TTNC LIMITED - TERMS AND CONDITIONS

Telephone: +44 (0)20 3151 1000
Freephone: +44 (0)800 468 1000
Facsimile: +44 (0)845 468 1001
Web Site: www.ttnc.co.uk
Email Address: mail@ttnc.co.uk

TTNC is a Limited company registered in England and Wales.
Company Registration Number: 5256607
VAT Number: 853462419

Last Updated April, 2008

PLEASE NOTE: Always check http://www.ttnc.co.uk/about/terms.do for latest version.

1 DEFINITIONS

"Account" means the record of all Charges due from a Customer.
"Agreement" means the agreement between TTNC and the Customer.
in respect of the Services incorporating these terms and conditions.
"Charges" means the charges payable in respect of the Services (as amended from time to time in accordance with these Terms and Conditions) as set out in the Customer Order Form or as otherwise notified to the Customer before they are incurred.
"Customer" means the party named as such on the Customer Order Form to whom TTNC agrees to provide Services and by whom Charges are payable.
"Customer Order Form" means TTNC's Online or Paper Customer Order Form completed by the Customer.
"Initial Connection" means the time and date when the Services are first made available to the Customer.
"PhonePayPlus" means the UK regulatory body for all premium rate charged telecommunications services.
"OFCOM" means the Office of Telecommunications.
"Operator" means the provider of access to the Telecommunications Network.
"Order" means a Customer's order for services made on a Customer Order Form.
"Otelo" means the Office of the Telecommunications Ombudsman.
"Premium Rate Number" means the telephone number allocated to a Customer for the purpose of enabling the Customer to provide Premium Rate Services.
"Premium Rate Services" means telephone services providing information, advice, entertainment or any other services defined from time to time by ICSTIS as being Premium Rate Services.
"Revenue" Means sums payable by TTNC to the Customer in respect of Premium Rate Services.
"Services" means connection to the Telecommunications Network, provision of Telephone Numbers and other telecommunications services as set out in one or more Customer Order Forms for the Customer or otherwise notified in writing by TTNC to the Customer.
"Destination" Means the Destination Telephone Number or Email Address where we Route Calls or Faxes to.
"Telecommunications Network" means the public and private telecommunications systems accessed by the Telephone Number or by which the Services are made available.
"Telephone Number" means the telephone number (including Premium Rate Numbers if applicable), allocated to a Customer.
"TTNC" means TTNC Limited or any subsequent service provider that takes over the Services and/or the Customers.
"TTNC Website" means the website at URL www.ttnc.co.uk or any subsequent or additional URL as TTNC (or any subsequent service provider that takes over the Services and/or the Customers) may determine.

2 PROVISION OF SERVICES

2.1 TTNC agrees to provide Services to the Customer on the terms and conditions of this Agreement once TTNC has accepted the Customer's Order. TTNC will have accepted the order upon the Initial Connection.
2.2 It is estimated that the Initial Connection will be no more than 48 hours after receipt of the Order. TTNC will notify the Customer if this is not the case.
2.3 The minimum period for the Services is 12 months from the Initial Connection unless stated otherwise (the "Minimum Period"). This Agreement will continue after the expiry of the Minimum Period unless and until:

2.3.1 It is terminated by either party giving at least one month's written notice to terminate the Agreement expiring on the first or any subsequent anniversary date of the Initial Connection. In the case of notice given by the Customer, the notice shall not become operative until the Customer receives, by way of acknowledgement, a cancellation acceptance form signed by an officer of TTNC on TTNC's Letter Head; or
2.3.2 It is terminated in accordance with clause 11 below.

2.4 The Services are supplied subject to all limitations of the Telecommunications Network including the risk of imposed prefix or number changes. In particular TTNC is unable to guarantee that all overseas systems will be able to access the Customer using the Telephone Number or that telephone keypads will use the same alphanumeric combinations as are currently used in the UK.
2.5 Each Order will with these terms comprise a separate contract between the parties unless the order specifies that it is an amendment to an existing contract.
2.6 Where an Order covers more than one Telephone Number each Telephone Number shall be deemed the subject of a separate and severable Agreement.
2.7 Where the Customer's name or if applicable company registered number on the Customer Order Form is incorrect or incomplete, the Customer agrees that TTNC may treat as being the Customer the individual or organisation that paid the initial service charge for the Services.
2.8 TTNC or any subsequent service provider that takes over the Services and/or the Customers has the right to change, amend or modify the Services, the Charges and the Terms and Conditions upon the provision of notice to the Customers by email to the email address provided to TTNC or by publication of the changes, amendments or modifications on the TTNC Website. Customers are responsible for regularly reviewing such information to obtain timely notice of such changes, amendments or modifications. Continued use of the Services or non-termination of the Services after changes, amendments or modifications are sent to the Customer's email address or are posted on the TTNC Website constitutes Customer's acceptance of the Services, Charges and/or Terms and Conditions as changed, amended or modified.

3 TTNC'S OBLIGATIONS

3.1 TTNC will use reasonable endeavours to provide the Services but TTNC shall not be liable for any failure resulting from factors outside TTNC's control. In particular TTNC is not responsible for the operation of the Telecommunications Network.
3.2 TTNC reserves the right from time to time to improve or alter the Services as it deems appropriate.
3.3 TTNC will provide an after sales service and help desk contactable by telephone.

4 CUSTOMER RESPONSIBILITIES

4.1 The Customer shall at all times:

4.1.1 Comply with any reasonable directions or instructions (including requests for assistance or information) issued from time to time by TTNC in connection with the Services or any of them;
4.1.2 Pay TTNC's charges under this Agreement on or before the due date for payment without set off or deduction;
4.1.3 Ensure insofar as is possible that the Telephone Numbers are not used in any unlawful, improper or damaging manner;
4.1.4 Indemnify and hold harmless TTNC against all liabilities, claims, damages, losses, costs and proceedings howsoever arising from any improper use of the Services;
4.1.5 Indemnify and hold harmless TTNC against all liabilities, claims, damages, losses, costs and proceedings howsoever arising from a claim by a third party where the third party claims it has the right to prevent the Customer from using the Telephone Number.
4.1.6 Once an order for a number has been confirmed, the customers should check that the numbers is working properly and report any faults to TTNC immediately.
4.1.7 Inform TTNC of any changes to an email address.

4.2 Where the Customer's Order Form includes an order for a Premium Rate Number the Customer shall also:

4.2.1 Provide TTNC with an accurate description of the Premium Rate Service it intends to provide;
4.2.2 Prior to providing the Premium Rate Service ensure that it obtains all necessary licences, authorities and approval from ICSTIS, OFCOM and any other regulatory body relevant to the Premium Rate Service and thereafter maintains such licences, authorities and approval for the duration of this Agreement;
4.2.3 Upon the request of TTNC provide TTNC with written evidence of such licences, authorities and approval;
4.2.4 Notify TTNC immediately of any intention on the part of the Customer to change the nature of the Premium Rate Service and obtain TTNC's agreement in writing to the proposed change prior to providing the new Premium Rate Service;
4.2.5 Ensure the Premium Rate Service:

4.2.5.1 Complies with all relevant legislation, regulations, guidelines and codes of practice;
4.2.5.2 Does not include any material which is defamatory, offensive, indecent, threatening or likely to bring TTNC into disrepute by virtue of its connection with the Customer;
4.2.5.3 Does not refer to TTNC or the Operator without their prior approval in writing.

4.2.6 The Premium Rate Service may be monitored from time to time by TTNC in order to ensure compliance with the terms and conditions of this Agreement or by the Operator, ICSTIS or any similar authority to ensure compliance with all applicable legislation, regulations, guidelines and codes of practice.
4.2.7 If a Customer selects "Delete Number" they will be asked to confirm whether they want to delete the number - if they confirm that they want to delete the number, the number will be de-activated and become available for someone else to use. There is no Pro-Rata refund for any services or numbers.
4.2.8 All Customers must a valid email address in order to use any of TTNC's Services. TTNC sends out Alerts, Invoices, Call Credit Balance Updates, Service Updates and Company News by email to all customers.

5 CHARGES AND PAYMENT

5.1 Connection and Initial Service Charges are payable on completion of the Customer Order Form.
5.2 Any other Charges including Call Routing Charge are payable in advance. TTNC may invoice Monthly, Quarterly or Annually. In respect of unascertainable future charges, TTNC may require a reasonable security deposit.
5.3 TTNC requires that the Customer pay by Credit/Debit Card, Electronic Bank Transfer (BAC's and CHAP's), Direct Debit, Standing Order or Cheque. In the event that the Customer is unwilling or unable to pay by TTNC's chosen means - or - such automated means are not set up or fail for any reason before TTNC invoices the Customer; an additional administration charge may be levied for each invoice.
5.4 Certain Services (e.g. Routing Call to a Mobile or International Destination) have additional costs which are outside the control of TTNC. Where any such charges are increased to TTNC it shall forthwith advise the Customer and be entitled to increase its own charges for the same Services by the same proportion.
5.5 Overdue payments shall be subject to interest at an annual rate equal to the statutory interest rate chargeable under the Late Payment of Commercial Debts (Interest) Act 1998 both before and after judgement.
5.6 Our published prices are exclusive of Value Added Tax.
5.7 TTNC shall in respect of each Service be entitled to review and vary from time to time the Charges and introduce new Charges. The varied or new charges shall take effect 2 weeks after written notice has been given to the Customer detailing such variations or new Charges in accordance with Section 2.8.
5.8 Charges may also be imposed in the following circumstances brought about by a Customer request:

5.8.1 Change of Destination Number if Customer is using an IVR Application or a Premium Rate Service.
5.8.2 Change of Operator for any Telephone Number.
5.8.3 Change of Service Provider or Network Operator upon termination of this Agreement in respect of any Telephone Number.
5.8.4 Transfer of any Telephone Number to another Individual or Organisation.
5.9 The Customer shall not dispute the amount of any Operator generated Charges unless and then only to the extent that TTNC is entitled to dispute such charges with the Operator.
5.10 TTNC shall be entitled to impose a £25 reconnection fee in the event that the Customer requests and TTNC agrees, to reconnect the Telephone Number following disconnection under clause 9.

6 REVENUE

6.1 The Customer shall be entitled to receive Call Share Revenue from TTNC based on the Minutes of Call Time generated by the use of a Premium Rate or some Non Geographic Number when applicable.
6.2 Call Share Revenue is payable on 09 Premium Rate Numbers, 0870 National Rate Numbers, 0871 Fixed Rate Numbers and 0844 Fixed Rate Numbers. Ofcom does not permit any Call Share Revenue to be paid on 070 Personal Numbers.
6.3 In order to earn Call Share Revenue, the amount of Inbound Minutes on 0870 and 0871 Numbers must exceed 1000 Daytime Minutes per Month, for 0844 Numbers the Inbound Minutes must exceed 2000 Daytime Minutes per Month, for 09 Premium Rate Numbers inbound minutes must exceed 50 minutes per month. Call Share Revenue can only be paid when a Number is routed to a UK Landline Number with a 01 or 02 prefix - or - to a SIP or IAX destination.
6.4 The minimum payment TTNC makes is £50.00, if the Call Share Revenue due for a month is not more that £50.00, then the amount will be credited to our Customers Account, once the amount in the Customers Account exceeds £50.00 we will make a payment.
6.5 The rate at which Revenue shall be paid shall be agreed upon between TTNC and the Customer.
6.6 Call Share Revenue is paid on a Monthly basis about 40 Days after the end of the month by Bank Transfer. TTNC must receive an Invoice from the Customer in order to pay Call Share Revenue.
6.7 TTNC shall be entitled to withhold Revenue due to the Customer:
6.7.1 Upon the suspension of the Service in accordance with clause 9;
6.7.2 If TTNC suspects the Customer is in breach of any term of this Agreement or any other agreement between the parties;
6.7.3 If TTNC suspects the Customer has increased its entitlement to Revenue by fraudulent or improper means;
6.7.4 If TTNC has not received the corresponding payment from the Operator.
6.8 TTNC shall be entitled to set off any Charges due to TTNC against Revenue due to the Customer.

7 THIRD PARTIES

7.1 The Customer may allow a third party to use a Premium Rate Number as part of a managed bureau service provided by the Customer in connection with the provision of Premium Rate Services, in which case the Customer shall procure the third party's compliance with the terms of this Agreement and all relevant legislation, regulations, guidelines and codes of practice.

8 TTNC'S LIABILITY

8.1 TTNC does not exclude or restrict any liability to the Customer for death or personal injury attributable to its own negligence or that of its employees or agents.
8.2 TTNC shall exercise reasonable skill and care in the provision of the Services.
8.3 Except as stated expressly otherwise in this Agreement, in relation to the provision of Services, TTNC shall have no obligation, duty or liability in or for contract, tort (including negligence and breach of statutory duty) or otherwise and all other conditions, warranties, terms representations and undertaking, express or implied (whether they are implied by statute, common law or in any other way) are excluded to the fullest extent permitted by law.
8.4 Where any Service has been continuously unavailable to a Customer for a continuous period of more than 7 days (the "Unavailable Period") and not as a result of any action or omission of the Customer or any event beyond the reasonable control of TTNC the Customer may apply to TTNC for a rebate of any time based Charges in respect of the unavailable Period and TTNC shall allow the Customer a proportionate rebate of such time based charges. TTNC shall have no other liability for failure or unavailability of the Telecommunications Network.
8.5 TTNC and any subsequent service provider that takes over the Services and/or the Customers shall not be liable, in contract, pre-contract, tort or otherwise, for any direct, indirect, consequential, special, incidental, statutory or punitive losses, damages or expenses suffered by the Customer or any third party including (but not limited to) any economic loss, loss of anticipated sales profits , revenues or savings, reputation, goodwill, business contracts or losses resulting from third party claims under or in connection with this Agreement or its termination or in relation to the suspension of the Services for any reason whatsoever.

9 SUSPENSION OF SERVICES

9.1 TTNC may suspend all or part of any Services provided to a Customer for so long as reasonably required or to disconnect all or any of the Customers Telephone Number/s at any time without notice if:

9.1.1 The Customer is in material breach of this agreement or any other agreement between the parties and in particular in breach of clause 4 or 5;
9.1.2 The Customer acts in such a way or permits anything to be done which, in the reasonable opinion of TTNC, relates to the Services and may impair or jeopardise the operation of the Services or any part of the Telecommunications Network;
9.1.3 Required to do so directly or indirectly by Law, the Operator, OFCOM or ICSTIS;
9.1.4 Required for modification or maintenance or in cases of emergency;
9.1.5 TTNC has reason to believe the Services are being used for unlawful, fraudulent or improper purposes.
9.1.6 A Customer has supplied TTNC with an invalid email address or an email address that does not work;
9.1.7 An email sent to the customer is undeliverable or returned/bounced back to TTNC;
9.1.8 When a Customers call charge balance reaches £0 (Zero pounds) or in to a negative balance.
9.1.9 Whenever TTNC, in its reasonable opinion, deems that it is required to do so.

9.2 The Customer shall remain liable for all Charges during any period of suspension attributable to the actions or omissions of the Customer.

10 DATA PROTECTION ACT

10.1 Information that the Customer provides to TTNC about private individuals relevant to TTNC's dealings with the Customer will be stored within TTNC's computer system.
10.2 For the purpose of the Data Protection Act 1998 ("the Act") TTNC needs to specify the purposes for which it will use that information. It will of course only use it for legitimate purposes, including:-
10.2.1 Communicating with the individuals concerned as necessary in connection with the Customer's dealings with TTNC;
10.2.2 Communicating with the Customer in connection with TTNC's services generally;
10.2.3 Providing it to third parties as required by the Customer or the law or as necessary in connection with the Customer's dealings with TTNC (including for inclusion in publicly available directories). Those third parties may be outside the European Economic Area;
10.2.4 Providing it to licensed credit-referencing agencies for credit checks to be undertaken.
10.3 By giving TTNC that information the Customer consents to TTNC holding using and disclosing it for those purposes.
10.4 TTNC is permitted under the Act to hold and use personal data for the purposes specified above. It will not process such data provided by the Customer otherwise than for those purposes or as otherwise required by the Customer.
10.5 TTNC confirms that it will comply with the Seventh Data Protection Principle under the Act (data security) in relation to all personal data supplied by the Customer.

11 TERMINATION OF AGREEMENT

11.1 TTNC may terminate this Agreement immediately by notice in writing to the Customer if:-

11.1.1 The Customer is in breach of any of the terms of this Agreement or any other agreement between the parties and does not remedy the breach within 7 days of the date of written notice from TTNC specifying the breach and requiring it to be remedied;
11.1.2 Any licence, permission, agreement or authorisation granted to the Operator or to TTNC necessary for the provision of the Services is suspended, revoked or terminated; or TTNC is unable to recover from the Operator Revenue payments due to the Customer.

11.2 Either TTNC or the Customer may terminate this Agreement immediately by notice in writing if it has reasonable reason to believe that the other has or will have debts to it which will not be paid when due.
11.3 In case the Customer terminate this Agreement the Customer shall be liable to compensate TTNC for its likely loss of income under the Agreement (from whatever source) from the date of termination to the date on which the Customer could have first terminated the agreement under clause 2.3.
11.4 TTNC (or any subsequent service provider that takes over the Services and/or the Customers) has the right to terminate this Agreement or suspend the Services at any time by giving 30 days' prior notice to the Customer. 11.5 Any termination of this Agreement shall be without prejudice to the rights of either party accrued to the date of termination.

12 GENERAL

12.1 TTNC shall send all Bills and serve any Notices on the Customer pursuant to this Agreement by Email to the Email address supplied by the Customer or any other address provided by the Customer for this purposeor in accordance with Section 2.8, on the TTNC Website.
12.2 The Customer shall serve any notice pursuant to this Agreement by post on TTNC at its Registered Office address.
12.3 All documents shall be deemed served 48 hours after sending.
12.4 No failure by TTNC to exercise any of its rights under these terms and conditions or concession granted and shall prevent subsequent enforcement of those rights or constitute an agreement to provide the same concession again.
12.5 Subject to clause 12.6, the Customer acknowledges that it has not been induced to enter into this Agreement by any representations made before or on entering into this Agreement (whether made negligently or innocently or whether oral or written) and that it has only relied upon matters set out in this Agreement in deciding to enter into this Agreement.
12.6 The Customer acknowledges that the only remedy it has against TTNC for any misrepresentation or untrue statement shall be a claim for damages for breach of this Agreement. However, if TTNC has made any fraudulent representations upon which the Customer has relied, the Customer may pursue TTNC, and the Customer shall be entitled to all available remedies under English law.
12.7 No variation of this Agreement or waiver hereunder shall be effective unless agreed in writing by TTNC.
12.8 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions and the remainder of the provisions in questions shall not be affected as a result.
12.9 The Customer shall not assign or try to assign any or all of the rights and responsibilities under the Agreement but TTNC may transfer its right and obligations hereunder to a new service provider in which circumstances the Customer shall enter into a new agreement with the new service provider.
12.10 Where two or more persons constitute the Customer their liability is joint and several.
12.11 TTNC may require a variation to the terms and conditions of the Agreement if so required by legislation, the Operator, OFCOM, PhonePayPlus or any similar authority.
12.12 Nothing within this Agreement is intended to create third party rights pursuant to the Contracts (Rights of Third Parties) Act 1999.
12.13 Any dispute as to the sum to which TTNC is entitled pursuant to clause 11.3 shall be referred to a single expert to be appointed by agreement between the parties or in default by the application of either party to the President for the time being of the Institute of Chartered Accountants. The expert's fees will be shared equally by the parties.
12.14 This Agreement is governed by English Law and English Courts shall have exclusive jurisdiction as regards any dispute.