Terms & Conditions

1. Definitions

In these Conditions, the following definitions apply:

Bribery Act: means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption.

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

Carrier: the relevant third-party telecommunications operator or network service provider.

Charges: the applicable charges payable by the Customer for the supply of any Services and/or Equipment in accordance with clause 10.

Commencement Date: the date on which the Contract becomes effective and Comms Circle shall start to provide the Service which shall mean in the case of:

• (a) Maintenance Services the Installation Date or where Comms Circle has not contracted with the client to install Equipment in connection with the Maintenance Services the date specified as the Commencement Date for the Maintenance Services;
• (b) Fixed Network Services the Handover Date in respect of those Fixed Network Services;
• (c) Data Services the relevant Handover Date in respect of those Data Services;
• (d) Mobile Services the Handover Date in respect of those Mobile Services;
• (e) CUSTOMER SERVICE AGREEMENT Services, the date the Order Form is signed unless specified otherwise on the Order Form.

Conditions: these terms and conditions as amended from time to time.

Connection Date: in the case of the provision of Data Services the date when the Carrier starts providing the Data Services to the Customer on behalf of Comms Circle.

Contract: Refer to the Services being provided by Comms Circle a:

• (a) Data Services Contract;
• (b) Fixed Network Services Contract;
• (c) IT Support Services Contract;
• (d) Maintenance Services Contract;
• (e) Mobile Services Contract; Or
• (f) CUSTOMER SERVICE AGREEMENT Services Contract

Contract Date: the date on which a Contract between the Customer and Comms Circle is formed and comes into existence as determined pursuant to the provisions of clause 2.2.

CUSTOMER SERVICE AGREEMENT Services: security awareness testing and training, General Data Protection Regulations training and managed policy acknowledgment services.

CUSTOMER SERVICE AGREEMENT Services Contract: where applicable, the contract between Comms Circle and the Customer for the supply of CUSTOMER SERVICE AGREEMENT Services and/or Equipment related to such services, comprised of (in order of precedence) the Order Form, any Service Specific Conditions, the Price Guide and these Conditions.

Customer: the person or firm specified as such in the Order Form who contracts to purchase Services from Comms Circle.

Customer Default: has the meaning given to it in clause 9.3.

Data Protection Laws: all applicable data protection and privacy legislation and regulations in force from time to time (for so long as and to the extent that they apply to Comms Circle) including, where applicable, the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679 (GDPR) and any amendment or replacement to it (including any corresponding or equivalent national law or regulation that implements the GDPR), the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and any laws of the European Union relating to data protection and privacy

Data Services: The data services to be provided by Comms Circle to the Customer as described in the Order, together with such other data services that Comms Circle agrees to supply to the Customer from time to time.

Data Services Contract: where applicable, the contract between Comms Circle and the Customer for the supply of Data Services and/or Equipment related to such services, comprised of (in order of precedence) the Order Form, any Service Specific Conditions, the Price Guide and these Conditions.

Delivery: has the meaning given to in clause 4.2.

Equipment: the equipment as set out in the Order Form.

Estimated Installation Date: The date on which Comms Circle estimates that the Equipment will be installed, as advised by Comms Circle to the Customer.

Ethernet SLA: the service level agreement for ethernet services (available on request) as amended from time to time.

Extended Term: in relation to:

• (a) a Fixed Network Services Contract has the meaning given to it in clause 5.3;
• (b) a Data Services Contract has the meaning given to it in clause 6.3;
• (c) a Maintenance Services Contract has the meaning given to it in clause 4.6;
• (d) a Mobile Services Contract has the meaning given to it in clause 8.3;

Fair Use Policy: Comms Circle’ Fair Use Policy (available at Fair Usage and Customer Protection Policy | Comms Circle Group) as amended from time to time.

Fixed Network Services: the voice services to be provided by Comms Circle to the Customer as specified in the Order.

Fixed Network Services Contract: where applicable, the contract between Comms Circle and the Customer for the supply of Fixed Network Services and/or Equipment related to such services comprised of (in order of precedence) the Order Form, any Service Specific Conditions, the Price Guide and these Conditions.

Comms Circle: "we," or "our" pertains to Comms Circle Limited, with its registered office located at Mirror Works, 12 Marshgate Lane, London, E15 2NH," with registered company number 12398963, and any mention of "us," "we," or "our," refers to Comms Circle.

Handover Date: In the case of the provision of Fixed Network Services the date when the Fixed Network Services are available for use by the Customer with Comms Circle as the supplier of the Fixed Network Services.

• In the case of Data Services, the date when the Data Services are available for use by the Customer with Comms Circle as the supplier of the Data Services.
• In the case of Mobile Services, the date when the Mobile Services are available for use by the Customer with Comms Circle as the supplier of the Mobile Services.

Hosted Sub Licence: a sub licence granted by Comms Circle to the Customer for a hosted product for use in connection with Fixed Network Services.

Installation Date: the date on which the Equipment is installed.

Installation Services: the services relating to the installation by Comms Circle (or its duly authorised agents) of the Equipment (where applicable).

Maintenance Services: the maintenance services to be provided by Comms Circle to the Customer as described in the Order, together with such other maintenance services that Comms Circle agrees to supply to the Customer from time to time.

Maintenance Services Contract: where applicable, the contract between Comms Circle and the Customer for the provision of Maintenance Services shall consist of, in order of precedence, the Order Form, any Service- Specific Conditions, the Price Guide, and these Terms and Conditions.

Minimum Term: Unless otherwise specified in the Service Specific Conditions section of the Order Form, the minimum contract term applicable to the CUSTOMER SERVICE AGREEMENT Services, Maintenance Services, Fixed Network Services, Data Services and/or Mobile Services, as the case may be, shall be a period of five (5) years commencing on the Commencement Date.

Mobile Services: the mobile services to be provided by Comms Circle to the Customer as specified in the Order.

Mobile Services Contract: where applicable, the contract between Comms Circle and the Customer for the supply of Mobile Services and/or Equipment related to such services, comprised of (in order of precedence) the Order Form, any Service Specific Conditions, the Price Guide and these Conditions.

OFCOM: the Office of Communications or any equivalent successor body.

Order: the Customer’s order for Services as set out in the Order Form; such Order being subject to these Conditions.

Order Form: the document which sets out amongst other things the Services which the Customer would like Comms Circle to provide to it and certain details in respect thereof including when read in conjunction with these Conditions the basis on which the charges for providing

Price Guide: The price guide as set out on the Comms Circle website (available at Comms Circle-standard- tariffs.pdf (this is www.commscircle.co.uk) and as may be varied in the Notes Section of the Order Form, and as amended or notified to the Customer from time to time.

Services: The services to be supplied by Comms Circle to the Customer being any or all of the Installation Services, Maintenance Services, Fixed Network Services, Data Services, CUSTOMER SERVICE AGREEMENT Services and Mobile Services, as the case may be, and Service shall be construed accordingly.

Service Specific Conditions: Any policies, terms or procedures that apply to and shall be incorporated into the Contract, including (without limitation) the Standard Service Definition, Customer Transfer Preference Policy and Fair Use Policy and such other policies, terms or procedures as specified in the notes section of the Order Form.

Site: The Customer’s place of business as specified in the Order Form where any Services are to be provided or carried out and/or (where applicable) Equipment is to be delivered and any Installation is to take place, as specified in the Order Form.

Small Business Customer: A Customer, including not-for-profit entities, who is not a communications provider and for which no more than 10 individuals work (whether as employees, volunteers (except in relation to not- for-profit entities) or otherwise).

Specification: The description or specification of the relevant Services and/or Equipment provided in writing by Comms Circle to the Customer as set out in the Order Form.

VOIP: Voice Over Internet Protocol being the use of the internet as the transmission medium for telephone calls by digital means.

1.2 Construction. In these Conditions, the following rules apply:

• (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
• (b) a reference to a party includes its personal representatives, successors or permitted assigns;
• (c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute
• (d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
• (e) a reference to writing or written includes e-mails but excludes faxes.

2. BASIS OF CONTRACT

2.1 The sending of the Order Form by Comms Circle to the Customer constitutes an offer by Comms Circle to the Customer to provide services and/or Equipment in accordance with these conditions, the Order and any service specific conditions (“the Offer”). The Offer may be withdrawn at any point by Comms Circle prior to it being accepted by the Customer.

2.2 The offer shall be accepted and the Contract shall be formed and come into existence at the point when Comms Circle receives the Order Form, electronically, duly signed by or on behalf of the Customer at which point and on which date the Contract shall come into existence (subject where applicable to clauses 4.1, 5.6 and 6.6).

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Comms Circle which is not set out in the Order Form, the Service Specific Conditions or the terms (or incorporated by reference in any of them).

2.4 Any samples, drawings, descriptive matter or advertising issued by Comms Circle, and any descriptions or illustrations contained in Comms Circle’ catalogues or brochures, are issued or published for the sole purpose

of giving an approximate idea of the services described in them. They shall not form part of the Contract nor have any contractual force.

2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. In the event of any conflict between these Conditions and any Service Specific Conditions, the Service Specific Conditions shall prevail. In the event of any conflict between these Conditions, any Service Specific Conditions and the Order Form, the Order Form will prevail in relation to that Service.

2.6 Any quotation given by Comms Circle shall not constitute an offer and is only valid for a period of 30 Business Days from its date of issue.

2.7 The Customer warrants to Comms Circle that it is entering into the Contract for the purpose of its business, trade or profession and not as a consumer.

2.8 Except for Installation Services that shall form part of the relevant Contract, each order for Mobile Services, Maintenance Services, CUSTOMER SERVICE AGREEMENT Services, Data Services or Fixed Network Services shall be deemed to be a separate Contract (irrespective of whether more than one or all of them are included on the same Order Form).

2.9 To the extent that there is any failure or delay by Comms Circle to supply one of the Services, that shall not entitle the Customer to terminate the Contract for the supply of any other Service or Services as the case may be (if any).

3. SUPPLY OF SERVICES

3.1 Comms Circle shall supply the Services to the Customer in accordance with the Contract in all material respects.

3.2 Comms Circle shall use all reasonable endeavours to deliver any Services on or by any date or dates specified in the Order Form, but any such dates shall be estimates or for guidance only and time shall not be of the essence for the performance of the Services.

3.3 Comms Circle shall have the right to make any changes to any Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the relevant Services. Comms Circle shall notify the Customer of any such change.

3.4 Comms Circle warrants to the Customer that the relevant Services will be provided using reasonable care and skill, subject to clauses 4, 5, 6 and of these Conditions.

4. TERMS APPLICABLE TO EQUIPMENT, INSTALLATION SERVICES AND MAINTENANCE SERVICES

4.1 Any Order for Equipment is conditional on the availability of such Equipment prior to the Estimated Installation Date. Comms Circle shall use reasonable endeavours to deliver the Equipment and supply the Installation Services with reasonable care and skill in accordance with the estimated period for delivery and installation. Installation within such period is not guaranteed and time shall not be of the essence.

4.2 Delivery of Equipment shall be deemed to take place when the relevant Equipment arrives at the Customer’s Site (prior to unloading or unpacking) as specified in the Order (Delivery) (and Delivered shall be construed accordingly). In relation to Delivery of any Equipment:

• (a) the Customer shall be responsible for checking that all details specified in the Order are correct;
• (b) if the Customer fails to take Delivery of any Equipment within 10 Business Days of Comms Circle notifying the Customer that the Equipment is capable of being delivered, the Equipment shall be deemed to have been Delivered in accordance with the Contract and the Equipment shall be at the risk of the Customer and thereafter clause 4.3 shall apply to the Equipment;
• (c) if any Equipment is to be Delivered in instalments, any delay in the Delivery of one instalment shall not entitle the Customer to reject the other instalments or to terminate the Contract; and
• (d) the risk in any Equipment shall pass to the Customer on Delivery (or deemed Delivery in accordance with clause 4.2(b)) and the Customer shall be responsible for insuring the Equipment from that time.

4.3 Notwithstanding clause 4.2(d), ownership of any Equipment contracted to be purchased by the Customer shall not pass to the Customer until such time as the Customer has paid to Comms Circle all sums due for the Equipment and the Installation Services. Unless and until ownership of the Equipment passes to the Customer (if at all), the Customer shall:

• (a) not remove, deface or obscure any identifying mark on or relating to the Equipment;
• (b) maintain (except where Comms Circle is also at the time supplying Maintenance Services) the Equipment in satisfactory condition and insure it against all risks for its full price from the date of Delivery or deemed Delivery;
• (c) not lease, charge or otherwise encumber the Equipment;
• (d) not remove the Equipment from the Site without Comms Circle’ prior written consent;

4.4 Save where Equipment has been purchased or is free of charge (which, for the avoidance of doubt, does not include Equipment that is free to hire) the Customer shall:

• (a) deliver the Equipment at the Customer’s cost to Comms Circle immediately on request at the end of the agreement or hire agreement (if any); and
• (b) permit Comms Circle or its agents to enter any premises of the Customer or of any third party where the Equipment is located in order to recover it.

4.5 Save where Equipment has been purchased or is free of charge (which, for the avoidance of doubt, does not include Equipment that is free to hire) if the Customer is in breach of the Contract the Customer shall return the Equipment at the Customer’s cost to Comms Circle immediately on request and permit Comms Circle or its agents to enter any premises of the Customer or of any third party where the Equipment is located in order to recover it.

4.6 Subject to clause 2.2, supply of the Maintenance Services shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter the Maintenance Services Contract shall automatically extend for 12 months (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. A party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term, to terminate the Maintenance Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.

4.7 Not used

4.8 The Maintenance Services shall only be supplied by Comms Circle in relation to the Equipment and to any other equipment agreed by Comms Circle in writing from time to time. Unless agreed otherwise in writing by Comms Circle, Comms Circle shall supply the Maintenance Services in accordance with the Standard Service Definition as amended from time to time.

4.9 The Maintenance Services shall not include or be deemed to include repair or maintenance to:

• (a) equipment that is faulty or has failed due (in whole or in part) to or caused by:
• (i) fair wear and tear;
• (ii) the Customer’s (including its agents or workers) acts, operating errors, omissions or default;
• (iii) failure in air-conditioning or fluctuations in electrical power;
• (iv) any failure of equipment or software attached to or integrated to the Equipment where such equipment or software was not supplied by Comms Circle;
• (v) vandalism, fire, theft, water or lightning;
• (vi) any defect or error in software loaded on to the Equipment;
• (vii) any defect or fault in connection with services supplied to Comms Circle by any Carrier;
• (viii) failure by the Customer (including its agents or workers) to adequately maintain any Equipment or operate it in accordance with the manufacturer’s specifications, guidelines or recommendations; or
• (ix) any attempt by the Customer or any third party other than Comms Circle or its duly authorised agents to repair, reconfigure, re-program or otherwise alter the Equipment or any equipment or cabling attached to it.

4.10 In the event that Comms Circle carries out Maintenance Services to any Equipment which has, in its reasonable opinion failed or become faulty due (wholly or partially) to any of the circumstances described in clause 4.9, Comms Circle shall be entitled to charge additional fees for such services calculated in accordance with clause 10.5.

4.11 In carrying out the Maintenance Services Comms Circle shall not (subject to clause 15) be liable for the loss of any data or information stored on the Equipment or any other equipment that may be affected by the carrying out of the Maintenance Services and the Customer shall ensure that appropriate backups of all data and information are maintained.

4.12 In rectifying any fault to Equipment it may be necessary for Comms Circle to reset the Equipment’s software. In such cases, Comms Circle shall not be responsible for resetting or reloading equipment programming and user profiles.

4.13 The Maintenance Services are limited to the provision and repair of the Equipment by Comms Circle on a like for like basis, which may include Comms Circle supplying reconditioned parts for Equipment and reconditioned Equipment. Any Equipment that is removed or replaced and any parts that are removed or installed in Equipment in the carrying out of the Maintenance Services shall become or shall remain (as the case may be) the property of Comms Circle.

4.14 Subject to clause 15, Comms Circle shall not be liable for any delay in the performance of the Maintenance Services where such delay is attributable to no or poor or delayed availability of spare parts for any item of Equipment.

4.15 If the Customer terminates a Contract (in whole or in part) for Maintenance Services before the end of any applicable Minimum Term or Extended Term, the Customer shall pay to Comms Circle all charges that would have accrued during the period from the expiry of the Customer’s notice to terminate (or where no notice is given the date of indication by the Customer of an intention to no longer be bound by the Contract (in whole or in part)) to the end of the Minimum Term or Extended Term (as the case may be).

4.16 Where the Customer and Comms Circle have agreed for maintenance support to be provided by a third party (“Third Party Maintenance”), in the event the Customer requires the support of such Third-Party Maintenance, the Customer may first contact Comms Circle who shall provide first line support in respect of that Third-Party Maintenance, and thereafter the Customer shall receive the Third-Party Maintenance directly.

5. TERMS APPLICABLE TO FIXED NETWORK SERVICES

5.1 Subject to clause 2.2 and clause 5.6, the supply of the Fixed Network Services shall commence on the Commencement Date and shall continue for the Minimum Term and any additional period as set out under clauses 5.3 and 5.5.

5.2 If the Commencement Date for the provision of Fixed Network Services has not occurred prior to the first anniversary of the Contract Date for the Fixed Network Services then the Contract in respect thereof shall be deemed to have terminated unless otherwise agreed between Comms Circle and the Customer. The rights of the parties that have accrued prior to such termination shall not be affected by such termination.

5.3 Subject to clause 5.5, the Fixed Network Services Contract shall automatically extend for 12 months (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. A party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term to terminate the Fixed Network Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.

5.4 Where the Customer is a Small Business Customer, the Fixed Network Services Contract shall continue following the end of the Minimum Term unless or until the Customer terminates by giving not less than 30 days’ notice in writing to Comms Circle, such notice to expire no earlier than the end of the Minimum Term.

5.5 The provision of any Fixed Network Services by Comms Circle under a Fixed Network Services Contract is conditional on:

• (a) Comms Circle carrying out such surveys as it deems necessary to satisfy itself that it is possible for it to supply the Fixed Network Services;
• (b) the installation of the lines over which the Fixed Network Services are to be provided and such lines being fully operational; and
• (c) the Customer providing to Comms Circle to its satisfaction accurate information and data to enable Comms Circle to calculate the Charges and to carry out a site survey.

5.6 Comms Circle warrants to the Customer that Fixed Network Services will be provided using reasonable care and skill. The Customer agrees that Comms Circle cannot guarantee that the Fixed Network Services will work without interruption and will be fault or error free. Any interruption, fault or error with the Fixed Network Services must be notified to Comms Circle in accordance with clause 5.7.

5.7 The Customer shall notify Comms Circle of any interruption, fault or error with the Fixed Network Services in accordance with the Standard Service Definition as amended from time to time. Comms Circle shall use reasonable endeavours to correct or cure any interruption, fault or error with the Fixed Network Services in accordance with the Standard Service Definition, save that time shall not be of the essence.

5.8 Notwithstanding any other provision of these Conditions, Comms Circle shall not be liable to the Customer in contract, tort (including negligence) or otherwise for any acts or omissions of Carriers that may (wholly or partially) cause, impact or result in any interruption, fault error with or withdrawal of (temporarily or permanently) the Fixed Network Services.

5.9 All and any telephone numbers allocated to the Customer in connection with the Fixed Network Services may be withdrawn by OFCOM and accordingly Comms Circle does not warrant or represent that such telephone numbers can be provided to the Customer. The Customer acknowledges and agrees that any telephone numbers allocated to it are allocated on the basis of a licence and the Customer agrees not to sell or transfer any telephone number provided to it (except where the Customer has a right to port that telephone number).

5.10 In relation to the use of the Fixed Network Services the Customer agrees:

• (a) to ensure that the Fixed Network Services are not used to make offensive, indecent, menacing, nuisance or hoax calls;
• (b) not to use the Fixed Network Services in any way that may, in Comms Circle’ reasonable opinion, damage its reputation;
• (c) not to contravene any laws, regulations or codes of conduct that may, from time to time, be applicable to the use or supply of the Fixed Network Services;
• (d) to implement and maintain appropriate security and control over its networks, equipment and business to prevent fraud and to prevent calls being generated by third parties;
• (e) to adequately maintain all equipment utilised in connection with the Fixed Network Services and ensure its compatibility in terms of technical specification;
• (f) not to use nor permit the Fixed Network Services to be used in any way that would constitute or contribute to the commission of any crime, tort, fraud or other unlawful activity;
• (g) not to allow any unauthorised use of the Fixed Network Services and to take all reasonable security measures to prevent such use;
• (h) not to sell or resell the Fixed Network Services in whole or in part;
• (i) not to misuse the Fixed Network Services in any way, including without limitation causing the volume of calls made to the telephone numbers allocated to the Customer to significantly exceed that which can be answered by the Customer where this would cause congestion to a network;
• (j) that Comms Circle may publish details of the Customer’s name, address and telephone number(s) in the Directory Enquiries Service, unless the Customer expressly confirms to Comms Circle in writing that it would like a special entry to be made, for which Comms Circle may make an additional charge;
• (k) in order to protect the Customer against unauthorised transfer of Fixed Network Services, in the event that the Customer fails to contact Comms Circle not less than 48 hours prior to any transfer date in accordance with the Customer Transfer Preference Policy, Comms Circle may cancel any order made with a third-party supplier;
• (l) and undertakes not to cause any attachments to be connected (directly or indirectly) to the Fixed Network Services, other than those that meet the appropriate essential requirements of the Radio 2017 and any other requirements or standards under applicable law or as prescribed in the description of the Fixed Network Services published from time to time;

5.11 Other than Equipment purchased by the Customer or Equipment that is given by Comms Circle to the Customer for no charge, any Equipment installed or supplied by Comms Circle to the Customer in connection with the Fixed Network Services (including but not limited to handsets, routers and switches) shall at all times remain the property of Comms Circle. The provision of Clause 4.3 shall apply to all such Equipment. The Customer shall return such Equipment to Comms Circle immediately on request or cessation of the provision of Fixed Network Services and the Customer shall be liable for costs, losses, damages and expenses incurred by Comms Circle for the repair, recovery and replacement of such Equipment.

5.12 Upon termination of the Fixed Network Services Contract (for whatever reason and save in respect of Equipment purchased by the Customer or Equipment that is given by Comms Circle to the Customer for no charge), the Customer shall return any Equipment installed or supplied by Comms Circle to the Customer in connection with the Fixed Network Services at the Customer’s cost. If such Equipment is not returned within seven days following the termination of the Fixed Network Services Contract, Comms Circle reserves the right to charge the Customer a fee in respect of each item of Equipment, as specified in the Price Guide.

5.13 Comms Circle shall be entitled to make additional charges in the event that the Customer supplies inaccurate or misleading information to Comms Circle or if the results of any survey reveal additional construction work is required in order for Comms Circle to supply the relevant Fixed Network Services.

5.14 Where the transfer of lines and services of another supplier occurs, then the provision of any and all relevant existing services supplied to the Customer by such supplier will automatically transfer to Comms Circle and will be charged for by Comms Circle in accordance with the Price Guide.

5.15 The Customer acknowledges and accepts that it is liable for any charges (including without limitation any early termination charges) made by third party suppliers for any transfer of lines and services or otherwise, unless it is clearly stated on the Order Form that Comms Circle will pay for such charges in which case Comms Circle will pay for such charges but limited to those specifically as set out on the Order Form.

5.16 The Customer accepts and acknowledges that Comms Circle will prior to the Handover Date have spent a significant amount of time and incurred expense in preparation for the provision of the Fixed Network Services

to the Customer. In the event that the Customer terminates the Contract for Fixed Network Services prior to the Handover Date it shall pay to Comms Circle £500 plus vat. This clause 5.17 shall not apply where the Customer is a Small Business Customer. Where the Customer is a Small Business Customer, the Customer may terminate a Contract for Fixed Network Services at any time prior to commencement of the supply of such Services.

5.17 The following provisions of this clause 5.17 shall apply in the event that after the Handover Date the Customer terminates the Contract for Fixed Network Services otherwise than in accordance with clause 5.3 (or clause 5.5 where the Customer is a Small Business Customer):

• (a) In this clause 5.17 Remainder of the Term means (where the Customer terminates or is deemed to have terminated the Contract in breach of contract) the period that the Contract would have had left to run if the Customer had instead terminated it at the earliest following opportunity without being in breach of contract.
• (b) Save where the Customer has contracted for the supply of line rental only, a Customer agrees that it shall not on lines contracted to be billed by Comms Circle use those lines for calls charged for by another supplier. If in breach of this clause the Customer does use lines supplied by Comms Circle for the carriage of calls charged for by another supplier the Customer shall be deemed to be in breach of the Contract for the supply of Fixed Network Services and at Comms Circle’ option the Customer shall be deemed to have terminated the Contract for Fixed Network Services in breach of contract and the provisions of this clause 5.17 shall apply.
• (c) If in breach of contract the Customer terminates a Contract for Fixed Network Services otherwise than in accordance with clause 5.3 (or clause 5.5 where the Customer is a Small Business Customer), the Customer shall be liable to pay to Comms Circle an amount calculated in the following manner:
• (i) (by reference to line rental) the sum that it would have paid to Comms Circle for the rental of the lines for the Remainder of the Term calculated at the rate then applying at the time of termination; plus
• (ii) (by reference to call charges) either the sum of £500 or if greater the average of the monthly charges for calls incurred by the Customer for the three whole months prior to the termination of the Contract multiplied by the period of the Remainder of the Term (expressed in months)

5.18 The Customer agrees not to use in connection with the Fixed Network Service provided by Comms Circle any telephone number that the Customer does not have the legitimate right to use. In this regard the Customer shall not “present out” any telephone number that it does not have the right to use; such as a telephone number of a competitor.

5.19 Where Comms Circle grants to the Customer a Hosted Sub Licence it shall terminate at the point when Comms Circle ceases to provide to the Customer the Fixed Network Services in respect of which the Hosted Sub Licence was granted and the Hosted Sub Licence and all rights in the Hosted Sub Licence shall revert to and be owned in their entirety by Comms Circle.

5.20 Where the Fixed Network Services involve the supply of VOIP services, then it is agreed that the following shall apply and the Customer accepts that:

• (a) the Customer’s ability to make emergency calls and their priority treatment cannot be guaranteed and that any suspension or interruption of the VOIP service may result in the Customer being unable to make emergency calls;
• (b) if the Customer experiences a power cut, the customer will not be able to access emergency services using VOIP and should ensure they have alternative means for access to emergency services;
• (c) it must, prior to activation, register with Comms Circle the principal fixed location(s) for use of VOIP outbound calls and update that information with Comms Circle if there is any change to this principal location, or if any new locations are to be added;
• (d) the VOIP services are generally not considered to be as reliable as calls made over conventional telephone lines and Customers are advised to maintain the ability to make telephone calls other than through a VOIP system;
• (e) the Customer acknowledges that the VOIP service may sometimes be limited, unavailable or interrupted due to events beyond Comms Circle’ control, such as those specified in clause 18.1 (force majeure); and
• (f) the VOIP services may not offer all of the features or resilience that the Customer may expect from a conventional telephone line.

6. TERMS APPLICABLE TO DATA SERVICES

6.1 Subject to clauses 2.2 and 6.6, the supply of the Data Services shall commence on the Commencement Date and shall continue for the Minimum Term and any additional period as set out under clauses 6.3 and 6.5.

6.2 Subject to the remaining provisions of this clause if the Commencement Date for the provision of Data Services has not occurred prior to the first anniversary of the Contract Date for the Data Services then the Contract in respect thereof shall be deemed to have terminated. Comms Circle may by giving written notice to the Customer extend the period referred to in this clause by six months if the reason why the Commencement Date has not occurred is outside of the control of Comms Circle. Further, the period may be extended in by such period as Comms Circle and the Customer agree. The rights of the parties that have accrued prior to such termination shall not be affected by such termination.

6.3 Subject to clause 6.5 the Data Services Contract shall automatically extend for 12 months (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or of the end of the relevant Extended Term, to terminate the Data Services Contract at the end of the Minimum Term or the relevant Extended Term, as the case may be.

6.4 Not used.

6.5 Where the Customer is a Small Business Customer the Data Services Contract shall continue following the end of the Minimum Term unless or until the Customer terminates by giving not less than 30 days’ notice in writing to Comms Circle, such notice to expire no earlier than the end of the Minimum Term.

6.6 The provision of any Data Services by Comms Circle under a Data Services Contract is conditional on:

• (a) Comms Circle carrying out such surveys as it considers necessary to satisfy itself that it is feasible for it to supply the Data Services and Comms Circle being satisfied with the results of such surveys;
• (b) Comms Circle not being prevented by circumstances and factors outside of its control from being able to supply the Data Services. Examples of such circumstance and factors include (without limit) the infrastructure not being able to support the Data Services, the Customer not obtaining the necessary permission from third parties such as a landlord to install the necessary infrastructure, or a public body such as a local authority or highways authority withholding consent to the installation of the infrastructure where such consent is required;
• (c) the installation of the lines over which the Data Services are to be provided and such lines being fully operational; and
• (d) the Customer providing to Comms Circle’ satisfaction accurate information and data to enable Comms Circle to calculate the Charges and to carry out or commission a site survey.

6.7 If, following carrying out the surveys as are referred to in clause 6.6, it is apparent that to enable the Data Services to be provided, infrastructure is required in addition to that which is already in place, then Comms Circle will provide the Customer with a quotation for undertaking such work, and the Customer may either accept that quotation or not accept that quotation. If the Customer accepts the quotation then Comms Circle shall arrange for the work to be carried out to install the infrastructure required and the cost thereof shall be paid by the Customer in accordance with the quotation, which shall be in addition to other costs payable by

the Customer. If the Customer does not accept the quotation then either the Customer or Comms Circle may terminate the Contract to provide Data Services and Comms Circle will not be obliged to provide Data Services to the Customer.

6.8 Comms Circle warrants to the Customer that Data Services will be provided using reasonable care and skill. The Customer agrees that Comms Circle cannot guarantee that the Data Services will work without interruption and will be fault or error free. Any interruption, fault or error with the Data Services must be notified to Comms Circle in accordance with clause 6.9.

6.9 The Customer shall notify Comms Circle of any interruption, fault or error with the Data Services in accordance with the Standard Service Definition (or Ethernet SLA where applicable). Comms Circle shall use reasonable endeavours to correct or cure any interruption, fault or error with the Data Services in accordance with the Standard Service Definition (or Ethernet SLA where applicable), save that time shall not be of the essence.

6.10 Notwithstanding any other provision of these Conditions, Comms Circle shall not be liable to the Customer in contract, tort (including negligence) or otherwise for any acts or omissions of suppliers that may (wholly or partially) cause, impact or result in any interruption, fault or error with, or withdrawal of (temporarily or permanently), the Data Services.

6.11 In relation to the use of the Data Services the Customer agrees and where appropriate accepts:

• (a) to comply with the obligations in clauses 5.11(a) to 5.11(i) (inclusive) as if references in those clauses to Fixed Network Services were references to Data Services, and the Customer shall be liable for and will indemnify, keep indemnified and hold harmless Comms Circle in full against all losses, liability, damages, costs, claims and expenses (including reasonable legal fees) in relation to any claim by Comms Circle or any third party arising out of or in connection with any breach of this clause or any misuse or illegal use of the Services by the Customer or any of its end users;
• (b) not to misuse the Data Services in any way, including sending or receiving data in such a manner or volume so as to exceed agreed usage limits or so as to adversely affect the network, Comms Circle or its other customers;
• (c) that the speed of any Data Services or connection depends on a number of factors beyond Comms Circle’ control (including external factors and physical factors) (such as local availability, the distance from the exchange and peak traffic volume) and that Comms Circle does not warrant or represent that the Customer’s connection(s) will produce the maximum advertised speed;
• (d) that except where stated otherwise in the Order Form, the Data Services do not include the supply by Comms Circle of lines, modems and other equipment that might be required by the Customer to utilise the Services nor advice on these unless Comms Circle is specifically engaged to do so under a separate contract which shall be in addition to the provision of Data Services under the Data Services Contract;
• (e) to comply with Comms Circle’ Fair Use Policy;
• (f) to provide suitable space and environment at the Site for the equipment used in the provision of the service.

6.12 Comms Circle is under a duty to all of its customers to preserve network integrity and capacity and avoid degradation. The Customer agrees that:

• (a) if in Comms Circles’ reasonable opinion, the Customer’s use of Data Services is adversely affecting, or may adversely affect, integrity and capacity of networks, Comms Circle may take such steps as it deems appropriate to manage the Customer’s Data Services;
• (b) Comms Circle and/or the Carrier may take such steps as it deems necessary to stop emails that appear to be bulk emails or which appear to be of an unsolicited nature from entering networks and this may include blocking access to or delivery of any such emails; and
• (c) Comms Circle and/or the Carrier may operate virus screen technology which may result in the deletion or alteration of emails or their attachments.

6.13 Other than Equipment purchased by the Customer or Equipment that is given by Comms Circle to the Customer for no charge, any Equipment installed or supplied by Comms Circle to the Customer in connection with the Data Services (including but not limited to routers) shall at all times remain the property of Comms Circle. The provisions of clauses 4.3 shall apply to all such Equipment. The Customer shall return such Equipment to Comms Circle immediately on request or cessation of the provision of Data Services and the Customer shall be liable for all costs, losses, damages and expenses incurred by Comms Circle for the repair, recovery and replacement of such Equipment.

6.14 Upon termination of the Data Services Contract (for whatever reason and save in respect of Equipment purchased by the Customer or Equipment that is given by Comms Circle to the Customer for no charge), the Customer shall return any Equipment installed or supplied by Comms Circle to the Customer in connection with the Data Services at the Customer’s cost. If such Equipment is not returned within seven days following the termination of the Data Services Contract, Comms Circle reserves the right to charge the Customer a fee in respect of each item of Equipment, as specified in the Price Guide.

6.15 The Customer acknowledges and accepts that it is liable for all cancellation or termination payments and charges (including without limitation any early termination charges) levied by a previous supplier for the transfer of the provision of services and lines to Comms Circle unless it is stated on the Order Form that Comms Circle will be responsible for the payment of such Charges.

6.16 The Customer accepts and acknowledges that Comms Circle will prior to the Connection Date have spent a significant amount of time and incurred expense in preparation for the provision of the Data Services to the Customer. In the event that the Customer terminates the Contract prior to the Connection Date it shall pay to Comms Circle:

• (a) £500 plus vat in respect of the time spent by Comms Circle in preparation for the provision of the Data Services to the Customer; and
• (b) an amount equal to the direct expenses (plus vat) incurred by Comms Circle to its supplier(s) in the preparation of Data Services to the Customer limited to £10,000 (per leased line). Where the Customer is a Small Business Customer paragraph (a) of this clause 6.16 shall not apply.

6.17 The following provisions of this clause 6.17 shall apply in the event that after the Connection Date the Customer terminates the Contract for Data Services otherwise than in accordance with clause 6.3 (or clause

6.5 where the Customer is a Small Business Customer):

• (a) In this clause 6.17 Remainder of the Term means (where the Customer terminates or is deemed to have terminated the Contract in breach of contract) the period that the Contract would have had left to run if the Customer had instead terminated it at the earliest following opportunity without being in breach of contract. Where the Customer terminates the Contract for Data Services in breach of contract after the Connection Date but before the Handover Date then the Remainder of the Term shall be deemed to have commenced on the Connection Date.
• (b) The Customer acknowledges and accepts that to enable Comms Circle to provide the Data Services to the Customer, Comms Circle will enter into a contract for a fixed term with its supplier at the Connection Date. As is common with such contracts Comms Circle may remain liable to its supplier whether or not the Contract for Data Services with the Customer terminates prior to the end of the Minimum Term or the Extended Term as the case may be.
• (c) In the event that the Customer is in breach of contract by terminating the Contract for Data Services otherwise than in accordance with clause 6.3 (or clause 6.5 where the Customer is a Small Business Customer), the Customer shall pay to Comms Circle as liquidated damages an amount equal to the sum that the Customer would have been liable to pay to Comms Circle for the Remainder of the Term for the Data Services (calculated at the rate which applied at the time of termination) less any reduction that may apply pursuant to the provisions of clause 6.17(d) below. Where such termination occurs after the Connection Date but before the

Commencement Date then the rate shall be the rate that would have applied at the Commencement Date had the Contract not been terminated.

• (d) If the provisions of clause 6.17(c) apply and in the event that a supplier used by Comms Circle to provide the Data Services to the Customer reduces the amount that it charges to Comms Circle from that which it is contractually entitled to charge in respect of the Remainder of the Term Comms Circle shall advise the Customer of the amount of the reduction and that reduction shall be deducted from the amount payable under clause 6.17(c).

7. TERMS APPLICABLE TO MOBILE SERVICES

7.1 For the purpose of the Mobile Services, the following terms shall have the following meanings: Airtime Provider: the relevant mobile network operator or wireless communications service provider. Connection: connection to any Airtime Provider’s network. Hardware Fund: the fund allocated to the Customer to allow it to purchase equipment in connection with the Mobile Services. Retail Mobile Services: the mobile services to be provided by Comms Circle to the Customer, where the Customer is directly contracted with an Airtime Provider. Support Hours: Monday – Friday (excluding bank holidays) 09:00 to 17:30 (GMT). Wholesale Mobile Services: the mobile services to be provided by Comms Circle to the Customer, where the Customer is directly contracted with Comms Circle and not an Airtime Provider.

7.2 Subject to clauses 2.2 and 7.5, the supply of the Mobile Services shall commence:

• (a) In the case of Wholesale Mobile Services on the Commencement Date and continue for the Minimum Term and any additional period as set out under clauses 7.3 and 7.4;
• (b) In the case of Retail Mobile Services on the date the contract between the Customer and the Airtime Provider is signed by the Customer and processed by the Airtime Provider and continue until it expires, is terminated by the Airtime Provider, or the Customer is otherwise released from the contract by the Airtime Provider.

7.3 Subject to clause 7.4, in the case of Wholesale Mobile Services, the Mobile Services Contract shall automatically extend for 12 month (Extended Term) at the end of the Minimum Term and at the end of each Extended Term. Either party may give notice in writing to the other party no later than 90 days before the end of the Minimum Term or the relevant Extended Term, to terminate the Mobile Services Contract at the end of the Initial Period or the relevant Extended Term, as the case may be.

7.4 Where the Customer is a Small Business Customer, the Mobile Services Contract shall continue following the end of the Minimum Term unless or until the Customer terminates by giving not less than 30 days’ notice in writing to Comms Circle, such notice to expire no earlier than the end of the Minimum Term.

7.5 The provision of any Mobile Services by Comms Circle under a Mobile Services Contract is conditional on:

• (a) the Customer providing to Comms Circle to its satisfaction accurate information and data to enable Comms Circle to provide Mobile Services;
• (b) Network coverage;
• (c) Availability of equipment.

7.6 Subject to the Customer’s payment of the Charges, Comms Circle will provide support for the Mobile Services to the Customer as follows:

• (a) In the case of Wholesale Mobile Services, remote support during Support Hours, unless otherwise agreed between Comms Circle and the Customer with onsite support being chargeable;
• (b) In the case of Retail Mobile Services, limited support during Support Hours in accordance with the Airtime Provider’s terms with on-site support being chargeable.

7.7 Comms Circle shall operate and maintain a telephone helpdesk to receive and process any requests for support in respect of the Mobile Services.

7.8 In relation to the use of the Mobile Services the Customer agrees:

• (a) that any support for the Mobile Services shall be provided by Comms Circle remotely, unless otherwise agreed;
• (b) to keep their data backed-up and ensure that software updates are maintained; to make available such personnel of the Customer with appropriate skills, knowledge and authority to assist Comms Circle in the diagnosis of faults and the implementation of reasonable instructions intended to rectify or prevent recurrence of faults;
• (c) that the use by the Customer of any online management and/or billing portals is the own responsibility and risk and the Customer shall be responsible for any charges that occur or services that may be disrupted as a result of such use.

7.9 The Customer acknowledges and agrees that:

• (a) Comms Circle bears no responsibility for and will not be liable for any loss suffered by the Customer as a result of any fault that is caused by an error or defect in the network or software;
• (b) the sole responsibility of Comms Circle in respect of any issues with hardware supplied under or in connection with the Mobile Services shall be to diagnose faults in the hardware. The correction of any faults in the hardware shall be undertaken in accordance with the manufacturer’s warranty;
• (c) Comms Circle will not be liable for any loss of data, loss of productivity or financial losses incurred due to incomplete or corrupt back-ups of data or back-up procedures, network outages, or errors, failures or defects in the operating system;
• (d) in recognition of the fact that Comms Circle may be entitled to receive payments from the Airtime Provider as a result of the Customer taking up the Mobile Services, the Customer will remain liable to Comms Circle and shall not avoid liability to Comms Circle if the Airtime Provider releases the Customer from its contract for any reason, including (without limitation) if the Customer is released due to an error on the part of the Airtime Provider where the Customer has signed for two (2) years.

7.10 Comms Circle warrants to the Customer that the Mobile Services will be rendered by personnel with appropriate skills and experience to provide the Mobile Services. The Customer agrees that Comms Circle cannot guarantee that the Mobile Services will work without interruption or error. Any interruption, fault or error must be notified to Comms Circle using the telephone helpdesk referred to in clause 7.7. The warranties provided by Comms Circle in clause 3.4 and this clause 7.10 shall be in lieu of and shall operate to exclude any other condition or warranty whether express or implied by law as to the provision of the Mobile Services.

7.11 The Customer warrants to Comms Circle that, where Comms Circle provides the Mobile Services and the Customer uses equipment it owns or has the benefit of using, the Customer either owns such equipment or has a valid right to use it, and the Customer further warrants that it is the Customer’s responsibility to ensure any such equipment works and is suitable as is for the Customer to receive and/or use the Mobile Services. By way of example and without limitation, the Customer must check and ensure that any handset it proposes to use is unlocked and this shall not be the responsibility of Comms Circle.

7.12 Notwithstanding any other provision of these Conditions, Comms Circle shall not be liable to the Customer in contract, tort (including negligence) or otherwise for any acts or omissions of the Airtime Provider that may (wholly or partially) cause, impact or result in any interruption, fault error with or withdrawal of (temporarily or permanently) the Mobile Services.

7.13 The Customer will fully indemnify and hold harmless Comms Circle against all costs, expenses, liabilities, losses, damages and judgments that Comms Circle may incur or be subject to as a result of a breach of clause 7.11.

7.14 Other than Equipment purchased by the Customer or Equipment that is given by Comms Circle to the Customer for no charge, any Equipment supplied or installed by Comms Circle to the Customer in connection with the Mobile Services (including but not limited to SIMs, handsets and any subsidised equipment) shall at all times remain the property of Comms Circle. The provisions of Clause 4.3 shall apply to all such Equipment. The Customer shall return such Equipment to Comms Circle immediately on request or cessation of the provision of Mobile Services and the Customer shall be liable for costs, losses, damages and expenses incurred by Comms Circle for the repair, recovery and replacement of such equipment.

7.15 Upon termination of the Mobile Services Contract (for whatever reason and save in respect of Equipment purchased by the Customer or Equipment that is given by Comms Circle to the Customer for no charge), the Customer shall return any Equipment installed or supplied by Comms Circle to the Customer in connection with the Mobile Services at the Customer’s cost. If such Equipment is not returned within seven (7) days following the termination of the Mobile Services Contract, Comms Circle reserves the right to charge the Customer a fee in respect of each item of Equipment, such fee being the full market value of the Equipment at the time of being supplied to the Customer.

7.16 In relation to any equipment that is supplied or installed by Comms Circle to the Customer in connection with the Mobile Services hereunder, except for equipment purchased by the Customer or Equipment that is given by Comms Circle to the Customer for no charge, the following shall apply:

• (a) The Customer shall notify Comms Circle in writing within three (3) Business Days of receipt if any of the equipment is damaged, or if the order has been incorrectly fulfilled;
• (b) Comms Circle is not obliged to offer the Customer a refund, exchange or credit to the Hardware Fund in the event that equipment is ordered by the Customer in error;
• (c) Comms Circle is not obliged to agree to any upgrades to the equipment it supplies to the Customer at any time, including during or after the Minimum Term (if applicable) but if it does, Comms Circle shall be entitled to extend the Minimum Term;
• (d) The supply of equipment by Comms Circle to the Customer shall be subject to availability.

7.17 Any Hardware Fund and any equipment supplied that has been charged to a Hardware Fund, are supplied by Comms Circle in return that the Customer completes the Minimum Term or the minimum period of the corresponding contract with the Airtime Provider, as applicable.

7.18 Where the Mobile Services Contract completes the Minimum Term or minimum period of the corresponding contract with the Air time Provider, as applicable, then full title of any handsets supplied by Comms Circle shall transfer to the Customer and the Customer shall have no right to claim any outstanding amounts held by Comms Circle in the Hardware Fund.

7.19 At the end of the Minimum Term or the minimum period of the corresponding contract with the Airtime Provider, as applicable, should the Customer’s Hardware Fund be in a negative position then the Customer acknowledges and agrees to Comms Circle invoicing the full balance of the negative amount, and to pay that amount in line with Comms Circle’ standard payment terms.

7.20 Where the Customer terminates any Connection prior to the expiry of that Connection’s minimum period, the Customer shall pay to Comms Circle a lump sum termination payment calculated as the total amount of the Hardware Fund initially provided to the Customer at the point of connection or renewal, as applicable, minus any unspent amount currently held by Comms Circle.

7.21 Where the Customer terminates any Connection prior to the expiry of that Connection’s minimum period and the Hardware Fund has been fully utilised by the Customer, the Customer shall pay to Comms Circle a lump sum equal to the Hardware Fund provided for the Connection(s) in question, based on the value of the Hardware Fund provided at the commencement of the current minimum period.

7.22 Where the Customer terminates any Connection prior to the expiry of that Connection’s minimum period and equipment has been supplied either free of charge or at a reduced rate, the Customer shall pay to Comms

Circle a lump sum equal to the equipment provided for the Connection(s) in question, based on the market value of the equipment provided at the commencement of the current minimum period.

7.23 The sums stipulated in clauses 7.20, 7.21 and 7.22 will be charged in addition to any cancellation fees applicable in accordance with clause 13 and any contractual early termination fees imposed by either Comms Circle, or the applicable Airtime Provider in relation to the contract with said Airtime Provider, for the remainder of the Minimum Term.

7.24 Where the Customer terminates any Connection prior to the expiry of the Minimum Term, the Customer shall be subject to a claw-back by Comms Circle of any discount that was conditional on the Customer completing the Minimum Term.

8. CUSTOMER’S GENERAL OBLIGATIONS AND TERMS APPLICABLE TO ALL SERVICES

8.1 In relation to the Services, the Customer:

• (a) shall ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
• (b) shall provide Comms Circle, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Comms Circle;
• (c) shall provide Comms Circle with such information and materials as Comms Circle may reasonably require in order to supply the relevant Services and/or Equipment, and ensure that such information is accurate in all material respects;
• (d) shall prepare its premises for the supply of the relevant Services (where applicable);
• (e) shall obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start (where applicable);
• (f) agrees that Comms Circle may from time to time monitor or record calls made to Comms Circle or by Comms Circle to improve customer service, for training or for marketing purposes;
• (g) agrees that Comms Circle shall not be liable or responsible for any failure or delay in the Services due to or in connection with any third-party infrastructure applicable to the supply of any Services;
• (h) agrees to co-operate with any criminal investigations or any investigation of any regulatory body that is applicable to the supply of any of the Services;
• (i) be responsible for ensuring the accuracy of all specifications, drawings, sketches, plans, descriptions and instructions provided to Comms Circle in connection with the supply of any Services and/or Equipment;
• (j) shall comply with all Service Specific Conditions; and
• (k) shall comply with the Fair Use Policy (as applicable).

8.2 The Customer is responsible and shall be liable to Comms Circle for the use of the Services including for any Charges incurred, by the actions of any of its employees and any other person who has been given access to use the Services by the Customer and any person who gains access to use the Services for fraudulent or illegal purposes including in each case where such use was not authorised by the Customer. The Customer is strongly advised to install robust and effective security provisions to prevent unauthorised and/or fraudulent use.

8.3 If Comms Circle’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligation or comply with any obligation or policy under the Conditions (a Customer Default):

• (a) Comms Circle shall without limiting its other rights or remedies have the right to suspend performance of any Service until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve

it from the performance of any of its obligations to the extent that the Customer Default prevents or delays Comms Circles’ performance of any of its obligations;

• (b) Comms Circle shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Comms Circles’ failure or delay to perform any of its obligations as set out in this clause 9.3; and
• (c) the Customer shall reimburse Comms Circle on written demand for any costs or losses sustained or incurred by Comms Circle arising directly or indirectly from the Customer Default.

8.4 Comms Circle shall without limiting its other rights or remedies have the right to suspend performance of any Service until the Customer remedies the Customer Default, and to rely on the Customer default to relieve it from the performance of any of its obligations to the extent that the Customer Default prevents or delays Comms Circle’ performance of any of its obligations;

• (a) Comms Circle shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Comms Circle’ failure or delay to perform any of its obligations as set out in this clause 8.3; and
• (b) the Customer shall reimburse Comms Circle on written demand for any costs or losses sustained or incurred by Comms Circle arising directly or indirectly from the Customer Default.

8.5 Without prejudice to clause 8.3 or any other remedy available to Comms Circle, Comms Circle shall be entitled to suspend the performance of any Service or terminate the Contract relating to the relevant Service without further liability to the Customer in the event that Comms Circle:

• (a) is obliged to comply with any order, instruction or request of any competent governmental body;
• (b) terminates the provision of telecommunications services;
• (c) in its reasonable opinion, Comms Circle or the Carrier believes the Service are being used fraudulently or unlawfully; or
• (d) in its reasonable opinion Comms Circle or the Carrier needs to carry out improvements or repairs to any networks or equipment relating to the applicable Services.

8.6 If the Customer fails to pay one or more invoice by the relevant due date Comms Circle shall notify the Customer in writing that such sum is overdue. Comms Circle may at its sole discretion refuse to provide support in respect of the relevant Services and/or support any Equipment if the Customer fails to pay one or more invoice within 14 days of receipt of such notice, and the Customer acknowledges and agrees that any such support may be withheld until Comms Circle is satisfied that any outstanding payment has been made or outstanding balance rectified.

8.7 Comms Circle shall not be liable for or responsible for any charges, costs, fees, expenses and/or other liability resulting from or in connection with:

• (a) fraudulent or unauthorised use of a Service, Equipment and/or software and the Customer shall be responsible for and pay all charges, costs, fees and expenses resulting from or in connection with any (b) fraudulent or unauthorised use of any Service, Equipment and/or software; and/or fraudulent or unauthorised downloads from applications resulting in corruption, attack, viruses, interference, hacking, or other security intrusion and disclaims any liability relating thereto; and/or
• (b) any security intrusion on the Customer’s server or network that is not the direct responsibility of Comms Circle.

9. CHARGES AND PAYMENT FOR SERVICES

9.1 The Charges for the Services and/or the Equipment shall be charged to and payable by the Customer in accordance with this clause 9 and in the case of Data Services and Fixed Network Services in accordance with this clause 9 and clause 11. Comms Circle shall automatically apply an annual increase in the Charges based on

the Consumer Price Index (CPI) plus 3.9%. Comms Circle uses the CPI figure published by the Office for National Statistics (www.ons.gov.uk) in January and will apply the change in April each year. In the event that the rate of CPI is negative, Comms Circle will only increase the Charges by 3.9% in the relevant year. For example, a previous monthly charge of £100 + VAT would become £114 + VAT based on January CPI in 2023 of 10.1%.

9.2 The Charges for the Equipment and Installation Services shall be as specified in the Order Form and the Price Guide and calculated in accordance with these Conditions. Except as otherwise specified in the Order Form, Charges for Equipment and Installation Services shall be payable on Delivery. Where Comms Circle hires any Equipment to a Customer and that Customer is either: (1) an individual; (2) a partnership consisting of two or three persons not all of whom are bodies corporate; or (3) an unincorporated body of persons which does not consist entirely of bodies corporate and is not a partnership then that hire of Equipment will always be a t zero cost. In these circumstances, Comms Circle will retain ownership of such Equipment for the entire duration of the Contract and the Customer shall be required to return the Equipment upon termination of the Contract. If such Equipment is not returned within seven days following the termination of the Contract, Comms Circle reserves the right to charge the Customer a fee in respect of each item of Equipment, as specified in the Price Guide.

9.3 The Customer shall pay any deposit specified in the Order Form within seven days of submitting the Order Form to Comms Circle.

9.4 The Charges for the Maintenance Services shall be as specified in the Order Form and calculated in accordance with these Conditions. Except as otherwise specified in the Order Form, Charges for Maintenance Services shall be payable monthly in advance with the first payment due on the first anniversary of the Commencement Date of the Maintenance Services Contract, and continuing to be payable monthly thereafter.

9.5 Where clause 4.10 applies in relation to Maintenance Services, Comms Circle shall be entitled to make such additional charges as are calculated in accordance with the Price Guide.

9.6 Comms Circle may charge the Customer a call out fee where such call out occurs based on incorrect information being provided to Comms Circle or where a call out occurs but the operative is unable to gain access to the premises within the times notified to the Customer for the call out.

9.7 In addition to the increase set out under clause 9.1 the Charges for the Maintenance Services shall increase on each anniversary of the Commencement Date by a further 8%. For example, a previous monthly charge of £100 would become £108.

9.8 Where Charges are calculated according to the Customer’s usage, such usage shall be determined by reference to data recorded or logged by Comms Circle and not by reference to any data recorded or logged by the Customer.

9.9 The provisions of this clause 9.9 apply to any proposed increase in the Charges other than those referred to in clause 9.1 (CPI increase) clause 9.10 (third party supplier increase) and clause 9.11 (regulatory price increase). Comms Circle reserves the right to increase its Charges for any Service (including without limitation by revising any Tariff). Comms Circle will give the Customer written notice of any such increase not less than 30 days before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Comms Circle in writing within 14 days of the date of Comms Circle’ notice that the Client wishes to terminate the Contract, failing which the Customer shall be deemed to have accepted the changes.

9.10 Subject to applicable regulations, Comms Circle shall, no more than once per calendar month, increase its Charges for any Service (including without limitation by revising any Tariff) as a result of any increase in charges made to Comms Circle by third party providers to it by a sum equal to any such increase. In such circumstances Comms Circle will notify the Customer in writing of any increase.

9.11 Where Comms Circle proposes to increase its Charges for any Service (including by revising without limitation any Tariff) as a consequence of a regulatory change and that the increase is no greater than the additional cost to Comms Circle caused by the regulatory change, it will give the Customer written notice of any such increase not less than 30 days before the proposed date of the increase. In such circumstances the

Customer shall not have the right to cancel the Contract.

9.12 Except where otherwise specified in these Conditions or the relevant Order for any Service, the Customer shall pay each invoice submitted by Comms Circle:

• (a) within 14 days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Comms Circle.

9.13 Time for payment of all Charges shall be of the essence of the Contract.

9.14 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). The Customer shall pay to Comms Circle such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

9.15 Invoices shall be deemed to have been accepted if the Customer does not present a written objection, identifying clearly the disputed invoice and the reasons why it is challenged, to Comms Circle within 30 days of the date of the invoice.

9.16 If the Customer fails to make any payment due to Comms Circle under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above Starling Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

9.17 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Comms Circle may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Comms Circle to the Customer.

9.18 Comms Circle may exercise a lien over any equipment or goods in Comms Circle’ possession belonging to the Customer, for all monies payable by the Customer to Comms Circle.

9.19 Any delay in Comms Circle raising an invoice for any Charges shall not prohibit Comms Circle from raising an invoice for the applicable Charges at a later date and the Customer shall pay such Charges.

9.20 Comms Circle reserves the right to make additional charges for paper billing, late payment, reconnection, non-direct debit payment methods and incorrect fault reporting by the Customer. Such charges are as set out in the Price Guide.

9.21 Comms Circle may at its sole discretion refuse to provide support in respect of the relevant Services and/or support any Equipment if the Customer fails to pay one or more invoice by the relevant due date, and the Customer acknowledges and agrees that any such support may be withheld until Comms Circle is satisfied that any outstanding payment has been made or outstanding balance rectified.

9.22 It is expected that the Customer will use the Comms Circle Portal (where the Customer has been set up on the Comms Circle Portal) as the primary mechanism to contact Comms Circle for Incidents, service requests and status updates. In the event that the Customer regularly uses the Service Desk (via telephone or email) as the primary route for raising Incidents, service requests and/or obtain status updates the Comms Circle reserves the right to charge an administration fee of £30 per call, subject to reasonable prior notice to the Customer.

9.23 Comms Circle reserves the right to recover any costs it incurs, including legal fees, on a full indemnity basis as a result of the Customer’s failure to comply with these Conditions and/or any Service Specific Conditions.

10. ADDITIONAL TERMS RELATING TO CHARGES FOR DATA SERVICES AND FIXED NETWORK SERVICES

10.1 The Charges for the Fixed Network Services and the Data Services shall be as detailed in the Order Form (subject always to clause 9.7) and as otherwise determined in accordance with the Contract.

10.2 Charges for line rental are payable from the Handover Date monthly in advance by direct debit, or such other method as is specified in the Order.

10.3 The Customer shall pay for all Charges for calls whether made by the Customer or any third party. Subject to clause 10.4, Comms Circle shall invoice the Customer monthly in arrears for all call Charges and the Customer shall pay such invoice within 14 days of the date of the relevant invoice by direct debit.

10.4 Notwithstanding clause 10.2 and clause 10.3, Comms Circle reserves the right to invoice the Customer for Charges at any time.

10.5 If Comms Circle supplies the Customer with any temporary Data Services and/or Fixed Network Services, it may charge the Customer in advance for the whole period during which the temporary services are to be provided.

10.6 Comms Circle shall have the right to charge a minimum fee for calls of not less than £2.50 per month in the event that the Customer’s call charges do not exceed this sum in any month.

10.7 In respect of Fixed Network Services that include or comprise only of inbound voice services and inbound numbers, the Customer acknowledges and agrees that Comms Circle shall have based its Charges for the Contract upon forecast information provided by the Customer about total number and duration of calls for the inbound numbers.

10.8 The Customer further acknowledges and agrees that Comms Circle may apply a charge (calculated monthly and payable by the Customer in arrears) for each inbound number which, either, does not carry any traffic for any one-month period, or, carries traffic which is at least 50% lower than that outlined in the forecast provided under clause 10.7.

11. ADDITIONAL TERMS RELATING TO CHARGES FOR MOBILE SERVICES

CANCELLATION CHARGE

11.1 In respect of Wholesale Mobile Services, and notwithstanding clause 9.1, the Customer acknowledges and agrees that Comms Circle may at its discretion increase the Charges for line rental provided that Comms Circle gives the Customer not less than 30 days’ written notice prior to the increase, such increase to be capped at 5% in any one year.

11.2 Charges in respect of calls (including data usage) are subject to fluctuation or change by Comms Circle without notice to the Customer.

12. CANCELLATION CHARGE

If the Customer cancels a Service or an order for Equipment, Comms Circle may charge and the Customer shall pay a cancellation or re-stocking fee (as applicable) in respect of each such cancellation.

13. CONFIDENTIALITY AND DATA PROTECTION

13.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party may disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 14 shall survive termination of the Contract.

13.2 Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 1 3 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection

Laws. In this clause 13, references to ‘Controller’, ‘Processor’, ‘Data Subject’, ‘Personal Data’, ‘Personal Data Breach’, ‘Process’, ‘Processed’ and ‘Processing’, have the meanings set out in, and will be interpreted in accordance with, the Data Protection Laws.

13.3 The Customer acknowledges and accepts that Comms Circle may use the information that the Customer provides to Comms Circle in the course of becoming a ‘Customer’ (which may include Personal Data) for the purposes of supplying the Equipment and/or Services to the Customer, improving the Services, statistical analysis and marketing. Where relevant, for the purposes of Data Protection Laws, Comms Circle is the Controller for any such Personal Data. Comms Circle may share such data (or any part of it) with its third-party service providers to enable Comms Circle to supply the Equipment and/or Services to the Customer in accordance with the Contract. Comms Circle will Process Personal Data in accordance with applicable Data Protection Laws and as set out in Comms Circle’s Privacy Policy, a copy of which can be found at Privacy and cookie usage policy | Comms Circle Limited

13.4 The Customer acknowledges and accepts that the Customer may provide and Comms Circle may Process Personal Data belonging to or relating to the Customer’s clients, staff and other contacts, on the Customer’s behalf, and the Customer further acknowledges and accepts that Comms Circle may share such data (or any part of it) with its third party service providers to enable Comms Circle to supply the Equipment and/or Services to the Customer in accordance with the Contract. In respect of such Personal Data, Comms Circle shall be the Processor, and the Customer shall at all times be the Controller.

13.5 Without prejudice to the generality of clause 13.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Comms Circle for the duration and purposes of this Contract and the Customer will only disclose to Comms Circle the Personal Data required to perform its obligations under the Contract.

13.6 The details of the Processing operations conducted by Comms Circle are as set out below and as may be updated from time to time as agreed in writing between the parties:

• (a) the subject matter of the Processing of Personal Data by Comms Circle is the performance of the Services pursuant to the Contract;
• (b) subject to clause 13.7(h), Comms Circle will Process Personal Data for the duration of the Contract, unless otherwise agreed upon in writing between the parties;
• (c) Comms Circle will Process Personal Data received under the Contract only for the purposes set forth in the Contract and as generated by the Customer’s (or its employees’, agents’ or subcontractors’) use of the Services;
• (d) the data Processed may include the following types of Personal Data: name; title; company; email address; postal address; telephone number; contract records; position; passwords;
• (e) The data Processed may concern the following categories of Data Subjects, the extent of which is determined and controlled by the Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:
• (i) the Customer’s employees, directors and contractors;
• (ii) the Customer’s customers or third parties authorised by the Customer to use the Services.

13.7 Without prejudice to the generality of clause (a) Process that Personal Data only on the documented written instructions of the Customer unless required to do so by Data Protection Laws to which Comms Circle is subject, in such a case, Comms Circle shall inform the Customer of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest;

• (b) immediately notify the Customer if, in Comms Circle’ opinion, an instruction infringes Data Protection Laws and Comms Circle will not be required to comply with that instruction;
• (c) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful Processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner evaluating the effectiveness of the technical and organisational measures adopted by it);
• (d) ensure that all personnel who have access to and/or Process Personal Data are obliged to keep the Personal Data confidential;
• (e) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
• (i) appropriate safeguards are provided (by either Comms Circle or the Customer) in relation to the transfer;
• (ii) the Data Subject has enforceable rights and effective legal remedies;
• (iii) Comms Circle complies with its obligations under the Data Protection Laws by providing an adequate level of protection to any Personal Data that is transferred; and (iv) Comms Circle complies with reasonable instructions notified to it in advance by the Customer with respect to the Processing of the Personal Data;
• (f) taking into account the nature of the Processing, including by appropriate technical and organisational measures, insofar as this is possible, assist the Customer, at the Customer’s cost, in responding to any Data Subject access requests and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
• (g) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
• (h) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Data Protection Laws to store the Personal Data;
• (i) maintain complete and accurate records and information and, upon the Customer’s prior written request at reasonable intervals, make available to the Customer all information necessary to demonstrate Comms Circle’ compliance with this clause 13 and allow for and contribute to audits, including inspections, conducted by the Customer or the Customer’s designated auditor, provided that the Customer: i) provides Comms Circle reasonable prior written notice, in any event being not less than 30 Business Days, of such audit and/or inspection being required by the Customer; ii) Comms Circle and the Customer mutually agreeing upon the scope, timing and duration of the audit and/or inspection; iii) ensures that such audit and/or inspection is conducted during Business Days and business hours, being 9.00am to 5.30pm Monday to Friday with -processors’ business and the business and interests of other customers of Comms Circle; iv) not causes Comms Circle to breach its confidentiality obligations with its other customers, suppliers or any other organisation; and

v) reimburse Comms Circle’ reasonable charges associated with the audit and/or inspection.

13.8 The Customer consents to Comms Circle appointing third-party sub-processors of Personal Data in connection with the provision of the Services and/or Equipment under the Contract. Comms Circle will maintain an up-to-date list of sub-processors which will be available on request. Comms Circle confirms that it has entered or (as the case may be) will enter with the sub-processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 13 with respect to the protection of Personal Data to the extent applicable to the nature of the Services provided by such sub-processor and in either case which Comms Circle confirms reflect and will continue to reflect the requirements of Data Protection Laws. As between the Customer and Comms Circle, Comms Circle shall remain fully liable for all acts or omissions of any sub-processors appointed by it pursuant to this clause 13.

14. LIMITATION OF LIABILITY

14.1 Nothing in the Contract shall limit or exclude Comms Circle’ liability for:

• (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
• (b) fraud or fraudulent misrepresentation by Comms Circle; or
• (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

14.2 Subject to clause 14.1, Comms Circle shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

• (a) loss of profits;
• (b) loss of sales or business;
• (c) loss of agreements or contracts;
• (d) loss of anticipated savings;
• (e) loss of or damage to goodwill;
• (f) loss of use or corruption of software, data or information;
• (g) data loss, compromise or disclosure resulting from a security breach of the Customer’s server or network; or (h) any indirect or consequential loss.

14.3 Comms Circle shall not be responsible for any troubleshooting, interoperability, interface issues or the functionality of any of the Customer’s software, products or equipment (whether supplied by Comms Circle under this Contract or a separate contract, or supplied by a third party):

• (a) caused by upgrades, fixes or changes to any software, products or equipment by third parties (including directly by or under the instruction of software providers);
• (b) in relation to third party products that do not form part of the scope of the Services; or
• (c) as a result of any upgrades that form part of the scope of Services but in respect of the Customer’s software, products or equipment that are excluded from the scope of Services.

14.4 Subject to clause 14.1 and clause 14.2, Comms Circles’ total liability to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall, in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period, be limited to the equivalent of the total Charges paid by the Customer in that period for the Equipment and/or the relevant Service in respect of which the claim arose.

14.5 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.

14.6 If the Customer is a consumer, nothing in these Conditions shall prejudice its statutory rights.

14.7 This clause 14 shall survive termination of the Contract.

15. TERMINATION

15.1 Without affecting any other right or remedies available to it, either party may terminate the Equipment Installation Agreement by giving 14 days’ written notice if:

• (a) the other party fails to pay any amount due under the Equipment Installation Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
• (b) the other party commits a material breach of any other term of the Equipment Installation Agreement and (if such breach is remediable) fails to remedy that breach within a period of: (in respect of the Customer’s breach) 30 days or (in respect of Comms Circle’s breach) 60 days after being notified in writing to do so;
• (c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (“IA 1986”) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986; or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986; or (being a partnership) has any partner to whom any of the foregoing apply;
• (d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• (e) the other party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;
• (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• (g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
• (h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
• (i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
• (j) the other party (being an individual) is the subject of a bankruptcy petition, application or order;
• (k) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
• (l) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause (c) to clause 8.1(k) (inclusive);
• (m) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

15.2 Comms Circle may additionally terminate the Equipment Installation Agreement immediately upon notice if Comms Circle determines that any information provided by the Customer is false or misleading.

15.3 Comms Circle may additionally terminate any or all of the contracts between it and the Customer upon written notice in the event that the Customer fails to pay any amount due under the Equipment Installation Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.

Questions about the contract?

If anything here isn't clear, or you'd like a plain-English walkthrough before you sign anything, we're happy to talk it through.

• By email: hello@commscircle.co.uk
• By phone: 0330 118 0700
• By post: Comms Circle, Mirror Works, 12 Marshgate Lane, London, E15 2NH