7LOOP LIMITED · 7looplimited.cloud

Terms and Conditions

Last updated: 17 August 2026. 7LOOP LIMITED, 74 Shopton Road, Birmingham, United Kingdom, B34 6NX. Contact email: help@7looplimited.cloud. Telephone: +44 7411 526074.

1. Parties, status and structure of this agreement

These Terms and Conditions form the standard legal framework on which 7LOOP LIMITED of 74 Shopton Road, Birmingham, United Kingdom, B34 6NX supplies services and licences software-related deliverables. The company contact email is help@7looplimited.cloud and the telephone number is +44 7411 526074. The public website is 7looplimited.cloud.

These Terms and Conditions apply to business customers. If you are a consumer, mandatory rights under the Consumer Rights Act 2015 and related legislation remain and prevail over any inconsistent clause to the extent required by law. Our ordinary engagements are with companies, partnerships, LLPs and other organisations that need tax compliance software, tax filing app development, financial management applications, digital tax solutions, income tracking software, tax calculation applications, finance automation platforms, accounting mobile solutions, tax documentation software, or fintech application development.

A contract is formed when we issue a written statement of work, proposal, or order confirmation that you accept in writing, including by email, or when we begin work at your written request after receiving these terms. Browse-wrap use of the public site alone does not purchase development services.

These Terms and Conditions include the schedules described in later clauses. If a signed statement of work conflicts with this document, the statement of work prevails for that conflict only. If these Terms and Conditions conflict with the Terms of Service, these Terms and Conditions prevail for paid work.

Nothing in this agreement appoints 7LOOP LIMITED as your tax adviser, auditor, solicitor, or HMRC agent. We build and configure software and related services. You remain responsible for filings, judgements, and the selection of professional advisers.

2. Definitions

Agreement means these Terms and Conditions, the statement of work, and any change notes accepted in writing. Client means the organisation named in the statement of work. Company means 7LOOP LIMITED. Services mean the work described, which may include discovery, design, engineering, testing, documentation, training, and support.

Deliverables mean identified outputs such as source code created for the Client, compiled applications, interface designs, written specifications, and deployment notes. Background IP means intellectual property the Company owned or licensed before the Agreement or developed independently. Foreground IP means intellectual property created specifically for the Client under the Agreement, excluding Background IP and excluding third-party components.

Confidential Information means non-public information disclosed by either party, including business processes, code, credentials, and personal data. It does not include information that is public other than by breach, independently developed, or required to be disclosed by law.

Tax Software means any tax filing app, tax compliance software, tax calculation application, tax documentation software, or related module. Platform means a finance automation platform or financial management app that may include Tax Software. Mobile Solutions means accounting mobile solutions and related field-capture software.

Working Day means a day other than Saturday, Sunday or a public holiday in England. Fees mean charges specified in the statement of work. VAT means value added tax. HMRC means His Majesty’s Revenue and Customs. UK GDPR means the United Kingdom General Data Protection Regulation as tailored by the Data Protection Act 2018.

Controller, processor, personal data, processing and other data protection terms have the meanings in UK GDPR. Force Majeure means an event beyond a party’s reasonable control, including failure of utilities, widespread internet disruption, epidemic, flood, fire, industrial action affecting a supplier, or change of law that makes performance illegal, excluding lack of funds.

3. Statements of work and change control

Each engagement will describe scope, assumptions, dependencies, Fees, and a movement path for delivery. If a document is silent, these Terms and Conditions fill the gap. Estimates of calendar time are not guarantees unless expressly stated as fixed-date liquidated obligations, which we rarely give because tax rule changes and Client dependencies move.

If the Client asks for work outside scope, the Company may issue a change note with additional Fees and time. The Company is not obliged to start out-of-scope work until the change note is accepted. Continuing to discuss an idea is not acceptance.

The Client must provide timely decisions, access, test data that is lawful to use, and a named product owner. Delay by the Client extends dates by at least the same duration and may increase Fees if the team must be held or remobilised.

Workshops, notice stages, and tension-setting architecture sessions are Services even if they produce no code. The Client may not later claim that only compiled software has value.

4. Client obligations and acceptable use of deliverables

The Client shall use Deliverables only for lawful purposes and in accordance with documentation. The Client shall not reverse engineer Deliverables except to the extent the law grants a non-excludable right, shall not remove licence marks, and shall not use the Company’s name to claim HMRC approval that does not exist.

The Client is responsible for user administration, endpoint security, backup of Client-controlled environments, and the accuracy of data entered into Tax Software. The Company is not responsible for a filing made with incomplete or false inputs.

The Client shall not require the Company to encode a calculation the Client knows to be contrary to law. The Company may suspend work and terminate for cause if asked to participate in evasion, concealment, or misrepresentation to a tax authority.

The Client shall obtain licences for third-party systems it asks us to integrate, including ledgers, banks, identity providers, and any HMRC-facing gateway. The Company does not warrant that a third party will grant access or will keep an API stable.

5. Tax advice disclaimer and no guarantee of tax outcome

The Company does not provide tax, legal, or accountancy advice. Comments during discovery about how a rule might be encoded are design comments, not advice on the Client’s tax position. The Client must instruct its own appropriately qualified advisers and must not rely on software copy, tooltips, or workshop notes as a substitute.

Tax Software may implement deterministic calculations based on specifications the Client approves. Specifications can be wrong. Law can change between specification and filing. HMRC guidance can be ambiguous. The Company does not guarantee that any return, VAT declaration, or record will be accepted, that penalties will be avoided, or that an enquiry will end in the Client’s favour.

Where the Company recommends a professional adviser, that is not an endorsement of a particular filing, and no commission arrangement exists unless disclosed in writing.

The Client remains solely responsible for registrations, deadlines, payments to HMRC, Making Tax Digital obligations, record keeping statutes, and communications with authorities. Software may remind; it does not assume the legal duty.

6. Calculations, legislation change and retuning

A tax calculation application is only as current as the rule pack installed and the specification approved. The Company will not silently rewrite rates to guess a Budget. Updates to rule packs are Services or support items as the statement of work says. If it is silent, legislative updates are chargeable.

The Company may pause a cue, meaning a filing or calculation feature, if it reasonably believes a change of law or a defect would cause unlawful or materially wrong output. That pause is controlled motion, not a breach, provided the Company informs the Client promptly and proposes a retune.

The Client shall not present a paused feature as if it were live. The Client shall not scrape a staging engine and call it production.

Where HMRC or a third party publishes schemas, the Company will use reasonable skill to implement an agreed version. Schema delays outside the Company’s control are Force Majeure as to dates that depended on them.

7. Development standards and acceptance

The Company will perform Services with reasonable skill and care of a competent United Kingdom software studio specialising in financial and tax-related products. The Company does not warrant that software will be error-free, uninterrupted, or compatible with every future device.

Acceptance of a Deliverable occurs when the Client signs an acceptance note, when the Client uses the Deliverable in live operations, or five Working Days after delivery if the Client does not reject in writing with reproducible reasons, whichever is first. Minor defects that do not prevent the core cue from operating shall not delay acceptance and shall be treated as warranty items if within warranty.

Rejection must describe expected versus actual behaviour. Aesthetic preference is not a defect unless the statement of work specified a testable visual standard.

Source code created as Foreground IP will be delivered through an agreed repository. The Company may keep a copy for warranty, legal defence, and backup until retention ends.

8. Intellectual property ownership and licences

Background IP remains with the Company or its licensors. The Company grants the Client a non-exclusive, non-transferable licence to use Background IP solely as embedded in the Deliverables for the Client’s internal business, unless the statement of work sells a broader licence.

Upon full payment, Foreground IP in bespoke code written specifically for the Client is assigned to the Client, excluding Background IP, tools, snippets the Company uses across projects, and third-party components. If the statement of work instead specifies a licence model, that model prevails.

The Client grants the Company a licence to use Client materials to perform the Services. The Client warrants it has the right to grant that licence and that the materials are not defamatory or unlawful.

Open-source components are governed by their licences. The Company will not knowingly incorporate copyleft code into a proprietary deliverable in a way that would force the Client to publish unrelated source, unless the statement of work accepts that risk.

The Company may reuse generic know-how, including approaches to threading income tracking software with document stores, provided Client Confidential Information is not disclosed.

9. Fees, expenses, VAT and payment

Fees are exclusive of VAT unless stated. The Client shall pay invoices within fourteen days of the invoice date unless the statement of work sets another period. Time is of the essence for payment.

The Company may invoice deposits before a Notice stage begins, stage payments at architectural Tension, at Cue completion, and at Settle, or monthly time and materials, as specified. Unused deposits are not automatically refundable if the Client cancels for convenience.

Late sums bear interest at four per cent above the Bank of England base rate from due date until payment, before and after judgement, together with reasonable recovery costs. The Company may suspend Services after seven days’ notice of non-payment.

Expenses pre-approved in writing are rechargeable at cost. Travel to locations other than Birmingham may be charged. Work at 74 Shopton Road is not a chargeable venue fee.

If the Client requires the Company to use a particular purchasing portal, the Client must still pay when due even if the portal is slow. Portal delay is not a withholding right.

10. Warranties and disclaimers

The Company warrants that it has the right to enter this Agreement and that Services will be performed with reasonable skill and care. Except as expressly stated, all other warranties, including merchantability, fitness for a particular purpose, and non-infringement of unknown third-party rights, are excluded to the maximum extent permitted by the laws of England and Wales.

The Company does not warrant that Tax Software will detect every user fraud, every missing receipt, or every misclassification. Income tracking software cannot see cash that is never entered. Accounting mobile solutions cannot photograph a document that was never on the phone.

Third-party hosting, app stores, device operating systems, and HMRC services are not warranted by the Company.

A thirty-day warranty on material defects in Foreground IP applies from acceptance unless the statement of work sets another period. The remedy is repair or re-performance. If repair is impracticable, a proportionate refund of the Fees for the defective Deliverable is the exclusive remedy.

11. Limitation of liability

Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited under English law.

Subject to that, the Company’s total aggregate liability arising out of or in connection with an Agreement, whether in contract, tort including negligence, misrepresentation, or otherwise, shall not exceed the Fees paid by the Client under that Agreement in the twelve months before the claim, or ten thousand pounds, whichever is greater.

The Company shall not be liable for loss of profits, loss of revenue, loss of anticipated savings, loss of goodwill, loss of filings, penalties or interest charged by HMRC or other authorities, loss of data to the extent the Client failed to keep backups, or any indirect or consequential loss, even if advised of the possibility.

The Client’s exclusive remedies are those stated in this Agreement. The parties agree the Fees reflect this allocation of risk. The Client should maintain insurance appropriate to its tax operations.

Claims must be notified in writing with reasonable detail within twelve months of the Client becoming aware, or when it ought reasonably to have become aware, of the facts, and in any event within two years of the act complained of, except for claims that cannot be time-limited.

12. Indemnities

The Client shall indemnify the Company against losses, damages, costs and reasonable legal fees arising from Client data, Client instructions, Client misuse of Deliverables, third-party claims that Client materials infringe, and any investigation or penalty arising from the Client’s tax affairs, except to the extent caused by the Company’s wilful misconduct.

The Company shall indemnify the Client against a finally awarded claim that Foreground IP created by the Company infringes a third party’s United Kingdom copyright, provided the Client gives prompt notice, exclusive control of defence, and reasonable cooperation, and provided the infringement is not caused by Client modifications, combinations, or instructions.

If infringement is alleged, the Company may procure a licence, modify the Deliverable, or refund Fees for the affected part and terminate that part. Those are the exclusive IP remedies.

13. Data protection

Each party shall comply with UK data protection law. For personal data on the public website, the Company is controller as described in the Privacy Policy. For personal data in a Client system, the Client is typically controller and the Company processor.

When the Company is processor, it shall process only on documented instructions, ensure confidentiality of persons who process, implement appropriate technical and organisational measures, not appoint a subprocessor without a general or specific written authorisation and without flowing down equivalent duties, assist the Client with data subject requests and with security and DPIA obligations insofar as possible given the information available, delete or return personal data at the end of services except where UK law requires storage, and make available information necessary to demonstrate compliance.

The Client shall not instruct processing that would cause a breach. The Client shall ensure notices and lawful bases exist for end users of Tax Software. The Client shall not send special category data unless the statement of work designs for it.

International transfers of processor data will use a lawful mechanism. Details of subprocessors for a project will be listed in a schedule or project wiki. The public Cookie Policy does not list project subprocessors.

A personal data breach affecting processor data will be notified to the Client without undue delay after the Company becomes aware.

14. Confidentiality

Each party shall keep the other’s Confidential Information secret, use it only for the Agreement, and disclose it only to people who need it and are bound by duties of confidence. The duty lasts five years from disclosure, and indefinitely for source code and security information.

A party may disclose Confidential Information if required by law, court or regulator, after giving notice if legally allowed. The Company may disclose to professional advisers and insurers under confidence.

The Company may name the Client as a client only with written permission. Portfolio narratives on 7looplimited.cloud are written to avoid confidential identifiers unless permission exists.

15. Security

The Company will use measures appropriate to the risk, including access control and encrypted transport for remote work. The Client is responsible for production credentials it holds, for staff leaving procedures, and for telling the Company when an operator should lose access.

Neither party shall probe the other’s systems without permission. Security research against 7looplimited.cloud without invitation may be treated as abuse under the Terms of Service.

The Company does not accept unlimited liability for sophisticated attacks. The limitation clause applies. The Client should assume that any internet-connected Tax Software will be attacked and should fund monitoring accordingly.

16. Support, maintenance and service levels

Unless a support schedule is bought, support is limited to the warranty period and to reasonable clarification of Deliverables. Response targets, if any, will be in the statement of work and are targets, not independent warranties, unless labelled as service credits.

Service credits, if agreed, are the sole remedy for missed targets and are capped at a percentage of the monthly support Fee. Credits are not refunds of development Fees.

Maintenance windows may be required. The Company will try to avoid UK filing peak hours when it controls the hosting, but cannot control HMRC outages.

Support does not include new features, legislative rewrites, data migration from neglected backups, or training of unlimited new staff.

17. Mobile applications and stores

Accounting mobile solutions may be distributed through Apple, Google or other stores under those stores’ terms. The Client must provide developer accounts if it will be the publisher. Store rejection is not a Company breach if the cause is store policy, Client branding, or content the Client insisted upon.

Device fragmentation means a Mobile Solution may behave differently on old operating systems. The statement of work should name supported versions. Outside that list, repair is discretionary and chargeable.

Push notifications, background fetch, and camera access depend on user permission and vendor APIs. The Company is not liable if a user refuses permission and then blames the product for missing receipts.

18. Hosting, environments and credentials

Unless the Company expressly hosts, the Client provides environments. The Company is not the Client’s cloud reseller by default. Production changes require a named Client approver.

Credentials shared with the Company must be rotated after the engagement if they were production credentials. The Company will not ask for Government Gateway passwords of end taxpayers on the public site and the Client should not send them in ordinary email.

Staging data should be anonymised. If the Client insists on production copies in staging, the Client accepts the increased risk and must have a lawful basis.

19. Non-solicitation

During the Agreement and for twelve months after, neither party shall solicit the other’s employees who worked on the engagement, except via genuine public advertisements. A replacement hire fee of three months’ gross salary is a reasonable pre-estimate of loss if this clause is breached, without limiting other remedies.

This clause does not prevent hiring a person who responds to a general advertisement without targeting.

20. Term, termination and consequences

The Agreement starts on the effective date and continues until Services are complete or it is terminated. Either party may terminate for material breach if the breach is not remedied within fourteen days of notice, or immediately if the breach is irremediable, including non-payment after suspension, unlawful instructions, or insolvency events as defined by English law.

The Client may terminate for convenience on thirty days’ notice if the statement of work allows it, paying for work done, committed non-cancellable costs, and a wind-down at then-current rates.

On termination the Company may stop access to Company-hosted tools, will deliver paid Foreground IP then completed, and will invoice outstanding Fees. Licences to Background IP end if Fees are unpaid. Confidentiality, IP, liability, data protection, and accrued payment duties survive.

Termination does not itself delete HMRC records. The Client must export what it needs before a hosted term ends.

21. Force majeure

A party is not liable for delay or failure caused by Force Majeure if it notifies the other and mitigates. If Force Majeure continues for more than sixty days, either party may terminate without fault, paying for work done.

Lack of Client staff, internal politics, or a desire to wait for a Budget are not Force Majeure for the Client.

22. Anti-bribery, sanctions and modern slavery

Each party shall comply with the Bribery Act 2010, applicable sanctions, and the Modern Slavery Act 2015 to the extent it applies. The Company does not offer facilitation payments. The Client shall not ask the Company to pay anyone to obtain an HMRC outcome.

The Company may terminate if it reasonably believes continued performance would breach sanctions or financial crime law.

23. Insurance

The Company maintains professional indemnity and public liability insurance at levels it considers appropriate to a studio of its scale. Certificates may be provided on request. Insurance does not increase the liability cap.

The Client should insure its own cyber, crime, and tax investigation costs. Penalties are not insurable in many cases; that is the Client’s problem to understand with its broker, not the Company’s.

24. Publicity, portfolio and name

The Company may describe the type of work in generic terms. Specific name-use requires permission. The Client shall not issue a press release claiming the Company certified a tax position.

Photographs on 7looplimited.cloud are studio atmosphere. They are not photographs of the Client’s office unless agreed.

25. Assignment and subcontracting

The Client may not assign the Agreement without the Company’s consent, not to be unreasonably withheld for a solvent affiliate. The Company may assign to a successor of its business and may subcontract specialist tasks while remaining responsible for the subcontractor’s performance as between the parties, subject to data protection clauses.

A change of control of the Client that puts the Company in conflict, such as a direct competitor acquiring the Client, allows the Company to terminate for convenience with payment for work done.

26. Notices

Notices must be in English, in writing, and sent to the addresses in the statement of work, or to 74 Shopton Road, Birmingham, United Kingdom, B34 6NX, or to help@7looplimited.cloud. Email notice is effective on the next Working Day if no bounce is received. Postal notice is effective two Working Days after first-class posting in the UK.

Informal chat messages are not notices unless the statement of work says a named channel may be used for operational notices.

27. Dispute resolution and governing law

The Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction. The parties will first attempt good-faith discussion for fourteen days, then a single meeting between senior representatives, without prejudicing interim injunctive relief for IP or confidentiality.

Nothing requires arbitration unless a statement of work adds it. The Contracts (Rights of Third Parties) Act 1999 is excluded, except for a permitted assignee.

28. Entire agreement, variation, waiver, severance

The Agreement is the entire agreement and supersedes prior negotiations. Each party acknowledges it has not relied on a representation not set out in the Agreement, except for fraud. Variation must be written and express. A delay in enforcement is not a waiver. If a clause is illegal, it shall be modified to the minimum extent, or deleted, and the rest continues.

If these Terms and Conditions are provided with a purchase order containing contrary terms, the Company’s terms prevail unless a director of the Company signs the purchase order terms.

Schedule A. Service catalogue interpretations

Tax filing app development means design and engineering of a user journey that gathers inputs, validates completeness, and produces an output intended for a filing process specified by the Client. It does not mean the Company files on the Client’s behalf unless a separate regulated appointment exists, which it does not under these terms.

Tax compliance software means software that encodes rules, calendars, thresholds, and exception states approved in a specification. It is not a warranty that the Client is compliant. Compliance is a legal state of the Client’s affairs.

Financial management app means software concerned with money movement, invoices, set-aside, and reporting as scoped. It is not a bank, payment institution, or e-money product unless the Client holds those permissions and the statement of work says we are integrating to them.

Digital tax solutions is an umbrella phrase on the public site. In a contract it has no meaning beyond the scoped modules. Income tracking software means ingestion and categorisation of income lines. A tax calculation application means computational modules. A finance automation platform means scheduled jobs, reminders, and integrations. Accounting mobile solutions means field capture. Tax documentation software means storage, retrieval, and retention of evidence. Fintech application development means the engineering method, not a regulated fintech permission.

If marketing language on 7looplimited.cloud is more poetic than a statement of work, the statement of work wins. Metaphors about hidden strings, control rigs, cues and tension are descriptive of coordination. They are not technical specifications, service levels, or guarantees of theatrical effects in software.

Schedule B. Discovery, Notice and specification duties

The Notice stage exists to name loose motion. The Client shall disclose known integrations, peak filing volumes, known defects in legacy tools, and any live enquiry by a tax authority that could affect design, to the extent it is lawful to share. Concealment of a material constraint is a Client breach if it causes rework.

Specifications should include tax years in scope, entities in scope, user roles, offline needs, accessibility targets if any, and environments. Silence on accessibility means the Company will follow a reasonable baseline for professional tools, not a public-sector procurement checklist, unless the Client is subject to such a checklist and states it.

The Company may refuse to encode a rule that cannot be stated testably. ‘Make it fair’ is not a test. ‘Apply the rate in table X for tax year Y unless relief Z applies as defined in appendix’ is a test.

Sign-off of a specification is a Client act. Later memory that someone in finance disagreed does not reopen the specification without a change note.

Schedule C. Testing, audit trails and evidence

The Company will perform testing consistent with the statement of work. The Client must supply expected results for calculations it cares about. The Company is not obliged to invent a complete parallel tax encyclopaedia at its own cost.

Audit trails in Tax Documentation Software, if scoped, will record who did what at what time in the system. They will not record thoughts. They will not be a substitute for the Client’s statutory record keeping if the Client stores evidence outside the system.

Penetration testing, if required, is a separate purchase unless included. The Company may require that tests occur on staging and that findings are remediated in priority order. A Client who publishes a raw pentest of a half-built system on the internet may be in breach of confidentiality.

UAT is a Client duty. If UAT users are untrained, delays are Client delays.

Schedule D. Third-party APIs, banks and HMRC gateways

APIs change. The Company will use reasonable skill to implement an agreed version. Breaking changes by a bank, ledger, identity provider, or government gateway are not a Company breach. Reimplementation is chargeable unless a support plan expressly includes that vendor’s breaking changes, which would be unusual and expensive.

Rate limits, sandbox quality, and onboarding queues are vendor matters. The Client must complete vendor KYC. The Company cannot impersonate the Client to a bank.

If a gateway requires a particular security pattern, the Client must fund it. If the Client refuses, the integration may be dropped from scope without the rest of the Agreement failing, with a Fee adjustment for unused work only if no work was done.

References to Making Tax Digital on the public site are identifying. They do not mean the Company is an HMRC-recognised software list member for a particular product unless the statement of work says the Client will pursue that listing and who pays the effort.

Schedule E. Personnel, location and hours

Services are ordinarily performed from the United Kingdom. Individuals may work remotely. The Client is not entitled to named individuals unless the statement of work says so. The Company may replace people with equivalent skill.

Working hours for operational contact are Monday to Friday 09:00 to 17:30 Greenwich Mean Time, excluding English public holidays, unless on-call is purchased. Messages to help@7looplimited.cloud outside those hours are handled the next Working Day.

On-site work at 74 Shopton Road is by arrangement. The Client’s site visits are chargeable if outside Birmingham unless otherwise agreed. Health and safety on a Client site is the Client’s responsibility.

The Company is not a secondment agency. Company personnel remain under Company control.

Schedule F. Payment disputes and set-off

If the Client disputes an invoice, it must do so in writing within ten Working Days, paying the undisputed part. Silence is acceptance of the invoice as a debt.

The Client may not set off unliquidated claims against invoices. The Company may set off sums the Client owes.

If a purchase order number is required by the Client internally, the Client must supply it before work that it wants covered. Failure to supply a number does not allow free work.

Schedule G. Exit, transition and escrow

On request and at then-current rates, the Company will provide reasonable transition assistance for thirty days after termination, unless terminated for Client’s unlawful instructions. Assistance does not include building a competitor’s product.

Source code escrow is not included. If the Client requires escrow, a tripartite deed and Fees will be needed. Until then, repository access as scoped is the continuity mechanism.

The Company is not obliged to keep Client environments alive after unpaid invoices or after an agreed wind-down. Export early.

Schedule H. Accessibility, languages and documentation

Documentation will be in English. User interfaces will be in English unless scoped otherwise. The Company does not localise to every UK language automatically.

If the Client is a public body subject to accessibility regulations, it must say so in the statement of work and accept the testing budget. Quiet professional tools for internal accountants are not automatically WCAG AAA.

Training, if included, is for a named number of sessions. Recordings, if allowed, remain Company Confidential Information unless assigned.

Schedule I. Beta, experiments and pre-release

Features labelled beta are provided as-is, may be withdrawn, and must not be used for live filing unless the Client accepts the risk in writing. The liability cap still applies. Warranty does not apply to beta.

The Client shall not publicly market a beta as a completed digital tax solution.

Schedule J. Examples of excluded work

Unless scoped, the following are excluded: hardware, office networking, payroll bureau services, bookkeeping as a managed service, representation before HMRC, witness evidence, forensic accounting, payment processing as a principal, credit lending, crypto-asset custody, and the operation of a premium-rate telephone line.

Also excluded: rewriting the Client’s entire estate of spreadsheets without a full inventory, migrating rotten data without a cleansing budget, and building a dashboard that impersonates control without encoding the underlying cues.

The Company’s refusal to do excluded work is not a breach.

Schedule K. Interpretation of metaphors used in public materials

Public pages speak of hidden strings, control bars, movement cues, dependency lines, backstage order, timing locks, controlled motion, visible results, tension balance, coordinated parts, suspended work, operating cues, stage-ready delivery, movement paths, pulling together, and controlled release. In this Agreement those phrases refer to software coordination, scheduling, and quality of delivery. They do not create obligations to supply theatrical equipment, puppets, venue licences, or entertainment services.

A ‘cue intake’ is a contact form. A ‘rig directory’ is a footer. A ‘movement sequence’ of Notice, Thread, Tension, Cue, Move and Settle is a delivery metaphor corresponding approximately to discovery, integration design, risk control, implementation trigger, execution, and handover. It is not a certified methodology you can audit like ISO unless ISO is separately contracted.

The Client shall not argue that poetic language expands scope. Scope is the statement of work.

Schedule L. Records and audit of the Company

The Client may, on thirty days’ notice, not more than once per year, inspect records directly relevant to Fees charged on a time and materials engagement, during Working Days, under confidence, without disrupting other clients. The Client may not use audit as a fishing expedition for Background IP.

Fixed-price Fees are not subject to open-book labour audit. The Client bought an outcome description, not a timesheet novel, unless the statement of work is time and materials.

Regulatory audits that lawfully compel the Company will be complied with. The Client will be told if legally allowed.

Schedule M. Complaints about the public site and about delivery

Complaints about 7looplimited.cloud content may be sent to help@7looplimited.cloud. We will consider factual corrections. We will not rewrite the visual system because a visitor prefers a generic template.

Complaints about paid work should go to the named account contact and then to a director. A complaint is not a right to stop paying undisputed invoices.

Online reviews that disclose Confidential Information are a breach. Honest opinion about service quality is not, subject to defamation law.

Schedule N. Miscellaneous UK statutory notes

If any supply is a consumer supply, unfair terms assessment applies and the Client-as-consumer will receive the benefit of mandatory rights. The parties believe these terms are designed for business-to-business software development.

The Company is not required to create a works council, a pension scheme for the Client’s staff, or a TUPE transfer merely because software is delivered, unless TUPE actually applies as a matter of law to a particular service transfer, which ordinary development usually does not trigger.

Nothing creates a partnership, joint venture, or employment relationship between the Client and Company personnel.

These Terms and Conditions may be executed in counterparts, including electronic signature, each of which is an original.

Further provision on specification freeze

Once a specification is accepted, the Company may freeze interfaces so that calculation modules can be tested. The Client may still request changes through change control. A freeze is not hostility. It is how a tax calculation application avoids moving targets during a rate-table proof. If the Client continues to send informal redesigns via chat, the Company may ignore them until they appear on a change note. Informal redesigns do not extend warranty. They do not reset acceptance. They do not create a collateral contract. The Company will keep the frozen specification in the repository so that a later dispute can be read against an artefact rather than against memory. Memory is a poor ledger. The parties agree that silence after a freeze notice of five Working Days is acceptance of the freeze. If the Client objects, it must state which requirement cannot be frozen and why a live filing depends on it. Aesthetic objections are not filing dependencies. Colour of a button is not a timing lock. The Company may continue engineering during a dispute about freeze, at the Client’s later cost if the dispute was unfounded. This provision exists because tax seasons do not wait for indecision.

Further provision on user permissions

Role-based access, if scoped, will distinguish at least a preparer and a reviewer where the Client asks for a four-eyes cue. The Client must not share generic logins and then blame the audit trail. Shared logins are a Client defect. The Company may refuse to support an environment where production credentials are pasted into group chat. Password reset flows, if scoped, will follow a reasonable modern pattern and will not use knowledge-based questions about a taxpayer’s first school as a security control. Multi-factor authentication, if scoped, depends on the Client’s identity provider. The Company is not liable if a user disables MFA and a colleague files in their name. The Client shall educate its users. Software cannot supply character. Permission models will not encode employment law. Revoking a user does not terminate their employment. That remains the Client’s human process.

Further provision on document retention inside software

Tax documentation software, if scoped, will apply retention periods the Client specifies. The Company will not guess the Client’s statutory period. If the Client specifies a period shorter than the law requires, the risk is the Client’s. If the Client specifies indefinite retention, the Client must consider data protection minimisation; the Company may warn and then follow instructions. Deletion jobs, if scoped, will be reversible only if a grace period is specified. Once hard-deleted from production and expired from backup, a file is gone. The Client shall not demand miracles from backups that have rotated. Optical character reading, if scoped, is best-effort and will misread some receipts. A misread is not automatically a calculation defect. A human cue should remain for low-confidence documents if the specification says so. The Company does not warehouse original paper. Paper remains the Client’s problem unless a scanning bureau is separately contracted.

Further provision on income categorisation

Income tracking software may suggest categories. Suggestions are not advice. The Client’s users must confirm. Machine-learning categorisation, if ever used, will be described in the statement of work and will not be trained on another client’s confidential ledgers. Rules-based categorisation is preferred for auditability. The Client may insist on machine learning; the Company may then exclude warranty for particular suggestions. Bank feed interruptions will be surfaced as loose motion, not hidden. The product should not invent transactions to look complete. Completeness theatre is a defect. The Company will not build completeness theatre on purpose. If a feed duplicates a line, reconciliation tools, if scoped, will exist to merge or ignore. If not scoped, the Client’s operators must handle duplicates manually. Manual handling is not a breach by the Company.

Further provision on notifications and nagging

Reminders are not legal notices to HMRC. A user who ignores a reminder has not shifted duty onto the Company. Email delivery depends on the Client’s mail provider and on spam filters. The Company does not warrant inbox placement. SMS, if scoped, depends on a telecoms provider and on the user keeping the same number. Push notifications depend on device permission. The Client shall not configure reminders in a way that constitutes harassment of its staff. The Company is not a party to the Client’s employment disputes about notification volume. Quiet hours, if scoped, will be implemented approximately; time zones will be those specified. Default is Europe/London. Filing peaks in January and July are known in the industry; the Company still cannot guarantee that every user will act.

Further provision on accessibility of calculations

Where numbers are shown, the interface should make the source of a figure inspectable if the specification requires an explain-this-number cue. The Company will not hide a rate inside an image without an alternative text equivalent if that figure is necessary to the task. Rounding rules must be specified. Bankers’ rounding versus half-up must be written down. Currency is pounds sterling unless scoped. Mixed currency is a change note. Negative tax, refunds, and postponements need explicit states. An unexplained zero is a defect if an explanation was specified. An unexplained zero is a Client data issue if inputs were zero. Distinguishing those cases is why logs exist.

Further provision on subcontracted specialists

The Company may engage a specialist for cryptography, accessibility audit, or a particular mobile store ritual. The Client may not treat that specialist as its own employee. Direct solicitation of that specialist is a non-solicitation issue if they worked on the engagement. The specialist will not receive more personal data than needed. The Company remains the contracting party. The Client shall not pay the specialist sideways to avoid Fees. Sideways payment is a breach.

Further provision on ethical walls

If two clients compete, the Company will use reasonable measures to avoid leaking Confidential Information, including separate repositories and need-to-know staffing. The Company is not obliged to refuse all work in UK tax software because the field is finite. Existence of another client is not a conflict by itself. A conflict exists if the same person would have to use one client’s secret to benefit another. The Company will tell the Client if a conflict requires stopping a particular workstream. Fees for work already done remain payable.

Further provision on disaster recovery of the studio

The Company keeps copies of its working files using ordinary professional backups. That is not a committed disaster recovery service for the Client’s production Tax Software unless hosting and DR are scoped with recovery time and recovery point objectives. The Client should not assume that a Birmingham flood at Shopton Road destroys or preserves the Client’s cloud. Those are different strings. The Client should ask where production lives. If production lives in the Client’s tenancy, the Client’s DR applies. If production lives in a Company tenancy under a hosting schedule, that schedule applies. This general agreement does not silently include a hot-hot multi-region architecture.

Further provision on training data and models

The Company shall not feed Client Confidential Information into public generative models. Internal tools may be used on anonymised or synthetic data. If the Client wants a model trained on its ledgers, that is a separate high-risk workstream with a DPIA led by the Client. Output of a model is not a filing. A person must still pull the cue. The parties agree that hallucination is a known failure mode and that a model’s confidence score is not evidence. The Company will not market a model as a qualified adviser.

Further provision on app store reviews and ratings

If a Mobile Solution is public, reviews may be unfair, wrong, or confused with tax policy. The Company is not obliged to achieve a rating. The Client shall not withhold Fees because a stranger on a store does not like HMRC. The Client may ask the Company to help draft a response; that is chargeable support. The Company will not impersonate users to plant reviews. The Client shall not ask it to.

Further provision on TUPE and managed services

Ordinary development and handover do not transfer the Client’s staff to the Company. If the Client later asks the Company to run an operational bureau that replaces an incumbent supplier, the parties will take legal advice on TUPE before starting. Until a written managed service exists, the Company is not that bureau. Staff who happen to sit near a Client team remain Company staff. The Client shall not treat them as substitutes for missing internal engineers without paying.

Further provision on export control

Software and documentation may be subject to export control if cryptography of a certain strength is included. The Client shall not export Deliverables in breach of UK or other applicable export law. The Company does not classify the Client’s downstream users. If the Client serves users in sanctioned territories, the Client must say so before work begins. Failure to say so is a material breach if it exposes the Company to penalties.

Further provision on publicity during disputes

During a dispute, neither party shall issue a press statement about the other without legal advice. The Client shall not encourage social media brigading against Company staff. The Company shall not disclose the Client’s tax position. Court remains the venue. These terms do not create a right to secret arbitration unless added.

Further provision on entire financial construction

Fees are for Services and licences as scoped. They are not an investment in 7LOOP LIMITED, not equity, not a loan, and not a joint venture share of HMRC refunds. The Client is not entitled to inspect the Company’s management accounts except as a lawful court process allows. The Company is not entitled to a percentage of tax saved unless a rare, separately signed success-fee rider exists, which these standard terms do not create. Anyone promising you a share of HMRC outcomes in our name is not working from these terms.

Further provision on notices of defect after acceptance

After acceptance, a defect must still be reproducible. ‘Users are unhappy’ is not a defect report. A defect report should include environment, user role, expected figure, actual figure, and whether test or production data was used. The Company may close a ticket that lacks those facts after asking once. Warranty does not include teaching basic use that was offered in a declined training session. If the Client declined training, the Client accepted the risk of untrained users. Untrained users generate noise that looks like defects. The Company will say so.

Further provision on Birmingham as seat

The Company’s ordinary operations are in Birmingham, England. Remote work does not change governing law. A Client in another UK nation still contracts under England and Wales law unless a statement of work expressly chooses otherwise, which the Company is not obliged to accept. International Clients must arrange their own tax and data transfer analysis. The Company can describe software. It cannot be every country’s counsel. Correspondence address remains 74 Shopton Road, Birmingham, United Kingdom, B34 6NX. Service of proceedings should follow Civil Procedure Rules. Email to help@7looplimited.cloud is useful but may not by itself complete service of a claim form.

Further provision on interpretation against a party

These terms were prepared for repeated use by 7LOOP LIMITED. Contra proferentem may apply in a consumer context. In a business context the parties have had the opportunity to negotiate a statement of work. Ambiguity in a metaphor on the public website is resolved against expansion of scope. Ambiguity in a calculation specification is resolved by written clarification before coding where possible. If coding proceeded on a reasonable interpretation, that interpretation stands unless a change note is paid. The Client cannot hold both a freeze and an infinite right to reinterpret.

Further provision on survival of disclaimers

Clauses about tax advice, liability, indemnity, confidentiality, IP, data protection, non-solicitation, and governing law survive termination. Survival is not an excuse to keep processing personal data longer than allowed. Survival is not an excuse to keep Client production credentials. Survival is the legal string that remains when the operational strings have been cut. The parties should still send a short closing note stating what was delivered, what remains unpaid, and where repositories live. A closing note is operational hygiene. It is not a new contract unless it says it is and both parties sign.

Further provision on counterparts and electronic signatures

The Agreement may be signed in counterparts. Electronic signatures, scanned signatures, and typed names in an email that clearly accepts a named statement of work may bind a business Client. The Company may insist on a particular e-sign platform for high-value work. A purchase order issued by the Client after receiving these terms is acceptance of these terms even if the purchase order has a footer of contrary boilerplate, unless a Company director has signed that boilerplate. This battle-of-forms rule is intentional. Software studios cannot accept every buyer’s residual terms about unlimited liability for tax penalties. The Fees would be different. They are not.

Closing acknowledgement

By entering an Agreement, the Client acknowledges that it has read these Terms and Conditions, the Privacy Policy and, if using the website, the Terms of Service and Cookie Policy. The Client acknowledges that 7LOOP LIMITED builds software machinery for tax-related operations and does not pull HMRC’s strings. Complex work moves cleanly when the hidden strings are held by a precise system. That sentence is a brand metaphor. In law, precision is this document, the statement of work, and the Fees that make the allocation of risk possible. Questions before signature: help@7looplimited.cloud, +44 7411 526074, 74 Shopton Road, Birmingham, United Kingdom, B34 6NX.

Expanded note on change of tax year

A tax year boundary is a timing lock. If a product allows editing across that boundary without a role and a reason, the visible result will lie. The Company will, where scoped, prevent casual edits to a locked year and will require an operator cue with an audit line. The Client must decide who is allowed to unlock. If everyone is allowed to unlock, the lock was theatre. Theatre is excluded. The Company will not be liable for figures that were unlocked by the Client’s own administrator after acceptance. The administrator’s click is a Client act. HMRC will not care that the button was pretty. The specification should list which entities share a year-end and which do not. Partnerships, companies and individuals are not the same clock. A finance automation platform that assumes one clock will snap. Retuning that assumption after go-live is a change note. The Client should not be surprised. This expanded note is part of the Agreement so that nobody can say they were not told that calendars are load-bearing.

Expanded note on CIS, PAYE and mixed status

Mixed income is a classic loose motion in the United Kingdom. A person may be PAYE in the morning and invoicing in the afternoon. Income tracking software must not smash those streams into one unmarked bucket if the specification says they must remain distinct. The Company will implement distinct streams where scoped. The Client’s users must still classify correctly. Misclassification by users is not a defect in the engine. CIS deductions, if scoped, need their own evidence. The Company does not chase subcontractors for documents. Accounting mobile solutions may capture a document; they do not make a subcontractor send it. The Client should resource operations. Software is not a person with a van. If the Client later asks for a portal for subcontractors, that is a new product surface with identity, abuse, and data protection consequences. It will not be smuggled in as a small change.

Expanded note on VAT schemes

VAT is not one scheme. Flat rate, standard, cash accounting, annual accounting, and partial exemption each pull different strings. The statement of work must name the schemes in scope. If it says only ‘VAT’, the Company will implement a reasonable standard-scheme path and treat others as change. Digital links under Making Tax Digital, if scoped, will be designed not to break the digital link by encouraging copy-paste as the happy path. Users will still paste. The product should warn. A warning is not a physical barrier. The Company cannot stand in the room. Penalties for broken digital links are the Client’s. The Company will not pay them. The limitation clause already excludes them. This note exists so that a later reader in a dispute cannot claim ignorance of that exclusion’s practical meaning.

Expanded note on agents and practices

If the Client is an accountancy practice using software with many end clients, multi-tenancy must be scoped. Accidental cross-tenant visibility is a serious defect. The Company will test with at least two tenants if multi-tenancy is in scope. The practice remains controller of end-client data. The Company will not speak to an end client without the practice’s instruction. White-label, if scoped, still cannot hide that calculations follow a specification. White-label does not allow the practice to claim the Company certified a tax position. Fees for multi-tenant hardening are not the same as fees for a single-company app. The Client should not expect the cheaper shape to behave like the expensive shape.

Expanded note on time and materials governance

Where Fees are time and materials, the Company will provide a reasonable summary of time by theme, not a keystroke log. The Client may ask questions. The Client may not demand that engineers fill a timesheet novel that costs more than the engineering. Minimum booking units, if used, will be stated. Waiting for the Client on a booked day is chargeable if the Company could not reasonably redeploy. The Client can avoid that cost by cancelling with two Working Days’ notice. Same-day cancellation is paid. This is ordinary professional practice in Birmingham as elsewhere.

Expanded note on fixed price assumptions

Fixed price depends on assumptions. If an assumption is false, the price was for a different object. Typical assumptions include: one legal entity, one VAT scheme, English language, current iOS and Android versions named, a single ledger, test data supplied in week two, a product owner who answers within two Working Days, no pentest during build, no store account delays, and no live HMRC enquiry that rewrites processes mid-flight. The statement of work should list assumptions. Missing assumptions that are industry-obvious may still be implied. The Client cannot invent an implication that the Company would work without pay until happiness. Happiness is not a specification.

Expanded note on warranty exclusions after alteration

If the Client or a third party alters Foreground IP, warranty ends for the altered area and for any area that reasonably depends on it. The Company may still help at charge. The Company is not obliged to reverse-engineer a fork. If the Client wants the Company to adopt a fork, that is a new discovery. Git history matters. The Client should not flatten history and then ask who to blame. Blame is a poor coordination strategy. The rig works when the repository is the shared bar.

Expanded note on confidentiality versus transparency to users

End users of Tax Software may need to see their own data. That is not a breach of Confidential Information as between Company and Client. The Client must still configure visibility. A director seeing all staff receipts may be intended. A staff member seeing another’s payroll may not. The specification must say. The Company will not infer a culture. Cultures differ. The product should follow the paper, not the vibe.

Expanded note on death, incapacity and key persons

The Company is not a key-person insurance policy for the Client’s founder. If the Client’s product owner becomes unavailable, the Client must appoint another. Dates move. If the Company’s named engineer, if any was named, becomes unavailable, the Company will substitute. The Client may not terminate solely because a favourite individual moved to another project, unless exclusivity was paid. Exclusivity is rare and expensive. These terms do not include it.

Expanded note on illegal content and scans

The Client shall not store illegal content in systems the Company touches. If the Company finds apparent illegal content, it may freeze access, report as required by law, and terminate. The Company is not a police force. It will not rummage for fun. Incidental discovery during support is enough. Child sexual abuse material is an immediate stop. This clause is required because document vaults attract all kinds of files, not all of them receipts.

Expanded note on equality and dignity

Company staff will not accept abuse. The Client shall ensure its people behave professionally. Persistent abuse allows the Company to suspend the engagement, treat it as Client breach, and invoice for work done. Disagreement about a figure is not abuse. Shouting, slurs, and threats are. This is a software studio, not a punching bag. The metaphor of tension does not include harming people.

Expanded note on records of oral comments

Workshops produce ideas. Ideas are not instructions until written. The Company may keep notes. If the Client wants a particular oral comment to bind, it must put it in an email or in the specification. The Company is not obliged to watch a video of a four-hour workshop to find a buried instruction. Buried instructions are how strings tangle. The Notice stage exists to unbury them.

Expanded note on currencies of payment

Fees are invoiced in pounds sterling unless otherwise agreed. Exchange control, correspondent bank delays, and intermediary deductions are the Client’s problem if the Client pays from abroad. The amount received must equal the invoice. Underpayment remains due. The Company does not accept cryptocurrency unless a director agrees in writing, which is unlikely. Card payments, if offered, may include a stated surcharge where lawful.

Expanded note on set-up of analytics inside products

Product analytics, if scoped, will be designed to minimise personal data. The Client shall not later bolt on a full session-replay tool that records tax figures on screen without a DPIA. If the Company is asked to bolt it on, it may refuse. Refusal is not breach. It is professional judgement. The Cookie Policy of the public site does not authorise product analytics. They are different properties.

Expanded note on handover artefacts

Settle includes a reasonable handover: repository access as paid, environment notes, and a short operating note. It does not include infinite shadowing. It does not include writing a textbook. If the Client wants a textbook, that is a documentation project. Diagrams of dependency lines, if produced, are design artefacts, not binding architecture for all time. Systems evolve. The artefact is a photograph of the rig on a date.

Expanded note on parallel vendors

The Client may hire other vendors. The Company will cooperate reasonably. The Company will not take instructions from a vendor who is not authorised. Conflicting instructions from two vendors are Client delay. The Company may pause until the Client’s product owner speaks with one voice. Two voices on one bar snap strings. This is coordination, not ego.

Expanded note on sample data

Demo data should be fictional. Using real taxpayers as cute samples is a bad idea. The Company will replace real names in samples it creates. If the Client supplies real samples, the Client is processing live data in a non-production spirit and must have a basis. The Company may anonymise at charge. The Company may refuse to put live unique identifiers into slides.

Expanded note on clock synchronisation

Timestamps in logs will use a consistent zone, preferably UTC stored and London displayed, if scoped that way. Users arguing about a minute on a deadline should still not wait until 23:59:59. The product may refuse late cues. That refusal, if specified, is a feature. A user angry at a closed gate is not entitled to damages from the Company. The gate was the point.

Expanded note on this document’s length

These Terms and Conditions are long because tax software sits next to law, money, identity, and government systems. Short terms would hide the strings. 7LOOP LIMITED prefers them visible. If a Client wants a one-page summary, it can be provided as a non-binding map. The binding document is this one plus the statement of work. Reading time is part of procurement. Skipping it is a Client choice. Courts read the long form. So should you. For contact: help@7looplimited.cloud, +44 7411 526074, 74 Shopton Road, Birmingham, United Kingdom, B34 6NX, domain 7looplimited.cloud.

Expanded note on identity verification of Client signatories

The Company may ask a signatory to confirm they are a director or duly authorised officer. A junior employee sending a purchase order may still bind the Client under ordinary agency rules, which is why the Client should control who emails the Company. The Company is entitled to rely on apparent authority. If the Client later says the junior had no authority, that is a problem between the Client and the junior, not a right to free software. The Company may pause work if Companies House shows a striking-off process. The Company may pause if a payment bounces. The Company is not required to investigate the Client’s internal delegations beyond a reasonable check. For high-value work the Company may require a board minute. That requirement, if stated, is a condition precedent to starting the Move stage.

Expanded note on confidentiality of pricing

Fees quoted to the Client are Confidential Information of both parties. The Client shall not post a quotation on a public tender forum with the Company’s unit rates if those rates were given in confidence. A public-sector Client that must publish may redact unit rates where the law allows. The Company shall not publish the Client’s budget. Benchmarking services that demand our rate card as a condition of remaining on a panel will be considered case by case. The Company is not obliged to join a panel. Refusal is not a breach of an Agreement that has not been signed.

Expanded note on interest, penalties and HMRC correspondence

If Tax Software fails to send a reminder, the Client may still owe HMRC. That sentence is repeated because it is the dispute that happens. Software reminders are a convenience. Statutory duties sit on the taxpayer or the appointed agent, not on a Birmingham studio that wrote a notification job. If the Company hosts the job and the job did not run because the Company omitted a cron entry that was in scope, the liability cap and the exclusion of penalties still apply unless the law forbids that exclusion in the particular case. The Client should therefore keep an independent calendar for material deadlines. Dual strings are good engineering. A single string is how things snap. The Company recommends dual strings. The Company does not operate the Client’s wall calendar.

Expanded note on data portability between vendors

If the Client leaves, export formats will be those scoped: commonly CSV, PDF, and repository git. A perfect semantic recreation inside a competitor’s product is not owed. Mapping fields is the next vendor’s work unless a paid transition is agreed. The Company will not spend unpaid weeks explaining another firm’s schema. The Company will not withhold paid Foreground IP because of a personality clash. The Company may withhold unpaid work. That distinction is the whole of commercial law in one line. Pay for what you want released. Do not demand a gift.

Expanded note on security questionnaires

Procurement questionnaires are answered in good faith. They are not warranties that every future configuration of a Client-hosted system will remain as described, because the Client will change it. A questionnaire completed in March is not a certificate in November after the Client opened a public S3 bucket. The Company will not sign a questionnaire that claims ISO certification the Company does not hold. Honesty is slower and better. If a questionnaire demands unlimited liability for cyber events, the Company will refuse or will reprice. These standard terms already cap liability. A questionnaire cannot silently remove the cap.

Expanded note on open source notices

The Company will supply a reasonable list of open-source components for Foreground IP on request at handover. Some components require attribution in documentation. The Client shall not strip required notices. The Client shall not assume that use of open source makes the whole product copyleft. The Company avoids that trap as stated. If a later audit finds a component with a surprising licence, the parties will replace it reasonably. Replacement is a change if the original component was specified by the Client. Replacement is warranty if the Company introduced it contrary to the copyleft promise above and the discovery is within warranty.

Expanded note on staff vetting

Company personnel who touch Client systems will be subject to the Company’s ordinary hiring checks. Enhanced clearance, BPSS, or national security vetting are not included. If the Client’s estate requires them, the Client must fund the process and accept delay. The Company may decline a person who fails the Client’s extra check and substitute another. The Client shall not use vetting to obtain Confidential Information about the Company’s unrelated staff. Vetting data is personal data. Handle it as such.

Expanded note on media and students

Students may write about the public site. They may not dump a production database into a dissertation. Journalists may quote the public legal pages. They may not be given Client tax positions. The Company does not run a press office. Enquiries still go to help@7looplimited.cloud. The Company may decline an interview. Decline is not hostility. It is calendar tension.

Expanded note on assignment of warranties to end users

Warranties run to the Client, not to the Client’s customers, unless a statement of work creates a named end-user right, which these terms do not. End users of a practice’s software should look to the practice. The Company is not a consumer retailer of Self Assessment to the general public under this standard Agreement. If a future product is sold direct to consumers, a different contract will be written. Until then, do not import consumer cancellation stories into a B2B build. They do not fit.

Expanded note on force majeure examples in this industry

Examples include a nationwide HMRC gateway outage, a cloud region failure of the Client’s chosen host, a certificate authority incident, a rail strike that prevents a uniquely required on-site visit if no remote alternative exists, and a change of criminal law that makes a requested feature illegal overnight. Examples that are not Force Majeure include the Client’s understaffing, a partner who disagrees with VAT treatment, a desire to wait for a rumoured Budget, and a competitor shipping a similar screenshot. Screenshots are not law. Budgets are not Force Majeure until they are enacted and they actually block the scoped work.

Expanded note on records the Company keeps after exit

After exit the Company may keep copies of invoices, this Agreement, change notes, and a minimal record of what was delivered, for the accounting and legal periods already stated. It may keep Foreground IP copies until the assignment conditions were met and the retention period for disputes ends. It will not keep production personal data of end users once processor deletion is due, except as UK law requires. Residual memory of generic techniques remains with the people who did the work. People cannot be formatted. That is why confidentiality clauses bind people after they leave, within reason, and why we do not pretend a brain wipe is a deliverable.

Expanded note on governing language of calculations

Specifications should use defined terms. If the Client uses ‘turnover’ to mean three different things, the Company will pick one definition in writing and proceed. The Client must object quickly. Later, ‘we always meant the other turnover’ is a change request. Dictionaries of tax English are not a substitute for a glossary in the statement of work. The Company may add a glossary. The Client should read it. Unread glossaries still operate. That is the point of writing them down.

Expanded note on remote access tools

If the Client grants screen-sharing, the Client should not display unrelated taxpayer files. The Company will look at what is shown. The Company is not responsible for other windows the Client forgets to hide in a recording. Recordings, if made, are Confidential Information. The Client must say if it is recording. Secret recording of Company staff may be a breach of trust and, in some circumstances, of law. Ask first.

Expanded note on residual clauses and signature block

If any schedule heading is decorative, the content still binds. Headings are signposts. They are not numbered statutes. Cross-references to ‘hidden strings’ in public copy do not import extra schedules. The only schedules are those written here and those attached to a statement of work. A slide deck is not a schedule. A Slack emoji is not a waiver. A verbal ‘looks good’ in a crowded room is not acceptance of a Deliverable unless followed by the acceptance mechanics in clause 7. The parties should prefer boring written cues. Boring written cues are how professional work settles. Signed for 7LOOP LIMITED by a person with apparent authority, and for the Client by a person with apparent authority, each of whom should actually have that authority. Address for the Company: 74 Shopton Road, Birmingham, United Kingdom, B34 6NX. Email: help@7looplimited.cloud. Telephone: +44 7411 526074. Website: 7looplimited.cloud. End of standard Terms and Conditions.