tel.ninja Terms & Conditions of Service

1. Definitions

Wherever the following words and expressions appear in these terms and conditions, they have the following meanings:

'We', 'Us' and 'Our'
Tel.Ninja is a trading style of IPV6 Limited - Company no 06711525, a company having its Registered Office at: Berrycentre, Berrylands, Surrey, KT5 8LS.

'You' and 'Your'
the customer named on the original Order and all legal successors as recorded in the Account and any user of the Password.

'Account'
the record, protected by your Password, where we hold, both current and historic, your Personal Data and any Charges due from or paid by You.

'Activation' and 'Activate'
the point at which you instruct our systems to connect a Tel.Ninja number to your designated Network Termination Point including, but not limited to: a telephone number, voicemail service, faxmail service, IP address, PBX or VoIP service.

'Address'
your current 'Email Address' and your current 'Postal Address' as recorded in your Account.

'Agreement'
this agreement between us and you in respect of the Services to which these terms and conditions apply including our current price list.

'Charges'
the Service Charge(s), Usage Charges and any other charges payable by you in respect of the Services shown in the price list or otherwise incurred under this Agreement.

'Connection Charge'
the charge advised to You for connection of a Tel.Ninja Number to the Service, payable with this Order.

'End User'
the person or legal entity using the Services.

'Equipment'
any equipment approved for connection to our or any public telecommunications system which enables use of the Services in conjunction with a Tel.Ninja Number.

'Tel.Ninja Number'
the necessary telephone number as may be allocated by us to you in the provision of the Services to a Customer which enables access to the Services, and which is protected by a PIN or password.

'Minimum Term'
each connected Tel.Ninja Number is provided to you on the basis of a minimum term of 12 months for chargeable products and services and/or a minimum term of three months for non-chargeable products and services, from the date that we first make the Services available to you. A termination fee will be charged for early cancellation.

'Minimum Usage'
in order to conserve numbering resources and to comply with Ofcom numbering regulations, including but not limited to General Condition 17, each connected Tel.Ninja Number is provided to you on the basis that you continue to subscribe to our services to indicate to us that your Tel.Ninja Number is still in use and still required by you. For the avoidance of doubt we agree that you may return any of your Tel.Ninja Numbers to us for resale by emailing info@tel.ninja.

'Network'
our public telecommunications system or any such system leased by us or subcontracted to us by which the Services are made available.

'Order'
your written Order for the Services on paper, fax or in other electronic format at our sole discretion and subject to these terms and conditions.

'Password'
the sequence of words or numbers assigned to protect the Account at the time of first Order of a Tel.Ninja Number and changed by you or by us on your behalf from time to time.

'Price List'
the list of Charges containing explanations, definitions, notes and conditions which form part of this Agreement, as published by us from time to time.

'Selection Charge'
the charge published in our Price List payable with this Order on any selection of a Tel.Ninja Number.

'Quarantine Period'
the period after which disconnected numbers may be reused. In order to maximise quality this is normally twelve (12) months after number disconnection. Shorter or longer periods may apply in special circumstance at our sole discretion.

'Services'
those telecommunications and other services as may be made available to you from time to time.

'Service Charges'
the standing sum published in our Price List payable by you periodically for continued access to the Services.

'Signed' and 'Signing'
for the purposes of the Agreement any Order made electronically shall be deemed signed when your Activate your Tel.Ninja Number or first use the Services whichever is the earlier and by signing the Order you agree to be bound by the Agreement.

'Usage Charges'
the charges per unit of time, if any, as published in our Price List for metered usage of the Services.

'Website'
the Internet web site(s) owned and operated by us, including but not limited to www.tel.ninja

2. General Conditions

  1. By using the Services you will be deemed to have accepted this Agreement.
  2. You agree that this Agreement is the complete and exclusive statement of the agreement between you and us.
  3. It supersedes all understandings or prior agreements whether oral or written, and all representations or other communication between you and us.
  4. You may not assign or try to assign any or all of your rights and responsibilities under this Agreement but we may assign all or any of ours without your consent being required.
  5. We agree to protect your data and privacy as set out in our Privacy Policy.
  6. You must inform us of any change in the Address by updating your Account promptly.
  7. We will address all bills and any notices under this Agreement to the Address. The hours of either posting or dispatch by Email, the method of transmission is at our sole discretion.
  8. Any waiver, concession or extra time we may allow you is limited to the specific circumstances in which it was given. It does not affect our rights under the Agreement in any other way.
  9. This Agreement shall be governed, construed, and shall take effect in accordance with the laws of England. It shall be subject to the jurisdiction of the English Courts.

2.1 Acceptance of Orders

  1. We will only be bound by your Order once your email address has been validated and any initial Charges have been paid and any due diligence checks have been completed.
  2. It is your responsibility to verify that your address and email mailbox is accurate as well as in proper working order, you must assume the risk of all consequences for errors in sending and receiving email, unless caused by our negligence.

3. Your Account

  1. We will open an Account in your name in which all Charges will be recorded.
  2. Your Account is protected by the Password, which we will provide to you and you may change but must keep secure at all times.
  3. According to your Order, we will issue you with a Tel.Ninja Number and make the Services available to you as soon as reasonably practicable.
  4. You may apply for additional Tel.Ninja Numbers at any time to be added to the Account or an additional Account.
  5. Each Order for additional Tel.Ninja Numbers accepted by us will be subject to the terms and conditions of this Agreement.
  6. You should keep your login details secure at all times.

4. PIN and Password Security

  1. You must not reveal your login details or Password to any third party, unless they are acting as your authorised agent.
  2. Regardless of the use of your authorised agent, you will remain liable at all times for the operation of the Tel.Ninja Number under the terms of this Agreement until you request us to disconnect the said number in writing or until a third party accepts the transfer of the number by Signing a new Agreement with us for that number.

5. Minimum Term & Usage

Unless we have otherwise agreed in writing, each Tel.Ninja Number issued to you for the Minimum Term and for the Minimum Usage. An early termination fee of £10 per number will apply. Porting charges are not included and are charged at £100.

6. Provision of Services

We will use reasonable efforts to make the Services available to you at all times. However, the quality and availability of the Services may be affected by factors outside our control such as fire, flood, land heave and subsidence, physical obstructions, atmospheric conditions, Acts of God, industrial action, default or failure of a third party, or governmental or regulatory intervention. The Services may also be affected by faults in other telecommunication networks to which the Network is connected.

In all such cases you agree that we cannot be held responsible for such events and that we shall have the right to claim force majeure and be absolved from all liability, except where explicitly stated elsewhere in this Agreement.

6.1 Service Provision

  1. The Service may not be available on all networks within the United Kingdom, nor in all other countries and may be restricted to certain areas within those countries where access to the Service is possible.
  2. We may vary the technical specification of Service from time to time.
  3. The Network may from time to time require upgrading, modification, maintenance or other work which may result in partial or complete non-availability of the Service.
  4. We may record or monitor telephone calls between you and us (or our agents) for training, quality control, fraud prevention and detection and/or our lawful business purposes.
  5. You are solely responsible for evaluating the accuracy, completeness the value and integrity of goods and services offered by third parties over the Service. We will not be a party to or in any way responsible for any transaction concerning third party goods and services.

6. 2 The services are made available to you on the basis that you:

  1. must give us any information which we may reasonably request.
  2. must comply with any reasonable instructions issued by us which concern your use of the Services.
  3. must not use or permit anyone else to use your Service:
    1. fraudulently, or in connection with a criminal offence, in breach of any law or statutory duty;
    2. to make a call or send a message which is offensive, abusive, indecent, defamatory, obscene or menacing, a nuisance (including to our staff) or a hoax, in breach of any Rights or privacy or otherwise unlawful;
    3. to cause annoyance, inconvenience or needless anxiety as set out in the Communications Act 2003;
    4. other than in accordance with acceptable use policies of any connected networks and (if appropriate) any relevant Internet standards;
    5. to persistently send automated unsolicited communications.
  4. must comply with the relevant telecommunications regulations and agree to indemnify Tel.Ninja from all liability, in case of your non-compliance with your obligations.
  5. you provide us with an Address for billing purposes and that you maintain this Address and that you update your Account promptly of any changes to it.

7. Charges - What and How You Pay

  1. All charges, if applicable, are shown in the Price List. VAT may be added to all bills at the current and applicable rate.
  2. We may vary our Charges at any time if market conditions change. Normally, we will give you thirty days' notice of any variations which are relevant to you, but see "Variation" below re: force majeure.
  3. You will remain liable for all Charges for the Services provided to a Tel.Ninja Number Ordered by you, whether or not used by you.
  4. We reserve the right to apply a monthly financial limit for any Usage Charges incurred under your Account.
  5. We reserve the right to suspend access to the Services, in whole or in part, if you have insufficient Prepaid Credit to cover the entire call routing or if your monthly billing limit is exceeded.

7.1 Monthly Billing

  1. Payment is due strictly when you receive your bill.
  2. If payment is not made on the due date, we may suspend the Services and charge interest on all sums outstanding at the rate of 2% above the base rate of Barclays Bank plc. The interest rate used shall be that in force on the bill date, and will be applied from the bill date until the date of actual payment.
  3. It is our current policy to bill you in advance for Service Charges and in arrears for any Usage Charges. We do reserve the right to amend the billing period and to submit interim bills to you. Connection Charges and Selection Charges are due at the time of Order.

7.2 Prepaid Services

  1. For those services ordered using the pre-payment charging method you may choose to top-up your Account with funds at a time and to a level of your choosing, subject to minimum funding levels, as specified in the Price List. This is your 'Prepaid Credit'.
  2. An invoice will be dispatched to your Address, once payment has been cleared by our systems, this is normally within three working days.
  3. You pay for the Service by purchasing call time Top-ups, using your credit card or debit card or by any other method approved by us from time to time.
  4. Each time you incur charges, the Prepaid Credits that are registered on your Account will be reduced according to the duration of the call/message and the type of call/message by reference to the charges shown in the Price List.
  5. Call time purchased by debit card or credit card will be credited to your Account, subject to our carrying out our usual security checks.
  6. We will not have any obligation to make a refund to you where you purchase more call time than you intend, for whatever reason. If you wish to stop using the Service at any time, there will be no refund of unused call time.

8. Liability

  1. Any claim is limited to the value of this agreement.
  2. We shall not be liable for any loss, damage or injury to you whatsoever or howsoever whether direct or indirect, consequential or contingent and whether foreseeable or not. In particular we shall not be liable for any financial loss, loss of business, profit, savings, revenue use, or goodwill. All other statutory express, implied, or collateral terms, conditions, or warranties are negated and excluded. ii. We will not be liable to you in any event if we are unable to perform an obligation or provide the Services to you because of any factor outside of our control, including but not limited to Acts of God, industrial action, default or failure of a third party, governmental or regulatory intervention.
  3. You are required to indemnify us in respects of any costs or legal fees incurred by us as a result of any breach of this Agreement by you.

9. Suspension of Services

We may suspend the Services in whole or in part and disconnect any Tel.Ninja Number from the Network, and close your account, at any time without notice if:

  1. you provide us with a invalid details or Address
  2. you fail to maintain a current and valid Address for us to communicate with you or if we find any of your information to be false at any future date.
  3. the Network breaks down, or requires modification or maintenance. We will use our reasonable efforts to keep such events to a minimum.
  4. you do not comply with any of the terms of this Agreement or you exceed any financial limit imposed by us under this Agreement.
  5. you act in such a way that the operation of the Network will be jeopardised or impaired.
  6. you become listed on the Ofcom CPT lists.
  7. you fail to comply with Ofcom regulations.
  8. you do not make use of your Tel.Ninja Number for a continuous period of 12 months, in order to conserve numbering resources and to comply with Ofcom numbering regulations, your number will be barred. If you do not contact us within three months of barring, your number will be disconnected and we will have the right to reallocate to another customer after the Quarantine Period. In the event, that the last number on any account is disconnected by us, we reserve the right to close your Account, in which case any account credit may be lost.

9.1 Charges and Reinstatement

  1. You will remain liable for all Charges during the period of the suspension unless, at our sole discretion, we decide otherwise. For example, we would waive charges in the unlikely event that the Network suffered a complete breakdown.
  2. If you require reconnection we reserve the right to make a charge for any reconnection of £10 per number and apply different payment terms to you as a condition of reconnection, except only in the circumstances where the Network breaks down, or requires modification or maintenance.
  3. Where any such suspension occurs, we shall send you Notice in writing to your last known Address. You shall be liable for any administration charges we deem applicable to unbar your number and/or Account.

10. Variation

  1. We may vary any of the terms and conditions of this Agreement from time to time including charges if new legislation, statutory instruments; or other governmental or regulatory interventions make it necessary.
  2. In such cases we will use our reasonable endeavours to provide thirty days notice of such changes only providing that such interventions are made firm by the regulatory authorities ninety days prior to the planned date of enactment of the said interventions. This is to permit us reasonable time to design, test, modify service changes, including software and hardware systems and vary contract with our suppliers, such as BT. In the absence of us receiving the said ninety days notice, we reserve the right to change our terms without this notice period notice.
  3. In all such cases you agree that we cannot be held responsible for such events and that we shall have the right to claim force majeure and be absolved from liability, except where explicitly stated elsewhere in this Agreement.
  4. Please note this Agreement is updated from time to time. Changes will be posted on our website. Please check these regularly as continuing to use the Service after changes have been posted on our website will mean that you agree to these terms as amended.

111 Termination - When the Agreement Ends

11.1 Termination by Us

We may terminate this Agreement in whole or in part immediately if:

  1. We are unable to contact you to receive important notifications regarding the service, you agree to waive all rights to use the Tel.Ninja Service.
  2. you fail to comply with Ofcom regulations.
  3. you do not maintain your current Address in your Tel.Ninja Account.
  4. you are in breach of any of the terms of this Agreement and you do not remedy the breach within 7 days of the date of a written notice from us specifying the breach.
  5. you make, or offer to make, any arrangement or composition with creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy is presented or made against you; or if you are a limited company and any resolution to wind up that company is passed, or if a receiver is appointed over the whole or any part of such company's assets, or if we reasonably anticipate that any such events are imminent (in either case) if you take or suffer similar action on account of debt.
  6. any licence to run the Network, whether issued under The Wireless Telegraphy Act, Telecommunications Act 1984, the Communications Act and/or any relevant EU directive or otherwise is revoked, terminated or modified for any reason either in whole or in part.
  7. we cease to make the Network available for any reason.
  8. if we terminate this Agreement for any reason other than (vii) above, you must pay all outstanding Charges on your Account, including outstanding Service Charges for any Tel.Ninja Number still within its Minimum Term.
  9. In the event, that the last number on any Account is disconnected for any reason, we reserve the right to close your Account.

11.2 Termination by You

  1. If you terminate this Agreement for any reason you must pay all outstanding Charges on your Account including outstanding Service Charges for any Tel.Ninja Number still within its Minimum Term.
  2. If there are no outstanding charges and you want to terminate this Agreement or any individual Tel.Ninja Numbers under it, you may do so at any time, by contacting Tel.Ninja, at which point the Tel.Ninja Number you disconnect will be returned to us for reallocation to another customer after the Quarantine Period.
  3. If you wish to terminate the Agreement, but retain the Tel.Ninja Number, using the industry standard Number Portability facility within the Minimum Term then we will make an administration charge of £100. After the Minimum Term and Minimum usage have been reached, you may terminate the Agreement at any time and retain your Tel.Ninja Number, by giving us written notice and paying any industry standard porting fees applicable at that time. Your Tel.Ninja Number will be disconnected from your Account and marked as 'Ported' within the Network.
  4. In the event, that the last number on your Account is disconnected by you, we reserve the right to close your account.
©2020 tel.ninja - All rights reserved Terms & Conditions | Privacy Policy
support@tel.ninja