Terms of Service

Version reference: 67D01 

67degrees Terms of Service 

This document sets out the terms on which 67degrees Ltd (a company registered in England and Wales with company number10134040)(“67degrees“) provides its web-based CMS/DMS tool and associated website development, hosting and support services to its customers. 

DEFINITIONS 

In these terms, unless the context otherwise requires, the following definitions shall apply: 

67degrees Materials“: all information, documents, records, designs, text, images, media files, software, coding, reports and other content and materials which 67degrees provides to or creates for the Customer within the CMS Tool, for the Customer Website or otherwise as part of the Services. 

67degrees Technology“: 67degrees software and technology used to provide the Services, including the CMS Tool software. 

Agreement“: the agreement between 67degrees and the Customer for the provision of Services, comprising these terms of service, the Order and the Service Description. 

CMS Tool“: the 67degrees web-based CMS/DMS tool. “Customer“: the recipient of the Services, as specified in the Order. 

Customer Account“: the Customer’s account for access to and use of the CMS Tool, provided by 67degrees as part of the Services. 

Customer Materials“: all information, documents, records, designs, text, images, media files and other content and materials which the Customer: (a) inputs or uploads into the CMS Tool using the Customer Account; and/or (b) provides to 67degrees for the purpose of or in relation to the Customer Website or other Services. 

Customer Website“: the Customer’s website, which may be developed, hosted and/or supported by 67degrees as part of the Services. 

Fees“: the fees payable by the Customer to 67degrees for the Services, as specified in the Order or subsequently agreed between the parties in relation to that Order.
The term “including” shall be interpreted as meaning “including, without limitation”. 

Intellectual Property“: all intellectual property rights subsisting anywhere in the world, whether or not registered, and all applications, renewals and extensions of the same including copyright, database rights, design rights, patents, utility models, trade marks, service marks, trade names and logos, rights to domain names, rights in goodwill, rights to sue for passing off or unfair competition, rights in know-how and trade secrets. 

Order”: a written order containing details of the services to be provided by 67degrees to the Customer and the associated fees. 

Services“: services specified in the Order relating to use of the CMS Tool and/or associated website development, hosting and support services. 

Service Description“: a description of the CMS Tool and related services, as specified or referred to within the Order. 

Service Start Date“: the date for a Service to commence, as specified in the Order or otherwise agreed between the parties in writing (which, for the avoidance of doubt, may be a different date for different Services). 

User“: an individual user of the Customer Account on behalf of the Customer. SERVICES AND CUSTOMER ACCOUNT 

67degrees will provide the Services to the Customer from the Service Start Date. 

The Customer may access the CMS Tool over the Internet and a compatible web browser using its Customer Account. 

67degrees may also access the Customer Account for providing the Services and for administration and maintenance. 

67degrees will:
provide the Services using reasonable skill and care; 

provide the Services substantially in accordance with the Service Description; and use reasonable endeavours to meet any delivery dates and specifications specified in the Order.

The Customer shall:
set up individual login details for each User (other than a superuser set up by 67degrees; and seek the written permission of 67degrees prior to granting access to the Customer Account to any User who is not an employee, officer or individual contractor of the Customer’s organisation. 

TERM 

The Agreement will come into force when both parties have signed the Order and, subject to clauses Services under an Order may be terminated upon at least two months’ notice by one party to the other party, such notice not to expire prior to the end of any applicable minimum term (or using such other notice period or termination mechanism as may be specified in the Order). Mimimum terms for specific Services may be specified in the Order and, if no such minimum term is specified for Services (to the extent relating to hosting and support of the Customer Website and provision of the CMS Tool, the minimum term for such Services is 12 months from the go-live date of the Customer Website., TERMINATION AND SUSPENSION OF SERVICES, FORCE MAJEURE and CHANGES TO THE SERVICES AND THE AGREEMENT shall continue until completion or termination of all Services under an Order. 

Services under an Order may be terminated upon at least two months’ notice by one party to the other party, such notice not to expire prior to the end of any applicable minimum term (or using such other notice period or termination mechanism as may be specified in the Order). Mimimum terms for specific Services may be specified in the Order and, if no such minimum term is specified for Services (to the extent relating to hosting and support of the Customer Website and provision of the CMS Tool, the minimum term for such Services is 12 months from the go-live date of the Customer Website. 

FEES AND PAYMENT 

In consideration of the supply of the Services, the Customer shall pay to 67degrees the Fees. 

67degrees will send the Customer invoices for the Fees in accordance with the Order which, unless otherwise specified in the Order, may be in advance of the relevant Services.

67degrees may increase its Fees annually, by giving notice to the Customer at least three months prior to the increase. If the Customer does not agree to the increase, it may terminate the relevant Services in accordance with clause Services under an Order may be terminated .

Should the Customer cease to use specific Services during any relevant payment period, no refund of Fees shall be payable.

In addition to the Fees, the Customer shall reimburse 67degrees for reasonable expenses and disbursements incurred in the provision of the Services, including costs relating to third party providers (see clause THIRD PARTY SERVICES), and expenses and disbursements as may be detailed in the Order.

Unless otherwise expressly stated, Fees and expenses are exclusive of value added tax (or equivalent taxes in any jurisdiction) and the Customer is responsible for paying such taxes, where applicable, in addition to the Fees and expenses.

CUSTOMER’S OBLIGATIONS 

The Customer warrants that it is entering into the Agreement to receive Services in the course of its business, craft, trade or profession.

The Customer is responsible for:

making arrangements and payments necessary to access and use its Customer Account, the Customer Website and related Services, including network and Internet connections, domain name registrations and renewals, and any additional software, hardware and equipment required; and  the accuracy and quality of the Customer Materials and the lawfulness of their use for their intended purpose including, without prejudice to clause The Customer grants 67degrees a non-exclusive, non-transferable licence to use the Customer Materials to the extent required for providing the Services as envisaged by the Agreement, and shall:, obtaining any required licences and permissions to use third party images or other third party content on the Customer Website.

The Customer shall, and shall procure that each User shall:
only access and use the CMS Tool and its content (including the 67degrees Materials)  for purpose of receiving the benefit of the Services and (without prejudice to clause The Customer shall, and shall procure that each User shall:in using the Services comply with all applicable laws and regulations and contractual obligations it has to third parties (including Third Parties as defined in clause THIRD PARTY SERVICES); and) in accordance with all applicable laws (including marketing, data protection and privacy requirements);
only access the Customer Account using individual login details and keep passwords relating to the Services confidential;
ensure that the Customer Materials do not include any unlawful content, including: (i) content which is obscene or abusive; or (ii) content the use of which for its intended purpose causes a breach of clause The Customer grants 67degrees a non-exclusive, non-transferable licence to use the Customer Materials to the extent required for providing the Services as envisaged by the Agreement, and shall:(b) or any applicable advertising, marketing, equality, discrimination or consumer protection law, regulatory or industry requirement or code of practice (including requirements within the automotive industry); without prejudice to clause The Customer shall, and shall procure that each User shall: (a), not access, copy, modify, use, share or distribute the 67degrees Technology or 67degrees Materials other than as expressly permitted in the Agreement, nor attempt to reverse engineer, decompile or disassemble any 67degrees Technology; 

not make any unlawful or unauthorised use of the Services, or 67degrees’s or its service providers’ equipment, software or networks, including attempting to gain unauthorised access, introducing any virus or malware or causing any denial of service attack, or committing any criminal or fraudulent act; 

in using the Services comply with all applicable laws and regulations and contractual obligations it has to third parties (including Third Parties as defined in clause THIRD PARTY SERVICES); and 

comply with such additional terms and instructions as 67degrees may reasonably request from time to time, including in order to meet requirements imposed by its service providers relating to the use of the Services or related equipment. 

The Customer shall promptly provide 67degrees with any information and assistance which it reasonably requires in order to perform the Services or check the Customer’s compliance with these terms, and shall promptly notify 67degrees should it become aware of any breach of these terms (including unauthorised use of the CMS Tool, the 67degrees Technology or the 67degrees Materials). 

THIRD PARTY SERVICES 

As part of the Services, 67degrees may facilitate:
inclusion on the Customer Website of third party material which may include links, widgets, software tools, images and advertisements; the provision of Customer Materials (or content created for the Customer as part of the Services) to third parties for inclusion within such third parties’ websites or tools, which may include advertisements, images and information relating to the Customer’s products; the exchange of information relating to the Customer and its products with third parties, including vehicle data providers; and the purchase of domain names from third parties, in order for the Customer to benefit from the relevant products and services of such third parties (“Third Parties“). 

Except to the extent otherwise specified in the Order or the Service Description, or otherwise agreed in writing between the parties:
67degrees is not responsible for the quality, accuracy, standard, security or fitness for purpose of Third Party services, material or information; it is the Customer’s responsibility to check that a Third Party service meets its requirements, and to familiarise itself with and agree to applicable terms of service directly with such Third Parties; it is the Customer’s responsibility to make any required payments to Third Parties for their materials and services; it is the Customer’s responsibility to ensure that Customer Materials and other content and information provided to a Third Party as part of the Services are appropriate for the relevant Third Party service, website and/or tool and do not breach the terms or requirements of such Third Party. 

INTELLECTUAL PROPERTY RIGHTS 

The parties acknowledge that:
Intellectual Property in the Customer Materials belongs to the Customer and its licensors (as applicable), and all rights not expressly granted to 67degrees are reserved to the Customer (and its licensors, where applicable); and Subject to clause 67degrees agrees to assign Intellectual Property in specific content created for the Customer as part of the Services only to the extent such assignment is expressly specified in the Order or subsequently agreed in writing between the parties. To the extent not so assigned, 67degrees grants the Customer a non-exclusive, non-transferable licence to use the 67degrees Materials and the 67degrees Technology to the extent required for receiving the benefit of the Services as envisaged by the Agreement. The licence includes the right to make copies of Customer Website content and Customer data within the Customer Account in accordance with the Service Description (which may be retained beyond termination of the Agreement). , Intellectual Property in the 67degrees Materials and the 67degrees Technology (including copyright and database rights) belongs to 67degrees (and its licensors, where applicable), and all rights not expressly granted to the Customer are reserved to 67degrees (and its licensors, where applicable). 

The Customer grants 67degrees a non-exclusive, non-transferable licence to use the Customer Materials to the extent required for providing the Services as envisaged by the Agreement, and shall:
obtain and maintain any required licences and permissions for 67degrees (and its 

service providers) to store and use the Customer Materials in this way; and ensure that the storage or use of Customer Materials by 67degrees (and its service providers) as intended under the Agreement is not an infringement or breach of Intellectual Property rights, data protection or confidentiality obligations or any rights of privacy (except to the extent such matters are 67degrees’s responsibility in accordance with clauseCONFIDENTIALITY, SECURITY AND DATA PROTECTION); 

67degrees agrees to assign Intellectual Property in specific content created for the Customer as part of the Services only to the extent such assignment is expressly specified in the Order or subsequently agreed in writing between the parties. To the extent not so assigned, 67degrees grants the Customer a non-exclusive, non- transferable licence to use the 67degrees Materials and the 67degrees Technology to the extent required for receiving the benefit of the Services as envisaged by the Agreement. The licence includes the right to make copies of Customer Website content and Customer data within the Customer Account in accordance with the Service Description (which may be retained beyond termination of the Agreement). 

CONFIDENTIALITY, SECURITY AND DATA PROTECTION 

Each party agrees to take reasonable steps to ensure that all personal data and information of a confidential nature (including any of the other party’s Intellectual Property of a confidential nature) provided by the other party under or in relation to the Agreement is kept confidential. For the avoidance of doubt, this does not affect 67degrees sharing information with third parties in accordance with clause THIRD PARTY SERVICES. 

67degrees shall use reasonable endeavours to:
implement appropriate security measures for the CMS Tool and, to the extent the Services include hosting the Customer Website, the Customer Website, to protect against unauthorised or unlawful access to them or use of their content (including any personal data included within the same); maintain back ups of such content; and check that its third party technology providers relevant to the Services (including, without limitation, those who may host the CMS Tool and/or the Customer Website on external servers and/or within the cloud) provide appropriate security guarantees. 

However, the Customer acknowledges that there are security and data protection risks inherent with web- and cloud-based Services, and that data may not be stored witin the UK or the European Union. 

Subject to its compliance with clauses 67degrees will:, Each party agrees to take reasonable steps to ensure that all personal data and information of a confidential nature (including any of the other party’s Intellectual Property of a confidential nature) provided by the other party under or in relation to the Agreement is kept confidential. 

For the avoidance of doubt, this does not affect 67degrees sharing information with third parties in accordance with clause THIRD PARTY SERVICES. and 67degrees shall use reasonable endeavours to: (and any other relevant service levels for the Services agreed by 67degrees in writing), 67degrees shall not be liable to the Customer for loss or damage to Customer Materials or other content of the Services, and may delete any or all relevant Customer Materials and other such content from its systems following termination of the relevant Services.

67degrees may store and process contact and account details of Users and other Customer contacts for its own purposes, including provision of the Services, invoicing and payments, reviewing and enforcing compliance with the Agreement, and communicating with the Customer and Users in relation to the Services and related services.

Without prejudice to clause only access and use the CMS Tool and its content (including the 67degrees Materials) for purpose of receiving the benefit of the Services and (without prejudice to clause The Customer shall, and shall procure that each User shall:in using the Services comply with all applicable laws and regulations and contractual obligations it has to third parties (including Third Parties as defined in clause 6); and) in accordance with all applicable laws (including marketing, data protection and privacy requirements);, it is the Customer’s responsibility to ensure that its use of personal data and contact details within the Customer Account or the Customer Website is in accordance with all applicable data protection and privacy requirements.

Following termination of any Services or the Agreement, 67degrees shall be entitled to retain such records relating to the Services and the Agreement as it may reasonably require to maintain records of the Services, to comply with its legal obligations and to defend its legal rights. 

TERMINATION AND SUSPENSION OF SERVICES 

Either party may, by notice to the other, terminate the provision of Services and the Agreement with immediate effect if the other party:
commits a material breach of the Agreement and, in the case of any remediable breach, fails to remedy the same within 30 days of receipt of a notice from the non-breaching party requiring such remedy. Failure to pay any Fees within 15 days of their due date shall be deemed a material breach of Agreement; or becomes insolvent or is wound up due to insolvency, makes or seeks a composition with its creditors, is the subject of an administration order, becomes the subject of the appointment of a receiver or liquidator, ceases (or threatens to cease) to carry on business, or any equivalent event in any applicable jurisdiction.

67degrees shall be entitled to terminate or temporarily suspend the Service if it reasonably considers that such action is necessary to comply with any governmental, legal or other regulatory requirement or request.

All provisions of the Agreement which by their nature are intended to continue shall survive termination, including terms relating to limitations of liability, indemnity and confidentiality, and terms limiting use of the 67degrees Materials.

Termination of the Agreement or any Services shall not affect accrued rights and liabilities of either party up to the date of termination including the Customer’s obligations to pay Fees to 67degrees for Services undertaken or otherwise due in accordance with the Agreement. 

Without prejudice to clause Either party may, by notice to the other, terminate the provision of Services and the Agreement with immediate effect if the other party: and other available remedy for breach of the Agreement by the Customer, 67degrees may: suspend the provision of Services if the Customer commits any breach of the
Agreement (including non-payment of Fees on their due date), until the breach is resolved; and remove from the CMS Tool or, if hosted by 67degrees, the Customer Website, any Customer Materials or content which, in its reasonable opinion, do not meet the requirements of clauses The Customer shall, and shall procure that each User shall: o r The Customer grants 67degrees a non-exclusive, non-transferable licence to use the Customer Materials to the extent required for providing the Services as envisaged by the Agreement, and shall:.

67degrees may temporarily suspend the provision of any Service for repair, maintenance or upgrades to the Service (including the 67degrees Technology) upon reasonable notice to the Customer.

GENERAL LIABILITY LIMITATIONS 

Neither party excludes or limits any liability for fraud or for death or personal injury caused by negligence, or other liability which cannot lawfully be excluded, and the other provisions of the Agreement are subject to this clause Neither party excludes or limits any liability for fraud or for death or personal injury caused by negligence, or other liability which cannot lawfully be excluded, and the other provisions of the Agreement are subject to this clause Neither party excludes or limits any liability for fraud or for death or personal injury caused by negligence, or other liability which cannot lawfully be excluded, and the other provisions of the Agreement are subject to this clause 

Save as expressly set out in the Agreement: all conditions and warranties implied by law are excluded to the fullest extent permitted by law; and in entering into the Agreement, the Customer acknowledges that it has not relied on any representations, promises or warranties (written or oral). 

67degrees is not responsible to the Customer for the availability, speed or quality of the Internet or any communications network or equipment used by the Customer to access or use the Services, or by visitors to the Customer Website.


To the fullest extent permitted by law, 67degrees shall not be liable to the Customer for any loss of profits, business or goodwill or any type of special, indirect or consequential loss or damage whether arising from negligence, other tort, breach of contract or otherwise, even if any such loss was reasonably foreseeable or 67degrees had been advised of the possibility of the Customer incurring any such loss. 

Without prejudice to the other limitations of liability in the Agreement, 67degrees’s total liability to the Customer in relation to any claim or series of related claims arising in relation to the Services and the Agreement shall not exceed 500% of the Fees relating to the 12 month period of the Agreement preceding the date on which the relevant liability arose (or, if the period preceding this date is under 12 months, the first 12 months of the Agreement). 

INDEMNITY 

The Customer agrees to indemnify 67degrees against any losses, expenses or liability which it suffers as a result of the Customer’s breach of the Agreement, including its obligations under clause The Customer shall, and shall procure that each User shall:. 

FORCE MAJEURE 

67 degrees shall not be liable to the Customer for any breach or non-performance of its obligations under the Agreement resulting from causes beyond its reasonable control (an “Event of Force Majeure“) including acts of God, governmental or parliamentary act, war, fire, drought, flood, explosion, civil commotion, strikes, failure of power or utility supply, communications or Internet connections. 

Either party may terminate the Agreement if 67degrees is prevented from performing its obligations because of an Event of Force Majeure for more than four consecutive weeks. 

CHANGES TO THE SERVICES AND THE AGREEMENT 

67degrees may, from time to time, make updates or changes to the Service Description and/or delivery of the Services (including changes to the features, content or functionality of the CMS Tool) without seeking the agreement of the Customer or notifying the Customer in advance, provided such updates and changes do not have a material adverse impact on the provision of the Services to the Customer. 

If 67degrees is required by law or by its service providers to change the Services, these terms of service or any other provision of the Agreement, the Customer agrees to co-operate with 67degrees to implement such changes whilst maintaining, as far as possible, the intention of the Agreement. 

Without prejudice to clauses 67degrees may, from time to time, make updates or changes to the Service Description and/or delivery of the Services (including changes to the features, content or functionality of the CMS Tool) without seeking the agreement of the Customer or notifying the Customer in advance, provided such updates and changes do not have a material adverse impact on the provision of the Services to the Customer. and If 67degrees is required by law or by its service providers to change the Services, these terms of service or any other provision of the Agreement, the Customer agrees to co-operate with 67degrees to implement such changes whilst maintaining, as far as possible, the intention of the Agreement., 67degrees may from time to time propose changes to the Services, the Service Description, the Order, these terms of service and/or any other provision of the Agreement upon at least two months’ notice to the Customer. The Customer shall not unreasonably withhold or delay its agreement to such changes. If the Customer does not agree to any reasonable proposed change, 67degrees may terminate the relevant Services to take effect from the date of the proposed change.

The Customer may from time to time, by notice in writing to 67degrees, request changes to the Services and 67degrees shall co-operate with the Customer with a view to agreeing such changes as are reasonably requested, together with any consequential amendments to Fees, delivery dates and/or other terms of the Agreement).

ASSIGNMENT 

Subject to clause 67degrees may, without the Customer’s consent: (a) sub-contract performance of the Services or any of its obligations under the Agreement to any third party and sub-license associated rights; and/or (b) upon notice to the Customer, transfer or assign all or any of its rights or obligations under the Agreement to any group company, or purchaser of the 67degrees Technology, the 67degrees Materials, its company and/or all or part of its business., neither party may transfer, assign, sub- contract nor sub-license any rights or obligations under the Agreement to any person without the prior written consent of the other party.

67degrees may, without the Customer’s consent: (a) sub-contract performance of the Services or any of its obligations under the Agreement to any third party and sub- license associated rights; and/or (b) upon notice to the Customer, transfer or assign all or any of its rights or obligations under the Agreement to any group company, or purchaser of the 67degrees Technology, the 67degrees Materials, its company and/or all or part of its business.

GENERAL 

The Agreement constitutes the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements and undertakings between the parties relating to such subject matter.

Notices to be given under the Agreement shall be made in writing and sent by prepaid first class post, delivered by hand or sent by email, to the address or email address (as applicable) specified in the Order, or otherwise notified to the other party from time to time. Notices sent by post shall be deemed given two business days after posting, notices delivered by hand shall be deemed given upon delivery, and notices sent by email shall be deemed given at the time of successful transmission. 

If there is any inconsistency between these terms of service, the Order and/or the Service Description, these terms shall prevail, followed by the Order, followed by the Service Description.

No provision of the Agreement is intended to be enforceable by anyone other than the Customer and 67degrees.

No failure or delay by either party in exercising any right or remedy under the Agreement shall be construed as a waiver by that party of such right or remedy and no partial exercise of any such right or remedy shall restrict the further exercise of that right or remedy.

Subject to clause CHANGES TO THE SERVICES AND THE AGREEMENT, no amendments to the Agreement shall be valid unless agreed in writing by both parties.

If any provision of the Agreement is found to be invalid, unenforceable or illegal, the other provisions shall remain in force, and, to the extent possible, the provision shall be modified to ensure it is valid, enforceable and legal, whilst maintaining or giving effect to its commercial intention.

Neither the entry into nor the performance of the Agreement constitutes a partnership or joint venture, nor, except to the extent expressly established within an Order, establishes a relationship of principal and agent between the parties. 

The Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.