Terms and Conditions

247 COMMERCE LTD BUSINESS SOLUTIONS LICENSE AGREEMENT

This Business Solutions Agreement is a legal agreement between “you”the registered company and 247 Commerce Ltd, the author of this licensed software, coding and algorithmsbranded 247 CloudHub. It includes and is not limited to associated media, printed materials, and “online” or electronic documentation hereafter referred to as the (“SOFTWARE PRODUCT”).

Both you and 247 Commerce Ltd are independent parties and nothing in this Agreement shall constitute either party as the employer, partner or as a joint venture with the other party. Neither you nor 247 Commerce Ltd has any authority to assume or create any obligation or liability; either expressed or implied, on behalf of the other.

By installing, accessing, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this Agreement.

If you do not agree to the terms of this Agreement, do not proceed with registration through this process for the SOFTWARE PRODUCT. Should you proceed, you will be bound by all terms outlined in this Agreement along with the appropriate charges as outlined in the Service Tier and Payment Schedule.

1. SOFTWARE PRODUCT LICENSE

1.1 You are not allowed to make a charge for distributing this Software as a reseller whether as a stand-alone product, module by module, or as part of a compilation or anthology. It cannot be used for supporting any other businesses apart from your own without prior approval from 247 Commerce Ltd.

1.2 This Agreement grants you the following rights: Installation and Use. You may access, install and use the SOFTWARE PRODUCT based on the service tier you have subscribed to as part of this Agreement as outlined in the Service Tier and Payment Schedule.

1.3 You may not reproduce or distribute copies of the SOFTWARE PRODUCT; including and not limited to all copyright and trademark notices.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

2.1 You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Prior to commencing with any such actions prior approval must be sought from 247 Commerce Ltd by contacting enquiries@247commerce.co.uk

2.2 As part of this agreement you are entitled to any updates, patches or improvements to the SOFTWARE PRODUCT that fall within your service tier outlined in the Payment Schedule section of this agreement.

2.3 You may permanently transfer all of your rights under this Agreement, provided the recipient agrees to the terms of this Agreement. 247 Commerce Ltd reserves the right to terminate the agreement should they see any potential conflicts of interest caused by a transfer of rights to another person or legal entity.

3. TERMINATION

3.1 Without prejudice to any other rights, 247 Commerce Ltd may terminate this agreement if you fail to comply with the terms and conditions outlined in this Agreement. In such event, with immediate effect you and any associated user accounts will have no further access to the SOFTWARE PRODUCT and all of its component parts, including data held which will be deleted with immediate effect.

3.2 You may terminate this agreement by providing 30 day’s formal written notice to enquiries@247commerce.co.uk Upon receiving your request 247 Commerce Ltd will confirm your termination date in writing. After this date you will have no further access to the SOFTWARE PRODUCT and all data held within the SOFTWARE PRODUCT will be irrecoverable. It is your responsibility to ensure data is extracted and backed up prior to termination if required.

4. COPYRIGHT

4.1 All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, design, examples, algorithms and functionality incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by 247 Commerce Ltd. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material.

4.2 You agree to indemnify and hold harmless 247 Commerce Ltd against any and all claims, costs, and expenses, including legal fees, due to materials included in any work completed or materials held by 247 Commerce Ltd at your request for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.

5. LIMITED LIABILITIES AND WARRANTY

5.1 247 Commerce Ltd disclaims any warranty for the SOFTWARE PRODUCT. The SOFTWARE PRODUCT and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose, or non-infringement. The entire risk arising out of use or performance of the SOFTWARE PRODUCT remains with you.

5.2 In no event shall 247 Commerce Ltd be liable for any special, consequential, incidental or indirect damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, blocked marketplace or sales channel accounts, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product.

6. CONFIDENTIALITY

6.1 Either you or 247 Commerce Ltd may disclose and share confidential information to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party.

6.2 Confidential information shall not include information that is already known to the party to which it is disclosed; is or becomes part of the public domain without breach of this Agreement; is obtained from third parties, which have no obligations to keep confidential to the parties in this Agreement.

7. PAYMENT TERMS AND ADDITIONAL SERVICES

7.1 The charging period will be monthly with fixed feesdue up front prior to use of the SOFTWARE PRODUCT. License fees or charges for additional use if applicable will be calculated on the 1st working day of each new month for the previous one and any difference arising out of this calculation, apayment taken via our online payment portal within 3 working days.

7.2 Upon receiving your monthly invoice any disputes, discrepancies or claims should be raised and sent to accounts@247commerce.co.uk within 5 working days of receipt.

7.3 Any work you request outside the scope of this standard software license agreement will be charged at an additional fee. The SOFTWARE PRODUCT is designed to be self-service therefore any product listing creation, design or requests outside basic information or technical support requirements will be chargeable. In any event, 247 Commerce Ltd reserve the right to refuse the completion of work deemed out of scope and classified as bespoke development, listing creation, design or general managed services.

7.4 247 Commerce Ltd reserve the right to terminate all access and delete data held on the SOFTWARE PRODUCT should payment of your account not be settled with immediate effect. Non-payment constitutes a breach of this Agreement allowing 247 Commerce Ltd to exercise their rights of termination as outlined in Clause 3.1.

7.5 Should payment be made 247 Commerce Ltd reserve the right to charge you a Reconnection and Data Recovery fee of £200.00 invoiced for payment prior to reactivation of the SOFTWARE PRODUCT.

7.6 You will be billed based on the number of products loaded, orders downloaded and the services consumed in accordance with our publicised pricing plan. Should your usage change 247 Commerce automatically reserve the right to charge based on the new appropriate pricing level. This may increase or decrease subject to your situation.

8. PUBLICATION

8.1 Either party may publish or disclose information regarding the SOFTWARE PRODUCT and shall acknowledge the support of each other in all such publications. You may use the name of 247 Commerce Ltd in any advertising or publicity. Both you and 247 Commerce Ltdmust seek approval to any publication prior to submission.

9. FORCE MAJEURE

9.1 If the performance of this agreement by either party is prevented hindered or delayed by reason of any cause beyond the control of that party including but not limited to war, strikes, riots, terrorism, civil commotion or governmental action then that party shall be excused from such performance. This will be to the extent that it is necessarily prevented, hindered or delayed thereby during the continuance of such cause and this agreement shall be suspended for so long as or to the extent that any such cause prevents, hinders or delays performance.

10. PAYMENT SCHEDULE

10.1 247 Commerce reserve the right to make changes to the Payment Schedule and will provide 90 days notice of any such changes prior to the effective from date. This will be notified in email to the registered super user or administrator.

10.2 Per day order calculations for billing purposes will be taken based on a daily average for the month period.

10.3 Products in Inventory count will be calculated based on the highest number added to the SOFTWARE PRODUCT for the month period.

10.4 Any difference between the costs associated with the tier you were allocated in for the month compared with actual calculations will be taken in accordance with our Payment Terms outlined in Section 7 of this agreement.

10.5 Should your usage be over 5000 uploaded products or 500 orders per day a member of our Enterprise sales team will contact you to discuss an appropriate plan.

The undersigned agree and can authorise the terms of this agreement on behalf of the companies involved.

We do not take any payment online. Please proceed to checkout and a member of our sales team will contact you.