These Terms (the “Terms”), published by C7, set out the terms and conditions upon which you may use the Verification Software and receive the 7Trust Credential Service in consideration of the payment by the Client to C7 of the Fees.

By completing the Initial Steps or otherwise downloading or installing the Verification Software you agree to these Terms on behalf of your organisation and are consenting on behalf of your organisation to be bound by them. 

If you do not agree to these Terms or your organisation has not given you authority to enter into agreements on its behalf, you must not download, install, or use (as appropriate) the Verification Software and may not access the 7Trust Credential Service. We (C7) are entitled to, and will, treat your agreement to these Terms as forming a binding agreement between C7 and the organisation you represent.

These Terms should be read alongside our Privacy Policy which is available on our Website here: https://7trust.c7.digital (our “Privacy Policy”).

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1. Interpretation 

1.1 In these Terms, unless the context otherwise requires, capitalised expressions in the body of these Terms have the meaning given to them, and the following definitions apply:
 

• “7Trust Client App” 
  means the proprietary software application, owned by C7, which, once successfully installed by the Client, enables an entity to request credentials for party IDs or organisations and to add additional information such entity’s verified identity (obtained through use of the 7Trust Credential Service);
   

• “7Trust Credential Service”
  means the service provided by C7 to verify an entity’s ownership of its domain (or other form of verification as may become available) on the Canton Network and to link that domain or other form of verification to the entity’s Daml Party ID, including the provision of a Client Credential to that entity following successful completion of the Initial Steps pursuant to clause 4.2;
   

• “Agreement”
  means the agreement between the Client and C7 for the access to and use of the Verification Software and the provision of the 7Trust Credential Service by C7, comprising the Sign-Up Process and these Terms;
   

• “Authorised User”
  means an employee or other representative of the Client, who has been duly authorised by the Client, and who has access from time to time to the Verification Software;
   

• “C7”
  means C7 Labs UK Limited, a company incorporated and registered in England and Wales under company number 16568411 whose registered office is at 7 Cavendish Place, 7 Cavendish Place, London, England, W1G 0QB;
   

• “C7 Materials”
  means all data, information, works and materials accessed or obtained by the Client through use of the 7Trust Credential Service in accordance with the Agreement, including the Verification Software and Documentation;

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• “Canton Coins”
  means the utility tokens awarded to network participants of the Canton Network and used to pay for traffic fees for using the infrastructure of the Canton Network 
   

• “Canton Network”
  means the privacy-focused open blockchain network known as the ‘Canton Network’ which facilitates institutions to conduct transactions across a number of applications and asset classes;
   

• “Client”
  means the person identified as the ‘Client’ during the Sign-Up Process;
   

• “Client Credential”
  means the digital verification issued by C7 in connection with the Client’s use of the Verification Software which confirms that the Client domain or other form of verification on the Canton Network is connected to its Daml Party ID;
   

• “Confidential Information”
  means in relation to a Party or its affiliates, the terms of the Agreement, and all other information and trade secrets relating to that party’s or its affiliates’ business or customers which come into the possession of the other Party or its affiliates pursuant to the Agreement, whether orally, or in documentary, electronic or other forms, including all such information held by the other as of the Commencement Date including, in the case of C7, the C7 Materials, and the form in which data, information, works and materials are visualised or presented via the Verification Software from time to time;

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• “Commencement Date”
  means the date upon which the Client Credential is first issued;
   

• “Daml Party ID”
  means a unique identifier assigned to an entity who is participating in a Daml-based application running on the ledger of the Canton Network;
   

• “DAR File”
  means the packaged file made available by C7 pursuant to the Agreement necessary to deploy a Daml application to the Client’s ledger on the Canton Network;
   

• “Data Protection Legislation"
  means as applicable, the laws and regulations relating to Processing of Personal Data, including the (i) EU General Data Protection Regulation 2016/679 (“GDPR”); (ii) the GDPR as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 ("UK GDPR"); and (iii) the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation; as may be amended or superseded from time to time. The terms “Controller”, “Data Subject”, “Personal Data”, “Processing”, “Data Protection Impact Assessment”, and “Processor” shall have the meanings given to them in the UK GDPR;
   

• “Documentation”
  means any and all user guides, operating manuals, specifications, technical manuals, release notes, installation instructions, support materials, and other documents (in each case whether in physical or digital form) that are provided or made available by C7 to the Client in connection with the Verification Software or the 7Trust Credential Service, including those which describe the functionality, operation, use, or maintenance of the Verification Software;
   

• “Feedback”
  means any and all comments, suggestions, ideas, or other feedback provided, disclosed, or otherwise made available to C7 by the Client or any Authorised User from time to time;
   

• “Fees”
  has the meaning given to it in clause 7.2;
   

• “Insolvency Event”
  means with respect to a Party, (a) entering into a composition or arrangement with its creditors other than for the sole purpose of a solvent reconstruction; (b) an inability to pay its debts as they become due; (c) a person becoming entitled to appoint or appointing a receiver or an administrative receiver over that Party’s assets; (d) a creditor or encumbrancer attaches or takes possession of the whole or any part of that Party's assets which is not discharged within fourteen (14) days; or (e) any event occurs, or proceeding is taken, in any jurisdiction that has an effect equivalent or similar to any of the events mentioned in (a) to (d) above;

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• "Intellectual Property Rights"
  means any and all patents, trade marks, business names, copyright, database rights, rights in designs, rights in inventions, and any and all other intellectual property rights, whether or not registered or capable of registration and whether subsisting anywhere in the world and including all applications and rights to apply for any of them together with all or any associated goodwill;
   

• “Sign-Up Process”
  means the electronic procedure by which a person submits required information via the designated web-based request for the 7Trust Credential Service, confirms acceptance of these Terms (including by ticking a checkbox, clicking a confirmation button, or equivalent means) and requests approval by C7 for a Subscription;
   

• “Subscription”
  has the meaning given to it in clause 4.3;
   

• “Update”
  means each modification, enhancement, patch, fix, release, or new version of the Verification Software that is provided or made available by C7 from time to time to correct faults, improve functionality or performance, maintain compatibility, or otherwise update the Verification Software, but excluding in each case any upgrades which add substantial new features or functionality (which shall be marketed and priced separately);
   

• “Verification Software”
  means the DAR File and the 7Trust Client App;
   

• “Virus”
  means any code or data designed or adapted to impair or otherwise adversely affect the operation of any computer or equipment, prevent or hinder access to any program or data (whether by rearranging the same within the computer or equipment or any storage medium or device, or by altering or erasing the program of data in whole or part, otherwise), including computer viruses and other similar things; and
   

• “Website”
  means https://7trust.c7.digital/ and any and all sub-domains.

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1.2 In these Terms references to: words and phrases that are defined in applicable law or regulations shall have the meaning in such applicable law or regulations; a Party means a party to the Agreement and the Parties means both parties to the Agreement;   a statutory provision includes a reference to any modification, consolidation, or re-enactment of the provision from time to time in force, and all subordinate instruments, orders or regulations made under it; either Party includes, where appropriate, persons deriving title under it; includes or including shall be construed as without limiting the generality of the preceding words; any document (including these Terms) or a provision of them shall be construed as a reference to that document or provision as amended from time to time by agreement between the Parties in accordance with these Terms; writing includes any method of reproducing words in a legible and non-transitory form, including e-mail; rights include the rights and remedies of the Party in question; the singular includes the plural and vice versa; and the headings are for convenience only, and do not affect the interpretation of these Terms.
 

2. Eligibility 
2.1 The 7Trust Credential Service and Verification Software are intended solely for businesses, who are not prohibited by applicable law or regulations from using them. 
2.2 The 7Trust Credential Service and Verification Software are not intended for personal use or for use by consumers and no agreement with any such person will be binding on C7, notwithstanding the acceptance of these Terms by any such person.
2.3 To enter into an Agreement, the individual doing so therefore warrants and represents that they: (i) are at least eighteen (18) years of age, and (ii) have all necessary rights, power, and authority to enter into an Agreement for and on behalf of the

Client.

 

3. Duration

The Agreement shall start on the completion of the Sign-up Process and shall continue thereafter on a rolling monthly basis until terminated in accordance with its terms (the “Term”). 

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4. Initial Steps and Verification Software

4.1 To access the 7Trust Credential Service, the Client (or its representative) must, subject to clause 4.3, first register their interest on our website or through directly contacting us according to the procedure C7 may make available from time to time. The Client will have access to the 7Trust Credential Service only when C7 has vetted and approved the Client. 

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4.2 After successfully being approved by C7, the Client (or its representative) must complete the following steps (the “Initial Steps”) to gain access to the 7Trust Credential Service: 

 

4.2.1 access a link made available by C7 to access a deployment guide containing step by step instructions on how to gain access to the 7Trust Credential Service;

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4.2.2 download the DAR File from C7’s GitHub repository and deploy it to the Client’s participant node on the Canton Network;

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4.2.3 install the 7Trust Client App by deploying the docker image to the Client’s infrastructure;

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4.2.4 log in to the 7Trust Client App using AIM or SSO credentials and follow the steps (including such data and information as may be required according to the functionality of the 7Trust Client App) to confirm domain ownership (or provide other requested forms of verification) and to receive and activate the Client Credential. 

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4.3 The date of issue of the Client Credential shall be regarded as the Commencement Date, which marks (i) the completion of the Sign-Up Process and Initial Steps and (ii) the beginning of the Client’s use of the 7Trust Credential Service (the “Subscription”). C7 shall not be under any obligation to the Client prior to the Commencement Date.

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4.4 C7 may refuse (at its absolute discretion) a request for a Subscription for any reason whatsoever.

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4.5 Subject to the Client’s compliance with the Agreement, C7 hereby grants the Client a non-exclusive, non-transferable, personal and non-sub-licensable licence during the Term to:

 

4.5.1 use the Verification Software in connection with the 7Trust Credential Service, for the Client’s own, internal business purposes; 

 

4.5.2 to create (as part of one Subscription) one or more Client Credentials, under one or more Daml Party IDs; and

 

4.5.3 use and display the Client Credential(s) made available by C7 pursuant to the Agreement, in connection with the Client’s Daml Party ID(s) on the Canton Network.

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4.6 The Client hereby acknowledges that the Verification Software may evolve over time and that functionality may be added or removed from time to time.

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4.7 C7 may issue Updates to the Verification Software (or any part of it) from time to time and the Client shall promptly install or otherwise apply any and all such Update released by C7.

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4.8 The Client shall, and shall ensure that each Authorised User will, keep secure and confidential any access credentials (including any username and password) used to access and use the Verification Software (“Access Credentials”) and shall not disclose such Access Credentials to any other person.

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4.9 The Client must take reasonable precautions to prevent any unauthorised access to, or use of, the Verification Software and, in the event of any such unauthorised access or use, promptly notify C7.

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4.10 C7 may monitor the Client’s and its Authorised Users’ use of the Verification Software from time to time to ensure quality, improve the Verification Software and the 7Trust Credential Service, and verify the Client’s compliance with the Agreement.
 

5. The 7Trust Credential Service

5.1 Subject to the payment of the Fees when due, C7 shall, commencing on the date (according to C7’s records) on which the Client has successfully completed the Initial Steps (in the manner and according to the timing required by C7), provide the 7Trust Credential Service to the Client with reasonable skill and care.

 

5.2 The Client acknowledges and agrees that:

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5.2.1 the provision of the 7Trust Credential Service and the Client and its Authorised Users’ access to and use of the Verification Software is conditional upon the Client’s compliance with the Client’s obligations under clause 4.7; 

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5.2.2 C7 shall not be responsible or liable for any failure or delay in providing access to or use of the Verification Software or the 7Trust Credential Service following any breach by the Client of its obligations under clause 4.7, and the Client’s obligations under the Agreement shall not be affected;

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5.2.3 C7 has the right at any time to question the ongoing validity of a Client Credential, in which case the Client shall promptly provide such further information or take such steps as C7 may reasonably request; and C7 may at its discretion suspend or cancel the applicable Client Credential unless and until the Client complies with such request.

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6. Client’s Obligations

6. 1 The Client must:

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6.1.1 comply with all applicable laws and regulations with respect to its use of the Verification Software and the Client’s activities under the Agreement;

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6.1.2 use and ensure its Authorised Users use the Verification Software in accordance with the terms of the Agreement and shall be responsible for any actions and omissions in connection with the use of the Verification Software by all Authorised Users;

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6.1.3 obtain and shall maintain all necessary licences, consents, and permissions necessary for C7 to perform its obligations to the Client under the terms of the Agreement;

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6.1.4 ensure that its network and systems, including its internet browser used complies with any relevant specifications provided by C7 from time to time;

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6.1.5 procure and maintain network connections and telecommunications links from its systems in order to access and use the Verification Software, and the Client shall be solely responsible for doing so; 

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6.1.6 not modify another website so as to falsely imply that it is associated with C7, the 7Trust Credential Service, the Verification Software, or any of C7’s other services, or any affiliates of C7;

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6.7.7 not carry out any penetration testing or automated or manual vulnerability scans (or similar security testing) in relation to the Verification Software without C7’s express prior written consent to do so; and

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6.1.8 not use the Verification Software: (a) to access, store, distribute or transmit or prepare for the distribution or transmission of any Virus; (b) to access, store, distribute or transmit or prepare for distribution or transmission any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (c) in a manner that is illegal or causes damage or injury to any person or property; (d) to infringe any copyright, database right or trademark of any person; (e) to transmit, send prepare for transmission or prepare for sending any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (‘spam’); or (f) to interfere with or attempt to interfere with or compromise the integrity or security of the Verification Software.

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6.2 The Client will not and shall ensure that all Authorised Users will not, when using the Verification Software, except as may be allowed by any applicable law which is incapable of exclusion:

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6.2.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Verification Software in any form or media or by any means; 

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6.2.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Verification Software; or

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6.2.3 access all or any part of the Verification Software in order to build a product or service which competes with the Verification Software or the 7Trust Credential Service or use or attempt to use the Verification Software, or 7Trust Credential Service to directly compete with C7.

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6.3 The Client agrees that failure to comply with this clause 6 constitutes a material breach of the Agreement.

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7. Fees and Payment

7.1 The Client will pay the Fees in accordance the provisions of this clause 7. 

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7.2 The fees payable by the Client in consideration of the Client’s access to and use of the Verification Software provision of the 7Trust Credential Service by C7 pursuant to the Agreement shall be those fees set out and agreed upon at the time the Client (or its representative) completes the Sign-Up Process (the “Fees”). 

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7.3 Subject to clause 7.7, the Fees shall be paid by the Client to C7 in the amount and according to the frequency communicated to the Client (or its representative) during the Sign-Up Process, according to C7’s records, and may be payable in Canton Coins or in any currency communicated by C7 during the Sign-Up Process.

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7.4 The Client acknowledges and agrees that:

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7.4.1 its completion of the Sign-Up Process, completion of the Initial Steps, or other use of the Verification Software constitutes acceptance of the Fees; and

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7.4.2 the Fees are non-refundable and non-cancellable.

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7.5 If C7 has not received payment of the Fees (or any part thereof) when due, without prejudice to any other rights and remedies available to C7:

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7.5.1 C7 may, without liability to the Client, suspend or temporarily disable all or part of the 7Trust Credential Service, the Client’s access to the Verification Software, or both and C7 shall be under no obligation to provide any access to either of them while the Fees concerned remain unpaid (whether due to payment not being successfully settled due to expiration, insufficient funds, or otherwise); and

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7.5.2 interest shall accrue on such due amounts at an annual rate equal to four percent (4%) over the then-current base rate of the Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether after or before judgement.

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7.6 All amounts and fees stated or referred to in the Agreement:

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7.6.1 are payable without set off-of any liability of C7, in the manner or in the currency specified in the Sign-Up Process or as otherwise stipulated by C7; and

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7.6.2 are exclusive of value added tax (“VAT”) or any other applicable taxes, levies or duties imposed by taxing authorities, unless otherwise expressly stated, which shall be paid at the same time as payment of the Fees. C7 shall send the Client a VAT invoice if C7 is requested in writing to do so.

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7.7 C7 may increase the Fees from time to time by giving at least 1 month’s written notice to the Client, such increase to apply from the time stated in the notice.
 

8. Suspension and Termination

8.1 C7 may suspend access to or use of Verification Software and 7Trust Credential Service, or either of them by the Client and any or all of the Authorised Users if C7 reasonably determines that use of them:
 

8.1.1 poses a security risk;
 

8.1.2 is adversely impacting or may adversely impact (as appropriate) the Verification Software or any service provided by C7 to a third party; or
 

8.1.3 is in breach of law or regulations.
 

8.2 Either Party may terminate the Agreement with effect from expiry of the notice by giving not less than five (5) days’ written notice to the other to expire at the end of the applicable calendar month.  
 

8.3 C7 may, by giving notice to the Client, terminate the Agreement with immediate effect, or upon expiry of such notice period as C7 may elect to give, if the Client or any Authorised User:
 

8.3.1 is in breach of applicable law or regulations; or
 

8.3.2 infringes or misappropriates the Intellectual Property Rights subsisting in or relating to the Verification Software.
 

8.4 Either Party may, by giving notice to the other, terminate the Agreement with immediate effect if the other:
 

8.4.1 is in material breach of any of the terms of the Agreement and either that breach is incapable of remedy, or the other Party fails to remedy that breach within 10 days after receiving written notice requiring it to remedy that breach; or
 

8.4.2 suffers an Insolvency Event.
 

9. Consequences of Termination

9.1 On termination of the Agreement for any reason:
 

9.1.1 except as otherwise set out in the Agreement, all licences granted under it shall immediately terminate and the Client’s right to access and use the C7 Materials and 7Trust Credential Service will end;
 

9.1.2 the Client will immediately uninstall / delete all copies of the 7Trust Client App from its systems;
 

9.1.3 C7 will delete any Client Credential created for the Client;
 

9.1.4 the Client must promptly return to C7 any and all C7 Materials in its or its Authorised Users’ possession or control; and
 

9.1.5 the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.
 

9.2 Termination or expiry of the Agreement does not affect the continuance in force of any of the provisions of clause 7 (Fees and Payment), this clause 9 (Consequences of Termination), or clauses 10 (Intellectual Property Rights), 11 (Confidential Information), 13 (Indemnity and third party claims), 14 (Limitation of Liability), and 17 (Governing Law and Jurisdiction), which survive the expiry or termination of the Agreement.
 

10. Intellectual Property Rights

10.1 C7 is the owner or the licensee of any and all Intellectual Property Rights in and to the C7 Materials and the 7Trust Credential Service. 
 

10.2 All Intellectual Property Rights in and to the C7 Materials, and the 7Trust Credential Service shall remain vested in (or automatically upon creation shall vest in), C7 or its licensors. 
 

10.3 Except for the licence granted to the Client in clause 4.5, nothing in the Agreement grants to the Client any rights, title, or interest to or in any Intellectual Property Rights in the 7Trust Materials or the 7Trust Credential Service, and any and all such rights, title, and interest are reserved to C7 or its licensors. 
 

10.4 If C7 receives any Feedback, C7 shall own any and all such Feedback including the Intellectual Property Rights subsisting in it and, to the extent that any Intellectual Property Rights subsisting in such Feedback vests in the Client, the Client hereby assigns any and all such Intellectual Property Rights to C7 with full title guarantee by way of present and future assignment free of any lien, charge, royalty, or encumbrance.
 

11. Confidential Information

11.1 Each Party undertakes to the other in relation to the Confidential Information of the other: 

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11.1.1 to keep confidential all Confidential Information;

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11.1.2 not to disclose Confidential Information without the other’s prior written consent except:

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i. to those of its employees who need to know the Confidential Information and otherwise in accordance with the Agreement; 

ii. on a need-to-know basis in connection with a due diligence process in connection with mergers, acquisitions, disposals, capital, contributions, or funding,

and otherwise in accordance with the Agreement; and

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11.1.3 not to use Confidential Information except in accordance with the Agreement or for the purposes of performing its obligations under the Agreement, and in particular not to use Confidential Information to obtain a commercial, trading or any other advantage.

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11.2 Clause 11.1 does not apply to Confidential Information to the extent that it is:

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11.2.1 already in the possession of the recipient free of any duty of confidentiality on the date of its disclosure;

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11.2.2 in the public domain, other than as a result of a breach of the Agreement;

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11.2.3 disclosed to the recipient or any of its affiliates by a third party after initial disclosure of the Confidential Information, except where the third party is subject to a duty of confidence owed to the disclosing party or any of its affiliates or is otherwise prohibited from disclosing the information in the circumstances in which the disclosure is made; or

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11.2.4 required to be disclosed:

i. pursuant to applicable law or regulations; or

ii. in connection with proceedings before a court or for the purpose of receiving legal advice,

but only to the extent and for the purpose of that disclosure.

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11.3 If a Party is to disclose Confidential Information under clause 11.1.2.ii. that Party shall ensure, to the extent it is able to do so, that every person to whom disclosure is made pursuant to that clause uses such Confidential Information solely for such purposes and is bound by obligations of confidentiality.

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11.4 Each Party acknowledges that Confidential Information is valuable and that damages might not be an adequate remedy for any breach of clause 11.1 and accordingly a Party will be entitled, without proof of special damage, to an injunction and other equitable relief for any actual or threatened breach of clause 11.1. 

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11.5 If a Party discloses the other Party’s Confidential Information to its employees under clause 11.1.2.i, the Party will:

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11.5.1 inform each such employee of the confidential nature of the Confidential Information before disclosure;

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11.5.2 ensure that those employees comply with this clause 11 as if they were that Party; and

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11.5.3 be liable and responsible for the compliance with this clause 11 by its employees, and for any and all acts or omissions of its employees in relation to the Confidential Information as if they were the acts or omissions of the Party.

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11.6 The existence and contents of a Client Credential shall not be regarded as Confidential Information, and C7 reserves the right to publish Client Credentials on the Website at its discretion. 
 

12. Data Protection

12.1 Each Party will comply with Data Protection Legislation in the performance of their respective obligations and the exercise of their respective rights under the Agreement.
 

12.2 The Parties acknowledge that neither Party will process personal data as the processor of the other Party in connection with the Agreement and the Parties each acknowledge that, as between them, they will each act as independent controllers in relation to any personal data processed pursuant to the Agreement.
 

12.3 C7 shall process personal data in its capacity as a controller of that personal data in accordance with its Privacy Policy. The Client should not use personal data as part of any Client Credential or login details, and the Client agrees to change its Client Credential or other login details as applicable in order to meet this requirement.
 

12.4 If either Party is, or is deemed to be, processing personal data as a processor of the other Party pursuant to the Agreement, each Party shall, at its own cost, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of complying with the requirements of Data Protection Legislation. 
 

13. Indemnity and Third Party Claims

13.1 C7 shall defend the Client against, or at the option of C7 settle, any claim, action, or proceedings by a third party that the Verification Software infringes any Intellectual Property Rights of the third party in the United Kingdom (each a “Claim”), and shall be responsible for any damages, reasonable costs (including legal fees) and expenses finally awarded against the Client as a result of or in connection with any Claim or payable under a settlement of the Claim approved by C7 in writing, except in each case where the infringement is based on:

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13.1.1 modification of the Verification Software by anyone other than C7; 

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13.1.2 the Client’s or any Authorised User’s use of the Verification Software otherwise than in accordance with the Agreement or in a manner contrary to the instructions given to the Client by C7; 

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13.1.3 the Client’s or any Authorised User’s use of the Verification Software after notice of the alleged or actual infringement from C7 or any appropriate authority; 

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13.1.4 use or combination of the Verification Software with any other software or hardware, in circumstances where, but for such combination, no infringement would have occurred; or

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13.1.5 the Client’s or any Authorised User’s failure to implement or apply any Updates promptly following their release by C7.

13.2 If an infringement to which clause 13.1 refers occurs or may occur, C7 may at its discretion and expense:

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13.2.1 procure for the Client the right to continue using the Verification Software in accordance with the Agreement; or

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13.2.2 render the Verification Software non-infringing without any material reduction in quality, functionality, or performance.

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13.3 If C7 is unable, using reasonable efforts, to cure an infringement pursuant to clause 13.2, C7 may terminate the Agreement with immediate effect by giving notice in writing to the Client.

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13.4 Clauses 13.1 to 13.3 (inclusive) constitute the Client’s exclusive remedy and C7’s only liability for Claims.

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13.5 The Client shall indemnify and defend C7, its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer’s fees) arising out of or in connection with the Client’s and its Authorised Users’ use of the Verification Software (except to the extent caused by C7’s fraud, negligence, or breach of the Agreement).

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13.6 If a Party claims under clause 13.1 in the case of the Client, or clause 13.5 in the case of C7, the claiming Party (the “Claiming Party”) in connection with a third party claim (each a “Third Party Claim”), the rights of the Claiming Party are subject to and conditional on the Claiming Party satisfying the following: 

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13.6.1 as soon as reasonably practicable giving the other Party (the “Defending Party”) written notice of the Third Party Claim;

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13.6.2 not admitting liability or making any offer, promise, compromise, settlement or communication with the third party in respect of the Third Party Claim;

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13.6.3 surrendering to the Defending Party or its insurers in the name of the Claiming Party the conduct of the defence, settlement or counterclaim of the Third Party Claim, and providing to the Defending Party or its insurers all reasonable information and assistance in connection with the defence or settlement of the Third Party Claim (as appropriate); and

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13.6.4 where the Client is the Claiming Party, the Client having complied with the Agreement.
 

14. Limitation of Liability

14.1 Subject to clause 14.2, C7 will not be liable for losses that result from C7’s failure to comply with the Agreement, in contract, tort (including negligence) or otherwise in conditions that fall into the following categories: loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of reputation; loss of or damage to data; waste of management or office time (in each case whether on a direct or indirect basis); or any indirect, consequential or special damages, costs or expenses.

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14.2 Nothing in the Agreement affects C7’s liability for death or personal injury, for fraud or fraudulent misrepresentation, or any other liability to the extent it cannot be excluded or limited by law.

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14.3 Subject to clauses 14.1 and 14.2, C7’s total liability under and in connection with the Agreement in each period of six (6) months commencing on the Commencement Date in respect of the first such period and thereafter upon expiry of the immediately preceding six (6) month period for each subsequent six (6) month period, whether in contract, tort (including negligence), breach of statutory duty) misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall in all circumstances not exceed an amount equal to the greater of: (i) the Fees paid by the Client in that six (6) month period, and (ii) one thousand pounds (£1,000).

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14.4 Except as is otherwise set out in the Agreement and subject to clause 14.2:

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14.4.1 the Verification Software and 7Trust Credential Service are provided on an “as-is” and “as-available” basis and C7 gives no representations, warranties, conditions or other terms of any kind in respect of the Verification Software or the 7Trust Credential Service or the availability of either of them, whether express or implied, including, but not limited to, warranties of satisfactory quality, merchantability fitness for a particular purpose or non-infringement, or that the Client’s use of the Verification Software or 7Trust Credential Service will be uninterrupted, timely, secure, or free from error, to the extent permitted by applicable law C7 hereby expressly disclaims any and all such representations, warranties, conditions or other terms.

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14.4.2 the Client assumes sole responsibility for any results obtained from the Client’s and its Authorised Users’ use of the Verification Software and the 7Trust Credential Service and for any decisions or actions taken arising from such use and it relies and they rely on the results obtained from use of the Verification Software and 7Trust Credential Service at its and their own risk;

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14.4.3 the entire risk arising out of use of Client Credential remains with the Client and, in particular, the Client acknowledges and agrees that Client Credential is provided for the purpose of verifying the Client’s ownership of its DAML Party ID only, and is not intended to be used as the sole basis for any business decision by any person to enter into or refrain from entering into a transaction; 

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14.4.4 all representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement; and

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14.4.5 C7 will not be responsible for any interruptions, delays, failures or non-availability affecting the Verification Software or the performance of the 7Trust Credential Service which are caused by third party services or errors or bugs in software, hardware or the internet on which C7 relies to provide access to the Verification Software or the 7Trust Credential Service and the Client acknowledges that C7 does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.
 

15. Publicity

Subject to obtaining the Client’s prior written consent, C7 may use the Client’s name, logo and related trademarks in any of C7’s publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Client uses the 7Trust Credential Service and alongside any testimonials that the Client has agreed to give. 
 

16. General

16.1 Entire agreement

16.1.1 The Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
 

16.1.2 Each Party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Agreement.
 

16.2 Force majeure

The obligations of C7 under the Agreement shall be suspended for so long as and to the extent that their performance is prevented, hindered, or delayed by any event which is beyond C7’s reasonable control, including acts of God, war, terrorism, fire, and natural disasters.
 

16.3 Rights of third parties

16.3.1 The Agreement does not create, confer or purport to confer any benefit or right enforceable by any person who is not a Party to it.

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16.3.2 The Parties shall not require the consent of any other person to rescind or vary any or all provisions of the Agreement.
 

16.4 Remedies cumulative

The rights of the Parties provided by the Agreement are cumulative and (unless otherwise provided in the Agreement) are not exclusive of any rights or remedies of the Parties provided by law or in the Agreement.
 

16.5 Notices

16.5.1 Notices under the Agreement shall be in writing and sent to the Party’s address as set out on the first page of the Agreement (or to the email address set out below). Notices may be given, and shall be deemed received: (i) by recorded international post or courier service, on delivery; (ii) by hand, on delivery; and (iii) by email to support@c7.digital in the case of C7, and the email address provided to C7 during the Sign-Up Process as the Client’s email address in the case of the Client: immediately, except that if the email produces an automated response reporting a failure to deliver, delayed delivery to the intended recipient, or an “out of office” (or similar) notification, the notice shall not be taken to have been served.
 

16.5.2 This clause 16.5 does not apply to notices given in legal proceedings.
 

16.6 Waiver

No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by applicable law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
 

16.7 Invalidity

If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
 

16.8 Assignment and sub-contracting

16.8.1 The Client shall not, without C7’s prior written consent, assign, transfer, charge, dispose of, deal with or sub-contract its rights or obligations under the Agreement.
 

16.8.2 C7 may assign, transfer, charge, dispose of, or otherwise deal with or sub-contract its rights or obligations under the Agreement without requiring the Client’s consent.
 

16.9 Variation

No variation or amendment of the Agreement shall be valid or effective unless it is in writing, refers to this Agreement, and is duly signed or executed by, or on behalf, of each of each Party. 

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17. Governing Law and Jurisdiction

17.1 The Agreement, and any non-contractual obligations arising in connection with the Agreement, shall be governed by and construed in accordance with English law. 

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17.2 The courts of England and Wales have exclusive jurisdiction to hear and determine any suit, action, or proceedings, and to settle any disputes, which may arise out of or in connection with the Agreement.