Terms & Conditions
Rapid Technologies'
Terms & Conditions of Sale & Service
1. Interpretation
In these Conditions :
"CUSTOMER" means the person who accepts a quotation of the Supplier for the sale and/or supply of the Products and whose order for the Products is accepted by the Supplier.
"CONDITIONS" means the standard terms and conditions of sale and service set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Supplier.
"CONTRACT" means the contract for the purchase and sale of the Products.
"GOODS" means the goods (including any instalment or any part for them) which the Supplier is to supply in accordance with these Conditions.
"PRODUCTS" means the Goods (including any instalment of the goods or any parts for them) and/or the Services which the Supplier has agreed to supply in accordance with these Conditions.
"SERVICES" means the services to be provided by the Supplier for the Customer in accordance with these Conditions.
"SUPPLIER" means Rapid Computers Limited of 138-140 Queens Drive, Childwall Fiveways, Liverpool, L15 6XX, trading as Rapid Technologies.
"WRITING" includes facsimile transmission, E-Mail and comparable means of communication.
1.3 Any reference in these Conditions to any provision of a Statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.4 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the Sale and/or Supply of the Products
2.1 The Supplier shall sell and the Customer shall purchase the Products in accordance with any written quotation of the Supplier which is accepted by the Customer, or any written order of the Customer which is accepted by the Supplier, subject in either case to these Conditions, which shall govern the Contract to the exclusion of all other terms and conditions, express or implied, by Statute or otherwise, subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the Customer.
2.2 No variation to these Conditions shall be binding unless in Writing and signed by a Director of the Supplier.
2.3 The Supplier's employees or agents are not authorised to make any representations concerning the Products unless confirmed by a Director of the Supplier in Writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed in Writing.
2.4 Any advice or recommendation given by the Supplier or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Products which is not confirmed in Writing and signed by a Director of the Supplier is followed or acted upon entirely at the Customer's own risk, and accordingly, the Supplier shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
3. Orders and Specifications
3.1 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed as accepted by the Supplier's authorised representative.
3.2 The Customer shall be responsible to the Supplier for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving the Supplier any necessary information relating to the Products within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of, and any specification for, the Products shall be those set out in the Supplier's quotation (if accepted by the Customer) or the Customer's order (if accepted by the Supplier).
3.4 If the Goods are to be manufactured or any process is to be applied to the Products by the Supplier in accordance with a specification submitted by the Customer, the Customer shall fully indemnify the Supplier against all losses, damages, costs and expenses awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person as a result of the Supplier manufacturing, or applying such process to, the Goods in accordance with the specification supplied by the Customer.
3.5 The Supplier reserves the right to make any changes to the specification of the Products which are required in order to conform with any applicable safety or other statutory requirements or, where the Products are to be supplied to the Supplier's specification, which do not materially affect their quality or performance.
No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in Writing of the Supplier and on terms that the Customer shall indemnify the Supplier in full against all losses (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred.
4. Price of the Products
4.1 The price of the Products shall be the Supplier's quoted price or, where no price has been quoted, the Supplier's list price at the time of the quotation.
4.2 The Supplier reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Products to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the costs of labour, materials or other costs of manufacture, any change in delivery dates, quantities or specifications for the Products which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Supplier, and unless otherwise agreed in Writing between the Customer and the Supplier, all prices are given by the Supplier on an ex-works basis, and where the Supplier agrees to deliver the Products otherwise than at the Supplier's premises, the Customer shall be liable to pay the Supplier's charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Supplier.
4.5 The cost of pallets and returnable containers will be charged to the Customer in addition to the price of the Products, but full credit will be given to the Customer provided that they are returned undamaged to the Supplier before the due payments date.
5. Terms of Payment
5.1 Subject to any special terms agreed between the Customer and the Supplier, the Supplier shall be entitled to invoice the Customer for the price of the Products on or at any time after delivery of the Products, unless the Products are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Products, in which event the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Products are ready for collection or (as the case may be) the Supplier has tendered delivery of the Products.
5.2 The Customer shall pay the price of the Products within 30 days of the date of the Supplier's invoice, notwithstanding that delivery may not have taken place and the property in the Products has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
5.3.1 cancel the contract and/or suspend any further deliveries to the Customer; and/or
5.3.2 appropriate any payment made by the Customer to such of the Products (or the Products supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and/or
5.3.3 charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 8 per cent per annum above AIB (GB) Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6. Delivery
6.1 Delivery of the Products shall be made by the Customer collecting the Products at the Supplier's premises at any time after the Supplier has notified the Customer that the Products are ready for collection or, if some other place for delivery is agreed by the Supplier, by the Supplier delivering the Products to that place.
6.2 Any dates quoted for delivery of the Products are approximate only and the Supplier shall not be liable for any delay in delivery of the Products howsoever caused. Time for delivery shall not be of the essence. The Products may be delivered by the Supplier in advance of the quoted delivery date upon giving reasonable notice to the Customer.
6.3 Where the Products are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Supplier to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
If the Supplier fails to deliver the Products, or any part thereof, for any reason other than any cause beyond the Supplier's reasonable control or the Customer's fault, and the Supplier is accordingly liable to the Customer, the Supplier's liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar Products to replace those not delivered over the price of the Products.
If the Supplier fails to deliver any part of the Products for any reason other than any cause beyond the Supplier's reasonable control or the Customer's fault, the Customer shall still be liable to pay for the Products delivered on a pro rata basis.
If the Customer fails to take delivery of the Products or fails to give the Supplier adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to the Supplier, the Supplier may:
6.6.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
7. Risk and Property
7.1 Risk of damage to, or loss of, the Goods shall pass to the Customer:
7.1.1 in the case of Goods to be delivered at the Supplier's premises, at the time when the Supplier notifies the Customer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Supplier's premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, at the time when the Supplier has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of both the Products and all other goods and services agreed to be supplied by the Supplier to the Customer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Supplier's fiduciary agent and baillee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Supplier's property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Supplier for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
7.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Supplier shall be entitled at any time to require the Customer to deliver up the Goods to the Supplier and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
7.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Customer does so all monies owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
8. Warranties and Liability
Where the Products are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976), the statutory rights of the Customer are not affected by these Conditions.
Subject to the provisions set out below, the Supplier warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from delivery in respect of new Goods and one month in respect of second-hand Goods.
Subject to the provisions set out below, the Supplier warrants that the Services will be provided using reasonable care and skill.
The above warranties are given by the Supplier subject to the following conditions:
The Supplier shall be under no liability in respect of any defect in the Products arising from any drawing, design or specification supplied by the Customer;
The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Supplier's or the manufacturer's instructions (whether oral or in writing) or misuse, alteration or repair of the Products without the Supplier's prior written approval; and
The Supplier shall be under no liability under the above warranties (or any other warranty, condition or guarantee) if the total price for the Products has not been paid by the due date for payment.
8.5 The warranty set out in clause 8.2 above does not extend to parts, materials or equipment not manufactured by the Supplier, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer.
8.6 Subject as expressly provided in these Conditions, and except where the Products are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.7 Any claim by the Customer which is based on any defect in the quality or condition of the Products or their failure to correspond with their specification shall (whether or not delivery is refused by the Customer) be notified to the Supplier in Writing within seven days from the date of delivery or, where the defect or failure was not apparent on reasonable inspection, within seven days of the discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Supplier accordingly, the Customer shall not be entitled to reject the Products and the Supplier shall have no liability for such defect or failure and the Customer shall be bound to pay the price as if the Products had been delivered in accordance with the Contract.
8.8 Where any valid claim in respect of any of the Products which is based on any defect in the quality or condition of the Products or their failure to meet their specification is notified to the Supplier in accordance with these Conditions, the Supplier shall be entitled to replace the Products (or a part thereof) free of charge or, at the Supplier's sole discretion, refund to the Customer the price of the Products (or a proportionate part of the price), but the Supplier shall have no further liability to the Customer.
Except in respect of death or personal injury caused by the Supplier's negligence, or liability for defective products under the Consumer Protection Act 1987, the Supplier shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (and whether caused by the negligence of the Supplier, its employees or agents or otherwise) which arise out of or in connection with the supply of the Products (including any delay in supplying or any failure to supply the Products in accordance with the Contract or at all) or their use or resale by the Customer, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the price of the Products, except as expressly provided in these Conditions.
The Supplier 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 the Supplier's obligations in relation to the Products, if the delay or failure was due to any cause beyond the Supplier's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Supplier's reasonable control:
Act of God, explosion, flood, tempest, fire or accident;
war or threat of war, sabotage, insurrection, civil disturbance or requisition;
Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority or other body or organisation;
Import or export regulations or embargoes;
Strikes, lock-outs or other industrial actions or trade disputes (whether involving
Employees of the Supplier or of a third party);
Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
Power failure or breakdown in machinery.
9. Insolvency of Customer
9.1 This clause applies if:
9.1.1 the Customer makes a voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.1.2 an encumbrancer takes possession, or a receiver is appointed, over any of the property or assets of the Customer; or
9.1.3 the Customer ceases, or threatens to cease, to carry on business; or
9.1.4 the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
9.2 If this clause applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Products have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10. Export Terms
10.1 In these Conditions "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
10.2 Where the Products are supplied for export from the United Kingdom, the provisions of this clause 10 shall (subject to any special terms agreed in writing between the Customer and the Supplier) apply notwithstanding any other provision of these Conditions.
10.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination and for the payment of any duties thereon
10.4 Unless otherwise agreed in Writing between the Customer and the Supplier, the Products shall be delivered fob the air or sea port of shipment and the Supplier shall be under no obligation to give notice under section 32(3) of the Sale of Products Act 1979.
10.5 The Customer shall be responsible for arranging for testing and inspection of the Products at the Supplier's premises before shipment. The Supplier shall have no liability for any claim in respect of any defect in the Products which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
10.6 Payment of all amounts due to the Supplier shall be made by irrevocable letter of credit opened by the Customer in favour of the Supplier and confirmed by a bank in the United Kingdom acceptable to the Supplier or, if the Supplier has agreed in Writing on or before acceptance of the Customer's order to waiver this requirement, by acceptance by the Customer and delivery to the Supplier of a bill of exchange drawn on the Customer payable 60 days after sight to the order of the Supplier at such branch of AIB (GB) Bank in England as may be specified in the bill of exchange.
11. General
11.1 The Supplier is a member of the Rapid Group of Companies and accordingly the Supplier may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Supplier.
11.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing and addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.3 No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
The Supplier reserves the right to amend these Conditions and/or the Contract at any time.
11.6.1 The Supplier will take all reasonable precautions to keep the details of the Contract and payment therefor secure, but, unless the Supplier is negligent, the Supplier will not be liable for unauthorised access to information supplied by the Customer.
11.6.2 The Supplier would like to notify the Customer of products and offers that may be of interest to it from time to time. If the Customer does not want to be notified of such products and offers please tick the box below.
11.6.3 The Customer can correct any information about it or ask for information about it to be deleted by e-mailing the Supplier on unsubscribe@rapid.co.uk
11.7 The Contract shall be governed by the laws of England and the parties hereto submit to the irrevocable jurisdiction of the English Law Courts.
Set out below are Rapid Technologies' Terms and Conditions for the sale of goods.
Please read them carefully.
An offer from you to buy goods from Rapid Technologies is conclusive evidence of your acceptance of the Terms and Conditions set out below.
1. The Contract between us
1.1 Each order for goods submitted by you will be treated as an offer to buy them subject t these Terms and Conditions.
1.2 We must receive payment of the whole of the price for the goods that you offer to buy before your offer can be accepted. Once payment has been received by us we will confirm that your offer has been accepted by sending an e-mail to you at the e-mail address you provided in your order form. Our acceptance of your offer brings into existence a legally binding contract between us which is subject to these Terms and Conditions.
2. Price
2.1 The prices payable for the goods that you order are as set out in our website.
2.2 You will be required to pay extra for delivery and it might not be possible for us to deliver to some locations. Our delivery charges are set out in our website.
2.3 We reserve the right to amend a mistake in pricing.
3. Right for you to cancel your contract
3.1 You may cancel your contract with us for the goods you order at any time up to the end of the seventh working day from the date you receive the ordered goods. You do not need to give us any reason for cancelling your contract nor will you have to pay any penalty.
3.2 You cannot cancel your contract if the goods you have ordered are newspapers or magazines or if you have taken any audio or video recording or computer software out of the sealed package in which it was delivered to you.
3.3 To cancel your contract you must notify us in writing.
3.4 If you have received the goods before you cancel your contract then unless under clause 3.2 you do not have the right to cancel you must send the goods back to our contact address at your own risk and cost. If you cancel your contract but we have already processed the goods for delivery you must not unpack the goods when they are received by you and you must send the goods back to us at our contact address at your own risk and cost a soon as possible.
3.5 Once you have notified us that you are cancelling your contract, any sum debited to us from your credit card will be re-credited to your account as soon as possible and in any event within 30 days of your order PROVIDED THAT the goods in question are returned by you and received by us in the condition they were in when delivered to you. If you do not return the goods delivered to you or do not pay the costs of delivery, we shall be entitled to deduct the direct costs of recovering the goods from the amount to be re-credited to you.
4. Non-acceptance of order or cancellation by us
4.1 We reserve the right not to accept your offer to buy or to cancel the contract between us if:
4.1.1 we have insufficient stock to deliver the goods you have ordered;
4.1.2 we do not deliver to your area; or
4.1.3 one or more of the goods you ordered was listed at an incorrect price due to a typographical error or
an error in the pricing information received by us from our suppliers.
4.2 If we do not accept your offer to buy or we cancel your contract we will notify you by e-mail and will re-credit to your account any sum deducted by us from your credit card as soon as possible but in any event within 30 days of your order. We will not be obliged to offer any additional compensation for disappointment suffered.
5. Delivery of goods to you
5.1 We will deliver the goods ordered by you to the address you give us for delivery at the time you make your order.
5.2 Delivery will be made as soon as possible after your order is accepted and in any event within 30 days of your order.
5.3 If delivery cannot be made within 30 days of your order we will contact you to discuss alternative arrangements. You may cancel the contract if delivery is not made within 30 days of your order.
5.4 You will become the owner of the goods you have ordered when they have been delivered to the address nominated by you. Once goods have been delivered to that address they will be held at your own risk and we will not be liable for their loss or destruction.
6. Liability
6.1 If the goods we deliver are not what you ordered or are damaged or defective or the delivery is of an incorrect quantity, we shall have no liability to you unless you notify us in writing at our contact address of the problem within 10 working days of the delivery of the goods in question.
6.2 If you do not receive the goods ordered by you within 30 days of the date on which you ordered them, we shall have no liability to you unless you notify us in writing at our contact address of the problem within 40 days of the date on which you ordered the goods.
If you notify a problem to us under this condition, our only obligation will be, at your option:
6.2.1 to make good any shortage or non-delivery;
6.2.2 to replace or repair any goods that are damaged or defective; or
6.2.3 to refund to you the amount paid by you for the goods in question in whatever way we choose.
6.3 Save as precluded by law, we will not be liable to you for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) howsoever arising out of any problem you notify to us under this condition and we shall have no liability to pay any money to you by way of compensation other than to refund to you the amount paid by you for the goods in question under clause 6.2.3 above.
6.4 You must observe and comply with all applicable regulations and legislation, including obtaining all
necessary customs, import or other permits to purchase the goods from our site. The importation or
exportation of certain of our goods to you may be prohibited by certain national laws. We make no
representation and accept no liability in respect of the export or import of the goods you purchase.
6.5 Notwithstanding the foregoing, nothing in these Terms and Conditions is intended to limit any right you
may have as a consumer under applicable local law or other statutory rights that may not be excluded
nor in any way to exclude or limit our liability to you for any death or personal injury resulting from
our negligence.
7. Notice
Unless otherwise expressly stated in these Terms and Conditions, all notices from you to us must be in writing and sent to our contact address at Rapid House, 138-140 Queens Drive, Childwall, Liverpool, L15 6XX and all notices from us to you will be displayed on our website from time to time.
8. Events beyond our control
We shall have no liability to you for any failure to deliver goods you have ordered or any delay in doing so or for any damage or defect to goods delivered that is caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.
9. Invalidity
If any part of these Terms and Conditions in unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these Terms and Conditions will not be affected.
10. Privacy
You acknowledge and agree to be bound by the terms of our Privacy Policy.
11. Third Party Rights
Except for our affiliates, directors, employees or representatives, a person who is not a party to the contract between us has no right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract between us but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
12. Governing Law
The contract between us shall be governed by and interpreted in accordance with English Law and the English Courts shall have jurisdiction to resolve any disputes between us.
13. Entire Agreement
These Terms and Conditions, together with our current website prices, delivery details, contact details and Privacy Policy, set out the whole of our agreement relating to the supply of the goods to you by us. Nothing said by any sales person on our behalf should be understood as a variation of these terms and conditions or as an authorised representation about the nature or quality of any goods offered for sale by us. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.
Copyright © 2004 Rapidnet Limited. All rights reserved.
RAPIDNET LIMITED TERMS AND CONDITIONS
1. Interpretation
1.1 In these Conditions: "THE APPLICATION FORM" means the Application Form attached to these Conditions. "CONDITIONS" means the terms and conditions set out in this document. "CONTRACT" means the contract for the supply of the Services. "CUSTOMER" means the person who wants the Supplier to provide the Services in accordance with the Conditions. "SERVICES" means the Services which the Supplier is to supply in accordance with the Conditions. "SUPPLIER" means RAPIDNET LIMITED. "THE LICENSED PROGRAMS" means the software programs supplied to the Customer to enable him to access the Internet and use the Services. "WRITING" includes telex, cable, facsimile transmission, E-mail and comparable means of communication.
1.2 Any reference in the Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. 1.3 The headings in the Conditions are for convenience only and shall not affect their interpretation.
2. Supply of the Services
2.1 The Supplier shall take all reasonable steps to provide the Services in accordance with the Conditions.
2.2 The Supplier reserves the right to vary the Conditions and the terms of the Contract at anytime. Such variations will be notified to the Customer by E-mail. Unless he notifies the Supplier within 7 days of the date of the E-mail message, the Customer shall be deemed to have accepted the variations.
2.3 The Supplier's employees or agents are not authorised to make any representations concerning the Services unless such representations are confirmed by a Director of the Supplier in Writing. The Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3. Price for the Services ("the Subscription Fee")
3.1 The Subscription Fee shall be the fee(s) payable each month and/or year in respect of the provision of the Services. Such fee(s) being set out in the Application Form or, where no fee(s) has/have been set out, the Supplier's quoted price, or where no price has been quoted (or a quoted price is no longer valid), the price listed in the Supplier's published price list current at the date when the Customer signs the Application Form.
3.2 The Supplier reserves the right to increase the Subscription Fee at any time.
3.3 The Subscription Fee is inclusive of any applicable value added tax.
4. Terms of Payment
4.1 The Customer shall pay the Subscription Fee in accordance with the method agreed with the Supplier even if connection has not taken place. Time of payment of the Subscription Fee shall be of the essence. Receipts for payment will be issued only upon request.
4.2 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to: 4.2.1 cancel the Contract; and/or 4.2.2 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of three per cent above the National Westminster Bank base rate from time to time.
5. Warranties and Liability
5.1 Except as expressly provided in the Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
5.2 Where the Services are supplied under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by the terms of the Conditions.
5.3 Given the fact that the Supplier has no control whatsoever over and in respect of the information on the Network, the Supplier expressly excludes any warranties relating to the accuracy of such information.
5.4 Except in respect of death or personal injury caused by the Supplier's negligence, the Supplier shall not be liable to the Customer by reason of any representation, or any warranty (whether express or implied), condition or other term, or any duty at common law, or under the express terms of the Conditions or the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential loss or any compensation whatsoever (and whether caused by the negligence of the Supplier, its employees or agents or otherwise) which arise out of or in connection with the supply of the Services or their use by the Customer, except as expressly provided in these Conditions.
5.5 The Supplier shall not be liable for any loss (whether direct or indirect) to the Customer, whether of data or otherwise, caused by any delay or interruption in the provision of the Services.
5.6 The Customer warrants that:- 5.6.1 it shall not transmit or receive live audio or video across the Supplier's Network or use the Services for any application which in the Supplier's opinion results in an unreasonable demand on the bandwidth; 5.6.2 it will not use the Services to block mail E-mail accounts or newsgroups with information; 5.6.3 it shall not knowingly or recklessly transmit any electronic material (including viruses) through the Services which shall cause or is likely to cause detriment or harm, in any degree, to computer systems owned by the Supplier or other Internet users; 5.6.4 it shall not (or authorise or permit any other party to) use the Services or the Supplier's Network to receive or transmit material which is in violation of any law or regulation which is obscene, threatening, menacing, offensive, defamatory, in breach of confidence, in breach of any intellectual property right (including copyright) or otherwise unlawful; 5.6.5 it, as the registered user of the account, will keep the user-name and password secure and not let them become public knowledge; 5.6.6 unless agreed in Writing with the Supplier, the account is to be used by a single user only and that it will not allow simultaneous access using the same log-in; 5.6.7 if the password becomes known to any unauthorised person it will inform the Supplier immediately.
6. Data Protection
6.1 The Supplier shall be entitled to place any information provided by the Customer in a computerised directory.
7. The Licensed Programs
7.1 The Licensed Programs are owned by the Company/person/legal entity stated as being the owner on the Licensed Program. The Customer warrants that it shall only use the Licensed Programs in accordance with the terms and conditions referred to therein and that it shall fully indemnify and hold harmless the Supplier in respect of any breach of those terms and conditions.
8. Password
8.1 The Supplier reserves the right to change the Customer's password, user ID and/or E-mail address at any time and for any reason whatsoever.
9. Other Networks
9.1 In the event that the Customer uses the Services to link into other Networks then the Customer shall abide by the relevant Network's use policies. If the Customer does not abide by such use policies then it shall fully indemnify and hold harmless the supplier against all loss, damages, costs and expenses awarded against or incurred by, the Supplier as a result.
10. Maintenance and Repairs
10.1 The Supplier reserves the right to shut-down the Network or any part thereof at any time in order to carry out repair and maintenance work. The Supplier shall take reasonable steps to inform the Customer of such shut-downs but shall not be liable if it does not do so.
11. Force Majeure
11.1 The Supplier shall not be liable to the Customer or be deemed to be in breach of the Conditions and/or the Contract by reason of any delay in performing, or any failure to perform, any of it's obligations, if the delay or failure was due to any cause beyond the Supplier's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Supplier's reasonable control: 11.1.1 Act of God, explosion, flood, tempest, fire or accident; 11.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition; 11.1.3 acts, omissions, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority or public telephone operators; 11.1.4 import or export regulations or embargoes; 11.1.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Supplier or of a third party); 11.1.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery; 11.1.7 power failure or breakdown in machinery.
12. Indemnity
12.1 If any claim is made against the Supplier in respect of the use or mis-use of the Services by the Customer or any breach of the Conditions and/or Contract by the Customer then the Customer shall fully indemnify and hold harmless the Supplier against all loss, damages, costs and expenses awarded against, or incurred by, the Supplier in connection with the claim, or paid or agreed to be paid by the Supplier in settlement of the claim.
12.2 The Customer shall give the Supplier all reasonable assistance for the purposes of any such proceedings or negotiations above-mentioned.
13. Duration and Termination
13.1 The Contract shall come into force on the date set out in the Application Form and, subject to the following provisions of this clause, shall continue in force for a minimum period of 12 months and thereafter until such time as it is terminated by either party giving to the other not less than three months' written notice to expire on or at any time after the end of the minimum 12 month period. In the event that the Customer terminates the Contract, he shall not be entitled to a refund or rebate of all or any part of the Subscription Fee. In the event that the Supplier terminates the Contract, the Customer will only be entitled to a refund or rebate if it does so without cause.
13.2 The Supplier shall be entitled forthwith to terminate the Contract if: 13.2.1 the Customer commits a breach of any of the provisions of the Conditions or the Contract; 13.2.2 an encumbrancer takes possession or a receiver is appointed over any of the property or assets of the Customer; 13.2.3 the Customer makes a voluntary arrangement with its creditors or becomes subject to an administration order; 13.2.4 the Customer goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the re-organisation effectively agrees to be bound by or to assume the obligations imposed on the Customer under the Contract); or 13.2.5 the customer ceases, or threatens to cease, to carry on business.
13.3 Any waiver by the Supplier of a breach of any provision of the Conditions or Contract shall not be considered as a waiver of any subsequent breach of the same or any other provision.
13.4 The rights to terminate the Conditions or the Contract given by this clause shall not prejudice any other right or remedy of the Supplier in respect of the breach concerned (if any) or any other breach.
13.5 Upon the termination of the Contract for any reason, subject as otherwise provided in the Conditions and to any rights or obligations which have accrued prior to termination, the Supplier shall not have any further obligation to the Customer.
14. Nature of Agreement
14.1 The Customer agrees not to employ or seek to employ any employee of the Supplier either during or for a period of six months after the termination of these Terms and Conditions. If any employee of the Supplier accepts employment with the Customer either during or for a period of six months after the termination of these Terms and Conditions then the Customer shall be liable to pay to the Supplier such fee as the Supplier considers appropriate. Such fee shall cover, inter alia, the costs and expenses incurred by the Supplier in recruiting a replacement employee.
14.2 The Supplier shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it through any other company which at the relevant time is its holding company or subsidiary (as defined by section 736 of the Companies Act 1985) or the subsidiary of any such holding company, and any act or omission of any such company shall be deemed to be the act or omission of the Supplier.
14.3 The Supplier shall be entitled to carry out its obligations through any agents or sub-contractors appointed by it in it's absolute discretion for that purpose.
14.4 The Customer may not, without the written consent of the Supplier, sell, assign, mortgage, charge (otherwise than by floating charge) or dispose of any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations.
14.5 The Customer acknowledges that, in entering into the Contract, it does not do so on the basis of or rely on any representation, warranty or other provision except as expressly provided in the Contract, and accordingly all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
14.6 If any provision of the Conditions or Contract is held by any court or other competent authority to be void or unenforceable in whole or part, the other provisions of the Conditions or Contract and the remainder of the affected provisions shall continue to be valid.
14.7 The Conditions and the Contract shall be governed by and construed in all respects in accordance with the laws of England and the parties hereto submit to the exclusive jurisdiction of the English Law Courts.
15. Notices
15.1 Any notice or other information required or authorised by this Agreement to be given by either party to the other may be given by hand or sent (by first or second class pre-paid post, telex, cable facsimile transmission, E-mail or comparable means of communication) to the other party.
Copyright © RapidNet Limited. All rights reserved.
Rapid Sat ONE WAY
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS BEFORE SIGNING UP TO RAPIDSAT.
1. Interpretation
1.1 In these Conditions:
"Account" means the account granted to the Customer by the Supplier pursuant to the Contract.
"Application Form" means the Application Form completed by the Customer.
"Conditions" means the terms and conditions set out in this document together with any amendments made thereto by the Supplier.
"Contract" means the contract for the supply of the Services.
"Customer" means the person to whom the Services are provided and whose name is set out in the Application Form.
"Hardware" means the equipment necessary for the Customer to access and utilise the Services.
"Licensed Programs" means the software programs necessary for the Customer to access and utilise the Services.
"Password" means the password provided to the Customer by the Supplier.
"Services" means the services supplied to the Customer by the Supplier pursuant to the Contract.
"Supplier" means Rapidnet Limited.
"Subscription Fee" means the payments made by the Customer for the provision of the Services.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Supply of the Services
2.1 The Supplier shall take all reasonable steps to provide the Services in accordance with these Conditions and the Contract. Notwithstanding this, the Supplier shall not be liable if the Services are not provided in accordance with these Conditions or the Contract.
2.2 The Supplier reserves the right to interrupt the provision of the Services at any time. Notwithstanding this, the Supplier shall endeavour to keep interruptions to a minimum.
3. Subscription Fee
3.1 The Subscription Fee shall be as set out in the Application Form.
3.2 The Supplier reserves the right to amend the Subscription Fee at any time. Unless the amendment is due to fluctuations in the Euro, the Customer may terminate the Contract and these Conditions following an amendment to the Subscription Fee by giving the Supplier three months notice in writing.
3.3 The Subscription Fee is exclusive of any applicable value added tax.
4. Terms of Payment
4.1 The Customer shall pay the Subscription Fee at the times, and in accordance with the method agreed, with the Supplier (even if connection has not taken place and any or all of the Services have not been provided). Time of payment of the Subscription Fee shall be of the essence.
4.2 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
4.2.1 cancel the Contract; and/or
4.2.2 cease providing all or part of the Services; and/or
4.2.3 charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of twenty per cent above the AIB Bank base rate from time to time.
5. Warranties and Liability
THE CUSTOMER'S ATTENTION IS DRAWN TO THE PROVISIONS OF THIS CLAUSE 5.
5.1 Except as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
5.2 Where the Services are supplied under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by the terms of these Conditions.
5.3 Given the fact that the Supplier has no control whatsoever over and in respect of the information on the Internet, the Supplier expressly excludes any warranties relating to the accuracy, integrity or authentification of such information or any files or data exchanged via the Internet.
5.4 The following provisions set out the Supplier's entire liability (including any liability for the acts and/or omissions of its employees, agents or sub?contractors) to the Customer in respect of:
5.4.1 any breach of its contractual obligations arising under these Conditions or the Contract; and
5.4.2 any representation, statement or tortious act or omission, including negligence, arising out of or in connection with these Conditions or the Contract.
5.5 Any act or omission on the part of the Supplier or its employees, agents or sub?contractors falling within Clause 5.4 above or any liability arising out of Clause 5.7 below shall, for the purposes of this Clause 5, be known as an `Event of Default'.
5.6 The Supplier's liability to the Customer for death or injury resulting from its own or its employees', agents' or sub?contractors' negligence shall not be limited.
5.7 Subject to the limits set out in Clause 5.8 below, the Supplier shall accept liability to the Customer in respect of damage to the tangible property of the Customer resulting from the negligence of the Supplier, its employees, agents or sub?contractors.
5.8 Subject to the provisions of Clause 5.6 above, the Supplier's entire liability in respect of any Event of Default shall be limited to damages of an amount equal to £1000.00.
5.9 Subject to Clause 5.6 above, the Supplier shall not be liable to the Customer in respect of any Event of Default for loss of profits, goodwill or any type of special, indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Supplier had been advised of the possibility of the Customer incurring the same.
5.10 If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under these Conditions and/or the Contract.
5.11 The Customer agrees to afford the Supplier not less than 90 days in which to remedy any Event of Default.
5.12 Except in the case of an Event of Default arising under Clause 5.6 above, the Supplier shall have no liability to the Customer in respect of any Event of Default unless the Customer shall have served notice of the same upon the Supplier within one month of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware, whichever is the earlier.
5.13 The Supplier shall not be liable for any loss (whether direct or indirect) to the Customer, whether of data or otherwise, caused by any delay, deterioration or interruption in the provision of the Services.
5.14 If any claim is made against the Supplier in respect of:
5.14.1 the use or misuse of the Services by the Customer; and/or
5.14.2 the use or misuse of the Hardware by the Customer; and/or
5.14.3 any breach of these Conditions and/or the Contract by the Customer; and/or
5.14.4 any damage caused to any Satellite as a result of an act or omission of the Customer; and/or
5.14.5 an act or omission of the Customer that has led to the degradation and/or interruption in the provision of services to the Supplier's other customers; and/or
5.14.6 any matter arising out of or in connection with its Contract with the Customer then the Customer shall fully indemnify and hold harmless the Supplier against all losses, damages, costs and expenses awarded against, or incurred by, the Supplier in connection with the claim or paid, or agreed to be paid, by the Supplier in settlement of the claim.
5.15 The Customer shall assist the Supplier (free of charge) for the purposes of any such proceedings and/or negotiations envisaged by Clause 5.14 above.
5.16 The Customer undertakes that it will take out and keep in force throughout the term of these Conditions and the Contract an insurance policy with a reputable insurance company that insures it against all of the liabilities set out in this Clause. The Customer also undertakes that it shall pay in full all premiums payable under the policy and shall not do or omit to do anything that may invalidate all or any part of the policy. The Supplier shall be entitled to request a copy of the relevant insurance policy at any time together with proof that the premiums have been paid to date.
5.17 Due to the nature of the Services, the Supplier cannot and does not warrant that they shall be interruption-free or free from defects and, accordingly, shall not be liable for any losses, damages, costs or expenses incurred by the Customer as a result of any defect in, or interruption (of whatever duration) to, the Services.
5.18 The Supplier does not warrant that the Licensed Programs shall run uninterrupted or that they are free from defects and, accordingly, shall not be liable for any losses, damages, costs or expenses (whether direct or indirect) incurred by the Customer as a result of any defect in, or interruption (of whatever duration) to, the Licensed Programs.
5.19 The Supplier does not warrant that the Licensed Programs will operate with Hardware and/or software not provided by it.
5.20 Nothing in this Clause 5 shall confer any right or remedy upon the Customer to which it would not otherwise be entitled.
6. Undertakings by the Customer
6.1 The Customer undertakes that it:-
6.1.1 will not use the Services for any application which, in the Supplier's opinion, results in an unreasonable demand on the Bandwidth;
6.1.2 will not use the Services to block mail e-mail accounts or newsgroups with information;
6.1.3 will not transmit any electronic material (including viruses) through the Services which cause or may cause detriment or harm, in any degree, to computer systems owned by the Supplier or other Internet users;
6.1.4 will not (either itself or through others) use the Services (or the Supplier's Network) to receive or transmit material which is in violation of any law or regulation or which is obscene, threatening, menacing, offensive, defamatory, in breach of confidence, in breach of any intellectual property right (including copyright) or otherwise unlawful. The Supplier reserves the right to interrupt the Services at any time if it believes that the Customer is, has or intends, breaching this Clause;
6.1.5 will, as the registered user of the Account, keep the user-name and password secure and not let them become public knowledge;
6.1.6 will not allow simultaneous access using the same log-in;
6.1.7 will inform the Supplier immediately if the Password becomes known to an unauthorised person;
6.1.8 will, for the purposes of accessing and utilising the Services, only use Hardware previously approved of in writing by the Supplier and will not allow any alteration, adjustment, modification, repair or amendment to be made to any Hardware so authorised without the prior approval of the Supplier in writing. FAILURE TO COMPLY WITH THIS CLAUSE WILL AFFECT OTHER CUSTOMERS OF THE SUPPLIER;
6.1.9 will only allow Hardware to be installed by a person or entity previously approved of in writing by the Supplier;
6.1.10 will obtain and keep in force throughout the term of these Conditions and the Contract, all permits, consents, approvals, licences and authorisations required by virtue of it utilising the Hardware;
6.1.11 will, throughout the term of these Conditions and the Contract, comply in full with all legal requirements relating to the utilisation of the Hardware by it;
6.1.12 will obtain and keep in force throughout the term of these Conditions and the Contract, all permits, consents, approvals, licences and authorisations required by virtue of it accessing and utilising the Services;
6.1.13 will, throughout the term of these Conditions and the Contract, comply in full with all legal requirements relating to the accessing and utilisation of the Services by it;
6.1.14 will contact the Channel Provider to subscribe if viewing a channel that is subject to a subscription fee; and
6.1.15 is at least 18 years old both at the date of agreeing to these Conditions and entering into the Contract.
7. Data Protection
7.1 The Supplier shall be entitled to place any information provided by the Customer in a computerised directory. Unless the Customer ticks the Data Protection box at the end of these Conditions, the Supplier shall be entitled to pass on the Customer's personal details to other companies and those other companies shall be entitled to use the details passed on for the purposes of marketing and marketing research.
8. The Licensed Programs
8.1 The Licensed Programs and any trademarks or copyrights in and pertaining to them, together with any accompanying printed material and copies thereof, are owned by the person or legal entity stated as being the owner on the Licensed Program. The Customer undertakes that it will use the Licensed Programs in accordance with their terms and conditions and that it shall fully indemnify and hold harmless the Supplier in respect of any breach of those terms and conditions.
8.2 The Licensed Programs are protected by Copyright and Trademark Laws and International Treaty Provisions. No title, right or interest in or to any trademark, service mark, logo or trade name is granted by these Conditions.
9. Password
9.1 The Supplier reserves the right to change the Customer's Password, User ID and/or e-mail address at any time and for any reason whatsoever.
10. Other Networks
10.1 If the Customer uses the Services to link into other Networks then the Customer undertakes that it will abide by the relevant Network's Use Policies. The Customer shall fully indemnify and hold harmless the Supplier against all losses, damages, costs and expenses (whether direct or indirect) awarded against, or incurred by, the Supplier as a result of the Customer not complying with the relevant Network's Use Policies.
10.2 The Supplier reserves the right to change the identity of the Network Provider at any time.
11. Maintenance and Repairs
11.1 The Supplier reserves the right to shut-down the Network or any part thereof at any time in order to carry out repair and maintenance work. The Supplier shall take reasonable steps to inform the Customer of such shut-downs but shall not be liable if it does not do so.
12. Force Majeure
12.1 The Supplier shall not be liable to the Customer or be deemed to be in breach of these Conditions and/or the Contract by reason of any delay in performing, or any failure to perform, any of it's obligations, if the delay or failure was due to any cause beyond the Supplier's reasonable control. Causes beyond the Supplier's reasonable control shall include, but not be limited to, the following:
12.1.1 Act of God, lightning, highly degraded weather conditions, solar interference, explosion, flood, tempest, fire or accident;
12.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
12.1.3 acts, omissions, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary, local or other authority or public telephone operators;
12.1.4 import or export regulations or embargoes;
12.1.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Supplier or of a third party);
12.1.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
12.1.7 power failure or breakdown in machinery.
12.2 If severe weather is forecast then the Supplier reserves the right to interrupt the Services for such period as is necessary.
13. Confidentiality
13.1 The Customer undertakes to keep confidential at all times all information (whether written or oral) that it shall have received concerning the business and/or affairs of the Supplier as a result of the discussions leading up to or the entering into of these Conditions and/or the Contract save that which is:
13.1.1 trivial or obvious;
13.1.2 required to be disclosed by virtue of a court order or statutory obligation;
13.1.3 already in its possession other than as a result of a breach of this Clause; or
13.1.4 in the public domain other than as a result of a breach of this Clause.
13.2 The Customer undertakes to enter into contracts of confidentiality with its employees, agents and sub?contractors in order to ensure compliance with the provisions of Clause 13.1 above
14. Duration and Termination
14.1 These Conditions and the Contract shall come into force on the date set out in the Application Form ("the Commencement Date") notwithstanding the fact that the Services may not be being supplied as at that date. The Supplier shall be entitled to terminate the Contract and these Conditions at any time after the Commencement Date upon giving one months notice to the Customer. The Customer may terminate the Contract and these Conditions within one month of the Commencement Date upon giving one months notice in writing to the Supplier. After the expiration of one month from the Commencement Date the Customer may terminate the Contract and these Conditions after the expiry of twelve months from the Commencement Date by giving three months notice in writing to the Supplier. In the event that the Customer terminates the Contract, it shall not be entitled to a refund or rebate of all or any part of the Subscription Fee.
14.2 The Supplier shall be entitled to terminate the Contract without notice if:
14.2.1 the Customer commits a breach of any of the provisions of these Conditions or the Contract;
14.2.2 an encumbrancer takes possession or a receiver is appointed over any of the property or assets of the Customer;
14.2.3 the Customer makes a voluntary arrangement with its creditors or becomes subject to an administration order;
14.2.4 the Customer goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the Supplier resulting from the re-organisation effectively agrees to be bound by or to assume the obligations imposed on the Customer under the Contract); or
14.2.5 the customer ceases, or threatens to cease, to carry on business.
14.3 Any waiver by the Supplier of a breach of any provision of these Conditions or the Contract shall not be considered as a waiver of any subsequent breach of the same or any other provision.
14.4 The rights to terminate these Conditions and/or the Contract given by this Clause shall not prejudice any other right or remedy of the Supplier in respect of the breach concerned (if any) or any other breach.
14.5 Upon the termination of these Conditions or the Contract for any reason and subject as otherwise provided in the Contract or these Conditions and to any rights or obligations which have accrued prior to termination, the Supplier shall not have any further obligation to the Customer.
14.6 Upon the termination of these Conditions or the Contract for any reason, the Customer shall not be entitled to claim any compensation whatsoever from the Supplier.
15. Nature of Agreement
15.1 The Supplier shall be entitled to:
15.1.1 perform any of its obligations; and/or
15.1.2 exercise any of the rights granted to it through any other company which at the relevant time is its holding company or subsidiary (as defined by section 736 of the Companies Act 1985) or the subsidiary of any such holding company, and any act or omission of any such company shall be deemed to be the act or omission of the Supplier.
15.2 The Supplier shall be entitled to carry out any of its obligations through agents or sub-contractors.
15.3 The Customer may not, without the prior written consent of the Supplier, sell, assign, mortgage, charge or dispose of any of its rights hereunder or sub-contract or otherwise delegate any of its obligations. The Supplier may sell, assign, mortgage, charge or dispose of any of its rights hereunder.
15.4 The Customer acknowledges that in entering into these Conditions and the Contract it does not do so on the basis of, or rely on, any representation, warranty or other provision except as expressly provided in these Conditions or the Contract and, accordingly, all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. The Customer accepts that the Supplier's employees, sub-contractors and agents are not authorised to make any representation(s) concerning the Services unless those representations are confirmed by a Director of the Supplier in writing. The Customer undertakes that it will not rely on, and accordingly waives any claim for breach of, any representation(s) which are not confirmed by a Director of the Supplier in writing.
15.5 . These Conditions and the Contract comprise the entire understanding between the parties regarding the provision of the Services and supersede all prior, written and oral understandings relating thereto. The Supplier reserves the right to amend these Conditions and the Contract at anytime. The Customer shall only be entitled to amend these Conditions and/or the Contract if the prior written consent of the Supplier is obtained. Amendments by the Customer shall only be valid if they are in writing and have been signed by a Director of the Supplier.
15.6 If any provision of these Conditions and/or the Contract is held by any Court or other competent authority to be void or unenforceable in whole or part, the other provisions of these Conditions and/or the Contract and the remainder of the affected provisions shall continue to be valid.
15.7 These Conditions and the Contract shall be governed by and construed in all respects in accordance with the laws of England and the parties hereto submit to the exclusive jurisdiction of the English Law Courts.
16. Notices
16.1 Any notice or other information required or authorised by these Conditions or the Contract to be given by either party to the other must be sent by first class registered post to the other party.
Copyright © Rapidnet Limited. All rights reserved.
Rapid Sat ONE WAY
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS BEFORE SIGNING UP TO RAPIDSAT.
1. Interpretation
1.1 In these Conditions:
"Account" means the account granted to the Customer by the Supplier pursuant to the Contract.
"Application Form" means the Application Form completed by the Customer.
"Conditions" means the terms and conditions set out in this document together with any amendments made thereto by the Supplier.
"Contract" means the contract for the supply of the Services.
"Customer" means the person to whom the Services are provided and whose name is set out in the Application Form.
"Hardware" means the equipment necessary for the Customer to access and utilise the Services.
"Licensed Programs" means the software programs necessary for the Customer to access and utilise the Services.
"Password" means the password provided to the Customer by the Supplier.
"Services" means the services supplied to the Customer by the Supplier pursuant to the Contract.
"Supplier" means Rapidnet Limited.
"Subscription Fee" means the payments made by the Customer for the provision of the Services.
"Writing" means first class registered post.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Supply of the Services
2.1 The Supplier shall take all reasonable steps to provide the Services in accordance with these Conditions and the Contract. Notwithstanding this, the Supplier shall not be liable if the Services are not provided in accordance with these Conditions or the Contract.
2.2 The Supplier reserves the right to interrupt the provision of the Services at any time. Notwithstanding this, the Supplier shall endeavour to keep interruptions to a minimum.
3. Subscription Fee
3.1 The Subscription Fee shall be as set out in the Application Form.
3.2 The Supplier reserves the right to amend the Subscription Fee at any time.
3.3 The Subscription Fee is exclusive of any applicable value added tax.
4. Terms of Payment
4.1 The Customer shall pay the Subscription Fee at the times, and in accordance with the method agreed, with the Supplier (even if connection has not taken place and any or all of the Services have not been provided). Time of payment of the Subscription Fee shall be of the essence.
4.2 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
4.2.1 cancel the Contract; and/or
4.2.2 cease providing all or part of the Services; and/or
4.2.3 charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of twenty per cent above the AIB Bank base rate from time to time.
5. Warranties and Liability
THE CUSTOMER'S ATTENTION IS DRAWN TO THE PROVISIONS OF THIS CLAUSE 5.
5.1 Except as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
5.2 Where the Services are supplied under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by the terms of these Conditions.
5.3 Given the fact that the Supplier has no control whatsoever over and in respect of the information on the Internet, the Supplier expressly excludes any warranties relating to the accuracy, integrity or authentification of such information or any files or data exchanged via the Internet.
5.4 The following provisions set out the Supplier's entire liability (including any liability for the acts and/or omissions of its employees, agents or sub contractors) to the Customer in respect of:
5.4.1 any breach of its contractual obligations arising under these Conditions or the Contract; and
5.4.2 any representation, statement or tortious act or omission, including negligence, arising out of or in connection with these Conditions or the Contract.
5.5 Any act or omission on the part of the Supplier or its employees, agents or sub?contractors falling within Clause 5.4 above or any liability arising out of Clause 5.7 below shall, for the purposes of this Clause 5, be known as an `Event of Default'.
5.6 The Supplier's liability to the Customer for death or injury resulting from its own or its employees', agents' or sub?contractors' negligence shall not be limited.
5.7 Subject to the limits set out in Clause 5.8 below, the Supplier shall accept liability to the Customer in respect of damage to the tangible property of the Customer resulting from the negligence of the Supplier, its employees, agents or sub?contractors.
5.8 Subject to the provisions of Clause 5.6 above, the Supplier's entire liability in respect of any Event of Default shall be limited to damages of an amount equal to £1000.00.
5.9 Subject to Clause 5.6 above, the Supplier shall not be liable to the Customer in respect of any Event of Default for loss of profits, goodwill or any type of special, indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Supplier had been advised of the possibility of the Customer incurring the same.
5.10 If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under these Conditions.
5.11 The Customer agrees to afford the Supplier not less than 90 days in which to remedy any Event of Default.
5.12 Except in the case of an Event of Default arising under Clause 5.6 above, the Supplier shall have no liability to the Customer in respect of any Event of Default unless the Customer shall have served notice of the same upon the Supplier within one month of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware, whichever is the earlier.
5.13 Nothing in this Clause 5 shall confer any right or remedy upon the Customer to which it would not otherwise be entitled.
5.14 The Supplier shall not be liable for any loss (whether direct or indirect) to the Customer, whether of data or otherwise, caused by any delay, deterioration or interruption in the provision of the Services.
5.15 If any claim is made against the Supplier in respect of:
5.15.1 the use or misuse of the Services by the Customer; and/or
5.15.2 the use or misuse of the Hardware by the Customer; and/or
5.15.3 any breach of these Conditions and/or the Contract by the Customer; and/or
5.15.4 any damage caused to any Satellite as a result of an act or omission of the Customer; and/or
5.15.5 an act or omission of the Customer that has led to the degradation and/or interruption in the provision of services to the Supplier's other customers; and/or
5.15.6 any matter arising out of or in connection with its Contract with the Customer then the Customer shall fully indemnify and hold harmless the Supplier against all losses, damages, costs and expenses awarded against, or incurred by, the Supplier in connection with the claim or paid, or agreed to be paid, by the Supplier in settlement of the claim.
5.16 The Customer shall assist the Supplier (free of charge) for the purposes of any such proceedings and/or negotiations envisaged by Clause 5.15 above.
5.17 The Customer undertakes that it will take out and keep in force throughout the term of these Conditions and the Contract an insurance policy with a reputable insurance company that insures it against all of the liabilities set out in this Clause. The Customer also undertakes that it shall pay in full all premiums payable under the policy and shall not do or omit to do anything that may invalidate all or any part of the policy. The Supplier shall be entitled to request a copy of the relevant insurance policy at any time together with proof that the premiums have been paid to date.
5.18 Due to the nature of the Services, the Supplier cannot and does not warrant that they shall be interruption-free or free from defects and, accordingly, shall not be liable for any losses, damages, costs or expenses incurred by the Customer as a result of any defect in, or interruption (of whatever duration) to, the Services.
5.19 The Supplier does not warrant that the Licensed Programs shall run uninterrupted or that they are free from defects and, accordingly, shall not be liable for any losses, damages, costs or expenses (whether direct or indirect) incurred by the Customer as a result of any defect in, or interruption (of whatever duration) to, the Licensed Programs.
5.20 The Supplier does not warrant that the Licensed Programs will operate with Hardware and/or software not provided by it.
6. Undertakings by the Customer
6.1 The Customer undertakes that it:-
6.1.1 will not use the Services for any application which, in the Supplier's opinion, results in an unreasonable demand on the Bandwidth;
6.1.2 will not use the Services to block mail e-mail accounts or newsgroups with information;
6.1.3 will not transmit any electronic material (including viruses) through the Services which cause or may cause detriment or harm, in any degree, to computer systems owned by the Supplier or other Internet users;
6.1.4 will not (either itself or through others) use the Services (or the Supplier's Network) to receive or transmit material which is in violation of any law or regulation or which is obscene, threatening, menacing, offensive, defamatory, in breach of confidence, in breach of any intellectual property right (including copyright) or otherwise unlawful. The Supplier reserves the right to interrupt the Services at any time if it believes that the Customer is, has or intends, breaching this Clause;
6.1.5 will, as the registered user of the Account, keep the user-name and password secure and not let them become public knowledge;
6.1.6 will not allow simultaneous access using the same log-in;
6.1.7 will inform the Supplier immediately if the Password becomes known to an unauthorised person;
6.1.8 will, for the purposes of accessing and utilising the Services, only use Hardware previously approved of in writing by the Supplier and will not allow any alteration, adjustment, modification, repair or amendment to be made to any Hardware so authorised without the prior approval of the Supplier in writing. FAILURE TO COMPLY WITH THIS CLAUSE WILL AFFECT OTHER CUSTOMERS OF THE SUPPLIER;
6.1.9 will only allow Hardware to be installed by a person or entity previously approved of in writing by the Supplier;
6.1.10 will obtain and keep in force throughout the term of these Conditions and the Contract, all permits, consents, approvals, licences and authorisations required by virtue of it utilising the Hardware;
6.1.11 will, throughout the term of these Conditions and the Contract, comply in full with all legal requirements relating to the utilisation of the Hardware by it;
6.1.12 will obtain and keep in force throughout the term of these Conditions and the Contract, all permits, consents, approvals, licences and authorisations required by virtue of it accessing and utilising the Services;
6.1.13 will, throughout the term of these Conditions and the Contract, comply in full with all legal requirements relating to the accessing and utilisation of the Services by it;
6.1.14 will contact the Channel Provider to subscribe if viewing a channel that is subject to a subscription fee; and
6.1.15 is at least 18 years old both at the date of agreeing to these Conditions and entering into the Contract.
7. Data Protection
7.1 The Supplier shall be entitled to place any information provided by the Customer in a computerised directory. The Customer agrees to the Supplier passing on its personal details to other companies and to those other companies using the details passed on for the purposes of marketing and marketing research.
8. The Licensed Programs
8.1 The Licensed Programs and any trademarks or copyrights in and pertaining to them, together with any accompanying printed material and copies thereof, are owned by the person or legal entity stated as being the owner on the Licensed Program. The Customer undertakes that it will use the Licensed Programs in accordance with their terms and conditions and that it shall fully indemnify and hold harmless the Supplier in respect of any breach of those terms and conditions.
8.2 The Licensed Programs are protected by Copyright and Trademark Laws and International Treaty Provisions. No title, right or interest in or to any trademark, service mark, logo or trade name is granted by these Terms and Conditions.
9. Password
9.1 The Supplier reserves the right to change the Customer's Password, User ID and/or e-mail address at any time and for any reason whatsoever.
10. Other Networks
10.1 If the Customer uses the Services to link into other Networks then the Customer undertakes that it will abide by the relevant Network's Use Policies. The Customer shall fully indemnify and hold harmless the Supplier against all losses, damages, costs and expenses (whether direct or indirect) awarded against, or incurred by, the Supplier as a result of the Customer not complying with the relevant Network's Use Policies.
10.2 The Supplier reserves the right to change the identity of the Network Provider at any time.
11. Maintenance and Repairs
11.1 The Supplier reserves the right to shut-down the Network or any part thereof at any time in order to carry out repair and maintenance work. The Supplier shall take reasonable steps to inform the Customer of such shut-downs but shall not be liable if it does not do so.
12. Force Majeure
12.1 The Supplier shall not be liable to the Customer or be deemed to be in breach of these Conditions and/or the Contract by reason of any delay in performing, or any failure to perform, any of it's obligations, if the delay or failure was due to any cause beyond the Supplier's reasonable control. Causes beyond the Supplier's reasonable control shall include, but not be limited to, the following:
12.1.1 Act of God, lightning, highly degraded weather conditions, solar interference, explosion, flood, tempest, fire or accident;
12.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
12.1.3 acts, omissions, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary, local or other authority or public telephone operators;
12.1.4 import or export regulations or embargoes;
12.1.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Supplier or of a third party);
12.1.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
12.1.7 power failure or breakdown in machinery.
12.2 If severe weather is forecast then the Supplier reserves the right to interrupt the Services for such period as is necessary.
13. Confidentiality
13.1 The Customer undertakes to keep confidential at all times all information (whether written or oral) that it shall have received concerning the business and/or affairs of the Supplier as a result of the discussions leading up to or the entering into of these Conditions and/or the Contract save that which is:
13.1.1 trivial or obvious;
13.1.2 required to be disclosed by virtue of a court order or statutory obligation;
13.1.3 already in its possession other than as a result of a breach of this Clause; or
13.1.4 in the public domain other than as a result of a breach of this Clause.
13.2 The Customer undertakes to enter into contracts of confidentiality with its employees, agents and sub?contractors in order to ensure compliance with the provisions of Clause 13.1 above
14. Duration and Termination
14.1 These Conditions and the Contract shall come into force on the date set out in the Application Form ("the Commencement Date") notwithstanding the fact that the Services may not be being supplied as at that date. The Supplier shall be entitled to terminate the Contract and these Conditions at any time after the Commencement Date upon giving one months notice to the Customer. The Customer shall be entitled to terminate the Contract and these Conditions at any time after the expiry of eighteen months from the Commencement Date by giving three months notice in Writing to the Supplier. In the event that the Customer terminates the Contract, it shall not be entitled to a refund or rebate of all or any part of the Subscription Fee.
14.2 The Supplier shall be entitled to terminate the Contract without notice if:
14.2.1 the Customer commits a breach of any of the provisions of these Conditions or the Contract;
14.2.2 an encumbrancer takes possession or a receiver is appointed over any of the property or assets of the Customer;
14.2.3 the Customer makes a voluntary arrangement with its creditors or becomes subject to an administration order;
14.2.4 the Customer goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the Supplier resulting from the re-organisation effectively agrees to be bound by or to assume the obligations imposed on the Customer under the Contract); or
14.2.5 the customer ceases, or threatens to cease, to carry on business.
14.3 Any waiver by the Supplier of a breach of any provision of these Conditions or the Contract shall not be considered as a waiver of any subsequent breach of the same or any other provision.
14.4 The rights to terminate these Conditions and/or the Contract given by this Clause shall not prejudice any other right or remedy of the Supplier in respect of the breach concerned (if any) or any other breach.
14.5 Upon the termination of these Conditions or the Contract for any reason and subject as otherwise provided in the Contract or these Conditions and to any rights or obligations which have accrued prior to termination, the Supplier shall not have any further obligation to the Customer.
14.6 Upon the termination of these Conditions or the Contract for any reason, the Customer shall not be entitled to claim any compensation whatsoever from the Supplier.
15. Nature of Agreement
15.1 The Supplier shall be entitled to:
15.1.1 perform any of its obligations; and/or
15.1.2 exercise any of the rights granted to it through any other company which at the relevant time is its holding company or subsidiary (as defined by section 736 of the Companies Act 1985) or the subsidiary of any such holding company, and any act or omission of any such company shall be deemed to be the act or omission of the Supplier.
15.2 The Supplier shall be entitled to carry out any of its obligations through agents or sub-contractors.
15.3 The Customer may not, without the prior written consent of the Supplier, sell, assign, mortgage, charge or dispose of any of its rights hereunder or sub-contract or otherwise delegate any of its obligations. The Supplier may sell, assign, mortgage, charge or dispose of any of its rights hereunder.
15.4 The Customer acknowledges that in entering into these Conditions and the Contract it does not do so on the basis of, or rely on, any representation, warranty or other provision except as expressly provided in these Conditions or the Contract and, accordingly, all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. The Customer accepts that the Supplier's employees, sub-contractors and agents are not authorised to make any representation(s) concerning the Services unless those representations are confirmed by a Director of the Supplier in Writing. The Customer undertakes that it will not rely on, and accordingly waives any claim for breach of, any representation(s) which are not confirmed by a Director of the Supplier in Writing.
15.5 These Conditions and the Contract comprise the entire understanding between the parties regarding the provision of the Services and supersede all prior, written and oral understandings relating thereto. The Supplier reserves the right to amend these Conditions and the Contract at anytime. The Customer shall only be entitled to amend these Conditions and/or the Contract if the prior, written consent of the Supplier is obtained. Amendments by the Customer shall only be valid if they are in writing and have been signed by a Director of the Supplier.
15.6 If any provision of these Conditions and/or the Contract is held by any Court or other competent authority to be void or unenforceable in whole or part, the other provisions of these Conditions and/or the Contract and the remainder of the affected provisions shall continue to be valid.
15.7 These Conditions and the Contract shall be governed by and construed in all respects in accordance with the laws of England and the parties hereto submit to the exclusive jurisdiction of the English Law Courts.
16. Notices
16.1 Any notice or other information required or authorised by these Conditions or the Contract to be given by either party to the other must be sent by first class registered post to the other party.
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