minutes apply to a mix of 65% landline and 35% mobile calls. If the usage is beyond the specified limits, the client would be charged at standard call rates. Any exceptions to this policy should be agreed and signed separately by either parties.
9.2. A single extension license with multiple registrations is meant only for the use of a single user with multiple devices. Any misuse of this feature or usage of the license by several people simultaneously will result in immediate termination of the services.
9.3 DBSL reserves the right to add , modify or amend this Use Policy at any time for any reason at its sole discretion.
10. Intellectual Property
10.1. We own all intellectual property rights arising from our Services.
10.2. Your use of intellectual property rights owned by someone else depends upon Us getting a license from the owner for You to use those rights.
11.1. Each Party undertakes that, it shall, at all times during the continuance of the Agreement and after its termination:
11.1.1. keep confidential all Confidential Information;
11.1.2. not disclose any Confidential Information to any other party;
11.1.3. not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
11.1.4. not make any copies of, record in any way or part with possession of any Confidential Information; and ensure that none of its directors, officers, employees, agents, subcontractors or advisers are subject to the confidentiality agreements.
12. Liability Limitations
12.1. We will not be responsible to You for any loss of profit or any consequential loss arising from our contract with You, and our total liability to You under the contract will not exceed the value of your total services invoice for the last three months.”Consequential loss” means negligence, breach of statutory rights etc
12.2. These Conditions do not limit our responsibility for things that the law says We cannot exclude. These include death, personal injury caused by our negligence, fraud, breach of the terms implied by section 2 of the legislation known as the Sale of Goods and Services Act 1982 (which entitles You to title and quiet possession of your goods) or any other matter that the law says We can’t exclude. But otherwise, any warranties or terms which are implied into this contract by any piece of law are excluded.
12.3. Neither of Us will be liable to the other for failure or delay in carrying out this contract which is caused by an event beyond our reasonable control, which We could not have foreseen or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, deliberate damage, or failures of suppliers or sub-contractors to do what they are supposed to.
13. Term and Termination
13.1. The Agreement shall come into force on the agreed Commencement Date and shall continue for a defined Term from that date
13.2. Either Party shall have the right, subject to the agreement and consent of the other Party and exercisable by giving not less than 30 days written notice to the other at any time prior to the expiry of the Term specified inthe Agreement (or any further period for which the Agreement is extended) to extend the Agreement for a further period of 30 days.
13.3. Either Party may terminate the Agreement by giving to the other not less than 30 days written notice, to expire on or at any time after the minimum term of the Agreement (which shall be defined in the Agreement).
13.4. Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
13.4.1. any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 10 Business Days of the due date for payment;
13.4.2. the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 10 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
13.4.3. an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
13.4.4. the other Party makes any voluntary arrangement with its creditors or,
being a company, becomes subject to an administration order (within the
meaning of the Insolvency Act 1986);
13.4.5. the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the
purposes of bona fide amalgamation or re-construction and in such a
manner that the company resulting there from effectively agrees to be
bound by or assume the obligations imposed on that other Party under the
13.4.6. anything analogous to any of the foregoing under the law of any
jurisdiction occurs in relation to the other Party;
13.4.7. the other Party ceases, or threatens to cease, to carry on business; or
13.4.8. control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement
13.5. The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach
14. Effects of Termination
14.1. Upon the termination of the Agreement for any reason:
any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
14.2. all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain In full force and effect;
14.3. termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;
14.4. each Party shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
14.5. The following charges would apply in case of early termination(these do not apply if 30 days notice is provided) or cancellation without notice or in case of non-payment of fees
Cancellation Charge £25+VAT
Re-Connection Charge £25 + VAT
15.1. We are allowed to assign, transfer, charge or sub-contract our rights and obligations under this contract, but You may not do any of these things unless We have previously agreed in writing that You can.
15.2. Nobody other than We and You may rely on any terms of this contract.
15.3. DBSL reserves the right to amend the terms of services at any time with or without prior notice.
15.4. If either of Us wishes to give a notice to the other under the contract, We must give it in writing and either deliver it or send it by first class post to the other’s registered office (or another address specifically given to the sender for this purpose). Delivery by post will be regarded as completed by 9:00 am on the second day after posting. This arrangement does not apply to the service of any documents in legal proceedings.
15.5. Delay in exercising a right under the contract will not take away that right or any other right.