Terms and Conditions

Terms and Conditions

Terms and Conditions
These are the Terms & Conditions (“Conditions”) of DNDHelp.com (hereinafter referred to as the “Company”) which shall apply to ALL Goods and Services provided by the Company to the Customer and supersedes any other Terms and Conditions set out in any other fee or other Agreement between the parties.

1. Definitions

In these Conditions entered into by the Customer of the Company the following terms shall have the following meanings and effect:

“The Customer” - means the company, firm or individual who purchases or agrees to purchase Goods and/or Services from the Company.

“Charges or Basic Charges” - means the Company’s charges for the provision of and/or in connection with Goods and the Services and/or other work carried out at the Customer’s request in accordance with the Company’s charging rates from time to time applying.

“The Company” - includes, its successors and assigns.

“Disbursements” - means the payment by the Company of any expenses or fees on the Customer’s behalf including without prejudice to the generality of the foregoing all out of pocket expenses, search fees, costs of consumable items, licence fees materials and parts or other payments made on the Customer’s behalf

“Lien” - means the Company’s right to keep all Goods, papers, documents, money or other property held on the Customer’s behalf until such time as all monies due under this Agreement are paid in full. A Lien may be applied after any Agreement ends.

“Liability Whatsoever” - includes without prejudice to the generality of the expression all liability in tort, contract, breach of representation or implied warranty or condition or such other duties at common law including liabilities for direct, indirect or consequential losses of whatever nature and howsoever caused or arising. The term shall not apply to liabilities for death or personal injury.

“Goods” - means all machines, equipment, printers, parts, consumables and related telecom products provided by the Company to the customer.

“Payment Terms” - means the payment terms set out in the quotation, advice note or written Agreement, Schedule, letter of engagement or other periodical update of fees notified by the Company to the Customer in writing from time to time.

“Confidential Information” - means as defined in clause 7.1 but shall include and will not be limited to all information which is not publicly known including the business, finance, technology, trade secrets and other commercially sensitive information of either party regardless of its nature.

“Price” - means the price for the provision of the Goods and/or Services as set out in the Schedule, Quotation, Agreement or other written document as otherwise provided by the Company to the Customer in writing.

“Rate(s)” - means the rate(s) for the time being applicable as notified by the Company to the Customer from time to time in any letter, Schedule, Agreement or otherwise notified to the client from time to time in writing in respect of the Services.

“Services” - means the sale, design, Repairing, cleaning maintaining and Servicing of telecoms Goods and Equipment and related Services provided to the Customer. “Website Provisions” - means the provisions set out in clause 20 which will apply to all Services including those specifically obtained via the internet or any company website.


2. The Services

2.1 The Company agrees to undertake and use their reasonable endeavours to carry out the specific instructions of the Customer as set out in the Schedule/Agreement hereto or otherwise set out in writing by the Customer to the Company from time to time including electronic orders and accepted by the Company in writing upon these Terms & Conditions only which shall prevail over any other Terms & Conditions set out in any document from the Customer.

2.2 The Company shall take all reasonable steps to complete the Services within the time scales intimated by the Company to the Customer, however, time shall not be of the essence in respect of any Agreement or any of the Services or part of the Services thereof provided by the Company and the Company shall not be liable for any liability whatsoever either directly or indirectly attributable from the result of the late delivery of any Goods, Services or document.

2.3 The Customer shall be solely responsible for ensuring the full and correct identification of the Services confirming that it complies with their requirements and is correct in all respects. Any delivery times given are an estimate only and time shall not be of the essence in respect of any part of the Services.

2.4 Where the Customer requires the Company to provide any additional Services or to carry out further work or duties not ordinarily carried out by the Company and/or not set out in written quotation or advice note the parties shall enter into a separate agreement in respect of the same and the Company will be under no obligation in respect of such further work until such time as the further agreement is signed on behalf of both parties and the appropriate sum due paid in advance.

2.5 The Company shall be entitled to determine the manner of delivery and/or the performance of any of the Services at their sole discretion. The Company reserve the right not to accept Orders in their absolute discretion.

2.6 All descriptions of Goods are approximate only and the Company reserves the right to replace any product or Goods quoted with a similarly equipped model at their sole discretion. If any Goods are unavailable and a substitute product is suggested the Customer has the right to withdraw their Order without liability.

2.7 The provision of the Services is subject to the available research and technical information available and subject to provision of proprietary information from third parties including vendors, manufacturers and developers. Although the Company will use its reasonable endeavours to resolve any technical problems and carry out the Services in a timely and efficient manner, the client accepts that the Company may not be able to resolve all technical difficulty because of this third party information requirement. Should there be a fault with goods within 12 months of sale the Company will repair or replace (at their sole discretion) such items free of charge (fair wear and tear excepted).

2.8 All Services provided via the company’s website are subject to the Website Provisions.

2.9 The Customer has the right to cancel any Order prior to dispatch of Goods without penalty.

3. Charges and Expenses

In consideration for the Company carrying out the Services and/or providing the Goods the Client shall pay to the Company the full price for the Goods and/or Services at the Rate(s) as set out in the quotation or the schedule hereto or in the latest served letter of engagement, Agreement or other notification given by the Company to the Customer and which shall be invoiced to the Customer in accordance with these Terms & Conditions of Business. Such invoice shall be payable without set off or deduction of any kind whatsoever in cleared funds including payment, card payments, PayPal payments etc. in advance of the provision of the Services and Goods.

In respect of any additional Services or Goods, the Customer shall pay to the Company the amount of the Basic Charges without deduction or set off at the time of order by the Customer to the Company by payment card or other form of cleared funds. No Orders will be accepted unless payment is fully authorised by the card issuer.

For all invoices issued by the Company where credit terms are agreed in writing in advance, the Customer shall discharge in cleared funds all invoices submitted by the Company within seven days of issue of the same.

Any payments made by cheque shall not be deemed to have been made until the cheque has been honoured by the drawer’s bank and cleared in the Company’s bank account.

Failure to pay the price for any Services or Goods or part thereof supplied or any part of the price or any monies payable by the Customer to the Company in accordance with these Conditions will entitle the Company without prejudice to the Company’s other rights or remedies to refuse to make delivery of any further Services or Goods under this Agreement or under any other agreement without incurring any liability whatsoever to the Customer.

Payments received by the Company shall be applied first in settlement to any charge to interest or other cost or expense howsoever invoiced or incurred by the Company and thereafter in settling the purchase price or principal sum(s) due to the Company.

VAT or such other similar governmental tax or imposition at the applicable rate will be applied for all work carried out and will be paid in addition to the Charges as set out in the Schedule or any Agreement or other written notification given by the Company.

Any quotation issued by the Company is based on the cost then obtaining of materials, labour, transport and/or other charges and such price(s) quoted are subject to a fair adjustment reflecting changes in the cost of the same incurred by the Company during the period between quotation and delivery of the Goods and/or Services and the Company reserves the right to make additional charges for the same.

All photographs, catalogues, drawings or documents produced by the Company as part of the Services shall remain the property of the Company until paid for in full.

4. Term & Termination

4.1 These Terms & Conditions of Business shall continue in force until completion of the Services unless the Agreement is terminated.

4.2 The Company may terminate all Agreements with the Customer at any time by twenty-eight days notice in writing to the Customer without having to give reasons and without being liable for any liability whatsoever occasioned by the Customer in respect thereof howsoever arising.

4.3 Termination of this Agreement and these Terms & Conditions howsoever occasioned shall be without prejudice to any of the rights or remedies of the Company nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to continue in force on or after such termination.

5. Confidentiality

5.1 “Confidential Information” shall mean all information disclosed by one party to the other including without limitation in any written document disclosed to or obtained by one party from the other or a third party and shall include but shall not be limited to information of any products, prices, charges, all Agreements, these Terms & Conditions of Business, financial matters, prices or rates and any document appended thereto and all information relating to the parties’ operations, processes, plans, intentions, products, information, know-how, designs, trade secrets, market opportunities, customers and business affairs.

5.2 Each party will take all proper steps to keep confidential all Confidential Information of the other which is disclosed to or obtained by it pursuant to these Terms and/or any related Agreement and will not divulge the same to any third party except to the extent that such confidential information becomes public through no fault of that party.

5.3 Notwithstanding the termination or expiry of this Agreement for whatever reason these obligations and restrictions shall continue after termination of the said Agreement.

5.4 Each party agrees to keep the existence of and the nature of any Agreement and the provisions of these Terms & Conditions confidential and not to use the same with any other party in any publicity, advertisement or other disclosure with regard to this Agreement or these Terms without the prior written consent of the other party.

5.5 Nothing in this Clause shall prevent the Company from exploiting any drawings, inventions or software or other product or service that it develops during the term of the Agreement with the Customer and all moral and intellectual property rights in such material shall remain solely vested in the Company.

6. Indemnity

6.1 The Customer shall indemnify the Company fully against any losses, liabilities, costs or expenses which the Company may incur as a result of any work done in accordance with the Customer’s express specifications which involves or results in any infringement of any third party right, breach of any statute, bye-law or which in any other respect causes the Company to be liable to any third party or any government authority in respect of any breach of statutory duty, tort or breach of contract or such other claim incurred as a result of information or requests made by the Customer to the Company.

6.2 The Customer undertakes that it will indemnify the Company in respect of all proceedings, costs, expenses, liabilities or damage arising out of the breach or negligent performance or failing of performance by the Customer of the terms of these Terms & Conditions or any related Agreement or any letter of engagement or in respect of any act or omission of the Customer, its officers, employees, agents or sub-contractors.

6.3 No provision in these Terms & Conditions shall operate so as to exclude any liability of any of the parties in respect of a fraudulent misrepresentation made by that party to the other or to restrict or exclude any remedy which the other party may have in respect of fraudulent misrepresentation, personal injury or death.

7. Entire Agreement

7.1 These Terms & Conditions supersede all prior agreements, arrangements and undertakings between the parties and constitutes the entire Agreement between the parties relating to the subject matter of this Agreement and supersede or will replace any matters that conflict with these Terms & Conditions in any Agreement, Schedule or letter of engagement sent by the Company to the Customers.

8. Force Majeure

8.1 Notwithstanding anything else contained in this Agreement, the Company shall not be liable for any delay in performing its obligations under this Agreement nor for any losses in respect thereof if such delay is caused by circumstances beyond its reasonable control.

8.2 Without prejudice to the generality of the previous Clause, causes beyond the reasonable control of the Company will include:

8.2.1 acts of God, explosion, flood, lightening, tempest, fire or accident;

8.2.2 war, hostilities, invasion, act of foreign enemies;

8.2.3 rebellion, revolution, insurrection, military or usurped power or civil war; riots, civil commotion or disorder; acts, restrictions, regulations, bye-laws, refusals to grant licences or permissions, prohibitions or measures of any kind on the part of any governmental authority; Import or export regulations or embargoes Strike, lock-outs or other industrial actions or trade disputes of whatever nature whether or not involving employees of the Company or any third party; default of suppliers or sub-contractors for any reason whatsoever where such delay is beyond the reasonable control of the Company; incompleteness or inaccuracies of any technical, financial or other information or other information or obligations which are the responsibility of the Customer or any other third party; any failure, default, delay or non-performance of any act or omission of any nature whatsoever on the part of the Customer, its employees, agents, suppliers or sub-contractors.

9. Notices

9.1 All notices under these Terms & Conditions or under any Agreement shall be in writing and shall be deemed to have been duly given:

9.1.1 when delivered if delivered by hand during normal business hours;

9.1.2 when sent if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or on the second business day following mailing if mailed by national ordinary first class mail postage pre-paid.In each case, all notices must be addressed to the most recent address, e-mail address or facsimile number notified to the other party.

10. Sub-Contracting

10.1 The Company may perform any or all of its obligations under these Terms and Conditions and any and all part of the Services through agents or sub-contractors.