Application and Entire Agreement
1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by 7Q Ltd, a company registered in England and Wales under number 15860920, whose registered office is Business Box, 3 Oswin Road, Leicester, LE3 1HR (we or us or Service Provider) to the person buying the services (you or Customer).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier), and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
a) Where a customer sign up form or agreement summary is signed, any commercial items stated in that document, such as price, duration and start date, shall take precedence over these Terms for those items only. These Terms otherwise apply in full.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation
4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6. Words imparting the singular number shall include the plural and vice-versa.
7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with our quotation, proposal and customer sign up form, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
a) Where Services are provided on a monthly or retainer basis, preparatory work may be carried out in the first month for delivery in subsequent months, and items may be scheduled in advance. Your delays or failure to engage do not defer invoicing or entitle you to a refund for preparatory or scheduled work.
8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; However, time shall not be of the essence in the performance of our obligations.
9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
Customer Obligations
10. You agree to provide timely information, approvals and attendance at scheduled meetings necessary for delivery of the Services. Delays, non-attendance or lack of response may result in us pausing or rescheduling work.
Fees, Deposit and Initial Payment
11. The fees (Fees) for the Services are set out in the quotation and will be billed monthly in advance of the services being provided.
12. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services. We commit to providing you up front notice of planned additional expenses in order that you may decline.
13. You may request additional services provided by us that are not specified in the quotation in accordance with our then prices in effect at the time of performance or such other rate as may be agreed between us.
14. The Fees quoted are subject to VAT in accordance with the laws of England and Wales.
15. We will invoice you a month in advance for our work. E.g. if we start on 1 July we will invoice you 1 July.
16. We may request a deposit from you to begin our services dependent on the work involved. We will notify you in our quotation of this.
17. If deposit payments are late or not forthcoming we reserve the right to pause activities until resolved.
a) We reserve the right to suspend provision of the Services immediately if any invoice remains unpaid after its due date. Suspension is without liability on our part and does not affect your obligation to pay Fees for the minimum term and for any work already performed.
b) Suspension under this clause 17a does not itself terminate the Contract. Fees continue to fall due during any period of suspension unless we agree otherwise in writing.
Commitment, Cancellation and Amendment
18. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 30 days from the date of the quotation, (unless the quotation has been withdrawn).
19. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
20. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
a) Any requested change to the scope of Services will follow a change control process. We will confirm in writing any impact on Fees, timescales or deliverables before such changes take effect.
21. If, due to circumstances beyond our control, including those set out in the clause below (circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
22. The contractual duration will be as stated in the individually signed agreement during customer onboarding. After the initial contract period, you can cancel our services with 1 month’s notice from the next invoice date. For example, if you are billed monthly at the start of the month and serve notice halfway through the month, your notice period will be 1 month from the next invoice date. This allows us to complete the current month’s services and manage a smooth handover. If, in the very unlikely event, you cease activities with us before the minimum term agreed in your signed agreement, you agree to pay the remaining fees for that period.
a) If you indicate that you do not intend to continue with the Services, we may treat this as repudiatory breach of contract and claim damages, including the remaining contract value.
b) Unless the individually signed agreement states a different term, the default minimum term for monthly Services is twelve months with a nine month break clause. Either party may give one month’s written notice after the eighth month so that termination takes effect at the end of the ninth month.
c) Notices of termination or break must be in writing and sent to the contact email stated on the quotation or sign up form, and take effect from receipt.
d) If the Contract ends early due to your non-payment, material breach or repudiation, the Fees for the remainder of the applicable minimum term up to the effective termination date shall become immediately due and payable, less any costs we reasonably save by not performing the Services after termination.
Payment
23. We will invoice you for payment of the Fees either:
(1) Ahead of our services in that given month (e.g. February’s work will be billed 1st Feb).
(2) on the invoice dates set out in the quotation.
24. You agree to pay our Fees within 15 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
25. Time for payment shall be of the essence of the Contract.
26. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we reserve the right to charge you interest at the rate of 0.5 percent per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full, together with our entitlement to statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
27. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
28. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
a) Any suspension or cancellation under clause 31 shall be without liability to you and without prejudice to our right to payment of all Fees already invoiced and those falling due during any period of suspension. Non payment may amount to repudiatory breach in which case we may terminate under clause 36 and claim the remaining contract value pursuant to clause 23a.
29. Receipts for payment will be issued by us only at your request.
30. All payments must be made in British Pound Sterling unless otherwise agreed in writing between us.
Sub-Contracting and Assignment
31. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
32. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
Termination
33. We can terminate the provision of Services immediately if you:
(1) Commit a material breach of your obligations under these Terms and Conditions; or
(2) fail to pay any amount due under the Contract on the due date for payment; or
(3) are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor, or
(4) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
(5) convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder, a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
Intellectual Property
34. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
35. All intellectual property rights in our pre-existing materials, processes, know-how, templates or software (“Background IP”) shall remain ours. You are granted a non-exclusive licence to use any deliverables produced under the Services for your internal business purposes only. Intellectual property created specifically for you under this Contract (“Foreground IP”) will be licensed to you for use in the ordinary course of your business, subject always to full payment of Fees.
Confidentiality
36. Each party shall keep confidential any confidential information received from the other in connection with the Services and shall not disclose it to any third party without prior written consent, unless required by law. This obligation shall survive termination of the Contract.
Liability and Indemnity
37. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
38. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract in the 12 months immediately preceding the event giving rise to the claim.
39. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
(1) any indirect, special or consequential loss, damage, costs, or expenses; or
(2) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third party claims; or
(3) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
(4) any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
(5) any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
40. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
41. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Data Protection
42. When supplying the Services to the Customer, the Service Provider may gain access to and or acquire the ability to transfer, store or process personal data of employees of the Customer.
43. The parties agree that where such processing of personal data takes place, the Customer shall be the data controller and the Service Provider shall be the data processor as defined in the General Data Protection Regulation as may be amended, extended and or re-enacted from time to time.
44. For the avoidance of doubt, Personal Data, Processing, Data Controller, Data Processor and Data Subject shall have the same meaning as in the General Data Protection Regulation.
45. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
46. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict need to know basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and or regulations.
47. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
48. Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found on the website. For any enquiries or complaints regarding data privacy, you can email 7Q.
Circumstances Beyond A Party’s Control
49. Neither of us are liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions subject to the commitment term outlined in clause 23.
No Waiver
50. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
Severance
51. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that or those provisions will be deemed severed from the remainder of these Terms and Conditions which will remain valid and enforceable.
Law and Jurisdiction
52. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement, including non-contractual disputes or claims, shall be subject to the exclusive jurisdiction of the English and Welsh courts.
53. In the event of a dispute, the parties shall first seek to resolve matters amicably through good faith discussions. If this fails, either party may propose mediation before commencing court proceedings.