1. Definitions

In these conditions the following expressions shall have the following meanings:

"Customer" means the person firm or company with whom the Contract is made by the Company whether directly or indirectly through an agent or factor who is acting for or instructed by or whose actions are ratified by such person firm or company;

"Company" means 7 Global Ltd, having the registered number of 05063692 and also where the context permits its assigns and any sub-contractor for the said company;

“Conditions” shall mean these terms and conditions set out herein;

"Contract" means the contract between the Company and the Customer under which the Services are to be supplied by the Company to the Customer;

"Services" means the services to be provided by the Company to the Customer under the terms of the Contract and "Service" shall be construed accordingly; “Working Hours” means 08:30hrs to 17:30hrs Monday to Friday inclusive, excluding all UK public holidays.

2. General

These Conditions shall be deemed to be incorporated in all Contracts and in the case of any inconsistency with any order or letter or form of contact sent by the Customer to the Company or any other communication between the Customer and the Company whatever may be their respective dates the provisions of these Conditions shall prevail unless expressly varied in writing and signed by a director on behalf of the Company. Any concession made or latitude allowed by the Company to the Customer shall not affect the rights of the Company under the Contract. If in any particular case any of these Conditions shall be held to be invalid or shall not apply to the Contract the remaining Conditions shall continue in full force and effect.

3. Initial and Renewal Periods

The initial period of the Contract is stated on the Contract form (“Initial Period”). The Initial Period will commence on the date the Customer is informed that the Service is available for use(“Commencement Date”). Unless terminated the Contract will automatically renew for successive periods of equal length to the Initial Period at the price applicable at that time (“Renewal Period”).

4. Obligation to provide Services

The Company's catalogues, brochures, leaflets, internet site or correspondence are not binding and reasonable variations may be made to the Services without notice and the Services so varied shall be accepted as complying with the Contract.

5. Prices

5.1 The price payable for the Services shall unless otherwise stated in the Contract be the fee chargeable by the Company for such Service current at the date of the provision of the Services.

5.2 Unless otherwise expressly stated to be firm for a period the Company's charge in respect of the Services is subject to amendment to take account of variations in wages, materials or other costs since the date of the Contract. The Company accordingly reserves the right to adjust the sum payable by the Customer for the Services by the amount of any increase in such costs after the sum due is quoted and the sum so adjusted shall be payable as if it were the fee stated as being payable in the Contract.

5.3 All prices are exclusive of Value Added Tax and this will be charged at the appropriate rate.

6. Additional Costs

The Customer agrees to indemnify the Company on demand against any loss or extra cost incurred by the Company through the Customer's instructions or lack of instructions or through any act or default on the part of the Customer its servants or employees.

7. Intellectual Property

7.1 The Customer shall indemnify the Company against all costs claims and damages incurred or threatened arising out of any alleged infringements of patents, trademarks, registered designs, design right, right to use or copyright occasioned by the provision of the Services where such Services are provided to the specification or special requirements of the Customer.

7.2 All written information, electronic data, drawings, diagrams, videos, compact disks, digital versatile disks and audio tapes prepared by the Company in relation to the provision of the Services and the copyright therein shall remain the property of the Company and shall be returned by the Customer on demand. All such information shall be treated as confidential and shall not be copied or reproduced or disclosed to any third party without the prior written consent of the Company.

7.3 The Customer shall ensure that its employees and all those under the Customers control and supervision shall comply with the obligations of confidentiality contained at clause 7.2.

7.4 If applicable the Customer accepts the terms of the Microsoft license as published on www.7global.com/microsoftlicense

7.5 The Customer shall indemnify the Company against all costs claims and damages incurred or threatened arising out of any alleged infringements of copyright or right to use of any software provided by the Customer and loaded onto any of the Customers hardware.

8. Terms of Payment

8.1 Payment for all Services (including the Initial Period) shall be made by cleared funds prior
to the commencement of the Services.

8.2 Where the provision of the Services is subject to regular recurring payments payment for the forthcoming period must be made by cleared funds prior to the expiry of the current period.

8.3 The Company reserves the right to suspend or terminate the provision of the Services with or without notice if payment is not made in accordance with this clause 8.

8.4 The Company reserves the right to charge the Customer a re-connection fee equivalent to one (1) calendar month charges for delayed payments that necessitate the invocation of clause 8.3. Such re-connection fee is due and payable before the recommencement of Services.

8.5 The sums due to the Company under the Contract shall be due in full to the Company in accordance with the terms of the Contract and the Customer shall not be entitled to exercise any set-off lien or any other similar right or claim.

8.6 The time of payment shall be of the essence of the Contract.

8.7 Without prejudice to any other rights it may have the Company is entitled to charge interest at 3% (three percent) above the Current Base Rate at Barclays Bank plc per month on overdue payments such interest payments to run from the due date for payment until payment in full is received whether before or after judgement. Interest will be calculated on a daily basis until full payment including interest is received.

9. Availability of the Services

All times or dates given for availability of the Services are given in good faith but without any responsibility on the part of the Company. Time of availability shall not be the essence of the Contract nor shall the Company be under any liability for any delay beyond the Company’s control.

10. Passing of title to and risk in Goods

At no time will the Customer obtain title to any hardware or software used in the provision of the Services, save for that Software provided by the Customer to which the Company shall not obtain title.

11. Default or insolvency of Customer

If the Customer shall be in breach of any of its obligations under the Contract or if any distress or execution shall be levied on the Customer's property or assets or if the Customer shall make or offer to make any arrangement or composition with its creditors or commit any act of bankruptcy or any bankruptcy petition will be presented against him or (if the Customer is a company) if any Resolution or Petition to wind up such company shall be passed or presented or if a receiver administrative receiver or administrator of the whole or any part of such company's undertaking property or assets shall be appointed, the Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every Contract between the Company and the Customer or may (without prejudice) by notice in writing suspend the Services until any defaults by the Customer be remedied.

12. Limitation of Liability

12.1 Where the Contract relates to the provision of Services the liability of the Company to the Customer for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances exceed the equivalent value of one (1) calendar month charges payable for the Services.

12.2 The Company shall not be liable for any direct or indirect loss or damage to property or persons however arising from the sale use or provision of the Services, in no event shall any failure of any kind on the part of the Company give rise to any liability or loss of revenue or any other consequential loss or damage arising from any reason whatsoever save that nothing contained in the Contract seeks to limit the Company’s liability for death or personal injury arising from the negligent acts or omissions of the Company, its agents or employees.

12.3 The Customer acknowledges that its attention has been drawn to these limitations of liability and that the price for the Services has been calculated taking these factors into account. The Customer further acknowledges that these limitations of liability are reasonable in all the circumstances.

13.Termination

13.1 Either party may terminate the Contract for convenience by providing one (1) calendar month written notice to the other party.

13.2 Notice provided according to clause 13.1 shall not be effective until the expiration of the current Initial Period or Renewal Period. There are no partial refunds or credits for early terminations, all payments are final and non-refundable.

13.3 Either party may terminate the Contract immediately and without the need for further notification if either party breaches a material term hereof and fails to cure such breach within thirty (30) days after receiving notice of such breach.

13.4 In the event of and upon the termination or expiry of the Contract, the Customer shall cease to use and the Company shall cease to provide the Services. Within one (1) calendar month of such termination or expiry the Company shall destroy all copies of Customer data in its possession.

13.5 In the event and upon the termination of a Contract with an Initial Period of 24 months the company shall provide to the Customer free from charge equipment of equivalent specification to that supplied for use at the Commencement Date. For the avoidance of doubt the equipment will not be supplied with any Customer data or third party software.

14. Guarantee

The Company can provide Services to help the Customer to specify or choose computer or communications equipment, but the assessment and selection of the Customer’s chosen equipment for the Customer’s purposes remains the Customers ultimate responsibility. The Company undertakes only that in giving such advice/assistance it has acted in good faith and has not been wilfully misleading.

15. Force Majeure

The Company shall be entitled to delay or cancel if it is prevented from or hindered in or delayed in the provision of Services through any circumstances beyond its reasonable control including
but not limited to strikes lock-outs accidents or warfare.

16. Sub-contracting

The Company may assign or sub-contract the whole or any part of the Contract to any person firm or company.

17. Substitution

The Company reserves the right to substitute any or all clauses of these Conditions with a full contract drawn between the Customer and the Company. Until such contract is in place the provisions of these Conditions shall apply.

18. Proper Law and Jurisdiction

The Contract and these Conditions in all aspects shall be governed by English Law and shall be deemed to have been made in England and the Customer and the Company agree to submit to the exclusive jurisdiction of the English Courts.

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