Terms & Conditions

24/7 Group, Inc. Terms and Conditions

General Provisions

Article 1 Definitions

• Agreement: The Order Form, Subscription Agreement, and these Terms and Conditions.
• Services: the delivery of the Software Application by 24/7 Group in the framework of an Subscription Agreement, as further specified in Article 2 of the Agreement and in any Appendix/Appendices to the Agreement; the activities may relate, inter alia, to the (causing of) development, exploitation and/or delivery of the Software Application in the area of safety, software support, providing advice/consultancy, whether or not including the use of the Software Application.
• Customer: the individual or legal entity or company otherwise as referred to as Party 2 in the Agreement, which gives the Subscription Agreement, as a Customer, to 24/7 Group to perform certain activities and/or deliver the Software Application and/or Services.
• General Terms and Conditions: the specific terms and conditions of 24/7 Group pursuant to which the Customer may be entitled to use the Software Application in the framework of the Subscription Agreement and in order to support the activities of 24/7 Group.
• 24/7 Group: 24/7 Group, Inc, located at 1199 S. Federal Highway, Suite 124, Boca Raton, Florida, and/or an affiliate company, referred to as Party 1 mentioned in the Agreement.
• Software Application: the digital system developed and/or deployed by 24/7 Group, including any associated app(s), which, if such constitutes an explicitly part of the Subscription Agreement, may be used by the Customer to support its organization, within the framework of that Subscription Agreement. The exact content of the Software Application made available to the Customer in respect whereof the Customer may exercise specific rights, is specified in the Agreement.
• User Fee: the monetary compensation that 24/7 Group shall receive from the Customer for the use of the Software Application.

Article 2 Applicability of the General Terms and Conditions

2.1  These General Terms and Conditions constitute an inextricable and integral part of the Agreement concluded by the Parties.

2.2 In the event of any conflict in the interpretation of the content of the Agreement concluded by the Parties, the provisions in the Agreement shall prevail over the provisions of these General Terms and Conditions.

2.3 These General Terms and Conditions shall apply to all offers made by 24/7 Group and to all agreements whereby a Customer gives to 24/7 Group the Subscription Agreement to perform (or have performed) the activities (e.g. the right to use the Software Application by the Customer) as described in the Subscription Agreement.

2.4 The Customer expressly accepts the applicability of these General Terms and Conditions, also in relation to 24/7 Group's subsequent Subscription Agreements and Offers.

2.5 The applicability of general terms and conditions of the Customer, in whatever way they may be referred to, is hereby explicitly rejected.

2.6 24/7 Group shall be entitled at all times to unilaterally modify all or part of these General Terms and Conditions. 24/7 Group shall notify the Customer of the modifications to its General Terms and Conditions. If the Customer is of the opinion that the new General Terms and Conditions are unacceptable, it must inform 24/7 Group thereof in writing within 10 (ten) working days after the notification, failing such the Customer shall be deemed to have irrevocably accepted the new General Terms and Conditions.

2.7 Provisions in the General Terms and Conditions which by their nature are intended to continue after the expiry of the Agreement, shall stay in effect thereafter. These provisions include in any case guarantees, indemnities, liability, confidentiality, intellectual property and applicable law and choice of forum. Termination of the Agreement, for whatever reason, shall not affect these provisions.

Article 3 Right of Use of the Software Application

3.1 24/7 Group offers the Customer the possibility to use the Software Application within the framework of the Subscription Agreement.

3.2 Unless explicitly specified in writing in the Agreement, 24/7 Group shall grant to the Customer a non-exclusive right during the term of the Agreement to make available and use the Software Application exclusively in the framework of the performance of the Subscription Agreement.

3.3 The right of use of the Customer is limited to that use of the Software Application, for which at the time of giving the Subscription Agreement, there were firm resolutions.

3.4 Customer may not use the Software Application in any manner not expressly authorized under this Agreement, including modifying, copying, reverse engineering, distributing, sublicensing, or otherwise misusing the Software Application without the prior written consent of 24/7 Group. Any unauthorized use of the Software Application may constitute an infringement of 24/7 Group's intellectual property rights. In addition to any other remedies available at law or in equity, 24/7 Group reserves the right to seek injunctive relief and recover damages resulting from such unauthorized use.

Article 4 Obligations of the Customer

4.1 The Customer is obliged towards 24/7 Group to fully comply with all obligations and instructions of the authorities, which relate to any activity of the Customer. The Customer guarantees to 24/7 Group that it has all the necessary permits with regard to (the result of) the Subscription Agreement in the framework whereof 24/7 Group performs its activities and/or delivers its Software Application and/or Services, and the Customer shall grant to 24/7 Group immediate access, upon request, with regard to obtaining the relevant permits and all (possible additional) permit conditions in respect thereof, and/or a copy thereof.

4.2 The Customer shall exercise reasonable care with respect to all materials, information, and resources provided by 24/7 Group in connection with the Software Application.

4.3 If the Customer shall fail to comply with any obligation described above, or after at least three (3) written reminders shall fail to properly comply with it, the Customer shall be in default, and no further notice of default shall be necessary, and 24/7 Group shall be entitled to terminate the Agreement with immediate effect and immediately cease or suspend its activities, without prejudice to the Customer's obligation to pay the agreed Fee and Expenses to 24/7 Group in full.

Article 5 Fees, expenses and payment

5.1 All Fees and other amounts payable by Customer under the Agreement are exclusive of sales, use, and similar taxes. Customer is responsible for all such taxes imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, excluding, for the avoidance of doubt, any taxes imposed on Provider's income.

5.2 If Customer fails to pay any undisputed amount when due, 24/7 Group may charge interest at 1.5% per month or the maximum rate permitted by law, whichever is less.

5.3 If the Customer fails to pay the amount due, 24/7 Group will hand over its claim for collection, and serve all costs involved therein, which amount will be determined on the basis of the law, with a minimum of $500.00 (five hundred U.S. dollars) exclusive of tax to be paid by the Customer to 24/7 Group.

5.4 Provider may increase the Fees upon each annual renewal term by the greater of (i) three percent (3%) or (ii) the percentage increase in the Consumer Price Index (CPI) for All Urban Consumers, U.S. City Average, as published by the U.S. Bureau of Labor Statistics (or any successor index).

Article 6 Availability and Maintenance of the Software Application

6.1 The Software Application is managed and maintained by and on behalf of 24/7 Group and, if necessary, fixed in accordance with the requirements of commercially reasonable industry standards. In this regard, 24/7 Group will take adequate measures to prevent or control viruses, trojan horses and malware that may affect the use of the Software Application. Customer is responsible for arranging adequate security to prevent the uploading and downloading of viruses, trojan horses and/or malware on the devices used by Customer on which the software of 24/7 Group is used.

6.2 24/7 Group shall, where appropriate, allow the Customer, on its own initiative and if reasonably possible, to do so without the Customer being able to derive rights thereof, under the same conditions within the framework of the new versions Agreement (maintenance updates) of the Software Application.

6.3 24/7 Group shall have the right to put the Software Application or parts thereof temporarily out of use for purposes of maintenance, adjustment or improvement thereof, and or for purposes of maintenance, modification or improvement of the associated software or other facilities. 24/7 Group shall arrange such shutdown as much as possible outside office hours and, if applicable, on predetermined event days and, if possible, timely inform the Customer of the planned shutdown. 24/7 Group shall never be liable for compensation of damages of any kind, in connection with such shutdown.

6.4 24/7 Group shall have the right to put the Software Application or parts thereof temporarily out of use if it is confronted with claims from third parties, of whatever nature, e.g. in the form of notice and take down requests due to (alleged) infringement or the unlawful acting in connection with the use of the Software Application in the framework of the Agreement.

6.5 Notwithstanding the right of advertising as provided in Article 12 of these Terms and Conditions, the Customer is obliged to immediately report any malfunctions or disfunctions of the Software Application to 24/7 Group. 24/7 Group will then investigate the report and, if possible and necessary for the proper functioning of the Software Application, try to remedy the malfunction.

Article 7 Execution

7.1 In the execution of the Agreement, 24/7 Group applies the following ‘service levels’:

7.2 In the execution of the Agreement, 24/7 Group uses the following process for reporting "incidents":

Article 8 Retention of Ownership and Intellectual Property

8.1 24/7 Group shall retain the ownership of the Software Application, Services and other things delivered or to be delivered by it, until the Customer has paid everything it owes to 24/7 Group for whatever reason. 24/7 Group shall retain, at all times, ownership of Software Application, Services and other things made available for use by the Customer, whether or not within the framework of usage rights granted therein, unless the parties have agreed otherwise in the Agreement.

8.2 Assignment: Neither party may assign this Agreement without the prior written consent of the other party; provided, however, that 24/7 Group may assign this Agreement without Customer's consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

8.3 The Contractor shall only be entitled to use the Software Application as described in the Agreement and any Appendix/Appendices, as well as in the Terms and Conditions. The Customer may not (cause to) reproduce, disclose or change - in any manner whatsoever, through any medium and to any extent whatsoever - the Software Application and/or Services, supplied within the framework of the Subscription Agreement, without 24/7 Group’s prior written consent.

Article 9 Data

9.1 During the term of Customer's right of use in relation with the Software Application in the framework of the Subscription Agreement, the Customer has the opportunity at any time to view the data relating to its own organization or its own event in the Software Application and to archive this data in its own organization.

9.2 At the end of the terms of the Customer's right of use in relation with the Software Application in the framework of the Subscription Agreement, 24/7 Group will send to the Customer, at the Customer’ request, a written report of the data relating to its own organization or to the Customer's own event.

9.3 Customer is and shall remain the owner of its own data, collected and processed at all times by using the Software Application in the framework of the Subscription Agreement. 24/7 Group is and shall remain at all times entitled to use these (anonymized) date in the framework of the development and exploitation of its Software Application and Services.

9.4 24/7 Group shall handle the data obtained, collected and processed in a careful and confidential manner by using the Software Application in the framework of the Subscription Agreement.

9.5 24/7 Group shall adequately secure, collect and process confidential data obtained by using the Software Application in the framework of the Subscription Agreement.

9.6 In the framework of a proper performance of this Agreement, 24/7 Group will process personal information in accordance with applicable federal, state, and local laws and will implement commercially reasonable administrative, technical, and physical safeguards designed to protect such information.

9.7 24/7 Group shall treat data that have been made confidentially available to 24/7 Group by or on behalf of the Customer as confidential information. 24/7 Group shall not make this information available to third parties or make it public, unless a proper execution of the Subscription Agreement, a legal obligation or the court requires 24/7 Group to do so.

9.8 Unless agreed otherwise in writing in the Agreement, 24/7 Group will only publicly disclose the name of the Customer after prior permission.

Article 10 Confidentiality

10.1 Each party must keep confidential all the data, information and documents of a confidential nature, which it has received from the other party.

Article 11 Indemnification and Limitation of Liability

11.1 Customer Responsibility: Customer remains solely responsible for the management, operation, safety, security, regulatory compliance, and operation of its facilities, events, personnel, and activities. The Software Application is intended to assist Customer and does not replace Customer's independent judgment, policies, procedures, or legal obligations.

11.2 Customer Indemnification: Customer shall defend, indemnify, and hold harmless 24/7 Group and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses arising from:

(a) Customer's use of the Software Application;

(b) Customer's violation of applicable laws, regulations, or permits;

(c) Customer's operation of its facilities, events, personnel, or activities; or

(d) Customer's negligence, willful misconduct, or breach of this Agreement.

11.3.1 EXCLUSION OF DAMAGES. EXCEPT AS OTHERWISE PROVIDED IN SECTION 11.3.3, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT; OR (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11.3.2 CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 11.3.3, IN NO EVENT WILL THE AGGREGATE LIABILITY OF PROVIDER AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS UNDER OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER DURING THE PRIOR 12 MONTHS. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11.3.3 Exceptions. The exclusions and limitations in Section 11.1 and Section 11.2 do not apply to a party’s obligations under Section 10 (Confidentiality), Section 11.2 (Indemnification), or liability for party’s gross negligence or willful misconduct.

Article 13 Force Majeure

13.1 In the event of force majeure, 24/7 Group shall be relieved of its obligation to fulfill the Agreement or to further perform the Subscription Agreement, as long as the relevant impediment continues to exist. Force majeure shall mean in any case: any circumstance independent of the will of 24/7 Group, as a result whereof 24/7 Group's obligations to the Customer will be impeded in whole or in part, or as a result whereof 24/7 Group cannot be reasonably required to fulfill its obligations.

Article 14 Term and Termination

14.1 Term. The term of the Agreement commences as of the effective date set forth in the Agreement and shall continue for the time frame set forth in the Agreement, unless superseded or otherwise terminated by mutual written agreement of the parties or pursuant to the termination provisions hereto.

14.2 Renewal Terms. After the initial term of the Agreement, the term of the Agreement will automatically renew for subsequent one-year periods until a party provides at least 30 days written notice prior to the end of the then-current term.

14.3 Termination. In addition to any other express termination right set forth elsewhere in the Agreement:

(a) either party may terminate the Agreement, effective on written notice to the other party, if the other party breaches the Agreement (including Customer’s failure to pay any amount due under the Agreement), and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; and

(b) either party may terminate the Agreement, effective immediately upon written notice to the other party, if the other party:

(i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general Subscription Agreement for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

14.4 Effect of Expiration or Termination. Upon any expiration or termination of the Agreement, except as expressly otherwise provided in the Agreement:

(a) all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate;

(b) Provider shall return to Customer, or at Customer’s written request destroy, all documents and tangible materials containing Customer Data or Customer’s Confidential Information;

(c) Customer shall immediately cease all use of any Services or Provider Materials and promptly return to Provider, or at Provider’s written request destroy, all documents and tangible materials containing any Provider Materials or Provider’s Confidential Information;

(d) Provider may immediately disable all Customer and Authorized User access to the Services and Provider Materials; and

(e) if Customer terminates the Agreement pursuant to Section 8.3(a) or Section 8.3(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Provider will refund to Customer any pre-paid Fees for Services that Provider has not performed as of the effective date of termination.

Article 15 Applicable Law and Competent Court

15.1 This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law principles. The Parties agree that any legal action arising from this Agreement shall be brought exclusively in the state or federal courts located in Delaware and each Party consents to the jurisdiction of such courts.