General terms and conditions

Ryland Communications Ltd – Business Terms

The Customer's attention is particularly drawn to the provisions of clauses 3.2, 3.8, 4.3, 4.5.2, 5.3.5, 6, 8.6.3, 11.1.14, 15 and 17.4.

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

"Broadband Connectivity Services" the supply of broadband or other internet services and/or data cabling (excluding dedicated fibre leased lines), 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.

"Business Hours" the period from 8.00 am to 6.00 pm on a Business Day.

"Cancellation Charges" the cancellation charges as set out in clause 16.3.

"CEDR" Centre for Effective Dispute Resolution.

"Charges" the charges payable by the Customer to Ryland Communications for the Hardware and/or Services under the terms of the Contract, including Installation Charges, Connection Charges, Rental Charges, and call and usage charges.

"Commencement Date" the estimated date on which each of the Services will start, as set out in the Order and described as the “connection date” or “live date”.

"Competent Body" has the meaning given in clause 17.3.4.

"Conditions" these terms and conditions as amended from time to time in accordance with clause 23.8.

"Connection Charges" the charges for the connection and/or activation of each of the Services (if any), as set out in the Order.

"Connectivity Services" means Broadband Connectivity Services and/or Leased Line Connectivity Services.

"Contract" the contract between Ryland Communications and the Customer for the supply by Ryland Communications of the Hardware and/or Services in accordance with these Conditions.

"Customer" the person or firm who purchases Hardware and/or Services from Ryland Communications.

"Customer Default" has the meaning given in clause 17.3.

"Extended Term" has the meaning given in clause 16.1.

"Fixed Voice Services" services enabling the transmission of telephone calls over the public switchboard telephony network, as set out in the Order.

"Force Majeure Event" has the meaning given to it in clause 20.

"Hardware" the hardware and equipment (or any part of them) set out in the Order.

"Initial Term" the initial term of the Services, as follows:

(a) in the case of Leased Line Connectivity Services, a period of thirty-six months;

(b) in the case of Broadband Connectivity Services, a period of twelve months;

(c) in the case of Fixed Voice Services, a period of twelve months;

(d) in the case of VoIP Services, a period of thirty-six months;

(e) in the case of Managed Services, a period of twelve months;

(f) in the case of Mobile Services, a period of twelve months; and

(g) in the case of any other Services (excluding Installation Services or adhoc Services), the initial period set out in the Order,

or such other initial term set out in the Order, in each case from the Commencement Date.

"Installation Charges" the charges for the Installation Services, as set out in the Order.

"Installation Date(s)" the estimated date(s) on which the Installation Services will be carried out.

"Installation Services" the installation services set out in the Order.

"Intellectual Property Rights" patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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.

"Leased Line Connectivity Services" the supply of a dedicated fibre leased line(s) and any data cabling required by the Customer to enable it to make use of the leased line(s) (excluding all other broadband and/or connectivity services), as set out in the Order.

"Liability" means every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

"Managed Services" the management of hardware and IT on behalf of the Customer by Ryland Communications including managed router/firewall, managed Wi-Fi, domain hosting and the provision of anti-virus software.

"Mediation Notice" has the meaning given in clause 21.5.

"Mobile Services" services enabling the transmission of voice calls, data and messaging over a cellular network, as set out in the Order.

"Notice Period" the notice period to terminate the supply of Services, as follows:

(a) in the case of Leased Line Connectivity Services, a period of three months;

(b) in the case of Broadband Connectivity Services, a period of one month;

(c) in the case of Fixed Voice Services, a period of one month;

(d) in the case of VoIP Services, a period of one month;

(e) in the case of Managed Services, a period of one month;

(f) in the case of Mobile Services, a period of one month; and

(g) in the case of any other Services (excluding Installation Services or adhoc services), the notice period set out in the Order,

or such other notice period set out in the Order.

"Order" the Customer's order for the supply of Hardware and/or Services, as set out in the Customer's purchase order form or the Customer's written acceptance of Ryland Communications' quotation, as the case may be.

"Rental Charges" the charges for line rental, hosting and other monthly charges payable by the Customer to Ryland Communications, as set out in the Order, excluding call and usage charges.

"Ryland Communications" Ryland Communications Ltd, a private company limited by shares incorporated and registered in England and Wales with company number 04760438 whose registered office is at 1 Beaufort House, Beaufort Court, Sir Thomas Longley Road, Medway City Estate, Rochester, Kent, ME2 4FB.

"Ryland Communications’ Materials" has the meaning given in clause 11.1.11.

"Services" the services supplied by Ryland Communications to the Customer as set out in the Order (including, where applicable, the provision of Software), and such other services agreed in writing between Ryland Communications and the Customer from time to time (each a Service).

"Service Specification" the description or specification for the Services set out in the Order or otherwise provided in writing by Ryland Communications and agreed by the Customer.

"Site" the location(s) at which the Services will be provided, as set out in the Order.

"Software" the software licensed by Ryland Communications to the Customer in connection with the provision of the Services, as set out in the Order.

"Term" the term of each Service, comprising the Initial Term and the Extended Term.

"VoIP Services" services enabling the transmission of voice calls over the internet, as set out in the Order.

1.2 Interpretation:

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

A reference to a party includes its successors and permitted assigns.

A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

A reference to writing or written includes email.

2. Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase the Hardware and/or Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when Ryland Communications issues written acceptance of the Order, at which point and on which date the Contract shall come into existence. The Contract shall, unless terminated earlier in accordance with clause 17, continue until termination or expiry of the last remaining Service.

2.3 The acceptance by Ryland Communications of each Order shall, unless otherwise determined by Ryland Communications, constitute a separate Contract.

2.4 Any samples, drawings, descriptive matter or advertising issued by Ryland Communications and any descriptions of the Hardware, or illustrations or descriptions of the Services, contained on Ryland Communications' website or other marketing materials produced by Ryland Communications are published or issued for the sole purpose of giving an approximate idea of the Hardware and Services described in them. They shall not form part of the Contract nor 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 law, trade custom, practice or course of dealing.

2.6 The Customer shall ensure that the terms of any Order are complete and accurate, and immediately notify Ryland Communications of any changes or inaccuracies.

2.7 Any quotation given by Ryland Communications shall not constitute an offer, and is only valid for a period of twenty Business Days from its date of issue.

2.8 All of these Conditions shall apply to the supply of both Hardware and Services except where application to one or the other is specified.

2.9 If there is any inconsistency between the terms of the Order and these Conditions, the Order shall prevail.

2.10 The Customer warrants to Ryland Communications that it is entering into the Contract in the course of business and not as a consumer.

3. Hardware

3.1 Ryland Communications shall use reasonable endeavours to deliver the Hardware to the Site or such other location agreed between Ryland Communications and the Customer on or before the earlier of (i) the Installation Date and (ii) the Commencement Date, or as soon as reasonably practicable after the Commencement Date.

3.2 Any dates quoted for delivery of the Hardware are approximate only, and the time of delivery is not of the essence. Ryland Communications shall not be liable for any delay in delivery of, or failure to deliver, the Hardware that is caused by a Force Majeure Event or the Customer's failure to provide Ryland Communications with adequate delivery instructions or any other instructions that are relevant to the supply of the Hardware, or make someone available at the Site or other delivery location, if required. Ryland Communications’ Liability for any failure to deliver the Hardware shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Hardware of similar description and quality in the cheapest market available, less the price of the Hardware.

3.3 Ryland Communications reserves the right to substitute the Hardware:

3.3.1 at any time prior to delivery providing there is no material difference in functionality between the original Hardware and substituted Hardware; or

3.3.2 at any time during the Term if required by any applicable statutory or regulatory requirement, and

Ryland Communications shall notify the Customer in any such event.

3.4 Delivery of the Hardware shall be completed on the completion of the unloading of the Hardware at the Site or such other location agreed between Ryland Communications and the Customer (whether or not signed for by the Customer’s Representative).

3.5 Risk in the Hardware shall pass to the Customer on completion of delivery at the Site, or such other location set out in the Order or agreed between Ryland Communications and the Customer.

3.6 Title to the Hardware shall not pass to the Customer until Ryland Communications receives payment in full (in cash or cleared funds) for the Hardware and any other hardware or equipment that Ryland Communications has supplied to the Customer in respect of which payment has become due, in which case title to the Hardware shall pass at the time of payment of all such sums.

3.7 Until title to the Hardware has passed to the Customer, the Customer shall:

3.7.1 not remove, deface or obscure any identifying mark or packaging on or relating to the Hardware so that they remain readily identifiable as Ryland Communications' property or the property belonging to any third party engaged by Ryland Communications;

3.7.2 maintain the Hardware in satisfactory condition and keep them insured against all risks at the Site or such other location agreed with Ryland Communications in writing;

3.7.3 not reconfigure, reverse engineer, tamper with, or in any way modify the Hardware;

3.7.4 not lease, charge or otherwise encumber the Hardware;

3.7.5 notify Ryland Communications immediately if it becomes subject to any of the events listed in clauses 17.1.5, 17.1.6 or 17.2; and

3.7.6 give Ryland Communications such information as Ryland Communications may reasonably require from time to time relating to:

(a) the Hardware; and/or

(b) the ongoing financial position of the Customer.

3.8 The Customer accepts that Ryland Communications shall have no Liability to the Customer in respect of any faulty or defective Hardware, and the Customer’s sole remedy shall be to seek redress under any warranty provided by the manufacturer of the Hardware. Ryland Communications shall use reasonable endeavours to pass the benefit of any warranty onto the Customer.

3.9 At any time before title to the Hardware passes to the Customer, Ryland Communications may require the Customer to deliver up all Hardware in its possession and if the Customer fails to do so promptly, enter the Site or any other premises of the Customer or of any third party where the Hardware is stored in order to recover it.

4. Supply of Services

4.1 Ryland Communications shall use reasonable endeavours to supply the Services to the Customer in accordance with the Service Specification in all material respects.

4.2 Ryland Communications shall use reasonable endeavours to commence the Installation Services on the Installation Date(s) and complete the Installation Services with reasonable care and skill on or before the Commencement Date, but any such date(s) shall be an estimate only and time shall not be of the essence.

4.3 Any Installation Charges are subject to survey and Ryland Communications reserves the right to review the Installation Charges in the event it becomes apparent at any time before the commencement of the supply of, or during the supply of, the Installation Services that additional work is required in order to complete the Installation Services. In the event the Customer does not accept any revision of the Installation Charges for the Installation Services, Ryland Communications reserves the right to terminate the Contract and its Liability to the Customer shall be limited to making good any damage caused by Ryland Communications or its employees, agents, consultants and subcontractors to the Site. The Customer shall be liable to pay the Installation Charges set out in the Order.

4.4 Ryland Communications reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Ryland Communications shall notify the Customer in any such event.

4.5 The Customer acknowledges and accepts that:

4.5.1 Ryland Communications does not provide any warranty, guarantee or advice in relation to the availability or suitability of the Services for the Customer and/or the Customer’s requirements, and/or the compatibility of the Hardware and Services with the Customer’s systems. Although Ryland Communications may make suggestions, the Customer is solely responsible for ensuring that the Services are suitable for the Customer’s requirements and the Hardware and Services are compatible with the Customer’s systems;

4.5.2 due to the nature of the Services, Ryland Communications does not provide any warranty or guarantee that the Services will be supplied without interruption, fault or error and shall have no Liability to the Customer for any loss in the event of the Services suffering from interruption, fault or error; and

4.5.3 the Customer shall be responsible for reporting any interruption, fault or error to Ryland Communications. Ryland Communications shall use reasonable endeavours to investigate, report and/or remedy any interruption, fault or error:

(a) as soon as reasonably possible within Business Hours and; or

(b) in the event a report is made outside of Business Hours, as soon as reasonably possible after Business Hours resume,

and in any event within three Business Days, unless Ryland Communications has agreed to provide support to the Customer outside of Business Hours, in which case Ryland Communications shall use reasonable endeavours to investigate, report and/or remedy any interruption, fault or error as soon as reasonably possible after a report has been made by the Customer.

4.6 Moving Premises

4.6.1 In the event the Customer moves from the Site to a new premises, the Customer shall give Ryland Communications not less than thirty Business Days’ notice before the moving date.

4.6.2 Ryland Communications shall use reasonable endeavours to transfer the Services to the new premises but the Customer acknowledges and accepts that the transfer of the Services shall be subject to survey and the availability of the Services at the new premises.

4.6.3 If it is possible to transfer the Services to the new premises, the Customer shall be responsible for paying the Connection Charges and all other charges and expenses incurred by Ryland Communications in connection with the transfer of the Services, which will be notified by Ryland Communications to the Customer in advance where possible.

4.6.4 If it is not possible to transfer the Services to the new premises then, upon receipt of such evidence of the change of address required by Ryland Communications, Ryland Communications may terminate the affected Services and the Customer shall pay the Cancellation Charges and comply with its obligations in clause 18.1.2.

5. Connectivity Services

5.1 If the Services comprise Connectivity Services, the provisions of this clause 5 shall also apply to the Contract. In the event of inconsistency between this clause 5 and the other Conditions, this clause 5 shall prevail.

5.2 If the Hardware comprises a router(s) which is provided to the Customer as part of the Connectivity Services:

5.2.1 the Customer shall only be permitted to use such Hardware to access the Connectivity Services and must maintain and use such Hardware in accordance with any instructions given by the manufacturer, Ryland Communications and/or Ryland Communications’ third party supplier;

5.2.2 the router will be configured to provide an internet connection to the Site. If the Customer requests or requires an alternative router configuration and/or support to enable the Customer to use the router with its IT system (including its local area network), Ryland Communications shall use reasonable endeavours to provide an alternative configuration and/or support, but reserves the right to charge the Customer an additional fee for providing such assistance;

5.2.3 unless otherwise agreed in writing between Ryland Communications and the Customer, such Hardware shall remain the property of Ryland Communications or Ryland Communications’ third party internet service provider and the Customer shall store and maintain such Hardware at its own risk;

5.2.4 the Customer shall not (and shall not permit any other person to) reconfigure, reverse engineer, tamper with, or in any way modify such Hardware without the prior written consent of Ryland Communications;

5.2.5 the Customer shall (and shall procure that any relevant third party shall) comply with its obligations in clause 3.7 and promptly return the relevant Hardware to Ryland Communications or its nominated third party internet service provider at the Customer’s own cost at the end of the Term. If the Customer fails to return the Hardware or the Hardware is returned damaged or not in good working order (fair wear and tear excepted), Ryland Communications reserves the right to charge the Customer for such Hardware based on Ryland Communications’ or the third party internet service provider’s price list at the end of the Term.

5.3 The Customer acknowledges and accepts that:

5.3.1 Ryland Communications shall be responsible for providing an internet connection to the Site;

5.3.2 the Customer is responsible for ensuring that its IT system (including its local area network) is compatible and configured to make use of the Connectivity Services;

5.3.3 the actual speed and performance of the Connectivity Services will be dependent upon a number of factors outside of Ryland Communications’ control including usage and the Customer’s IT systems, and, as such, Ryland does not provide any warranty or guarantee that the advertised transmission speeds will be obtained;

5.3.4 the Customer is responsible for ensuring that the Connectivity Services are secure and shall be responsible for the purchase and implementation of appropriate security measures including firewalls and anti-virus software; and

5.3.5 Ryland Communications does not provide any warranty or guarantee that the Connectivity Services will be secure, and shall have no Liability to the Customer for any loss in the event of the Connectivity Services being compromised or otherwise unsecure.

5.4 Ryland Communications may monitor the Customer’s usage of the Connectivity Services and if the Customer’s use of bandwidth is, in Ryland Communications’ opinion, frequently excessive, Ryland Communications may recommend a suitable change to the Connectivity Services. If the Customer does not agree to the recommended change, Ryland Communications reserves the right to restrict, suspend or terminate the Connectivity Services without any Liability to the Customer.

6. Leased Line Connectivity Services

6.1 In the case of Leased Line Connectivity Services only,  Ryland Communications shall provide support services to the Customer for the duration of the Term and, subject to clause 6.2, the following service levels shall apply:

6.2 Ryland Communications shall have no liability to the Customer for any delay or failure to meet the service levels set out in clause 6.1 if:

6.2.1 the Customer is in breach of any term of the Contract (including any failure of delay by the Customer to pay any sum due under the Contract or comply with any of its obligations under the Contract);

6.2.2 the fault is due to the Customer’s network or equipment, or a third party’s network or equipment, or any act or omission of the Customer or any third party;

6.2.3 the fault is due to a Force Majeure Event or some other matter which, in Ryland Communications’ sole opinion, is outside of Ryland Communications’ direct control (including any interruption or failure of a utility service or agency); or

6.2.4 the fault is due to planned maintenance or emergency maintenance.

7. Fixed Voice Services

7.1 If the Services comprise Fixed Voice Services, the provisions of this clause 7 shall also apply to the Contract. In the event of inconsistency between this clause 7 and the other Conditions, this clause 7 shall prevail.

7.2 Ryland Communications shall comply with Ofcom General Condition 24 (a copy of which is available via https://www.ofcom.org.uk/__data/assets/pdf_file/0017/34091/statement.pdf) in all matters relating to the supply of Fixed Voice Services.

7.3 The Customer acknowledges and accepts that it does not own any telephone number(s) allocated to it. Ryland Communications reserves the right to withdraw or change any such telephone numbers by giving reasonable notice in writing to the Customer.

7.4 Porting a number from another telecommunications service provider will be subject to the relevant third party approving and processing a number porting request, and Ryland Communications having a porting agreement with the telecommunications service provider. Ryland Communications will use reasonable endeavours to port the existing telephone number(s) from the relevant telecommunications service provider(s) and reserves the right to charge to the Customer an administration charge for this Service.

7.5 Ryland Communications will not process a number porting request to port a number to another telecommunications service provider unless and until all Charges payable by the Customer under the Contract have been paid in full. Ryland Communications will use reasonable endeavours to port the existing telephone number(s) to the relevant telecommunications service provider(s) and reserves the right to charge to the Customer an administration charge for this Service.

8. VoIP Services

8.1 If the Services comprise VoIP Services, the provisions of this clause 8 shall also apply to the Contract. In the event of inconsistency between this clause 8 and the other Conditions, this clause 8 shall prevail.

8.2 The Customer acknowledges and accepts that it does not own any telephone number(s) allocated to it. Ryland Communications reserves the right to withdraw or change any such telephone numbers by giving reasonable notice in writing to the Customer.

8.3 The Customer acknowledges and accepts that it may not be possible to port a number to or from another telecommunications service provider for use with the VoIP Services.

8.4 Porting a number from another telecommunications service provider will be subject to the relevant provider approving and processing a number porting request, and Ryland Communications having a porting agreement with the telecommunications service provider. Ryland Communications will use reasonable endeavours to port the existing telephone number(s) from the relevant telecommunications service provider(s) and reserves the right to charge to the Customer an administration charge for this Service.

8.5 Ryland Communications will not process a number porting request to port a number to another provider unless and until all Charges payable by the Customer under the Contract have been paid in full. Ryland Communications will use reasonable endeavours to port the existing telephone number(s) to the relevant telecommunications service provider(s) and reserves the right to charge to the Customer an administration charge for this Service.

8.6 The Customer acknowledges and accepts that:

8.6.1 the performance of the VoIP Services will be dependent upon a number of factors outside of Ryland Communications’ control including, without limitation, the Customer’s network and IT systems and usage, and, as such, Ryland does not provide any warranty or guarantee in relation to the availability or performance of the VoIP Services;

8.6.2 it is responsible for ensuring that its network and/or the internet service over which the VoIP Services are transmitted is secure and shall be responsible for purchasing and implementing appropriate security measures including firewalls and anti-virus software; and

8.6.3 Ryland Communications shall have no Liability to the Customer for any loss in the event the Customer’s network and/or internet service are compromised or otherwise unsecure.

9. Mobile Services

9.1 If the Services comprise Mobile Services, the provisions of this clause 9 shall also apply to the Contract. In the event of inconsistency between this clause 9 and the other Conditions, this clause 9 shall prevail.

9.2 The Customer acknowledges and accepts that it does not own any telephone number(s) allocated to it. Ryland Communications reserves the right to withdraw or change any such telephone numbers by giving reasonable notice in writing to the Customer.

9.3 The Customer acknowledges and accepts that the performance of the Mobile Services will be dependent upon a number of factors outside of Ryland Communications’ control including network availability and network usage and, as such, Ryland does not provide any warranty or guarantee in relation to the availability or performance of the Mobile Services.

9.4 Porting a number from another telecommunications service provider will be subject to the relevant provider approving and processing a number porting request, and Ryland Communications having a porting agreement with the telecommunications service provider. Ryland Communications will use reasonable endeavours to port the existing telephone number(s) from the relevant telecommunications service provider(s) and reserves the right to charge to the Customer an administration charge for this Service.

9.5 Ryland Communications will not process a number porting request to port a number to another provider unless and until all Charges payable by the Customer under the Contract have been paid in full. Ryland Communications will use reasonable endeavours to port the existing telephone number(s) to the relevant telecommunications service provider(s) and reserves the right to charge to the Customer an administration charge for this Service.

10. Software

10.1 Ryland Communications grants to the Customer a non-exclusive licence for the Term of the relevant Services to use the Software provided by Ryland Communications in the ordinary course of the Customer’s business.

10.2 In relation to scope of use:

10.2.1 the Customer shall:

(a) ensure that the number of persons using the Software does not exceed any maximum number of persons specified in the Order;

(b) (if specified in the Order) ensure that the Software is only installed on designated equipment;

(c) ensure that the Software is only installed on equipment owned or leased by the Customer;

(d) promptly notify Ryland Communications as soon as it becomes aware of any unauthorised use of the Software by any person;

(e) keep a complete and accurate record of the Customer’s copying, installation and use of the Software;

10.2.2 the Customer may make as many backup copies as may be necessary for its lawful use;

10.2.3 save as expressly provided in clause 10, the Customer shall have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble or modify the Software in whole or in part except with the prior written consent of Ryland Communications;

10.2.4 the Customer shall not:

(a) sub-license, assign or transfer the rights granted by this clause 10 in whole or in part; or

(b) allow the Software to become the subject of any charge, lien or encumbrance,

without the prior written consent of Ryland Communications.

10.3 In addition to the terms of clause 10, use of the Software is also subject to the terms imposed by Ryland Communications’ third party supplier/developer (if any), a copy of which, if applicable, have been provided by Ryland Communications to the Customer. Ryland Communications may treat the Customer’s breach of any additional terms imposed by a third party supplier/developer as a breach of the Contract.

11. Customer's obligations

11.1 The Customer shall, and shall procure that its employees, agents, consultants and subcontractors shall:

11.1.1 co-operate with Ryland Communications in all matters relating to the Services;

11.1.2 provide Ryland Communications, its employees, agents, consultants and subcontractors, with access to the Site or such other premises, office accommodation and other facilities, IT systems (including hardware, software and data) and staff, as reasonably required by Ryland Communications to provide the Services;

11.1.3 provide Ryland Communications with such information and materials as Ryland Communications may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

11.1.4 prepare the Site for the supply of the Services, as required by Ryland Communications;

11.1.5 prepare its IT systems, and ensure that its IT systems and computer programs meet any requirements notified by Ryland Communications to the Customer, for the purposes of receiving the Services;

11.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the earlier of (i) the Installation Date and (ii) the Commencement Date;

11.1.7 comply with all applicable laws, regulations or codes of conduct (including regulations, codes of practice and rulings issued by Ofcom from time to time);

11.1.8 not use, or permit the use of, the Services:

(a) in any way which is criminal, fraudulent or otherwise unlawful;

(b) in any way which contravenes the Intellectual Property Rights, privacy or other rights of any third party;

(c) in any way which may be regarded as abusive, offensive, defamatory, indecent, menacing, harassment or a nuisance;

(d) to knowingly access, download, store or transmit viruses, trojans or other harmful material; or

(e) in any manner which may reasonably be expected to damage the reputation of Ryland Communications;

11.1.9 notify Ryland Communications immediately if it becomes aware of any unauthorised use of the Services or the Services are being used in breach of the Contract, and the Customer shall promptly provide Ryland Communications with such information as it reasonably requests in relation to the same;

11.1.10 promptly comply with any audit or investigation carried out by Ryland Communications or any governmental or other regulatory body in connection with the use of the Services by the Customer or its employees, agents or other authorised users; 

11.1.11 keep all materials, equipment, documents and other property of Ryland Communications (Ryland Communications’ Materials) at the Site in safe custody at its own risk, maintain Ryland Communications’ Materials in good condition until returned to Ryland Communications, and not dispose of or use Ryland Communications’ Materials other than in accordance with Ryland Communications' written instructions or authorisation;

11.1.12 keep any usernames and passwords provided by Ryland Communications in relation to the Services confidential at all times;

11.1.13 comply with any additional obligations and reasonable instructions set out in the Order or Service Specification or otherwise notified by Ryland Communications to the Customer in writing from time to time; and

11.1.14 the Customer shall indemnify Ryland Communications against all liabilities, claims, damages, losses and expenses arising from the use of the Services by the Customer in breach of the terms of the Contract or the Customer’s failure or delay to comply with its obligations under the Contract.

11.2 The Customer irrevocably consents to Ryland Communications, its employees, agents, consultants and subcontractors accessing its IT systems (including hardware, software and data) in person or remotely via a secure connection in order to perform the Services.

12. Charges and payment

12.1 The charges for Hardware and/or Services:

12.1.1 shall be the charges set out in the Order or, if no charges are quoted, the charges set out in Ryland Communications' published price list as at the date of the Order;

12.1.2 in the case of Hardware only, shall be exclusive of all costs and charges of packaging, insurance, transport of the Hardware, which shall be invoiced to the Customer, unless delivery of the Hardware is included as part of the Installation Services;

12.1.3 in the case of IT support and other Services provided by Ryland Communications on an adhoc basis and not included in the Managed Services, the charges for such Services shall be calculated in accordance with Ryland Communications' hourly rates, as set out in the Order or Ryland Communications’ current price list at the date of the Contract or otherwise notified by Ryland Communications to the Customer in writing from time to time; and

12.1.4 Ryland Communications shall be entitled to charge the Customer for any expenses reasonably incurred by any person who Ryland Communications engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Ryland Communications for the performance of the Services, and for the cost of any materials (where such Charges are not otherwise included in the cost of the Installation Services or other Services).

12.2 Ryland Communications reserves the right to:

12.2.1 increase the Charges, by giving notice to the Customer at any time before the earlier of (i) delivery of the Hardware, (ii) the Installation Date and (iii) the Commencement Date, to reflect any increase in the cost of the Hardware and/or Services to Ryland Communications that is due to:

(a) any factor beyond the control of Ryland Communications (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other costs);

(b) any request by the Customer to change the delivery date(s), the Installation Date, the Commencement Date, or the quantities or types of Hardware and/or Services ordered (including any changes to the Service Specification); or

(c) any delay caused by any instructions of the Customer in respect of the Hardware and/or Services, or failure of the Customer to give Ryland Communications adequate or accurate information or instructions in respect of the Hardware and/or Services;

12.2.2 increase the Charges for the Leased Line Connectivity Services or VoIP Services by up to 15%:

(a) each year during the Initial Term with effect from each anniversary of the Commencement Date by giving notice in writing to the Customer not less than two months prior to the anniversary of the Commencement Date;

(b) with effect from the day immediately following expiry of the Initial Term by giving notice in writing to the Customer not less than two months prior to the expiry of the Initial Term;

(c) at any time following expiry of the Initial Term by giving not less than two months’ notice in writing to the Customer;

12.2.3 increase the Charges for the Broadband Connectivity Services, Managed Services, Mobile Services and any other Services (excluding Leased Line Connectivity Services, VoIP Services, Installation Services and adhoc Services) by up to 20%:

(a) with effect from the day immediately following expiry of the Initial Term by giving notice in writing to the Customer not less than two months prior to the expiry of the Initial Term; and

(b) at any time following expiry of the Initial Term by giving not less than two months’ notice in writing to the Customer.

12.3 In respect of the Hardware, Ryland Communications shall invoice the Customer on or at any time after acceptance of the Order.

12.4 In respect of the Services:

12.4.1 Ryland Communications shall invoice the Customer for all Installation Charges, Connection Charges, and any charges in relation to the re-activation of any Services following a period of suspension under the terms of the Contract, in advance and such invoice shall be payable in accordance with clause 12.5;

12.4.2 Ryland Communications shall invoice the Customer for all Rental Charges monthly in advance and such invoice shall be payable in accordance with clause 12.5;

12.4.3 Ryland Communications shall invoice the Customer for all call and usage charges, and other monthly charges, monthly in arrears and such invoice shall be payable in accordance with clause 12.5; and

12.4.4 Ryland Communications shall invoice the Customer for all Cancellation Charges at any time after the Customer has given notice in accordance with clause 16.2 and such invoice shall be payable on demand in accordance with clause 12.5.2.

12.5 Subject to clause 12.4, the Customer shall pay each invoice submitted by Ryland Communications:

12.5.1 within fourteen days of the date of the invoice; and

12.5.2 in full and in cleared funds to a bank account nominated in writing by Ryland Communications,

and time for payment shall be of the essence of the Contract.

12.6 If the Customer elects to pay via direct debit or is otherwise required to do so by Ryland Communications, the Customer shall authorise and maintain a valid direct debit in favour of Ryland Communications during the Term and Ryland Communications shall collect all Rental Charges and other Charges via direct debit on the date(s) set out in the Order. This clause 12.6 shall not relieve the Customer of its obligations under clause 12.5 in the event payment in full is not collected by Ryland Communications via the direct debit for any reason. The Customer shall incur a £5.00 re-presentation fee for the re-presentation of any direct debit.

12.7 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 Ryland Communications to the Customer, the Customer shall, on receipt of a valid VAT invoice from Ryland Communications, pay to Ryland Communications such additional amounts in respect of VAT as are chargeable on the supply of the Services and/or Hardware at the same time as payment is due for the supply of the Services and/or Hardware.

12.8 If the Customer fails to make a payment due to Ryland Communications under the Contract by the due date, or Ryland Communications is unable to collect payment in full via the direct debit set up by the Customer on the due date, then, without limiting Ryland Communications' remedies under clause 17:

12.8.1 the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 12.8.1 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%;

12.8.2 Ryland Communications shall be permitted to suspend the Services and/or any further deliveries of Hardware in accordance with clause 17.3; and/or

12.8.3 Ryland Communications reserves the right to charge the Customer for any administration or other costs incurred by it in recovering any sum owed under the Contract.

12.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

12.10 This clause 12 shall survive termination or expiry of the Contract.

13. Intellectual property rights

13.1 All Intellectual Property Rights in or arising out of or in connection with the Services, any deliverables and the Software (excluding any information or materials provided by the Customer) shall be owned by Ryland Communications and/or its licensors.

13.2 Ryland Communications grants to the Customer a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable and non-sublicensable licence during the Term of such Intellectual Property Rights required to enable the Customer to make use of the Services (including the Software and any deliverables).

13.3 The Customer grants to Ryland Communications a fully paid-up, non-exclusive, royalty-free licence during the Term of all Intellectual Property Rights in any information or materials provided by the Customer to enable Ryland Communications to provide the Services.

14. Data protection

14.1 The following definitions apply in this clause 14:

14.1.1 Controller, Processor, Personal Data, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

14.1.2 Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR (as defined in in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).

14.2 Ryland Communications and the Customer will each comply with all applicable requirements of the Data Protection Legislation. This clause 14 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

14.3 Ryland Communications and the Customer each acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Ryland Communications is the Processor.

14.4 Without prejudice to the generality of clause 14.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Ryland Communications, and lawful collection by the Customer of the Personal Data transferred to Ryland Communications, for the duration and purposes of the Contract.

14.5 Without prejudice to the generality of clause 14.2, Ryland Communications shall, in relation to any Personal Data processed in connection with the performance by Ryland Communications of its obligations under the Contract:

14.5.1 process Personal Data in accordance with its privacy policy from time to time, a copy of which is available via www.rylandcommunications.co.uk/privacy-policy, or otherwise as required by Data Protection Legislation; and

14.5.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

14.6 The Customer consents to Ryland Communications appointing its third party suppliers to process Personal Data if required in connection with the performance of the Contract, provided:

14.6.1 Ryland Communications has entered into a data processing agreement or other written agreement with any relevant third-party processor incorporating terms which:

(a) require the third party processor to process Personal Data in accordance with Data Protection Legislation;

(b) ensure that the third party processor has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data; and

14.6.2 Ryland Communications remains fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 14.6.

15. Limitation of liability

15.1 Nothing in the Contract limits any Liability which cannot legally be limited, including Liability for:

15.1.1 death or personal injury caused by negligence;

15.1.2 fraud or fraudulent misrepresentation; and

15.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

15.2 Subject to the other provisions of clause 15, Ryland Communications' total Liability to the Customer in respect of all claims arising in any contract year (being a twelve month period commencing with the date of the Contract or any anniversary of it) shall not exceed the total Charges paid by the Customer and all sums payable by the Customer in respect of the Hardware and Services actually supplied by Ryland Communications, whether or not invoiced to the Customer.

15.3 Ryland Communications shall not be liable to the Customer for any:

15.3.1 loss of profits;

15.3.2 loss of sales or business;

15.3.3 loss of agreements or contracts;

15.3.4 loss of anticipated savings;

15.3.5 loss of use or corruption of software, data or information;

15.3.6 loss of or damage to goodwill; and

15.3.7 indirect or consequential loss.

15.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

15.5 This clause 15 shall survive termination or expiry of the Contract.

16. Term of the Services

16.1 Ryland Communications shall use reasonable endeavours to commence the supply of each of the Services (other than the Installation Services) on the Commencement Date(s), but any such date shall be an estimate only and time shall not be of the essence. Each Service will continue for the relevant Initial Term and, unless one party gives to the other written notice to terminate the relevant Service no later than the Notice Period, the Service shall automatically continue following the end of the Initial Term until one party gives to the other written notice to terminate the Services no later than the Notice Period (Extended Term). The relevant Service shall be terminated with effect from expiry of any written notice given in accordance with this clause 16.1.

16.2 The Customer may terminate any of the Services:

16.2.1 at any time prior to the relevant Commencement Date (or, if Ryland Communications is providing Installation Services, prior to the Installation Date) by giving notice in writing to Ryland Communications; or

16.2.2 during the Initial Term of the relevant Services by giving not less than three months’ notice in writing to Ryland Communication; or

16.2.3 at any time following expiry of the Initial Term in accordance with clause 16.1.

16.3 If the Customer serves notice to terminate the Services, the following charges (Cancellation Charges) shall apply:

16.3.1 in the case of Leased Line Connectivity Services, where notice is given:

(a) within ten Business Days of the date on which the Contract comes into existence (provided such notice is not given ten Business Days or less prior to the earlier of (i) the Installation Date and (ii) the Connection Date), any Charges incurred by Ryland Communications up to the date on which notice is given by the Customer;

(b) more than ten Business Days of the date on which the Contract comes into existence but not less than ten Business Days prior to the earlier of (i) the Installation Date and (ii) the Connection Date, £1,250.00;

(c) less than ten Business Days prior to the earlier of (i) the Installation Date and (ii) the Connection Date, £2,500.00.

16.3.2 in the case of Broadband Connectivity Services, where notice is given:

(a) five Business Days or less prior to the earlier of (i) the Installation Date and (ii) the Connection Date, 100% of the Connection Charges and Installation Charges; and

(b) six or more Business Days prior to the earlier of (i) the Installation Date and (ii) the Connection Date, 50% of the Connection Charges and Installation Charges,

together with any other Charges incurred by Ryland Communications up to the date on which notice is given by the Customer;

16.3.3 in the case of Fixed Voice Services, where notice is given:

(a) five Business Days or less prior to the earlier of (i) the Installation Date and (ii) the Connection Date, 100% of the Connection Charges and Installation Charges; and

(b) six or more Business Days prior to the earlier of (i) the Installation Date and (ii) the Connection Date, 50% of the Connection Charges and Installation Charges,

together with any other Charges incurred by Ryland Communications up to the date on which notice is given by the Customer;

16.3.4 in the case of VoIP Services, where notice is given:

(a) five Business Days or less prior to the earlier of (i) the Installation Date and (ii) the Connection Date, 100% of the Connection Charges and Installation Charges; and

(b) six or more Business Days prior to the earlier of (i) the Installation Date and (ii) the Connection Date, 50% of the Connection Charges and Installation Charges,

together with any other Charges incurred by Ryland Communications up to the date on which notice is given by the Customer;

16.3.5 in the case of Managed Services, where notice is given:

(a) five Business Days or less prior to the earlier of (i) the Installation Services (if applicable) and (ii) the Commencement Date, all Charges which would be payable up to the end of the Term;

(b) six or more Business Days prior to the earlier of (i) the Installation Services (if applicable) and (ii) the Commencement Date, any Charges incurred by Ryland Communications up to the date on which notice is given by the Customer;

16.3.6 in the case of Mobile Services, where notice is given:

(a) five Business Days or less prior to the Commencement Date, all Charges which would be payable up to the end of Term (save for call and usage charges);

(b) six or more Business Days prior to the Commencement Date, any Charges incurred by Ryland Communications up to the date on which notice is given by the Customer;

16.3.7 in the case of any of the Services where notice is given after the Installation Date or the Connection Date (if applicable), or during the Initial Term or Extended Term, all Charges which would be payable up to the end of the Initial Term or Extended Term (save for call and usage charges), together with all outstanding Charges due at the time of termination of the relevant Service.

17. Termination and suspension

17.1 Without affecting any other right or remedy available to it, Ryland Communications may terminate the Contract with immediate effect by giving written notice to the Customer if:

17.1.1 following a survey and/or receipt of information by Ryland Communications, Ryland Communications and/or any of Ryland Communications’ third party suppliers determine it is not possible to provide the Services to the Customer;

17.1.2 the Customer fails to pay any amount due under the Contract on the due date for payment;

17.1.3 the Customer commits a material or persistent breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of five days after being notified to do so;

17.1.4 the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy;

17.1.5 the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

17.1.6 there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).

17.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

17.3 Without affecting any other right or remedy available to it, Ryland Communications may suspend the supply of Services or all further deliveries of Hardware under the Contract or any other contract between the Customer and Ryland Communications if:

17.3.1 the Customer fails to pay any amount due under the Contract or any other contract between Ryland Communications and the Customer on the due date for payment;

17.3.2 Ryland Communications’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation; or

17.3.3 the Customer becomes subject to any of the events listed in clause 17.1 or clause 17.2, or Ryland Communications reasonably believes that the Customer is about to become subject to any of them,

(Customer Default) until such time as the Customer remedies the Customer Default; or

17.3.4 if required by law, a court of competent jurisdiction or any governmental or regulatory authority (Competent Body).

17.4 In the event Ryland Communications exercises its right to suspend the supply of Services and/or further deliveries of Hardware:

17.4.1 Ryland Communications shall be entitled to rely on the Customer Default to relieve it from the performance of any of its obligations (but in the case of clause 17.3.2 only to the extent the Customer Default prevents or delays Ryland Communications’ performance of any of its obligations);

17.4.2 Ryland Communications shall be entitled to rely on any request or order issued by a Competent Body to relieve it from the performance of any of its obligations;

17.4.3 Ryland Communications shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Ryland Communications’ failure or delay to perform any of its obligations;

17.4.4 the Customer shall reimburse Ryland Communications on written demand for any costs or losses sustained or incurred by Ryland Communications arising directly or indirectly from the Customer Default;

17.4.5 unless otherwise agreed with Ryland Communications in writing, Rental Charges shall continue to accrue during the period of suspension; and

17.4.6 Ryland Communications shall be entitled to charge the Customer for all charges reasonably incurred by Ryland Communications in connection with the resumption of the Services following any period of suspension.

18. Consequences of termination

18.1 On termination of the Contract:

18.1.1 the Customer shall, subject to clause 18.2, immediately pay to Ryland Communications all of Ryland Communications’ outstanding unpaid invoices and interest and, in respect of Hardware and Services supplied but for which no invoice has been submitted, Ryland Communications shall submit an invoice, which shall be payable by the Customer immediately on receipt;

18.1.2 the Customer shall, at its own cost, return all of Ryland Communications’ Materials and any Hardware which has not been fully paid for or is otherwise not owned by the Customer within thirty days of the effective date of termination of the Contract. If the Customer fails to do so, then Ryland Communications may enter the Site or such other premises of the Customer or of any third party where Ryland Communications’ Materials are stored in order to recover 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 the Contract.

18.2 In the event the Contract is terminated pursuant to clause 17.1.1, the Customer shall pay to Ryland Communications all reasonable charges and expenses incurred by Ryland Communications in connection with the provision of the Services up to the date of termination of the Contract. If no invoice has been submitted in respect of such charges and expenses, Ryland Communications shall submit an invoice, which shall be payable by the Customer immediately on receipt.

18.3 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, 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.

18.4 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry, including this clause 18, shall continue in full force and effect.

19. Confidentiality

19.1 Each party undertakes that it shall not at any time during the term of the Contract, and for a period of five years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or the terms of the Contract (including the Charges), except as permitted by clause 19.2.

19.2 Each party may disclose the other party's confidential information:

19.2.1 to its employees, officers, representatives, contractors or subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 19; and

19.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

19.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

19.4 This clause 19 shall survive termination or expiry of the Contract.

20. Force majeure

Ryland Communications shall not be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control, including natural disaster, epidemic or pandemic, terrorist attack, war, interruption or failure of a utility service or agency, any law or action taken by a government or public authority, or non-performance by suppliers or subcontractors (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly.

21. Complaints and Dispute Resolution

21.1 A copy of Ryland Communications’ procedure for handling complaints and dispute resolution is available via rylandcommunications.co.uk/complaint-policy.

21.2 If a complaint or dispute arises, Ryland Communications and the Customer will each use all reasonable endeavours to resolve the matter through negotiations in good faith between their appointed representatives who have authority to settle the same.

21.3 In the event the matter is not resolved within eight weeks of a dispute being raised, either party may refer the dispute to the Ombudsman Services (available via www.ombudsman-services.org), subject to all the pre-referral requirements set by the Ombudsman Services being met.

21.4 If the Ombudsman Services are unable to deal with the dispute, or the dispute remains unresolved twelve weeks after referral to the Ombudsman Services, either party may refer the matter for mediation in accordance with clause 21.5.

21.5 If the dispute remains unresolved after the parties have exhausted the procedure in clauses 21.2 to 21.4, either party may refer the dispute for mediation in accordance with the Centre for Dispute Resolution Model Procedure (a copy of which is available via www.cedr.com). To initiate a mediation a party must give notice in writing (Mediation Notice) to the other party, referring the dispute to mediation, and the following provisions shall apply:

21.5.1 the parties shall use all reasonable endeavours to agree on the appointment of a mediator within fourteen days of either party serving a Mediation Notice on the other. If the parties cannot agree on the appointment within fourteen days, the parties shall send a copy of the Mediation Notice to CEDR asking CEDR to nominate a mediator;

21.5.2 following appointment of a mediator, the parties shall discuss and agree logistical arrangements of the mediation, in conjunction with the mediator, within seven days of the mediator being appointed. If there is any point on the logistical arrangements which the parties cannot agree, the parties shall request CEDR to consult with the parties and decide;

21.5.3 the mediation shall commence within thirty days of a Mediation Notice being serviced or such other time period agreed between the parties;

21.5.4 each party shall use reasonable endeavours to participate in the mediation process in good faith and co-operate with the mediator and provide such information and other assistance as the mediator requires;

21.5.5 the costs of the mediator shall be borne by the parties equally or in such other proportions as the mediator shall decide; and

21.5.6 no party shall commence any court proceedings or other method of dispute resolution against the other party until the parties have attempted to settle the dispute by mediation and ten Business Days have passed since the mediation.

22. Non-solicitation

22.1 The Customer shall not, directly or indirectly, on its own behalf, on behalf of any other person or jointly with any other person, at any time during the term of the Contract or for a period of twelve months following the termination or expiry of the Contract:

22.1.1 offer employment to, enter into a contract for the services of, or attempt to solicit or seek to entice away from Ryland Communications any individual who is at the time of the offer, or attempt, a director or employee with Ryland Communications, or procure or facilitate the making of any such offer or attempt by any such person;

22.1.2 deal with or seek the custom of any person who is, or was at any time during the Term, a client or customer of Ryland Communications; or

22.1.3 solicit or endeavour to entice away from Ryland Communications any supplier who supplies, or has supplied, goods or services to Ryland Communications during the Term if that solicitation or enticement causes or would cause such supplier to cease supplying, or materially reduce its supply of, those goods and services to Ryland Communications.

23. General

23.1 Assignment and other dealings

23.1.1 Ryland Communications may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

23.1.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Ryland Communications.

23.2 Notices

23.2.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the following addresses:

(i) Ryland Communications: helpdesk@rylandcommunications.co.uk.

(ii) Customer: any email address used by the Customer to correspond with Ryland Communications in connection with the Order and/or Contract.

23.2.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) 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; or

(c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours, when Business Hours resume (provided always a delivery or read receipt is received by the sender).

23.2.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration, mediation or other method of dispute resolution.

23.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 23.3, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

23.4 Waiver.

23.4.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

23.4.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

23.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

23.6 Entire agreement.

23.6.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter.

23.6.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

23.7 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

23.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

23.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law.

23.10 Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Last updated: October 2024