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Terms of Service

(1) The person whose details appear in the Order Form ("the customer")

1. The following phrases shall have the following meanings:
Seven Software Ltd to be known as hence and thereafter as 7S
"Authorised Use Policy" means the Authorised use Policy of 7S at www.7soft.co.uk which is incorporated in this Agreement and made part of it by reference from time to time by 7S in its discretion;
"Commencement Date" means the date ;
"Customer's Web Pages" means the Customer's web pages on the Web Site including all text, graphics, data, files, information and other content stored electronically and access to which is made available to third parts via the internet;
"Documents" means the user manuals, digital images, stock photographs, clip art and other artistic works and fonts, and all other materials provided to the Customer;
"Fees" means the fees of 7S as specified in the Order Form together with any other charges made pursuant to this Agreement;
"Hosting Services" means the provision to the customer of the Web Space on the Server to host the Customer's Web Pages as set out in the Order Form
"Initial Period" means twelve months from the commencement Date or as stated in the Order Form;
"Order Form" means the 7S sales invoice attached to this agreement;
"Server" means the Server specified in the Order Form
"Services" means any service provided by 7S to the Customer under this agreement as agreed from time to time and/or more particularly set out in the Order Form and includes the provision of web hosting services with 99.6% availability, 10 GB/month bandwidth and 5 Gb capacity
"Service Fees" means the fees for supplying the Services as set out in the Order Form
“Software” means the Content Management System
"Web Site" means the www site and content management system at the address recorded in the Order Form at which text, graphics, data, files and information are stored electronically on web pages access to which is made available to third parties via the internet;
"Web Space" means the agreed amount of space including an allocation of storage space on the Server and a bandwidth allocation to be provided to the Customer for the Customer's Web Pages as set out in the Order Form;

2. The Services
2.1 In consideration of the Customer paying the Fees in accordance with Clause 6 7S shall provide the Software, The Services, and any Documents to the Customer in accordance with this Agreement.
2.2 7S grants the Customer the exclusive use of the web-site operating under the agreed URL addresses and to use the Software installed to provide the services agreed for the web-site. 7S does not allow the Customer (or any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software.
2.3 The Customer agrees not to modify the Software in any manner or form, or to use non-7S modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorised access to any of the Services. The Customer agrees not to access any of the Services by any means other than through the interface provided by 7S.
2.4 The Customer agrees not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of the Services, use of the Services, or access to the Services.

3. 7S's Rights and Obligations
3.1 7S shall use its reasonable endeavors to supply the Software and the Services.
3.2 The Customer agrees that 7S may vary the terms and specifications (including any charges and Fees) relating to any recurring aspect of the Services or the Software by giving two month's notice in writing.
3.3 In the event that access to the Customer's Web Pages exceeds the permitted bandwidth (on 5 consecutive days within any 1 month period) or storage allocation of the Web Space as provided in the Order Form 7S after giving 1 weeks notice in writing shall be entitled to:
3.3.1 suspend access to the Customer's Web Pages if payment is not received within a month of movement to higher hosting service;
3.3.2 move the Customer's Web Pages and/or the Web Site to a high performance service (with the associated increased cost of service) or
3.3.3 request in writing that the Customer's WebPages are moved to another server, within 1 month of the date of the written request,
3.4 Notwithstanding any other provision 7S shall be entitled with notice at any time to change the bandwidth or storage allocation of the Web Space and to make any changes to the Services which are necessary to comply with any applicable safety, security, or other statutory requirements,

4. Customer's Rights and Obligations
4.1 The Customer is responsible in all respects for the contents of the Customer's Web Pages and the Customer hereby undertakes that it shall at all times comply with the Authorised Use Policy and that any and each individual screen display contained in the Customer's Web Pages does not and will not violate any applicable law or the rights of any third party.
4.2 The Customer shall obtain and be responsible for obtaining and complying with all necessary legal permissions for any material it includes on the Customer's Web Pages
4.3 The Customer shall:
4.3.1 ensure that any of the Customer's Web Pages liable to offend or containing links to inappropriate material must display a visible warning as to the nature of its contents on the page preceding the screen display containing any such material;
4.3.2 Include such acknowledgement as requested by 7S from time to time at the end of the customer’s website subject to the final approval of the Customer with regard to all elements of style.
4.4 If 7S has failed to provide Services in accordance with Clause 3.1, the Customer will have the right to give 1 month’s written notice to terminate this agreement
4.5 The Customer will also have the right to give 1 month’s written notice to terminate this agreement following the events of Clause 3.2, 3.3 and 3.4
4.6 The customer can rescind the agreement if they do not agree to the agreement changes.

5. Remedies
5.1 7S shall not exercise any editorial control in respect of the Customer's Web Pages.
5.2 If the Customer's Web Pages are in breach of the Authorised Use Policy and contains inappropriate content 7S shall be entitled to:
5.2.1 suspend access to the Customer's Web Pages for such period until the breach has been remedied;
5.2.2 remove all or any part of the Customer's Web Pages from the Server relating only to the breach of the authorized use policy; and/or
5.2.3 delete all or any data, files or other information that is stored in the Customer's Web Pages relating only to the breach of the authorized use policy.
5.3 The Customer agrees to indemnify and hold 7S harmless from any claim or demand resulting in legal costs made by any third party due to or arising out of the Customer's violation of this Agreement of the Customer's violation of the rights of another.

6. Financial provisions
6.1 7S shall be entitled to invoice the Fees to the Customer in advance for the Services on the basis set out in the Order Form commencing on the Commencement Date. The customer shall pay the fees due and any additional sums without any set offor other dedustion within 30 days of the date of invoice.
6.2 All charges of 7S are exclusive of any Value Added Tax which shall be payable by the Customer
6.3 All and any Fees levied by the domain regulatory authorities in relation to the registration or administration of the Customer's domain name will be invoiced separately to the Customer by 7S and will be payable by the Customer immediately upon receipt of the invoice.
6.4 7S shall be entitled to suspend all or any part of the Services or the Customer's copy of the Software if the Customer fails to pay any sums due to it by the due date under the Agreement and to charge interest at the rate of 4% above the base rate of Barclays Bank PLC from the date of due payment until the date of actual payment.

7. Warranties
7.1 7S warrants to the Customer that the Software and Services will be provided using reasonable skill and care.
7.2 The Customer agrees and acknowledges that the warranties provided by 7S under this clause do not extend to any defect, error, omission, or other thing over which 7S has no control.
7.3 The Customer shall be responsible for ensuring that its own computer systems use the latest virus detection software and firewalls and are properly backed up at all times.
7.4 The terms of this Agreement are in lieu of all warranties, conditions, terms, and undertakings and obligations (including, but not limited to, any implied warranty as to satisfactory quality or fitness for a particular purpose) express or implied by statue, common law, trade usage, course of dealing or otherwise all of which are hereby excluded to the full extend permitted by law.

8. Liability
8.1 Nothing in this Agreement shall limit 7S's liability to the Customer for death or personal injury resulting from 7S's negligence or malice.
8.2 SUBJECT TO THE OTHER PROVISIONS OF THIS CLAUSE 8, 7S'S ENTIRE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT (WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE) SHALL NOT EXCEED THE AGGREGATE OF FEES PAID BY THE CUSTOMER OR THE COSTS TO RETURN THE CUSTOMER TO THEIR PREVIOUS POSITION PRIOR TO THE ACT OF NEGLIGENCE OR OTHERWISE ON 7Ss BELALF THAT CAUSED LOSS TO THE CUSTOMER WHICHEVER IS THE GREATER.
8.3 NOTWITHSTANDING CLAUSE 8.2, 7S SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON FOR OR IN RESPECT OF:
8.3.1 ANY LOSS OF GOODWILL, PROFIT, REVENUE, CONTRACTS, BUSINESS OR OTHER INTANGLIABLE, OR;
8.3.2 DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES; OR
8.3.3 ANY SPECIAL, ADDITIONAL OR EXEMPLARY DAMAGES;
(INCLUDING BUT NOT LIMITED TO, DEFECTS OR DELAYS IN TRANSMISSIONS OR ANY FAILURE OF THE INTERNET) OR THE CUSTOMER'S ACCESS TO THE CUSTOMER'S WEB PAGES OR THE WEB SITE OR USE THEREOF FOR ANY PURPOSE WHATSOEVER OR FOR ANY RELIANCE UPON OR USE OF INFORMATION, SERVICES OR GOODS, ACQUIRED, PURCHASED OR SUPPLIED ON OR THROUGH THE CUSTOMER'S WEB PAGES OR THE WEB SITE. IN NO SUCH CIRCUMSTANCES SHALL 7S BE LIABLE FOR ANY ACCESS TO OR FAILURE TO ACCESS THE WEB SITE OR THE CUSTOMER'S WEB PAGES BY ANY THIRD PARTY. THE CUSTOMER AGREES THAT IT IS SOLELY RESPONSIBLE FOR THE OPERATION OF ITS WEB SITE, ITS CONTENT, AND THE CUSTOMER'S RESPONSIBILITIES TO ITS OWN USERS AND CUSTOMERS OF ITS WEBSITE.
8.4 WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, 7S SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY LOSS OR FAILURE BY THE CUSTOMER TO USE THE LATEST VIRUS DETECTION SOFTWARE OR FIREWALLS OR TO KEEP FULL AND UP TO DATE SECURITY COPIES OF SOFTWARE AND DATABASES IN ACCORDANCE WITH BEST COMPUTING PRACTICES.

9. Links
7S shall be permitted by client agreement to establish a hypertext link from its own Internet site to the Customer's Web Pages and Web Site.

10. Termination
10.1 Subject to early termination under this Clause 10, this Agreement shall come into force on the Commencement Date, shall continue in force for the Initial Period, and shall continue thereafter unless and until terminated by not less than 60 days notice by either party.
10.2 7S may terminate this Agreement immediately by notice if:
10.2.2 The Customer fails to pay the Fees by the due date;
10.2.3 The Customer is in material breach of any of the terms of this Agreement and, in the case of a material breach capable of remedy, has failed to remedy that breach to 7S's reasonable satisfaction within 30 days of receipt of notice specifying the breach and requiring its remedy;
10.3 Upon termination of this Agreement for whatever reason all outstanding Fees, other charges and expenses owed by the Customer to 7S shall forthwith become due and payable.
10.4 Upon the termination of this Agreement for any reason:
10.4.1 7S shall forthwith cease to provide the Services; and
10.4.2 The Customer shall, upon a written demand, pay to 7S all costs, expenses and disbursements incurred by 7S as a result of the termination of this Agreement, save where such termination is properly made under Clause 10.1 and 7S is the defaulting party.
10.4.3 7S shall, upon a written demand, pay to the Customer all costs, expenses and disbursements incurred by the Customer as a result of the termination of this Agreement, save where such termination is properly made under Clause 10.1 and the Customer is the defaulting party.

11. Assignment and Sub-contracting
11.1 7S shall be entitled to sub-contract the performance of an or all of its obligations under this Agreement, and to assign all or any of its rights and obligations under this Agreement. Without prejudice to the generality of the forgoing, 7S shall from time to time in its absolute discretion select the server with no interruption to service.
11.2 The Customer shall be entitled to sub-contract the performance of an or all of its obligations under this Agreement, and to assign all or any of its rights and obligations under this Agreement.

12. Force Majeure
7S shall not be liable to the Customer for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion and industrial action or the action of any third parties on the Internet or the introduction of any virus or other contaminant.

13. Notices
Any notices required or permitted under the terms of this Agreement or required by statue, law or regulation will (unless otherwise provided) be in writing and delivered in person, sent by facsimile or registered mail (properly posted and fully prepaid in an envelope properly addressed) to the respective addresses of the parties a set out in this Agreement, or to such other address or facsimile number as may from time to time be designated by notice to the other party. Any such notice shall be deemed to have been given on the day of delivery or if sent by facsimile on the day of dispatch.

14. General
14.1 Any delay, forbearance or indulgence by either party in exercising any right, power or remedy under this Agreement shall not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time.
14.2 If at any time any provision of this Agreement is or becomes invalid or illegal in any respect, such provision shall be deemed to be severed from this Agreement
14.3 This Agreement sets out the entire agreement and understanding between the parties concerning its subject matter. In particular, but with limitation, the Customer warrants and represents that in entering into this Agreement it has not relied upon any statement or fact or opinion made by 7S or its officers, servants or agents which has not been included expressly in this Agreement or proposal and additional agreements via email. The Customer irrevocably and unconditionally waives any right it may have:
14.3.1 to claim damages for breach of any warranty not contained in this Agreement
save in each case where such misrepresentation or warranty was made fraudulently.
14.4 This Agreement may not be amended, modified, varied, or supplemented except in writing signed by or on behalf of 7S and the Customer
14.5 Nothing in this Agreement shall create or be deemed to create a partnership, or the relationship of employer and employee or principal and agent between the parties.
14.6 Any person who is not a party to this Agreement shall have no right to enforce any term of it against the 7S under the Contracts (Rights of Third Parties) Act 1999.

15. Indemnity
The Customer hereby undertakes to 7S that the Customer will, without prejudice to any other right of action which 7S may have, at all times keep 7S fully and effectively indemnified against any liability (which liability shall include, without limitation, all losses, costs, claims, expenses, demands, actions, damages, legal and other fees and expenses on a full indemnity basis) which 7S may suffer or incur as a result of, or by reason of, any breach or non-fulfillment of any of the Customer's obligations under this Agreement, any breach of third party intellectual property rights or the use of the Software or the Services.

16. Law
This Agreement shall be governed by the laws of England. The parties hereby irrevocably submit to the exclusive jurisdiction of the English Courts.

17 Cancellation and refunds
17.1 Fees prepaid for development, setup and Software licenses are non-refundable.
17.2 7S reserve the right to cancel the hosting service at any time. In this event customers will be entitled to a pro rata refund based upon the remaining time period of rental. If a customer contravenes 7S's terms of service a refund will not be issued in the event of a cancellation.
18. Bug fixes and reconnection
Whilst the customer accepts that the website may have bugs and experience connection issues as per pervious clauses, 7S will assure that the afore mentioned be remedied as a matter of urgency, ensuring that the service provided to the customer is as error free as can reasonably be expected.