Subscription Terms and Service

IMPORTANT NOTICE

Privacy @ BLOCK7

Last Revised: June 2024

1.     PROVISIONS

THE FOLLOWING ARE BLOCK7 LIMITED’S (“We” or “Us” or “Our” or “BLOCK7”) TERMS AND CONDITIONS (“this Agreement”) ASSOCIATED WITH THE USE OF OUR APPLICATION SOFTWARE WHICH IS AVAILED TO OUR CUSTOMERS (“Subscriber” or “You” or “Your”) AS A CLOUD SOFTWARE AS A SERVICE (SaaS);

together with the Single User Agreement (“SUA”) and where applicable to the Service, a legally signed by both Parties contract of order (“Order) TOGETHER with any documents referred to in them collectively forms the main agreement with Our Customers (“Customer Agreement”) and by purchasing or using any Service from Us You are agreeing to the Customer Agreement.

In this Agreement    “Parties” means jointly, BLOCK7 and You the Subscriber (and each, individually, a “Party”).

2.    ACCEPTANCE

You indicate Your agreement and consent to the terms and conditions of this Agreement and by executing an Order with Us that references them, or by using the Service and We (“BLOCK7”) and You (the “Customer”) agree to be bound by these terms. Please read carefully as they set out the basis on which We offer Our Service.

IF YOU DO NOT AGREE WITH THESE TERMS TOGETHER WITH THE SUA AND ORDER, DO NOT CLICK THE “I AGREE” BUTTON DURING YOUR INITIAL LOGIN TO THE SERVICE AND STOP USING THE SERVICE REFERRED TO IN THIS AGREEMENT.

This Agreement becomes binding on the date that We accept Your Order or first make the Service available to You, whichever is earlier.

If You will be using the Services on behalf of Your company, then “You” in the remainder of this Agreement means Your company, and You warrant that You are properly authorised to bind Your company to this Agreement by accepting these terms.

You warrant that You are over the age of eighteen and have the power and authority to enter and perform Your obligations under this Agreement.

Please Note: If You have executed a hard copy agreement with Us for the provision of Our Subscription Services and/or Offerings and other Additional Services that BLOCK7 may provide from time to time, these terms will be referenced by the hard copy terms. Please note these terms will supersede any previous terms agreed by both Parties unless stated otherwise.

3.    INTERPRETATION

Definitions and rules of interpretation in this section apply to this Agreement:

3.1 The headings in this Agreement are for convenience only and shall not affect its interpretation.

3.2 Any reference to a section, appendices, form, or schedules shall be construed, as a reference to a clause of this Agreement unless expressly stated to the contrary.

3.3 Any reference to a statute or statutory provision is to it as from time to time in force as amended or re-enacted.

3.4 Use of the word “including” is without prejudice to the generality.

3.5 Definitions:

“Additional Services” means additional services that complement the Subscription Services and/or Offerings which may include training videos; resource library including Shared Materials; application programming interface (API(s)); interfaces; eBooks; webinars and additional supplementary services, Reports and Documentation, of which BLOCK7 may make available from time to time, and which may incur an additional charge.

“Application Software” means the software (“Software”) which includes a collection of data or computer instructions to enable its operation of the online Subscription Services and/or Offerings provided to You under this Agreement and/or as specified in the Order.

“Authorised Named User” means those individuals, employees, agents and independent contractors of the Subscriber which must be a NAMED USER NOT A CONCURRENT USER, who have registered and are authorised by both Parties to use BLOCK7’s Subscription Services, to include those contracted within Your Order within the limit of the number of Authorised Named Users in accordance with the Subscription Level PLUS those not included in the Order which are Property Stakeholder Users, together known as “Users”, that have been setup for access to the BLOCK7’s Subscription Services and/or Offerings, (Please Note You are one of the number of Authorised Named User contracted within Your Order.

“Auto Renewal” means the Subscriber will be provided an opportunity on the Order to automatically renew the Service Period contracted and subject to this Agreement and contract of Order for additional one year periods and/or multi-year Service Periods, unless the Subscriber elects to opt out of such Auto Renewal process, this Agreement and the Services provided under the initial Service Period within the Subscriber’s initial Order will automatically renew for additional one year periods on each anniversary of the Effective Date unless You elect to renew to a further multi-year Service Period.

“Community Hub”   means the BLOCK7’s content hub which contains an organised collection of resources and Offerings deeply rooted in brand experience and user experience. This content hub will be released shortly as a resource destination for Customers and the hub benefits will be accessed by a login subscription which is made available to the Company’s Customers and authorised third parties.

“Documentation” means the operational document(s) made available to You and Your Authorised Named Users by BLOCK7 from time to time which sets out a description of the Services and instructions for their use.

“Independent Terms” means separate license terms between BLOCK7, and a third-party licensor specified in the Documentation, which apply to Separately Licensed Third-Party Technology.

“Order” means the overarching contract document where key contractual obligations are highlighted together with the scope of Service, number of Authorised Named Users, the billing commitment and associated Payment Terms and contractual signatures from both Parties are captured. The contract of Order forms together with the Single User Agreement (“SUA”) TOGETHER with any documents referred to in them forms the main agreement with Our Customers (“Customer Agreement”) and by purchasing or using any Service from Us You are agreeing to the main Customer Agreement.

“Order Addendum” means a change and/or supplement in the current Order which is simply an addendum or amendment to the current contract of Order signed by both Parties and can be initiated by the Subscriber. The  Order Addendum will be activated by the Subscriber for increasing and upgrading Subscriptions as per section eight (8) of this Agreement or changing Payment Terms and Subscription Level at the end of a current contracted Service Period to take advantage of discounted pricing.

“Offerings” means Company’s products and services, including those as described in detail at the Company’s website (“Site”) as modified from time to time. Offerings may include but are not limited to (a) free Trial for a limited period of up to thirty (30) days, and (b) company’s cloud Subscription Services, and (c) free membership of the BLOCK7’s Community and (d) technical account manager, technical services, premier or priority support, and (e) other services related to the cloud Subscription Services for example white labelling / branding etc, and (f) any related hosted services and escrow related services, and (g) any related Additional Services, Offerings, Reports and Documentation or media provided by the Company, and (h) technical integrations to third party applications, and (i) training programs etc, and (j) any generally available bug fixes, updates and upgrades the Company provides to Customers.

“Payment Terms”    means the conditions and obligations specified in the Order together with this Agreement provided by BLOCK7 related to the Customer’s payment of the Service to BLOCK7;

“Property Stakeholder Users” means the Authorised Named Users who are not included in the Order and are Property Stakeholder User(s) engaged in overseeing a portfolio of properties who are Your clients who have free restricted access to the property management portal within the Services and have been registered and authorised by both Parties and have accepted the terms and conditions within the SUA.

“Report(s)” means the report(s) and assessments created by using the Subscription Services.

“Service Deployment”      means the deployment of the easy online and offline access to the Services via devices such as laptop, PC, tablet, or smartphone as specified on Our website;

“Service(s)” collectively means all services, technology, data, information, programs, material, and other content that BLOCK7 makes accessible to You through Our Subscription Services; Offerings; Additional Services; Documentation; Reports; Community Hub, including on any desktop, mobile telephone, or handheld device (“Device”) owned or controlled by the Subscriber or Authorised Named Users and any other additional services that augment or enhance a current Service that BLOCK7 otherwise provides to You, from time to time.

“Services Environment” refers to the combination of hardware and Application Software components owned, licensed, or managed by BLOCK7 or Our third-party technology partners to which BLOCK7 grants You and Your Users access as part of Our cloud Subscription Services and /or Offerings which You have ordered and as applicable and subject to this may be hosted in the cloud Services Environment.

“Separately Licensed Third-Party Technology” means third party technology licensed under Independent Terms and not under the terms of this Agreement.

“Service Period” means the contracted period specified in the initial Order together with any subsequent renewal Service Period linked to the Payment Term.

“SUA” means the single user agreement which gives the Authorised Named Users the right to use the Application Software. It details how the Application Software  and Service can be used, as well as explains any restrictions. Each Authorised Named User will be presented with a SUA during their first instance of accessing the login process to the Services and each are deemed to have read and personally agreed by ticking acceptance to the SUA before being allowed access to the Application Software and Service.

“Subscription Level” means the level of Service that identifies the number and type of fee paying Authorised Named Users offered by BLOCK7, together with their contracted period and Payment Terms, details of which You have contractually agreed to in the Order. Completion of the Order and payment of the Subscription Fees allows the Subscriber to specify the Subscription Services and/or Offerings, Billing Cycle, Service Period, contracted tenure, number and type of Authorised Named Users to operate the Subscription Services and/or Offerings.

“Subscription Services” means the cloud services provided by BLOCK7, also known as “Subscriptions”, which can be purchased by the Subscriber pursuant in accordance with Your Order and this Agreement which entitle You and any other registered Authorised Named Users under Your Subscriber’s account record (Subscriber Account”) that have accepted the SUA to access the Subscription Services and the Documentation and create Reports in accordance with this Agreement.

“Third-Party Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, which are obtained or derived from third party sources outside of BLOCK7 and made available to You through, within, or in conjunction with Your use of, the Services. Third Party Content does not include Separately Licensed Third-Party Technology.

“Welcome Pack” means the information welcome pack which will be delivered to You after completion of the Order and on receipt of Your first Subscription payment. It contains but not limited to details of User’s onboarding, summary of Your service inclusions, simple steps for getting started, BLOCK7’s contact details and contact processes, summary of Your Order including payment details plus a link to this Agreement, Authorised Named Users’ SUA, links to BLOCK7’s helpful resources and tools including service level agreement (“SLA”), support policies and procedures, frequently asked questions, key timings and calendar events etc.

“Your Data” means all data entered, created, stored and/or maintained by You which includes personal data (“Personal Data” has the same meaning given to that term as set out in the Data Protection Laws and which includes inter alia Authorised Named User’s data, or data of Your company/organisation, which has been input by BLOCK7 on Your behalf for the purpose of using or facilitating Your and the other Authorised Named User’s use of Subscription Services and /or Offerings plus all text, files, photographs, images, graphics, illustrations, property information and other content input by You for the purpose of using Our Subscription Services and /or Offerings.

4.    TERM OF AGREEMENT

This Agreement is valid for the Order which it references together with the SUA and the terms within this Agreement together known as the main Customer Agreement.

This Agreement may also reference any subsequent purchase that increases the quantity of the original Subscription Services and or Offerings ordered (e.g., additional Authorised Named Users and/or any additional extension of new contractual options made available from time to time) and offered by Us in the original Order and for any renewal or Auto Renewal and any increases of the Service Period of the initial Order.

5.   GRANT AND SCOPE OF LICENCE

5.1 Subject to Your payment of the amounts due under Your contract of Order, the restrictions set out in this section five (5) and only on the terms of this Agreement and Your Order plus the Subscription Level ordered for the duration of the Service Period specified in Your Order and subject to Your payment obligations, and in accordance with any usage restrictions specified in Your Order and Your Authorised Named Users obligations and their restrictions specified in their SUA, and subject to the terms set forth in this Agreement and any documents referenced in them, We hereby grants to You:

(a) a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit Your registered Authorised Named Users that have accepted the terms within their SUA to access online and use the Authorised Use of related Subscription Services and/or Offerings together with the Documentation during the Service Period solely for Your internal business operations; and

(b) a non-exclusive, worldwide, fully paid up, royalty free, perpetual licence to use and copy the Reports created during Your use of the Subscription Services and /or Offerings solely for Your internal business operations.

5.2 You do not acquire under this Agreement any right or license to use the Service, including Our Services Environment that exceeds the scope and/or duration of the Subscription Services and /or Offerings stated in Your Order and Your right to access and use the Subscription Services and /or Offerings will terminate unless terminated earlier due to a breach of Your Customer Agreement with Us.

5.3 Unless permitted by law or as otherwise expressly permitted in this Agreement, YOU MUST NOT, NOR MAY YOU AUTHORISE ANY THIRD PARTY TO:

(a) rent, lease, distribute, license, sublicense, sell, transfer, assign, distribute or otherwise provide access to the Subscription Services to a third party;

(b) permit any person who is not a registered Authorised Named User to access the Service;

(c) reproduce, modify, adapt, or create derivative works of Our Service or remove or tamper with any disclaimers or other legal notices in Our Service and any other services provided by Us from time to time;

(d) reverse engineer, disassemble, decompile, transfer, exchange or translate the Subscription Services and /or Offerings or otherwise seek to obtain or derive the source code or API (Application Programming Interface);

(e) incorporate the Subscription Services and /or Offerings into any service that You provide to a third party; or

(f) use the Subscription Services and /or Offerings to provide services, or to create a service that competes with the Subscription Services and /or Offerings and/or Additional Services provided by Us.

5.4 To enable Us to provide You and Your Authorised Named Users with the Subscription Services and /or Offerings You, grant Us the right to use, process and transmit, in accordance with this Agreement and Your order, Your Data for the duration of Your Service Period plus any additional post-termination period during which We may provide You with access to retrieve an export file of Your Data and Your applications. If Your applications include third party programs, You, acknowledge that We may allow providers of those third-party programs to access the Services Environment, including Your Data and Your applications, as required for the interoperation of such third-party programs with the Subscription Services and /or Offerings. We will not be responsible for any use, disclosure, modification or deletion of Your Data or Your applications resulting from any such access by third party program providers or for the interoperability of such third-party programs with the Subscription Services and /or Offerings.

5.5 YOU MUST PROMPTLY NOTIFY BLOCK7 in writing of any breach of the above conditions of use.

6.   SUBSCRIPTION SERVICES

6.1 We shall provide the Subscription Services and/or Offerings You Order from Us to You subject to and for the duration of the Service  Period specified in Your Order and subject to Your payment obligations, and in accordance with any usage restrictions specified in Your Order and Your Authorised Named Users obligations specified in their SUA, and subject to the terms set forth in this Agreement.

6.2 We offer You multiple Subscription Levels for purchasing Our Subscription Services and /or Offerings, (also known as “Subscriptions”)   which is a mechanism We use to define the number of Authorised Named Users (Users) specified in Your Order and what type of User You purchased for what Service Period together with occasional promotional offers and exclusive discounts from time to time which will be subject to additional terms and conditions in conjunction with the terms and conditions of this Agreement.

6.3 We have the right to update the Subscription Services and/or Offerings at Our sole discretion from time to time, including the functionality, performance, user interface, usability, and the Service Deployment published on Our Site or that which BLOCK7 provides to You.

6.4 Subject to Our obligations under an existing Order, BLOCK7 may discontinue any Service in whole or part at any time without notice or liability to You.

6.5 We may at any time without notifying You make any changes to the Services which are necessary to comply with any applicable statutory requirements, or which do not materially affect the nature or quality of the Services.

6.6 BLOCK7 may add additional new Subscription Services from time to time that You can purchase and add to Your current Order that will be subject to this Agreement.

6.7 Unless explicitly stated otherwise, any new features, Additional Services and materials (“Shared Materials”) created by BLOCK7, You or other Authorised Named Users of the Subscription Services and/or Offerings that are published or made accessible through the Site and BLOCK7’s subscription platform and may be made available from time to time at a cost or free of charge that augment or enhance a current Service, including the release of new Application Software or features, shall be subject to this Agreement.

7.    AUTHORISED USE OF THE SERVICES

7.1 In accessing, and registering for Our Subscription Services and/or Offerings signing the Order and using Our Services including any and all webpages, programs, and/or the Services and products, information, text and images offered or provided via Our Services, You are deemed to have read and personally agreed to this Agreement.

7.2 All Authorised Named Users during their first instance of accessing the login process which will include  their identification and authentication process by which You and any other Authorised Named User uses their Service login credentials to gain access to Our Subscription Services and/or Offerings and the Documentation including any and all webpages, programs, and/or the Additional Services and products, information, text and images offered or provided by Us, will be presented with a SUA during their first instance of accessing the login process to the Services and each are deemed to have read and personally agreed by ticking acceptance to the SUA.

7.3 You are responsible for

(a) identifying and authenticating all Authorised Named Users within Your Subscriber Account, for approving access by such Authorised Named Users to the Services; and

(b) for controlling against unauthorised access by Your Authorised Named Users; and

(c) for maintaining the confidentiality of usernames, login credentials, and Subscriber Account information; and

(d) are fully responsible for all activities that occur under Your Subscriber Account record created as soon as You complete the Order and become a BLOCK7 Customer.

7.4 You agree to immediately notify BLOCK7 of any unauthorised access to, or use of Our Subscription Services or Your Subscriber Account or login credentials or any other breach of security and confidentiality. BLOCK7 has the right to disable any Authorised Named User login credentials, whether chosen by You or allocated by BLOCK7, at any time, if in Our opinion You have failed to comply with the terms of this Agreement.

7.5 In relation to the active registered Authorised Named Users, You undertake that:

(a) the maximum number of Authorised Named Users that You authorise to access and have Authorised Use of the Service and use Our Subscription Services and/or Offerings and the Documentation shall not exceed the number You have purchased from time to time; and

(b) You shall not create a generic User login for use by more than one person. If We notice that a generic user login credential is used, then Your Subscriber Account will be locked and one of Our team will contact You to discuss Your additional user licence requirements; and

(c) You shall, keep confidential and not under any circumstances share login credentials and passwords and/or access details to facilitate access to Our Services with any third party (including, Your employees, officers, agents, contractors, or independent assessors); and

(d) You shall not and shall procure that the Authorised Named Users shall not, allow any Subscription to be used by more than one individual other than that Authorised Named User unless it has been reassigned and approved by BLOCK7 according to the reassignment policy and process defined within this Agreement.

7.6 All Subscription Services and Offerings will include:

(a) services, technology, data, information, programs, material, and other content that BLOCK7 makes accessible to Authorised Named Users including on any desktop, mobile telephone, or handheld Device owned or controlled by You as an Authorised Named User, including Subscription Services together with Additional Services; and

(b) any other Services that BLOCK7 otherwise provides to You, from time to time.

7.7 All Subscription Services and Offerings excludes data, information, templates, content, code, video, images or other materials or information of any type that You upload or otherwise provide to BLOCK7 in connection with the Subscription Services (Your Data).

7.7 YOU SHALL NOT AND SHALL PROCURE THAT THE AUTHORISED NAMED USERS SHALL NOT:

(a) access, store, distribute or transmit any viruses, or any material during use of the Services  in any way that breaches any applicable laws, regulations, or third-party rights or has any unlawful or fraudulent purpose or effect;

(b) upload, post, email or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, depicts sexually explicit images, libellous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable or that infringes any Intellectual Property Rights of any person;

(c) upload, post, email or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or that facilitates illegal activity.

7.8 YOU SHALL NOT AND SHALL PROCURE THAT THE AUTHORISED NAMED USERS SHALL NOT except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement:

(a) interfere with or disrupt any Subscription Services or servers or networks connected to any Services or disobey any requirements, procedures, policies, or regulations of networks connected to any Services;

(b) license, modify, publish, transmit, transfer, sell, rent, lease, assign, distribute, display, disclose, or otherwise commercially exploit, reproduce, create derivative works from, distribute, perform, display or in any way exploit any of the content of the Services in whole or in part, except as expressly permitted in this Agreement;

(c) otherwise make the Services and/or Documentation and Reports available to any third party or attempt to obtain, or assist third parties in obtaining, access to the Services, its Documentation and/or Reports, other than as provided under this Agreement;

(d) use the Services in any manner which interferes with or disrupts the integrity or performance of the Services or the Application Software;

(e) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Application Software, Services and/or Documentation (as applicable) in any form or media or by any means;

(e) attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Application Software; or

(f) access all or any part of the Services, Documentation and/or Reports to build a product or service which competes with BLOCK7’s Services nor use such and/or Documentation and Reports to provide services to third parties;

(g) falsely imply or suggest any sponsorship or association with BLOCK7 or establish a link to BLOCK7’s Services in such a way to suggest any form of association, approval, or endorsement by BLOCK7 of You and the Authorised Named Users where none exists or use the Services to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

7.9 BLOCK7 allows reassignment of registered Authorised Named Users and makes an allowance for only one (1) reassignment within an annual Service Period however You may request in writing to BLOCK7 for more than one (1) reassignment within Your current annual Service Period and BLOCK7 shall review Your application and shall not unreasonably withhold or delay such consent according to the following policy and process for reassignment in this section and any reassignment shall be subject to BLOCK7’s written authorisation and timescales for processing such reassignments as follows:

(a) You shall only reassign the Authorised Named User’s account in its entirety to another new Authorised Named User account within the current Service Period if that Authorised Named User either leaves Your employment or permanently changes their job role within Your company; and

(b) If an Authorised Named User is deleted from Your Subscriber Account due to termination from Your company/organisation that Authorised Named User must remain off the list and CANNOT BE REINSTATED as an Authorised Named User to access Our Services for the remaining duration of Your current Service Period unless You procure a new Subscription licence; and

(c) If an Authorised Named User is deleted from Your Subscriber Account due to a change in role within Your company/organisation and no longer requires  access to Our Services as a responsibility of their new role within Your company/organisation and as such that Authorised Named User must remain off the list and CANNOT BE REINSTATED as an Authorised Named User to access Our Services for the remaining duration of Your Service Period unless You procure a new Subscription licence however exceptions may be made for advanced payment of multi-year Service Periods.

7.10 You shall permit BLOCK7 or BLOCK7’s designated auditor to audit Your use of Our Subscription Services and all Authorised Named User’s usage within Your Subscriber Account for compliance with this Agreement and if any audit reveals that;

(a) any details or login credentials which may or may not include passwords have been provided to any individual who is not a registered Authorised Named User under Your Subscriber Account, then without prejudice to BLOCK7’s other rights, We may disable Your Subscriber Account and access to Our Services  and BLOCK7 may permanently delete or destroy any data submitted or populated by the Subscriber and Your Authorised Named Users thirty (30) days after access to the Service was disabled; and

(b) if You have underpaid Your fees (“Subscription Fees”) payable by Subscriber to BLOCK7, to operate the Subscription Services and/or Offerings, as set out in the Subscription Level and the Order to BLOCK7, then without prejudice to BLOCK7’s other rights, We may disable Your Subscriber Account and access to Our Services dependant on your level of abuse of Your Payment Terms and if We disable Your Subscriber Account You shall pay to BLOCK7 an amount equal to such underpayment as calculated in accordance with Your Order within ten (10) business days (excluding Saturday and Sunday plus UK bank holidays), of the date of the relevant audit in which case the associated Subscriber Account details and login credentials will be enabled.

7.14 You are also responsible for always keeping Your Subscriber Account details accurate and up to date including Your email address and, where applicable, Your contact details and payment plan associated with Your Subscriber Account. Your Subscriber Account contains a basic unit of information about You that resides in BLOCK7’s Account management record and/or billing system. Details held within the Subscriber Account are (but not limited to) login details, contact details, Subscription Level, billing cycle (“Billing Cycle”) which is Your billing frequency either monthly or annual or multi-year in advance, depending on what Subscription Level You select when purchasing Subscription Services via the Order payment plan and payment credentials, Your Service Period together with registered Authorised Named User identities both active and those disabled by BLOCK7 within the Subscriber Account.

7.15 You are solely responsible for ensuring access and deployment of the easy online and offline Subscription Services by You and Your Authorised Named Users’ Device and systems via devices such as laptop, PC, tablet, or smartphone are compatible with the Subscription Services and meet any minimum requirements specified and published in the Documentation and on BLOCK7’s Site.

7.16 BLOCK7 reserves the right, without liability or prejudice to its other rights to the Subscriber to disable Your and the other Authorised Named Users access to any material that breaches the provisions of this section seven (7).

8.    UPGRADING SUBSCRIPTIONS

You may, from time to time during any contracted Service Period, upgrade Your Subscription Level and purchase a Subscription Level which is in excess of the Subscription Level and associated number of Authorised Named Users set out in Your current active Order by signing an Order Addendum to Your Current Order and We shall grant access to the Subscription Services and/or Offerings to such additional Authorised Named Users subject to receipt of fully paid fees in accordance with the new Subscription Level chosen by You and the provisions of this Agreement.

9.    BILLING AND PAYMENTS

9.1 The Subscription Fees for the Service will be set out in Your Order and detailed in Your Subscriber Account and recorded in BLOCK7’s Account management record and/or billing system.

9.2 Your Billing Cycle is applied according to You signed contract of Order.

9.3 Payment for each Subscription Level are governed by these terms and conditions as well as the terms specified on Your contract of Order and are non-refundable.

9.4 To activate Your Subscription Level and number of Authorised Named Users, unless otherwise stated, any Subscription Fees incurred by You, BLOCK7 will bill You in advance according to Your Billing Cycle and contracted Service Period.

9.5 The Subscription Fees payable by You to BLOCK7 for the Subscriptions, as set out in Your Order and all amounts and fees stated or referred to in this Agreement will be billed (a) in pounds sterling unless agreed in writing by BLOCK7, and (b) are, where applicable, billed according to the Billing Cycle and Service Period contracted in Your Order will be visible under Your Subscriber Account.

9.6 You shall pay the relevant fees for any new Subscription Level in accordance with the Payment Terms attached to Your amended Order and We shall activate any additional Authorised Named Users within five (5) business days excluding Saturday and Sunday plus UK bank holidays, after payment has been received from You for such new Subscription Level and access to the Subscription Services provided by Us shall be deemed updated accordingly. If the new Subscription Level purchased by You is based on:

(a) an advanced annual payment or advanced multi-year advanced payment and is part way through the initial Service Period or any renewal of the Service Period (as applicable), such Subscription Fees shall be pro-rated from the date of activation by BLOCK7 for the remainder of the initial Service Period or then current renewal Service Period (as applicable); or

(b) a monthly payment in advance and is part way through the initial Service Period or any renewal of the Service Period (as applicable), all existing Authorised Named Users Service Period will be extended for a twelve (12) month period to align with any additional Authorised Named Users and Your monthly Subscription Fee will be increased accordingly.

9.7 Fees paid by You are non-refundable, except as provided in these terms or when required by law and are exclusive of value added tax (“VAT”) which shall be paid to BLOCK7’s at the appropriate rate. Upon receipt of Your Order, We must charge VAT on Your first and any further invoice. If eligibility for VAT exemption is proved however then the VAT charged on any invoice will be refunded in the form of a credit to Your billing account and future invoices will be issued without the addition of VAT.

9.8 Unless otherwise agreed upon, billing is based on the count of current registered and Authorised Named Users contracted in Your Orders excluding any Authorised Named Users who are classified as Property Stakeholder Users and are provided access free of charge. BLOCK7 recognises all Authorised Named Users that exist in Your Subscriber Account as active. Disabling a User account does not exclude them from Your billing activity, but simply removes their access and permissions to use the Services.

9.9 If the Parties agree to an increase in count of current registered and Authorised Named Users contracted in Your current Order, both Parties will sign an addendum to Your contract of Order accordingly and if Your payment is made via receipt of an Invoice process We will issue an invoice in respect of the additional Subscription Fees, or alternatively if Your payment is made by debit or credit card You hereby authorise BLOCK7 to bill such credit or debit card. If such additional Subscriptions are purchased by the Subscriber part way through the Initial Term or any Renewal Term (as applicable), such Subscription Fees shall be applied as per Your Order and this Agreement.

9.10 If Your payment is made via receipt of an Invoice process You shall, when completing the Order Form, provide to BLOCK7 up-to-date billing contact data for activation of the invoice.

9.11 If Your payment is made by debit or credit-card via a payment provisioner You are committed to providing valid, up to-date and complete credit or debit card details and any other relevant valid, up-to-date, and complete contact and billing details and You hereby authorise BLOCK7 to bill such credit or debit card on the beginning date (“Effective Date”) of that initial Service Period contracted in Your initial Order or the Effective Date of any subsequent renewal, increased Subscription Level or Auto Renewal Service Period(s) as set forth in the Order, Billing Cycle or otherwise in this Agreement for any Subscription Fees due pursuant to this Agreement unless subject to any cancellation notification of Your Auto Renewal.

9.12 Your Subscription and Service Period will automatically renew, known as Auto Renewal at the end of each Service Period unless You cancel Your Subscription through Your Subscription Account management page, or by requesting a cancellation by contacting BLOCK7’s accounts team. You may cancel Your Subscription at any time, in which case Your Subscription Fees and Subscription will continue until the end of that Service Period before terminating. No refund of Subscription Fees is provided for early cancellation by You and if any such refund is made will be subject to BLOCK7’s  breach of the terms of this Agreement by law.

9.13 BLOCK7 may change the Subscription Fees charged for the Subscription Services and /or Offerings at any time, provided that, for Subscription Services and /or Offerings billed on annual or multiyear advanced payment Service Periods, the change will become effective only at the end of the then-current Service Period of Your Order.

9.14 At the start of each renewal Service Period BLOCK7 will provide You with reasonable notice of any change in fees to give You an opportunity to cancel Your Auto Renewal before the change becomes effective accordingly.

9.15 If BLOCK7 has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of BLOCK7, We may, without liability to You suspend Your login credentials, Subscriber Account and access to all or part of Your Service and BLOCK7 shall be under no obligation to provide access to such whilst any invoice(s) and/or Subscriber Fees concerned remain unpaid:

(a) You shall continue to be charged for the Subscription Fees during any period of suspension; and

(b) at BLOCK7’s discretion interest may accrue daily on such due amounts at an annual rate equal to two percent (2%) over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment; and

(c) failure to pay overage fees when due may result in BLOCK7 suspending or terminating the applicable Subscription Services and /or Offerings (subject to applicable legal requirements), which may result in a loss of Your data associated with that Subscription Services and /or Offerings.

10.  SERVICE LEVELS AND SUPPORT SERVICE INCLUSIONS

10.1 BLOCK7 will provide You and any additional Authorised Named Users online access to BLOCK7’s Welcome Pack which provides links to BLOCK7’s support policies and processes and associated SLA.

10.2 We will use all reasonable endeavours to ensure that the cloud Service availability provided via a Separately Licensed Third-Party Technology engaged by BLOCK7 to enable the Service applications hosted on a server (“Hosting Provider”) will provide network availability at hundred percent (100%) per month, excluding:

(a) scheduled or emergency maintenance;

(b) network issues that are out of our direct control, for example, outages at internet exchange points, content delivery networks or any related infrastructure default of suppliers or subcontractors such as delays or errors via the internet or internet service providers; or

(c) unless non-performance is a result of any event beyond a Party’s reasonable control (“Force Majeure Event”) including without limitation, strikes, lockouts or other industrial action, failure of utilities, service or transport or telecommunications network, act of God, war, riot, civil commotion, compliance with any law or governmental order, rule or regulation, fire, flood, storm.

10.3 In the event of a Force Majeure Event, suspension of the Subscription Services and /or Offerings will usually exist until such a time as a contingency service resumes when either the Hosting Provider’s automatic failover within the cluster is activated if possible if not affected by the Force Majeure Event or restores the latest off-site back-up.

10.4 BLOCK7 reserves the right to suspend availability of access to the Subscription Services and /or Offerings for emergency or scheduled maintenance outside of normal business hours (9am to 5pm excluding Saturday and Sunday and UK public holidays) and wherever possible shall provide the Subscriber with three (3) business days prior notification of any scheduled maintenance.

10.5 From time-to-time BLOCK7 will upgrade, components of Our Service and any such enhancements will be evaluated for performance and reliability, and in accordance with Our internal release cycle process prior to release.

10.6 BLOCK7 may use tools, scripts, software, and utilities to monitor and administer the Subscription Services and /or Offerings and to help resolve Your support service requests (collectively known as “Support Tools”). These will not collect or store any of Your Data or content from Your applications residing in the Services Environment, except as necessary to provide the Subscription Services and /or Offerings or troubleshoot Your support service requests or other problems in the Service. Information collected by the Support Tools (excluding Your Data or content and Your applications) may also assist in managing Our product and service portfolio, to help BLOCK7 address deficiencies in its Application Software and Service, and for license and Subscription Services and /or Offerings management.

10.7 Service support (“Support Services”) provided by BLOCK7 in relation to the Services as described in BLOCK7’s support process and policies available within the Welcome Pack and Community Hub (TBA) as may be notified to You from time to time will be available to ONLY one (1) designated Subscriber’s support administrator, an individual (“Support Administrator”) listed on Your Subscriber Account. Unless agreed in writing by BLOCK7, this will be either You OR one of the other Authorised Named Users to be the main point of contact and liaison regarding any support issues that may arise during the operation of Your Service  and duration of this Agreement between both Parties.

10.8 Additional Support Services provided by BLOCK7 and accessed via Our Community Hub (TBA) may be available from time to time including frequently asked questions (FAQ) and answers, training videos, resource library, API’s, specific interfaces, eBooks. webinars and additional supplementary services which BLOCK7 may make available from time to time of which may be only available to Authorised Named Users, may be chargeable, and others are available free of charge.

11.   SERVICE EXCLUSIONS

11.1 Subscriber must bear its own costs of:

(a) accessing and using the internet, including the browser necessary to access the Services; and

(b) for devices or equipment used to access the Services; and

(c) restoration or retrieval of Your Data subject to Your personal request; and

(d) provision of any chargeable Additional Services, for example, onsite or classroom training subject to Your personal request.

11.2 At Your election third party software may be used by the Subscriber. Where third party software has been suggested by BLOCK7 for use by the Subscriber in connection with the Service, separate terms and conditions may accompany that third party software, with the owner or licensee of the third-party software requiring the Subscriber to accept those terms and conditions. If You do not agree to those terms and conditions, BLOCK7 may not be able to provide You with certain features or services within the Service and may be required by that owner or licensee of Separately Licensed Third-Party Technology to cancel the Subscriber’s access to the Service or feature and no additional fees will be payable for use of the Separately Licensed Third-Party Technology, unless specified in the independent terms and conditions contemplated.

12. COMMERCIAL ELECTRONIC MESSAGES AND DIRECT MARKETING

By purchasing the Subscription Services via Your Order, You consent to BLOCK7 sending You commercial electronic messages and other direct marketing communications (and any of Your employees, to workplace email addresses and/or mobile or landline telephones, having advised those employees of BLOCK7’s rights under this section) concerning the available Subscription Services and/or Offerings of BLOCK7. You and any of Your employees may OPT-OUT (unsubscribe and chose not to receive) of receiving such messages or direct marketing at any time via either Your initial contract of Order, by written notice at any time to BLOCK7, including by email to [email protected] or via the Contact Form on Our Site. For further information on how We manage Your Data during marketing activities to You please refer to Our Marketing And Advertising Privacy Policy  https://www.block7.co.uk/privacy/marketingandadvertising.

13. CONFIDENTIALITY AND NONDISCLOSURE

13.1 Information that is classified as confidential (“Confidential Information”) means any information including, but not limited to, Your order, the business, affairs, marketing, technical, knowledge, trade secrets or customers of the other Party or information embodied in Application Software and/or Documentation, Your Data residing in the Services  which, at the time of disclosure is confidential, or disclosed in circumstances of confidence, or understood by someone exercising reasonable business judgement to be confidential.

13.2 Each Party may be given access to Confidential Information from the other Party to perform its obligations under this Agreement and each Party will use all reasonable endeavours to keep confidential (and ensure that their employees and agents keep confidential and do not disclose or distribute) any and all information received by them relating to any part of the business and affairs of the other Party in violation of the terms of this Agreement provided that these obligations do not apply to information which is:

(a) known publicly through no wrongful act of the Party concerned;

(b) required to be disclosed by an order of law or other binding authority;

(c) disclosed to any adviser of either Party bound by a professional duty of confidentiality.

13.3 The receiving Party shall:

(a) keep all Confidential Information, confidential and not disclose it to any person (save as required by law); and

(b) use the Confidential Information only for the required purpose and for no other purpose.

13.4 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this section, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

13.5 Subject to the above section thirteen four (13.4) , each Party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this Agreement and Your Order.

13.6 No Party shall make, or permit any person to make, any public announcement concerning entering into this Agreement, any Order and SUA without the prior written consent of the other Party (such consent not to be unreasonably withheld, or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

13.7 INJUNCTIVE RELIEF: If either Party breaches, or threatens to breach the confidentiality provisions, the Parties agree that the non-breaching Party would have no adequate remedy at law and would therefore be entitled to immediate injunctive and other equitable relief.

13.8 The above provisions of this section thirteen (13) shall survive termination of this Agreement, however arising.

14.   DATA PROTECTION

14.1 In performing the Service, BLOCK7 will comply with all applicable laws from time to time in force in the United Kingdom relating to the protection of personal information (“Data Protection Laws”), including the UK GDPR Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any laws substituting, re-enacting, or replacing any of the foregoing, as amended or updated from time to time and in force in the United Kingdom together with the BLOCK7 Services Privacy Policy, which is available at https://www.block7.co.uk/privacy/services-privacy-policy and with Our General Privacy Statement https:// www.block7.co.uk/privacy/privacy-statement and any privacy policies and procedures referenced within and thus incorporated herein by reference.

14.2 BLOCK7’s privacy policies and procedures are subject to change at Our discretion; however, BLOCK7 policy changes will not result in a material reduction in the level of protection provided for Your Personal Data (“Personal Data”) has the same meaning given to that term as set out in the Data Protection Laws) provided as part of Your Data and content during the Service Period of Your Order.

14.3 Both Parties together with the Authorised Named Users will comply with all applicable requirements of any current UK Data Protection Legislation. This is in addition to, and does not relieve, remove, or replace, a Party’s obligations under the UK Data Protection Legislation.

14.4 The Parties acknowledge that for the purposes of the Data Protection Legislation (Data Protection Act 2018), and the updated UK GDPR, a UK law which came into effect on 1st January 2021, You are the Data Controller and BLOCK7 is the Data Processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation) and We will act on Your instruction concerning the treatment of Your Personal Data as specified in this Agreement, Our privacy policies and procedures and Your applicable Order.

14.5 You shall indemnify and keep indemnified BLOCK7 from and against all costs, claims, damages, losses, expenses (including legal fees) and liabilities arising in connection with any notice, action, claim, demand, or allegation that any processing of Your Data by You and Your Authorised Named Users whilst using the Service is in contravention of the Data Protection Legislation Act or associated Data Protection legislation.

14.6 You will ensure that You have all necessary appropriate consents and notices in place to enable lawful transfer of Your Personal Data to BLOCK7 in the usage of Our Service for the duration and purposes of this Agreement and Your applicable contract of Order Service Period.

14.7 In relation to any Personal Data processed in connection with the performance by You and the Authorised Named Users of Your obligations under this Agreement BLOCK7 shall:

(a) process that Personal Data only for the purposes of this Agreement or on Your written instructions; and

(b) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(c) not transfer any Personal Data outside of the United Kingdom unless the conditions are fulfilled according to the UK General Data Protection Regulation (GDPR).

13.7 BLOCK7 will comply with Your reasonable instructions notified to it in advance with respect to the processing of the Personal Data and shall:

(a) assist You in responding to any request from a Data Subject (where “Data Subject” has the same meaning given to that term as set out in the Data Protection Laws); and

(b) in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; and

(c) notify You without undue delay on becoming aware of a Personal Data breach.

14.8 You may not provide BLOCK7 access to payment card or similarly sensitive personal information that imposes specific data security obligations for the processing of such data unless specified in Your Order. When made available by BLOCK7, You may purchase Subscription Services and /or Offerings via BLOCK7’s payment card provisioner services, designed to address specific data protection requirements applicable to Your business or Your Data.

14.9 At Your written direction BLOCK7 will delete or return Personal Data and copies thereof to You in its possession at the time of termination of this Agreement unless required by applicable law to store the Personal Data an maintain records and information to demonstrate its compliance with these provisions.

14.10 On Your request for deletion of Your Data BLOCK7 will delete and destroy Your Data and You will receive confirmation of deletion of such data. If BLOCK7 receives no written notice, BLOCK7 reserves the right to destroy or otherwise dispose of any Subscriber Data in its possession according to Our security policy unless restricted by law.

14.11 This Agreement permits BLOCK7 to retain a copy of Your Data as is necessary to administer the Subscription Services and /or Offerings, for purposes of record keeping and/or as required by law.

14.12 All Your Data together with Your additional Authorised Named Users Data belongs to You and therefore classified as Your Data and BLOCK7 will treat it as such, and You shall own all right, title, and interest in and to all Your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of all such.

15. THIRD PARTY CONTENT PRODUCTS AND SERVICES

15.1 The Services may enable You to link to, transmit Your Data to, or otherwise access, other web sites, content, products, services, and information hosted by third party services , for example, mobile forms, messenger applications, security protocols. These applications and integrations will interact with the Subscription Services and Our collection, use, and disclosure of information will be in accordance with Our Services Privacy Policy found on Our Site https://www.block7.co.uk/privacy/services-privacy-policy together with Our https://www.block7.co.uk/privacy/privacy-statement and related privacy policies and procedures referenced within, together with this Agreement, SUA and Order with the Customer. BLOCK7 does not control and is not responsible for such third-party websites or any such content , products, services, and information accessible from or provided through the Service, and You bear all risks associated with access to and use of such third-party websites and third-party content, products, services, and information.

15.2 Any Third-Party Content, which does not include Separately Licensed Third-Party Technology,  made accessible by BLOCK7 in or through the Services and Application Software is provided on an “as-is” and “as available” basis without any warranty of any kind and You acknowledge that BLOCK7 is not responsible for and under no obligation to control, monitor or correct Third Party Content.

15.3 You acknowledge that the nature, type, quality, and availability of Third-Party Content may change at any time during the Service Period, and features of the Service that interoperate with third parties such as portable document format (“PDF”) reports, depend on the continuing availability of such third parties’ respective application programming interfaces (APIs) for use with the Service.

15.4 BLOCK7 may update, change, or modify the Service under this Agreement because of a change in, or unavailability of, such Third-Party Content, third party applications, services, or APIs. If any third-party ceases to make its Third-Party Content or APIs available on reasonable terms for the Service, as determined by BLOCK7 in its sole discretion, BLOCK7 may cease providing access to the affected Third-Party Content or third-party services without any liability to You.

15.5 Any changes to Third Party Content, third party services or APIs, including their availability or unavailability, during the Service Period does not affect Your obligations under this Agreement or the applicable Order, and You will not be entitled to any refund, credit, or other compensation due to any such changes.

16. INTELLECTUAL PROPERTY

16.1 You acknowledge that all Intellectual Property Rights (“IPR”)in Subscription Services and/or Offerings , Documentation, Services, Application Software product names, trademarks, and logos patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other IPR, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world of BLOCK7 belong to BLOCK7 and/or its licensors. BLOCK7 or its licensors retain all ownership and IPR to the Subscription Services and/or Offerings, and derivative works thereof, and to anything developed or delivered by or on behalf of BLOCK7 under this Agreement except for any Separately Licensed Third-Party Technology that may be used to deliver the Subscription Services.

16.2 Except as expressly stated herein, this Agreement does not grant You any IPR, or any other rights or licences in respect of Subscription Services and/or Offerings, its Documentation or Reports.

16.3 You acknowledge that rights in the Service are licensed via Subscription Services (NOT SOLD) to You, and You agrees that You have no rights in, or to, the Services, the Documentation or trademarks other than the right to use them in accordance with Your Order, SUA and the terms of this Agreement or as otherwise agreed by BLOCK7.

16.4 You acknowledge that You have no right to have access to the Service in source code form or in unlocked coding or with comments.

17.  INDEMNIFICATION

17.1 BLOCK7 agrees to defend Subscriber, its officers, agents, partners and employees, and to pay any judgments, costs and expenses, or amounts paid in settlement to which BLOCK7 agrees, which Subscriber, its officers, agents, partners and employees, may sustain as the result of any claim by a third party that the BLOCK7 Subscription Services and/or Offerings by itself and in unmodified form infringes a third party’s IPR, provided that Subscriber provides BLOCK7 with prompt written notice of such claims or threat of such claims and that BLOCK7 is given full control and authority to investigate, defend and/or settle such claim and the You provide the information, authority and assistance needed to defend against or settle the claim.

17.2 In the event of any claim that the BLOCK7 Subscription Services and/or Offerings infringe a third party’s IPR, BLOCK7 may, at its option (a) procure the right to allow Subscriber to continue to use the affected BLOCK7 Service, or (b) modify the BLOCK7 Service so it is not infringing, in which case Subscriber shall immediately cease using the infringing BLOCK7 Service, or (c) terminate this Agreement and refund a pro-rata portion of any unused Subscription Fees actually paid.

17.3 Subscriber agrees to indemnify and hold BLOCK7, its officers, agents, partners and employees, harmless from any loss, liability, claim or demand, including reasonable legal fees, made by any third party due to or arising out of any breach of this Agreement or inappropriate usage of the Subscription Services and/or Offerings and/or the Site by Subscriber or Subscriber’s Authorised Named Users including usage of in-built email, news items, automated reporting or workflow functionality and/or the uploading of either inappropriate material or material that contravenes the IPR of a third party.

17.4 BLOCK7 shall not be liable whether in contract, tort (save in case of negligence, wilful act, or breach of statutory duty), misrepresentation, restitution or otherwise for any special, indirect, or consequential loss, costs, damages, charges, or expenses of any kind howsoever arising.

17.5 In no event shall BLOCK7, its employees, agents and sub-contractors be liable to the Subscriber to the extent that the alleged infringement is (a) based on a modification of the Services, its Documentation and/or Reports by anyone other than BLOCK7, or (b) the Subscriber’s use of the Services its Documentation and/or Reports in a manner contrary to the instructions given to the Subscriber by BLOCK7, or (c) the Subscriber’s use of the Services, its Documentation and/or Reports after notice of the alleged or actual infringement from BLOCK7 or any appropriate authority.

18.  LIMITATION OF LIABILITY

18.1 BLOCK7 WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SUBSCRIPTION SERVICES AND/OR OFFERINGS AND/OR ADDITIONAL SERVICES THAT MAY BE MADE AVAILABLE TO YOU FROM TIME TO TIME.

18.2 EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT YOU SHALL ASSUME ALL RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF BLOCK7’S SUBSCRIPTION SERVICES AND/OR OFFERINGS  AND FOR CONCLUSIONS DRAWN FROM SUCH USE. BLOCK7 SHALL HAVE NO LIABILITY FOR ANY DAMAGE OR LOSS CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION OR INSTRUCTIONS PROVIDED TO BLOCK7 BY YOU IN CONNECTION WITH THE SUBSCRIPTION SERVICES AND/OR OFFERINGS, OR ANY ACTIONS TAKEN BY BLOCK7 AT YOUR DIRECTION; AND ALL CONDITIONS, WARRANTIES AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW, PERMITTED BY LAW, ARE FULLY EXCLUDED FROM THIS AGREEMENT.

18.3 BLOCK7 SHALL NOT BE LIABLE WHETHER IN CONTRACT, TORT (SAVE IN CASE OF NEGLIGENCE, WILFUL ACT, OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY OF THE FOLLOWING, (A) LOSS OF PROFITS, AND/OR (B) LOSS OF CONTRACTS, ( AND/OR C) BUSINESS INTERRUPTION, AND/OR (D) LOSS OF INFORMATION, AND/OR (E) LOSS OF, DAMAGE TO OR CORRUPTION OF DATA, OR (F) ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES, OR EXPENSES OF ANY KIND HOWSOEVER ARISING.

18.4 NOTHING IN THIS AGREEMENT EXCLUDES THE LIABILITY OF BLOCK7 FOR (A) DEATH OR PERSONAL INJURY CAUSED BY BLOCK7’S NEGLIGENCE, OR (B) FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR (C) ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW.

18.5 BLOCK7’S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR A CLAIM RELATING TO THE SUBSCRIPTION SERVICES AND/OR OFFERINGS, SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY SUBSCRIBER FOR THE SUBSCRIPTION SERVICES AND/OR OFFERINGS THAT GIVE RISE TO THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

19.   SERVICE PERIOD AND TERMINATION

19.1 Subscription  Services and/or Offerings provided under this Agreement shall be provided for the Service Period defined in Your Order, unless earlier suspended or terminated in accordance with this Agreement and if stated in Your Order will Auto Renew for additional Service Periods unless (a) You provide BLOCK7 with written notice no later than sixty (60) days prior to the end of the applicable Service Period of Your intention not to renew such Subscription Services and/or Offerings, or (b) BLOCK7 provides You with written notice no later than ninety (90) days prior to the end of the applicable Service Period of its intention not to renew such Subscription Services and/or Offerings or Service Period.

19.2 The initial Service Period contracted in Your first Order together with any subsequent renewal Service Periods shall constitute Your Customer tenure (“Customer Tenure”) means any linked continuous Service Period including the Subscriber’s contracted period specified in the initial Order together with any subsequent renewal Service Period without any gaps of termination throughout the continuous Service Period).

19.3 BLOCK7 may temporarily suspend Your password, account, and access to or use of the Subscription Services and/or Offerings if You or Your Authorised Named Users violate any provisions within section five (5)  the ‘Grant And Scope Of Licence’, including section seven (7) ‘Authorised Use of the Services’, and section nine (9) ‘Billing and Payments’, sections of this Agreement, or if in BLOCK7’s reasonable judgment, the Subscription Services and/or Offerings or any component thereof are about to suffer a significant threat to security or functionality. BLOCK7 will provide advance notice to You of any such suspension in Our reasonable discretion based on the nature of the circumstances giving rise to the suspension.

19.4 BLOCK7 may terminate the Subscription Services and/or Offerings under an Order if any of the foregoing causes of suspension is not cured within 30 days after BLOCK7’s initial notice thereof. Any suspension or termination by BLOCK7 under this paragraph shall not excuse You from Your obligation to make payment(s) under this Agreement.

19.5 BLOCK7 reserves the right to immediately and without notice suspend Subscriber Account, password, login credentials and/or access to any or all Subscription Services and/or Offerings and may remove from its Subscription Services and/or Offerings  and its servers any content, where BLOCK7 reasonably suspects that Your Subscription Account has been inappropriately used and/or is in breach of this Agreement.

19.6 If either Party breaches a material term of this Agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching Party is in default and the non-breaching Party may terminate the Order under which the breach occurred. If BLOCK7 terminates the Order as specified in the preceding sentence, You must pay within 30 days all outstanding payments due to Us that have accrued prior to such termination, as well as all sums remaining unpaid for the Subscription Services and/or Offerings under such Order plus related taxes and expenses.

19.7 Except for non-payment of fees, the nonbreaching party may agree in its sole discretion to extend the thirty (30) day period on condition that the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under this Agreement, You may not use those Subscription Services and/or Offerings ordered.

20.   EFFECTS OF TERMINATION

20.1 Upon termination of the Services, the Subscriber’s account(s) will be immediately deactivated with no further access to the Services.

20.2 On termination or expiry of Your Subscriber Account for whatever reason You shall pay immediately all sums outstanding pending on Your Subscriber Account to us within 14 working days.

20.3 If You terminate a Subscription in the middle of a Service Period where You have paid in full in advance for that Service Period, You will not receive a refund for any period You did not use in that Service Period unless You are terminating the Agreement for Our breach and have so notified Us in writing, or unless a refund is required by law.

20.4 Upon termination of the Services, BLOCK7 will retain Your Data and content for at least thirty (30) days so that You may request on termination of Your Subscriber Account a delivery of the most recent back-up of Your Data by providing BLOCK7 with a written request no later than ten (10) days after the effective date of termination or after cancellation of any Auto Renewal. BLOCK7 shall use reasonable commercial endeavours to deliver the back-up to You within thirty (30) days of receipt of such written request. You shall pay all reasonable administration fees and expenses incurred by BLOCK7 in returning Your Data to You.

20.5 Upon expiration of the thirty (30) day retention period BLOCK7 will delete all Your Data and none of BLOCK7, its personnel or providers will be liable for any claims in connection with deletion of Your Data and content.

21.  FORCE MAJEURE

21.1 Neither Party shall have any liability for any failure to perform or delay in performing any of its obligations under this Agreement if and to the extent that such failure or delay resulted from reasons, circumstances, or events beyond the reasonable control of that Party.

21.2 If a Party affected by any circumstance or event of the type described in the foregoing, that Party shall notify the other Party as soon as reasonably practicable, and the Parties shall each use all reasonable endeavours to minimise the impact on the affected obligations.

22. WAIVER

If either Party fails, at any time during the term of this Agreement, to insist on strict performance of any of the other Party’s obligations under this Agreement, or if either Party fails to exercise any of the rights or remedies to which it is entitled under this Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve the other Party from compliance with such obligations.

23.   SEVERABILITY

If any of the terms of this Agreement are determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such term, section, or provision will to that extent, be severed, from the remaining terms, sections and provisions which will continue to be valid fully permitted by law.

24.  NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

25.  NON-ASSIGNMENT

Neither Party may transfer, assign, charge or otherwise dispose of this Agreement, or any of its rights or obligations arising under it, without the other Party’s prior written consent.

26.  SURVIVAL

26.1 The Parties’ obligations under sections referencing Grant and Scope of Licence, Authorised Use of the Services, Billing and Payment, Confidentiality and Nondisclosure, Data Protection, Third Party Content Products and Services, Intellectual Property, Indemnification, Limitation of Liability, Service Period and Termination, Waiver, Severability, No Partnership or Agency, Non-Assignment will survive the termination, expiration or end of this Agreement.

26.2 Additionally, provisions which by their intent or terms are meant to survive the end of this Agreement, will do so.

27.  LAW AND JURISDICTION

This Agreement, its subject matter, and its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and the Parties submit to the exclusive jurisdiction of the English Courts.

28.  MODIFICATION OF CLOUD SUBSCRIPTION AGREEMENT

We reserve the right to modify or change the terms and conditions set out herein at any time and any such variation shall be binding upon the Customer with effect from the last Revised Date. All Customers are bound by the latest terms and conditions published on Our website.