GENERAL TERMS AND CONDITIONS FOR DDA SERVICES

The Service is provided by DDA Services, (“DDA”) (Company registration no. 6314014). These general terms and conditions (“Terms and Conditions”) are binding on all Customers to DDA.  The Customer is obliged to make him/herself fully aware of the Terms and Conditions stated herein and which constitute a contract (“Contract”) between DDA Services and each Customer for provision of the Products and Services and the acceptance by the Customer of all applicable charges, methods of payment, obligations and delivery of such Products and Services. Copies of these Terms and Conditions are available upon written request to DDA Services, Unit B Batford Mill, Lower Luton Road, Harpenden, Herts, AL5 5BZ.

1.         DEFINITIONS

In these Terms and Conditions the following terms shall have the following meanings, unless the context otherwise requires:

“Charges” means all charges payable by the Customer, [either up front or on a monthly basis,] for the Service provided by DDA from time to time;

“Commencement Date” the date of the Contract entered into between DDA and the Customer;

”Confirmation” means a written notification confirming the specific Products and Services, payment and location details agreed with the Customer;

“Contract” means these Terms and Conditions and acceptance and purchase by the Customer of the Products and Services offered by DDA;

“Customer” means you the Customer, details of whom are advised to DDA in order to provide the Service;

“General Terms and Conditions for Service” means the terms and conditions as defined herein;

“Indirect Loss” includes, without limitation, loss of profit, revenue, business, goodwill or anticipated savings, or any indirect, special or consequential damages;

“Installation” means the standard installation of the Products at the Site and in accordance with the required specification of the Customer;

“Installation Date” means the Date on which the Installation of the Products at the Site is to take place;

“Installation Charge” means the charge payable by the Customer for the installation of the Products;

“Intellectual Property Rights” means any and all rights of intellectual and/or industrial property including but not limited to patents, trade names, trademarks, copyrights, design rights, database rights, know how and rights in confidential information, any rights to software and/or licences with respect to such rights;

“Payment Terms” means the payment terms as advised by DDA;

“Products” means any DDA products and services, possibly including, but not limited to a range of the following: the installation of fixed counter hearing induction loops, or portable access ramps, or easy drop down counters; and the provision of a customer care pack, or a comprehensive signage pack, or portable hearing induction loops, or optional insurance cover;

 “Service/s” means the Products or services provided by DDA to the Customer under the Contract, including the Installation of the Products, where applicable;

“Site” means the Customer’s address or any other agreed installation location advised by that Customer at time of purchase of the Service;

“Term” means the term of the whole Contract or any continuing part of it.

2.         GENERAL PROVISIONS

2.1               DDA shall sell and the Customer shall purchase the Products and Services in accordance with DDA’s written quotation (if accepted by the Customer), subject to these Terms, which shall govern the Contract to the exclusion of any other terms.

2.2               Variations to any Contract shall only be effective if they have been expressly agreed in writing by properly authorised representatives of DDA and the Customer and shall only apply to the Contract(s) identified in any such variation.

2.3               DDA’s personnel are not authorised to make any representation concerning the Products or Services unless confirmed in writing by a properly authorised representative of DDA.

2.4               The Contract sets forth the entire agreement between DDA and the Customer and supersedes any and all prior written and verbal arrangements, declarations and/or statements of the parties.

2.6        Nothing in the Contract shall exclude any liability for fraudulent misrepresentation.

3.         CONTRACT FORMATION

3.1               A Contract shall only have been formed and become binding on DDA and the Customer when DDA has accepted the payment for the Products or Services.

3.2        The Contract(s) shall come into force on the Commencement Date.

4.         CHARGES

4.1               The Customer undertakes to pay all Charges in accordance with the Payment Terms as agreed with DDA. The price of the Products and Services shall be DDA’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in DDA’s published price list current at the date of acceptance of the order.

4.2               All Charges payable by the Customer are quoted inclusive of any VAT or other tax or duty.

4.3               The contents of any price lists, brochures and other data published by DDA, are stated as accurately as possible. The relevant data shall only be binding upon DDA if DDA has expressly stated this in writing.

4.4               All offers are made under the assumption that DDA is able to perform the Contract under normal circumstances and during normal working days and hours and that the Customer meets its obligations under the Contract and the Terms and Conditions.

4.5               All Charges due by the Customer under the Contract shall be paid in full without set-off, counter-claim or other deduction within the time periods as stated in the Payment Terms.

4.6               DDA shall be entitled to withhold performance of its obligations to make available the Products and Services, unless and until DDA has received payment of all Charges owed by the Customer from time to time.

4.7               All payments due under the Contract(s) shall be made by credit or debit card or any other nominated means in agreement with DDA, from the Customer’s nominated bank account.

4.8               In the event that the Customer fails to make any payment of the Charges on the respective due dates, DDA reserves the right to;

4.8.1          Give the Customer no less than 7 days notice of DDA’s intention to cancel or suspend any further performance of the Service;

4.8.2          Charge the Customer interest on the amount outstanding at the rate of 4% above Barclay Bank’s base rate (calculated at a daily rate) from the date the payment became due until actual payment is made (irrespective of whether the date of payment is before or after any judgement or award in respect of the same), without prejudice to DDA’s right to full damages on the basis of the law; and/or

4.8.3          Terminate the Contract without any notice of default being required.

4.9               All the costs of collection of the amount(s) due from the Customer, all the judicial and the extra-judicial costs including any fees charged by external experts in addition to the costs assessed in court relating to the collection of this claim or other enforcement of rights, shall be payable by the Customer in addition to the outstanding Charges and accrued interest.

4.10            The Customer shall not be entitled to set off against the Charges any sum owed by DDA to the Customer whether under the Contract or otherwise.

5.         DELIVERY

5.1               Any time or schedule for delivery stated by DDA is an estimate provided to the best of its knowledge.

5.2               DDA shall not be in default if the time is not met. If there is any delay, the time for delivery shall be extended accordingly. DDA shall communicate this to the Customer immediately after having learned of the delay.

5.3               DDA shall not be liable for any damage whatsoever suffered by the Customer or a third party as a result of a late or incomplete delivery. The Customer shall not terminate the Contract on any ground solely on the basis of the late or incomplete delivery.

6.         FORCE MAJEURE

6.1        Neither party shall be considered to be in breach or be liable for any damage suffered by the other party, by reason of any failure to perform any obligation hereunder if and for so long as such failure is the result of an event of “Force Majeure”. The respective obligations of both parties shall be suspended for such time as such an event shall prevent either party from performing its obligations.

6.2        Force Majeure is the occurrence of any contingency beyond the reasonable control of either party or its suppliers, including, but not limited to, war (whether a declaration thereof is made or not), sabotage, insurrection, rebellion, riot or other act of civil disobedience, act of a public enemy, act of any government or agency or subdivision thereof, judicial action, general strikes, fire, accident, explosion, epidemic, quarantine, restrictions, storm, flood, earthquake, adverse weather conditions or other Acts of God, unless such occurrence is caused by a parties’ negligent act or omission.

6.3        If the Force Majeure in question prevails for a continuous period in excess of [three] months, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable, including either party’s right to terminate the Contract.

7.         CUSTOMER OBLIGATIONS

7.1       To facilitate provision of the Service by DDA, the Customer shall:

7.1.1     use reasonable endeavours to cooperate with DDA or its authorised representatives in performing its obligations under the Terms & Conditions stated herein.

7.1.2     use reasonable endeavours to ensure that the Customer’s equipment meets the specifications and requirements advised by DDA and shall not otherwise effect provision of the Products and Services.

7.2       DDA shall be excused from performing its obligations stated herein to the extent that its failure to perform is due to the Customer not fulfilling any or all the obligations stated in clause 7.1 or elsewhere defined or implied in these Terms & Conditions. Any delays or return visits or other incurred expenses which DDA make or expend which result from failure of the Customer to fulfil any or all obligations may, at the discretion of and advised by DDA, be charged to the Customer.

8.         LIABILITIES AND INDEMNITIES

8.1        DDA shall not be liable under the Contract for any fault in the Customer’s equipment.

8.2        DDA shall not be liable under the Contract for any failure to provide the Customer for the Service caused by events outside of DDA’s reasonable control.

8.3        The liability of DDA with respect to the provision or termination of the DDA Products and Services or any other Services or facilities offered by DDA under the Contract shall not exceed an amount equal to the total amount paid by the Customer.

8.4        The Customer agrees to fully indemnify and keep indemnified and hold harmless DDA and its officers, directors, employees and agents harmless from and against any and all claims, losses, damages, liabilities, costs and expenses of whatsoever nature, relating to or arising out of the Customer’s negligence, default or breach of or failure to perform the provisions of the Contract and/or any claim or assertion of right by any third party.

8.5        In no event shall either party or its officers, directors, employees and agents be liable to the other party for any Indirect Loss including, without limitation, loss of profits, loss of Customers or goodwill arising in any manner from the Contract and the performance or non-performance thereof.

8.6        The limitations on liability contained in the Contract shall not apply to cases of death or personal injury, wilful misconduct or gross negligence.

9.         TERM AND TERMINATION

9.1               The Contract shall commence on the Commencement Date, when payment details should be provided by the Customer and accepted by DDA.

9.2               The Customer has 7 days from the date of the contract, or up until 24 hours prior to the agreed installation date whichever is the sooner, to cancel the DDA Service. The Customer will be notified of the installation date.

9.3               Any notice of termination shall be in writing and shall be sent by post or fax to DDA’s registered office address shown on page 1 of these Terms and Conditions.

9.4               [The Customer agrees to notify DDA immediately, in writing, of any changes to the payment method agreed with DDA likely to affect payments from being made including bank account closure and/or credit card cancellation (for whatever reason) and agrees to make all reasonable efforts to arrange immediate alternative payment of the Charges to DDA.]

10.        MISCELLANEOUS

10.1            In the event that any provision of the Contract shall be held to be invalid, inapplicable or unenforceable by any court or administrative body of competent jurisdiction such provision shall be replaced by a valid or enforceable provision which most closely reflects the intention of the parties and the remaining provisions of the Contract shall remain in full force.

10.2            No relaxation, delay, failure or indulgence by either party in enforcing any right under the Contract shall be deemed to be a waiver thereof nor shall any single or partial exercise by it of any right preclude any further exercise thereof or of any other right.

10.3            The parties shall not assign, sublease or otherwise allow any third party to directly or indirectly exercise its rights, in whole or in part, under the Contract, except that DDA may assign the Contract to any company, firm or person, so long as it does not affect the Customer’s rights under the Contract.

10.4            The Contract including any Schedules sets out the entire agreement and understanding between the parties and there are no other agreements, written or oral. The Contract supersedes all other prior understandings, agreements, representations or communications between the parties and the Customer declares that it has not relied on any representation except as expressly set out herein.

10.5            No provision of the Contract may be amended, waived, discharged or terminated, nor may any breach thereof be waived except (in each case) with the express written agreement of the parties hereto. The Contract shall, where necessary, be amended to reflect the changes of the English Laws or any regulatory framework governing the Contract.

10.6            Any provisions hereof insofar as they relate to matters or acts to be completed or done or complied with following the termination or other expiry hereof shall, notwithstanding such termination or expiry, survive the same and shall be deemed continued until such time as all such acts, matters and things have been fulfilled to the satisfaction of the other party.

10.7            A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from the Act.

10.8            The Contract shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.