Terms & Conditions
1. Interpretation
1.1 Definitions. In these Conditions, the following definitions apply:
Additional Services: means such additional services as are to be provided to the Customer by Reach Digital Telecoms from time to time, such as Additional Call Recording Storage, Anti-Fraud Protection, etc.
Broadband Service: the provision of broadband services supplied by Reach Digital Telecoms to the Customer as set out in the Order.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: means the commencement date of the Minimum Term, being the day upon which number porting completes for all relevant numbers (Port Date).
Conditions: these terms and conditions as amended from time to time in accordance with clause 19.7.
Contract: the contract between Reach Digital Telecoms and the Customer for the supply of Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from Reach Digital Telecoms.
Early Termination Charge: has the meaning set out in clause 17.2.
Equipment: the deliverables set out in the Order and any equipment (including, without limitation, software, handsets, mobile devices and tablets) provided by Reach Digital Telecoms in the supply of the Services.
Force Majeure Event: has the meaning given to it in clause 18.1.
Fraud Monitoring Service: the provision of a monitoring service on the Customers lines and calls as set out in literature sent to the Customer from time to time.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Line and Calls Service: the package for the provision of mobile and land lines and calls supplied by Reach Digital Telecoms to the Customer as set out in the Order.
Maintenance Service: the maintenance and repair services of the Equipment and Services identified in the Order as being subject to these Maintenance Services.
Monthly Usage Allowance: in relation to the Broadband Service and Line and Calls Service, the number of inclusive GBs available under the Contract as set out in the Order.
Reach Digital Telecoms: Reach Digital Telecoms Limited registered in England and Wales with company number 9375466
Reach Digital Telecoms Materials: has the meaning set out in clause 12.1.7.
Order: The Customer's order for the supply of the Services, as set out in the Customer's order form, or the Customer's written acceptance of Reach Digital Telecoms’ quotation.
Rental Service: the provision of the Equipment to the Customer on hire directly from Reach Digital Telecoms where no third-party rental agreement is in place for the hire of the Equipment.
Services: the services, (including but not limited to the Equipment, Line and Calls Services, Maintenance Service, Broadband Service, Fraud Monitoring Service and Rental Service supplied by Reach Digital Telecoms to the Customer as set out in the Service Specification below.
Service Specification: the description or specification for the Services provided in writing by Reach Digital Telecoms to the Customer.
Term: means the minimum contract period applying to each of the Services as set out in the Order.
1.2 "Construction". In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 a reference to writing or written includes faxes and e-mails.
2. Basis of Contract
2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted on the earlier of:
2.2.1 the Supplier issuing written acceptance of the Order;
2.2.2 any act by Reach Digital Telecoms consistent with fulfilling the Order
at which point and on which date the Contract shall come into existence ("Commencement Date").
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Reach Digital Telecoms which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by Reach Digital Telecoms and any illustrations or descriptions of the Services contained in Reach Digital Telecoms’ catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation or proposal given by Reach Digital Telecoms shall not constitute
2.7 an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.8 Any typographical, clerical or other error or omission in any sales literature, quotation, acceptance of offer, invoice or other document or information issued by Reach Digital Telecoms shall be subject to correction without liability on the part of Reach Digital Telecoms.
2.9 No order which has been accepted by Reach Digital Telecoms may be cancelled by the Customer except with the agreement in writing of Reach Digital Telecoms and on the terms, that the Customer will pay to Reach Digital Telecoms the Early Termination Charges for the services and 50% of the total rentals due over the term.
2.10 These Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
2.11 For the avoidance of doubt, these Conditions shall apply to any renewed contract for the Services (including where Services have been added or removed) as well as new contracts for the Services.
3. Equipment
3.1 The Equipment is as described in the Order.
3.2 Reach Digital Telecoms reserves the right to amend the specification of the Equipment if required by any applicable statutory or regulatory requirements.
3.3 The Customer acknowledges that the Equipment is either on hire from a third party or Reach Digital Telecoms depending on the terms set out in the Order. The Customer shall not become the owner of the Equipment at any time, unless agreed in writing by Reach Digital Telecoms.
3.4 The Customer acknowledges that once the third party agreement ends, the Equipment is passed ownership to Reach Digital Telecoms, who will then invoice per month the same rental, until confirmation has been received with regards to goods to be returned.
4. Delivery of Equipment
4.1 Reach Digital Telecoms shall deliver the Equipment to the location set out in the Order or such other location as the parties may agree ("Delivery Location") at any time after Reach Digital Telecoms notifies the Customer that the Equipment is ready.
4.2 Delivery of the Equipment shall be completed on the Equipment's arrival at the Delivery Location.
4.3 Any dates quoted for delivery of the Equipment are approximate only, and the time of delivery is not of the essence. Reach Digital Telecoms shall not be liable for any delay in delivery of the Equipment that is caused by a Force Majeure Event or the Customer's failure to provide Reach Digital Telecoms with adequate delivery instructions or any other instructions that are relevant to the supply of the Equipment.
4.4 If Reach Digital Telecoms fails to deliver the Equipment, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Equipment of similar description and quality in the cheapest market available, less the price of the Equipment. Reach Digital Telecoms shall have no liability for any failure to deliver the Equipment to the extent that such failure is caused by a Force Majeure Event the Customer's failure to provide Reach Digital Telecoms with adequate delivery instructions for the Equipment or any relevant instruction related to the supply of the Equipment.
5. Quality of Equipment
5.1 Reach Digital Telecoms is not the manufacturer of the Equipment, but shall endeavor to transfer to the Customer the benefit of any warranty or guarantee given to Reach Digital Telecoms.
5.2 Reach Digital Telecoms warrants that on delivery the Equipment shall conform in all material respects with its description.
6. Title and Risk
6.1 The risk in the Equipment shall pass to the Customer on completion of delivery.
6.2 Title to the Equipment shall remain, as between the parties, with Reach Digital Telecoms.
6.2.1 Until the Equipment is returned to Reach Digital Telecoms, the Customer shall: where on hire from Reach Digital Telecoms, maintain the Equipment in a satisfactory condition, in good working order and keep them insured against all risk for their full value on Reach Digital telecom’s behalf from the date of delivery.
6.2.2 where on hire from Reach Digital Telecoms, not make any alteration or modification to the Equipment without Reach Digital telecoms prior written consent.
6.2.3 where on hire from Reach Digital Telecoms, not to sell or offer or sell, assign, mortgage, lend or create any lien over the Equipment without the prior written consent of Reach Digital Telecoms.
6.2.4 where on hire from Reach Digital Telecoms, deliver up the Equipment to Reach Digital Telecoms upon demand and if the Customer fails to do so promptly, Reach Digital Telecoms may enter any premises of the Customer or a third party where the Equipment is stored to recover them.
6.2.5 where the Equipment is rented from any third party, comply with the terms of that third-party rental agreement.
6.3 For the avoidance of doubt, any Equipment not returned to Reach Digital Telecoms, or returned damaged, will be charged to the Customer at its then current replacement cost.
7. Supply of Services
7.1 Reach Digital Telecoms shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
7.2 Reach Digital Telecoms aims to provide a continuous and high-quality service to its Customers; however Reach Digital Telecoms cannot guarantee a continuous fault free service. Reach Digital Telecoms accepts no liability for any loss of service or loss of data caused by disruptions or delays in the Services provided.
7.3 Reach Digital Telecoms use third party lines to supply the Services. If the Customer reports a fault with the line which is determined to be caused by either the Customer’s equipment, or if no fault is found and Reach Digital Telecoms incurs a cost from the third-party provider, the Customer agrees to indemnify Reach Digital Telecoms in relation to this cost.
7.4 Reach Digital Telecoms shall use all reasonable endeavors to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services or delivery of the Equipment.
7.5 Reach Digital Telecoms shall have the right to make any changes to or withdraw some or part of the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, or in the event of technological changes, obsolescence, differing or new product features, change in provider or a change to the method in which the Services are delivered, and Reach Digital Telecoms shall notify the Customer in any such event.
7.6 Reach Digital Telecoms warrants to the Customer that the Services will be provided using reasonable care and skill.
7.7 Reach Digital Telecoms will provide the Customer with the Hardware agreed at point of sale, however, should this not be suitable we will provide a different product to suit your business requirements.
8. Maintenance Service
8.1 The Maintenance Service shall:
8.1.1 unless otherwise agreed in writing, apply only in respect of the Equipment and Services expressly stated in the Order to be subject to the Maintenance Service;
8.1.2 include where requested and relevant, the inspection, testing and diagnosis and repair of any fault in the Equipment or Services included within the Maintenance Service.
8.2 The Maintenance Service will typically operate between the hours of 9.00 am and 5.30 pm Monday to Thursday and 9.00 am to 5.00 pm Fridays. Out of hours’ cover may be available if agreed in writing by Reach Digital Telecoms.
8.3 Reach Digital Telecoms cannot guarantee any specific response or rectification times under the Maintenance Service nor that the Services or Equipment will operate without interruption or error. In many situations Reach Digital Telecoms will be bound by the response times of its third-party suppliers to any faults.
8.4 Reach Digital Telecoms has no liability to the Customer in the provision of the Maintenance Service in relation to:
8.4.1 any fault arising from willful damage, negligence, improper storage or use, abnormal working conditions, failure to follow Reach Digital Telecoms instructions (whether written or oral), misuse, alteration or repair of the Equipment without Reach Digital Telecoms written approval;
8.4.2 any delay in the execution of any repair;
8.4.3 defects caused by failures or surges in electrical power or the electrical supply service;
8.4.4 any defect arising because of a Force Majeure Event; or
8.4.5 circumstances where there are any sums owing from the Customer to Reach Digital Telecoms.
8.5 The Maintenance Services do not include or cover:
8.5.1 damage to the Equipment caused by the negligence of the Customer, its employees, sub-contractors or any other person. If the Equipment is damaged in any of the circumstances listed above, the Customer shall pay for all parts and labour required to repair the Equipment.
8.5.2 any Equipment not being used in accordance with the manufacturer's published instructions or Reach Digital Telecoms instructions from time to time;
8.5.3 any Equipment that has been abused or mistreated, including being subject to unusual physical or electronic stress; and
8.5.4 any Equipment which has been repaired or attempted to have been repaired by the Customer or any third party.
9. Lines and Calls Service
9.1 For the purposes of calculating call charges: -
9.1.1 calls will be rounded up to the nearest minute of each call;
9.1.2 calls will be subject to the minimum call charge and/or a connection charge of Reach Digital Telecoms applicable from time to time.
9.2 Details of the inclusive calls type and/or call volumes within bundle packages shall be set out in the Order. Any calls excluded from the bundle shall be charged at standard rates.
9.3 Inclusive UK Mobile calls include the ‘Top 5’ only, and UK Mobile calls outside of this package will be charged at the standard rates.
Estimated calls as per the quotation, include Local, National and UK Mobile calls only. Any calls excluded from the bundle shall be charged at standard rates.
9.4 For the avoidance of doubt, any line rental or service charges set out in the Order do not include any Broadband Services or other services associated with the line unless specifically stated in writing.
10. Call Monitoring
10.1 Reach Digital Telecoms may monitor and record calls made to or by the Customer for training purposes, to improve the quality of its customer services, to assist with complaint handing and in certain circumstances as part of the provision of some of the Services.
10.2 Reach Digital Telecoms has the ability, at its sole discretion, to re-direct all the Customers calls to Reach Digital Telecoms for the purpose of, but not limited to, programming the system to enable low cost calls.
11. Fraud Monitoring Service
11.1 Prices for the Fraud Monitoring Service are contained in various pieces of literature sent to the Customer by Reach Digital Telecoms and are available on Reach Digital Telecoms website from time to time.
12. Customer's Obligations
12.1 The Customer shall:
12.1.1 ensure that the terms of the Order are complete and accurate;
12.1.2 co-operate with Reach Digital Telecoms in all matters relating to the Services;
12.1.3 provide Reach Digital Telecoms, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation, utilities, cabling and other facilities as reasonably required by Reach Digital Telecoms to provide and install the Services;
12.1.4 provide Reach Digital Telecoms with such information and materials as Reach Digital Telecoms may reasonably require supplying the Services, and ensure that such information is accurate in all material respects;
12.1.5 prepare the Customer's premises for the supply of the Services;
12.1.6 obtain and maintain all necessary licenses, permissions and consents which may be required for the Services before the date on which the Services are to start;
12.1.7 keep and maintain all materials, Equipment, telephones, handsets, headsets, documents and other property of Reach Digital Telecoms ("Reach Digital Telecoms Materials") at the Customer's premises in safe custody at its own risk, maintain Reach Digital Telecoms Materials in good condition until returned to Reach Digital Telecoms, and not dispose of or use Reach Digital Telecoms Materials other than in accordance with Reach Digital Telecoms written instructions or authorisation;
12.1.8 provide Reach Digital Telecoms with access to the Customer's computer system and IT support and such "team viewer software" as is required to perform the Services;
12.1.9 ensure that any personal identification numbers (PINs) and passwords required for the Services are kept secure and confidential;
12.1.10 keep, maintain and make available to Reach Digital Telecoms any operation manuals or documentation provided with the Equipment;
12.1.11 not to change any user names or passwords without Reach Digital Telecoms’ prior written consent; and
12.1.12 not to use the Services for any improper, immoral, offensive, fraudulent, illegal or unlawful purposes, including, without limitation spam and contravention of any licenses or third party rights.
12.2 If Reach Digital Telecoms’ performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):
12.2.1 Reach Digital Telecoms shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Reach Digital Telecoms’ performance of any of its obligations;
12.2.2 Reach Digital Telecoms shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Reach Digital Telecoms’ failure or delay to perform any of its obligations as set out in this clause 12.2; and
12.2.3 the Customer shall reimburse Reach Digital Telecoms on written demand for any costs or losses sustained or incurred by Reach Digital Telecoms arising directly or indirectly from the Customer Default.
13. Charges and Payment
13.1 The price for the Services shall be the prices set out in the Order or, if no price is quoted, the price set out in Reach Digital Telecoms’ published price list as at the date of delivery. Direct Debit will be collected by Inform Billing Ltd, registered in England with Company number 9375466 on behalf of Reach Digital Telecoms.
13.2 Should any changes made by the salespersons that are not included in the original agreements happen, they must be agreed by the Director(s) and signed off as noted on account. The signed authority is to be sent to both customer and company to keep on file.
13.3 Should the early termination charges that are calculated at the point of sale are not claimed with a valid invoice within 12 months of the installation date, they will not be accepted.
13.4 Reach Digital Telecoms may, at its discretion, request an "on account line rental" which shall be up to 2 months’ charges for the Services in advance. The "on account line rental" shall be a deposit against default by the Customer of any payment of the charges for the Services or loss or damage caused to the Equipment and Reach Digital Telecoms shall be entitled to apply the "on account line rental" against such loss, default or damage. In the case of no default by the Customer, Reach Digital Telecoms shall refund such "on account line rental" to the Customer at the end of the Term.
13.5 In the event that the Customer exceeds the Monthly Usage Allowance, Reach Digital Telecoms shall be entitled to charge the Customer for any excess usage.
13.6 Reach Digital Telecoms reserves the right on not less than one month’s notice to:
13.6.1 increase the charges for Services (including for the avoidance of doubt, any Support Services) on an annual basis with effect from April of each year in line with the percentage increase in the Retail Prices Index in the preceding 12-month period for which figures have been made available by the Office for National Statistics (or since the last such price increase, if longer).
13.6.2 If the Customer is a Microenterprise or Small Enterprise Customer, or a Not-For-Profit Customer, the Customer may, following receipt of any proposed increase in the charges for the Services during the Minimum Term (other than any VAT or other tax increase, or where the price increase was set out in the original Order for the Services) terminate or withdraw from the Contract without penalty upon written notice to the Supplier.
13.7 In respect of Services, unless otherwise agreed in writing, Reach Digital Telecoms shall invoice the Customer: -
13.7.1 monthly in advance for Maintenance Services, Broadband Services, Rental Services and line rental; and
13.7.2 monthly in arrears for call charges and any excess usage charges.
13.7.3 Reach Digital Telecoms reserves the right to charge rental for the use of telephone equipment after the end date of the finance lease agreement signed by the Customer.
13.8 The Customer shall pay each invoice submitted by Inform Billing Ltd in association with Reach Digital Telecoms by direct debit within 14 days of the date of the invoice.
13.9 Reach Digital Telecoms shall be entitled to charge an administration charge of £25.00 for the cancellation of a Customers direct debit.
13.10 Reach Digital Telecoms shall be entitled to charge a monthly fee of £10 as a payment processing fee if the Customer chooses not to pay for the Services by direct debit.
13.11 Reach Digital Telecoms shall be entitled to charge a monthly fee of £2 if the Customer chooses to receive paper invoices for the Services.
13.12 In certain circumstances the Customer may benefit from reduced rates for the provision of the Services when paying by direct debit. If such direct debit is cancelled, for the avoidance of doubt, Reach Digital Telecoms reserves the right to charge the Customer its then standard rates for the Services.
13.13 Time for payment shall be of the essence of the Contract.
13.14 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by Reach Digital Telecoms to the Customer, the Customer shall, on receipt of a valid VAT invoice from Reach Digital Telecoms, pay to Reach Digital Telecoms such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
13.15 If the Customer fails to make any payment due to Reach Digital Telecoms under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
13.16 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Reach Digital Telecoms may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Reach Digital Telecoms to the Customer.
14. Intellectual Property Rights
14.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Reach Digital Telecoms.
14.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer's use of any such Intellectual Property Rights is conditional on Reach Digital Telecoms obtaining a written license from the relevant licensor on such terms as will entitle Reach Digital Telecoms to license such rights to the Customer.
14.3 All Reach Digital Telecoms Materials are the exclusive property of Reach Digital Telecoms.
15. Confidentiality
A party ("receiving party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party ("disclosing party"), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to tho se of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 15 shall survive termination of the Contract.
16. Limitation of Liability: The Customer's Attention Is Particularly Drawn to this Clause
16.1 Nothing in these Conditions shall limit or exclude Reach Digital Telecoms’ liability for:
16.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
16.1.2 fraud or fraudulent misrepresentation;
16.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
16.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
16.2 Subject to condition [16.1], Reach Digital Telecoms’ shall under no circumstances whatsoever be liable to the Customer whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
16.2.1 any indirect, special or consequential loss; or
16.2.2 any of the following categories of loss:
(a) loss of profits;
(b) loss of sales, or business;
(c) loss of opportunity, agreements or contracts;
(d) loss or damage to goodwill;
(e) loss of or damage to data.
16.2.3 any claim made against the Customer by a third party that does not follow a breach of these Terms by Reach Digital Telecoms;
16.2.4 any loss or damage to the Customer caused by or arising from any act or omission of the Customer, the network provider, any public telephone operator, any other direct or indirect supplier to the Customer, or any other third party;
16.2.5 the imposition of legal or regulatory restrictions which prevent Reach Digital Telecoms’ from supplying the Services (including Support Services) or any Additional Services (or any part thereof).
16.3 Subject to condition [16.1 & 16.2], Reach Digital Telecoms total liability to the Customer in respect of all other losses arising under or in connection with the Contract whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall not exceed the lesser of:
16.3.1 the aggregate of all charges payable or paid by the Customer for the Services supplied (or to be supplied) in the 12-month period beginning on the Commencement Date or its anniversary in which the event giving rise to the claim occurs; or
16.3.2 £200,000
16.4 This clause 16 shall survive termination of the Contract.
17. Termination
17.1 This Contract shall continue in force for the Term in relation to each of the Services being provided and shall continue thereafter unless terminated by either party on not less than 90 days written notice.
17.2 In the event that the Customer terminates all or part of this contract before the expiry of the Term after Reach Digital Telecoms has accepted the Customer's Order (except in accordance with clause 17.3), it is accepted and agreed that the Customer shall pay to Reach Digital Telecoms the Early Termination Charge of:
17.2.1 In relation to the Line and Calls Service, 100% of the remaining charges due for the Term.
17.2.2 In relation to all other Services (excluding Line and Calls Service), 100% of the remaining charges due for the Term
The parties confirm that these Early Termination Charges represent a genuine pre-estimate of Reach Digital Telecoms’ loss taking into account (amongst other things) a discount for accelerated payment, Reach Digital Telecoms’ costs and charges Reach Digital Telecoms will incur or has incurred under third party contracts.
17.3 For the avoidance of any doubt, if this contract is terminated part way through a month any Early Termination Charges payable for that month must be paid in full and shall not be reduced pro rata.
17.4 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
17.4.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
17.4.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
17.4.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
17.4.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
17.4.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
17.4.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
17.4.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
17.4.8 the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
17.4.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
17.4.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 17.4.2 to clause
17.4.9 (inclusive);
17.4.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
17.4.12 the other party's financial position deteriorates to such an extent that in Reach Digital Telecoms’ opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
17.4.13 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
17.4.14 Without limiting its other rights or remedies, Reach Digital Telecoms may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
17.5 Without limiting its other rights or remedies, Reach Digital Telecoms may suspend the supply of Services under the Contract or any other contract between the Customer and Reach Digital Telecoms if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 17.4.2 to clause 17.4.13, or Reach Digital Telecoms reasonably believes that the Customer is about to become subject to any of them.
17.6 On termination of the Contract for any reason:
17.6.1 the Customer shall immediately pay to Reach Digital Telecoms all of Reach Digital Telecoms’ outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, Reach Digital Telecoms shall submit an invoice, which shall be payable by the Customer immediately on receipt;
17.6.2 the Customer shall return all of Reach Digital Telecoms Materials and any Equipment which have not been fully paid for or are rented (whether from Reach Digital Telecoms or a third party). If the Customer fails to do so, then Reach Digital Telecoms may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
17.6.3 any Early Termination Charges or other charges that Reach Digital Telecoms has paid to third parties on behalf of the Customer shall become immediately repayable to Reach Digital Telecoms from the Customer when the Contract terminates prior to the expiry of the Term;
17.6.4 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
17.6.5 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
18. Force Majeure
18.1 For the purposes of this Contract, "Force Majeure Event" means an event beyond the reasonable control of Reach Digital Telecoms including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Reach Digital Telecoms or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Reach Digital Telecoms or subcontractors.
18.2 Reach Digital Telecoms shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
18.3 If the Force Majeure Event prevents Reach Digital Telecoms from providing any of the Services and/or Goods for more than
24 weeks, Reach Digital Telecoms shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
19. General
19.1 Assignment and other dealings.
19.1.1 Reach Digital Telecoms may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
19.1.2 the Customer shall not, without the prior written consent of Reach Digital Telecoms, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
19.2 Notices.
19.2.1 any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first -class post or other next working day delivery service, or by commercial courier, fax or e-mail.
19.2.2 a notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
19.2.3 the provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
19.3 Severance.
19.3.1 if any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
19.3.2 if any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
19.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
19.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
19.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by Reach Digital
19.8 Telecoms.
19.9 Governing law. This agreement and any dispute or claim arising out of or about it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
19.10 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or about this Contract or its subject matter or formation (including non-contractual disputes or claims).