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 Plestowes Barns, Hareway Lane, Barford, Warwick, CV35 8DD (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 TTL’s product and service literature (the “Services”).

 

 

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 TTL’s 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 provider’s telephone system.

 

 

2.

Contract Information:

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 TTL’s 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)
 

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.
 

2.3.

If TTL provides the Customer with a revised version of TTL’s 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.
 

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.

 

 

3.

Provision of Services

3.1.

The Service levels for each Service shall be as specified in the service literature ("Service Levels").
 

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.
 

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").
 

3.4.

From the Service Commencement Date, each Service shall, subject to Clause 11, continue

 

 

 

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
 

.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.
 

3.5.

Customer's right to cancel

 

 

 

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.

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.
 

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.
 

3.6.

Inspection of goods

 

 

 

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.
 

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.
 

3.7.

Availability and pricing

 

 

 

3.7.1.

All equipment / goods and services are supplied subject to availability.
 

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.
 

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.

 

 

4.

Delivery Arrangements
 

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.
 

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.
 

4.3.

TTL will deliver by post special delivery or courier as appropriate.

 

 

5.

Installation and Delivery of Services
 

5.1.

Special Rate Numbers

 

 

 

5.1.1.

TTL shall allocate to the Customer the Special Rate Number(s).
 

5.1.2.

The Customer shall give TTL at least one week’s 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.
 

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.
 

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).
 

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 Customer’s line provider if the volume of calls to the Special Rate Number(s) exceeds the Customer’s forecast
 

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.
 

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.
 

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.
 

5.2.

General

 

 

 

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.
 

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 Customer’s 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.
 

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.
 

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.
 

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.
 

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.
 

5.3.

TTL shall be entitled to:

 

 

 

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;
 

5.3.2.

suspend the Services for operational reasons or in case of emergency or in accordance with Clause 11; and
 

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.
 

6.

Equipment
 

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.
 

6.2.

The Customer agrees to:

 

 

 

6.2.1.

ensure that any equipment used by the Customer in conjunction with the Service
conforms to the relevant standards and approvals;
 

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 TTL’s equipment and to receive the Service;
 

6.2.3.

ensure the safe use and custody of all equipment provided by TTL;
 

6.2.4.

comply with TTL’s reasonable instructions to modify its equipment in order to receive the Service;
 

6.2.5.

return all equipment provided by TTL upon termination of the Contract.
 

7.

Use of Services
 

7.1.

The Customer undertakes to use the Services in accordance with:

 

 

 

7.1.1.

such instructions and conditions as may be notified in writing to the Customer by TTL from time to time;
 

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;
 

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
 

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.
 

7.2.

Without limitation to the generality of Clause 7.1 the Customer shall undertake not to use the Services:

 

 

 

7.2.1.

for the transmission of material which is defamatory, offensive or of an obscene or menacing character; or
 

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);
 

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 TTL’s service literature.
 

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.
 

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 TTL’s 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.
 

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.
 

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.
 

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 Customer’s liability to pay the charges as set out
herein.
 

 

 

8.

Acceptable Usage
 

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.
 

 

 

9.

Fault Resolution
 

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.
 

 

 

10.

Charges and Payment
 

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 TTL’s price list (from time to time) (the “Charges”).
 

10.2.