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Clever Calling (the “Service”) is a platform for the provision of Telephony and Communication Services. The Service is operated and owned by Cotton Court Services Limited (Company number 09294207 ) whose registered office is Cotton Court Business Centre, Church Street, Preston, PR1 3BY. These Terms & Conditions and our Privacy Policy constitute the full legal agreement between you (the “Customer”, “you” and “your”) and Cotton Court Services Limited (hereafter referred to as “We”, “Our” and “Us”).

IMPORTANT INFORMATION:

THE USE OF THIS SERVICE WILL RELY ON THE AVAILABILITY OF YOUR OWN DEVICES, HARDWARE, PHONE DATA NETWORK AND INTERNET PROVIDER AT ALL TIMES – ANY RESTRICTIONS IN ANY OF THE ABOVE SERVICES OR DEVICES WILL ALSO LIMIT THE QUALITY OF THE SERVICE.

The terms, conditions, and notices contained in these Terms & Conditions must be agreed to and accepted without qualification or amendment in order to obtain the Service as defined below. By using the Service, you hereby agree in full to all terms and conditions of this Agreement. If you do not agree to these terms and conditions, then please do not access or use the Service.

If you begin the sign-up process but fail to complete the process, we may contact you in an effort to help you complete the process. You hereby authorise us to contact you in this circumstance even if you ultimately decide not to sign up to the Service.

1. Definitions

1.1 In this Agreement the following terms shall have the following meanings unless the context requires otherwise:

Act: means the Communications Act 2003.

Agreement: shall mean this document between Us and the You.

Application: means clevercalling.com and any other websites, administration tools and/or software applications to be provided by us, or our authorised partners, to you.

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

Business Day: means any day which is not a Saturday or Sunday or a public bank holiday in England.

Call: means a signal, message, voicemail or communication which can be silent, visual (including text and data) or spoken.

Caller: a person who ultimately uses the Service through the Customer.

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

Customer Information: means any information, including (without limitation) any routing destinations, images, audio, audio-visual, text or other information or content that relates to the Customer’s use of the Service.

Controller: has the meaning set out in GDPR.

Data Protection Legislation: in relation to any Personal Data which is Processed in the performance of this Agreement, the Data Protection Act 1998 and EU Data Protection Directive 95 / 46 / EC (prior to 25 May 2018), GDPR (on and after 25 May 2018), the Investigatory Powers Act 2016, Telecommunications (Lawful Business Practice), the Privacy and Electronic Communications Directive 2002 / 58 / EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003 / 2426), in each case together with all laws implementing or supplementing the same and any other applicable or equivalent data protection or privacy laws, and all other applicable law, regulations and codes of conduct relating to the processing of personal data and privacy, including the guidance and codes of practice issued by a relevant Supervisory Authority.

Data Subject: has the meaning set out in GDPR.

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

GDPR: the General Data Protection Regulation (EU 2016/679).

Inappropriate Content: any content that infringes any applicable laws, regulations or third party rights (such as, for example, material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights or the Act).

Intellectual Property Rights: means all intellectual property rights (including without limitation, patents, trademarks, copyrights, designs, rights in databases, user data, rights in and to know-how and Confidential Information (in each case whether registered or unregistered)) and any and all applications for the same.

International Number: means a Number outside of the United Kingdom which is available for international regions at an additional monthly charge to normal Numbers 

Insolvency Proceedings: means going into administration, administrative receivership, liquidation or receivership or becoming unable to pay debts as they fall due within the meaning of section 123 of the Insolvency Act 1986 or suffering any similar or analogous action in consequence of debt.

Network: means the network provided by us or any other third-party network supporting the Service.

Number: means any number specifically requested by or allocated to the Customer for the provision of the Service to Callers and includes International numbers.

Personal Data: has the meaning set out in GDPR and relates only to personal data, or any part of such personal data, in respect of which you are the Controller and in relation to which we are providing services under this Agreement.

Personal Data Breach: has the meaning set out in GDPR.

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

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

Service: the service provided to you by us as described above.

Service Fee: means any charge in respect of the Service levied by us from time to time to you.

Software: any software used by us, or any party acting on our behalf in fulfilling its obligations under this Agreement or otherwise.

Special Categories of Personal Data: those categories of data listed in Article 9(1) GDPR.

Supervisory Authority: means (a) an independent public authority which is established by a Member State pursuant to Article 51 GDPR; and (b) any similar regulatory authority responsible for the enforcement of Data Protection Legislation.

Third Party Information: means information, audio, video, graphics, sound, music, photographs, software, data, databases, records, and any other materials (in whatever form) not owned or generated by or on behalf of the Customer, published or otherwise utilised or made available using the Service.

Users: means any user within your business who you authorise to use this Service.

Usage Rates: means the charges incurred by you calculated against the usage based pricing which can be found at https://www.clevercalling.co.uk

VIP Number: means a Number available at an additional monthly charge to normal Numbers and it is purchased for a minimum period of 12-months in accordance with clause 5.7.

1.2 Clause and schedule headings do not affect the interpretation of this Agreement.

1.3 References to clauses and schedules are (unless otherwise provided) references to the clauses and schedules of this Agreement.

1.4 Words in the singular include the plural and in the plural include the singular.

1.5 A reference to a particular law is a reference to it as it is in force at the date of this Agreement taking account of any amendment, extension, application or re-enactment and including any subordinate legislation in force at the date of this Agreement made under it.

2. Our Obligations

2.1 We shall provide the Service to you in consideration for the due and timely fulfilment of the Customer’s obligations under this Agreement.

2.2 Use of the Service is at all times subject to the terms and conditions of this Agreement and by using the Service, the Customer confirms their acceptance of, and agrees to be bound by, this Agreement.

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

2.4 We shall provide reasonable endeavours to manage and maintain a professional Service, Network and Application.

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

2.6 We shall provide support to you for the Service via our help-desk and online knowledgebase.

3. Customer Obligations

3.1 The Customer may only use the Service for lawful purposes and at all times in accordance with the Act.

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

to send or receive any Inappropriate Content or any other information or material, any part of which, or the accessing of which or use of which would be a criminal offence or otherwise be unlawful;

to create any Artificial Inflation of Traffic in anyway;

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

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

3.3 The Customer warrants that Customer Information is and will remain accurate and will not include any Inappropriate Content or any other information or material, any part of which, or the accessing of which or use of which would be a criminal offence or otherwise unlawful including the breach of any Intellectual Property Rights of any other person. We reserve the right to remove such content from the Service, Application and Network where, in our sole discretion, we suspect such content to be in breach of this clause 3.3.

3.4 The Customer will be solely responsible for the accuracy, completeness, design, creation, maintenance, and updating thereof of all Customer Information. We shall not be liable for any errors or inaccuracies in any Customer Information

3.5 The Customer shall be responsible for obtaining all necessary licenses and consents required to use Service and the Customer warrants that such licences and consents have been obtained and will be subject in this regard to the indemnity at clause 12.

3.6 The Customer shall provide us with any assistance we require in relation to any query or enquiry in relation to the Service howsoever arising.

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

excessively and beyond what we deem is reasonable but will use its reasonable endeavours to actively promote the Service to its Callers;

in a way which imposes an unreasonable or disproportionately large load on our infrastructure or the Service;

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

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

3.8 The Customer will not sell or re-sell the Service to any third party.

3.9 The Customer will not use or associate the Service with any unsolicited telemarketing activities (“Spam”) and agrees to pay us a fee of £25 for each Spam complaint received by us. This will be charged for and applied to your Usage Rates and charged to the payment card you used to register for the Service.

3.10 The Customer warrants that the name, email address, phone numbers, postal address and payment information (where required upfront) that the Customer provides when the Customer registers for the Service is correct and the Customer agrees to update its account immediately in the event of any changes to such details.

3.11 The Customer warrants that it possesses the legal right and ability to enter into this Agreement and to use the Service in accordance with this Agreement.

3.12 The Customer confirms that the person contracting on behalf of the Customer has authority to bind the Customer in relation to the Customer’s purchase of the Service.

3.13 Any breach of this clause 3 by the Customer shall be deemed to be a material breach of this Agreement and shall entitle us to immediately terminate the Agreement and, for this purpose, it shall be irrelevant whether the Customer was aware of the content of any material so transmitted or not. Notwithstanding and in addition to clause 8, we may suspend the Service without notice with immediate effect if, in our reasonable opinion, the Customer is in breach of this clause 3 and we may refuse to restore the Service until the Customer gives us an acceptable assurance that there will be no further contravention.

3.14 The Customer is responsible for notifying any applicable terms of the Service to its Users and for ensuring that its Users comply with such terms.

3.15 In the event that we suspect that the Customer has breached this Agreement, at our absolute discretion we reserve the right to:

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

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

3.16  Each Customer must have their own Cotton Court account and sharing of user accounts is not permitted in any circumstances.

4. Warranties

4.1 Other than as cannot be excluded in law, we expressly exclude all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose in relation to the provision of the Service.

4.2 We do not warrant that the Service will be error and or virus free or operate without disruption or is compatible with all equipment and software configurations.

4.3 The full extent of our liability in respect of the provision of the Service is as set out in clause 10.

5. Service Specific Conditions

5.1 Number allocation – once you have registered for the Service you shall be allocated or can select from us your Numbers at random to use in conjunction with the Service and for your Callers to contact you on, in accordance with the terms of this Agreement.

5.2 Number usage – where the trial service is concerned (see clause 7.1), if you do not use the Service or your Number for a period of over 1-month we reserve the right to cancel the Service and re-allocate your Number back to stock for potential re-use by another party in the future.

5.3 Number testing – It is your responsibility to ensure that the Number works correctly when being diverted to the Customer Information and all equipment you have is in full working order.

5.4 Call and voicemail recording – subject to termination of this Agreement we will store any recorded Calls for as long as you state you need them accessible within the Application of the Service for that period only. Any recordings stored will be held in accordance with Data Protection terms specified in clause 13 and then deleted unless you download and store them yourself.

5.5 Number porting into the Service – should you wish to port any existing Number into the Service then you must contact us via info@cottoncourt.co.uk to complete the required consent paperwork to complete this process, we will then handle this for you. There may will be an admin charge payable but this will be agreed with you in writing prior to any number being ported.

5.7 Number porting away – should you wish to port any existing Numbers away from the Service then you must contact your new service provider to request this. We will typically receive instruction from them within 10-days to action this request. Prior to contacting your new provider, you will need to contact us at info@cottoncourt.co.uk  in order for us to provide the information necessary for you to submit to your new provider when initiating the port. We cannot however guarantee that your new service provider will have the ability to port in your Number. There will be an admin charge payable but this will be agreed with you prior to any number being ported.

5.8 Support –Should you need to raise a support query with us directly email info@cottoncourt.co.uk

5.9 Service related communications – we will send you updates about the Service, these will include new feature updates, service updates, support updates and other general communications at our discretion. If you do not want to receive these, you can opt-out at any stage.

5.10 Marketing communications – we will occasionally send you carefully selected marketing communications, if you do not want to receive these you can opt-out at any stage. Opting out of these marketing communications will not impact any Service related communications and you will still receive these

6. Charges

6.1 You agree to pay the Service Fee for your use of the Service at the prices disclosed in the Application.

6.2 You acknowledge that prices disclosed could be subject to change and we will do our best to notify you of such changes and provide you as much notice as possible. 

6.3 All pricing disclosed on the Application will be invoiced and paid in the currency you choose when signing up for the Service, and is exclusive of value added tax (VAT) or other sales, import or export duties or taxes (if applicable) and this will be added at the point of payment.

6.4 All charges and VAT invoices for the Service will be emailed to you.

6.5 When you first sign-up to the Service we will ask for your payment card information and, subject to clause 6.7, payments will be pre-authorised.

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

6.7 Invoices will, other that in respect of the period covering the free trial period, be for periods of one month and will be issued automatically by charging the account set up in Stripe. Changes made to your subscription during your monthly billing period will be calculated pro-rata for the remainder of the period and included on your next monthly invoice. If you cancel the Service through the Application you will automatically stop charges with effect from the end of the then current month and after settlement of that month’s charges based on Usage Rates and any pro-rata charges for changes made to your account during the month. Please note that your Service will not work if you do not have your account set up on Stripe and we will not be able to accept Calls on your Number through the Service.

6.8 We will not issue refunds for any reason on the Service.

6.9 If your Stripe account fails to make a complete payment to us or we experience any payment fraud chargebacks then we have the right to immediately suspend and/or terminate the Customer’s account and the Service shall immediately cease.

6.10 If the Customer subsequently makes a valid payment to us then the Service will be reinstated and we shall make all reasonable endeavours to restore all data collected by us for the Service provided to the Customer prior to a termination. If the Customer does not make a payment within 2 weeks then all such Customer data shall be deleted by us and the account terminated and Number(s) reclaimed by us and returned to stock for potential re-use by another person.

6.11 The Customer must not abuse or manipulate the free trial period and/or the billing period to avoid paying for any Service Fees due to us. If we suspect, at our absolute discretion, that the Customer is abusing such periods, we reserve the right to suspend and/or cancel the Customer’s use of, and access to, the Service without notice.

7. Service Provision

7.1 Our service level provisions are set out at www.cottoncourt.co.uk. The free trial is available on the Business Address with free phone number. Your first monthly payment will be collected one calendar month from your sign up date.  

7.2 The Free trial is a free service to which the terms and conditions set out herein shall apply save where not applicable. For the avoidance of doubt, the Free service is an inbound call only service and you will not be able to make outgoing calls using this service. 

7.3 Notwithstanding any other provision of these terms and conditions, if you do not choose to add card payment details before the end of the trial, your account will be suspended. You may add payment details up to 30 days post-trial period, at which point the account will activate immediately and the amount of Premium Features and Usage Rates will be invoiced in accordance with clause 6.7.

7.5 Should you terminate the free trial within the free trial period you will not be billed for any usage as all features enabled within the trial period are included within the trial.

8. Security

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

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

8.3 The Customer is responsible for the security and proper use of all user IDs, passwords, used in connection with the Service and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised persons.

8.4 The Customer must immediately inform us if there is any reason to believe that a user ID or password issued by us has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.

8.5 We reserve the right to suspend access to the Service if at any time we consider that there is or is likely to be a breach of security or if the Customer fails to comply with our instructions or requests in relation to security matters.

8.6 We reserve the right (at our sole discretion) to require the Customer to change any or all of the passwords used by the Customer in connection with the Service.

9. Term and Termination

9.1 To terminate the Agreement the Customer must either cancel the account through the by emailing info@cottoncourt.co.uk with formal confirmation of cancellation served in writing pursuant to clause 16 and we shall terminate the Agreement immediately during the free trial period or the then current month, as the case may be, subject, in the latter case, to being given seven days notice and to receipt of such written confirmation prior to this time.

9.2 If you terminate the Agreement of your own choosing then you will lose your Number(s) permanently.

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

9.3 We may terminate this Agreement, without notice, if you are in breach of any part of this Agreement or suffer Insolvency Proceedings, although your obligation to pay then current charges shall survive termination of this Agreement.

10. Limitation of Remedies and Liability: Your attention is particularly drawn to this clause

10.1 Nothing in this Agreement shall operate to exclude or limit either party’s liability for:

death or personal injury caused by its negligence; or

fraud; or

any other liability which cannot be excluded or limited under applicable law.

10.2 We shall not be liable to the Customer or any third party for any indirect, incidental, sequential or consequential loss or damages arising under this Agreement (including without limitation) loss of profits, business, earnings or opportunity arising under or in connection with this Agreement.

10.3 Other than as stated in clause 10.1, we shall not be liable to the Customer in contract, tort (including negligence) or otherwise in relation to this Agreement.

10.4 The provisions of this Agreement and the rights and remedies of the parties under this Agreement are cumulative and are without prejudice and in addition to any rights or remedies a party may have at law or in equity.

10.5 The Customer accepts that we are neither obligated nor able to edit, review or modify Customer Information or Third Party Information and that we do not examine the use to which the Customer puts the Service. However, we reserve the right to remove any Customer Information or Third Party Information if we reasonably believe such information breaches any laws or regulations or any third party´s rights.

10.6 We exclude all liability of any kind in respect of Customer Information, Third Party Information or any other material which can be accessed using the Service and are not responsible in any way for any goods (including software) or services provided advertised, sold or otherwise made available by means of the Service.

11. Third Party Transactions

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

11.2 The Customer agrees to indemnify and keep us indemnified from any claim brought by a third party resulting or arising from the Customer´s use of the Service, any breach of its obligations under clauses 3 and 4 of this Agreement by the Customer, our hosting of the Service, or any claim brought by a third party resulting or arising in any way from any Customer information or any other material provided by the Customer to us.

11.3 The indemnities at clause 12.2 includes all costs, expenses, damages, awards, fees (including reasonable legal fees) and judgments finally awarded against us arising from any relevant claims. Furthermore, the Customer agrees it will provide us with notice of such claims, gives us full authority to defend, compromise or settle such claims and to give all reasonable assistance necessary to defend such claims, at the Customer´s sole expense. We agree that any actions taken in respect of such claims will be taken in consultation with the Customer.

12. Data Protection

12.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

12.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and we the Processor of any Personal Data. We Process Personal Data in accordance with the following scope, nature and purpose:

Nature and purpose of the processing of Personal Data

In order that we can provide our Services to you in accordance with this Agreement

Subject matter of the Processing of Personal Data

For our provision of Services to you as our customer, as set out in this Agreement.

Duration of the Processing of Personal Data

The term of our contract with you in accordance with this Agreement, until we delete that data in accordance with this Agreement.

Categories of Personal Data being shared between you and us

Data relating to individuals provided to us by you or any person you authorise (or direct) to access or use the Services (or at your direction).

Types of Data Subject in respect of whom we Process Personal Data

The Data Subjects in respect of whom you use our Services and data is sent (or provided) to us through those Services, by you, at your direction or with your authorisation.

12.3 Each party confirms that it holds, and during the term of this Agreement will maintain, all registrations and notifications required in terms of the Data Protection Legislation which are appropriate to its performance of the obligations under this Agreement.

12.4 We will:

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

ensure that persons we authorise to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

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

subject to clause 12.4 i) and clause 12.5, not commission any subcontractor in respect of Processing Personal Data without your prior written consent (such consent not to be unreasonably withheld or delayed), and ensure that any such subcontractor we commission complies with the provisions of this clause 12 as if it was a party to this Agreement;

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

assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of Processing the Personal Data and the information available to us;

at your option, delete (to the extent practicable) or return all the Personal Data to you after termination of this Agreement or otherwise on your request, and delete existing copies (to the extent practicable) unless applicable law requires our ongoing storage of the Personal Data;

make available to you all information necessary to demonstrate our compliance with this clause 12d, and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you; and

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

12.5 Each party will notify the other party as soon as is reasonably practicable if it becomes aware of a Personal Data Breach relating to either party’s obligations under this Agreement.

12.6 You shall undertake appropriate data protection impact assessments to ensure that Processing of Personal Data complies with Data Protection Legislation. We will provide you with reasonable assistance, where necessary and upon your request, in carrying out any data protection impact assessment and undertaking any necessary prior consultation of the Supervisory Authority.

12.7 It is your responsibility to ensure that Personal Data is dealt with in a way that is compliant with Article 5(1) of the GDPR.

12.8 You shall ensure that:

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

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

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

you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this Agreement.

12.9 In the event that we:

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

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

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

12.11 You authorise our engagement of third parties as subcontractors for the purposes of Processing; in the event that we contract with such subcontractors in accordance with the requirements of Data Protection Legislation, your entry into this Agreement will constitute your prior written consent to that subcontracting by us in respect of the relevant Processing. Information about the subcontractors that we engage for Processing purposes can be found at www.circleloop.com/gdpr.

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

12.13 Please see our Privacy and Cookies Policy which forms part of this Agreement and set out how we Process certain personal data (as defined in GDPR) as a Controller.

12.14 Either party may, at any time on not less than 30 days’ notice, revise this clause 13 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).

13. Force Majeure

If either party is unable to perform any obligation under this Agreement because of a matter beyond that party’s reasonable control including, without limitation, lightning, flood, exceptionally severe weather, fire, explosion, war, acts of terrorism, civil disorder, industrial disputes (whether or not involving employees of either party), breakdown of plant or machinery, default of suppliers or sub-contractors or acts of local or central government or other competent authorities, or events beyond the reasonable control of suppliers to either party, that party will have no liability to the other for that failure to perform.

14. Confidentiality

14.1 Each party shall keep confidential (and ensure that its employees keep confidential) all information concerning the business, finances, technology, affairs, clients, marketing plans of the other party and other information which is identified as such or is confidential by its nature (including, but not limited to, the terms of this Agreement) (“Confidential Information”).

14.2 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

14.3 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, or in the case of us the employees of a any other group company or their suppliers who need to know the information. Confidential Information may not be disclosed to any other party without the written consent of the other party.

14.4 The obligations set out in this clause 15 shall not apply to Confidential Information which the receiving party can demonstrate, with written evidence, came into the public domain otherwise than through a breach of this clause 15 or which is required by law to be disclosed.

14.5 The obligations of confidentiality in this clause 15 shall not be affected by the expiry or termination of this Agreement, but will remain in effect for 2 years after the termination of this Agreement

15. Notices

A notice given under this Agreement:

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

15.2 shall be delivered by email with formal written confirmation served by hand or prepaid first class post to the registered office of the other party or to such other address as may from time to time be notified to the other party in writing.

15.3 Any notice given under this clause 16 shall be deemed to have been received:

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

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

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

16. Assignment

16.1 The Customer will not assign, resell, sublease or in any other way transfer the Service (or any element thereof), or any of its rights or obligations under the terms of this Agreement without our prior written consent.

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

16.3 We may assign or transfer its rights or obligations under this Agreement by written notice to the Customer.

17. Entire Agreement

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

17.2 You acknowledge that in entering into this Agreement you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement [and any agreement referred to herein/ our Privacy Policy, Terms of Application Use and Acceptable Use Policy]

17.3 No person or undertaking that is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of this Agreement.

17.4 The Customer may not vary this Agreement without the written consent of us.

17.5 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

17.6 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

17.7 Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting an enter party as agent of the other for any purpose whatsoever. No party shall have the authority to bind the other party or to contract in the name of, or create a liability against, the other party in any way or for any purpose.

17.8 This Agreement and any disputes or claims (whether contractual or non-contractual) arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.

17.9 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) that arises out of or in connection with this Agreement.

Business Address 

1. A completed application form and payment details will be required upon sign up. The first monthly payment will be taken one calendar month from the sign up date. 

2. Users may revise the service level/cease the package by giving Cotton Court no less than 1 calendar month’s notice. 

3. Excluding designated bank holidays, the opening hours of Cotton Court reception are 9am – 5pm Monday to Friday. 

4. Cotton Court will provide one mailbox and / or telephone line for a minimum period of one calendar month.

5. Cotton Court allows the user/s use of the specified telephone number and / or address only. The telephone answering services do not include the use of Cotton Courts main telephone number. Calls to your business phone number (if applicable)  will be answered between 09.00 – 17.00 Monday to Friday, excluding designated bank holidays.

6. For business address services, Cotton Court will provide one mailbox for the use of one company name. We reserve the right to refuse mail which is unclearly marked or does not include the company names specified on the mailbox.

7. In the event of non-payment or non-contact from you, or bailiffs, HM Collector of Taxes or other harassment occurring at our premises on your behalf, you authorise us to change the Registered Office to your own business address or last known trading address. If you trade from home or if we have no other address on file, we will use your home address. 

8. Mail held in your mailbox can be collected from reception during reception opening hours. We reserve the right to ask for identification and refuse collection of held mail by a non-specified person without prior arrangement. 

9. All forwarded mail is charged at the current Royal Mail franking rate with an added 20% handling fee. 

10. A member of the reception team will sign for small parcels/packets and special/recorded delivery mail addressed to the user/s unless otherwise instructed. 

11. 24 hours prior notice must be given for delivery of large parcels/packages. We reserve the right to refuse deliveries where prior notice has not been given and storage cannot be provided. 

12. We reserve the right to apply storage charges should the volume of mail received exceed the size of your mailbox (charged at 50p per day). 

13. Any parcels/packages that are delivered can be held for a maximum of 2 working days before being collected. Failure to comply with this may result in additional charges (charged at 50p per day). 

14. An email will be sent the same day any mail, including parcels/packets and / or special/recorded delivery post is received. Cotton Court reserves the right to make additional charges if the amount of mail exceeds reasonable levels or exceeds the allocated quota. 

15. Cotton Court reserves the right to upgrade existing packages should the User/s exceed the service limits stated. We will notify you of any changes to packages 14 days prior to any of these changes becoming effective.

16. User/s of Virtual office services must agree to utilise the facility in an honest and legal manner, and which does not compromise the reputation of Cotton Court. Cotton Court reserves the right to withdraw the service immediately, without prior warning if it is believed that false information has been supplied by the user/s, the services are being used for illegal purposes or if the reputation of Cotton Court is compromised in any way. 

17. The User/s must ensure that Cotton Court is informed of any changes to the information given upon the application form within 14 days of these changes becoming effective. 

18. Virtual Office payments will be collected by Stripe. If you do not set up the Stripe payment collection then a further admin charge will be incurred and your service will be cancelled. 

19. Cotton Court will use reasonable skill and care in providing the specified services. Except as provided in these terms and conditions we express disclaim, to the extent permitted by law any further representations, warranties, conditions or other terms, express or implied, by statute, collaterally or otherwise, including but not limited to implied warranties, conditions or other terms of satisfactory quality, fitness for a particular purpose or reasonable care and skill. In particular, we shall not be liable to you for any mistakes made in connection with the mailbox services. Cotton Court will not accept responsibility for any loss and or damage of mail. 

20. We may change or supplement these terms and conditions, including the charges. We will ensure that any such changes or supplements are made reasonably apparent to you at least 14 days in advance. 

21.Please note, only persons that are authorised will be able to collect mail for your company. We are unable to give mail to any unauthorised persons without written permission. 

22. We are committed to providing you with high-quality services. However, in the unlikely event that you should have a complaint please contact info@cottoncourt.co.uk  

23. If we receive a notification that your Stripe mandate has been cancelled, your virtual office will be suspended with immediate effect.