V7 Platform Subscription Terms and Conditions
CUSTOMER WISHES TO ACCESS THE V7 SERVICES AS SPECIFIED IN THE RELEVANT ORDER. THESE PLATFORM SUBSCRIPTION TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”) GOVERN CUSTOMER’S USE, AND V7’S PROVISION, OF THE V7 SERVICES.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY CREATING AN ACCOUNT ON THE V7 PLATFORM, SIGNING AN ORDER WHICH INCORPORATES THESE TERMS AND CONDITIONS OR OTHERWISE USING THE V7 PLATFORM, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH V7 LTD; AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE LEGAL ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT LEGAL ENTITY TO THESE TERMS AND CONDITIONS.
THE TERM “CUSTOMER” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU PLACED AN ORDER. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE V7 SERVICES.
- The following definitions apply to these Terms and Conditions:
- > “Access Credentials”: means the user log-in credentials to enable Authorised Users to access the V7 Platform.
- > “Affiliate”: means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
- > “Authorised Users”: means those Customer Personnel who are authorised by Customer to access the V7 Platform. Authorised Users are either ‘Managers’ or ‘Workforce’). An Authorised User having access to multiple Workspaces will only be counted once.
- > “Business Day”: means any day which is not a Saturday, Sunday in the United Kingdom.
- > “Claims” means any claims, demands, suits, causes of action, or proceedings.
- > “Documentation”: means the manuals, product literature, instructions, schematics, and drawings prepared or published by V7 that describe or relate to the V7 Services and its use, operation, features, functionality and capabilities.
- > “Effective Date”: means the date on which Customer places an Order.
- > “Fees”: means the fees and charges set out in an Order for the V7 Services.
- > “Initial Term”: means the initial term of Customer’s subscription to the V7 Services as specified in an Order.
- > “Input Data”: means any data, media, information or other content that is inputted by or on behalf of Customer (including by Authorised Users) to the V7 Platform.
- > “Intellectual Property Rights”: means all copyright and related rights, patents, rights to inventions, utility models trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
- > “Labelling Model”: means, as the case may be: (i) any algorithm or machine learning model developed as a result of the ingestion of Input Data by the V7 Services; or (ii) any algorithm or machine learning model developed as a result of the modification by Customer of an existing algorithm or machine learning model forming part of the V7 Services, but in each case which is distinct from V7 Services.
- > “Losses”: means all losses, liabilities, damages, penalties, fines, costs and expenses (including reasonable attorney’s fees).
- > “Open Dataset”: means Input Data which Customer has marked as ‘open’ on the V7 Platform and which, as a result, is intended to be accessible by other users of the V7 Platform or the general public via the Internet.
- > “Order”: means the order placed by Customer for access to the V7 Platform which incorporates these Terms and Conditions.
- > “Output Data”: means any content generated by the V7 Platform in course of the ordinary operation thereof, including the results of analysing the Input Data using the V7 Services.
- > “Owned Model”: means any algorithm or machine learning model developed, licensed or sourced by Customer independently from V7 or the V7 Services and loaded onto the V7 Platform by Customer for exploitation, operation and/or training through the V7 Platform.
- > “Personal Data”: means any information that relates to an identified or identifiable individual.
- > “Personnel”: means a Party’s employees, agents, consultants or contractors.
- > “Renewal Term”: means any renewal term of Customer’s subscription upon expiry of the Initial Term, as specified in an Order.
- > “Service Level Agreement”: means the Service Level Agreement offered to Customer at the time of placing an Order, or if there is none, the Service Level Agreement set out in Annex 1 (Service Level Agreement) to these Terms and Conditions, and “Service Levels” means the levels of performance of the V7 Platform set out therein.
- > “Term”: means collectively, the Initial Term and any Renewal Term(s).
- > “Third Party Content”: means any and all content, data, media, information, software (including all Intellectual Property Rights relating thereto or subsisting therein) that is owned by and/or licensed from a third-party, including any datasets or models made available through the V7 Services which is licensed on an open source basis.
- > “V7 Data”: means any data, media, information or other content that is accessible via the V7 Services (excluding any Input Data and Output Data).
- > “V7 Model”: means any algorithm or machine learning model developed or licensed by V7 and forming part of the V7 Services, which is made available through the V7 Platform for use by Customer.
- > “V7 Package”: means the specific functionality of, and level of access to, the V7 Platform specified in an Order, including without limitation the permitted quantity of Authorised Users and Workspace, and limits on file storage within the V7 Platform, .
- > “V7 Platform”: means V7’s web-based software-as-a-service data management and machine learning analytics platform owned, operated and/or licensed by V7, which may be used by Customer to structure, label, process, share and analyse Input Data, together with any V7 Data comprised therein or accessed thereby.
- > “V7 Services”: means the V7 Platform, and any website and application or software used to access the V7 Platform, together with any and all technology and software owned or used by V7, including any associated algorithms, machine learning models, data analysis models, application programming interfaces (APIs), dedicated servers and virtual environments, processes, materials, tools, and business methods relating thereto, including, in each case any and all: (a) updates thereto; (b) documentation relating thereto; (c) Intellectual Property Rights therein or thereto; and (d) any benchmarking, analytics or technical data relating to the performance or operation thereof.
- > “V7”: means V7 Ltd, a company incorporated and registered in England with company number 11499928, or other V7 entity signing the relevant Order.
- > “Workspace” means sub-accounts created under Customer’s V7 account. Which Authorised Users have access to a Workspace is determined by Customer.
- References to “Clauses” in these Terms and Conditions are references to the clauses of these Terms and Conditions and references to “Paragraphs” are to the paragraphs of the Annexes to these Terms and Conditions.
- Any reference to these Terms and Conditions terminating shall, where the context requires, include a reference to these Terms and Conditions terminating by expiry of the Term.
- The words “include” and “including” (or similar) shall be construed as illustrative only and shall not limit the sense of the description, definition, phrase or term(s) that comes before the relevant term.
- Any reference to an English legal term for any action, remedy, method or judicial proceedings legal document, legal status, court, official, or any other legal concept shall, in respect of any other jurisdiction than England be deemed to include the legal term which most nearly approximates in that jurisdiction to the English legal term.
- Any reference to the “Parties” means V7 and Customer, and “Party” shall mean one of them.
2. COMMENCEMENT AND DURATION
- Unless terminated earlier pursuant to the terms of Clause 24, an Order shall:
- > commence on the Effective Date, and continue for the Initial Term; and
- > upon expiry of the Initial Term, automatically renew for further successive Renewal Terms at the end of the Initial Term and at the end of each Renewal Term, unless and until either Party informs the other Party of its intention to terminate the Order at the end of the Initial Term or then-current Renewal Term by providing at least thirty (30) days’ advance notice. Each such Renewal Term will be for the same V7 Services at an annual increase of the greater of three percent (3% or the increase in the Retail Price Index, as calculated and published by the Office of National Statistics in the United Kingdom).
3. FEES AND PACKAGES
- All Fees payable by Customer for access to the V7 Services are as set out in an Order.
- By purchasing a V7 Package and providing V7 with payment card details or other payment information at checkout, Customer authorises V7 to charge the relevant payment method for the full amount of Fees in accordance with the payment terms herein, or in the relevant Order.
- All prices for V7 Packages are exclusive of applicable value-add tax, or other sales, use, or excise taxes.
- Each Order will list the applicable V7 Package being purchased, and associated quantities of permitted Workspaces, Authorised Users and applicable file storage limits. File storage limits are on a per-Workspace basis, and are not aggregated across all of Customer’s Workspaces. Customer may add additional Authorised Users at the rates detailed in the applicable Order, subject to clause 5.5 below.
- Customer may add additional Authorised Users at any time. At the end of each three (3) month anniversary of the start of the Initial Term, or any applicable Renewal Term, V7 will audit the number of Authorised Users. The total number of Authorised Users as of such audit will be the number of Authorised Users being purchased by Customer on a go-forward basis, and the Fees for any newly-added Authorised Users will be invoiced in accordance with the Order, beginning at the time of such audit (annual fees will be prorated based on the remaining quarters in the applicable Initial Term or Renewal Term(s)). Customer will not be permitted to reduce the number of Authorised Users after any such audit. V7 may adjust the Fees at any time, provided that V7 will notify Customer in writing of the adjustment, and the adjusted Fees will come into effect only at the start of the next Renewal Term (if any).
- In addition to any other rights or remedies available to V7, if Customer fails to pay any sums by the due date, V7 may:
- > Charge interest on all Fees past due, equal to the greater of one percent (1%) per month or the maximum amount permitted by law, and/or
- > immediately suspend Customer’s access to the V7 Platform and/or any and all other parts of its services until payment of all Fees is made by Customer.
4. LICENSING OF V7 SERVICES
- Subject to Customer’s and its Authorised Users’ continuing compliance with these Terms and Conditions (including payment of all Fees due and payable in accordance with Clause 4 and the restrictions set out in Clause 7), V7 hereby grants Customer a limited, non-exclusive, non-transferable right for its Authorised Users to access and use the V7 Services during the Term solely for Customer’s internal business operations.
- The licence granted in Clause 5.1 is subject to any limitations applicable to the V7 Package purchased by Customer under an Order.
- Customer is solely responsible for all of its Authorised Users’ activities within the V7 Services. Customer shall immediately notify V7 of any unauthorised use of any Authorised User’s Access Credentials. V7 will not be liable for any Losses arising from Customer’s failure to ensure each Authorised User maintains the confidentiality of its Access Credentials.
- In relation to the Authorised Users, Customer:
- > shall ensure that:
- >> only Authorised Users access the V7 Platform; and
- >> each Authorised User maintains the confidentiality of their Access Credentials; and
- > shall not permit any Access Credentials allocated to an Authorised User to be used by more than one (1) individual Authorised User; and
- > shall immediately notify V7 if any Authorised User ceases to be employed by Customer, or no longer has need to access the V7 Services on Customer’s behalf.
- Customer acknowledges and agrees that V7 may from time to time modify, or update the V7 Services in its sole discretion. Any such modifications or updates will not materially degrade the V7 Services or their functionality.
- Customer acknowledges and agrees that V7 may from time modify, retire or add V7 Packages in its sole discretion. In the event V7 modifies or retires the V7 Package which Customer has selected, V7 will provide reasonable advance notice of the same to Customer, and Customer’s licence will be transferred to an alternative V7 Package (subject to the relevant V7 Package’s Fees as applicable at the relevant time) upon expiry of the Initial Term or then-current Renewal Term (unless Customer chooses to terminate the licence in accordance with Clause 23).
5. SERVICE LEVELS AND SUPPORT
- V7 will provide access to the V7 Platform, and use commercially reasonable efforts to provide technical support to Customer, in accordance with the Service Levels. For the avoidance of doubt, any support provided by V7 is limited to technical assistance to Customer with respect to the proper operation of the V7 Services, and not with respect to operating Owned Models or developing Labelling Models.
- Customer shall not, nor shall it instruct or permit, procure, enable or request any third-party (including its Authorised Users and other Personnel) to, take any action designed or intended to:
- > use the V7 Services (or any part thereof) in any manner or for any purpose that is inconsistent with these Terms and Conditions;
- > use the V7 Services (or any part thereof) in any manner or for any purpose that is inconsistent with V7’s Acceptable Use Policy from time to time (available at https://www.v7labs.com/terms/aup);
- > provide or otherwise make the V7 Services (or any part thereof) available to any third-parties other than to Authorised Users;
- > use the V7 Services (or any part thereof) to:
- >> create, market or distribute any product or service that is competitive with the V7 Platform or any other part of the V7 Services; or
- >> act as a service bureau on behalf of, or otherwise provide processing or services support to, any third-party;
- > introduce to the V7 Services any ‘back door’, ‘drop dead device’, ‘time bomb’, ‘Trojan horse’, ‘virus’, or ‘worm’ (as such terms are commonly understood in the software industry) or any other equivalent code, software routine or instructions designed or intended to disrupt, disable, harm or otherwise impede in any manner the operation of the V7 Services or any device or system owned or controlled by V7 or any third-party, or which otherwise may damage or destroy any data or file;
- > modify, copy, resell, rent, lease, sub-licence, load, merge, adapt or translate the V7 Services (or any part thereof);
- > contest, challenge or otherwise make any claim or take any action adverse to V7’s ownership of, or interest in, the V7 Services (or any part thereof);
- > re-use, disseminate, copy or otherwise use the V7 Services (or any part thereof) in a way that infringes, misappropriates, or violates any Intellectual Property Rights or other right of V7 or any third-party; or
- > remove, alter, obscure V7’s trade mark, copyright notice or any other proprietary notice from the V7 Services (or any part thereof).
- interfere with the proper working of the V7 Services;
- > circumvent, disable, or interfere with security-related features of the V7 Services or features that prevent or restrict use, access to, or copying the V7 Services, or that enforce limitations on use of the V7 Services;
- > impose (or which may impose, in V7’s sole discretion) an unreasonable or disproportionately large load on the V7 Services; or
- > reverse-engineer, decompile, unbundle, disassemble, or create derivative works based on the V7 Services (or any part thereof) unless, and to the limited extent that, applicable laws of Customer’s jurisdiction require V7 to give Customer the right to do so to obtain information necessary to render the V7 Services interoperable with other software; provided, however, that Customer must first request such information from V7, and V7 may (in its sole discretion) either provide such information to Customer or impose reasonable conditions on such use of the source code for the V7 Services to ensure that V7 and its licensors’ proprietary rights in the source code for the V7 Services are protected.
7. V7’S WARRANTIES AND INDEMNITIES
- Subject to Clause 18, Clause 26.1 and Annex 1 (Service Level Agreement), V7 warrants that during the Term, the V7 Services will:
- > materially conform to the then-current Documentation;
- > be delivered and maintained with reasonable skill and care; and
- > comply with all applicable laws and regulations.
- The warranty set forth in Clause 8.1 shall not apply:
- > in the event that Customer or any third-party has breached any of the restrictions outlined in Clause 7; or
- > to any defects or issues arising as a result of any use of the V7 Services in combination with other products, hardware, equipment, software, or data (including Third Party Content) not expressly authorised by V7 to be used with the V7 Services.
- Subject to Annex 1 (Service Level Agreement), V7’s sole liability, and Customer’s sole remedy, for breach of the warranty in Clause 8.1 shall be V7’s use of commercially reasonable efforts to remedy defects covered by such warranty within thirty (30) days of receipt of notice of such defect or, at V7’s option, a refund of the sums paid by Customer for the defective element of the V7 Services on a pro-rata basis.
- Each Party warrants and represents on an ongoing basis that it has, and undertakes that it shall continue to have for the duration of these Terms and Conditions, the requisite power, capacity and authority to enter into these Terms and Conditions and to carry out its respective obligations hereunder.
- Subject to Clauses 8.6 and 8.7, V7 shall indemnify, defend, and hold harmless Customer from and against all Losses incurred by Customer as a result of any Claims brought by a third party against Customer that alleges that Customer’s use of the V7 Services, as permitted hereunder, violates, infringes, or otherwise misappropriates the Intellectual Property Rights of such third-party.
- Customer shall notify V7 in full, accurate and complete detail in writing promptly after it becomes aware of any Claim for which it seeks indemnification hereunder (an “Indemnified Claim”). Customer shall:
- > allow V7 sole authority to control the defence and settlement of any Indemnified Claim;
- > provide V7 with all reasonable cooperation in the defence of any Indemnified Claim at V7’s request; and
- > not settle or compromise any Indemnified Claim or make any admission of liability without the express prior written consent of V7.
- Notwithstanding Clause 7.58.5 or any provision of these Terms and Conditions to the contrary, V7 shall have no liability whatsoever to Customer in respect of any Indemnified Claim based on or arising directly or indirectly as a result of:
- Customer exceeding the scope of any right, licence or consent to use the V7 Services under these Terms and Conditions;
- any use of the V7 Services not in accordance with these Terms and Conditions or the Documentation;
- a breach by Customer or any third-party of any of the restrictions outlined in Clause 7;
- any use of the V7 Services in combination with other products, hardware, equipment, software or data not expressly authorised by V7 to be used with the V7 Services; or
- any modification of the V7 Services by any person other than V7 or its expressly authorised agents or any third-party that performs any element of the services described in these Terms and Conditions for or on behalf of V7.
8. CUSTOMER DEPENDENCIES
- In order to permit V7 to provide Authorised Users with access to the V7 Services in accordance with the terms of these Terms and Conditions, Customer shall ensure that:
- > all Authorised Users have installed, and access the V7 Services via, a supported version of the internet browsers and operating systems that are listed in the Documentation as supported by V7 from time to time;
- > it has an internet connection with adequate bandwidth for Authorised Users to access and use the V7 Services;
- > it only accesses the V7 Services using devices that meet the V7’s minimum system requirements, available at https://www.v7labs.com/terms/system-requirements;
- > it shall maintain connectivity to the extent necessary to prevent network performance degradation;
- > it shall implement and maintain effective security policies and procedures to prevent unauthorised disclosure of Access Credentials and unauthorised access to the V7 Services;
- > it shall obtain or procure all authorisations, instructions and/or permissions as may be necessary for V7 to provide Authorised Users with access to the V7 Services; and
- > it shall make available to V7 its employees and other staff members (in such number and with such level of seniority) as may be reasonably required in the circumstances to address any issue with the implementation, provision or cessation of access to the V7 Services.
- V7 shall be relieved from any failure to comply with its obligations to provide Authorised Users with access to the V7 Services if and to the extent that V7 can demonstrate that such failure was caused by Customer’s failure to meet any obligation or dependency on Customer outlined in Clause 8.1.
9. ADD-ON SERVICES
- V7 may from time to time offer to Customer access to additional services through the V7 Platform, such as, without limitation, data labelling and annotation services.
- V7 shall use reasonable efforts to ensure that any additional services offered through the V7 Platform are of a good industry standard and materially conform to the description of such services as displayed on the V7 Platform or as otherwise specified in an Order.
- Customer acknowledges and agrees that V7 is acting as a reseller of any additional services made available through the V7 Platform and is not itself delivering such services to Customer, and as such, V7 shall not be responsible to Customer for the delivery or quality of such services. Notwithstanding the foregoing, V7 shall use commercially reasonable efforts to: (i) ensure that any such additional services are delivered to Customer’s reasonable satisfaction; and (ii) facilitate the resolution of any dispute between Customer and the provider of any such additional services.
- V7 and its third party providers will not be considered Authorised Users for purposes of determining the number of Authorised User licences being utilised by Customer.
10. OWNERSHIP OF V7 SERVICES
- As between the Parties, V7 retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to the V7 Services (subject only to any Input Data or Output Data comprised therein).
- Customer will not acquire any right, title or interest in or to the V7 Services (subject only to the limited licence granted under Clause 5.1) and V7 reserves all rights therein and thereto not expressly granted in these Terms and Conditions.
11. OWNERSHIP AND LICENSING OF LABELLING MODELS
- Customer acknowledges and agrees that Labelling Models shall constitute derivative works of V7 Services, and as such, as between the Parties, all Intellectual Property Rights in and to any Labelling Model shall vest in V7 upon their creation absolutely.
- Customer will not acquire any right, title or interest in or to any Labelling Model (subject only to the limited licences granted under Clause 12.3) and V7 reserves all rights therein and thereto not expressly granted in these Terms and Conditions.
- V7 hereby grants to Customer a limited, exclusive, non-transferable right for its Authorised Users to access and use any Labelling Model during the Term as part of Customer’s internal business operations.
12. OWNERSHIP AND LICENSING OF OWNED MODELS
- As between the Parties, Customer retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to any Owned Model.
- V7 will not acquire any right, title or interest in or to any Owned Model (subject only to the limited licences granted under Clause 13.3) and Customer reserves all rights therein and thereto not expressly granted in these Terms and Conditions.
- Customer hereby grants to V7 a non-exclusive, worldwide, royalty-free, irrevocable during the Term, licence to use any Owned Model for the purpose of delivering access to Customer to the V7 Services as contemplated under these Terms and Conditions.
13. OWNERSHIP AND LICENSING OF INPUT DATA
- As between the Parties, Customer retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to the Input Data.
- V7 will not acquire any right, title or interest in or to the Input Data (subject only to the limited licences granted under Clause 14.3) and Customer reserves all rights therein and thereto not expressly granted in these Terms and Conditions.
- Customer hereby grants to V7:
- > a non-exclusive, worldwide, royalty-free, irrevocable during the Term, licence to use the Input Data for the purpose of delivering access to Customer to the V7 Services as contemplated under these Terms and Conditions; and
- > a non-exclusive, sublicensable, transferable, perpetual, irrevocable, worldwide licence to use the Input Data for the purpose of enabling V7 to monitor, analyse and improve the performance of the V7 Services, provided that such use is anonymised in a manner that the Input Data is not capable of identifying Customer or any Authorised User.
14. OWNERSHIP AND LICENSING OF OUTPUT DATA
- As between the Parties, all Intellectual Property Rights in and to the Output Data shall vest in Customer upon their creation absolutely.
- V7 will not acquire any right, title or interest in or to the Output Data (subject only to the limited licences granted under Clause 15.3) and Customer reserves all rights therein and thereto not expressly granted in these Terms and Conditions.
- Customer hereby grants to V7:
- > a non-exclusive, worldwide, royalty-free, irrevocable during the Term, licence to use the Output Data for the purpose of delivering access to Customer to the V7 Services as contemplated under these Terms and Conditions; and
- > a non-exclusive, sublicensable, transferable, perpetual, irrevocable, worldwide licence to use the Output Data for the purpose of enabling V7 to monitor, analyse and improve the performance of the V7 Services (including for the purposes of improving the algorithms and machine learning models made available through the V7 Platform), solely to the extent that such Output Data has not been marked as an Open Dataset. The foregoing use shall only be in a manner that is anonymised such that the Output Data is not capable of identifying Customer or any Authorised User.
15. OPEN DATASETS
- Customer may from time to time be given the opportunity to mark all or part of its Input Data as ‘open’ through the V7 Platform. Where Customer chooses to do so, Customer acknowledges and agrees that the relevant Open Datasets will be licensed to V7 and other users of the V7 Platform under the CC BY 4.0 licensing terms (available here: https://creativecommons.org/licenses/by/4.0/) subject only to the restrictions specified therein.
- Customer acknowledges and agrees that V7 and other users of the V7 Platform may access, copy and process Open Datasets as they see fit, and that V7 has no control over the use of Open Datasets by other users of the V7 Platform. V7 shall not be responsible for the collection and use of Open Datasets by other users of the V7 Platform.
16. CUSTOMER’S WARRANTIES AND INDEMNITIES
- Although V7 will use commercially reasonable efforts to regularly back up Owned Models and Input Data uploaded to the V7 Platform, V7 shall not be responsible for any loss, destruction, alteration or disclosure of Owned Models or Input Data caused by any third-party. Customer will be responsible for maintaining back-up copies of all Owned Models or Input Data residing in or relying in any way on the V7 Services.
- Customer warrants and represents on an ongoing basis that, throughout the Term:
- > it shall have the necessary rights, power, consents and authority to transmit Owned Models and Input Data to V7 under, and in the fashion described in, these Terms and Conditions; and
- > it has lawfully collected, and has a lawful basis for sharing with V7 as contemplated under these Terms and Conditions, any Personal Data included in Input Data or Output Data.
- Customer will indemnify, defend and hold harmless V7 and its officers, directors, employees and agents from and against any and all Losses resulting from third-party Claims arising from or in connection with, Customer’s breach of the warranty, representation and/or undertaking given in Clause 17.2.
17. DATA PROTECTION
- Solely to the extent that any Input Data or Output Data constitutes Personal Data, the Parties shall comply with their respective obligations set forth in Annex 2 (Data Processing Addendum) to these Terms and Conditions.
- In the case of any inconsistency, conflict or ambiguity between any of the provisions of these Terms and Conditions and Annex 2 (Data Processing Addendum), the provisions of Annex 2 (Data Processing Addendum) shall prevail in preference to these Terms and Conditions.
18. THIRD PARTY CONTENT
- Certain elements of the V7 Platform may permit or enable Customer and/or its Authorised Users to search for, find, store, manage, access or use Third Party Content.
- Customer acknowledges that V7 does not warrant, represent, endorse, support or guarantee the completeness, truthfulness, accuracy, reliability, performance, fitness for purpose or any other attributes of any Third Party Content, nor shall V7 be responsible for reviewing or attempting to verify the accuracy or currency of any Third Party Content.
- Customer acknowledges that:
- > Customer and/or its Authorised Users may be required to enter into certain agreements with the owner(s) or licensor(s) of Third Party Content; and
- > in the event the relevant agreements are not entered into, Customer and/or its Authorised Users may be unable to access:
- >> such Third Party Content; and/or
- >> any or all of those elements of the V7 Platform that permit or enable Customer and/or its Authorised Users to search for, find, store, manage, access or use such Third Party Content.
- To the fullest extent permitted by applicable law, V7 expressly disclaims any and all express or implied terms of any nature relating to Third Party Content.
- As between Customer and V7, Customer is solely responsible for:
- > any Third Party Content installed in, used with or accessed via the V7 Platform;
- > determining the suitability of any Third Party Content for its intended use by Customer; and
- > as necessary for its intended use, verifying the authenticity and accuracy of the Third Party Content prior to using it.
19. CONFIDENTIAL INFORMATION
- In these Terms and Conditions, “Confidential Information” means any information that belongs to one Party and is disclosed, or otherwise made available, to the other Party, and is clearly labelled or identified as confidential, or ought to reasonably be treated as being confidential based on the circumstances of the disclosure and the nature of the information, and includes, with respect to V7, the V7 Services, Input Data, Output Data and any screenshots of the operation of the V7 Services.
- Confidential Information excludes any information which:
- > is or becomes publicly known other than through a breach of these Terms and Conditions;
- > was in the receiving Party’s lawful possession before the disclosure;
- > is lawfully disclosed to the receiving Party by a third-party without restriction on disclosure;
- > is independently developed by the receiving Party and that independent development can be shown by written evidence; or
- > is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
- Each Party will hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third-party unless that third-party is subject to an equivalent duty of confidentiality.
- Neither Party will use the other’s Confidential Information for any purpose other than the implementation of these Terms and Conditions.
- Each Party will take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its Personnel in breach of the terms of these Terms and Conditions.
- This Clause 20 will survive termination of these Terms and Conditions.
- Customer hereby permits V7 to include Customer’s name and/or logo in case study marketing content, lists of or references to any of V7’s customers on its website and/or in proposals, and in other marketing materials.
- During the Term, and for a period of six (6) months following termination, Customer agrees that it shall not directly or indirectly employ or engage (without V7’s prior written consent), or solicit for such employment or engagement, any of V7’s Personnel who have been engaged in the performance of these Terms and Conditions, whether or not such person would commit a breach of contract by reason of leaving service or office; provided that this Clause 22 shall not prohibit solicitation through, or hiring that results from,print or electronic employment advertising of a general nature. .
22. DISCLAIMER AND LIMITATION OF LIABILITY
- Except as expressly and specifically provided in these Terms and Conditions, Customer acknowledges and agrees that the V7 Services is expressly provided on an ‘as is’ and ‘as available’ basis, and V7 disclaims all terms, warranties and conditions (whether express or implied) relating to the subject matter hereof.
- Nothing in these Terms and Conditions limits or excludes liability of Customer to pay V7 any sums due under these Terms and Conditions.
- Nothing in these Terms and Conditions limits or excludes the liability of either Party for:
- > death or personal injury caused by its negligence;
- > gross negligence, willful misconduct, fraud or fraudulent misrepresentation;
- > any indemnification obligation; or
- > any other act, omission, or liability which may not be limited or excluded by applicable law.
- Subject to Clauses 23.2 and 23.3, neither Party shall in any circumstances be liable to the other Party whether in contract, tort (including for negligence), breach of statutory duty (howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
- > any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
- > any loss or corruption of data or information (whether direct or indirect);
- > any loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time);
- > any loss or liability (whether direct or indirect) under or in relation to any other contract;
- > any loss or liability (whether direct or indirect) arising as a result of a Party’s, or any third-party’s use of, or reliance upon, the Output Data; or
- > any other indirect, incidental, consequential, exemplary, special, or punitive damages of any kind whatsoever.
- Subject to the remainder of this Clause 23, each Party’s total aggregate liability (whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise) arising in connection with the performance or contemplated performance of these Terms and Conditions shall under no circumstances exceed the greater of one thousand pounds (£1,000) or one hundred per cent (100%) of all Fees paid or payable by Customer pursuant to and in accordance with these Terms and Conditions in the previous twelve (12)-month period.
23. SUSPENSION AND TERMINATION
- V7 may terminate any Order by providing at least thirty (30) days’ advance notice to Customer in the event V7 decides to stop making the V7 Package selected by Customer generally available to its customers.
- Without affecting any other right or remedy available to it, V7 may immediately suspend Customer’s access to the V7 Services in the event it considers (acting reasonably and in good faith) that Customer is in breach of any of the restrictions set out in Clause 7, until such time as Customer remedies that breach.
- Without affecting any other right or remedy available to it, either Party may terminate any Order with immediate effect and without further liability by giving written notice to the other Party if the other Party:
- > commits a material breach of any term of these Terms and Conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so; or
- > becomes insolvent or unable to pay its debts (as defined in section 123 of the Insolvency Act 1986), proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets, suffers the presentation of any petition, the making of any order shall or the passing of any resolution for its winding up (except for the purposes of a bona fide solvent amalgamation or reconstruction), bankruptcy or dissolution, otherwise proposes or enters into any composition or arrangement with its creditors or any class of them, ceases to carry on business or claims the benefit of any statutory moratorium, or undergoes any similar or equivalent process in any jurisdiction.
24. CONSEQUENCES OF TERMINATION OR EXPIRY
- On termination or expiry of any Order:
- > Customer shall promptly (and in any event within ten (10) Business Days of the date of termination or expiry) pay V7 any outstanding balances owing to V7 under the applicable Order;
- > any and all licences, permissions and authorisations granted to Customer and/or its Authorised Users by V7 under these Terms and Conditions will terminate automatically; and
- > each Party will promptly return all Confidential Information received from the other Party, together with all copies, or certify in writing that all such Confidential Information and copies thereof have been destroyed.
- Any obligation to return, destroy or permanently erase Confidential Information outlined in Clause 25.1(c) shall not apply:
- > in respect of the Input Data and Output Data that V7 may be entitled to retain pursuant to Clauses 14.3(b) and 15.3(b);
- > in respect of one (1) copy of the Input Data and Output Data that V7 may be entitled to retain as necessary to comply with any legal, regulatory, judicial, audit, or internal compliance requirements; and
- > to any Confidential Information that is retained by V7 on electronic back-up media made in the ordinary course of business and from which it cannot readily be isolated from other information and deleted.
- Any provision of these Terms and Conditions that either expressly or by implication is intended to come into or continue in force on or after termination of these Terms and Conditions shall remain in full force and effect.
- Termination of an Order shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms and Conditions which existed at or before the date of termination.
- Open source software. Certain elements of the V7 Services are subject to ‘open source’ or ‘free software licences’ (for the purposes of this Clause 26.1, “Open Source Software”). Customer acknowledges that certain elements of such Open Source Software are owned by third-parties. No Open Source Software is licensed under any provision of these Terms and Conditions under which V7 grants Customer any licence to use the V7 Services; instead, each item of Open Source Software is licensed under the terms of the end-user licence that accompanies such Open Source Software (for the purposes of this Clause 26.1, each an “OSS Licence”). Nothing in these Terms and Conditions limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any OSS Licence. If required by any OSS Licence, V7 shall make available relevant pieces of Open Source Software available upon written request.
- Force Majeure. No Party will be in breach of these Terms and Conditions nor liable for any failure to perform its obligations under these Terms and Conditions if that failure results from circumstances beyond its reasonable control (for the purposes of this Clause 26.2, a “Force Majeure Event”). If a Force Majeure Event continues for three (3) months, the unaffected Party may terminate these Terms and Conditions by giving thirty (30) days’ written notice to the other Party.
- Subcontracting. V7 may engage any third-party to perform its obligations under these Terms and Conditions, provided that V7 shall remain fully liable to Customer for performance of such obligations (subject to the exclusions and limitations outlined herein), and for such third-party’s acts and omissions.
- Assignment. Neither Party will assign or transfer all or any of its rights or obligations under these Terms and Conditions without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign these Terms and Conditions (in whole, but not in part) to: (a) any of its Affiliates; or (b) the acquirer of all or substantially all of its business or assets, upon notice to, but without the requirement of obtaining the consent of, the other Party, provided that any such assignment by Customer will require the execution of a novation agreement, which V7 will not unreasonably withhold, and such assignment may result in a change to the Fees to which the assignee and V7 will agree in good faith. Any attempted assignment in contravention of this Clause shall be null and void. These Terms and Conditions shall be binding upon, and inure to the benefit of, each Party and its respective heirs, successors, and permitted assigns
- Variation. V7 reserves the right to vary these Terms and Conditions at any time and in its sole discretion, provided that V7 will: (a) publish the revised Terms and Conditions on its website; and (b) notify Customer in writing of any material revision to these Terms and Conditions at least ten (10) days prior to such revision coming into effect.
- Waiver. A waiver of any right or remedy under these Terms and Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under these Terms and Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms and Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- Rights and Remedies. The rights and remedies provided under these Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
- Severance. If any provision or part-provision of these Terms and Conditions shall be held to be invalid, illegal, void or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 26.8 shall not affect the validity and enforceability of the rest of these Terms and Conditions. If one Party gives notice to the other of the possibility that any provision or part-provision of these Terms and Conditions is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
- Entire agreement. The Order together with these Terms and Conditions constitute the entire agreement and understanding between the Parties relating to the matters thereof, and supersede all previous agreements (if any and whether in writing or not) between the Parties in relation to such matters. The Parties acknowledge and agree that, except as otherwise expressly provided for in these Terms and Conditions, they are not entering into these Terms and Conditions on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral, written, expressed or implied) made, given, or agreed to by any person (whether a Party to these Terms and Conditions or not) in relation to the subject matter of these Terms and Conditions, provided that nothing in these Terms and Conditions shall exclude any Party from liability for fraud or fraudulent misrepresentation.
- No Partnership or Agency. Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
- Rights of Third Parties. A person who is not a Party to these Terms and Conditions shall not be entitled to enforce any of its terms in any circumstances, including pursuant to the Contracts (Rights of Third Parties) Act 1999.
- Notices. Any notice required to be given under these Terms and Conditions will be in writing and will be sent to the email addresses for contractual notices set out in an Order. Notices will be deemed to have been received at the time of transmission as shown by the sender’s records (or if sent outside business hours, at 9am on the first Business Day following dispatch). A Party may change its details given in an Order by giving written notice to the other Party.
- Governing law. The Terms and Conditions and all matters arising from them (including any dispute relating to the existence, validity or termination of these Terms and Conditions or any contractual or non-contractual obligation) shall be governed by, and construed in accordance with the laws of England.
- Jurisdiction. In relation to any legal action or proceedings to enforce these Terms and Conditions or arising out of or in connection with these Terms and Conditions (including any dispute relating to the existence, validity or termination of these Terms and Conditions or any contractual or non-contractual obligation) (for the purposes of this Clause 26.14, “Proceedings”) each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of England and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inappropriate forum provided that a judgement or order of any court may be enforced in any court of competent jurisdiction.
Next up: ANNEX 1: V7 Service Level Agreement (SLA)