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1.
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“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.
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2.
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Contract Information:
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2.1.
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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)
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2.2.
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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.
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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.
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2.4.
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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.
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Provision of Services
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3.1.
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The
Service levels for each Service shall be as specified in the service
literature ("Service Levels").
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3.2.
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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.
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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.
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From
the Service Commencement Date, each Service shall, subject to Clause
11, continue
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3.4.1.
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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.
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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.
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Customer's
right to cancel
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3.5.1.
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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.
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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.
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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.
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Inspection
of goods
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3.6.1.
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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.
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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.
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Availability
and pricing
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3.7.1.
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All
equipment / goods and services are supplied subject to
availability.
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3.7.2.
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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.
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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.
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Delivery Arrangements
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4.1.
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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.
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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.
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TTL
will deliver by post special delivery or courier as appropriate.
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5.
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Installation and Delivery of Services
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5.1.
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Special
Rate Numbers
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5.1.1.
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TTL
shall allocate to the Customer the Special Rate Number(s).
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5.1.2.
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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.
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5.1.3.
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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.
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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.
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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
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5.1.6.
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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.
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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.
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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.
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General
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5.2.1.
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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.
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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.
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5.2.3.
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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.
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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.
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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.
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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.
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TTL
shall be entitled to:
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5.3.1.
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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.
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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.
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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.
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Equipment
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6.1.
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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.
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The
Customer agrees to:
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6.2.1.
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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.
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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;
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6.2.3.
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ensure
the safe use and custody of all equipment provided by TTL;
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6.2.4.
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comply
with TTL’s reasonable instructions to modify its equipment in order
to receive the Service;
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6.2.5.
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return
all equipment provided by TTL upon termination of the Contract.
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7.
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Use of Services
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7.1.
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The
Customer undertakes to use the Services in accordance with:
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7.1.1.
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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.
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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.
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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.
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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.
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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.
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for
the transmission of material which is defamatory, offensive or of
an obscene or menacing character; or
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7.2.2.
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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.
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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.
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7.3.
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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.
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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.
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7.5.
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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.
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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.
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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.
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8.
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Acceptable Usage
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8.1.
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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.
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Fault Resolution
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9.1.
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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.
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Charges and Payment
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10.1.
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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”).
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10.2.
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