The Agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.
Cirro will charge the Customer for the Products and Services at the prices specified on the Cirro website or in a Sales Quotation.
Payment for supply of services is payable 30 days in advance unless a longer term has been specifically agreed with you in writing. Cirro will supply you with a bill in advance, normally electronically unless otherwise agreed.
Call charges will be billed and due monthly in arrears, upon commencement of services a prepaid deposit may be required before the service commences, charges to be deducted from the final bill on cessation of the agreement and services. Any excess amount of deposit greater than the final bill will be refunded accordingly to you. If during the contract period you exceed the call deposit value, we reserve the right to apply for an interim contract payment to cover the cost of calls already incurred within that period.
Failure to pay on time:
- will result in late payment fees being applied to the outstanding amounts.
- may result in Cirro making changes to the Payment Terms
- may result in Cirro suspending your Services
Sales Quotations and Pricing listed by Cirro will excluded VAT unless otherwise stated.
Intellectual Property Rights
Title, ownership and intellectual property rights of the Products and Services supplied by Cirro, shall soley remain with Cirro and its affiliates.Such ownership and intellectual property rights shall be acknowledged and no actions will be taken to jeopardize, limit or interfere in any manner with the ownership of or rights with respect to the Products and Services. Upon termination, all copies of the Products shall be destroyed by the licensee.A licensee of the Products and Services shall without delay inform Cirro of any infringement or suspected infringement of the intellectual property rights with respect to the Products or Services. Cirro is however not obliged to defend such rights.Cirro’s trademarks and trade names shall be used when marketing the Products. The right and obligation to such use is non-exclusive and limited to the period of the applicable license agreement.
Prohibited Use of Products
The Customer may not:
- Remove any copyright or other proprietary notices on the Product;
- Copy the Product, or documentation belonging to it, except for back-up and disaster recovery purposes;
- On all authorised copies reproduced by the licensee according to this sub-section, there shall be included proprietary, copyright, trade secret and warning legends, in the same form and location as any legend appearing on the original from which the copies are made, or in any other form and location specified by Cirro from time to time in writing;
- Decompile, reverse engineer or otherwise attempt to derive the source code to the Products or Services;
- Configure the Products or Services for usage by more than the number of objects specified in the relevant order. Such objects include, without limitation, installations, users, servers, mobile devices, smartphone, IP phones, softphone, connectivity, extensions, nodes, agents and ports;
- Sell or otherwise assign the Products or Services or the documentation belonging to it.
Changes to the Service
Cirro may at any time make changes to the Services, such changes may include Product or Service updates or enhancements and may require you the Customer to make Software updates on Customer Devices. Cirro will always look to minimise the risk of any disruption to the Service.
- The Customer is obliged to keep up to date and make such updates to Customer Devices as requested by Cirro.
- Such updates will be made by the Customer in a timely manner.
Cirro does not warrant that the Product will operate in combinations other than as specified in the specification of the Product or that the operation of the Product shall be uninterrupted or error-free.Cirro expressly disclaims any and all warranties, whether express or implied, except as specifically set forth in this Agreement. Cirro disclaims all other warranties and conditions, express, implied or statutory, with respect to the Product, including but not limited to those of merchantability, satisfactory quality or fitness for a particular purpose.
Limitation of Liability
Cirro’s total liability for claims relating to the Products and Services, whether for breach or in tort, shall be limited to the price or fees paid by the licensee for the affected Products and Services during the last six (6) months preceding the claim. To the extent permitted by applicable law, Cirro shall in no event be liable for loss of business, revenue, profits, use, data, or other economic advantage or for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of the Product license agreement, however it arises, whether for breach of the Product license agreement or in tort.
Cirro offer a number of Services with varying Minimum Terms, each service term will be specified in a sales quotation, unless otherwise specified the minimum term is 12months from the when a service becomes active.
You can send an email or write to us at our published address to give notice at any time during the live contract period. Upon giving notice the contract will effectively be cancelled from the end of the current contract period (The Minimum Term as detailed in your Sales Quote). Pre-paid payments for services to the end of the current contract period of normally 30 days are non-refundable and any call charges incurred in excess of the deposit will be due at the end of the contract period.
- Early Termination of this Agreement will be subject to charges
Cirro may terminate this agreement or may cancel or suspend Services without notice if:
- the Customer becomes Insolvent; or
- the Customer fails to make any payment when it is due under the Terms of Service after receiving seven days written notice to do so from Cirro; or
- the Customer commits a breach of any material obligation under the Terms of Service and (in the case of a remediable breach) fails to remedy the breach after receiving 30 days written notice to do so; or
- Cirro is not permitted by law to continue to provide the Services or is requested by a Government body or official to cease or suspend services; or
- the Customer exceeds any limit stipulated by Cirro and the Customer does not ensure that it comes within the limit after Cirro LTD has made a demand for the amount of the stipulated limit.
Neither party will be obliged to carry out any obligation under the Contract (other than the Customers obligation to pay under clause 7) where performance of such obligation is prevented due to any cause beyond the first party’s reasonable control, including but not limited to, any act of God, severe weather, failure or shortage of power supplies, flood, drought, lightning or fire, labour shortage or labour dispute, the act or omission of Government, highways authorities, other telecommunications operators or administrations or other competent authority, the obstruction by a third party of line of sight between microwave installations, war, military operations, or riot, or difficulty, delay or failure in manufacture, production or supply by third parties of the Services or both resulting from the same or a similar type of force majeure event.