7Insights Trading Terms & Conditions

Background

7Insights is a business of Path7.io Ltd (“the Service Provider”), specialising in the creation of content and research for business clients. This includes research reports, guides, white papers, infographics, advertising materials, and related deliverables.

These Terms and Conditions apply to the provision of Services by the Service Provider to its clients and form part of every Statement of Work (SOW) agreed between the Parties.

1. Definitions

  • “Agreement” – the Statement of Work incorporating these Terms and Conditions.

  • “Business Day” – any weekday other than Saturday, Sunday, or a UK public holiday.

  • “Client” – the organisation procuring Services from the Service Provider.

  • “Commencement Date” – the date the Services are to begin, as defined in the Agreement.

  • “Confidential Information” – non-public information disclosed by either Party under the Agreement.

  • “Deliverables” – any reports, content, analysis, creative or other outputs produced as part of the Services.

  • “Fees” – the charges payable by the Client for the Services, as set out in the Agreement.

  • “Intellectual Property Rights” – all copyrights, trademarks, design rights, patents, trade secrets, database rights and other proprietary rights.

  • “Services” – the research and/or content creation services set out in the Agreement.

  • “SOW” or “Statement of Work” – the document defining scope, deliverables, fees, timelines, and performance criteria.

  • “Term” – the duration of the Agreement, as defined in the SOW.

2. Provision of Services

  • Services will be provided from the Commencement Date for the Term.

  • The Service Provider will deliver the Services with reasonable skill, care, and industry standards.

  • A Statement of Work will define scope, outputs, and pricing.

  • The Service Provider will act on reasonable Client instructions where compatible with the agreed scope.

  • Changes to scope must be agreed in writing and may result in additional Fees or timeline adjustments.

3. Intellectual Property

  • The Service Provider retains ownership of Intellectual Property in its methodologies, templates, and any materials created in the course of delivery.

  • Upon full payment, the Client is granted a non-exclusive, royalty-free licence to use the Deliverables for its own business purposes (internal and external marketing, PR, distribution, etc.).

  • The Client retains ownership of Intellectual Property in any assets, content, or data it provides, and grants the Service Provider a licence to use such assets solely to perform the Services.

4. Client Responsibilities

The Client agrees to:

  • Provide timely information, materials, and approvals required for delivery.

  • Ensure it has all necessary rights in any materials provided to the Service Provider.

  • Respond promptly to requests for decisions or feedback.

  • Understand that delays or failures to provide input may impact delivery timelines or outcomes.

5. Fees & Payment

  • Fees are set out in the Statement of Work.

  • Unless otherwise agreed, 50% is due upon signature and 50% on final delivery.

  • Invoices are payable within 30 days of issue.

  • Overdue amounts accrue interest at 8% per annum above the HSBC base rate until paid in full.

6. Liability & Insurance

  • The Service Provider shall maintain appropriate business insurance.

  • Liability is limited to the total Fees paid under the Agreement.

  • Neither Party is liable for indirect or consequential losses (including lost profits).

  • Nothing limits liability for death or personal injury caused by negligence.

7. Confidentiality

  • Both Parties shall keep Confidential Information secret and use it only for the purposes of the Agreement.

  • Confidentiality obligations continue for 2 years after termination.

  • Disclosure is permitted where required by law or for performance of the Agreement, subject to safeguards.

8. Data Protection

  • Both Parties shall comply with all applicable data protection laws, including GDPR and PECR.

  • Each Party warrants that its own operations comply with such laws and indemnifies the other for breaches.

9. Force Majeure

Neither Party shall be liable for delays or failures caused by events beyond their reasonable control, including strikes, outages, fire, flood, terrorism, or war.

10. Termination

  • Either Party may terminate with 15 days’ written notice after the minimum term.

  • Immediate termination may occur if:

    • Fees remain unpaid for more than 10 Business Days after the due date;

    • There is a material breach not remedied within 10 Business Days of notice;

    • A Party becomes insolvent or ceases trading.

  • On termination, all outstanding sums become immediately payable.

11. Non-Solicitation

For the Term of the Agreement and 12 months after termination, neither Party shall, without consent:

  • Directly or indirectly solicit or employ the other Party’s staff, contractors, or consultants materially involved in delivery.

  • Solicit or entice away the other Party’s clients or customers in a way that causes business damage.

12. General Provisions

  • No Waiver – Failure or delay to enforce rights does not constitute a waiver.

  • Further Assurance – Each Party will do all acts necessary to give full effect to the Agreement.

  • Costs – Each Party bears its own costs unless otherwise agreed.

  • Set-Off – No right of set-off applies unless expressly agreed.

  • Assignment & Subcontracting – Neither Party may assign or subcontract without written consent, save that the Service Provider may use qualified subcontractors and remains responsible for their work.

  • Time – Dates are for guidance only unless expressly agreed to be of the essence.

  • Relationship – The Parties are independent contractors; no partnership, joint venture, or agency is created.

  • Third Party Rights – No third party shall have rights under this Agreement.

  • Notices – Notices must be in writing, signed by an authorised officer, and delivered by courier, recorded post, or confirmed email.

  • Entire Agreement – This Agreement, including any Statement of Work, is the entire agreement between the Parties. If a Master Services Agreement (MSA) exists, its terms take precedence over inconsistencies.

  • Counterparts – The Agreement may be executed in counterparts, each an original but together one instrument.

  • Severance – If any clause is invalid or unenforceable, the remainder shall continue in full force.

  • Law & Jurisdiction – This Agreement is governed by the laws of England and Wales, with exclusive jurisdiction of its courts.