D R Communications Ltd General Terms & Conditions

INTRODUCTION
Your agreement is with D R Communications Ltd company number 5042330, whose registered office is at Fleming Court, Leigh Road, Eastleigh, Hampshire, SO50 9PD (“DRC” or the “Company”, “we”, “us”, “our”), and comprises of these General Terms & Conditions, together with the Customer Order (whether submitted physically or electronically), Airtime Agreement and any relevant Product Terms. To the extent that there is any conflict between 1) the Airtime Agreement, 2) the Customer Order, 3) the Product Terms and 4) these General Terms & Conditions, that shall be the order of precedence together the “Contract”. These Terms & Conditions may be reviewed on a regular basis and may be subject to change at any time, always with the written agreement of both parties, by means of an amendment to the Contract. By entering into the Contract, the Customer confirms that it is contracting as a business customer and not a consumer.

DEFINITIONS

Acceptable Use Policy means DRC’s policy for the use of the services as revised by DRC from time to time, the copy being current as of 1st July 2021 is in Appendix 1 to these General Terms & Conditions
Airtime Agreement refers to the agreement between the Customer and the relevant network provider
Applicable Law means the laws of England and Wales and any other laws and regulations that apply to providing or receiving Goods and/or Services
Authorised Contacts means individuals authorised to act on behalf of the Customer in relation to the Service
Business Day is a day other than a Saturday, Sunday, or UK public holiday
Charges the fees and charges payable to DRC in relation to the Goods and/or Services provided by DRC
Client Review refers to an in-commitment review between DRC and the Customer, which discusses the Customer’s Airtime Agreement and contract with the Company
Customer (“you” or “your” thereafter) means any person, company, firm, body, association or organisation that partakes in services from the Company, as specifically identified on the Order Forms
Customer Order means any order placed by the Customer directly with DRC for the supply of Goods or Services. For the avoidance of doubt, such definition excludes any order placed by the Customer directly with a Provider
Data Protection Legislation the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and any successor legislation to the GDPR or the Data Protection Act 1998
Downward Migrate refers to a change in tariff, by Customer request, which reduces the amount of monthly line rental payable by the Customer
Equipment the equipment detailed on the Order Form or in a Goods Schedule which is intended for use with the services offered by DRC
Funding refers to the amount allocated to the Customer at the absolute discretion of the Company; taking into account any connections, tariffs and the Minimum Term the Customer agrees to under the Airtime Agreement
Funding Account an account recording the Funding available to the Customer pursuant to Clause 6
Funding Recovery Charge the charge payable by the Customer to DRC calculated in accordance with Clause 6.5
Goods refers to any physical product, which for the avoidance of doubt can be some Equipment, supplied, or procured to be supplied, to the Customer by the Company under the Contract
Minimum Term will be the term stated on the Airtime Agreement or Customer Order
Network Services are services that may be provided directly from a network operator
Order Form means the document used and entered into by the parties to record and agree an order for Goods and/or Services by the Customer from the Company
Product Terms any terms specifically related to a specific product
Provider the third-party provider of the Network Services to the Customer as identified on the Order Form
Schedule a document that details planned future ordering activity on a Customer Account
Services will have the meaning given to it in each separate Order Form
Supervisory Authority means any local, national, or multi-national agency, department, official, parliament, public, or statutory person, or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection legislation
Telecommunications Network transmission systems enabling information to be transmitted in analogue or digital form between various different sites by means of electromagnetic or optical signals. Typical examples of telecommunications networks are the telephone landline network, the mobile network, or the internet

1. PROVISION OF SERVICES

1.1. DRC agrees to use reasonable endeavours to provide the Services to the Customer on the terms and conditions of this agreement provided that DRC has accepted the Customer Order.
1.2. The Minimum Term for each Service commences on the date of the initial connection for that Service. This Agreement will continue after the expiry of the Minimum Term unless and until terminated in accordance with Clause 11.
1.3. The Services are supplied subject to all limitations of the Telecommunications Network including the risk of any imposed legislation.
1.4. Where the Customer’s name or if applicable, company registered number on the Order Form is incorrect or incomplete, the Customer agrees that DRC may treat as being the Customer the individual or organisation that paid the initial Charges for the Services.
1.5. The Customer acknowledges and agrees that DRC may facilitate entry into an Airtime Agreement between the Customer and the Network Provider but is not a party to it and has no liability to the Customer in relation to it or any breach of it by the Network Provider. The Network Services shall be left to be supplied by the Network Provider.
1.6. Services provided by DRC shall be deemed to be separate from, and ancillary to the Network Services.
1.7. DRC will provide the Service in all material respects in accordance with the relevant Schedule (if any) and with the care and skill that would reasonably be expected in the circumstances by a respected provider of such telecommunications- and Customer-management-related Service. DRC shall take steps to ensure that the Service is reasonably fault-free and reasonably uninterrupted, but it is not a condition of the Contract, nor does DRC warrant or guarantee, that the Service will be uninterrupted, secure, and error-free.
1.8. You agree that we, any network provider and our hardware suppliers can process your organisation’s information, which we collect or which you submit to us during any sales or registration process, for a number of purposes, including to open and manage an account for you, for security and emergency service support, for credit-checking and fraud prevention, and for product analysis and direct marketing as set out in our Privacy Notice.
1.9. Where we agree to renew your contract during the Minimum Term, unless other agreed with you in writing, the duration of the new Agreement for each individual connection will commence on the day after the expiry of the current Minimum Term on each connection.
1.10. We shall allocate telephone numbers to you which you shall only use to access the Services. We may reallocate or change such numbers as a result of changes in applicable law or instructions from any regulatory authorities, but will exercise all reasonable endeavours to minimise any disruption to you. We may withdraw telephone numbers that have been allocated to you as a result of your failure to comply with this Agreement.
1.11. Once you are connected and activated, we shall use reasonable endeavours to provide you with the Services and ensure the security of your communications at all times. However, due to the nature of communications technology, it is impossible to guarantee a fault-free service and it is always possible that the quality or coverage may be affected at times.
1.12. With regards to mobile services, we shall use reasonable endeavours to give you access to Overseas Networks; however, we shall not be responsible for the performance of Overseas Networks, or any part of the network not controlled by us.
1.13. We may:
1.13.1. Change or withdraw some, or part of the Services from time to time, which, in relation to back-office Services we warranty, shall not impact your Customer experience. This may be because of changing technologies, obsolescence, new or different product features, changing content providers, or the need to remove, replace or modify content; and
1.13.2. Determine or change how Services are presented and delivered to the equipment or are otherwise made available to you.
1.14. Where we provide you with any usage alerts, you accept that these are on a reasonable endeavours basis and that we have no liability should we, for any reason, fail to send or be late in sending you or you fail to receive for any reason such usage alert and you agree you will remain liable for all usage costs incurred whether we alerted you to such usage or not.
1.15. Where you opt in to an international roaming bolt on you accept you are agreeing to opt out of any automatic barring and agree to pay for all roamed usage outside of any bundle allowance.
1.16. Where you opt to take any automatic top up bundle you accept there will be no limit to the number of times the bundle will auto top up and you agree you will be liable for all automatic top up Service Charges.

2. ADDITIONAL CUSTOMER ORDERS

2.1. By agreement with DRC, the Customer may provide DRC with the names, email addresses and telephone numbers of those individuals who are authorised by the Customer to make, and from whom DRC may accept, Customer Orders for additional Network Services, Goods, and Services.
2.2. The Customer may, at any time, and giving not less than 2 Business Days’ written notice, notify DRC of any changes to the individuals authorised under Clause 2. Such notification or withdrawal shall not affect the validity of any action taken by DRC prior to expiry of the relevant notice.

3. GOODS – ORDERING AND DELIVERY

3.1. The Customer is responsible for ensuring that the Goods are correct and appropriate for the Customer’s intended use and requirements.
3.2. DRC shall deliver the Goods to the Shipping Address as detailed on the Order Form.
3.3. Any lead times or dates quoted for delivery are approximate only and time is not of the essence. The Goods may be delivered by DRC in advance of any dates quoted for their delivery.
3.4. Delivery of the Goods shall be completed on the arrival of the Goods at the Shipping Address. The Customer will inspect the Goods once delivered and is under obligation to report any discrepancies between the Goods ordered and the Goods delivered to DRC within 1 Business Day.
3.5. Delays in the delivery of Goods shall not entitle the Customer to:
3.5.1. Refuse to take delivery of the Goods; or
3.5.2. Claim damages; or
3.5.3. Terminate all or part of the Contract.
3.6. Prices for Equipment are at the discretion of the Company, who reserve the right to revise prices, limit quantities, correct errors in its documentation and refuse Customer Orders.
3.7. The Customer acknowledges that such factors may change before a Customer Order is placed but will not affect any Customer Orders already accepted by the Company, unless an error in pricing has been made by the Company.
3.8. If the Company has made an error in the price of Equipment, they will inform the Customer as soon as possible; DRC will ask the Customer whether they wish for the Customer Order to go ahead at the correct price. DRC is not obliged to fulfil a Customer Order that was advertised with an incorrect price.
3.9. DRC shall only fulfil a customer oder requested using a Customer purchase order.
3.10. Mobile SIM cards shall remain the property of DRC and you shall be entitled to use the SIM cards (including any software they contain) provided for use with the Services only.

4. WARRANTIES, REPLACEMENTS AND RETURN OF GOODS

4.1. The Goods, where new, are provided with the benefit of the manufacturer’s warranty. Details of the manufacturer’s warranty are set out on the manufacturer’s website or in the user guide relating to the Goods, including but not limited to a specific warranty period.
4.2. Where Equipment supplied to the Customer is or becomes faulty during the manufacturer’s warranty period and for a reason covered by the manufacturer’s warranty (which excludes the Customer’s acts, omissions, or misuse):
4.2.1. The Customer should report the fault to DRC’s support team on 01256 895895.
4.2.2. The Customer must re-package the faulty Equipment and ensure that such Equipment and all original accessories are returned to DRC at the Customer’s cost and risk by such post shall ensure sufficient insurance to cover the value of the Equipment to DRC, 10 Kingsclere Business Park, Nr Newbury, Berkshire, RG20 4SW (or as otherwise directed by DRC).
4.2.3. DRC shall inspect the Equipment and may return it to the manufacturer. DRC shall at its sole discretion and subject to its inspection, choose to either:
4.2.3.1. provide replacement Equipment subject to Clause 4.3; or
4.2.3.2. refund such sum as DRC reasonably considers to be the market value of the faulty Equipment
4.3. The Customer acknowledges that, where it is determined (either by DRC or the manufacturer) that the fault is not covered by the manufacturer’s warranty, the Customer remains liable for any sums outstanding in respect of such items of Equipment.
4.4. The Customer acknowledges and accepts that it is solely responsible for ensuring the backup of any important or confidential data stored on the Equipment prior to its return to DRC and the Customer agrees that DRC will not be liable if any such data is lost or corrupted during any process detailed in Clause 4.
4.5. Notwithstanding the provisions of Clause 4, no liability will be accepted under any warranty where any Customer invoice is overdue.

5. RISK AND RETENTION OF TITLE

5.1. The risk in the Goods shall pass to the Customer on delivery.
5.2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of the Contract, legal and beneficial title of the Goods shall not pass to the Customer until:
5.2.1. In respect of Goods for which DRC has invoiced the Customer, DRC has received payment in full (in cleared funds) for those Goods; or
5.2.2. In respect of Goods which DRC has provided or paid for (in whole or part) by way of Funding:
5.2.2.1. The Provider has received payment in full (in cleared funds) of all sums due from the Customer under the Airtime Agreement in respect of the Minimum Term; and
5.2.2.2. Where applicable, DRC has received payment in full for any Funding Recovery Charge
5.3. Until title to the Goods has passed to the Customer, the Customer shall:
5.3.1. Keep accurate records of the location or keeper of the Goods;
5.3.2. Maintain the Goods in a satisfactory condition and in accordance with the relevant manufacturer’s warranty;
5.3.3. Keep them insured against all risks for their full replacement value from the date of delivery or, at the Customer’s entire discretion, assume self-insurance for such Goods and values.
5.4. The Customer shall at all times ensure that any parties that seek to assert any right or Claim against the Customer are made fully aware that the Goods are subject to reservation or title by DRC and that the Goods are not the property of the Customer.

6. FUNDING

6.1. In addition to the provisions set out in these General Terms & Conditions, Funding is subject to the terms and conditions set out elsewhere in the Contract, including but not limited to the Order Form.
6.2. Funding accrues to the Customer’s Funding Account in equal quarterly amounts at the end of each completed quarter of the Minimum Term. The Funding amount is available for hardware and services supplied by DRC.
6.3. Notwithstanding Clause 6.2, if DRC allows the Customer to draw down Funding in excess of the amount standing in the Funding account:
6.3.1. The amount and availability date of any such draw down must be agreed in writing;
6.3.2. The Customer’s Funding account will be overdrawn as against the pro-rata entitlement as detailed in Clause 6.2 and the balance of any Funding will only become available when a sufficient number of quarters has passed and the Customer’s Funding account is back in credit.
6.3.3. If the Customer’s Airtime Agreement is terminated in circumstances where the Provider determines that the customer is not required to comply with its payment obligations, the Customer shall repay to DRC any Funding that has been drawn down in excess of the accrued credits.
6.4. DRC reserves the right to withhold payment or release of any Funding should the Customer fall into arrears under the Airtime Agreement, or under any contract between DRC and the Customer.
6.5. The Customer shall pay a Funding Recovery Charge in the following circumstances:
6.5.1. Where the Airtime Agreement is terminated before expiry of the Minimum Term; and
6.5.2. There is an overdrawn balance in the Funding Account.

In the case of 6.5.1 and 6.5.2 the Funding Recovery Charge shall be the sum equal to the amount of the overdrawn balance.

6.5.3. Where a Minimum Spend has been agreed; and
6.5.4. The Customer has failed to achieve the Minimum Spend by the expiry of the Minimum Term or earlier termination of the Airtime Agreement.
In the case of 6.5.3 and 6.5.4 the Funding Recovery Charge shall be the sum equal to the difference between the Minimum Spend and the Actual Spend.

7. CHARGES & PAYMENT

7.1. The Customer will pay and is responsible for the Charges, whether the Service is used by the Customer or someone else. This includes all Charges resulting from unauthorised or fraudulent use. The Customer will not be entitled to any reduction in Charges if it does not use all or any part of the Service.
7.2. Fixed Charges (such as line rental) are invoiced in advance and variable charges (such as usage) are invoiced in arrears.
7.3. DRC shall invoice the Customer on or at any time after acceptance of the Customer Order, delivery of the Goods and / or the provision of Service or as otherwise specified on a particular Order Form.
7.4. All payments shall be due 14 calendar days from the date of invoices.
7.5. The Customer will pay all Charges by direct debit, unless DRC agrees otherwise. In the event that a Customer is unwilling or unable to pay by DRC’s chosen automated means, or such automated means are not set up or fail for any reason before DRC invoices the Customer, an additional administration charge shall be levied for each invoice paid by another method. Administration charges may also be added by DRC for any Direct Debit returned by the bank as unpaid.
7.6. Where third-party debt collection services are used, overdue payments will be subject to additional commission payments levied by the debt collection agency.
7.7. Payment shall be made on or before the due date for payment, as detailed on each invoice.
7.8. All Charges are exclusive of any applicable Value Added Tax, which will be additionally payable at the applicable rate(s).
7.9. Payment should be made up front for all Equipment prior to DRC placing the Customer Order, in full and in cleared funds.
7.10. DRC may credit check the Customer from time to time to determine the credit limit on the Customer’s account. If DRC is not satisfied as to the creditworthiness of the Customer, it may notify the Customer that no further credit will be allowed.
7.11. The Customer is not entitled to change tariff to another tariff with a lower monthly fixed charge during the Minimum Term.
7.12. If the Customer does upgrade or change its tariff before the end of the initial Minimum Term, the Customer acknowledges and agrees that it must extend the agreement by a further Minimum Period.
7.13. Without limiting any other right or remedy to DRC, if the Customer fails to make any payment due to DRC under the Contract by the relevant due date for payment, DRC shall be entitled to:
7.13.1. Cancel any Customer Order or suspend any further provision of Goods and Services to the Customer;
7.13.2. Restrict or suspend the Service as set out in Clause 10;
7.13.3. Suspend payment of any Funding; and
7.13.4. Charge interest on the overdue amount at the rate of the then current Bank of England base rate, plus 3%, accruing on a daily basis from the Due Date until the date of actual payment.
7.14. In the event that the Customer disputes the amount of an invoice:
7.14.1. The Customer shall pay the undisputed portion of the invoice;
7.14.2. The Customer shall notify [email protected] within 10 Business Days of the date of the invoice providing details of:
7.14.2.1. The nature of the dispute;
7.14.2.2. The amount in dispute; and
7.14.2.3. Any evidence to support the undisputed amount.
7.14.3. If DRC can demonstrate that the invoice is correct, DRC shall be entitled to charge interest in accordance with Clause 7.5.3 and;
7.14.4. If DRC determines that the disputed invoice is incorrect DRC shall issue a corrected version of the invoice and either issue a credit note for the difference or, if so agreed between the parties, credit such disputed invoice in full and re-invoice correctly.
7.15. DRC may impose charges in the following circumstances brought about by a Customer request for:
7.15.1. Change to a service configuration such as (but not limited to) change of call routing configuration, upload of new audios and change to Service features;
7.15.2. Transfer of any telephone number to another Provider (minimum charge £50 for up to 5 numbers).
7.16. Due to the nature of roamed usage, this may be invoiced to you several months in arrears and there shall be no time restriction on the invoicing of such usage and standard payment terms shall apply to these Service Charges.

8. CALL LIMIT, DEPOSIT & PART PAYMENT

8.1. DRC may set a limit on the amount of Charges a Customer may incur during each calendar month and/or a maximum number of active connections and / or a bar on SIM cards being used on overseas networks or for making international calls or premium rate calls, which we refer to as a call limit. DRC may agree to increase or remove the call limit after making credit checks. The Customer may be able to go over your call limit, but if this happens you shall be required to pay all charges immediately. DRC reserves the right to refuse to provide Equipment and / or Services to you if in DRC’s opinion it may cause you to exceed your call limit or if the call limit is already exceeded.
8.2. DRC may ask you for a deposit:
8.2.1. When we connect your Service
8.2.2. If you wish to increase or remove your call limit
8.2.3. If you increase how much you use the Service; or
8.2.4. To unblock your Service from contacting international numbers, using overseas networks or making premium rate calls.
8.3. When this Agreement expires or is terminated for whatever reason, DRC will repay any deposit that you have provided to us, less any money you owe. DRC will not pay any interest on any deposit we receive from you.

9. CUSTOMER OBLIGATIONS

9.1. The Customer shall:
9.1.1. Ensure that each Order Form is complete and accurate;
9.1.2. Co-operate with DRC in all matters relating to the Goods and Services
9.1.3. Follow all reasonable instructions from DRC in connection with the Services.;
9.1.4. Provide DRC with such information as DRC may reasonably require to supply the Services and ensure that such information is accurate in all material respects;
9.1.5. Provide the names and contact details of the Authorised Contacts (and agree levels of authority), but DRC may also accept instructions from a person who DRC reasonably believes is acting with the Customer’s authority;
9.1.6. Authorise DRC to act on its behalf in all dealings with third parties in connection with any matter that enables DRC to provide the Customer with Services;
9.1.7. Keep all usernames, passwords, and other security information secure (and change these and comply with other directions as DRC considers necessary for security purposes);
9.1.8. Pay DRC’s charges under this Agreement on or before the due date without set off or deduction.
9.1.9. Ensure insofar as possible that the Goods or Services are not used in any unlawful, improper or damaging manner;
9.1.10. Indemnify and hold harmless DRC against all liabilities, claims, damages, losses, costs, and proceedings howsoever arising from any improper use of the Goods or Services or any other breach of the Agreement; and
9.1.11. Agree that the Company may record calls made to the Company for training purposes and improve the levels of customer service.
9.2. The Customer shall not use the Services in any way which would:
9.2.1. Contravene the Acceptable Use Policy (where applicable).
9.2.2. Compromise the security of the Equipment or other systems, including by introducing viruses or failing to employ appropriate security measures.
9.3. The Customer warrants that SIM cards are only used with our authorisation and the Customer will inform us as soon as practicable after you become aware that a SIM card is lost, stolen or damaged. The Customer shall be liable for any loss or damage suffered by You as a result of unauthorised use of SIM cards (including due to loss or theft) up until the time that you have notified us that such a SIM card is being used without your authorisation. Following such notification, the SIM card will be barred for all usage but we are unable to bar the equipment itself. You will be liable for all costs until such time that you request the bar to be placed.
9.4. In the case of IoT UK SIMs, roaming is not permitted outside of the UK with the Service or any part thereof. If the Customer does roam with the Service, then the following shall apply:
9.4.1. Additional charges may be applicable;
9.4.2. If DRC becomes aware of roaming activity by the Customer, we may notify you that roaming is not permitted and that the roaming activity must cease; and
9.4.3. If there is persistent roaming activity from the Customer, then DRC reserves the right to take action to remedy this breach, including but not limited to, the termination of the Connection, or Service as necessary.

10. LIABILITY

10.1. Without prejudice to Clause 9:
10.1.1. Neither party shall be liable under any circumstances to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
10.1.1.1. Any loss of profits, sales, business or revenue;
10.1.1.2. Loss or corruption of data, information, or software;
10.1.1.3. Loss of Business opportunity;
10.1.1.4. Loss of anticipated savings;
10.1.1.5. Loss or damage to goodwill; or
10.1.1.6. Any indirect or consequential loss; and
10.1.2. DRC’s total liability to the Customer arising in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 200% ofthe amount paid by the Customer to DRC under the Contract as at the date the loss arose.
10.2. DRC shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of DRC’s obligations if the delay or failure was due to any cause beyond DRC’s reasonable control.
10.3. Nothing in these Conditions excludes or limits the liability of a party for:
10.3.1. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
10.3.2. Fraud or fraudulent misrepresentation; or
10.3.3. Any other matter for which it would be unenforceable or invalid to seek to limit or exclude liability.
10.4. To the extent that Goods or Services are provided by a third party:
10.4.1. Notwithstanding the provisions of Clause 4, the Customer acknowledges that it must rely entirely on the guarantees and warranties which may be given by the third-party manufacturer, software or service provider, which DRC will endeavour to pass on to the Customer;
10.4.2. DRC’s liability will be limited to such sums as it recovers from the relevant Provider; and
10.4.3. DRC’s obligations shall be limited to managing the provision of such third-party services and DRC shall not be in breach of Contract to the extent that such breach was caused, or contributed to, by the act or emission of that third party.
10.5. This clause 9 shall survive the termination of the contract.

11. SUSPENSION OF SERVICE

11.1. DRC may restrict or suspend any Service:
11.1.1. For any maintenance, modification, or technical failure of the Network or Service;
11.1.2. To safeguard the security and integrity of the Network;
11.1.3. If we reasonably believe you have provided us with false information about yourself;
11.1.4. We advise you that your excessive use of the Services (as defined in fair usage policies which may be published from time to time) is causing problems for other users, and you are continuing to use the Services excessively;
11.1.5. We believe your Equipment has been lost or stolen;
11.1.6. We reasonably believe you have used the Services for illegal or improper purposes in contravention of our responsible use requirements;
11.1.7. We receive a serious complaint against you which we believe, acting reasonably, to be genuine;
11.1.8. We reasonably suspect you are using a GSM gateway;
11.1.9. For any breach of your obligations under this Contract, including any failure to pay DRC pursuant to any Contract between the Customer and DRC.
11.1.10. If required to do so directly or indirectly by law, the Provider or OFCOM, or any other regulatory body.
11.2. If DRC restricts or suspends the Service pursuant to clause 10.1.3:
11.2.1. The Customer will continue to be liable to pay the Charges for the Service until the Service ends; and
11.2.2. DRC may charge the Customer to start the Service again.

12. TERM AND TERMINATION

12.1. The Contract shall commence on the Effective Date and shall continue until:
12.1.1. It is terminated in accordance with its terms; or
12.1.2. DRC is no longer providing any Services to the Customer and there are no outstanding Customer Orders.
12.2. Following expiry of the Minimum Term, either party can terminate the Contract by giving:
12.2.1. At least 90 days’ Notice in respect of any Service based on ethernet, DIA, EFM or EoFTTC.
12.2.2. At least 30 days’ notice for any other Service.
12.3. Without limiting its other rights or remedies, a party may terminate the Contract with immediate effect by giving Notice to the other party if:
12.3.1. The other party fails to pay any undisputed amount due under the Contract on the due date for payment and remains in default no less than 30 days after being notified in writing to make such payment;
12.3.2. The other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after being notified in writing to do so;
12.3.3. 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 within the meaning of Section 123 of the Insolvency Act 1986;
12.3.4. The other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
12.3.5. The other party’s financial position deteriorates to such an extent that in the first-listed party’s opinion, the second-listed party’s capability to adequately fulfil its obligations under the Contract is placed in jeopardy.
12.4. On termination of all or part of the Contract for any reason:
12.4.1. DRC will issue an invoice for the Customer (the “Closing Invoice”) in respect of;
12.4.1.1. Any Goods and Services supplied but not yet invoiced in full; and
12.4.1.2. Where applicable the Funding Recovery Charge.
12.4.2. The Closing Invoice will be payable by the Customer immediately on receipt.
12.4.3. Any remaining credit balance of Funding to which the Customer is entitled may be applied within 90 days of termination in settlement of sums due at a rate of 70p in the Pound and the rest shall be forfeited;
12.4.4. If you decide to port a mobile telephone number allocated to you by DRC to another mobile network, we shall release your mobile telephone numbers for your nominated mobile network operator to transfer in accordance with OFCOM regulations.
12.4.5. Contracts under 24 months in duration will attract a termination fee.

13. DATA PROTECTION

13.1. The Customer is the Controller for the Personal Data and DRC is the Processor for the Personal Data. The Processor agrees to process the Personal Data only in accordance with Data Protection Legislation.
13.2. The Parties acknowledge that the Processor may process Personal Data on behalf of the Controller during the term of this Agreement.
13.3. To the extent that the Processor processes Personal Data on behalf of the Controller in connection with this Agreement, the Processor shall:
13.3.1. Solely process the Personal Data for the purposes of fulfilling its obligations under this Agreement and in compliance with the Controller’s written instructions as set out in this Agreement and as may be specified from time to time in writing by the Controller.
13.3.2. Notify the Controller immediately if any instructions of the Controller relating to the processing of Personal Data are unlawful.
13.3.3. Assist the Controller in ensuring compliance with the obligations set out in Articles 32 to 36 of the GDPR taking into account the nature of the data processing undertaken by the Processor and the information available to the Processor, including (without limitation):
13.3.3.1. Not engage with any Sub-Processor/Sub-Contractor to carry out any processing of Personal Data without the prior written consent of the Controller (such consent not to be unreasonably withheld), provided that notwithstanding any such consent the Processor shall remain liable for compliance with all of the requirements of this Agreement including in relation to the processing of Personal Data.
13.4. The Processor shall ensure that any persons used by the Processor to process Personal Data are subject to legally binding obligations of confidentiality in relation to the Personal Data and shall ensure that only such persons used by it to provide the Services have undergone training in Data Protection and in the care and handling of Personal Data.
13.5. The Processor shall take appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of or damage to Personal Data taking into account the harm that might result from such unauthorised or unlawful processing, loss, destruction or damage and the nature of the Personal Data to be protected including without limitation, all such measures that may be required to ensure compliance with Article 32 of the GDPR.
13.6. The Processor shall promptly notify the Controller if it receives a request from a Data Subject (Data Subject Access Request) under any Data Protection Legislation in respect of Personal Data.
13.7. The Processor shall provide information and assistance upon request to enable the Controller to notify Data Security Breaches to the Information Commissioner and / or to affected individuals and / or to any other regulators to whom the Controller is required to notify any Data Security Breaches.
13.8. Upon termination of this Agreement, at the choice of the Controller, the Processor shall delete securely or return all Personal Data to the Controller and delete all existing copies of the Personal Data unless and to the extent that the Processor is required to retain copies of the Personal Data in accordance with Applicable Laws in which case the Processor shall notify the controller in writing of the Applicable Laws which require the Personal Data to be retained.
13.9. The Processor shall make available to the Controller all information necessary to demonstrate compliance with the obligations and allow for and contribute to audits, including inspections, conducted by or on behalf of the Controller or by the Information Commissioners Office (ICO) pursuant to Article 58(1) of the GDPR.
13.10. The Processor shall not transfer any Personal Data outside of the European Economic Area unless the following conditions are fulfilled:
a) the Controller or the Processor has provided appropriate safeguards in relation to the transfer;
b) the Data Subject has enforceable rights and effective legal remedies;
c) the Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
d) the Processor complies with reasonable instructions notified to it in advance by the Controller with respect to the processing of the Personal Data.

14. ANTI-BRIBERY

14.1. Each party will comply in all respects to the Bribery Act 2010 and other Applicable Law. Each party will maintain adequate procedures designed to prevent bribery and appropriate anti-bribery and corruption policies and procedures.

15. FORCE MAJEURE

15.1. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform any of its obligations under the Contract if such delay or failure results from a Force Majeure Event. This includes but is not limited to: terrorist attacks, pandemic, riots, fire, explosion, accidental damage, adverse weather conditions, power failures, non-availability of any third-party telecommunications equipment.
15.2. If the period of delay or non-performance continues for 2 months, the party not affected may terminate the Contract immediately by giving notice to the affected party.

16. CONFIDENTIALITY

16.1. Each party undertakes that it shall not at any time during the Contract, and for a period of 5 years after termination of the Contract, disclose to any person any confidential information concerning the business affairs, customers, clients, or suppliers of the other party except as permitted in clause 15.2.
16.2. Each party may disclose the other party’s confidential information:
16.2.1. To its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with clause 14; and
16.2.2. As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17. CHANGES TO THE CONTRACT

17.1. The provisions to this clause are without prejudice to the respective rights of the parties as set out elsewhere in the Contract.
17.2. DRC may amend the Contract (including the Charges) at any time by either:
17.2.1. Publishing the amendment online at www.drcltd.co.uk/terms-and-conditions (or any other online address that DRC advises the customer of); and / or
17.2.2. By giving Notice to the Customer.
17.3. For amendments that cause the Customer material detriment, at least 30 days before the change is to take effect and in the case of other amendments, at least 1 day before the change is to take effect.
17.4. In respect of a Broadband or Telephony Service only, if DRC makes any amendment to the Contract that causes the Customer material detriment, if the Customer chooses to terminate the Contract within:
17.4.1. 60 days of the date of notification if DRC has only published the amendment online under clause 16.2.1; or
17.4.2. 30 days of the date of the Notice if DRC has given the Customer Notice under clause 16.2.2
the Customer will not have to pay any Termination Charges, save that DRC may charge the Customer the full price for any Goods and installation charges which were provided at a reduced charge or no charge.
17.5. DRC may amend the Charges on an annual basis, by introducing an increase to all or any Charges, which shall not be greater than the value of the UK RPI, unless such increase is imposed on DRC by a Provider. For the avoidance of doubt, an increase to the Charges under this clause 17.5 shall not be an amendment to the Contract that causes the Customer material detriment so the provisions of clause 17.4 shall not apply.

18. NOTICES

18.1. DRC shall address all invoices and serve any notices to the Customer pursuant to this Agreement electronically, in writing or by post to the billing address as set out in the Order Form, or any other address provided by the Customer for this purpose.
18.2. It is the Customer’s responsibility to notify DRC of any change in the Customer’s contact details and DRC shall not be liable for any loss, expense, or damage suffered or incurred by the Customer resulting from any failure by the Customer to notify DRC of any change in contact details.

19. GENERAL

19.1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by DRC or its licensors.
19.2. No delay or failure by DRC to exercise any of its rights under these terms and conditions or concession granted shall prevent subsequent enforcement of those rights or constitute an agreement to provide the same concession again.
19.3. No variation of this Agreement or waiver shall be effective unless agreed in writing by DRC.
19.4. DRC shall be entitled to transfer in whole or part any of its rights and obligations to any company within DRC’s Group at any time.
19.5. The Customer may transfer in whole or part any of its rights and obligations under this Agreement to any other person or company, provided that it has obtained DRC’s prior written consent to such transfer and has satisfied any reasonable conditions imposed by DRC (including credit vetting of the entity to whom the Customer intends to transfer its rights and obligations).