Purchase or Rental of Equipment and Services
Subject to the provisions of this Agreement, the Company shall sell and the Customer shall purchase the purchased Equipment, the Company shall let to the Customer and the Customer shall rent from the Company the rented Equipment, and the Company shall provide and the Customer shall purchase the Services.

The Company will connect and maintain the connection of the Pager(s) to the Network and the Company will use its reasonable endeavours to make the Services available to the Customer in the Coverage Area(s) throughout the continuance of this Agreement.

All prices and charges payable by the Customer are inclusive of value added tax .

The Company may from time to time, subject to any period during which charges are fixed as specified on the Order Form, increase any Periodic Charges or introduce new charges upon notice to the Customer not less than 7 days before the new charges are due to take effect.


Payment
The Customer shall pay the sum specified in the Order Form as payable with the order to the Company by cheque, or standing order. If the Company does not accept the order, all sums paid by the Customer will be returned or reimbursed. The Customer shall pay all Periodic Charges and other future charges in advance (unless otherwise specified by the Company) by standing order (or such other method as agreed in advance by the Company) within 15 days of the date of the amount becoming due. If the Customer elects to pay by some method other than by standing order, the Customer shall pay the Company's standard administration charge in advance.

Time of payment is of the essence in this Agreement. If the Customer fails to pay any sums on or before the due date, for any reason, interest will be chargeable at the rate of 2% above Barclay's Bank Plc basic rate from time to time calculated from the date due until the date of actual payment.

The Customer shall pay on demand any costs of representing any dishonoured or countermanded direct debit, standing order, cheque or other method of payment and all costs incurred in tracing the Customer and in taking steps to enforce payment of any sums due.

The Customer shall return any purchased Equipment to the Company at the end of the Agreement for de-programming. Failure to do so will result in the Customer being subject to the Company's penalty rates, as in force at that time.


Title, Risk and Delivery
Property in any purchased Equipment shall remain with the Company until the Total Price, including value added tax, has been received and collected by the Company and until such time the Customer shall not have the right to sell or otherwise dispose of the Equipment. The ownership of any rented Equipment shall at all times remain vested in the Company and, on termination of this Agreement, all rented Equipment shall be returned to the Company at the Customer's expense in the same condition as when delivered (fair wear and tear excepted).

All risk in the Equipment shall pass to the Customer upon delivery, which shall be deemed to take place when the Equipment has been collected by the Customer or posted or delivered to the address in the United Kingdom specified on the Order Form. All risks in the rented Equipment shall pass back to the Company only when the Equipment is returned to and received by the Company in good working order.

The Company shall not have any liability for delay in delivery and the Customer shall not be entitled to refuse acceptance of any Equipment as a consequence of any delay. The Company may withold delivery pending payment of any sums due from the Customer to the Company hereunder. If the Customer refuses to accept delivery of any Pager(s) for a period in excess of 10 days, the Company may terminate this Agreement.

The Company will, at its discretion, either refund the costs or repair or replace free of charge any purchased Equipment proved to the Company's satisfaction to have been lost or damaged in transit up to the time of delivery provided that, within three days of receipt of the Equipment in the case of damage or within 30 days of the date of the order in the case of loss, the Customer notifies the Company in writing of the loss or the nature and extent of the damage.


Use and Care of the Equipment
The Customer shall not remove or obscure any the Company logo, symbol or mark on the rented equipment.

The Customer is solely responsible for replacing at his expense all batteries and other consumable parts of the Equipment.

The Customer shall not alter, tamper with or attempt to repair or service any rented Equipment or permit any person other than the Company or its duly authorised agent to do any of the same. The Customer shall pay the cost of repair or replacement of any rented Equipment that is damaged, stolen, lost or destroyed, unless such damage, theft, loss or destruction is expressly otherwise covered by warranty or by Vodacare, if the customer has paid for such insurance.

Damage to or theft, loss or destruction of any Equipment arising from any cause, including any insured risk shall not relieve the Customer of any obligation under this Agreement.

The Customer must: (a) promtly notify the Company of any loss of or damage to the Equipment and shall pay all Periodic Charges notwithstanding loss of or damage to the Equipment; (b) keep the rented Equipment in its sole possession and not sell, assign, mortgage or sublet the Equipment or take it outside the United Kingdom without the Company's consent; (c) promptly notify the Company of any change in the Customer's address and provide the Company with all such information that the Company may reasonably require in connection with the Customer and the Equipment.

The Company shall be entitled at its option either to prohibit or prevent the Customer from diverting calls from British Telecommunications Plc Star Services or from a cellular telephone to the Pager(s) or to make a charge for any such diversion.


The Services:
The Customer acknowledges and agrees that the Network and the Services may from time to time be adversely affected by physical or topographical features, atmospheric conditions beyond the Company's control.

The Customer will comply with all provisions of law applicable to the use of the Services via the Pager(s). In addition, the Customer must: (a) not use, or allow others to use, the Services for any improper, immoral or unlawful purpose; (b) comply with any reasonable instructions issued by the Company which concern the Customer's use of the Services, the Equipment or connected matters; and (c) not do or permit the doing of anything which in the Company's opinion will or is likely to impair or damage the Network or the provision of the Services.

The Company may suspend the Services and/or disconnect the Pager(s) from the Network; (a) during any technical failure, modification or maintenance of the Network; or (b) if the Customer fails to comply with any of the provisions of the Agreement the Customer will remain liable to pay all charges due under this Agreement notwithstanding any suspension or disconnection for such reason and the Company may charge a reasonable fee for reconnection of the Pager(s) to the Network.


Warranties
Any purchased Equipment which is found to the Company's satisfaction to be defective within 12 months from the date of this agreement as a result of faulty design, manufacture or workmanship will, at the sole discretion of the Company be replaced or repaired free of charge provided that the Equipment is returned properly packed carriage paid to the Company at the Customer's risk within 12 months from the date of this Agreement.

Provided the Customer observes the provisions of this Agreement, the Company will repair, or at its discretion replace, any defective or damaged rented Equipment. Such repair or replacement will be free of charge provided that: (a) the Equipment is returned properly packed carriage paid to the Company at the Customer's risk; and (b) the Equipment has not been misused, mishandled, overloaded, modified or repaired in any way by the Customer or third party, or used for any purpose other than that for which it was designed.

Provided the Customer observes the provisions of this Agreement, and subject to the payment by the Customer to the Company of the replacement cost plus the Company's lost pager charge, both current at the date of notification , and plus value added tax, the Company will replace any rented Pager which has been lost or stolen provided that the loss or theft shall have been reported to the police within 48 hours of discovery.


Indemnities
The Customer shall indemnify the Company against all liability incurred or suffered by the Company as a result of third party claims, however arising and whether made against the Customer or the Company, as a result of the Customer's unauthorised use or any third parties use of the Equipment or the Services or from any breach by the Customer of any term or condition of this Agreement.

If the Customer is threatened with any action alleging that the purchased Equipment in the form sold infringes any intellectual property rights then, provided that the Company promptly informs and fully co-operates with the Company to defend any action on the Customer's behalf and that the Company has sole control of all negotiations for settlement, the Company will indemnify the Customer against any award of damages and costs against the Customer arising from such action. Further, if such event occurs, the Company may at its own expense either:
(a) modify or replace the infringing Equipment or part thereof;
(b) procure for the Customer the right for the Customer to continue use of the infringing Equipment; or
(c) repurchase the infringing Equipment or part thereof from the Customer at the price paid by the Customer less depreciation.
This Clause specifies the entire liability of the Company in respect of any infringement of intellectual property rights.

Force Majeure
The Company shall not be liable, whether by way of refund of charges or otherwise, to the Customer for any breach of this Agreement or failure by the Company to perform any obligations as a result of technical problems relating to the Network (including the failure by British Telecommunications PLC or any other public telephone or other network operator to provide services to the Network), termination or revocation of any licence to operate or use the Network, act of God, fire, flood, earthquake, strike, riot, civil disorder, avoidable casualty, governmental control, restriction or prohibition or any other governmental or admistrative act or omission, whether local or national, war, accident, the act or default of any supplier, agent or subcontractor, industrial disputes of any other cause beyond the Company's reasonable control.
 

Commencement, Term and Termination
This Agreement shall commence on the later of the Company's or the Customer's signature on the Order Form and as provided herein and shall continue (subject to the provisions of the Consumer Credit Act 1974) until terminated by either party by the service of at least 3 months' written notice on the other. There is a minimum period (“Initial Term”) of 24 months (unless expressly stated otherwise on this contract) which commences at the start of paying for the service, and notice cannot be given until the Initial Term has expired.
The Company may, without prejudice to its accrued rights, after service of any notice required by the Consumer Credit Act 1974 (if any), immediately terminate this Agreement:
(a) if the Customer is in breach of any of the provisions of this Agreement, including failure to pay any amount within 14 days after the due date for payment; or
(b) if the Customer makes or offers to make any arrangement or composition with creditors or commits any act of bankruptcy,
or if any petition or receiving order in bankruptcy is entered or made against the Customer or, if the Customer is a limited company, any resolution to wind up that company is passed or a receiver is appointed over the whole or any part of such company's assets; or
(c) if the Customer does or allows to be done anything which in the Company's opinion will or may jeopardise the Network and/or the Services; or
(d) if any licence to operate or use the Network is revoked or
terminated for any reason either in whole or in part; or
(e) if for any reason the whole or any substantial part of the Services is suspended for a period in excess of two months.
f) if the Customer is in breach of any special agreement with the Company or uses the services provided for any resale purposes not specifically agreed with the Company

Upon expiry or termination of this Agreement:
(a) the Company may disconnect the Pager(s) from the Network;
(b) the Customer shall pay on demand all charges due at the time of termination; unless this Agreement is terminated under Clause 4.3, 13.2(a),(b) or (c), the Company shall repay all charges paid by the Customer in excess of the amount due provided that such excess is not less than £20;
(c) the Company shall have the right to take repossession of the rented Equipment and the Customer will afford all facilities necessary for such purpose and, in the event that the Company is unable to retake immediate possession of the Equipment as a result of any act or omission of the Customer, the Customer shall upon demand pay (as compensation and not as penalty) for the period in which the Company is unable to retake possession, all sums which the Customer would have been liable to pay if this Agreement had not been terminated and also all costs and expenses incurred in the repossession of the Equipment;
(d) the Customer is obliged to return the paging unit to facilitate in it's disconnection after which point it will be returned to the customer unless an agreement is made for the unit to be purchased from the Customer
(e) the Customer shall not be entitled to return any purchased Equipment and the Company shall not be liable to refund the whole or any part of the Total Price paid.

In the event of termination under Clause 4.3, 13.2(a), (b) or (c), the Customer shall also pay;
(a) all Periodic Charges which would have otherwise become payable during the unexpired part (if any) of the Initial Term discounted to take account of earlier payment at the rate of 2% below Barclays Bank Plc base rate current at the time of termination; and
(b) the Company's then current disconnection fee.


Miscellaneous
The Customer may not assign this Agreement. The Company may at any time pledge or assign the benefit of and its obligations under this Agreement.
The Company reserves the right to vary this Agreement to comply with new legislation or European Community law, provided that such variation shall be limited to the extent necessary for such purposes. Any such variation shall be effective upon the Company giving written notice to the Customer. No other variation to this Agreement shall be effective unless in writing and signed by or on behalf of the parties.
This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all previous agreements, understandings, representations and warranties relating thereto.
All call numbers allocated by the Company to the Customer for use on the Network or otherwise (whether by means of purchased or rented Equipment) shall remain the property of the Company, and the Customer shall not be entitled to use any such number after termination of this Agreement. The Company reserves the right to reallocate or change any such number from time to time during the term of this Agreement and shall have no liability to the Customer on account of any such change.
No extension of time or other indulgence granted by the Company to the Customer or any failure or delay by the Company
to exercise on any occasion any of its rights shall prejudice or restrict the rights and powers of the Company under this Agreement.
Any notice given under this Agreement shall be in writing and sent to the address set out on the Order Form (or such other address notified in writing) by first class pre-paid post and shall be deemed served 48 hours after posting.
This Agreement shall be governed by English law and the parties agree to submit to the non-exclusive jurisdiction of the English courts.
IF CUSTOMER IS RENTING EQUIPMENT AND IS NOT A LIMITED COMPANY, THEN THIS AGREEMENT IS REGULATED UNDER THE CONSUMER CREDIT ACT 1974 AND THE FOLLOWING NOTICE APPLIES.
IMPORTANT - YOU SHOULD READ THIS CAREFULLY
YOUR RIGHTS
The Consumer Credit Act 1974 covers this agreement and lays down certain requirements for your protection which must be satisfied when the agreement is made. If they are not, Rare Bird Alert cannot enforce the agreement against you without a court order. The Act also gives you a number of rights. Amongst these is the right to end the agreement by writing to the person authorised to receive your payments and giving at least three months' notice. The agreement must be allowed to run at least the Initial Term as provided herein, plus the period of notice. You will have to make all the payments including any arrears until the time the agreement comes to an end.
If you would like to know more about the protection and remedies provided under the act you should contact your local Trading Standards Department or your nearest Citizen's Advice Bureau.