Circleloop.com (the “Service”) is a self-service platform for the provision of Telephony and Communication Services to be managed by the Customer and its Users. The Service is operated and owned by Mission Labs Limited (Company number 10040088) whose registered office is The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF and whose correspondence address is The Old Milk Depot, Bacup Rd, Rossendale, Lancashire, BB4 7FE. These Terms & Conditions and our Privacy Policy constitute the full legal agreement between you (“Customer”) and Mission Labs Limited (hereafter referred to as “CircleLoop”).

IMPORTANT INFORMATION:

THE SERVICE SUPPORTS USE FOR EMERGENCY SERVICE CALLS, INCLUDING DURING ANY TRIAL PERIOD. HOWEVER THE USE OF THIS SERVICE INCLUDING EMERGENCY SERVICE CALLS WILL RELY ON THE AVAILABILITY OF CUSTOMER’S AND USER’S OWN DEVICES, HARDWARE, PHONE DATA, NETWORK AND INTERNET PROVIDER AT ALL TIMES. ANY RESTRICTIONS IN ANY OF THE ABOVE SERVICES OR DEVICES WILL 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, Customer hereby agrees in full to all terms and conditions of this Agreement. If Customer does not agree to these terms and conditions, then it must not access or use the Service.

If Customer commences but fails to complete the sign-up process, CircleLoop may contact Customer in an effort to help Customer complete the process. Customer hereby authorises CircleLoop to contact Customer in this circumstance even if Customer ultimately decides not to sign up to the Service.

1. Definitions

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 CircleLoop and Customer and any documents referenced within it.

Application: means Circleloop.com and any other websites, administration tools and/or software applications to be provided by CircleLoop, or CircleLoop’s authorised partners, to Customer.

Artificial Inflation of Traffic: means any situation where the Service experiences unusual call patterns that are disproportionate to the overall amount of usage as CircleLoop would reasonably expect.

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.

Confidential Information: has the meaning set out in clause 15.1.

Controller: has the meaning set out in UK GDPR.

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 or User’s use of the Service.

Data Protection Legislation: means the Data Protection Act 2018, the UK GDPR, the Investigatory Powers Act 2016, the Telecommunications (Lawful Business Practice), the Privacy and Electronic Communications (EC Directive) Regulations 2003, 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 UK GDPR.

Emergency Call:  means a Call from a Customer or User to the emergency services made by dialling 999 or 112.

Emergency Call Handling Authority: means the relevant United Kingdom receiving point for an Emergency Call

Free Service: has the meaning set out in clause 7.3.

Free Trial: has the meaning set out in clause 7.4.

Inappropriate Content: means 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 UK 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 UK GDPR.

Premium Features: means any additional features and bolt-on extras you may add to your Service from time to time.

Processing and Process: each have the meaning set out in UK GDPR.

Service: means 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: means 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: means those categories of data listed in Article 9(1) UK GDPR.

Supervisory Authority: means any 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.

UK GDPR: has the meaning set out in section 3 of the Data Protection Act 2018.

Users: means any user within the Customer’s business who Customer authorises to use this Service.

Usage Rates: means the charges incurred by Customer 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 must be 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. CircleLoop Obligations

2.1 CircleLoop shall provide the Service to Customer 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 CircleLoop reserve the right to amend or alter in any way these terms and conditions or charges for the Service at any time. CircleLoop shall make reasonable endeavours to notify the Customer of any such changes, but any change shall take effect even if the Customer fails to receive such notice.

2.4 CircleLoop shall provide reasonable endeavours to manage and maintain a professional Service and Application.

2.5 CircleLoop shall grant you a non-exclusive, non-assignable, non-transferable right to use the Service in accordance with these terms.

2.6 CircleLoop shall provide support to Customer for the Service via the CircleLoop 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 and these Terms and Conditions.

3.2 The Customer will not, nor will the Customer authorise or permit any other person to, use the Service or the Application:

1. to send or receive 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 be unlawful;

2. to create any Artificial Inflation of Traffic in any way;

3. to sell, or offer to sell goods or services which are in violation of any laws, regulations or codes of practice. The Customer shall take such corrective action as we may require in such circumstances promptly following notification from CircleLoop.

4. to pretend to be a party which it is not or use the Service to falsely represent another party.

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. CircleLoop reserve the right to remove such content from the Service, Application and Network where, in its sole discretion, CircleLoop suspects 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. CircleLoop 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 CircleLoop to document Customer as a client case study or reference client and to use Customer name in any publicity material CircleLoop may produce without first referring any such material to Customer for approval.

3.7 The Customer shall provide CircleLoop with any assistance required in relation to any query or enquiry related to the Service howsoever arising.

3.8 The Customer shall ensure it does not use the Service:

1. excessively and beyond what CircleLoop deem is reasonable;

2. in a way which imposes an unreasonable or disproportionately large load on CircleLoop’s infrastructure or the Service;

3. for automated, high volume or otherwise excessive call-forwarding, auto-dialling and/or call-blasting activities; and/or

4. to make automated, continuous, extensive or excessive calls using the Service beyond what CircleLoop consider (at CircleLoop’s absolute discretion) to be reasonable business use.

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 CircleLoop a fee of £25 for each Spam complaint received. This will be charged for and applied to the Customer’s Usage Rates and charged to the payment card Customer 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) provided when the Customer registers for the Service is correct and Customer agrees to update its account immediately in the event of any changes to its details and those of its Users. Providing false information at any time and/or fraudulent use of credit/debit card information may result in immediate termination of the Services and may expose the offender to civil or criminal liability.

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 its behalf is over 18 years of age and has authority to bind Customer in relation to its purchase of the Service.

3.14 The Service is provided and intended for business use only. By using the Service, Customer is confirming that it is a business. If Customer does not intend to use the Service for business use it must not use the Service. The Customer has 14 days from the date of sign up to cancel the Service in the event the Customer is deemed a consumer in accordance with Consumer Contracts Regulations. In such circumstances, the Customer will be responsible for the value of the Service incurred outside of the Free Trial up to the point of cancellation. This will be deducted from any refund due to the Customer as a result of cancelling under this clause 3.14.

3.15 Any breach of this clause 3 by the Customer and/or its Users shall be deemed to be a material breach of this Agreement and shall entitle CircleLoop 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, CircleLoop may suspend the Service without notice with immediate effect if, in its reasonable opinion, the Customer is in breach of this clause 3 and CircleLoop may refuse to restore the Service until the issue giving rise to the suspension has been satisfactorily resolved, to be determined at CircleLoop’s discretion and Customer gives CircleLoop an acceptable assurance that there will be no further contravention.

3.16 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.

3.17 In the event that CircleLoop suspects that the Customer has breached this Agreement, at CircleLoop’s absolute discretion it reserves the right to:

1. suspend and/or terminate the Customer’s access to the Service immediately without notice; and/or

2. modify the Customer’s pricing plan for access to the Service to reflect any excessive use of the Service or abuse of billing periods to avoid and manipulate payment to CircleLoop, including, without limitation, converting the Customer’s pricing plan to a fully-metred usage plan and charging pro rata for Service access.

3.18 Each Customer must have their own CircleLoop account and sharing of user accounts is not permitted in any circumstances.

4. Warranties

4.1 Other than as cannot be excluded in law, CircleLoop expressly excludes 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 CircleLoop does 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 CircleLoop’s 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 the Customer has registered for the Service the Customer shall be allocated or can select from CircleLoop the Number at random to use in conjunction with the Service and for callers to contact Customer on in accordance with the terms of this Agreement.

5.2 Number usage - where the Free Service is concerned (see clause 7.3), if the Customer does not use the Service or Number for a period of over 6-months CircleLoop reserve the right to cancel the Service and re-allocate the Number back to stock for potential re-use by another party in the future.

5.3 Number testing - it is the Customer’s responsibility to ensure that the Number works correctly when being diverted in accordance with the relevant Customer Information provided and all equipment the Customer has is in full working order.

5.4 Call and voicemail recording – any recordings stored will be held in accordance with the Data Protection terms specified in clause 13. The Customer is required to download and store any such recordings within 6 months from the date of termination after which time they will be deleted. CircleLoop accepts no responsibility for any recordings lost as a result of termination of the Service and/or this Agreement.

5.5 Emergency calling:

1. Emergency Calls are supported on the Service, including during any free trial period. The Customer must provide the address to be used for each User in the event that an Emergency Call needs to be made. A separate address is required for each User making Emergency Calls from other locations. Please note, the quality of the Service and connection to it is linked to the quality of the Customer’s or its Users’ connection to the internet, device or router settings.

2. The Customer must be aware, and must make its Users aware that any power failure or connectivity failure will stop the Service from working and this will also render Emergency calling unavailable.

3. CircleLoop will ensure that Emergency Calls are identified as having been made over a voice over IP connection to the Emergency Call Handling Authority so that they are prompted to ask the Customer or Users for location details.

4. CircleLoop also require that the Customer provide CircleLoop with the address details from which the Service will be used and recommend that the Customer and its Users update this address whenever the Service is used from another location. For the avoidance of doubt, Circleloop will provide the address details to the Emergency Call Handling Authority, who may direct emergency services to it if they are unable to return a dropped Emergency Call made over the Service.

5.6 Number porting into the Service – should the Customer wish to port an existing Number into the Service then it must contact CircleLoop via support@circleloop.com to request and submit the consent paperwork. There will be an administration charge payable of at least £20 per User but this will be agreed with the Customer in writing prior to any number being ported. This administration charge shall be levied against each User, and thus there shall be no charges directly levied in respect of Numbers. Number porting is not available during any Free Trial. Number porting during in a minimum commitment term will result in an early termination fee, calculated by multiplying the number of months remaining in the minimum commitment term by the relevant monthly charges.

5.7 Number porting away – should the Customer wish to port an existing Number away from the Service then it must contact its new service provider to request this. CircleLoop will typically receive instructions from the new service provider within 10-days of the Customer’s request to action. Prior to contacting the new provider, the Customer will need to contact CircleLoop at support@circleloop.com in order for CircleLoop to provide the relevant information for the Customer to submit to your the provider when initiating the port. CircleLoop cannot guarantee that the new service provider will have the ability to port in the Number. If the Customer wishes to port VIP Numbers during the minimum 12 month term, the Customer will be liable to pay an early termination charge in the sum equal to the total number of months remaining of the minimum 12 month duration multiplied by the monthly VIP Number(s) fee according to https://www.circleloop.com/pricing. This will be confirmed with the Customer in writing prior to the Number being ported away. Number porting is not available during any Free Trial. Number porting during in a minimum commitment term will result in an early termination fee, calculated by multiplying the number of months remaining in the minimum commitment term by the relevant monthly charges.

5.8 Support – CircleLoop will provide the Customer with support facilities for the Service through the Application, however, should the Customer need to raise a support query directly, the Customer may email support@circleloop.com.

5.9 Service related communications - CircleLoop will send the Customer updates about the Service, these will include new feature updates, service updates, support updates and other general communications at CircleLoop’s discretion. If the Customer does not want to receive these updates, it may opt-out at any stage.

5.10 Marketing communications – if the Customer has opted in to receiving such communication, CircleLoop will occasionally send the Customer carefully selected marketing communications. The Customer may opt-out at any stage. Opting out of these marketing communications will not impact any Service related communications and the Customer will continue to receive these.

5.11 If Customer selects functionality relating to the Telephone Preference Service (TPS) when signing-up for the Service or otherwise during use of the Service, this will prevent Customer from making any telephone calls to telephone numbers which appear on the latest Telephone Preference Service product data file. Customer acknowledges that the accuracy of the Telephone Preference Service functionality is dependent on the accuracy (or otherwise) of the information and database access provided to CircleLoop by the Telephone Preference Service (or its agent or subcontractor), and, subject to clause 10.1 below, CircleLoop shall not have any liability for any inaccuracy or omissions from such data and information provided to it.  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. Charges

6.1 Customer agrees to pay the Service Fee for use of the Service at the prices disclosed in the Application.

6.2 Customer acknowledges that prices disclosed could be subject to change. CircleLoop will do its best to notify Customer of such changes and provide as much notice as possible. CircleLoop will, as additional features to the Service, add to the things the Customer can pay for within the Service Fees. These will always be features the Customer is in control of and the Customer can use them or not as it prefers.

6.3 All pricing disclosed on the Application will be invoiced and paid in the currency the Customer chose when signing up for the Service. Pricing 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 the Customer.

6.5 When the Customer initially signs up to the Service CircleLoop will ask the Customer for its payment card information and, subject to clause 6.7, payments will be pre-authorised.

6.6 Customer will be able to view all current logs, Usage Rates and amend or update Customer Information in the Application.

6.7 Invoices will, other than 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 Customer’s subscription during the monthly billing period will be calculated pro-rata for the remainder of the period and included on the next monthly invoice. If Customer cancels the Service through the Application, charges will automatically stop 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 the Customer’s account during the month. Please note that save for Emergency Calls the Service will not work if the Customer does not have a valid credit card registered with CircleLoop and/or terminates the service and the Customer will not be able to accept Calls on the Number(s) through the Service.

6.8 Subject to clause 3.14, CircleLoop will not issue refunds for any reason on the Service.

6.9 If the Customer’s payment card fails to make a complete payment to CircleLoop or CircleLoop experiences any payment card fraud and/or chargebacks then CircleLoop has the right to immediately suspend and/or terminate the Customer’s account and the Service shall immediately cease.

6.10 If the Customer makes a valid payment to CircleLoop then the Service will be re-instated and CircleLoop shall will take any reasonable steps to restore the data it collected for the Service prior to the suspension or termination. However, if the Customer does not make a valid payment within 2 weeks then all such data shall be retained for a maximum period of 90 days from suspension after which time it shall be deleted by CircleLoop in addition to the termination of the account. The Number(s) will also be reclaimed by CircleLoop and returned to stock for recycling and 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 CircleLoop. If CircleLoop suspects, at its absolute discretion, that the Customer is abusing such periods, it reserves the right to suspend and/or cancel the Customer’s use of, and access to, the Service without notice.

6.12 CircleLoop may increase its Charges at any time. CircleLoop will provide 30 days notice and Customer will have option to accept the increase or cancel the Service within the 30 day notice period. Customer’s continued use of the Service after expiry of the notice period will be deemed acceptance of the increased Charges.

7. Service Provision

7.1 The service levels are as set out at https://www.circleloop.com/pricing and there are two paid for plans known as the “Unlimited” Plan and Pay as you Go (PAYG) Plan.

7.2 The Unlimited and PAYG service are paid for service subscriptions, chargeable monthly as set out in the latest pricing lists at https://www.circleloop.com/pricing. On the PAYG plan Customer will be charged for any and all additional usage based on CircleLoop’s Usage Rates.

7.3 CircleLoop may also offer a free service (the “Free Service”) which is operated in conjunction with selected partners and/or promotions. The Free Service is an inbound call only service to which the terms and conditions set out herein shall apply save where not applicable. For the avoidance of doubt, Customer will not be able to make outgoing calls using the Free Service unless it has signed up to the paid for Unlimited or PAYG service.

7.4 CircleLoop may also offer a free trial (the “Free Trial”) which will allow Customer access to many of the Service features for a specified period. The specified period will be as advertised to Customer. During the Free Trial period Customer will be able to use a selection of the Service features without charge. Please note, not all Service features are available and/or unlimited as part of the Free Trial and there will be certain restrictions as part of the Free Trial.

7.5 Customer will not be required to enter its card payment details when signing up for the Free Trial. If Customer wishes to proceed with the full Service following the Free Trial Customer will need to enter its card payment details to confirm registration to the Service. Invoicing will then be in accordance with clause 6.7. If Customer chooses not to add its card payment details before the end of the Free Trial period, the account will be suspended.

7.6 Customer may add card payment details up to 30 days after the end of the Free Trial period, which will reactivate the suspended account immediately and the amount of Premium Features and Usage Rates will be invoiced in accordance with clause 6.7. If Customer does not enter its card payment details within 30 days after the end of the Free Trial period, the account will be terminated and Customer will not be charged.

7.7 Should Customer terminate the Free Trial within the Free Trial period it will not be billed for any usage as all features enabled within the Free Trial period are included within the Free Trial. Customer does not need to request a cancellation of the Free Trial as it will be automatically cancelled at the end of the Free Trial period.

7.8 Should Customer wish to make a complaint, please contact CircleLoop at support@circleloop.com.

8. Security

8.1 Customer shall not attempt to circumvent system security or access the source code of the Software or the Application of the Service.

8.2 Customer shall keep confidential any passwords or other security information relating to the Software or the Application of the Service.

8.3 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 Customer must immediately inform CircleLoop if there is any reason to believe that a user ID or password issued by CircleLoop 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 CircleLoop may suspend access to and any part of the Service if at any time:

1. there is an actual, suspected or likely to be a security breach or DDoS attack;

2. Customer fails to comply with CircleLoop’s instructions or requests in relation to security matters;

3. CircleLoop has reasonable grounds to believe that an event that would lead to immediate termination rights has occurred or is about to occur.

8.6 Should CircleLoop suspend access to and any part of the Service, it will remove the suspension and reactivate the Service as soon as reasonably practicable, subject to the issue giving rise to the suspension being satisfactorily resolved, determined at CircleLoop’s discretion.

8.7 CircleLoop may 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 Customer must either cancel the account through the Application process or by emailing cancellations@circleloop.com with formal confirmation of cancellation served in writing pursuant to clause 18.

9.2 During the Free Trial period, CircleLoop shall terminate the Agreement immediately upon receipt of Customer’s cancellation request.

9.3 If Customer is not in the Free Trial period and has a registered account, CircleLoop shall terminate the Agreement 7 days following receipt of written confirmation of cancellation. If Customer downgrades the Service during the month the downgrade will apply from the following month.

9.4 If Customer terminates the Agreement of its own choosing Customer will lose its Number(s) permanently unless it requests to port it out in accordance with clause 5.7.

9.5 On termination of the Service any balance due on termination will be invoiced and collected in accordance with clause 6.

9.6 CircleLoop may terminate this Agreement, without notice, if Customer is in breach of any part of this Agreement or subject to Insolvency Proceedings, although Customer’s 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 Limitation of Remedies and Liability: CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

10.1 Nothing in this Agreement shall operate to exclude or limit either party’s liability for death or personal injury caused by its negligence, fraud or any other liability which cannot be excluded or limited under applicable law.

10.2 CircleLoop shall not be liable to Customer or any third party for any indirect, incidental, 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, CircleLoop shall not be liable to 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 Customer accepts that CircleLoop 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 Customer puts the Service. However, CircleLoop reserve the right to remove any Customer Information or Third Party Information if it reasonably believes such information breaches any laws or regulations or any third party´s rights.

10.6 CircleLoop 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 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 CircleLoop in fulfilling its obligations under this Agreement or in connection with this Agreement, whether the Software, the Application or the Service or material is particular to Customer or not, and any other material provided to or made accessible to Customer by CircleLoop as a result of this Agreement ("Our Intellectual Property") are and shall remain CircleLoop’s sole property.

11.3 Customer grants CircleLoop a non-transferable, royalty free licence to use the Customer Intellectual Property for the purposes of performing its obligations under this Agreement.

11.4 CircleLoop grants Customer a non-transferable, non-exclusive, royalty free licence to use Our Intellectual Property for the purposes of receiving and using the Service for the term of this Agreement.

12. Third Party Transactions

12.1 Customer shall remain solely responsible for any transactions of any kind entered into between Customer or Users and any other third parties accessing or acting in reliance on the Service, or any information on the site. CircleLoop will not be a party to or in any way responsible for any transaction between Customer or Users and any other third party.

12.2 Customer agrees to indemnify and keep indemnified CircleLoop from any claim brought by a third party resulting or arising from Customer’s or User’s use of the Service, any breach of its obligations under clauses 3 of this Agreement by the Customer, CircleLoop’s 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 Customer to CircleLoop.

12.3 The indemnities at clause 12.2 includes all costs, expenses, damages, awards, fees (including reasonable legal fees) and judgments finally awarded against CircleLoop arising from any relevant claims. Furthermore, Customer agrees it will provide CircleLoop with notice of such claims, give CircleLoop full authority to defend, compromise or settle such claims and to give all reasonable assistance necessary to defend such claims, at Customer’s sole expense. CircleLoop agrees that any actions taken in respect of such claims will be taken in consultation with 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, Customer is the Controller and CircleLoop is the Processor of any Personal Data. CircleLoop Process Personal Data in accordance with the following scope, nature and purpose:

Nature and purpose of the processing of Personal Data	In order that CircleLoop can provide the Services to Customer in accordance with this Agreement.
Subject matter of the Processing of Personal Data	For provision of Services to Customer, as set out in this Agreement.
Duration of the Processing of Personal Data	The term of the contract with the Customer in accordance with this Agreement, until CircleLoop delete that data in accordance with this Agreement.
Categories of Personal Data being shared between CircleLoop and Customer	Data relating to individuals provided to CircleLoop by Customer or any person Customer authorises (or directs) to access or use the Services (or at Customer’s direction).
Types of Data Subject in respect of whom CircleLoop Process Personal Data	The Data Subjects in respect of whom use the Services and data is sent (or provided) to CircleLoop through those Services, by Customer, at Customer’s direction or with Customer’s 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 CircleLoop will:

1. Process Personal Data only on documented instructions from Customer, unless required to do so by Data Protection Legislation or any other applicable law to which CircleLoop is subject; in such a case, CircleLoop shall inform Customer of that legal requirement before Processing, unless that law prohibits CircleLoop to so inform Customer;

2. ensure that persons authorised by CircleLoop to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

3. take all measures required pursuant to Article 32 of the UK GDPR in respect of security of Processing;

4. subject to clause 13.4(i) and clause 13.5, not commission any subcontractor in respect of Processing Personal Data without Customer’s prior written consent (such consent not to be unreasonably withheld or delayed), and ensure that any such subcontractor CircleLoop commissions complies with the provisions of this clause 13 as if it was a party to this Agreement;

5. taking into account the nature of the Processing, assist Customer by putting in place appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Customer’s obligations to respond to requests for exercising the Data Subject's rights laid down in Data Protection Legislation, to the extent that such requests relate to this Agreement and CircleLoop’s obligations under it;

6. assist Customer in ensuring compliance with its obligations pursuant to Articles 32 to 36 of the UK GDPR taking into account the nature of Processing the Personal Data and the information available to CircleLoop;

7. at Customer’s option, delete (to the extent practicable) or return all the Personal Data to Customer after termination of this Agreement or otherwise on Customer’s request, and delete existing copies (to the extent practicable) unless applicable law requires CircleLoop’s ongoing storage of the Personal Data;

8. make available to Customer all information necessary to demonstrate CircleLoop’s compliance with this clause 13, and allow for and contribute to audits, including inspections, conducted by Customer or another auditor mandated by Customer; and

9. inform Customer immediately if, in CircleLoop’s opinion, an instruction from Customer infringes (or, if acted upon, might cause the infringement of) Data Protection Leglislation. Subject to clause 10.1, CircleLoop shall not have any liability in respect of any instruction from Customer that breaches (or causes a breach of) Data Protection Legislation to the extent that CircleLoop could not reasonably have been aware, or could not reasonably be expected to have been aware, that such instruction would breach (or cause a breach of) Data Protection Legislation.

13.5 Each party will notify the other party without undue delay if it becomes aware of a Personal Data Breach relating to either party’s obligations under this Agreement.

13.6 Customer shall undertake appropriate data protection impact assessments to ensure that Processing of Personal Data complies with Data Protection Legislation. CircleLoop will provide Customer with reasonable assistance, where necessary and upon Customer’s 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 UK GDPR.

13.8 Customer shall ensure that:

1. it is able to justify the Processing of Personal Data in accordance with Article 6(1) of the UK GDPR (including, where applicable, obtaining any and all consents of Data Subjects required in order to commence the Processing), and that Customer has recorded or documented this in accordance with the record keeping requirements of the UK GDPR;

2. where Personal Data falls within the Special Categories of Personal Data, Article 9(2) of the UK GDPR applies to that Personal Data before Processing takes place;

3. where Article 9(2) of the UK GDPR does not apply to any Personal Data falling within the Special Categories of Personal Data, no such data will be sent to CircleLoop; and

4. Customer has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to CircleLoop for the duration and purposes of this Agreement.

13.9 In the event that CircleLoop:

1. comply with Customer instructions in respect of Processing, CircleLoop shall not have any liability (subject to clause 10.1) for any damage caused by Processing that Personal Data, or for any consequences in the event that such Processing otherwise infringes Data Protection Legislation, to the extent that such damage or consequences result from CircleLoop’s compliance with such instructions; and/or

2. refuse to comply with Customer’s instructions in respect of Processing due to concerns that compliance will cause a breach of Data Protection Legislation, CircleLoop shall not have any liability (subject to clause 10.1) for any failure to follow such instructions.

13.10 Customer agrees to indemnify, and keep indemnified and defend at its own expense, CircleLoop, against all costs, claims, damages or expenses incurred by CircleLoop or for which CircleLoop may become liable, due to any failure by the Customer or its employees or agents to comply with this clause 13.

13.11 Customer authorises CircleLoop’s engagement of third parties as subcontractors for the purposes of Processing; in the event that CircleLoop contracts with such subcontractors in accordance with the requirements of Data Protection Legislation, Customer’s entry into this Agreement will constitute Customer’s prior written consent to that subcontracting by CircleLoop in respect of the relevant Processing. Information about the subcontractors that CircleLoop engage for Processing purposes can be found at www.circleloop.com/gdpr.

3.12 In the event that CircleLoop engage any new subcontractor for the purposes of Processing during the term of this Agreement, it will inform you at least 30 days in advance of the engagement commencing, together with relevant information relating to that subcontractor and its operations. Customer may object to that engagement by contacting CircleLoop, and, as Customer’s sole and exclusive remedy for such engagement, terminate this Agreement in accordance with clause 9.1.

13.13 Please see the Privacy and Cookies Policy which forms part of this Agreement and sets out how CircleLoop Processes any Personal Data as a Controller.

13.14 The parties may agree, at any time on not less than 30 days’ notice, to 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 a 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. Confidentiality

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 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 such time as the information is confidential in nature.

16. Offers

16.1 CircleLoop Amazon Offer

16.1.2 This offer is open to existing CircleLoop Customers based in the UK and Republic of Ireland who wish to refer potential new customers to CircleLoop via either the desktop or mobile application.

16.1.3 Customer must be an existing Customer (known as the referee) and use its unique referral code which can be accessed under Customer settings - earn £50.00 Amazon voucher and the customer (known as the Referred Customer) must sign up via this unique referral code in order for us to correctly track the signup.

16.1.4 A Referred Customer is defined as: a new customer of CircleLoop Unlimited or PAYG packages who has been billed twice correctly over two consecutive months and paid each bill fully.

16.1.5 Once the Referred Customer has been billed twice over two consecutive months and paid each bill fully, the £50.00 voucher can be claimed by the referee. CircleLoop will automatically contact the referee to send the voucher.

16.1.6 Limitations and Exclusions:

1. this offer is valid between 00.00am on 30 March 2022 and 11.59pm on 30 June 2022.

2. CircleLoop is available on desktop web application and mobile devices; the offer does not include telephones and any other equipment and does not include hardware available on the CircleLoop store (that is required for optimisation).

3. CircleLoop reserve the right not to apply the offer in the event it reasonably concludes the referral code is being abused. Examples of abuse include, without limitation; spamming the referral code across third party sites and emails, the referee holding itself out to be associated or affiliated with CircleLoop.

16.2 50% off Bronze and Silver numbers (VIP numbers)

16.2.1 This offer is available to existing CircleLoop Customers based in the UK and Republic of Ireland who upgrade to a Bronze or Silver VIP number between 00.00am on 1 July 2021 and 11.59pm on 31 August 2021.

16.2.2 50% off applies to Bronze or Silver VIP numbers as follows:

1. Bronze VIP number: £1.50 per month for the initial three months from the date of purchase, increasing to £3.00 per month on expiry of the initial three months.

2. Silver VIP number: £2.50 per month for the initial three months from the date of purchase, increasing to £5.00 per month on expiry of the initial three months.

16.2.3 Bronze or Silver number packages must be purchased for a minimum period of 12 months from date of purchase for offer to apply.

16.2.4 Porting restrictions will apply during the minimum 12 month period in accordance with clause 5.7 of these terms.

16.3 CircleLoop Three Months Free and 20% off Offer (Non-Profit Customers)

16.3.1 To be eligible for three months free the customer must be a New Customer in one of the following categories:

1. UK and Republic of Ireland based schools, colleges and universities.

2. UK and Republic of Ireland based health services or health providers that are not for profit organisations.

3. Registered UK and Republic of Ireland based charities and charity workers.

16.3.2 A New Customer in this offer is defined as: a new customer of CircleLoop Unlimited or PAYG packages who falls into one of the categories listed at 16.3.1(a) – 16.3.1(c).

16.3.3 Once the New Customer has signed up to CircleLoop Unlimited or PAYG packages they will be provided with 3 months free use of CircleLoop.

16.3.4 Existing CircleLoop Customers whom have previously claimed the 3 month free offer will be provided with an ongoing 20% off a CircleLoop account. Includes users, calls and numbers. Calls to UK ranges above £0.20p are not included.

16.3.5 An Existing CircleLoop Customer in this offer is defined as: an existing customer of CircleLoop Unlimited or PAYG packages who falls into one of the categories listed at 16.3.1(a) – 16.3.1(c).

16.3.6 Limitations and Exclusions:

1. Calls to UK ranges above £0.20p, International Numbers above 3p and SMS (4p) are not included.

2. Number porting of existing telephone numbers is excluded.

3. CircleLoop is available on desktop, web application and mobile devices; this offer does not include telephones and any other equipment and does not include hardware available on the CircleLoop store (that is required for optimisation).

16.4 CircleLoop 50% off for Offer (PPC)

16.4.1 To be eligible for 50% off the Customer must be a New Customer who has signed up and redeemed the offer after clicking on our online ad between 0.00am on 24 January 2022 and 11.59pm on 23 April 2022.

16.4.2 A New Customer in this offer is defined as: any Customer that registers for CircleLoop Unlimited or PAYG packages after clicking on our online ad and redeeming the 50% off offer.

16.4.3 Once the New Customer has signed up to CircleLoop Unlimited or PAYG packages, they will be provided with 50% off their CircleLoop account. Includes users, calls and numbers. Calls to UK ranges above 20p are not included.

16.4.4 Limitations and Exclusions:

1. Calls to UK ranges above 20p, International Numbers above 3p and SMS (4p) are not included.

2. Number Porting of existing telephone numbers is excluded.

3. CircleLoop is available on Desktop, Web Application and mobile devices; this offer does not include telephones and any other equipment and does not include hardware available on our store (that is required for optimisation).

17. Free Calls to Ukraine

17.1 This is offered to Customers based in the UK and Republic of Ireland, who are signed up to either the PAYG or Unlimited packages and where international calling has been explicitly enabled on the Customer’s account.

17.2 Limitations and Exclusions:

1. Applies to calls from UK or Republic of Ireland to Ukraine mobile and landline prefixes only. Premium rate numbers are excluded.

2. Customers on a Free Trial period are not eligible and will be unable to access international numbers.

3. Calls to Ukraine will be subject to our fair use policy and CircleLoop reserves the right to charge Customers if we reasonably conclude the offer is being abused. Examples of abuse include, without limitation; calls in excess of fair use (to be determined at our discretion) and calls in excess of volume limits, fraudulent use. CircleLoop reserves the right to suspend or terminate the service without notice in the event of excessive use, suspected or actual unlawful or fraudulent use.

18. Notices

A notice given under this Agreement:

18.1. shall be in writing in the English language (or be accompanied by a properly prepared translation into English);

18.2 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.

18.3 Any notice given under this clause 18 shall be deemed to have been received:

1. if by email, on receipt of the email subject to receipt of formal written confirmation in due course; or

2. on the date of delivery if delivered by hand prior to 5.00pm on a Business Day, otherwise on the next Business Day following the date of delivery; or

3. on the second Business Day from and including the day of posting in the case of pre-paid first class post.

19. Assignment

19.1 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 CircleLoop’s prior written consent.

19.2 Contravention of this restriction in any way, whether successful or not will entitle CircleLoop to terminate the Service and/or the Agreement immediately.

19.3 CircleLoop may assign or transfer its rights and/or obligations under this Agreement by written notice to Customer.

20. Entire Agreement

20.1 This Agreement and the Privacy Policy sets out the entire agreement and understanding between the parties, it supersedes any previous agreement between them in relation to the subject matter of this Agreement and no agreements, promises, assurances, warranties, undertakings, representations, statements or inducements, oral or written, not contained herein shall bind either party.

20.2 Customer acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement

20.3 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.

20.4 Customer may not vary this Agreement without CircleLoop’s written consent.

20.5 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.

20.6 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.

20.7 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.

20.8 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.

20.9 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 16 September 2022