TITAN TECHNOLOGY
LIMITED (TTL) Terms and Conditions (Business)
This Agreement applies to the provision to you, the Customer, by us
(Titan Technology Limited, registered address Friars Gate 2, 1011 Stratford
Road, Shirley, Solihull, West Midlands B90 4BN (Company No. 3246939), VAT Number [ 670777894 ] trading as Titan Tech) of
those services
which have been selected by you and as are more particularly described in
TTLs product and service literature (the Services). |
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1. |
Contract
means this contract for the supply of the Services comprising these
terms and conditions together with any acknowledgement of order that
we send to you.
"Services"
means any of the following line rental, supply of minutes, broadband
connection, ADSL, VOIP and Special Rate Numbers and any other
products specified in an order acknowledgement that we send to you.
Special Rate
Number means a special call rate number specified by
TTL in an order acknowledgement or subsequently agreed in writing
between the Parties.
Special Rate
Number Service means TTLs special rate service
whereby, on receipt of a telephone call addressed to a Special Rate
Number, TTL shall translate that number into a telephone number
allocated to the Customer by its line provider as specified in an
order acknowledgement and then route that telephone call to the line
providers telephone system. |
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2. |
Contract Information: |
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2.1. |
The
Contract is formed by the completion of three distinct steps:
- TTL's display/catalogue/website (at http://www.titantech.co.uk)
each invite the Customer to do business with TTL - Customer's order
is an offer to do specific business with TTL - the Contract is formed
when Customer receives TTLs acceptance of that offer (or part of
it). The Contract shall be
subject to these conditions (as amended from time to time in
accordance with condition 2.3 below)
to the exclusion of any other terms and conditions (including
any terms and conditions that the Customer may seek to apply)
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2.2. |
TTL
reserves the right to accept, refuse or limit Customer's order for
any reason including (but not limited to) credit card/payment
clearance, unavailability of stock or errors in product descriptions.
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2.3. |
If
TTL provides the Customer with a revised version of TTLs terms and
conditions of service, together with a notice stating when such
revised terms and conditions will come into force, and the Customer
continues to make use of the Services after such date the Customer
will be deemed to have accepted such revised terms with effect from
such date and such revised terms and conditions will be deemed to
constitute part of this Contract in place of the previous terms and
conditions. If Customer does not accept such revised terms, it shall
have the right to cancel the Contract on 3 months' notice and in such
an instance, the provisions of Clause 11.7 shall not apply.
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2.4. |
The
Customer may order additional lines or services from TTL at any time
throughout the duration of the Contract. If accepted by TTL, such
additional lines and services shall be provided on the terms of this
Contract, provided that a new service commencement date will be
allocated for those lines and/or Services. |
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3. |
Provision of Services |
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3.1. |
The
Service levels for each Service shall be as specified in the service
literature ("Service Levels").
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3.2. |
TTL
shall, as soon as reasonably possible following its acceptance of an
order (which acceptance may take the form of the provision of
Services pursuant to Clause 3.3), notify the Customer of the date by
which it plans to commence Services under the Contract. Orders are
subject to Clause 3.7. If TTL cannot supply Customer's order, it will
refund Customer's money promptly.
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3.3. |
Provision
of each Service shall start on the date on which TTL first makes the
Service available to the Customer (the "Service Commencement
Date").
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3.4. |
From
the Service Commencement Date, each Service shall, subject to Clause
11, continue |
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3.4.1. |
for
the initial period set out in the order acknowledgement that we
have sent to you or service literature for that Service or, if
there is no such period set out, a period of one year (in either
case, the "Minimum Service Period") min service for VOIP
is 1month, 3 years or 5 years depending on selection, and
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.3.4.2. |
thereafter
subject to either party giving to the other not less than one
month's written notice (or such other notice period applicable to
the Service set out in the Service Literature) expiring at or after
the end of the Minimum Service Period.
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3.5. |
Customer's
right to cancel |
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3.5.1. |
Customer
has the right to cancel its order for Services at any time prior to
the Service. This is in addition to any rights to cancel in
accordance with
Clause 11. |
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3.5.2. |
Customer
has the right to cancel its order for equipment/goods at any time
up to seven days after receipt of the goods ("the time
allowed"). This is in addition to any rights to cancel in
accordance with Clause 11.
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3.5.3. |
If
Customer decides to cancel its order for equipment/hardware, it
should tell TTL (in writing) within the time allowed. It is up to
Customer to make sure that its cancellation reaches TTL in time.
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3.6. |
Inspection
of goods |
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3.6.1. |
Customer
should inspect and test the equipment/goods at the earliest
opportunity. If the goods are defective or otherwise in breach of
the contract terms ('a Justified Reason'), Customer has the right
to return them to TTL but Customer should do so within a reasonable
time.
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3.6.2. |
Upon
return of the equipment/goods for a Justified Reason Customer has
the right to either a full refund of the price of the goods or a
replacement (if available). If, instead, Customer asks TTL to
repair the equipment/goods it will not lose its right to return
them again if they are still not satisfactory.
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3.7. |
Availability
and pricing |
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3.7.1. |
All
equipment / goods and services are supplied subject to
availability.
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3.7.2. |
ADSL
broadband services are additionally supplied subject to line and
site tests being performed and found to be successful by British Telecommunications
plc or another carrier.
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3.8. |
It
is the responsibility of the customer to inform TTL of any
contractual agreements with their existing suppliers and for the
customer to arrange cancellation of these services. TTL will not have
any liability to the Customer for the costs of cancellation of these
services by the customer. |
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4. |
Delivery Arrangements
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4.1. |
In
accordance with Clause 3.3, TTL intends to deliver/supply the
equipment/goods and services on the date set out on its order
acknowledgement. If a particular delivery date is critical Customer
must tell TTL so in writing when, or before Customer places its
order; TTL will do its best to meet Customer's deadline but cannot
guarantee to do so.
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4.2. |
If
TTL is unable to deliver the equipment/goods as requested pursuant to
Clause 4.1, it will tell Customer at the earliest opportunity and
Customer will have the right to cancel the order. In that event, TTL
will promptly refund any money Customer has paid.
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4.3. |
TTL
will deliver by post special delivery or courier as appropriate. |
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5. |
Installation and Delivery of Services
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5.1. |
Special
Rate Numbers |
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5.1.1. |
TTL
shall allocate to the Customer the Special Rate Number(s).
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5.1.2. |
The
Customer shall give TTL at least one weeks prior written notice
before using any Special Rate Number which is not used immediately
from the date of the contract. TTL may withdraw any Special Rate
Number from the Customer on 30 days written notice if such number
is not used within 3 months from the date of the Contract.
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5.1.3. |
TTL
does not guarantee that a person making a telephone call to a
Special Rate Number who is not a customer of TTL will not be
charged by their line provider for the conveyance of that call at a
rate higher than the relevant special call rate.
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5.1.4. |
Subject
to availability, TTL shall supply a Memorable Number (meaning any
Special Rate Number available to TTL which TTL in its absolute
discretion considers to be memorable) upon request and the Customer
shall pay such sum specified in the attached Price Schedule (as
amended from time to time in accordance with the Contract).
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5.1.5. |
To
enable TTL to provide the Service the Customer shall keep TTL fully
informed on a rolling monthly basis as to the volume of telephone
calls to the Special Rate Number(s) expected in the next 3 month
period and shall also inform TTL as far in advance as practicable
in the event that an increase in the volume of calls may be
expected if not set out in such forecast and in particular shall
give TTL at least two weeks written notice prior to advertising the
Special Rate Number(s) on television. TTL shall not be liable for
any failure to route the telephone calls to the Customers line
provider if the volume of calls to the Special Rate Number(s)
exceeds the Customers forecast
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5.1.6. |
Where
telephone numbers are to be allocated under a Contract, TTL shall
notify the Customer of those telephone numbers as soon as is
reasonably practicable after accepting the order. Subject to the
provisions of any applicable law, regulation or licence condition,
telephone numbers allocated to the Customer and all rights in those
numbers shall belong to TTL and the Customer shall not sell or
transfer, or attempt to sell or transfer, any telephone number to a
third party. The Customer shall have no trade name right in any
telephone number that TTL allocates to it nor any trade name right
that may develop in any telephone number allocated to it.
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5.1.7. |
TTL
may change any telephone number allocated to the Customer after
giving the Customer reasonable notice where such change is
necessary in order for TTL to comply with a law or regulation or
for operational reasons.
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5.1.8. |
After
termination of any Service(s) or part of any Service, TTL shall not
issue any telephone number which has been allocated to the Customer
to a third party for a period of 6 months after the date of
termination applicable to that number.
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5.2. |
General |
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5.2.1. |
The
Customer shall prepare those of its location(s) at which Services
are to be provided ("Site(s)") and co-operate with TTL in
accordance with TTL's instructions and timescales so that any
equipment which TTL provides for the provision of the Services can
be installed and maintained by or on behalf of TTL. TTL shall be
entitled to charge the Customer for any costs incurred by TTL as a
result of any failure by the Customer to satisfy such requirements.
The Customer shall meet the costs of preparing any Site(s) and
shall provide to TTL free of charge adequate electricity supply,
suitable earth connection and an adequate environment for the
operation of any such equipment.
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5.2.2. |
To
enable TTL expeditiously and properly to exercise its rights and
fulfil its obligations under this Contract such as to deliver,
install, maintain, connect, trace faults, repair faults or renew or
remove any equipment provided by TTL or any part thereof
(including, without limitation, any auto-dialler) or otherwise the
Customer shall permit or procure permission for TTL and its duly
authorised representatives to have reasonable access to the
Customers premises and telephone system and/or any such equipment
provided by TTL at all reasonable times and shall provide such
reasonable assistance as TTL shall request.
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5.2.3. |
TTL
shall normally carry out installation and maintenance work at the
Site(s) during normal working hours where such work does not
involve any suspension of Services but may, on reasonable notice
(which shall not be less than 12 hours except in an emergency),
require the Customer to provide access at other times. Where
necessary TTL shall be entitled to suspend Services in order to
carry out such work. Except where suspension of Services is
involved, if TTL agrees at the Customer's request to carry out such
work outside normal working hours or if it is necessary for TTL to
carry out such work outside normal working hours for reasons beyond
its control, TTL shall be entitled to charge the Customer for any
overtime costs.
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5.2.4. |
TTL
shall, when it undertakes installation and maintenance work under
this Clause, comply with any reasonable Site procedures notified in
writing to TTL in advance by the Customer.
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5.2.5. |
Equipment/goods
supplied belong to TTL legally and beneficially until Customer has
paid all TTL's charges under this Contract, but the risk attached
to owning them passes to Customer as soon as they are delivered
into Customer's possession or control.
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5.2.6. |
Even
though equipment/goods supplied continue to belong to TTL, TTL has
the right to recover payment for them. As long as the goods remain
TTL's, and discrete from items which are not TTL's, TTL has the
right (but not the obligation) to recover these goods. As long as
the materials remain TTL's, Customer must not sell or otherwise
dispose of them.
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5.3. |
TTL
shall be entitled to: |
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5.3.1. |
change
the codes and/or the numbers allocated to the Customer or the
technical
specification of a Service where necessary, for operational
reasons, statutory or
regulatory requirements, provided that any change to the technical
specification does not materially affect the performance of the
Service;
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5.3.2. |
suspend
the Services for operational reasons or in case of emergency or in
accordance with Clause 11; and
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5.3.3. |
give
the Customer instructions which it believes are necessary for
reasons of health, safety or the quality of any Service provided by
TTL to the Customer or any third party. Before doing so, TTL will
give the Customer as much notice as possible. 5.4. The Customer
agrees that during the duration of the Contract it shall
exclusively route all telephone calls through TTL's network and
shall not attempt to change or subvert this by modifying any of the
PABX programming, CPS or any other routing method. If the Customer
breaches this Clause 5.4 then Clause 11.7 shall apply.
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6. |
Equipment
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6.1. |
The
Customer is responsible for the equipment and must not add to, modify
or in any way interfere with the equipment, nor allow anyone else,
other than someone authorised by TTL, to do so. The Customer will be
liable to TTL for any loss of or damage to the equipment, except
where such loss or damage is due to fair wear and tear or is caused
by TTL or anyone acting on its behalf.
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6.2. |
The
Customer agrees to: |
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6.2.1. |
ensure
that any equipment used by the Customer in conjunction with the
Service
conforms to the relevant standards and approvals;
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6.2.2. |
hold
such licences as are required by Ofcom and/or under the
Communications Act 2003 and any other applicable telecommunications
legislation from time to time (including any amendments thereto) to
connect with TTLs equipment and to receive the Service;
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6.2.3. |
ensure
the safe use and custody of all equipment provided by TTL;
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6.2.4. |
comply
with TTLs reasonable instructions to modify its equipment in order
to receive the Service;
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6.2.5. |
return
all equipment provided by TTL upon termination of the Contract.
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7. |
Use of Services
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7.1. |
The
Customer undertakes to use the Services in accordance with: |
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7.1.1. |
such
instructions and conditions as may be notified in writing to the
Customer by TTL from time to time;
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7.1.2. |
the
relevant provisions of the Telecommunication Act 1984,
Communications Act 2003 (the "Act") and other applicable
telecommunications legislation from time to time;
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7.1.3. |
any
direction of Ofcom or other competent authority and any licence
granted thereunder which applies to the running of a
telecommunication system by the Customer; and
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7.1.4. |
such
terms and conditions of any third party telecommunications operator
providing the equipment or telephone lines as TTL shall notify the
Customer from time to time.
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7.2. |
Without
limitation to the generality of Clause 7.1 the Customer shall
undertake not to use the Services: |
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7.2.1. |
for
the transmission of material which is defamatory, offensive or of
an obscene or menacing character; or
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7.2.2. |
in
a manner which constitutes a violation or infringement of the
rights of any person, firm or company (including, without limitation,
rights of copyright and confidentiality);
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7.2.3. |
as
a means of communication for a purpose other than that for which
the Services are made available as set out in TTLs service
literature.
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7.3. |
The
Customer shall not connect or cause any equipment to be connected to
the equipment (if any) providing the Services other than those
approved for connection under the Act and TTL shall not be under any
obligation to connect or keep connected any Customer apparatus if it
does not so conform or if, in the reasonable opinion of TTL, it is
liable to cause death, personal injury, damage or to impair the
quality of the Services.
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7.4. |
If
any equipment is installed or provided by or on behalf of TTL for the
purpose of providing the Services (including, without limitation, any
auto-dialler), the Customer undertakes not to alter or move such
equipment or any part thereof without TTLs prior written consent.
The Customer agrees that any equipment installed or provided by or on
behalf of TTL shall at all times remain the property of TTL, and
shall be returned to TTL forthwith upon request unless paid for by
the customer.
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7.5. |
The
Customer shall indemnify and keep indemnified TTL against any claims
or legal proceedings brought against TTL by any third party arising
from the use by the Customer of the Services in breach of this
Contract.
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7.6. |
For
the avoidance of doubt, the Customer acknowledges that it has access
to the public switched telecommunications network using exchange
lines provided by British Telecommunications plc; and where
appropriate, it is responsible for all costs and expenses relating to
reprogramming its switch or other least cost routing devices so that
it can access the Services.
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7.7. |
For
the avoidance of doubt, the Customer acknowledges that it has sole
responsibility for all charges relating to the use of the Services
regardless of whether such use is authorised, unauthorised,
fraudulent or otherwise. The Customer must inform TTL as soon as
reasonably practicable if it suspects that fraudulent or unauthorised
use of the Services is occurring, although such notification will not
limit the Customers liability to pay the charges as set out
herein.
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8. |
Acceptable Usage
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8.1. |
It
is a condition of this Contract that Customer should comply at all
times with TTL's Acceptable Usage Policy as attached or as may be
updated from time to time on TTL's website. If Customer breaches
TTL's Acceptable Usage Policy TTL shall be entitled to suspend or
restrict Customer's Service and cancel this Contract and/or take such
action as detailed in the Acceptable Usage Policy.
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9. |
Fault Resolution
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9.1. |
The
Customer shall notify TTL of any material fault in the Service and
TTL shall use all reasonable endeavours to remedy the fault as
quickly as practicable.
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10. |
Charges and Payment
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10.1. |
In
consideration of the Services provided by TTL the Customer shall pay
for all charges for the provision of the Services as detailed in
TTLs price list (from time to time) (the Charges).
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10.2. |
The
Charges for a given billing period will be calculated by reference to
the appropriate band of TTLs tariff structure (which is available
for inspection upon request at TTLs offices).
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10.3. |
TTL
may at any time require the Customer to pay a deposit or provide a
guarantee as security for payment of future bills.
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10.4. |
The
Charges shall be calculated by reference to data recorded or logged
by TTL and not by reference to any data recorded or logged by the
Customer.
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10.5. |
Call
charges shall accrue from the date on which the Customer commences
use of the Service and shall be invoiced monthly in arrears.
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10.6. |
ADSL,
line rental and other fixed charges will be billed by TTL one month
in advance and TTL shall advise Customer of any Special Rate Number
rebates either one month or 3 months in arrears depending on the
actual product so that Customer can invoice TTL accordingly.
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10.7. |
All
charges which are periodic in nature shall be prorated on the basis
of a 28 day or 30 day month (as applicable) and on the basis of the
number of days the Services are provided for the first and last
calendar month of the Service. All periodic charges are payable one
month in advance.
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10.8. |
All
sums due to TTL shall be payable by the Customer within 14 days of
the date of the relevant invoice but TTL shall have the right to
request payment on demand if the Customer fails to make timely
payment of any previous invoices. The time of payment of all sums due
to TTL shall be of the essence. The Customer shall be deemed to have
accepted any invoice if it is not disputed within the said period of
14 days for payment.
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10.9. |
TTL
reserves the right to charge daily interest on outstanding amounts
until payment in full is received at a rate equal to 8% per annum
above Barclays Bank plc Base Lending Rate as current from time to
time whether before or after judgment. Interest shall accrue
notwithstanding termination for any cause whatsoever.
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10.10. |
All
charges are exclusive of Value Added Tax for which, if it is
applicable, an amount will be added to the Customers invoice.
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10.11. |
Payment
of all sums due to TTL by the Customer shall be made without any
set-off or deduction whatsoever.
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10.12. |
TTL
may reduce the rates of the Charges at any time with immediate effect
and shall have the right to increase the rates of the Charges in
TTLs price list from time to time by giving the Customer not less
than four weeks notice in writing.
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10.13. |
For
the avoidance of doubt, the Customer shall be liable for all and any
telecommunication charges payable to any third party arising out of
the Customers use of the Services.
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10.14. |
Where
the price of one product is reduced as part of a product bundle to
include another product, TTL has the right to increase the price for
that product retrospectively if the Customer discontinues usage of
TTLs other product.
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11. |
Termination and Suspension
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11.1. |
TTL
shall have the right (notwithstanding anything to the contrary
expressed or implied elsewhere in this Contract) to terminate this
Contract with i
mmediate effect if: |
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11.1.1. |
the
Customer fails to make any payment when it becomes due to TTL, or
is in breach of this Contract (and in the case of a remediable
breach, fails to remedy the breach within a reasonable period of
time specified by TTL);
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11.1.2. |
a
force majeure event (as described in clause 15) occurs and
continues for a period exceeding 3 months.
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11.1.3. |
any
licence or agreement pursuant to which TTL provides the Services
expires or is revoked; or
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11.1.4. |
a
licence under which the Customer has the right to run its
telecommunications
system is revoked or amended (and not replaced by an equivalent
licence or right) so that TTL is not permitted by law to provide
the Services to the Customer; or
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11.1.5. |
TTL
believes that the Services are being used in a way that is
forbidden by Clause 7, or
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11.1.6. |
an
interim order is made, or a voluntary arrangement approved, or if a
petition for a bankruptcy order is presented or a bankruptcy order
is made against the Customer or if a receiver or trustee is
appointed of the Customers estate or (the Customer being a
company) a voluntary arrangement is approved or an administration
order is made, or a receiver or administrative receiver is
appointed over any of the Customers assets or undertaking or a
resolution or petition to wind up the Customer is passed or
presented (otherwise than for the purposes of reconstruction or
amalgamation), or if any circumstances arise which entitle the
Court or a creditor to appoint a receiver, administrative receiver
or administrator or to present a winding-up petition or make a
winding-up order.
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11.2. |
If
this Contract is terminated by TTL pursuant to Clause 11.1, the
Customer shall pay to TTL all arrears of Charges and any other sums
due to TTL under this Contract.
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11.3. |
If
the Customer wishes to cancel this Contract (whether in whole or in
part) at any time prior to or subsequent to connection, TTL will
agree to accept such cancellation upon written notice, subject to the
Customer paying any outstanding Charges. TTL makes no charges
directly associated with cancellation or termination unless the
Contract is terminated by the Customer in the Minimum Service Period,
in which case Clause 11.7 shall apply.
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11.4. |
TTL
reserves the right to terminate the Contract immediately at any time
due to abuse and/or material breach of the Contract or breach of
TTL's Acceptable Usage Policy (which Customer acknowledges it has
read).
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11.5. |
Upon
termination any fees pre-paid by the Customer for unused time
remaining less any charges outstanding on Customers account, will be
calculated and returned to Customer either by the same method as they
were paid or by cheque (at TTLs discretion).
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11.6. |
TTL
may at its sole discretion and without prejudice to any rights it may
have to terminate this Contract upon giving notice to the Customer
either orally (confirming such notification in writing) or in
writing, elect to suspend forthwith provision of the Services until
further notice in the event that |
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11.6.1. |
TTL
is entitled to terminate this Contract pursuant to clause 11.1 or
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11.6.2. |
TTL
is entitled to suspend provision of any other telecommunications
service under the terms of any other agreement between TTL and the
Customer; or
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11.6.3. |
TTL
is obliged to comply with an order, instruction or request of
Government, an emergency services organisation or other competent
administrative or regulatory authority which affects it ability to
provide the Service; or
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11.6.4. |
maintenance
or emergency works (as defined in Schedule 2 of the Act) must be
carried out on the equipment or for operational reasons or
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11.6.5. |
TTL
reasonably believes that the Customer will fail to pay any amount
due under this Contract.
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11.7. |
If
during the Minimum Service Period, Customer terminates the Contract
or any Service under it other than pursuant to Clauses 2.3 and 3.5,
TTL may at its discretion charge the Customer the following charges
which shall be due in addition to any sums then due or owing to TTL
under this Contract: |
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11.7.1. |
in
the case of line rental, Customer shall pay the equivalent of 20%
of the rental charges that would have become payable in the period
from the date of termination to the end of the Minimum Service
Period ("the Remainder").
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11.7.2. |
in
the case of discounted call rates, Customer shall pay the
equivalent of 20% of the average monthly calls (calculated from the
date of the Commencement of Service to the date of termination) for
each month of the Remainder. For the avoidance of doubt, this sum
shall also become payable where the Customer does not cancel the
line rental but diverts call traffic in breach of its obligations
under Clause 5.4, such sum to be 20% of the average sums that would
have been payable (averagely monthly calls) had the calls not been
diverted, from the date of the first diversion to the end of the
Minimum Service Period.
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11.7.3. |
in
the case of ADSL and other services, Customer shall pay the
equivalent of 20% of the basic charges that would have become
payable for each month of the Remainder.
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11.7.4. |
where
the Customer has a package of Services comprising line rental and
discounted calls and/or other services, the sums set out in Clauses
11.7.1, 11.7.2 and 11.7.3 may be charged by TTL.
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11.7.5. |
where
TTL has provided installation of equipment free of charge or at a
discounted rate for certain packages, or Services, payment of such
installation at TTL's standard rate for installation may also be
charged by TTL.
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11.8. |
Any
exercise by TTL of its right of suspension in respect of an event
referred to in this Clause 11 shall not exclude TTLs right
subsequently to terminate this Contract.
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11.9. |
In
the event a suspension is implemented as a consequence of the breach,
fault or omission of the Customer, the Customer shall reimburse TTL
for all reasonable costs and expenses incurred in the implementation
of such suspension and/or the recommencement of the provision of the
Services as appropriate.
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11.10. |
TTL
shall not be liable to the Customer for any charges incurred by the
Customer for the use of other telecommunications services whether
provided by TTL or any other person during any period of
unavailability arising as result of TTL suspending the Services. |
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12. |
Termination of Lease Lines |
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12.1. |
The
contract may be terminated by either Titan or the Client at any time
by 3 x calendar months notice in writing to the other.
Titan (without prejudice to its other rights) may terminate the
Contract forthwith in the event that: |
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12.1.1. |
The
Client fails to make any payment when it becomes due to Titan or
shall default in due performance or observance of any obligation
under the Contract or any other contract with Titan or an
Associated Company and (in the case of remedial breach) fails to
remedy the breach within a reasonable time specified by Titan in
its written notice so to do; or
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12.1.2. |
an
interim order is made, or a voluntary arrangement approved, or if a
petition for a bankruptcy order is presented or a bankruptcy order
is made against the Client or if any circumstances arise which
entitle the court or a creditor to appoint a receiver,
administrative receiver or administrator or to present a winding-up
petition or make a winding-up order.
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12.1.3. |
Save
as set out in this Condition the rights, liabilities and
obligations of the Client and Titan shall cease on termination of
the contract save in respect of any accrued rights or liabilities
and the coming into force or the continuance in force of any
provision hereof which is expressly or by implication intended to
come into force or continue in force on or after such termination
including without limitation Conditions as set out below:
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12.1.4 |
The
Client undertakes to Titan that:
i. The services and the Titan Network will only be used in accordance with the contract;
ii. Only the Client and Users shall use the Services and the Titan Network and no other person shall be suffered or permitted to use the same;
iii. Upon the termination of the Contract, no attempt shall be made to make calls via the Services or otherwise to use the Titan network;
iv. The Services Literature and any other instructions regarding the use of the Services and the Titan Network as may be notified to the client by Titan from time to timeshall be complied with promptly and such literature and instructions shall be deemed to form part of the Contract. |
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12.1.5 |
If the contract is
terminated by either party hereto, the client shall:
i.
Pay to Titan all arrears of
charges together with any interest payable under the contract up to
the date of termination;
ii.
Return to Titan all equipment
owned or provides by Titan and/or allow Titan access forthwith to
the Clients premises for the removal of any Titan Access Equipment. |
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13. |
Consequences of Termination
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13.1. |
On
termination by either party of any part of the Services under Clause
3, 11 or 16, the Customer shall: |
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13.1.1. |
immediately
stop using the relevant Services and equipment; and
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13.1.2. |
allow
TTL to enter any Site(s) during normal business hours to remove any
relevant equipment.
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13.1.3. |
The
Customer's obligations in respect of the equipment shall continue
until TTL has removed the relevant equipment.
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13.2. |
If
the Customer terminates the Contract during the Minimum Service
Period, the Customer shall pay an early termination fee pursuant to
Clause 11.7.
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13.3. |
On
termination by either party of any part of the Services, TTL shall,
at the request in writing of the Customer, comply with its licence
conditions in relation to arrangements for the telephone number(s)
previously provided to the Customer under the terminated Services to
be transferred to another telecommunications operator nominated by
the Customer.
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13.4. |
On
termination by either party of any part of the Services, the Customer
shall comply with its obligations in respect of intellectual property
rights pursuant to Clause 15.
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14. |
Limitation of Liability
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14.1. |
Neither
party is liable to the other party except as expressly set out in
this Contract and has no other obligation or liability whatsoever in
contract, tort or otherwise to the other party.
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14.2. |
TTL
shall not be liable under or in connection with this Contract whether
in contract, tort or otherwise (including liability in negligence)
for any indirect or consequential loss. Nor shall TTL be liable under or in
connection with this Contract, whether in contract, tort or otherwise
(including liability in negligence) for corruption or destruction of
data, any loss of business, revenue or profits, actual or anticipated
savings or for any financial loss (in each case whether direct or
indirect) whatsoever, howsoever arising.
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14.3. |
Nothing
in this Contract shall exclude or restrict TTLs liability for death
or personal injury resulting from the negligence of TTL or its
employees or for fraud.
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14.4. |
Insofar
as any part of the Services depends on or is supplied by other
telecommunications operators (including, but not limited to, British
Telecommunications plc or another carrier) TTL is not responsible for
their reliability or quality unless TTL is at fault.
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14.5. |
TTL
will not be liable to the Customer for any failure to comply with its
obligations under this Contract to the extent that this liability
arises as a result of the failure of the Customer to fulfil its
obligations under this Contract.
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14.6. |
The
Customer must ensure that it complies at all times with all laws and
obligations, including any licence under the Act which is applicable
to the Customer. TTL will have no liability under this Contract for
failure to comply with its obligations in any case where the Customer
does not comply with any such relevant laws or obligations.
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14.7. |
TTL's
liability in contract, tort or otherwise arising out of or in
connection with the performance of TTL's obligations under this
Contract shall be limited to £10,000 for any one incident or series
of incidents and £500,000 in aggregate.
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14.8. |
The
Customer shall indemnify and keep indemnified TTL against all and any
claims, losses, damages, costs and other liabilities which TTL may
incur or may be established or brought against it by reason of any
claim against TTL by any third party arising out of or in connection
with this Contract or the use of the Services.
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14.9. |
The
Customer indemnifies and will keep TTL fully and effectively
indemnified against all and any losses, claims, damages, costs,
charges, expenses and other liabilities which TTL may sustain or
incur or which may be brought or established against it by any person
and which in any case arise out of or in relation to or by reason of: |
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14.9.1. |
any
breach by the Customer of its obligations under this Contract;
and/or
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14.9.2. |
the
negligence, recklessness or unlawful misconduct of the Customer in
the performance of its obligations under this Contract.
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14.10. |
In
order to minimise the risk of any losses in the event that TTL is
unable to provide the Services due to a technical problem in relation
to the telecommunications network by which the Services are provided,
the Customer must be aware of and follow the procedure for diverting
calls over an alternative network as will be notified to the Customer
from time to time. |
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14.11. |
In
the event that TTL fails to provide the Services and the Customer
diverts or allows the diversion of traffic to another service
provider, TTL shall not be responsible for any costs or expenses
arising as a result of such diversion of traffic including, without
limitation, such service providers charges.
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14.12. |
Neither
the Customer nor TTL shall be liable to the other for any loss or
damage which may be suffered by the other party due to any cause
beyond the first partys reasonable control including, without
limitation, any act of God, inclement weather, failure or shortage of
power supplies, flood, drought, lightning or fire, strike, lockout,
trade dispute or labour dispute, the act or omission of Government,
highways authorities, other telecommunication operators or
administrations or other competent authority, war or military
operations.
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14.13. |
The
provisions of this Clause 14 shall continue to apply notwithstanding
termination of this Contract. Each sub-clause of this Clause 14 shall
be construed individually. |
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15. |
Information, Confidentiality and Intellectual
Property Rights
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15.1. |
Subject
to Clause 15.3, the Customer will promptly provide to TTL (free of
charge) any information which TTL may require to enable it to proceed
with the performance of its obligations under this Contract including
any information which TTL may reasonably request for the purposes of
credit verification and debt collection. The Customer permits TTL to
use such information and to provide it to third parties acting on
behalf of TTL for such purposes.
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15.2. |
Subject
to clause 15.3, neither the Customer nor TTL will use, copy, adapt,
alter or part with possession of any information of the other which
is disclosed or otherwise comes into its possession under or in
relation to this Contract and which is of a confidential nature. This
obligation will not apply to information which the recipient can
prove was in its possession at the date it was received or obtained
or which the recipient obtains from some other person with good legal
title to it or which is in or comes into the public domain otherwise
than
through the default or negligence of the recipient or which is
independently developed by or for the recipient or which is disclosed
in compliance with a law or an order of the court or a competent
regulatory authority.
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15.3. |
Both
parties shall fully comply with data protection laws in force from
time to time insofar as they relate to the Contract and shall procure
that their employees shall observe such laws.
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15.4. |
This
clause 15 shall remain in effect for two years after the termination
of this Contract.
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15.5. |
All
legal and beneficial intellectual property rights, whether registered
or unregistered, including all copyrights, database rights, trade
marks, patents, service marks, trade secrets and know-how, in
whatever form in the Services or equipment shall remain at all times
TTL's property or the property of its licensor.
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15.6. |
The
extent that it is so entitled, TTL grants the Customer a
non-exclusive non-transferable licence to use such intellectual
property rights for the sole purpose of using the Services or
equipment. The Customer shall not reproduce any software provided by
TTL, save that the Customer shall be entitled to make a single
back-up copy for security purposes only. The Customer shall not
modify, adapt, translate, reverse engineer or disassemble the
software, except to the extent permitted by law.
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15.7. |
Copyright,
database rights and any other relevant intellectual property rights
in all documents, material, drawings and information in whatever
form, including if applicable any access or source codes supplied to
the Customer in connection with this Contract, shall remain vested in
TTL or the owner of the rights. Such documents, material, drawings
and information are confidential and shall not be copied, disclosed
or used (except for the purpose for which they were supplied) without
TTL's prior written consent.
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15.8. |
The
Customer shall not be entitled to use any trade marks or service
marks of TTL without the prior written agreement of TTL.
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15.9. |
Upon
termination for whatever reason of the Services in respect of which
any intellectual property licence or right of use is granted under
this Clause 15, that licence or right of use shall terminate
immediately and the Customer shall, as specified by TTL, immediately
return to TTL or destroy all copies of any documents, material,
drawings and information in the Customer's possession or control
which describe or contain the relevant intellectual property, are not
in the public domain and have been received directly or indirectly
from TTL. Class Telecommunications
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16. |
Force Majeure
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16.1. |
Neither
party shall be obliged to carry out any obligation under this
Contract where performance of such obligation is prevented due to any
cause beyond that party's reasonable control, including, but not
limited to, failure or shortage of power supplies, labour shortage or
labour dispute, the order, instruction, request, act or omission of
government, an emergency services organisation, actions or omissions
of other communications services operators or administrations or
other competent authority, legal or statutory obligations, the
obstruction
by a third party of line of sight between microwave installations, or
difficulty, delay or failure in manufacture, production or supply by
third parties of either equipment or services or both resulting from
the same or a similar type of force majeure cause.
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16.2. |
If
any cause under Clause 16.1 lasts for more than ninety days and
prevents either party from performing all or a material part of its
obligations during that period either party may, by giving fourteen
days' written notice to the other party, terminate any Service
affected by that cause without the Customer being required to pay any
termination charges.
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16.3. |
The
Minimum Service Period for any Service affected by a cause referred
to in Clause 16.1 shall be extended by the same period of time as the
cause continues.
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17. |
Information, Privacy and Data Protection
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17.1. |
By
entering into the Contract, the Customer expressly agrees to the use
of personal data for the purposes and on the basis set out below.
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17.2. |
TTL
guarantee that any personal information Customers sent online will be
kept secure when received by TTL.
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17.3. |
Information Customer provides to TTL must be true, accurate and complete. Customer agrees to inform TTL of any changes in its details (contact details, address, telephone number or email address) by emailing: accounts@titantech.co.uk.
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17.4. |
TTL
will use the information Customer gives it, and information arising
from TTL's dealings with Customer (personal data) to enable TTL to
perform its obligations to Customer. TTL may also analyse Customer's
personal data, for example, for marketing and market research
purposes.
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17.5. |
TTL
will comply with its statutory obligations in relation to Customer's
personal data, and TTL will not pass on any sensitive personal data
(as defined in the Data Protection Act 1998) without Customer's prior
consent. However, it may be necessary to pass those details on to
TTL's suppliers and suppliers to British Telecommunications plc so
the goods/services can be provided if it is necessary to pass on
any details to such suppliers, TTL will only pass on the minimum
details that are required.
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17.6. |
Customer
has the right to ask TTL for a copy of its personal data, and to ask
TTL to correct any mistakes.
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17.7. |
Customer
may request TTL at any time during the Contract to block call line
identification (CLI) and TTL will then block CLI on a specific line
or lines within 28 days of request.
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17.8. |
TTL
may monitor or record calls for training or to improve the quality of
its customer service.
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17.9. |
For
TTL's policy on itemised billing, the Customer is referred to TTL's
service literature.
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17.10. |
TTL
processes certain types of traffic data as described in the Privacy
and Electronic Communications (EC Directive) Regulations 2003, such
as call data records received from its suppliers. This data is
processed by TTL to enable it to be able to accurately bill the
Customer.
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17.11. |
If
the Customer is an individual about whom TTL processes personal data
(as defined in the Data Protection Act 1998), the following shall
apply: |
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17.11.1. |
TTL
may process such personal data for the purposes of administering
the relationship with the Customer and, as part of its use of such
data, may transfer that data to other TTL affiliates in
jurisdictions outside the EEA which do not provide the same level
of protection for personal data as exists within the EEA.
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17.11.2. |
TTL may also, from time to time, use such personal data to provide the Customer, whether by telephone or facsimile or electronic mail or other means of communication, with details of products and services of TTL and/or TTL Affiliates which may be of interest to the Customer. Customer hereby expressly consents to such communications and acknowledges that it may opt-out of this service at any time by emailing dataprotection@titantech.co.uk
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17.12. |
TTL
maintain records of all contracts, and if Customer so request, TTL
will provide Customer with a copy of any contract between TTL and
Customer entered into within the last 24 months.
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17.13. |
TTL
can if requested arrange for Customer's telephone number(s) to be
listed with British Telecom Directories
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18. |
Notices
Fiars Gate 2,
1011 Stratford Road,
Shirley, Solihull, B90 4BN.
Tel: 01926 625 700 Fax: 08444 12 7778
Email:
enquiries@titantech.co.uk
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18.1. |
Any
notice given under this Contract, except a notice of a fault, must be
in writing and may be delivered by hand or by prepaid post to the
addressees at the following addresses: |
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18.1.1. |
To
TTL, at the address as shown on the last invoice rendered to the
Customer or such other address as TTL may nominate for that
purpose;
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18.1.2. |
To
the Customer, at the address notified to TTL as the address to
which notices or invoices may be sent or the Customers usual or
last known address or its registered office.
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18.2. |
Any
notice shall be deemed to have been made to the other party if
delivered by hand, when delivered; if posted by pre-paid post, on the
second working day following posting.
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19. |
Complaints
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19.1. |
The
addresses to which Customer should write if it has any complaint are:
Customer Services Department, Titan Technology Ltd, Friars Gate 2,
1011 Stratford Road, Shirley, Solihull, West Midlands, B90 4BN.:
customer.services@titantech.co.uk
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19.2. |
If
Customer has any questions about these terms and conditions or any
questions about TTL's services it should email:
enquiries@titantech.co.uk
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20. |
Description
TTL does its best to ensure
that the descriptions and illustrations of the goods and services it
supplies are fair, honest and accurate. It shall be the Customer's responsibility
to ensure that the terms of any order are accurate and that the goods
and services ordered are appropriate for the Customer's purposes.
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21. |
Warranties Equipment/Goods Supplied
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21.1. |
TTL
warrant that the equipment/goods:
- are safe for normal use
- are fit for normal use and purposes stated in the specification
(but not fit for any use which
TTL states on its website or in its sevice literature may be
inappropriate)
- comply materially with the written description given on the TTL website.
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21.2. |
All
equipment/goods are guaranteed for a period of 12 months from the
date of the commencement of the Contract.
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21.3 |
The
warranties given in these conditions are the only warranties provided
by TTL and all conditions or warranties or other terms implied by
statute or common law are excluded to the maximum extent permissible
by law |
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22. |
TTLs Service Obligations
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22.1. |
TTL
will provide the Services with the reasonable degree of skill and
care of a competent
telecommunications service provider. |
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22.2. |
TTL
warrants that the Services:
- will be provided using reasonable skill and care
- are fit for normal use in accordance with TTLs Acceptable Use
Policy
- comply materially with the written description given in its service
literature. |
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22.3. |
Customer
acknowledges that TTL's provision of the Services and its ability to
provide the service is dependent on British Telecommunications plc
and other suppliers and its ability to provide certain parts of the
service to TTL. TTL cannot warrant that the Services will be free of
interruption or that transmission of information through the Services
will be secure.
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22.4. |
It
is entirely Customer's responsibility to ensure that its equipment is
correctly configured and capable of using the Services.
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22.5. |
It
is not technically possible to provide the Services free from errors
and/or faults and TTL does not undertake to do so. TTL operates a
support facility to enable errors and/or faults to be reported and
resolved but TTL cannot warrant that all errors and/or faults will be
corrected. This support facility shall be Customer's sole remedy in
respect of and TTL's sole responsibility for errors in the Services
and/or a breach of any warranty by TTL in this Clause 21. |
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23. |
General
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23.1. |
The
Customer shall not assign or delegate or otherwise deal with any of
its rights and obligations under this Contract without TTLs prior
written consent given by a duly authorised representative, such
consent not to be unreasonably withheld or delayed. TTL shall have
the right to assign or otherwise delegate all or any of its rights
and obligations to any other person upon serving notice to the
Customer. No person who is not a party to this agreement (including
without limitation any employee or agent of either party) shall have
the right to enforce any of its terms, whether under the Contracts
(rights of thirds parties) Act 1999 or otherwise.
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23.2. |
This
Contract represents the entire agreement in relation to the subject
matter of this Contract between TTL and the Customer and supersedes
all other agreements and representations made by either party whether
oral or written.
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23.3. |
Failure
by either party to exercise or enforce any right conferred by this
Contract shall not be deemed to be a waiver of any such right nor
operate so as to bar the exercise or enforcement thereof or of any
other right on any later occasion.
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23.4. |
Other than defined terms, words and
expressions have their normal English meaning as they would be
understood by a reasonable person in the context of this contract
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23.5. |
This
Contract shall be governed by and construed and interpreted in
accordance with English law
and the parties hereby submit to the non-exclusive jurisdiction of
the English Courts.
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23.6. |
If
any provision of this Contract is held by a court or any governmental
agency or authority to be
invalid, void or unenforceable, the remainder of this Contract
shall, to the extent
permissible by law, remain legal, valid and enforceable.
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23.7. |
Notwithstanding
any other provision of this Contract, TTL may change the terms of
this Contract at any time by notice in writing to the Customer.
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23.8. |
If
TTL makes a mistake in any bill, it will correct it as soon as the
mistake comes to TTL's attention,
and TTL will, if appropriate, refund any money to Customer promptly.
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23.9. |
Unless
the Contract states otherwise in writing, the benefit of this
Contract is personal to the Customer and only the Customer can
enforce the contractual terms. TTL may use subcontractors to perform
its obligations under this Contract.
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