PLEASE NOTE THAT THE SERVICE DOES NOT SUPPORT USE FOR ANY EMERGENCY SERVICE CALLS. ANY CALLS YOU NEED TO MAKE OF THIS NATURE SHOULD BE MADE FROM YOUR NEAREST LANDLINE OR MOBILE PHONE THROUGH YOUR PHONE NETWORK PROVIDER. IN USING YOUR NEAREST FIXED LINE OR MOBILE PHONE TO MAKE EMERGENCY CALLS WILL ENSURE THAT THE EMERGENCY SERVICES AUTOMATICALLY HAVE THE MOST ACCURATE DATA ON YOUR CALLING LOCATION.
THE USE OF THIS SERVICE WILL REPLY 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 QUALIY 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.
1.1 In this Agreement the following terms shall have the following meanings unless the context requires otherwise:
Agreement: shall mean this document between Us and the You.
Act: means the Communications Act 2003.
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.
Data Controller: has the meaning set out in section 1(1) of the Data Protection Act 1998.
Data Subject: an individual who is the subject of Personal Data.
Emergency Call: means a Call from a Caller to the emergency services made by dialling 999 or 112.
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.
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(s) : means any numbers specifically requested by or allocated to the Customer for the provision of the Service to Callers.
Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Company is the Data Controller and in relation to which the Processor is providing services under this Agreement.
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 section 1(1) of the Data Protection Act 1998.
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.
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.circleloop.com/pricing
Website: means Circleloop.com and any other websites, administration tools and/or applications to be provided by us, or our authorised partners, to you.
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 Website.
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 Website:
a) 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;
b) to create any Artificial Inflation of Traffic in anyway;
b) 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.
c) 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, Website 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 permit us to document you as a client case study or reference client and to use your name in any publicity material we may produce without first referring any such material to you for approval.
3.7 The Customer shall provide us with any assistance we require in relation to any query or enquiry in relation to the Service howsoever arising.
3.8 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.
3.9 The Customer will not sell or re-sell the Service to any third party.
3.10 The Customer will not use or associate the Service with any unsolicited telemarketing activities ("Spam") and agrees to pay 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.
3.11 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.
3.12 The Customer warrants that it possesses the legal right and ability to enter into this Agreement and to use the Service in accordance with this Agreement.
3.13 The Customer confirms that the person contracting on behalf of the Customer has authority to bind the Customer in relation to the Customer's purchase of the Service.
3.14 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.
3.15 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.
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 "Starter" service is concerned (see clause 7.1), if you do not use the Service or your Number for a period of over 6-months 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 Website 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 Emergency calling -you will NOT be able to make Emergency Calls from the Service. We would always advocate using the nearest fixed line or mobile telephone to make Emergency Calls to ensure the emergency services automatically have the most accurate data on your calling location.
5.6 Number porting into the Service - should you wish to port any existing Number into the Service then you must contact us via email@example.com to complete the required consent paperwork to complete this process, we will then handle this for you. There will be an admin charge payable of at least £10 per number 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. There will be an admin charge of £25 per Number migrated away from the Service which will be deducted from your Credit Balance and/or charged to the payment card used to register for the Service.
5.8 Support - we will provide you with support facilities for the Service through the Website, however, should you need to raise a support query with us directly just email firstname.lastname@example.org.
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 occasional 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.
6.1 You agree to pay the Service Fee for your use of the Service at the prices disclosed on the Website.
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 providing you as much notice as possible. We, as additional features to the Service, will add to the things which you can pay for within the Service Fees. These will always be features you are in control of and you can use them or not as you prefer.
6.3 All pricing disclosed on the Website will be invoiced and paid in Great British Pounds sterling (GBP £) and is exclusive of value added tax (VAT) 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 and copies will also be provided on the Website for you to access.
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 traffic, Usage Rates and amend and/or update Customer Information on the Website.
6.7 Invoices will, other that in respect of the period covering the 7 day free trial period, be for periods of one month and will be issued automatically by charging the payment card used to register for the Service on the date of such invoice. We will send you an invoice for this each time and if you cancel the Service through the Website 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. Please note that your Service will not work if you do not have a valid credit card with us and you 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 payment card fails to make a complete payment to us or we experience any payment card fraud and/or 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 re-instated 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 reclaimed by us and returned to stock for potential re-use by another person.
7. Service Provision
7.1 We offer several levels of service provision as set out in https://www.circleloop.com/pricing known and the "Pro" and "Standard" Tariffs. We also offer a "Starter" service which is operated in conjunction with selected partners and/or promotions.
7.2 The Starter service 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 Starter service is an inbound call only service and you will not be able to make outgoing calls using this service.
7.3 The Standard and Pro services are paid for services, chargeable monthly as per the latest pricing lists set out at https://www.circleloop.com/pricing . Clause 6 of these terms and conditions apply to the Standard service tariff except that there is a 7 day free trial which is provided without charge except for Premium Features and out going call facilities which will be charged as per the Usage Rates set out at [ https://www.circleloop.com/pricing .
7.4 Notwithstanding any other provision of these terms and conditions, if you do not terminate the free trial within the 7 day period the provisions of clause 9.1 will apply 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 7 day free trial period you will be billed for all Premium Features and Usage Rates and such charges taken from the credit card use to register for the Service. This will not apply to the Pro plan which includes all UK mobile and landline calls.
7.6 If you add new Users into the Standard service then these will be charged for monthly in advance at the time you add them into the Website. In the following billing months any new User charges will be consolidate into a single bill combining both monthly fees, any Premium Features and any usage based on the Usage Rates.
8.1 The Customer shall not attempt to circumvent system security or access the source code of the Software or the Website of the Service.
8.2 The Customer shall keep confidential any passwords or other security information relating to the Software or the Website 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 The Customer must not change or attempt to change a user ID, password or other security device issued by us unless authorised to do so. If the Customer forgets or loses a user ID, password or other security device issued by us, the Customer must contact us immediately and then complete such security checks as we deem appropriate.
8.6 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.
8.7 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 notify either cancel the account through the Website process or by emailing email@example.com with formal confirmation of cancellation served in writing pursuant to clause 18 and we shall terminate the Agreement at the end of the 7 day 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 invoice 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 you 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:
a) death or personal injury caused by its negligence; or
b) fraud; or
c) 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.
10.7 Our aggregate liability to you under this Agreement shall in no event exceed an amount equal to the Service Fees charged to you in the preceding 6-month period.
11. Intellectual Property Rights
11.1 All Intellectual Property Rights in Customer Information ("Customer Intellectual Property") are and shall remain the property of the Customer and its licensors.
11.2 Except as provided for at clause 11.1, all Intellectual Property Rights in the Service and/or the Software, Website, Service sand any supporting or associated material relating to the Software, the Website or the Service developed by us in fulfilling our obligations under this Agreement or in connection with this Agreement, whether the Software, the Website or the Service or material is particular to the Customer or not, and any other material provided to or made accessible to the Customer by us as a result of this Agreement ("Our Intellectual Property") are and shall remain our sole property.
11.3 The Customer grants to us a non-transferable, royalty free licence to use the Customer Intellectual Property for the purposes of performing our obligations under this Agreement.
11.4 We grant the Customer a non-transferable, non-exclusive, royalty free licence to use Our Intellectual Property for the purposes of performing your obligations to us under this Agreement.
12. Third Party Transactions
12.1 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.
12.2 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.
12.3 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.
13. Data Protection
13.1 The parties acknowledge that for the purposes of the Data Protection Act 1998, the Customer is the Data Controller and we are the data processor in respect of any Personal Data.
13.2 We shall process the Personal Data only in accordance with your instructions from time to time and shall not process the Personal Data for any purpose other than those expressly authorised by you.
13.3Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
13.4 We warrant that, having regard to the state of technological development and the cost of implementing any measures, we will:
(a) take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
(i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
(ii) the nature of the data to be protected.
(b) take reasonable steps to ensure compliance with those measures.
13.5 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 any of its obligations under this Agreement.
13.6 You acknowledge that we are reliant on you for direction as to the extent to which we are entitled to use and process the Personal Data. Consequently, we will not be liable for any claim brought by a Data Subject arising from any action or omission by us, to the extent that such action or omission resulted directly from your instructions.
13.7 We may authorise a third party (sub-contractor) to process the Personal Data provided that the sub-contractor's contract:
(a) is on terms which are substantially the same as those set out in this Agreement; and
(b) terminates automatically on termination of this Agreement for any reason.
14. 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.
15.1 Each party shall keep confidential (and ensure that its employees keep confidential) all information concerning the business, finances, technology, affairs, clients, marketing plans of the other party and other information which is identified as such or is confidential by its nature (including, but not limited to, the terms of this Agreement) ("Confidential Information").
15.2 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
15.3 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, or in the case of us the employees of 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.
15.4 The obligations set out in this clause 15 shall not apply to Confidential Information which the receiving party can demonstrate, with written evidence, came into the public domain otherwise than through a breach of this clause 15 or which is required by law to be disclosed.
15.5 The obligations of confidentiality in this clause 15 shall not be affected by the expiry or termination of this Agreement, but will remain in effect for 2 years after the termination of this Agreement
A notice given under this Agreement:
16.1. shall be in writing in the English language (or be accompanied by a properly prepared translation into English);
16.2 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.
16.3 Any notice given under this clause 16 shall be deemed to have been received:
(a) if by email, on receipt of the email subject to receipt of formal written confirmation in due course; or
(b) 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
(c) on the second Business Day from and including the day of posting in the case of pre-paid first class post.
17.1 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.
17.2 Contravention of this restriction in any way, whether successful or not will entitle us to terminate the Service and/or the Agreement immediately.
17.3 We may assign or transfer its rights or obligations under this Agreement by written notice to the Customer.
18. Entire Agreement
18.3 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.
18.4 The Customer may not vary this Agreement without the written consent of us.
18.5 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.
18.6 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.
18.7 Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting enter party as agent of the other for any purpose whatsoever. No party shall have the authority to bind the other party or to contract in the name of, or create a liability against, the other party in any way or for any purpose.
18.8 This Agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.
18.9 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.