Terms and Conditions of Business

Monday December 03 2012 - , , , , , ,

Terms of Business

Provision of Products and Services by TiGra Networks

This document, and the documents to which it refers, define the terms of the agreement by which we provide you with goods and/or services.

Document Revision: 13      3 December 2012

If you are not happy with any of these terms or require any clarification please contact us at Support@tigranetworks.co.uk.

Whilst this is a standard contract, we are happy to consider changes to meet your specific circumstances. Where we agree a variation to this standard agreement it must be in writing signed by an authorized person, or an email electronically signed by an authorized person, and such changes will take precedence over these terms.

Interpretation

This agreement is written in plain English and should be read as such. This agreement is subject to English law.

We have used the terms we, us, our, etc. to mean TiGra Networks, and you, your, etc. to mean the customer to whom we are providing goods and/or services. We are TiGra Networks and our address of record is The GTi Suite, Ty Menter, Navigation Park, Abercynon, CF45 4SN. Our email address for customer service and technical support is Support@tigranetworks.co.uk.

We have tried to make the terms in this agreement general and easy to understand. The terms should be read as a statement of what we intend and read to the full extent that the law permits. If a term is not valid in some context, it should be read to the full extent that it is valid, or possibly only applying to a narrower context which allows it to be valid.

Limitations of liability

We understand that ongoing operation of goods and/or services we provide can be important to you but we expect you to understand that such goods and services can fail for a variety of reasons. It is also possible for us to make mistakes. As such we expect you to take whatever precautions or insurances against such failure or mistakes as you see fit, including situations where we may be negligent. We exclude any liability for consequential losses or tort.

If we are negligent, then we accept that we may have liability. We require you to prove we have been negligent in such cases. We require you to demonstrate actual losses for your claim. We require you to take all reasonable steps to minimize your losses.

Whilst there are no limits on our liability for death or personally injury due to negligence, we limit our liability for any other negligence or any other reasons to a refund of the amount paid for the failed goods or services. (We also make it a condition that you do not use any of our goods or services in any safety of life situations where a failure could cause death or personal injury). You agree to this limit whether we are negligent or not and even for liabilities that somehow occur when we are not in breach of contract with you.

In the case of on-going services this limit of liability is the pro-rata charge we have made for the period each specific service was not adequately provided, and then only from when the problem was reported to us, and only then after allowing reasonable time for us to get the problem rectified.

If an incident relates to an ongoing service but not a specific time frame, then we limit our liability to the charges you have paid for the related service for a one month period.

If we are providing a resilient or redundant service package so that overall services continue in some way when part of the service fails - then the liability only relates to a period where the service as a whole has failed (i.e. all of the redundant parts have failed).

You agree that our liability is also limited in respect of any claim you make indirectly or via any third party (such as a bank or insurance company) and agree to indemnify us against charges above that liability in any such claim.

Whilst we may choose to offer a good will credit at our discretion, you agree that if we are not in breach of contract then we have no liability to compensate you at all, and that if we are then our liability is limited as above. You also agree that the limits of liability apply if you take a case to alternative dispute resolution and you will not accept any award in excess of these agreed limits. This does not stop you taking cases to ADR if you are eligible to do so and if we have failed to resolve a formal dispute and does not stop you accepting any awards that are within what you have agreed as our limit of liability in this contract - we are simply expecting you to stick to what has been agreed, which is the whole point of having a contract.

Important

It is important to realize what this means. Basically, in most cases, if we screw up, the most you can get is your money back. Some of our services are very cheap and some are even free of charge, so this is not a lot of compensation. If this is a problem, then you should look at getting your own insurance or buying services from someone else. When you order goods or services from us you are agreeing to these limits of liability.

These terms do not affect your statutory rights, but they apply to the full extent that the law permits them to within those rights.

Prices

Prices for our products and services are agreed individually with each customer. Our services are aimed at business customers so our prices are normally exclusive of VAT at the prevailing standard rate, unless otherwise specified. Where we sell products and/or services to consumers, then our prices will be inclusive of VAT.

All our invoices show VAT exclusive unit prices with VAT added to the line total.

Our web site is not to be taken as an offer in the contractual sense, but is merely an invitation for you to make an offer to purchase goods or services from us, which we may decline for any reason.

Any postage is charged at approximate cost (plus VAT) where applicable. Note that we consider postage or carriage to be a separate service we are providing and as such cannot be cancelled under the distance selling regulations once the item is posted/shipped. You can buy goods without buying a postage service by collecting from our offices, or arranging for a courier to make a collection, by prior arrangement.

If taking a settlement discount is part of your standard terms and you think we have agreed those standard terms then any prices we quote on the web site or a quotation are those after deduction of your settlement discount.

Effect of a VAT rate change

In the event of a VAT change we aim to adjust prices accordingly, but this may not be at the same time or exactly the same amount.

The VAT rate that applies is the VAT rate applicable at the actual tax point of the invoice issued.

Periodic Billing

For ongoing services we will issue an invoice periodically (e.g. monthly). You may also receive additional bills for one-off charges, equipment or other services. We normally issue invoices in advance such that the due date falls on the first day of the period being billed. Our payment terms differ by customer and service offered, but if we do not state our terms then a default of 30 days shall apply.

Ongoing services generally require 30 days’ notice of termination unless otherwise agreed in writing. All service periods already invoiced must be paid in full even after termination. Upon receiving your notice of termination we will issue an additional invoice for the notice period less any amount already invoiced for that period, which will fall due immediately.

We may, in some cases, issue batches of invoices issued on the same date with the same terms, one for each month of the period covered. These can be paid with a single payment. We reserve the right to insist on calendar monthly billing if we wish.

Bills may be for a partial period (e.g. 1.5 months) at the start or end of a service, or if changing billing cycle. Whole days are considered only, with a part day counting as a whole day. A partial bill for monthly, quarterly or annual billing considers each day covered to be a proportion of its month (e.g. days in February are 1/28th or 1/29th of a month). For billing cycles based on weeks, each day is considered to be 1/7th of a week.

Payment

You are expected to read the invoices and statements we send you and contact us promptly if you believe there is any error or anything you don’t understand.

Each invoice states the payment terms, and you must ensure payment actually reaches us or our bank within the payment terms. This is your responsibility, so you should allow yourself time to resend payment if it is lost in the post or a card payment is not authorized or other such eventualities.

You must ensure your payment quotes our reference number (e.g. INV1001, SO2002) as quoted on your invoice or sales order, so that we can accurately identify what you are paying. This is to be written on the back of cheques sent, or included as a payment reference in any electronic payments. The payment will then be applied in full to the one specified account. If you pay by cheque or any form of bank transfer, the date we receive cleared funds (as shown on our bank statement) is considered to be the date you paid. If you pay by PayPal, the date shown in our PayPal transaction history is considered to be the date you paid.

Cheques are problematic and very inconvenient for us to deal with and we ask that you avoid using that method of payment if at all possible, but we understand that some situations require the use of cheques. If you absolutely must pay by cheque, then you must ensure that your cheque reaches us at least 7 calendar days before the invoice due date, to give us time to bank and clear the cheque. Remember to allow additional time for postage. It is your responsibility to get the payment to us in time. If anything goes wrong with the payment (e.g. we don’t receive the payment or the cheque is refused by the bank) and as a result your invoice becomes past due, we will not have any sympathy and will issue statutory late payment charges.

Credit terms

Unless we specify otherwise, invoices are due for payment in full within 30 days of issue. All of our invoices clearly state the payments terms and the due date. We are prepared to agree terms such as 14 days, 30 days or end of following month at our discretion. Credit is not automatic or a right and even if we agree terms, we may withdraw or change credit terms for future invoices if we wish. If you do not agree to the terms stated on each invoice you must contact us immediately.

Invoices issued for immediate payment must be paid promptly, and payment must arrive no later than 7 days from issue of the invoice. We consider this to be sufficient time for a cheque, BACS transfer, Counter Deposit, PayPal or other form of payment even allowing for public holidays, etc.

Clawed back payments

With some types of payment (e.g. PayPal) it is possible for you to claw back the payment at a later date.

There really should be no reason for a claw back. If we have mistakenly taken payment from you, please contact us and we will immediately return the incorrect payment. We are also happy to pay you any bank charges that you have been charged because of the mistake, up to the administration fee we charge (see below).

It is also important to note that any returned or clawed back payment is cancelled on your account with us, making it as though the payment was not made at all, and you may become liable for late payment penalties and/or interest, as well as administration fees (see below).

Administration fee

Normally, there is no reason for us to charge an administration fee. This only applies when things go wrong or when customers behave in a way that causes us to incur additional costs. We would far rather resolve the matter and help you send payments correctly than charge administration fees, but where our attempts to resolve the situation are not heeded then we will charge the fee.

On the first occurrence, the fee will be £5.00 + VAT, which may be waived if the matter is satisfactorily resolved. The second and subsequent occurrences will incur a fee of £20.00 + VAT.

We may charge you an administration fee for the following, on each occasion:-

  • If you pay by cheque, and the cheque is returned unpaid by the bank. We will also charge you any bank charges which our bankers charge for handling the cheque
  • If you pay by BACS, PayPal or any kind of direct transfer and the payment cannot be automatically processed, e.g. you do not include the correct payment reference with the payment.
  • If you pay by card or PayPal, and later the card payment is clawed back or you attempt to claw back the payment. This applies even if we successfully defend the claw back claim, or the claw back is later returned, as it is to cover the admin work involved in doing so. We will also charge any fee that we are charged by our bank for the claw back.
  • If you pay by PayPal subscription and the payment fails for any reason.
  • If you ask us to print a paper copy of an invoice or statement and post it to you. We send invoices and statements by email, free of charge.
  • If you make an unnecessary payment to us or an overpayment and require us to return it to you. If the payment incurs any special bank charges, such as for a high value or same day transfer, we will also charge these. We may deduct all such charges and fees from the repayment being sent to you. Any returned payments or balances will normally be made by 3 working day bank transfer.
  • If you send unsolicited commercial emails to any of our systems or email addresses contrary to Section 22 of The Privacy and Electronic Communications (EC Directive) Regulations 2003, or expect us to take any actions relating to such spam then an admin fee applies, and we consider our admin fee to be part of our damages as per Section 30 of the regulations.

Payment of an administration fee does not exempt you from statutory late payment charges. If, for any of the reasons above, your invoice becomes overdue, we may still add statutory late payment charges as explained under ‘Late Payment’, below.

We also reserve the right to charge a small handling fee for payments in line with our processing costs. This is not normally charged, but this protects us from, for example, someone maliciously paying a bill in multiple small payments in an attempt to increase our bank charges.

Advance payment or over payment

If you send us money that you do not owe us, such as an over payment or a payment when there are no outstanding invoices, then we will hold this as money on your account. You can ask for the credit balance on your account back at any time and as such we do not consider the payment to be an advance payment in respect of specific future goods or services (Value Added Tax Act 1994 section 6(4)). We do not pay interest on any credit balance. If we invoice you for any goods and services then we will, at that point in time, apply any credit balance on your account towards paying that invoice. Your credit balance is not considered a pre-payment for future goods or services.

If we ask for a deposit with your order, then this is placed on your account as an advance payment. If the order cannot be completed and your deposit is refundable then it will be refunded by 3 day bank transfer to you on request. However, we will deduct from the refund any amounts you owe us at that point.

Late Payment

Late payment interest and penalties are charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended. This is a policy in line with The Better Payment Practice Campaign as promoted by H M Revenue & Customs. Note that this includes statutory compensation for late payments between£40 and £100 per late invoice in addition to interest charges at 8% above base lending rates, so it is wise to pay on time. All payments received are applied on account as the date they are received, clearing debts in strict order of due date. Late payment penalties apply to all commercial contracts in the UK and cannot be excluded.

Payments for invoices shall be considered late when we have not received cleared funds in our bank account by the close of business on the due date. Where payment terms are less than 7 calendar days, the invoice shall be treated as if 7 days payment terms applied, to give you reasonable time to send a payment. Where payments for services are due in advance of delivery, we will issue invoices in advance such that the due date falls on the first day of the service period and you must pay by that date.

If we give you time to pay (credit), we are doing this because we recognize that many businesses have complex systems for signing off and paying invoices, and that people can be on holiday or sick, etc. It is not because we wish to operate as a bank and lend money and it should not be used as a means to obtain goods and services when you can't afford them. As such we do not expect you to deliberately wait until the last moment you think you can send payment and still be within terms. If you do, and miss the date even by one day we will not have any sympathy and will charge late payment charges as the law permits.

It is your responsibility to ensure that your payment reaches us, on time. When an invoice remains unpaid beyond the due date, we will make a good faith attempt to remind you, usually by email. You must then pay in full within 48 hours or contact us to negotiate payment. If we do not hear anything within 48 hours, we will issue the late payment charge and you will then have to pay it, as well as the original invoice.

Changing terms and prices

You cannot change these terms and conditions. You cannot assign this agreement to anyone else without our agreement. We may change the terms and conditions and prices and any associated rules (such as the Acceptable Use Policy). We will put the new versions on our web pages. We may also assign the agreement to any other party after giving you one month's notice.

For any one-off sale or the start of a new on-going service the terms and prices at the time of order apply even if recently changed. We will normally advise you of prices when you place the order.

Changes that are to your detriment

For on-going services, if we make a change that is to your detriment (including increasing the price of on-going services) then you have some additional options.

  • You can simply accept the changes to terms or prices: If you do not dispute the change within one month after the change is published on the web site, or in the case of a price change of an on-going service then within one month of the new price shown on an invoice, then we consider you have accepted the change. To accept the change you do not have to do anything.
  • You can dispute the change and cease your service: During that one month you can dispute the change. If you are within a minimum term for a service we can either agree to apply the previous terms and prices until the end of the minimum term, or we can allow you to cease the service early without penalty, at our discretion on a case by case basis. If you are not within a minimum term you can cease the service within one month, and have the previous terms and price apply until the cease (re-issuing the previous invoice if necessary) but you must request this adjustment within 3 months.

When price changes take effect

Our standard current price, as published on our web site or as notified to you individually, applies at the time the invoice is raised for the service. The price applies for the whole of the period invoiced. This means, for example, if you have quarterly billing then the advance charged price for on-going services is fixed for the whole quarter invoiced even if we change prices during that quarter.

In some cases a special price may apply for a period known in advance or a price change may be published in advanced with an applicable date. In such cases advance billed charges may be split at the date the price change is known to happen.

The key point here is that the price shown on the invoice is not changed retrospectively once the invoice is issued.

For telephone services the price is that applicable at the time of the call. To be exact: the named rate for the call is the rate applicable for the number dialed as at the time the call starts. The price for that named rate is the one applicable at the time the call ends. The call is broken in to parts for peak, off-peak, and weekend as applicable.

How we communicate

General information, notices and status updates are made available on our web pages from time to time, including any changes to these terms.

We may use email to communicate changes, including any changes to terms and conditions or policies or other important information. You must check our web pages, or read email to ensure you are aware of such information. If you have a domain from us, you must accept and read email directed to postmaster at your domain. If we have emailed postmaster at your domain, or the last email address you told us, then notice is considered to have been served. We consider an email to have been sent once passed to and accepted by any of the mail servers defined for handling email for your email address. It is up to you to choose mail servers that do not throw away email that they have accepted.

You may contact us using our published email, Facebook, Twitter, telephone or postal information. You are responsible for ensuring any communication actually reaches us, and we consider your communication valid on the date and time it reaches us and not when it was posted or sent. Invoices and late payment reminders are normally sent by email to the address you have advised to us for your accounts department. You can change the email address to which they are sent whenever you like by contacting us at Support@tigranetworks.co.uk.

Customer services and being rude, etc.

We try to always be helpful and polite, and we expect customers to do likewise - however this is not part of the contract. If we, or you, are rude or unhelpful then there is no compensation for this either way in the contract. We may terminate a call or chat if we feel you are being rude, and we would be happy for you to do the same. We are happy for you to provide feedback on such cases and we will endeavor to address them (again that is not part of the contract).

Resolving disputes and arbitration

If you have a dispute we will try and resolve your dispute promptly and fairly. Please remember that the contract terms are key in deciding if you are right or wrong, and that you have agreed a limit of liability even if we are wrong. Please read the limitations of liability section carefully before considering taking any formal action.

Either of us can make use of the courts to resolve a dispute. It is agreed that English law applies and any dispute will be resolved in the English courts if possible. It is agreed that if the claim is within the scope of the small claims process then the small claims courts will be used to resolve the dispute and so minimize costs and risk for either side.

Of course, none of this stops us providing a good will credit to you if there are mistakes or inconvenience, should we wish. Such a good will credit will be in exchange for your agreeing that the dispute is fully resolved and that you will not take a matter to arbitration or courts.

Liquidation, etc.

If you go in to liquidation, administration, bankruptcy or in any way stop being liable to pay your outstanding invoices, then we may terminate all services being provided immediately. All goods which have not been paid for in full are ours, and we have the right to collect them from you.

The person(s) dealing with your company (e.g. liquidator) may ask us to continue to provide services. For example, they may want to sell a business as a going concern, or sell assets such as domain names. If they do, then they will have to pay all outstanding charges for those services and agree to pay ongoing charges in advance. This is particularly important for domain names. If we terminate domain names then they can be immediately registered by anyone else (including us) and become their asset.

If you take over the business of a company that has gone in to liquidation and wish to take over services urgently, we may charge a fee for expediting the arrangement of such services which we decide on a case by case basis.

Miscellaneous

Any act of forbearance should not be construed as a waiver of contract terms. For example:

  • If we choose not enforce our contract terms at any point, we still have the right to do so later.
  • If we don't charge you for something right away, we still have the right to do so later.

These terms are not intended to benefit any third party as per Contracts (Rights of Third Parties) Act 1999.

We may anonymously quote comments from any emails or comments we receive unless you specifically say we can't, e.g. for our testimonials page. If we use your name, trading name or logo, we will ask permission first.

If you deliberately do something knowing it will cost us money over and above the normal costs for providing the goods or services we supply you, then you have to compensate us for that extra cost.