Terms of Service

4.1 Statements of Work

All professional service engagements are governed by a signed SOW that defines scope, deliverables, timeline, acceptance criteria, and fees. Work will not begin until the SOW is agreed upon by both parties.

4.2 Client Responsibilities

Clients are responsible for:

• Providing timely access to required systems, data, and stakeholders
• Reviewing and providing feedback on deliverables within agreed timelines
• Ensuring that any data, content, or materials provided to SevenX do not infringe on the rights of third parties
• Paying invoices according to the agreed payment schedule
• Providing clear and timely decisions, direction, and approvals necessary for the engagement to proceed

Delays caused by Client failure to meet these responsibilities do not constitute a breach by SevenX and may result in timeline adjustments, additional costs, or both.

4.3 Change Requests

Changes to the scope, timeline, or deliverables of an engagement must be agreed upon in writing by both parties. Additional work outside the original SOW will be scoped and priced separately. SevenX is under no obligation to perform work outside the agreed scope without a signed change order.

4.4 Acceptance

Deliverables are subject to the acceptance process defined in the SOW. If no acceptance process is specified, deliverables are considered accepted 10 business days after delivery unless the Client provides written notice of specific, material deficiencies. Feedback that constitutes new requirements or scope changes (rather than deficiencies against the agreed specifications) does not qualify as a rejection and will be treated as a change request under Section 4.3.

4.5 Estimates and Timelines

All timelines and estimates provided by SevenX are made in good faith but are non-binding unless explicitly stated otherwise in the SOW. SevenX is not liable for delays caused by factors outside our reasonable control, including delays caused by the Client.

5.1 Nature of Engagement

Fractional CTO and advisory services are consultative in nature. SevenX provides recommendations, strategic guidance, and technical leadership, but the Client retains full decision-making authority and responsibility for their business outcomes.

5.2 No Guarantee of Results

SevenX does not guarantee specific business outcomes, revenue targets, or performance metrics resulting from advisory or fractional CTO engagements. Our obligation is to provide competent, professional advice and leadership consistent with industry standards.

5.3 Scope of Authority

The scope of authority granted to SevenX personnel acting in a fractional CTO or advisory capacity is defined in the SOW. SevenX personnel will not make binding commitments on behalf of the Client's organization without explicit written authorization.

6.1 Team Composition

SevenX recruits, employs, or contracts technical team members and provides them to Clients as part of managed team engagements. Team members are employees or contractors of SevenX (or its local entities), not the Client. SevenX retains full authority over employment terms, compensation, benefits, and HR matters for managed team members.

6.2 HR and Payroll Administration

SevenX administers payroll, benefits, leave management, performance processes, and compliance with local employment laws on behalf of the Client. The Client provides direction on work assignments, priorities, and day-to-day management of deliverables, while SevenX handles the employment relationship.

6.3 Non-Solicitation

During the term of a managed team engagement and for 12 months following its termination, the Client agrees not to directly or indirectly solicit, recruit, hire, or engage (whether as an employee, contractor, or through a third party) any SevenX team member who was assigned to the Client's engagement. If the Client wishes to hire a managed team member, SevenX and the Client will negotiate a mutually acceptable transition fee and process in good faith.

6.4 Replacement and Continuity

SevenX will use reasonable efforts to maintain team continuity. However, SevenX reserves the right to reassign, replace, or rotate team members at its discretion, provided the replacement meets the skill requirements of the engagement. SevenX will provide reasonable notice and transition support when team changes occur.

6.5 Client Obligations

The Client is responsible for providing a safe, professional, and respectful working environment for managed team members. Any concerns about team member conduct should be raised with SevenX management, not addressed directly with the team member as an employment matter.

7.1 Enrollment

Participation in SevenX training programs (including CodeX, DesignX, DataX, and any workshops or courses) is subject to availability and any prerequisites specified for the program.

7.2 Training Materials

Training materials, curricula, exercises, and related content are the intellectual property of SevenX. Participants may use these materials for personal learning purposes but may not redistribute, resell, or commercially exploit them without our written consent.

7.3 Certificates

Certificates of completion are issued at SevenX's discretion based on participation and assessment criteria defined for each program.

7.4 Cancellation

Cancellation and refund policies for training programs are communicated at the time of enrollment. If SevenX cancels a program, participants will receive a full refund or the option to enroll in a future session.

8.1 Client Deliverables

SevenX retains ownership of all Deliverables. Upon full payment, the Client receives a perpetual, non-exclusive, royalty-free license to use, modify, and deploy the Deliverables for the Client's own business purposes. This license does not include the right to resell, sublicense, or distribute the Deliverables (or substantial portions thereof) as a standalone product or service to third parties. Until payment is received in full, the Client has no license to use, modify, or distribute any Deliverables.

Where a Client requires exclusive ownership or an exclusive license, this must be explicitly agreed in the SOW and may be subject to additional fees.

8.2 SevenX IP

SevenX retains ownership of all pre-existing intellectual property, internal tools, frameworks, libraries, boilerplate code, templates, methodologies, processes, and general know-how, including any improvements or refinements made during a Client engagement. If SevenX IP is incorporated into a Client's Deliverables, the Client receives a perpetual, non-exclusive, non-transferable, royalty-free license to use that IP solely within the context of the delivered project. This license does not extend to standalone use, resale, or sublicensing of SevenX IP.

8.3 Open Source

Where open-source software is used in Deliverables, SevenX will identify such components and their applicable licenses upon request. Clients are responsible for complying with the terms of any open-source licenses included in their Deliverables.

8.4 Training Materials

All training content, curricula, assessments, and educational materials are and remain the sole intellectual property of SevenX.

8.5 Feedback

If you provide suggestions, ideas, feature requests, or other feedback about our Services, you grant SevenX an unrestricted, irrevocable, perpetual, royalty-free right to use that feedback in any way without any obligation or compensation to you.

8.6 Trademarks

The SevenX name, logo, and associated branding are trademarks of SevenX Ltd. You may not use our trademarks in any way that suggests endorsement or affiliation without our prior written consent. We may reference your organization as a client of SevenX in marketing materials (such as case studies or client lists) unless you notify us in writing that you do not wish to be referenced.

8.7 Portfolio Rights

SevenX may include descriptions and non-confidential screenshots or summaries of work performed for Clients in its portfolio and marketing materials, unless the Client notifies us in writing that specific work is confidential and should not be publicly referenced.

9.1 Mutual Obligations

Both parties agree to treat confidential information received from the other party with reasonable care and not to disclose it to third parties without prior written consent. Confidential information includes, but is not limited to: business plans, technical designs, source code, financial data, employee data, and proprietary processes.

9.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party, (b) was known to the receiving party prior to disclosure, (c) is independently developed by the receiving party without reference to the disclosing party's confidential information, or (d) is required to be disclosed by law.

9.3 Duration

Confidentiality obligations survive the termination of any engagement for a period of 2 years, unless a different period is specified in the applicable SOW or service agreement.

10.1 Fees

Fees for professional services are defined in the applicable SOW. Training program fees are communicated at the time of enrollment. All fees are quoted in the currency specified in the SOW or invoice.

10.2 Invoicing

Unless otherwise agreed, invoices are issued according to the payment schedule in the SOW and are due within 14 days of the invoice date.

10.3 Late Payment

Late payments incur interest at 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), calculated from the due date until payment is received. SevenX reserves the right to pause or suspend all work on an engagement, including managed team services, if payment is more than 15 days overdue. Resumption of work following a suspension may require payment of all outstanding invoices plus any applicable restart or remobilization fees.

10.4 Taxes

All fees are exclusive of applicable taxes, duties, or levies. Clients are responsible for any taxes imposed by their jurisdiction in connection with the Services.

10.5 Expenses

Reasonable expenses incurred by SevenX in the course of delivering Services (such as travel, hosting, or third-party licenses required for the engagement) are billable to the Client unless the SOW specifies otherwise.

11.1 Permitted Use

You may use our website for informational purposes and to engage with our Services.

11.2 Prohibited Use

You agree not to:

• Use our website for any unlawful purpose
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt our website or servers
• Scrape, crawl, or use automated means to access our website without our written consent
• Upload or transmit viruses, malware, or other harmful code

12.1 Service Standard

SevenX will perform Services with reasonable skill and care, consistent with industry standards. Where Deliverables do not meet the specifications agreed in the SOW, SevenX will, at its sole option, re-perform the work or correct the deficiency at no additional cost, provided the Client notifies SevenX in writing within the acceptance period. This is the Client's sole remedy for non-conforming Deliverables.

12.2 Disclaimer

Except as expressly stated in these Terms or a signed SOW, the Services are provided "as is" without warranties of any kind, whether express, implied, or statutory. We disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

12.3 Liability Cap

To the maximum extent permitted by applicable law, SevenX's total aggregate liability for any and all claims arising from or related to the Services shall not exceed the fees actually paid by the Client to SevenX in the six (6) months preceding the event giving rise to the claim.

12.4 Exclusions

In no event shall SevenX be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunities, cost of replacement services, or business interruption, arising out of or related to the Services, regardless of the theory of liability and even if SevenX has been advised of the possibility of such damages.

12.5 Client Systems

SevenX is not liable for any damage to, loss of data in, or disruption of Client systems that results from: (a) Client-provided specifications or instructions, (b) Client modifications to Deliverables, (c) integration with third-party systems or software not within SevenX's scope of work, or (d) the Client's failure to maintain adequate backups.

13.1 By SevenX

SevenX will indemnify the Client against third-party claims that the Deliverables (in their delivered form) infringe the intellectual property rights of a third party, provided the claim does not arise from: (a) Client-provided materials or specifications, (b) modifications made by the Client or any third party, (c) use of the Deliverables outside the scope defined in the SOW, or (d) combination with third-party software or services not provided by SevenX.

13.2 By the Client

The Client agrees to indemnify, defend, and hold harmless SevenX and its officers, directors, employees, contractors, and agents from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Client-provided materials, data, or instructions, (b) the Client's use of Deliverables, (c) the Client's violation of these Terms, any applicable law, or the rights of a third party, (d) any dispute between the Client and its end users or customers, or (e) the Client's failure to comply with applicable employment, tax, or data protection laws in connection with managed team services.

14.1 By Either Party

Either party may terminate an engagement by providing 30 days' written notice, unless a different notice period is specified in the SOW.

14.2 For Cause

Either party may terminate immediately if the other party materially breaches these Terms or the applicable SOW and fails to cure the breach within 15 days of written notice.

14.3 By SevenX

SevenX may suspend or terminate Services immediately and without notice if: (a) the Client's payment is more than 30 days overdue, (b) the Client's use of the Services poses a legal, security, or reputational risk to SevenX, or (c) SevenX is required to do so by law.

14.4 Effect of Termination

Upon termination:

• The Client is responsible for payment of all fees for work completed and expenses incurred up to the effective date of termination, plus any applicable early termination fees specified in the SOW.
• SevenX will deliver all completed Deliverables to the Client upon receipt of all outstanding payments. The Client's license to use Deliverables is contingent on full payment as described in Section 8.1.
• In-progress work will be delivered in its current state upon payment for work completed. SevenX is not obligated to complete partially finished work after termination.
• Client-provided data (documents, credentials, business data, and content supplied by the Client) will be returned or securely deleted in accordance with our Privacy Policy, subject to receipt of all outstanding payments.
• SevenX retains all work product in accordance with its intellectual property rights as described in Section 8.
• For managed team engagements, SevenX will cooperate in a reasonable transition of team operations, subject to the non-solicitation provisions in Section 6.3.
• Confidentiality, intellectual property, indemnification, and limitation of liability obligations survive termination.

18.1 Entire Agreement

These Terms, together with any applicable SOW, service agreement, and our Privacy Policy, constitute the entire agreement between you and SevenX regarding the Services.

18.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

18.3 Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

18.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. SevenX may assign its rights and obligations without restriction.

18.5 Independent Contractor

SevenX is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between SevenX and the Client.

18.6 Survival

Sections that by their nature should survive termination will survive, including: Intellectual Property (Section 8), Confidentiality (Section 9), Limitation of Liability (Section 12), Indemnification (Section 13), Force Majeure (Section 15), Dispute Resolution (Section 16), and this General section (Section 18).