TITAN INVOICE TERMS AND CONDITIONS THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 19.

These invoice terms and conditions apply to all invoices issued by TITAN.

1. Definitions and Interpretation.

1.1. In these Conditions, the following definitions apply:

Business Day: a day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin are open for business.

Buyer: the person or firm to whom this invoice is addressed.

Conditions: these invoice terms and conditions as amended from time to time in accordance with clause 2.3.

Contract: the contract between TITAN and the Buyer for the supply of Goods and/or Services evidenced by this invoice.

Force Majeure Event: has the meaning given to it in clause 12.1.

Goods: the goods (or any part of them) described in this invoice.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights which subsist or will subsist now or in the future in any part of the world.

Services: the services supplied by TITAN to the Buyer as described in this invoice.

TITAN: TITAN registered in Ireland with company number 705440, having its registered address at Racecourse Bus Park, Ballybrit, Galway, Ireland, Eircode H91 A9NN.

1.2. In these Conditions, the following rules of interpretation apply:

1.2.1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.3. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.4. a reference to writing or written includes faxes and electronic communications.

2. Formation of Contract

2.1. This invoice and these Conditions constitute the terms governing the supply of Goods and/or Services described herein, which shall apply to the exclusion of any other representations, conditions or terms subject to which the order was made, or purported to be made, or stipulated, referred to, or implied by the Buyer, or which are implied by trade, custom, practice or course of dealing.

2.2. The invoice and these Conditions constitute the entire agreement between the parties in respect of the Goods and/or Services described herein. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of TITAN which is not set out in this invoice or these Conditions.

2.3. No variation to these Conditions shall be binding unless agreed by the parties in writing.

2.4. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

2.5. Any advice or recommendation given by TITAN to the Buyer as to storage, application or use of Goods or Services is followed or acted upon entirely at the Buyer’s own risk.

2.6. Any typographical, clerical or other error or omission, in any document issued by TITAN, shall be subject to correction without any liability on the part of TITAN.

3. Orders and Acceptance

3.1. By accepting delivery of the Goods or Services described in this invoice, the Buyer acknowledges acceptance of these Conditions.

3.2. No contract may be cancelled or suspended by a Buyer unless otherwise agreed by TITAN and on terms that the Buyer shall indemnify TITAN in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by TITAN as a result of such cancellation, such sums to be an immediate debt due from the Buyer.

4. IoT Goods and Data Protection

4.1. Where the Goods include IoT devices or systems that collect, process, store or transmit personal data:

4.1.1. The Buyer is responsible for ensuring compliance with all applicable data protection laws, including the General Data Protection Regulation (GDPR) and the Data Protection Act 2018;

4.1.2. Where TITAN provides cloud services, data storage, or data processing services, separate data processing agreements may be required;

4.1.3. The Buyer warrants that it has obtained all necessary consents for data collection and processing;

4.1.4. TITAN is not liable for data breaches resulting from the Buyer’s failure to properly configure, secure, or maintain IoT devices.

5. Technical Support and Software

5.1. Technical support services, where provided, are subject to separate support agreements.

5.2. Software updates, firmware updates, and security patches may be provided during the support period. The Buyer acknowledges that:

5.2.1. failure to install critical security updates may void warranty protections;

5.2.2. software updates may change functionality or require additional hardware;

5.2.3. TITAN may discontinue support for legacy software versions with reasonable notice.

5.3. TITAN shall not be responsible for any software incorporated into the Goods which has not been loaded or installed by TITAN.

6. Connectivity and Cloud Services

6.1. Where Goods require internet connectivity, cloud services, or third-party platforms:

6.1.1. TITAN does not warrant continuous availability of such services;

6.1.2. The Buyer is responsible for maintaining adequate connectivity and network security;

6.1.3. Third-party service disruptions are not grounds for claims against TITAN;

6.1.4. Ongoing subscription fees are the Buyer’s responsibility unless otherwise agreed.

7. Payment

7.1. The Buyer shall pay the invoice amount in full (without set off or counterclaim) within 30 days of the invoice date. Time for payment shall be of the essence. If payment is not made in full and in cleared funds on or before the due date, TITAN shall be entitled to:

7.1.1. cancel or suspend any contracts between TITAN and the Buyer and make a cancellation charge calculated in accordance with clause 3.2;

7.1.2. charge interest at the rate of 4% per annum above the European Central Bank main refinancing rate, which shall accrue on a daily basis from the due date for payment until the date of actual payment.

7.2. The Buyer shall pay all amounts due in full without any set-off, counterclaim, deduction or withholding except as required by law. TITAN may set off any amount owing to it by the Buyer against any amount payable by TITAN to the Buyer.

8. Risk

Risk of damage to or loss of the Goods passed to the Buyer on delivery to the Buyer or (if earlier) when possession of the Goods was taken by a carrier or the post office for delivery to the Buyer. TITAN does not accept any liability for loss or damage to the Goods while in transit to the Buyer. ICC Incoterms 2020, FCA, TITAN’s warehouse, shall apply.

9. Reservation of Title

9.1. Notwithstanding delivery, the Goods described in this invoice shall remain the absolute property of TITAN until payment of all amounts invoiced by TITAN to the Buyer for these Goods and any other goods that TITAN has supplied to the Buyer in respect of which payment has become due and outstanding, in which case title shall pass at the time of payment of all such sums, or until the Goods are re-sold by the Buyer, whichever is the earlier.

9.2. The Buyer has power to sell the Goods to independent third parties in arms-length sales in the ordinary course of business even though title has not passed to the Buyer. Any such sale shall be by the Buyer as principal and not as TITAN’s agent and title to the Goods shall pass from TITAN to the Buyer immediately before resale occurs.

9.3. If before title passes to the Buyer, the Buyer becomes subject to insolvency proceedings, then:

9.3.1. the Buyer’s right to resell Goods or use them in the ordinary course of business ceases immediately; and

9.3.2. TITAN may require the Buyer to deliver up all Goods in its possession which have not been resold, and if the Buyer fails to do so promptly, enter any premises where the Goods are stored to recover them.

9.4. Until title has passed, the Buyer shall hold all unsold Goods as bailee for TITAN and shall keep them separately stored, marked, insured and identified as TITAN’s property, maintain the Goods in satisfactory condition, and give TITAN such information relating to the Goods as TITAN may require.

10. Warranty

10.1. TITAN warrants that on delivery the Goods were as described in this invoice.

10.2. Except as set out in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

10.3. TITAN shall use reasonable endeavours to transfer to the Buyer the benefit of any warranty or guarantee given by the manufacturer to TITAN.

11. Force Majeure

11.1. TITAN shall not be liable to the Buyer for any loss or damage whatever or be deemed to be in breach of contract by reason of any delay in performing or any failure to perform any of TITAN’s obligations if loss, damage, delay or failure was due to any cause beyond TITAN’s reasonable control, including:

11.1.1. import or export regulations or embargoes;

11.1.2. strikes, lockouts or other industrial disputes;

11.1.3. difficulty in obtaining raw materials, labour, fuel, parts and machinery;

11.1.4. power failure or breakdown in machinery, or default of a manufacturer or supplier;

11.1.5. storm, fire, explosion, earthquake or other natural disaster;

11.1.6. war, riot, civil disorder, act of terrorism (“Force Majeure Event”).

12. Termination and Insolvency

12.1. Without limiting its other rights or remedies, TITAN may terminate any ongoing relationship with immediate effect by giving written notice to the Buyer if:

12.1.1. the Buyer fails to pay any amount due under this invoice on the due date for payment;

12.1.2. the Buyer, being a body corporate, passes a resolution or suffers an order of the Court to be made for winding up, or if a receiver, examiner, administrator or liquidator is appointed or, being an individual or partnership, suspends payment, proposes or enters into any composition or arrangement with creditors, or has a bankruptcy order made, or if analogous procedures are taken in another jurisdiction;

12.1.3. the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business;

12.1.4. the Buyer’s financial position deteriorates to such an extent that in TITAN’s opinion the Buyer’s capability to adequately fulfil its obligations has been placed in jeopardy.

13. Specification

13.1. If Goods were manufactured or any process applied by TITAN in accordance with a specification submitted by the Buyer, the Buyer shall indemnify TITAN against all loss, damage, cost or expenses incurred in connection with any claim for infringement of any patent, copyright, design, trade mark or other intellectual property right resulting from TITAN’s use of the Buyer’s specification.

13.2. TITAN reserves the right to make changes in specification which are required to conform with safety or statutory requirements or which do not materially affect quality or performance.

14. Security and Vulnerabilities

14.1. TITAN will use reasonable efforts to address security vulnerabilities in IoT Goods when they become known, but cannot guarantee that Goods will be free from all security vulnerabilities.

14.2. Cybersecurity is a shared responsibility. The Buyer agrees to implement appropriate network security measures, regularly update passwords and credentials, and monitor connected devices for suspicious activity.

15. Product Lifecycle

15.1. TITAN will use reasonable efforts to provide advance notice of product discontinuation or end-of-life announcements.

15.2. Upon product end-of-life, TITAN may cease providing software updates and technical support, and replacement parts availability is not guaranteed.

16. Indemnity

The Buyer shall keep TITAN fully and effectively indemnified against any liability which TITAN may incur as a result of a claim under the Liability for Defective Products Act 1991 or equivalent EU legislation in respect of an alleged defect in Goods arising directly or indirectly from the Buyer’s actions or omissions.

17. Acceptance and Returns

17.1. The Buyer may reject any Goods that do not comply with clause 10, provided notice of rejection is given:

17.1.1. within three Business Days of delivery for incorrect quantity or apparent defects;

17.1.2. within reasonable time for latent defects.

17.2. If the Buyer fails to give timely notice of rejection, it shall be deemed to have accepted the Goods.

17.3. TITAN shall not be liable for failure to comply with warranty if the defect arises because the Buyer failed to follow instructions, altered the Goods without consent, or subjected them to abnormal conditions.

17.4. Return of Goods cannot be accepted unless notice of rejection has been given in accordance with this clause and TITAN has agreed to accept their return.

18. Intellectual Property Rights

18.1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by TITAN.

18.2. The Buyer acknowledges that its use of any third party Intellectual Property Rights in the Services is conditional on TITAN obtaining appropriate licenses.

19. Limitation of Liability: THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

19.1. Nothing in these Conditions shall limit or exclude TITAN’s liability for:

19.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

19.1.2. fraud or fraudulent misrepresentation;

19.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1893 (title and quiet possession); or

19.1.4. defective products under the Liability for Defective Products Act 1991.

19.2. Subject to clause 19.1:

19.2.1. TITAN shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, loss of use or corruption of software, data or information, data breaches resulting from inadequate buyer security measures, business interruption due to connectivity issues, or any indirect or consequential loss arising under or in connection with this invoice; and

19.2.2. TITAN’s total liability to the Buyer shall in no circumstances exceed the amount of this invoice.

19.3. This clause 19 shall survive payment of this invoice.

20. Export Terms

20.1. Where the Goods are supplied for export from Ireland, the provisions of this clause 20 shall prevail over any conflicting provision.

20.2. The Buyer acknowledges that it will not transfer Goods and data in contravention of Irish, European Union, United States or other applicable export laws and regulations.

20.3. The Buyer shall be responsible for complying with import regulations and paying taxes and duties, and for obtaining all necessary export and import documentation, and will indemnify TITAN in respect of any related claims.

20.4. Unless otherwise agreed, Goods shall be delivered ‘Ex-Works’ as defined by ICC Incoterms.

20.5. TITAN excludes all liability for costs, losses or damages resulting from the Buyer’s use of Goods in countries other than Ireland.

21. General

21.1. Severance. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or deleted if modification is not possible, without affecting the validity of other provisions.

21.2. Assignment.

21.2.1. TITAN may assign, transfer, or subcontract its rights and obligations without consent.

21.2.2. The Buyer shall not assign its obligations without TITAN’s written consent.

21.3. Notices. All notices must be in writing and delivered to the registered address or such other address as notified. Notices are deemed received when delivered personally, on the second Business Day after registered posting, when courier receipt is signed, or one Business Day after confirmed email transmission.

21.4. Waiver. A waiver is only effective if in writing and does not constitute waiver of subsequent breaches.

21.5. No partnership. Nothing establishes any partnership, joint venture, or agency relationship between the parties.

21.6. Third parties. No person not party to this transaction has rights to enforce these terms.

21.7. Applicable Law. These Conditions shall be governed by Irish law and the parties acknowledge the exclusive jurisdiction of the Irish Courts.

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Document Reference: TITAN-INV-T&C-V2.1
Effective Date: 27/05/2025
Company Registration: 705440
Registered Address: Racecourse Bus Park, Ballybrit, Galway, Ireland, Eircode H91 A9NN

By accepting delivery or making payment, the Buyer confirms agreement to these Terms and Conditions.