PLEASE NOTE THAT THE SERVICE SUPPORTS USE FOR EMERGENCY SERVICE CALLS ON REQUEST ONLY. IN ORDER TO ENABLE EMERGENCY CALLING WITHIN THE SERVICE, PLEASE CONTACT OUR HELP-DESK AND PROVIDE THE DEFAULT TELEPHONE NUMBER AND ADDRESS TO BE USED FOR EACH USER IN THE EVENT THAT AN EMERGENCY CALL NEEDS TO BE MADE. A SEPARATE TELEPHONE NUMBER AND ADDRESS IS REQUIRED FOR EACH USER MAKING EMERGENCY CALLS FROM OTHER LOCATIONS.
THE USE OF THIS SERVICE WILL RELY ON THE AVAILABILITY OF YOUR OWN DEVICES, HARDWARE, PHONE DATA NETWORK AND INTERNET PROVIDER AT ALL TIMES – ANY RESTRICTIONS IN ANY OF THE ABOVE SERVICES OR DEVICES WILL ALSO LIMIT THE QUALITY OF THE SERVICE.
The terms, conditions, and notices contained in these Terms & Conditions must be agreed to and accepted without qualification or amendment in order to obtain the Service as defined below. By using the Service, you hereby agree in full to all terms and conditions of this Agreement. If you do not agree to these terms and conditions, then please do not access or use the Service.
If you begin the sign-up process but fail to complete the process, we may contact you in an effort to help you complete the process. You hereby authorise us to contact you in this circumstance even if you ultimately decide not to sign up to the Service.
1.1 In this Agreement the following terms shall have the following meanings unless the context requires otherwise:
Act: means the Communications Act 2003.
Agreement: shall mean this document between Us and the You.
Application: means Circleloop.com and any other websites, administration tools and/or software applications to be provided by us, or our authorised partners, to you.
Artificial Inflation of Traffic: means any situation where the Service experiences unusual call patterns that are disproportionate to the overall amount of usage as would reasonably be expected.
Business Day: means any day which is not a Saturday or Sunday or a public bank holiday in England.
Call: means a signal, message, voicemail or communication which can be silent, visual (including text and data) or spoken.
Caller: a person who ultimately uses the Service through the Customer.
Confidential Information: has the meaning set out in clause 15.1.
Customer Information: means any information, including (without limitation) any routing destinations, images, audio, audio-visual, text or other information or content that relates to the Customer’s use of the Service.
Controller: has the meaning set out in GDPR.
Data Protection Legislation: in relation to any Personal Data which is Processed in the performance of this Agreement, the Data Protection Act 1998 and EU Data Protection Directive 95 / 46 / EC (prior to 25 May 2018), GDPR (on and after 25 May 2018), the Investigatory Powers Act 2016, Telecommunications (Lawful Business Practice), the Privacy and Electronic Communications Directive 2002 / 58 / EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003 / 2426), in each case together with all laws implementing or supplementing the same and any other applicable or equivalent data protection or privacy laws, and all other applicable law, regulations and codes of conduct relating to the processing of personal data and privacy, including the guidance and codes of practice issued by a relevant Supervisory Authority.
Data Subject: has the meaning set out in GDPR.
Emergency Call: means a Call from a Caller to the emergency services made by dialling 999 or 112.
GDPR: the General Data Protection Regulation (EU 2016/679).
Inappropriate Content: any content that infringes any applicable laws, regulations or third party rights (such as, for example, material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights or the Act).
Intellectual Property Rights: means all intellectual property rights (including without limitation, patents, trademarks, copyrights, designs, rights in databases, user data, rights in and to know-how and Confidential Information (in each case whether registered or unregistered)) and any and all applications for the same.
International Number: means a Number outside of the United Kingdom which is available for international regions at an additional monthly charge to normal Numbers as published at https://www.circleloop.com/pricing.
Insolvency Proceedings: means going into administration, administrative receivership, liquidation or receivership or becoming unable to pay debts as they fall due within the meaning of section 123 of the Insolvency Act 1986 or suffering any similar or analogous action in consequence of debt.
Network: means the network provided by us or any other third-party network supporting the Service.
Number: means any number specifically requested by or allocated to the Customer for the provision of the Service to Callers and includes VIP and International numbers.
Personal Data: has the meaning set out in GDPR and relates only to personal data, or any part of such personal data, in respect of which you are the Controller and in relation to which we are providing services under this Agreement.
Personal Data Breach: has the meaning set out in GDPR.
Premium Features: means any additional features and bolt-on extras you may add to your Service from time to time.
Processing and Process: have the meaning set out in GDPR.
Service: the service provided to you by us as described above.
Service Fee: means any charge in respect of the Service levied by us from time to time to you.
Software: any software used by us, or any party acting on our behalf in fulfilling its obligations under this Agreement or otherwise.
Special Categories of Personal Data: those categories of data listed in Article 9(1) GDPR.
Supervisory Authority: means (a) an independent public authority which is established by a Member State pursuant to Article 51 GDPR; and (b) any similar regulatory authority responsible for the enforcement of Data Protection Legislation.
Third Party Information: means information, audio, video, graphics, sound, music, photographs, software, data, databases, records, and any other materials (in whatever form) not owned or generated by or on behalf of the Customer, published or otherwise utilised or made available using the Service.
Users: means any user within your business who you authorise to use this Service.
Usage Rates: means the charges incurred by you calculated against the usage based pricing which can be found at https://www.circleloop.com/pricing
VIP Number: means a Number available at an additional monthly charge to normal Numbers and it is purchased for a minimum period of 12-months in accordance with clause 5.7.
1.2 Clause and schedule headings do not affect the interpretation of this Agreement.
1.3 References to clauses and schedules are (unless otherwise provided) references to the clauses and schedules of this Agreement.
1.4 Words in the singular include the plural and in the plural include the singular.
1.5 A reference to a particular law is a reference to it as it is in force at the date of this Agreement taking account of any amendment, extension, application or re-enactment and including any subordinate legislation in force at the date of this Agreement made under it.
2. Our Obligations
2.1 We shall provide the Service to you in consideration for the due and timely fulfilment of the Customer's obligations under this Agreement.
2.2 Use of the Service is at all times subject to the terms and conditions of this Agreement and by using the Service, the Customer confirms their acceptance of, and agrees to be bound by, this Agreement.
2.3 We reserve the right to amend or alter in any way these terms and conditions or charges for the Service at any time. We shall make reasonable endeavours to notify the Customer of any such changes, including making notice of the same to the Customer, but any change shall take effect even if the Customer fails to receive such notice.
2.4 We shall provide reasonable endeavours to manage and maintain a professional Service, Network and Application.
2.5 We shall grant you a non-exclusive, non-assignable or transferable right to use the Service in accordance with these terms.
2.6 We shall provide support to you for the Service via our help-desk and online knowledgebase.
3. Customer Obligations
3.1 The Customer may only use the Service for lawful purposes and at all times in accordance with the Act.
3.2 The Customer will not, nor will the Customer authorise or permit any other person to, use the Service or the Application:
3.3 The Customer warrants that Customer Information is and will remain accurate and will not include any Inappropriate Content or any other information or material, any part of which, or the accessing of which or use of which would be a criminal offence or otherwise unlawful including the breach of any Intellectual Property Rights of any other person. We reserve the right to remove such content from the Service, Application and Network where, in our sole discretion, we suspect such content to be in breach of this clause 3.3.
3.4 The Customer will be solely responsible for the accuracy, completeness, design, creation, maintenance, and updating thereof of all Customer Information. We shall not be liable for any errors or inaccuracies in any Customer Information
3.5 The Customer shall be responsible for obtaining all necessary licenses and consents required to use Service and the Customer warrants that such licences and consents have been obtained and will be subject in this regard to the indemnity at clause 12.
3.6 The Customer shall permit us to document you as a client case study or reference client and to use your name in any publicity material we may produce without first referring any such material to you for approval.
3.7 The Customer shall provide us with any assistance we require in relation to any query or enquiry in relation to the Service howsoever arising.
3.8 The Customer shall ensure it does not use the Service:
3.9 The Customer will not sell or re-sell the Service to any third party.
3.10 The Customer will not use or associate the Service with any unsolicited telemarketing activities (“Spam”) and agrees to pay us a fee of £25 for each Spam complaint received by us. This will be charged for and applied to your Usage Rates and charged to the payment card you used to register for the Service.
3.11 The Customer warrants that the name, email address, phone numbers, postal address and payment information (where required upfront) that the Customer provides when the Customer registers for the Service is correct and the Customer agrees to update its account immediately in the event of any changes to such details.
3.12 The Customer warrants that it possesses the legal right and ability to enter into this Agreement and to use the Service in accordance with this Agreement.
3.13 The Customer confirms that the person contracting on behalf of the Customer has authority to bind the Customer in relation to the Customer’s purchase of the Service.
3.14 Any breach of this clause 3 by the Customer shall be deemed to be a material breach of this Agreement and shall entitle us to immediately terminate the Agreement and, for this purpose, it shall be irrelevant whether the Customer was aware of the content of any material so transmitted or not. Notwithstanding and in addition to clause 8, we may suspend the Service without notice with immediate effect if, in our reasonable opinion, the Customer is in breach of this clause 3 and we may refuse to restore the Service until the Customer gives us an acceptable assurance that there will be no further contravention.
3.15 The Customer is responsible for notifying any applicable terms of the Service to its Users and for ensuring that its Users comply with such terms.
3.16 In the event that we suspect that the Customer has breached this Agreement, at our absolute discretion we reserve the right to:
3.17 Each Customer must have their own CircleLoop account and sharing of user accounts is not permitted in any circumstances.
4.1 Other than as cannot be excluded in law, we expressly exclude all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose in relation to the provision of the Service.
4.2 We do not warrant that the Service will be error and or virus free or operate without disruption or is compatible with all equipment and software configurations.
4.3 The full extent of our liability in respect of the provision of the Service is as set out in clause 10.
5. Service Specific Conditions
5.1 Number allocation - once you have registered for the Service you shall be allocated or can select from us your Numbers at random to use in conjunction with the Service and for your Callers to contact you on in accordance with the terms of this Agreement.
5.2 Number usage – where the “Free” service is concerned (see clause 7.1), if you do not use the Service or your Number for a period of over 6-months we reserve the right to cancel the Service and re-allocate your Number back to stock for potential re-use by another party in the future.
5.3 Number testing - It is your responsibility to ensure that the Number works correctly when being diverted to the Customer Information and all equipment you have is in full working order.
5.4 Call and voicemail recording – subject to termination of this Agreement we will store any recorded Calls for as long as you state you need them accessible within the Application of the Service for that period only. Any recordings stored will be held in accordance with Data Protection terms specified in clause 13 and then deleted unless you download and store them yourself.
5.5 Emergency calling – you will NOT be able to make Emergency Calls from the Service unless you contact the help-desk to enable Emergency Calls within the Service. If you do request that we enable Emergency Calls for you within the Service, you must provide the default telephone number and address to be used for each User in the event that an Emergency Call needs to be made. A separate telephone number and address is required for each User making Emergency Calls from other locations.
5.6 Number porting into the Service – should you wish to port any existing Number into the Service then you must contact us via email@example.com to complete the required consent paperwork to complete this process, we will then handle this for you. There will be an admin charge payable of at least £20 per number but this will be agreed with you in writing prior to any number being ported.
5.7 Number porting away – should you wish to port any existing Numbers away from the Service then you must contact your new service provider to request this. We will typically receive instruction from them within 10-days to action this request. Prior to contacting your new provider, you will need to contact us at firstname.lastname@example.org in order for us to provide the information necessary for you to submit to your new provider when initiating the port. We cannot however guarantee that your new service provider will have the ability to port in your Number. There will be an admin charge payable of at least £10 per Number and for VIP Numbers there will be a charge payable calculated as any months remaining from the 12 month minimum duration multiplied by the monthly VIP Number fee according to https://www.circleloop.com/pricing but this will be confirmed with you in writing prior to your number(s) being ported away.
5.8 Support – we will provide you with support facilities for the Service through the Application, however, should you need to raise a support query with us directly email email@example.com.
5.9 Service related communications - we will send you updates about the Service, these will include new feature updates, service updates, support updates and other general communications at our discretion. If you do not want to receive these, you can opt-out at any stage.
5.10 Marketing communications – we will occasionally send you carefully selected marketing communications, if you do not want to receive these you can opt-out at any stage. Opting out of these marketing communications will not impact any Service related communications and you will still receive these.
5.11 If you select functionality relating to the Telephone Preference Service (TPS) when signing-up for the Service or otherwise during your use of the Service, this will prevent you from making any telephone calls to telephone numbers which appear on the latest Telephone Preference Service product data file. You acknowledge that the accuracy of the Telephone Preference Service functionality is dependent on the accuracy (or otherwise) of the information and database access provided to us by the Telephone Preference Service (or its agent or subcontractor), and, subject to clause 10.1 below, we shall not have any liability for any inaccuracy or omissions from such data and information provided to us. Further detail about the rules of the TPS can be found at https://ico.org.uk/for-organisations/guide-to-pecr/electronic-and-telephone-marketing/telephone-marketing/
6.1 You agree to pay the Service Fee for your use of the Service at the prices disclosed in the Application.
6.2 You acknowledge that prices disclosed could be subject to change and we will do our best to notify you of such changes and providing you as much notice as possible. We, as additional features to the Service, will add to the things which you can pay for within the Service Fees. These will always be features you are in control of and you can use them or not as you prefer.
6.3 All pricing disclosed on the Application will be invoiced and paid in the currency you choose when signing up for the Service, and is exclusive of value added tax (VAT) or other sales, import or export duties or taxes (if applicable) and this will be added at the point of payment.
6.4 All charges and VAT invoices for the Service will be emailed to you.
6.5 When you first sign-up to the Service we will ask for your payment card information and, subject to clause 6.7, payments will be pre-authorised.
6.6 You will be able to view all current logs, Usage Rates and amend and/or update Customer Information in the Application.
6.7 Invoices will, other that in respect of the period covering the free trial period, be for periods of one month and will be issued automatically by charging the payment card used to register for the Service on the date of such invoice. Changes made to your subscription during your monthly billing period will be calculated pro-rata for the remainder of the period and included on your next monthly invoice. If you cancel the Service through the Application you will automatically stop charges with effect from the end of the then current month and after settlement of that month’s charges based on Usage Rates and any pro-rata charges for changes made to your account during the month. Please note that your Service will not work if you do not have a valid credit card with us and/or terminate the service and you will not be able to accept Calls on your Number through the Service.
6.8 We will not issue refunds for any reason on the Service.
6.9 If your payment card fails to make a complete payment to us or we experience any payment card fraud and/or chargebacks then we have the right to immediately suspend and/or terminate the Customer’s account and the Service shall immediately cease.
6.10 If the Customer subsequently makes a valid payment to us then the Service will be re-instated and we shall make all reasonable endeavours to restore all data collected by us for the Service provided to the Customer prior to a termination. If the Customer does not make a payment within 2 weeks then all such Customer data shall be deleted by us and the account terminated and Number(s) reclaimed by us and returned to stock for potential re-use by another person.
6.11 The Customer must not abuse or manipulate the free trial period and/or the billing period to avoid paying for any Service Fees due to us. If we suspect, at our absolute discretion, that the Customer is abusing such periods, we reserve the right to suspend and/or cancel the Customer’s use of, and access to, the Service without notice.
7. Service Provision
7.1 Our service level provisions are set out at https://www.circleloop.com/pricing and we have two paid for plans known as the “Unlimited” Plan and Pay as you Go (PAYG) Plan. We may also offer a “Free” service which is operated in conjunction with selected partners and/or promotions.
7.2 The Free service is a free service to which the terms and conditions set out herein shall apply save where not applicable. For the avoidance of doubt, the Free service is an inbound call only service and you will not be able to make outgoing calls using this service.
7.3 The Unlimited and PAYG service are paid for service subscriptions, chargeable monthly as per the latest pricing lists set out at https://www.circleloop.com/pricing. On the PAYG plan you will be charged for any and all additional usage based on our Usage Rates.
7.4 Notwithstanding any other provision of these terms and conditions, if you do not choose to add card payment details before the end of the trial, your account will be suspended. You may add payment details up to 30 days post-trial period, at which point the account will activate immediately and the amount of Premium Features and Usage Rates will be invoiced in accordance with clause 6.7.
7.5 Should you terminate the free trial within the free trial period you will not be billed for any usage as all features enabled within the trial period are included within the trial.
8.1 The Customer shall not attempt to circumvent system security or access the source code of the Software or the Application of the Service.
8.2 The Customer shall keep confidential any passwords or other security information relating to the Software or the Application of the Service.
8.3 The Customer is responsible for the security and proper use of all user IDs, passwords, used in connection with the Service and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised persons.
8.4 The Customer must immediately inform us if there is any reason to believe that a user ID or password issued by us has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.
8.5 We reserve the right to suspend access to the Service if at any time we consider that there is or is likely to be a breach of security or if the Customer fails to comply with our instructions or requests in relation to security matters.
8.6 We reserve the right (at our sole discretion) to require the Customer to change any or all of the passwords used by the Customer in connection with the Service.
9. Term and Termination
9.1 To terminate the Agreement the Customer must either cancel the account through the Application process or by emailing firstname.lastname@example.org with formal confirmation of cancellation served in writing pursuant to clause 16 and we shall terminate the Agreement immediately during the free trial period or the then current month, as the case may be, subject, in the latter case, to being given seven days notice and to receipt of such written confirmation prior to this time.
9.2 If you terminate the Agreement of your own choosing then you will lose your Number(s) permanently.
9.2 On termination of the Service any balance due on termination will be invoiced and collected in accordance with clause 6.
9.3 We may terminate this Agreement, without notice, if you are in breach of any part of this Agreement or suffer Insolvency Proceedings, although your obligation to pay then current charges shall survive termination of this Agreement.
10. Limitation of Remedies and Liability: Your attention is particularly drawn to this clause
10.1 Nothing in this Agreement shall operate to exclude or limit either party’s liability for:
10.2 We shall not be liable to the Customer or any third party for any indirect, incidental, sequential or consequential loss or damages arising under this Agreement (including without limitation) loss of profits, business, earnings or opportunity arising under or in connection with this Agreement.
10.3 Other than as stated in clause 10.1, we shall not be liable to the Customer in contract, tort (including negligence) or otherwise in relation to this Agreement.
10.4 The provisions of this Agreement and the rights and remedies of the parties under this Agreement are cumulative and are without prejudice and in addition to any rights or remedies a party may have at law or in equity.
10.5 The Customer accepts that we are neither obligated nor able to edit, review or modify Customer Information or Third Party Information and that we do not examine the use to which the Customer puts the Service. However, we reserve the right to remove any Customer Information or Third Party Information if we reasonably believe such information breaches any laws or regulations or any third party´s rights.
10.6 We exclude all liability of any kind in respect of Customer Information, Third Party Information or any other material which can be accessed using the Service and are not responsible in any way for any goods (including software) or services provided advertised, sold or otherwise made available by means of the Service.
11. Intellectual Property Rights
11.1 All Intellectual Property Rights in Customer Information ("Customer Intellectual Property") are and shall remain the property of the Customer and its licensors.
11.2 Except as provided for at clause 11.1, all Intellectual Property Rights in the Service and/or the Software, Application, Services and any supporting or associated material relating to the Software, the Application or the Service developed by us in fulfilling our obligations under this Agreement or in connection with this Agreement, whether the Software, the Application or the Service or material is particular to the Customer or not, and any other material provided to or made accessible to the Customer by us as a result of this Agreement ("Our Intellectual Property") are and shall remain our sole property.
11.3 The Customer grants to us a non-transferable, royalty free licence to use the Customer Intellectual Property for the purposes of performing our obligations under this Agreement.
11.4 We grant the Customer a non-transferable, non-exclusive, royalty free licence to use Our Intellectual Property for the purposes of performing your obligations to us under this Agreement.
12. Third Party Transactions
12.1 The Customer shall remain solely responsible for any transactions of any kind entered into between the Customer and Users or any other third parties accessing or acting in reliance on the Service, or any information on the site. We will not be a party to or in any way responsible for any transaction between the Customer and a Buyer or other third party.
12.2 The Customer agrees to indemnify and keep us indemnified from any claim brought by a third party resulting or arising from the Customer´s use of the Service, any breach of its obligations under clauses 3 and 4 of this Agreement by the Customer, our hosting of the Service, or any claim brought by a third party resulting or arising in any way from any Customer information or any other material provided by the Customer to us.
12.3 The indemnities at clause 12.2 includes all costs, expenses, damages, awards, fees (including reasonable legal fees) and judgments finally awarded against us arising from any relevant claims. Furthermore, the Customer agrees it will provide us with notice of such claims, gives us full authority to defend, compromise or settle such claims and to give all reasonable assistance necessary to defend such claims, at the Customer´s sole expense. We agree that any actions taken in respect of such claims will be taken in consultation with the Customer.
13. Data Protection
13.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
13.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and we the Processor of any Personal Data. We Process Personal Data in accordance with the following scope, nature and purpose:
Nature and purpose of the processing of Personal Data
In order that we can provide our Services to you in accordance with this Agreement
Subject matter of the Processing of Personal Data
For our provision of Services to you as our customer, as set out in this Agreement.
Duration of the Processing of Personal Data
The term of our contract with you in accordance with this Agreement, until we delete that data in accordance with this Agreement.
Categories of Personal Data being shared between you and us
Data relating to individuals provided to us by you or any person you authorise (or direct) to access or use the Services (or at your direction).
Types of Data Subject in respect of whom we Process Personal Data
The Data Subjects in respect of whom you use our Services and data is sent (or provided) to us through those Services, by you, at your direction or with your authorisation.
13.3 Each party confirms that it holds, and during the term of this Agreement will maintain, all registrations and notifications required in terms of the Data Protection Legislation which are appropriate to its performance of the obligations under this Agreement.
13.4 We will:
13.5 Each party will notify the other party as soon as is reasonably practicable if it becomes aware of a Personal Data Breach relating to either party’s obligations under this Agreement.
13.6 You shall undertake appropriate data protection impact assessments to ensure that Processing of Personal Data complies with Data Protection Legislation. We will provide you with reasonable assistance, where necessary and upon your request, in carrying out any data protection impact assessment and undertaking any necessary prior consultation of the Supervisory Authority.
13.7 It is your responsibility to ensure that Personal Data is dealt with in a way that is compliant with Article 5(1) of the GDPR.
13.8 You shall ensure that:
13.9 In the event that we:
13.10 Each party agrees to indemnify, and keep indemnified and defend at its own expense, the other party, against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable, due to any failure by the first party or its employees or agents to comply with this clause 13.
13.11 You authorise our engagement of third parties as subcontractors for the purposes of Processing; in the event that we contract with such subcontractors in accordance with the requirements of Data Protection Legislation, your entry into this Agreement will constitute your prior written consent to that subcontracting by us in respect of the relevant Processing. Information about the subcontractors that we engage for Processing purposes can be found at www.circleloop.com/gdpr.
13.12 In the event that we engage any new subcontractor for the purposes of Processing during the term of this Agreement, we will inform you at least 30 days in advance of the engagement commencing, together with relevant information relating to that subcontractor and its operations. You may object to that engagement by contacting us, and, as your sole and exclusive remedy for such engagement, terminate this Agreement in accordance with clause 9.1.
13.13 Please see our Privacy and Cookies Policy which forms part of this Agreement and set out how we Process certain personal data (as defined in GDPR) as a Controller.
13.14 Either party may, at any time on not less than 30 days’ notice, revise this clause 13 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).
14. Force Majeure
If either party is unable to perform any obligation under this Agreement because of a matter beyond that party's reasonable control including, without limitation, lightning, flood, exceptionally severe weather, fire, explosion, war, acts of terrorism, civil disorder, industrial disputes (whether or not involving employees of either party), breakdown of plant or machinery, default of suppliers or sub-contractors or acts of local or central government or other competent authorities, or events beyond the reasonable control of suppliers to either party, that party will have no liability to the other for that failure to perform.
15.1 Each party shall keep confidential (and ensure that its employees keep confidential) all information concerning the business, finances, technology, affairs, clients, marketing plans of the other party and other information which is identified as such or is confidential by its nature (including, but not limited to, the terms of this Agreement) ("Confidential Information").
15.2 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
15.3 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, or in the case of us the employees of a any other group company or their suppliers who need to know the information. Confidential Information may not be disclosed to any other party without the written consent of the other party.
15.4 The obligations set out in this clause 15 shall not apply to Confidential Information which the receiving party can demonstrate, with written evidence, came into the public domain otherwise than through a breach of this clause 15 or which is required by law to be disclosed.
15.5 The obligations of confidentiality in this clause 15 shall not be affected by the expiry or termination of this Agreement, but will remain in effect for 2 years after the termination of this Agreement
A notice given under this Agreement:
16.1. shall be in writing in the English language (or be accompanied by a properly prepared translation into English);
16.2 shall be delivered by email with formal written confirmation served by hand or prepaid first class post to the registered office of the other party or to such other address as may from time to time be notified to the other party in writing.
16.3 Any notice given under this clause 16 shall be deemed to have been received:
17.1 The Customer will not assign, resell, sublease or in any other way transfer the Service (or any element thereof), or any of its rights or obligations under the terms of this Agreement without our prior written consent.
17.2 Contravention of this restriction in any way, whether successful or not will entitle us to terminate the Service and/or the Agreement immediately.
17.3 We may assign or transfer its rights or obligations under this Agreement by written notice to the Customer.
18. Entire Agreement
18.3 No person or undertaking that is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of this Agreement.
18.4 The Customer may not vary this Agreement without the written consent of us.
18.5 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
18.6 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
18.7 Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting enter party as agent of the other for any purpose whatsoever. No party shall have the authority to bind the other party or to contract in the name of, or create a liability against, the other party in any way or for any purpose.
18.8 This Agreement and any disputes or claims (whether contractual or non-contractual) arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.
18.9 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) that arises out of or in connection with this Agreement.
Updated May 2018