Comms Circle Mobile Manager Terms & Conditions and Service Schedule for Mobile Network Services
“Barring” means the act of barring the Customer from making or receiving certain services on the Equipment.
“Company” means Comms Circle Limited, Mirror Works, 12 Marshgate Lane, London, E15 2NH. Registered in England & Wales, Company number: 12398963.
“Contract” means this agreement between the Customer and the Company for the provision of the Mobile Network Services incorporating these Conditions, the Order Form and any other document incorporated by reference into the Contract. “Customer” means the person, firm or company specified on the Order Form and any other person appearing to act within that
person’s, firm’s or company’s authority and includes where relevant the Customer’s permitted assigns.
“Emergency Maintenance” means any maintenance, other than Scheduled Maintenance, carried out by the Company, as described in the Company’s Service Agreement
“End User” means a user of the Mobile Network Services. “Equipment” means the approved device and SIM Card connected to the System.
“eSIM” means eUICC technology that can be embedded into devices or delivered as a traditional removeable SIM
“General Conditions” means the general conditions of entitlement set by OFCOM, in accordance with section 45 of the Communications Act 2003, as may be amended, modified or replaced from time to time; “Incident” means a failure of the applicable Service to materially comply with the terms of this Agreement.
“Network” means network infrastructure 100% under the control of the Company.
“Maintenance Events” means either “Emergency Maintenance” or “Scheduled Maintenance” events.
“Mobile Manager” means the Company’s, online, SIM Management Portal.
“Mobile Network Services” means the provision of airtime, SMS, MMS and/or mobile data, together with any other services identified in this Contract, by means of the Systems offered by the Company. “MVNO” means Mobile Virtual Network Operator
“Normal Business Hours” means 9.00am to 5.30pm on any Business Day.
“Party” means the Company or the Customer, and “Parties” shall refer to both of them.
“POPs” means Points of Presence
“Relevant Laws” means any statute, regulation, bylaw, ordinance or subordinate legislation which is in force for the time being to which a party is subject; the common law as applicable to the parties (or any one of them); any binding court order, judgment or decree applicable to the parties (or any one of them); and any applicable industry code, policy, guidance, standard or accreditation terms (i) enforceable by law which is in force for the time being, and/or (ii) stipulated by any regulatory authority to which a party is subject, in each case, for the time being;
“Service Operator” means any mobile network operator.
“Service Agreement” means the agreement between the Customer and the Company that governs the purchase of all products and services by the Customer from the Company
“Scheduled Maintenance” means any scheduled maintenance carried out by The Company, as described in Schedule 2.
“Service Level” means the target performance levels of the defined measures of the “Mobile Network Services” as set out in this Service Schedule.
“Software” means intangible property of the Company consisting of mathematical codes, programmes, and routines, that control the functioning and operation of a computer’s hardware.
“System” means the public telecommunications systems that the Company makes available to the Customer.
“Third-Party Service Providers” means suppliers to, or contractors of, the Company, not owned or operated by the Company
CONNECTION TO THE SYSTEM AND PROVISION OF THE MOBILE NETWORK SERVICE
- Subject to these Terms and Conditions, the Company will connect and maintain the connection of the Equipment to the System and, subject to the geographical coverage of the System from time to time and any other limiting factors not under the Company’s control, the Company will use its reasonable endeavors to make the Mobile Network Services available to the Customer throughout the term of this
- The Company shall be entitled, at its absolute discretion to transfer the Customer to another Service Operator, provided
that the transfer does not result in the Customer incurring any additional costs. Wherever practicable, fourteen (14) days written notice shall be given by the Company of such changes prior to their being made.
- The Customer recognises and acknowledges that the Mobile Network Services depend on the availability of the Systems, which may from time to time, by their very nature, be adversely affected by physical features, atmospheric conditions and other causes of interference and that accordingly the Systems may fail or require maintenance without
- The Company bears no liability to the Customer whatsoever in connection with any services provided by an overseas network, third party provider or premium rate
2. OBLIGATIONS OF THE CUSTOMER
- The Customer acknowledges that the System is operated under license and by agreement with the Service Operators and that the provisions of the said licenses and agreements apply to the use of the Mobile Network Service by the Customer. The Customer hereby undertakes:
- not to use or permit the use of the System for (a) any unlawful, immoral or improper purpose including without limitation the use of unlawful or unauthorised SIM gateways, (b) any purpose not recommended by the Equipment manufacturer, or (c) any other purpose as notified by the Service Operators or the Company from time to time;
- to comply with any reasonable instructions issued by the Company relating to the System, the Equipment or the Mobile Network Service and to use only Equipment approved by the Service Operators and the British Approvals Board of Telecommunications;
- not to reverse, or permit anyone else to reverse, the charges on any telephone call;
- not to act, or omit to act, in any way which may injure or damage any persons, property or the System or cause the quality of the Mobile Network Service to be impaired;
- not to directly or indirectly be involved, or knowingly, recklessly or negligently permit any other person to be involved, in any fraud, illegal or immoral activity in connection with the Customer’s use of the Mobile Network Services and shall notify the Company immediately upon becoming aware of any such activity.
- The Customer will promptly advise the Company, by phone and in writing in the event of loss or theft of the
- The Customer acknowledges that the Company will accept, and act on behalf of, any instruction received from the Customer, and accept and rely on any additional orders placed with the Company, regardless of authority and/or position, unless levels of authorisation have been pre- advised to the Company in writing in accordance with the Customer’s bespoke ordering
- Portability and migration requests of mobile numbers do not relieve the Customer from any contractual obligations to pay any of the Charges (including without limitation any early termination charges) due under this
- The Customer agrees not to contravene the General Conditions or any other relevant regulations or licences granted thereunder and otherwise not to contravene, and not by any act or omission or use of the Services, cause the Company to contravene, any Relevant Laws or General Conditions.
3. FRAUD AND SECURITY
- The Customer must ensure that usernames, passwords and/or PINs used by it and/or its personnel and/or users in connection with the Equipment and/or Mobile Network Services are kept confidential and are only used by authorised users. The Customer will inform the Company immediately if the Customer knows or suspects (or ought reasonably to know or suspect) that a username, password or PIN has been disclosed to an unauthorised user or is being used in an unauthorised way. The Customer will not change or attempt to change a username without the Company’s written consent.
- The Company reserves the right (at the Company’s sole discretion):
- to suspend usernames and password access to the Mobile Network Services if at any time the Company thinks that there has been or is likely to be a breach of security; and
- to ask the Customer to (in which case, the Customer shall) change any or all of the passwords the Customer’s uses in connection with the Mobile Network
- The Customer will inform the Company immediately of any subsequent changes to the information the Customer supplies to the Company in connection with the
- The Customer accepts and acknowledges that the Mobile Network Services are not guaranteed to be secure and the Company does not guarantee the prevention or detection of any unauthorised attempts to access the Mobile Network Services.
- The Customer acknowledges that the Company has no control of a Customer’s equipment configuration, voice mail security or other feature services
- The Company shall not be responsible for Charges or other charges resulting from fraudulent and/or unauthorised use of the Equipment or Mobile Network Services by the Customer, its End Users or any third parties (who are not employees of the Company) and the Customer agrees to pay all additional charges related to such fraudulent and/or unauthorised use. The Customer is therefore urged to verify with their equipment provider that all necessary steps to combat fraudulent and/or unauthorised use have been
- Any assistance given by the Company in relation to fraudulent and/or authorised use by the Customer or third parties (or the prevention of such use) will be on an endeavours basis only and no liability can be accepted by the Company for any loss sustained by the Customer via fraudulent and/or unauthorised means that are beyond the Company’s reasonable control (save for any fraud and/or authorised use by an employee of the Company acting in that capacity).
4. SERVICE SCHEDULE
- Provide support for the Customer dealing with End-User faults via a ticket-based software system or telephone requests. It is accepted that the service level associated with a support case will depend on the severity of the issue:
- Priority 1 (“P1”) cases are defined as a total loss of service or a service degraded beyond usable limits for all End-Users resulting from a single
These cases should be responded to within 1 working hour or 2 clock hours and worked on immediately through to resolution. The Customer agrees that Priority 1 cases will always be notified via the agreed support email address and by telephone to the Company
- Priority 2 (“P2”) cases are defined a total loss of service or a service degraded beyond usable limits for 10% of End-Users (by volume of active connections) resulting from a single event. These cases should be responded to within 2 working hours or 12 clock hours and worked on immediately through to resolution. The Customer agrees that Priority 1 cases will always be notified via the agreed support email address and by telephone to the Company
- Priority 3 (“P3”) cases are defined as a total loss of service or a service degraded beyond usable limits on a single SIM. These cases should be responded to within 1 working day and worked on in order of priority and in order of
- Priority 4 (“P4”) cases are defined as any support case that does not pass the test to be categorised as P1, P2 or P3. These cases should be responded to within 1 working day and worked on in order or priority and in order of
- It is agreed, where issues are outside of the Company’s control, the Company cannot make any guarantees with regard to resolution times
- The Customer agrees that support cases can only be raised by the Customer’s approved employees.
- The Helpdesk will be available to receive calls for English language Telephone Support Monday to Friday from 8am to 6:00pm.
- The Company will provide an escalation process where an Incident is understood as a clear request for the support of a higher technical or management level in order to clear the Incident. If the Incident is considered to be not progressing in a satisfactory manner or if it is foreseen that the targeted time to repair will not be met, either Party may escalate the Incident in accordance with the
- Scheduled and Emergency Maintenance
- From time to time the Company may interrupt the Service to maintain, update or enhance software Equipment or other aspects of the Service and/or the Network (“Maintenance Events”). The Company will, where possible, give the Customer a minimum of 5 Business Days advance notice of such events, and where possible will schedule Maintenance Events so as to cause minimum interruption of the Service. For the avoidance of doubt, it may not be possible to give such notice where interruption to the Service is necessary to deal with Incidents occurring in connection with the
- From time to time The Company may interrupt the Service to carry out emergency maintenance to the Network in order to maintain appropriate levels of service quality and to provide where possible minimum impact to the
- The Company shall use reasonable endeavors to ensure that:
- scheduled Maintenance Events will not exceed 3 hours in any calendar month;
- emergency Maintenance Events will not exceed 3 hours in any calendar month.
- The Customer accepts that it may not be possible for the Company to provide the Customer with advanced notification of emergency Maintenance Events.
- Any Maintenance Events which occur during Normal Business Hours, and which were not requested by the Customer, shall be considered downtime for the purpose of service availability
- Network Performance
- Packet Loss
- The Company’s packet success goal is based on the successful delivery of packets through the Network. Unsuccessful packets are deemed to be those dropped due to transmission errors or router overload.
- The Company’s packet success target Service Level is successful delivery of packets will meet or exceed 99% between the Network POPs and associated Service Provider POPs
- The measurement consists of 50 100-byte pings sent every 15 minutes. A daily average will be calculated using these 96 samples. The daily measurements will be averaged to calculate a monthly
- The Company’s Latency target Service Level is based on an average round-trip transmission between the Network POPs and the associated Service Provider POPs. Latency shall be measured by the Company averaging sample measurements taken during a calendar month between such backbone POPs.
- Latency of 50ms or less – The measurement consists of 50 100-byte pings sent every 15 minutes. A daily average will be calculated using these 96 samples. The daily measurements will be averaged to calculate a monthly
5. eSIM SERVICE LEVELS
- The Company aims to offer the Services continuous and fault free. However, the suspension of the Services will be possible, for reasons that fall outside the responsibility of the Customer, in the following situations:
- the Services are being updated, under maintenance, improved and/or altered;
- the Services are being repaired after a malfunction, fault or damage;
- the Third-Party Service Providers are suspending the services supplied to the Company;
- any government body, authority or regulatory organism requires the suspension of the Services;
- an emergency arises or the Company has to take any other action that it reasonably considers necessary as a prudent provider of the Services;
- the Company deals with an actual or suspected security breach, virus and/or any
- Any suspension of the Services will be done in a way that minimizes the downtime and, where possible, will be carried out at a suitable time in order to affect as little as possible the rights of the
- Whenever possible, a notice to the Customer will be sent twenty-four (24) hours prior to any suspension of the Services.
- The Customer has an overall service availability of 99.9% and is measured annually, with the exception of the suspension of Services that have been previously notified to the
- The Company may at any time immediately suspend all or part of the services it provides until further notice without incurring any liability:
- if it is obliged to comply with an order, instruction or request of Government, or emergency services organisation, or other competent administrative authority;
- it needs to carry out work related to exceptional upgrading or maintenance of its facilities where those facilities must cease operation at or about the time;
- in order to prevent damage or degradation of the Company’s contracting party’s network integrity which may be caused by whichever reason;
- for a violation of the Company’s acceptable use policy or for other behaviour that in the Company’s reasonable discretion may be deemed to be illegal;
- in order to protect the Company, at its sole discretion, from legal liability which relates to a breach of obligation and/or warranties by the Customer; or
- in case of notifications or signs of fraud or abuse of service.
- TERMINATION AND SUSPENSION OF THE MOBILE NETWORK SERVICES
- The Company shall be entitled to suspend the Mobile Network Service without liability upon the occurrence of any of the following events:
- if the Customer does, or allows to be done, anything which in the Service Operator’s or the Company’s reasonable opinion may have the effect of jeopardising the operation of the Mobile Network Service;
- if the Customer permits the use of the Mobile Network Service or uses the Mobile Network Service for illegal purposes including the use of illegal or unauthorised Gateways (or the Service Operator or the Company believes the same).
- Termination, suspension, disconnection or Barring under this condition 11 shall be without prejudice to the Company’s rights accrued up to and beyond the date of termination, suspension, disconnection or
- After disconnection, suspension or Barring of the Equipment from the System and/or consequent upon the termination of this Contract, the Customer shall pay on demand all Charges outstanding at the time of disconnection, suspension or Barring including any reasonable disconnection or Barring fee that the Company may wish to charge in its sole discretion. Should the Company elect to disconnect and/or reconnect the Equipment from or to the System, then the Company having regard to the circumstances at the time of disconnection or reconnection may elect to charge a fee of up to £30.00 per SIM card for such disconnection or reconnection.
- Should termination take place part way through a month, no credit will be given for the post termination part of the month’s access Charge(s).
- The Customer will remain liable for all Charges incurred prior to termination regardless of when they are
- The Company reserves the right to pass on to The Customer on a cost-plus basis (adding 15%) any charges levied by the Service Provider to which it is exposed as a result of the Customer and/or its End-Users’
- The Customer shall pay any and all charges relating to any artificially inflated traffic (including, but not limited to, the use of unauthorised gateways or devices that result in disproportionately high levels of voice, SMS or data consumption) regardless of the existence of an “unlimited” voice, SMS or data
- Where the Company provides Software to the Customer to enable the Customer to use the Mobile Network Services, the Company will grant the Customer a non-exclusive, non- transferable licence to use the Software solely for the term and purposes of the Service Agreement (and to extent necessary to use the relevant Mobile Network Services).
- Except as permitted by applicable law or as expressly permitted under the Contract the Customer shall not de- compile reverse-engineer or modify the Software, or copy the relevant manuals or documentation.
- The Company will do everything possible to optimise the reliability and performance of the Software however, the Company bears no liability to the Customer for the failure or unavailability of the Software. Where the Software is being used by the Customer to place orders, bar SIM use, cease SIMs, add bolt-ons or restrict over-use, it is the responsibility of the Customer to check that the required action has been executed. The Company bears no responsibility for actions not executed by the Software and the date of execution is that given by the Company. This may not necessarily be the same date that the request is submitted by the
- Usage reports are provided on a ‘best-efforts’ basis and the timeliness and availability of usage data is not It is the responsibility of the Customer to measure usage themselves and establish alerts outside of the Software to limit their exposure to over-usage, should they so wish.