Terms and Conditions

 

1. INTERPRETATION

1.1 In these Conditions unless the context requires otherwise, the following expressions have the following meanings:

The Act: Refers to the Telecommunications Act 1984.

Contract: The contract for the supply of the Service. This Contract begins on the date that Circle Cloud Communications Ltd accepts the Customer request for Service.

Service Agreement: Refers to the equipment listed in the Service Agreement, and the facility to make or receive a Call (or both) and any related services listed that Circle agrees to provide to the Customer under this Contract.

Customer: Is the person cited in the Service Agreement for whom the Supplier has agreed to provide the Service in line with these Terms.

Terms: These terms and conditions for Circle business service.

Equipment: Is the equipment detailed in the Service Agreement.

Input Material: This includes any documents and other materials and all required data and all other information provided by the Customer in relation to the service.

Service: This is the telecommunications service detailed and outlined in the Service Agreement to be supplied to the Customers by the Supplier.

Service Failure: The continuous total loss of the facility to make or receive a Call, or of any related service provided to the Customer under this Contract.

Call: A signal, message or communication that is silent, spoken or visual.

Supplier(s): Circle Cloud Communications Ltd, trading as Circle, is a Limited Company incorporated and registered in England and Wales with the company number 09830711 and VAT number 224 7751 05 whose registered office is at 1st Floor, 32 Queens Terrace, Southampton, SO14 3BQ and/or CircleNet LLP, trading as Circle, is a Limited Liability Partnership incorporated and registered in England and Wales with the company number OC400103 and VAT number 222 5595 15 whose registered office is at 1st Floor, 32 Queens Terrace, Southampton, SO14 3BQ.

Customer Equipment: Equipment that is provided by Circle and which the customer uses or plans to use with the Service.

Minimum Period: The first 12 months of the Service, (or any other period as highlighted within the Service Agreement).

Premises: The place at which Circle agrees to provide the Service.

1.2 References to legislative provisions are to be understood as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 Headings do not affect interpretation and are provided for convenience only.

2. SUPPLY OF THE SERVICE

2.1 The Service and Equipment shall be supplied by the Supplier to the Customer subject to these Terms.

2.2 Variations to these terms will only be binding when agreed in writing by the Supplier.

2.3 The Service will be provided by Circle by the date agreed with the Customer. At times Circle will agree the date following a survey of the Premises.

2.4 Occasionally, for operational reasons, Circle may have to change the codes or the numbers given to the Customer, or interrupt the Service. Circle will restore the interrupted Service as quickly as possible.

2.5 The Customer accepts that occasionally Circle will provide instructions regarding the Service. The Customer must follow these instructions.

2.6 It is the Customer, who at its own expense will supply the Supplier with all necessary documents and other materials as well as all necessary data and other information connected to the Service and the Equipment within sufficient time to enable the Supplier to make available the Service and the equipment in line with the contract. The Customer has the responsibility to ensure all Input Material is accurate.

2.7 Duplicate copies of all Input Material will be retained by the Customer at its own expense in order to insure against accidental loss or damage. The Supplier shall have no liability for any such loss or damage, however caused.

2.8 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

2.9 Where the service has been superseded with a similar or improved product, the Supplier reserves the right to alter the specifications of the Service and/or the Equipment after acceptance by the Customer.

2.10 The Supplier reserves the right to change the specification of the Service and/or the Equipment so that the Service conforms to any applicable safety or other statutory requirements.

2.11 Circle can change the Conditions (including the charges) at any time. Increases will be in line with the rate of inflation determined in accordance with Retail Price Index. However, increases to your agreement will be no more than 5% annually.

2.12 Circle may take instruction from a person who it thinks, with good reason, is acting with the Customers permission.

2.13 Any guarantees or conditions stated in the Special Conditions section of the Service Agreement, override any conflicting conditions in these Terms and Conditions.

3. MANAGING THE SERVICE

3.1 Where a fault in the Service is reported by the Customer, Circle will respond in line with the level of repair service the Customer has chosen.

3.2 If Circle agrees to work outside the hours covered by the repair the Customer has chosen, the Customer must pay Circle additional charges for doing so.

3.3 If the Customer reports a fault and Circle finds that there is none, or that the Customer has caused the fault, Circle may charge the Customer for any work undertaken to discern the reported fault.

4. MONITORING CALLS

Calls relating to customer services and sales are monitored and recorded by Circle. This is done for training purposes and to improve the quality of its customer services.

5. ACCESS TO AND PREPARING THE PREMISES

5.1 The Customer agrees to prepare its Premises according to any instructions Circle may give, and provide Circle with reasonable access to the Premises.

5.2 When the work is completed, the Customer will also be responsible for putting items back and for any re-decorating which may be needed.

5.3 If Circle need to cross other people’s land, or put equipment on their property, (for example a neighbour or landlord), the Customer agrees to obtain their permission.

5.4 Circle will meet the Customer’s reasonable safety and security requirements when on the Premises and the Customer agrees to do the same for Circle.

5.5 The Customer agrees to provide, at its expense, a suitable place and conditions for Circle Equipment and where required a continuous mains electricity supply and connection points.

5.6 The Customer agrees to look after any Circle Equipment and to pay for any repair or replacement needed if it is damaged, unless it is due to fair wear and tear, or is caused by anyone acting on Circle’s behalf.

6. CUSTOMER EQUIPMENT

6.1 Where the Customer wishes to connect Customer Equipment to the telephone network serving broadband, the Customer must get Circle’s permission or the Customer may be responsible for any faults damages.

6.2 Any Customer Equipment must be:

(a) technically compatible with the Service and not harm the network or another customer’s equipment;

(b) connected and used in line with any relevant instructions, standards or laws.

7. MISUSING THE SERVICE

It is absolutely prohibited for anyone to use the Service:

(a) fraudulently or in connection with a criminal offence; or

(b) to make offensive, indecent, menacing, nuisance or hoax Calls.

The Customer agrees to take all reasonable steps to make sure that this does not happen. The action Circle can take if this happens is explained in paragraph 22. If a claim is made against Circle because the Service is misused in this way, the Customer must reimburse Circle in respect of any sums Circle is obliged to pay.

8. CHARGES AND DEPOSITS

8.1 All charges for the Service as shown on the front of this Agreement, (or as otherwise agreed), and calculated using the details recorded by Circle, are to be paid by the Customer as agreed. If the customer requests any additional services that are not displayed in the Service Agreement, a charge for each is applied according to the Circle Out of Bundle Rate Card.

8.2 Unless paragraph 8.4 applies, rental charges will normally be invoiced monthly in advance, and call charges will normally be invoiced monthly in arrears.

8.3 Circle will send its first invoice shortly after providing the Service, and then at regular intervals, usually every month. Sometimes Circle may send the Customer an invoice at a different time.

8.4 If the Customer orders a temporary Service, Circle may invoice the Customer for the rental charge in advance for the whole period of the temporary Service.

8.5 Circle will send invoices for the Service to the email address on the front of this Agreement, unless otherwise requested by the Customer.

8.6 The Customer agrees to pay all charges for the Service whether the Service is used by the Customer or someone else and upon receipt of a Circle invoice.

9. PRICE OF THE SERVICE

9.1 The price of the Service shall be the relevant price at the time the Service is in use as determined by the tariff stated in the Service Agreement.

9.2 Free calls normally apply a fair usage policy of up to 10000 monthly minutes. If one of the packages below is selected, any calls made above the package shown in the Service Agreement will be chargeable at the rates displayed in the Service Agreement and/or Circle’s out of bundle Rate Card (typically 2p to landlines, and 5p to mobiles).

9.2.1 – UK-1 or bronze package: 100 UK local and national, 50 UK mobile minutes.
9.2.2 – UK-2 or copper package: 500 UK local and national, 100 UK mobile minutes.
9.2.3 – UK-3 silver package: 1000 UK local and national, 500 UK mobile minutes.
9.2.3 – UK-4 gold package: 5000 UK local and national, 5000 UK mobile minutes.

 

9.2 Any applicable value added tax, import or export duties or other taxes or duties are payable by the Customer in addition.

9.3 The Supplier shall be entitled to vary the tariff stated in the Service Agreement from time to time by giving not less than three months written notice to the Customer.

10. TERMS OF PAYMENT

10.1 In terms of payment, the Customer will be invoiced by the Supplier for outstanding monies on a monthly basis for the amount detailed in the Service Agreement.

10.2 Outstanding sums are payable in full in line with the date detailed on the invoice. Payment must be made by Direct Debit.

10.3 The Supplier will submit invoices to the Customer via email unless otherwise stated.

10.4 Where payment is outstanding on the due date the Supplier may:

10.4.1 cancel the Contract;

10.4.2 stop providing the Service;

10.4.3 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 2 percent per month (or part of a month) until payment in full is made;

10.4.4 demand immediate payment of all outstanding sums due;

10.4.5 render the Equipment non-functional until such time as all outstanding invoices and interest are settled in full.

10.5 Where the Customer requests that the Supplier change the network telecommunications supplier used in connection with the Service, the Supplier shall be entitled to be reimbursed by the Customer for all and any charges, expenses or other costs incurred by the company in this respect.

11. DELIVERY OF EQUIPMENT

11.1 The location detailed in the Service Agreement is where it is agreed the Supplier will deliver the equipment.

11.2 Dates for equipment delivery are not absolute and instead approximate only and the Supplier shall not be liable for any delay in delivery of the Equipment howsoever caused. Time for delivery shall not be of the essence. The Equipment may be delivered by the Supplier in advance of the quoted delivery date upon giving reasonable notice to the Customer.

12. RISK AND PROPERTY

12.1 The Supplier retains the Equipment as the Supplier’s property unless otherwise stated in writing.

12.2 The Customer shall keep the Equipment separate from that of the Customer and third parties and properly stored, protected and fully insured and identified as the Supplier’s property. The Customer shall, if so requested by the Supplier, produce within 7 days evidence of such insurance to the Supplier.

12.3 The Customer shall deliver up the Equipment to the Supplier on demand and, if the Customer fails to do so immediately, the Supplier may enter any premises of the Customer or any third party where the Equipment is stored and repossess the Equipment.

12.4 The Customer may not pledge or in any way charge the Equipment by way of security for any indebtedness of the Customer.

12.5 The Customer shall keep the Equipment in good condition and not alter or modify it in any way.

13. CUSTOMERS OBLIGATIONS

13.1 In this agreement, it is accepted by the Customer that the Customer will:

13.1.1 allow the Supplier, at its reasonable request, free and safe access to its premises and service connection points, access to information and assistance from the Customers employees;

13.1.2 use the Service and the Equipment in accordance with instructions given by the Supplier;

13.1.3 ensure that only attachments approved for connection under the Telecommunications Act 1984 and the Supplier be connected with the Service;

13.1.4 not to use the Service or the Equipment in a manner that constitutes a violation or infringement of the rights of any other party;

13.1.5 maintain the Equipment in good working order and in conformation with the relevant standard or approval for the time being designated under the Act or any other relevant regulations authorities or licences;

13.1.6 obtain and comply with any permission, licence, consent, registration and approval necessary for the use of the Service and/or the Equipment;

13.1.7 indemnify and keep indemnified the Supplier in full against all loss (including loss of profit), liabilities, damages, claims, charges, losses and expenses incurred by the Supplier as a result of any breach of the Customers obligations under the Contract.

13.2. The Customer also undertakes to agree to:-

13.2.1 Settle with the Supplier outstanding amounts owed under this agreement within the agreed settlement dates.

13.2.2 make sure that the Equipment is not:

13.2.2.1 From the address of original installation not moved.

13.2.2.2 Altered, adjusted or interfered with in any way except by the Supplier’s servants or agents.

13.5 The customer must provide the Supplier with complete access to the Equipment during the agreed hours in line with the agreed service tier to enable maintenance of the said Equipment to be carried out;

13.6 In the event of errors, by persons other than the Supplier’s servants or agents, the customer must pay the Supplier’s charges for repairing or reprogramming the Equipment due to such errors.

13.7 Not alter or extend the Equipment without prior notification to the Supplier (an additional charge may, at the Supplier’s sole discretion be made for the maintenance of altered Equipment); and if so provide the Supplier with details of the installer of the Equipment, a copy of its Pre-Connection Inspection Certificate and access to all relevant site records.

14. RESOLVING DISPUTES

Circle will try to resolve any disputes with the Customer. However, if the parties cannot agree, the Customer may refer the dispute to a ADR (Alternative Dispute Resolution) scheme or the Ombudsman or any recognised dispute resolution service upon notifying the Supplier. Further details of these can be provided upon request.

15. TRANSFERRING THIS CONTRACT

Rights and obligations under the Contract may be assigned by the Supplier. The Customer may not assign its rights and obligations under the Contract.

16. THIRD PARTY RIGHTS

The parties agree that the terms of this Contract are not enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999.

17. NOTICES

Where the parties need to communicate with each in writing, they must follow the following protocol:-

(a) to Circle at the address shown on the bill or any address which Circle provides to the Customer.

(b) to the Customer at the address to which the Customer asks Circle to send invoices, the address of the premises or, if the Customer is a limited company, its registered office.

18. THE SERVICE GUARANTEE

18.1 Circle undertakes to guarantee:

(a) to set into place a repair to a Service Failure in line with the repair service the Customer has chosen. For standard service this means by midnight on the first weekday (not including public and bank holidays) after the day the fault is reported to Circle.

(b) to provide the Service by the date agreed with the Customer as described in the Service Agreement.

(c) to keep any appointment Circle makes with the Customer under this Contract with a Circle engineer or a third party; such as Open Reach.

18.2 If Circle is late in providing the Service or repairing a Service Failure, the Customer may choose to divert their numbers or move their office phones to another location.

19 APPLICATION OF THIS GUARANTEE

19.1 This guarantee applies to the Service, including generally any related services Circle provides to the Customer.

19.2 This guarantee does not apply if:

(a) Someone, other than Circle or the infrastructure provider, has caused the fault,

(b) Circle or the infrastructure provider asks for access to the Premises and the Customer does not allow this, or (c) Circle or the infrastructure provider reasonably asks for other help and the Customer does not provide it.

20. WARRANTIES AND LIABILITIES

20.1 The service provided by the Supplier is not warranted to be fault free.

20.2 Subject to the conditions set out below, the Supplier shall pass to the Customer (to the extent that the Supplier is legally entitled to do so) the benefit of any manufacturer’s warranty.

20.3 Where a valid claim is made in writing by the Customer in respect of Equipment that is defective or does not meet the specifications detailed in the Service Agreement the Supplier shall repair the defect provided that the Customer is not in breach of any of the terms of the Contract but the Supplier shall have no further liability whatsoever.

20.4 Subject as expressly provided in these Terms, and except where the Equipment is sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all other warranties, terms or conditions implied by statute or common law arising out of or in connection with the supply of the Equipment or resale of the Equipment by the Customer are excluded to the fullest extent permitted by law. The Supplier’s prices are determined on this basis.

20.5 The Supplier’s employees or agents are not authorised to make any representations about the Service unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim it may have for damages for or right to rescind the Contract for any such representations which are not so confirmed (unless such representations were fraudulently made).

20.6 The Supplier shall not be liable for any advice or recommendation about the Contract given by the Supplier or its employees or agents to the Customer or its employees or agents that is not confirmed in writing by the Supplier. The Customer acts on such unconfirmed advice or recommendation entirely at the Customers own risk. The Customer confirms that it has not been induced to enter into this Contract on the basis of any representations of the Supplier that have not been confirmed in writing.

20.7 The Supplier shall have no liability whatsoever:

20.7.1 in respect of any defect arising from fair wear and tear, wilful damage, negligence (including improper storage), improper installation, use or maintenance, abnormal working conditions, failure to follow the Supplier’s instructions (whether oral or in writing), misuse or alteration or repair of the Equipment without the Supplier’s approval;

20.7.2 if any sum owing by the Customer to the Supplier has not been paid.

20.7.3 if loss is suffered by the Customer because the Equipment fails to perform to its specifications due to the default of the network provider or any other third party.

20.8 Save as otherwise expressly provided in these Conditions, the following provisions set out the Supplier’s entire liability (including any liability for the acts and omissions of its employees, agents and sub-contractors) to the Customer in respect of:

20.8.1 any breach of the Supplier’s contractual obligations arising under the Contract;

20.8.2 any representation (other than fraudulent misrepresentation) statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

20.9 Any act or omission on the part of the Supplier or its employees, agents or sub-contractors falling within clause 20.8 above is described as an “Event of Default”.

20.10 That part of the Supplier’s liability to the Customer for death or injury resulting from the Supplier’s negligence, or the negligence of the Supplier’s employees’, agents’ or sub-contractors that the law does not permit the Supplier to exclude shall be limited to the Suppliers current public liability insurance policy value.

20.11 To the extent the law does not permit such liability to be excluded and save as otherwise expressly provided, the Supplier’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the price paid by the Customer for the Service and Equipment over the three month period preceding the Event of Default.

20.12 Subject to condition 20.9 above, the Supplier shall not be liable to the Customer in respect of any Event of Default for any increased costs, expenses, loss of profits, goodwill, business, contracts, revenues or anticipated savings or any type of special, indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Supplier had been advised of the possibility of the Customer incurring the same.

20.13 The Supplier shall not be liable to the Customer, or be deemed to be in breach of the Contract, by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations, if the delay or failure was due to any cause beyond the Supplier’s reasonable control including (without limitation) flood, fire, war or threat of war, sabotage, civil disturbance or governmental action, import or export regulations or embargoes.

20.14 The Customer shall fully indemnify the Supplier in respect of loss or damage to the Supplier’s property or death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer.

20.15 The Customer agrees that it shall be solely liable for and, if so required, indemnify the Company for any costs of or occasioned by any interference with and/or usurpation of and/or unauthorised access to the calls (whether incoming or outgoing) provided by the Telephone Call Service by any third party whether such interference or usurpation is a part of a fraud, attempted fraud or any course of action with fraudulent intent or otherwise. The Customer further agrees that it will pay any sum demanded in writing by the Company under this clause 20.15 forthwith to the Company.

21. TERMINATION BY THE SUPPLIER

21.1 The Supplier, by giving written notice to the Customer, may terminate this Contract with immediate effect:

21.1.1 if the Customer breaches any term of the Contract and fails to rectify the breach within 14 days of being sent written notice by the Supplier requesting rectification;

21.1.2 if the Customer at any time does not have the necessary valid licence to run its telecommunications system;

21.1.3 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a limited company) goes into liquidation; or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or the Customer ceases, or threatens to cease, to carry on business; or the Supplier reasonably apprehends that any of these events is about to occur in relation to the Customer and notifies the Customer accordingly;

21.2 The Supplier may terminate this Contract at any time by giving not less than 28 days prior written notice to the Customer.

22. TERMINATION BY THE CUSTOMER

22.1 To terminate this Contract, the Customer must provide the Supplier with not less than 90 days prior written notice. Termination of this Agreement during the Contract Term will lead to charges equating to an average of 3 months revenue multiplied by the number of months remaining within the contract Term. Where this cancellation notification is not forthcoming, the cancellation fee will be equal to an average 3 months billing multiplied by the remaining contract term.

22.2 Where the Contract is subsidising the costs of installing the Equipment, the minimum term of the Contract will be as entered within the Agreement. If the Customer terminates the Contract before this term has expired the Customer will become liable to repay all equipment and installation subsidies given at the point of entering into this Agreement.

22.3. This Service Agreement shall be automatically extended for a further period of 12 months after the end of the agreement term unless the Customer serves notice to terminate this Service Agreement, such notice to be served is 90 days before the end of the agreement term. A notice given to a party under this clause 22.3 shall be sent to the party for the attention of the (Managing Director) to the email address specified in the Service Agreement.

22.4 The Customer is aware that upon signing this contract, Circle will process the order of licenses, transfer of lines, broadband and number ports immediately, the Customer is also aware that there is no cooling off period.

22.5 The Customer is aware that once the licenses have been activated and transfers have been placed, the contract term agreed in the Service Agreement now forms a legally binding contract between the Customer and the Supplier. The Customer may terminate this contract any time after completion but will be subject to the early termination charge ‘clause’ 22.1.

23. IF THE CUSTOMER BREAKS THIS CONTRACT

23.1 Where one of the following applies, Circle can suspend the Service or end this Contract (or both) at any time without notice:

(a) Circle reasonably believes that the Service is being used in a way forbidden by these Terms and Conditions. This applies even if the Customer does not know that the Service is being used in such a way.

(b) the Customer breaches this Contract or any other Agreement the Customer has with Circle and fails to put right the breach within a reasonable time of being asked to do so.

(c) bankruptcy or insolvency proceedings are brought against the Customer; or if the Customer does not make any payment under a judgement of a Court on time, or makes an arrangement with its creditors; or a receiver, an administrative receiver or an administrator is appointed over any of its assets; or the Customer goes into liquidation; or a corresponding event under Scottish law.

23.2 If the Customer does not pay a bill, Circle will generally not suspend the Service or end the Contract until 28 days after the payment was due (14 days if the Customer pays monthly). However, sometimes Circle may take this action after only 7 days should it have been necessary to enforce this suspension/cancellation previously.

23.3 If the Service is suspended, Circle will tell the Customer what needs to be done before it can be re-instated. However the Customer must continue to pay rental charges whilst this Contract continues.

23.4 If either party delays in acting upon a breach of this Contract that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Contract that waiver is limited to that particular breach.

24. MAINTENANCE

(a) The Supplier carries on the business of selling the Products and Services.

(b) The Customer wishes to buy and the Supplier wishes to supply and sell the Products & Services subject the terms and conditions set out in this agreement.

24.1 The Supplier undertakes to provide the maintenance services in respect of the equipment upon the terms and conditions of this agreement. This is in line with the terms of clause 24.2 in consideration of the customer’s payment for the monthly service charge in accordance with details stated in the Service Agreement.

24.2 The Service Agreement dictates the period of free maintenance applied to each agreement. Where this period is complete, maintenance will be charged at a rate of £5 per handset per month.

24.3 It is for the customer to pay the monthly service charge for the maintenance service that is payable monthly in advance. Services provided to the customer in addition to the maintenance services are due to be paid by the customer upon presentation of the Suppliers’ invoice.

24.4 The Supplier may elect to invoice the customer via email.

24.5 The Supplier will include a maintenance charge of £5 per handset from the start of the Service Agreement, unless otherwise specified.

24.5 Payments outstanding for more than 30 days in relation to an overdue invoice in line with this maintenance agreement entitle the Supplier to suspend its obligation under the maintenance agreement until the overdue amount is settled.

24.6 If the Customer fails to pay any part of the aforesaid charges in accordance with these Terms and Conditions, Circle reserves the right to charge interest at the rate of 4% above the base rate of National Westminster Bank PLC from time to time calculated from the invoice date until the date of actual payment.

24.7 Included within Maintenance Services:

24.6.1 Upon receipt of a request from a Customer the inspection testing and diagnosing (by attendance on site or remotely) by the Supplier or any fault reporting in an item of Equipment; and

24.6.2 The carrying out by the Supplier of such repairs replacement of parts or adjustment as the Supplier shall deem necessary to remedy the said fault.

24.8 Appropriately qualified engineers will carry the maintenance in question.

24.9 The Supplier commits to rectify faults in line with the following hours based upon the agreed tier of service detailed in the Service Agreement (this commitment is subject to non-prevention from circumstances outside the Suppliers control):

24.8.1 TIER 1: From the hours of 9.00am and 5.00pm Mondays to Fridays excluding weekends and public holidays

24.8.2 TIER 2: From the hours of 9.00am and 5.00pm Mondays to Fridays including weekends and public holidays

24.8.3 TIER 3: 24 hours a day including weekends and public holidays

24.10 The Supplier will use its reasonable endeavours to ensure that response times to the Customers notification of a fault are not more than:

24.10.1 4 working hours if the equipment has failed completely; or

24.10.2 8 working hours if the equipment has failed partially.

25. EXCLUSIONS

25.1 Under the maintenance agreement the Supplier accepts no obligations or liability whatsoever:

25.1.1 in respect of any defect arising from wilful damage, negligence (including improper storage), abnormal working conditions, failure to follow the Supplier’s instructions (whether oral or in writing), misuse or alteration or repair of the Equipment without the Supplier’s approval;

25.1.2 sums owing by the Customer to the Supplier remain unsettled;

25.1.3 where loss is suffered by the Customer due to the Equipment neglecting to perform to its specifications and the failure is based on faults in the service provided by the network provider or broadband service provider;

25.1.4 In respect of any delay in the execution of any repair;

25.1.5 In respect of remedying defects in electricity or network supply to the Equipment; defects caused by failures or surges of electrical power; failure of the Equipment due to changes in the electrical supply service or the public network.

25.1.6 In respect of any defect arising due to circumstances beyond the Suppliers reasonable control including (without limitation) flood, fire, lightning, war, sabotage, civil disturbance or governmental action, import regulations or embargoes.

26 ADDITIONAL EQUIPMENT

26.1 Where the Supplier agrees, during the agreement term to provide the customer with additional equipment (‘additional

equipment’):

(a) such additional equipment will form part of the Equipment for the purposes of this Agreement and the Agreement Term shall be extended to a period of 7 years from the date on which the additional equipment was provided to the Customer unless otherwise stated in writing; and

(b) The annual service charge for the Maintenance Service of the Equipment shall be increased by an amount equal to the agreed service charge for the Maintenance Service as specified on the Additional Equipment purchase order in respect of the additional equipment such increase to be effective from the date on which the additional equipment is provided to the Customer.

27. GENERAL

27.1 Rights and obligations under the Contract may be assigned by the Supplier. The Customer may not assign its rights and obligations under the Contract.

27.2 If the cost of any contract buyout is being subsidised by Circle, an equivalent total value payable will appear in the Service Agreement, under “Additional Information” with the title “Total Subsidies”. Any subsidy payments must be claimed within 90 days of the date on the Service Agreement. Claims must be made by providing an invoice from the previous communications provider together with an invoice from the new customer addressed to Circle for the value of the termination penalty costs only, no service charges should be included.

27.3 Any notice shall be in writing addressed to the addressee at its registered office or principal place of business or such other address as may at the relevant time have been notified to the party giving the notice.

27.4 No delay or failure by the Supplier in enforcing any provision of the Contract shall constitute a waiver of that provision or any other provision. No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. No waiver by the Supplier shall be effective unless in writing.

27.5 If any provision of these Terms 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 the remainder of the provision in question shall not be affected.

27.6 These Terms and the Service Agreement constitute the entire agreement between the Supplier and the Customer concerning the supply of the Equipment, its maintenance and provision of the Service and replace and supersede any prior arrangement, understanding, warranty or representation (other than any fraudulent misrepresentation). Variations will only become binding when they have been signed by the director of the Supplier.

27.7 If the Supplier, in an effort to comply with any statute, regulation or British Standards Institution requirement deems it necessary to vary any terms of this agreement, then the Supplier may do so.

27.8 The annual maintenance charge detailed within this agreement is subject to annual review. Increases will be in line with the rate of inflation determined in accordance with Retail Price Index. However, increases to your agreement will be no more than 5% annually.

27.9 Where the Supplier receives erroneous notification of an equipment fault in excess of two occasions in any calendar month, the Supplier has the discretion to make a proportionate charge in line with current rates.

27.10 The Supplier’s rights are cumulative and in addition to any rights available to it at common law.

27.11 The Service Agreement is structured as a rolling contract. This means that your contract will automatically renew for a subsequent 12 months, unless otherwise specified, to ensure continuity in our service provision. If you do wish to cancel, you’ll need to notify us in writing at least 90 days before the rollover date.

27.12 The Contract shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the English courts.

 

The Direct Debit Guarantee 

• This Guarantee is offered by all Banks and Building Societies that take part in the Direct Debit

Scheme. The efficiency and security of the Scheme are monitored and protected by your own Bank or Building Society.

• If the amounts to be paid or the payment dates change Circle Cloud Communications Ltd will notify you 10 working days in advance of your account being debited or as otherwise agreed.

• If an error is made by Circle Cloud Communications Ltd or your Bank or Building Society, you are guaranteed a full and immediate refund for the amount paid.

• You can cancel a Direct Debit at any time by writing to your Bank or Building Society. Please also send a copy of your letter to us.