Seenit Sales Terms (“Terms”)

About us
1. Company details. We are Seenit Digital Limited a company registered in England and Wales (with company number 08838909 and registered office at 3rd Floor, 150 Buckingham Palace Road, Belgravia, London, SW1W 9TR) (“us”, ”our”, ”we” or “Seenit”). Our VAT number is GB180702034. We operate the website https://app.seenit.io through which we provide access to our “Seenit Platform”.
2. Contacting us. To contact us, please email us at support@seenit.io
Our contract with you
1. Placing an order for Services. We offer a number of Subscription Plans and Professional Services. Each Subscription Plan contains a specific level of Services and is subject to specific Subscription Fees. Professional Services are subject to Professional Services Fees. If you wish to purchase a Subscription Plan and/or Professional Services you may submit an Order Form which will be deemed valid and accepted only once you and Seenit have signed it.
2. Our contract. The Contract applies to the exclusion of any other terms that you seek to impose or incorporate, that may be set out in a purchase order or which are implied by law, trade custom, practice or course of dealing.
3. Variation. If you wish to change your Subscription and/or Professional Services those changes shall be set out in a Change Order which shall come into effect only once it has been signed by both parties.
4. Entire agreement. The Contract constitutes the entire agreement between you and us in relation to its subject matter and supersedes all previous arrangements, correspondence and understandings between you and us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty that is not set out in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.
How to Pay
1. You shall pay the Fees in accordance with this clause 3) and without set off or deduction.
2. You shall pay Seenit:
  1. the Subscription Fees in advance for the whole Initial Subscription Period and thereafter, where applicable, for each whole Extended Subscription Period in one lump sum within thirty (30) days of the date of the relevant invoice;
  2. the Professional Services Fees in accordance with the Professional Services Addendum; and
  3. any other fees shall be payable in accordance with the applicable Order Form.
3. Subject to clause 3)d), Seenit shall be entitled to issue an invoice for the Subscription Fees on signature of an Order Form or Change Order.
4. If Seenit agrees and sets out in an Order Form (or a Change Form) that a purchase order shall be issued for invoicing, you undertake to issue to us such purchase order within three (3) days from the date of signature of an Order Form (or Change Order).
5. Unless stated otherwise in an Order Form (or applicable Change Order), all invoices shall be paid within thirty (30) days of the invoice date.
6. All amounts and fees stated or referred to in a Contract are exclusive of value added tax (or other sales tax), which shall be added to our invoice(s) at the appropriate rate.
7. If (i) we have not received a purchase order within ten (10) days of the signature of an Order Form or Change Order, or (ii) you fail to make any payment due to us under this Contract by the due date for payment, then, without limiting our remedies under clause 16) and without compensation or deduction of Fees, we may suspend access to and use of the Services to you and your Authorised Users (without compensation, refund, or whilst still invoicing for the remainder of the applicable Subscription Period or Extended Subscription Period, as applicable, and/or for any Professional Services carried out by Seenit up until the suspension).
8. You shall pay interest on any overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause shall accrue each day at 4% per annum over the Bank of England’s Base Rate from time to time. You shall pay such interest together with the overdue amount.
9. Seenit may increase the fees at the end of the Initial Subscription Period and if applicable, each Extended Subscription Period on 90 days’ prior written notice to you.
Our Services
1. Subscription Services. Subject to and in consideration of your payment of the Subscription Fees and your compliance with the Contract, we give you a non-exclusive, non-sublicensable and non-transferable licence for the Permitted Purpose only to permit your Authorised Users to access and use the Subscription Services (including the Documentation) in accordance with your Subscription, in the Territory, and during the Subscription Period.
2. Professional Services. You may order Professional Services and our provision of these Professional Services shall be subject to the additional terms set out in the Professional Services Addendum.
3. Beta Services. From time to time You may be offered to take part in early access programs to use Beta Services at no extra charge. Beta Services are provided for evaluation purposes and not for production use. You may choose not to use Beta Services in your sole discretion. If you accept to participate, we may request for your feedback, and You acknowledge and agree to be subject to the additional provisions set out in Schedule 7 (Beta Services). For the Beta Services only, Schedule 7 supersedes any conflicting terms and conditions contained in the remainder of the Contract, but only to the extent necessary to resolve conflict.
4. Modifications. For security, technical, legal or other reasons, we reserve the right to modify, update, and/or improve the Seenit Platform or part of it, including the technical infrastructure on which the Seenit Platform operates and/or by introducing new and/or modifying existing functionality and improvements.
Your Responsibilities.
1. Authorised Users. You shall:
  1. use all reasonable endeavours to prevent any unauthorised access to, or use of, the Seenit Platform, Seenit Media and/or Documentation and, in the event of any such unauthorised access or use, promptly notify us;
  2. not exceed the number of Studio Users permitted under your Subscription. If, at any time whilst using the Services, you exceed the number of permitted Studio Users, we shall be entitled to charge and invoice you, and you shall pay, for the excess Studio Users;
  3. ensure that in accessing and using the Seenit Platform, your Authorised Users comply with:
    1. the following password protection rules whereby they shall:
      1. keep their individual Seenit Platform account password and login details secure; and
      2. not allow any third party to access or use the Seenit Platform under your account including by sharing their Seenit Platform account password and login details with other individuals.
    2. these Terms (including our Acceptable Use Policy), and the Seenit Terms of Use; and
    3. where applicable, the Content Licence.
2. Uploader Pages. You shall be responsible for any action or omission relating to the Uploader Pages under your control, including any use by your Authorised Users (whether fraudulent, unauthorised or invited by you to use the Uploader Pages).
3. Restrictions. You shall not, except where allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Contract:
  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Seenit Platform, Seenit Media or Documentation (as applicable) in any form or media or by any means;
  2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Seenit Platform;
  3. resell, relicense, sublicense (for free or for a fee) or otherwise exploit the access to or rights to use the Services, Seenit Platform, Seenit Media or Documentation, whether directly or indirectly to any third parties;
  4. allow any person other than an Authorised User to access or use the Seenit Platform or Seenit Media under your account;
  5. access or use all or any part of the Services, Seenit Media and/or Documentation in order to:
    1. build, modify or enhance for yourself or any third party, a product service or documentation which competes with the Services, the Seenit Platform and/or Documentation.
    2. provide services to, or for the benefit of, any third party.
4. Fair Usage Policy. Seenit relies on shared cloud resources for data and processing, as a result of which your Services shall be subject to the Fair Usage Limits which limit resource usage per Customer to ensure that other customers’ performance is not affected and resources are evenly distributed. Should you exceed the limit set out in the Fair Usage Policy, Seenit shall be entitled to notify you and reduce your access and/or usage of the Services.
Ownership of the Seenit Platform and Seenit Media
1. We and/or our licensors own all Intellectual Property Rights in the Services, the Seenit Platform, the Seenit Media, the Documentation and in all other materials connected with the Services provided by us and/or developed or produced in connection with this Contract by us, our officers, employees, sub-contractors or agents.
2. Except as expressly stated in these Terms, the Contract does not grant you any rights to such Intellectual Property Rights.
3. Subject to your full payment of all Fees, we grant you for the Permitted Purposes only, a perpetual, irrevocable, non-transferable, non-exclusive, royalty-free, worldwide licence to use, copy, reproduce, distribute, publicly display, publicly perform, sub-license, modify, improve, enhance and make derivative works of the Seenit Media used within the Edited Content.
Ownership of and Rights to the Customer Content
1. We do not take ownership of, or responsibility for, any Customer Content.
2. Except as set out otherwise in an Order Form we will ask Authorised Users to enter into a Content Licence before they upload Content to give us and you a licence to use the Content they upload.
3. Where we have agreed in an Order Form either to use your Content Licence or that you have otherwise secured the rights to the Customer Content,
  1. you warrant that you own or are fully licensed to use (and grant a sub-licence to) any and all Customer Content;
  2. You grant us (and our group companies) for the Subscription Period and our data retention period, a sub-licensable, transferable, non-exclusive, royalty-free, worldwide licence to the Intellectual Property Rights in all Customer Content uploaded by your Authorised Users in your Seenit Studios (including your Uploader Pages), to the extent required for us to perform our obligations under the Contract (including without limitation to host and operate the Seenit Platform) and to the extent we deem necessary for our marketing purposes.
Our right to remove Content and Edited Content
1. You agree that Seenit shall have no obligation to review, check or monitor any Customer Content to determine its accuracy, truthfulness, completeness or if it fails to comply with the Acceptable Use Policy.
2. Notwithstanding anything to the contrary, we reserve the right to suspend access to, remove and/or delete Customer Content and any other content on the Seenit Platform:
  1. where a third-party alleges that all or part of such content infringes its Intellectual Property Rights, privacy rights or other rights (“Infringing Content”);
  2. where we are subject to a court order requiring its removal; and/or
  3. where it is contrary to the Acceptable Use Policy.
3. We will reinstate access to any Infringing Content, if (and reasonably after) our reasonable enquiry and/or a court order has determined that any such Customer Content does not infringe any third party’s Intellectual Property Rights, privacy or other third party’s personal rights.
Indemnity
1. You shall defend, indemnify and hold harmless Seenit, its agents, employees and officers against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Customer Content and/or with your (and your Authorised Users’) use of the Services, the Seenit Platform, the Seenit Media and/or Documentation, provided that:
  1. we give you prompt notice of any such claim;
  2. we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
  3. you are given sole authority to defend or settle the claim.
Data Protection
1. Seenit and you shall comply with the DPA set out in Schedule 5 of these Terms in relation to the processing of personal data under the Contract.
Our obligations to you
1. In respect of the Subscription Services we shall provide you with the Support Services and the Service Levels in accordance with Schedule 2 (Service Levels and Support Services).
2. We undertake that the Subscription Services will materially conform to the Subscription Services Description set out in Schedule 3.
3. Should the Seenit Platform not materially perform in accordance with the Subscription Services Description we will correct the defects that cause such non-conformance in accordance with our Support Services. If we are unable to remedy the non-conformance within that time period, either party will be able to terminate this Contract in which case we will refund you pro-rata for the Subscription Period that was not used. This will constitute your sole and exclusive remedy for our breach of clause 9(a) above.
4. Notwithstanding the above, we do not warrant that your use of the Seenit Platform or the Services shall be uninterrupted or error-free; or that any information obtained by you through the Services will meet your requirements.
5. We shall:
  1. maintain and enforce appropriate safety and security systems, policies and procedures to prevent unauthorised access or damage to, and to provide business continuity of, the Seenit Platform and the Customer Content in accordance with good industry practice, the Service Levels and the Subscription Services Description;
  2. design, maintain and upgrade the Seenit Platform so as to mitigate against unauthorised access or damage;
  3. notify you as soon as we are aware (during UK office hours and in any event not more than 48 hours after we become aware) of any incident relating to unauthorised access;
  4. respond to all queries and requests for information from you about any data incident, whether discovered by us or you in accordance with the Service Levels; and
  5. promptly cooperate with any request for information made in respect of: (i) any incident or (ii) any requests for information, or inspection, made by a regulator with competent jurisdiction in your industry sector.
6. We shall not be liable for failing to meet any of our obligations under this Contract to the extent of any failure is caused by your action, omission, use of the Services contrary to our instructions, or modification or alteration of the Services by any third party other than our subcontractors).
Warranties
1. You warrant, represent and undertake that:
  1. you have full capacity and authority to enter into and perform this Contract (including the authority to grant us the rights set out in clause 6) and that this Contract is executed by your duly authorised representative;
  2. you shall, and shall ensure that your Authorised Users shall, comply with and use the Services, the Seenit Platform in accordance with these Terms (including the Acceptable Use Policy) and all applicable laws;
  3. you own or have obtained valid licences, consents, permissions and rights to use, and where necessary license to us, any Customer Content that your Authorised Users upload to the Seenit Platform; and
  4. our possession and use, in accordance with the Contract, of any Customer Content shall not cause us to infringe the rights, including without limitation, any privacy or Intellectual Property Rights, of a third-party.
2. We warrant, represent and undertake that:
  1. we have the full capacity and authority to enter into and perform this Contract and that this Contract is executed by a duly authorised representative;
  2. we own or have obtained valid licences, consents, permissions and rights to use and to allow you to use the Subscription Services, Seenit Platform and any Seenit Media available to you on the Seenit Platform; and
  3. your use in accordance with this Contract of the Subscription Services, Seenit Platform and any Seenit Media shall not cause you to infringe the rights, including any Intellectual Property Rights, of any third-party.
Confidentiality
1. The provisions of this clause shall not apply to any Confidential Information that:
  1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
  2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
  3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
  4. the parties agree in writing is not confidential or may be disclosed; or
  5. is developed by or for the receiving party independently of the information disclosed by the disclosing party.
2. Seenit and you shall keep the other party’s Confidential Information secret and confidential and shall not:
  1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Contract; or
  2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 13).
3. A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the purpose set out in clause 13)b)i), provided that:
  1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
  2. at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.
4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
5. A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other Party of such disclosure.
6. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in the Contract are granted to the other party, or to be implied from the Contract.
7. Subject to paragraph 12 (Deletion or return of Data) of the DPA, on termination or expiry of the Contract, each party shall:
  1. destroy all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;
  2. erase the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable), provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party.
8. Except as expressly stated in the Contract, no party makes any express or implied warranty or representation concerning its Confidential Information.
9. The above provisions of this clause 13) shall survive for a period of 2 years from termination or expiry of the Contract.
Publicity Announcements
1. With your prior approval in writing we may:
  1. use your approved logo and name on our website and marketing materials to refer factually to you as our customer and to highlight how the Seenit Platform was used; and
  2. put together case studies on how you used the Seenit Platform which may include clips of your Customer Content.
Limitation of liability
1. This clause 15) sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
  1. any breach of this Contract;
  2. any use made by you of the Services and/or the Seenit Platform; and
  3. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Contract.
2. Notwithstanding anything else to the contrary in this Contract:
  1. you assume sole responsibility for the Customer Content and for the results obtained from the use of the Services, and for conclusions drawn from such use.
  2. we shall have no liability for any damage caused by errors or omissions in any information, instructions or content provided by you to us in connection with the Services, or any actions we take at your direction; and
  3. we shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3. This Contract sets out the full extent of Seenit’s obligations and liabilities in respect of the Services. All warranties, conditions and other terms which might otherwise be implied (whether by statute, common law or otherwise) are, to the fullest extent permitted by law, excluded from this Contract.
4. Nothing in the Contract excludes or limits our liability for:
  1. death or personal injury caused by our negligence;
  2. fraud or fraudulent misrepresentation; or
  3. any other liability which cannot lawfully be excluded or limited.
5. Subject to clause 15)c):
  1. we shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for (i) any loss of profits, (ii) loss of business, (iii) depletion of goodwill or similar losses, or for any (iv) indirect or consequential loss, costs, damages, charges or expenses however arising.
  2. Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall not exceed 125% of the Fees paid under this Contract in the 12 months preceding the event that gave rise to the claim.
6. The limitation of liability in clause 15)d)ii) shall not apply to Seenit’s breaches the DPA. Subject to clause 15)c) above, Seenit’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising out of breaches of the DPA shall not exceed 200% of the Fees paid under this Contract in the 12 months preceding the event that gave rise to the claim.
Insurance
1. During this Contract, Seenit and you shall maintain in force insurance policies with reputable insurance companies, against all risks that would normally be insured against by a prudent business person in connection with the risks associated with this Contract.
Term, termination and Suspension
1. The Contract shall commence on the date set out as the Commencement Date on your Order Form and shall continue in full force and effect for the Initial Subscription Period (as set out in the Order Form) and any Extended Subscription Period(s) unless terminated early in accordance with this clause 17) (the “Subscription Period”).
2. After the Initial Subscription Period the Contract shall automatically extend for successive equivalent periods (each additional period being a “Extended Subscription Period”) unless Seenit or you notifies the other otherwise in writing no less than 60 days’ prior to the end of the Initial Subscription Period or of an Extended Subscription Period.
3. Without prejudice to any other right or remedy available to it, either party may also terminate this Contract (and related Subscription) with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of the Contract and, if such breach is remediable, fails to remedy that breach within a period of 30 days of being notified in writing to do so, and material breach shall include a failure to issue a purchase order in accordance with clause 3)d) and failure to pay any of the applicable Fees and a breach of clause 12)a);
  2. the other party breaches any of the terms of clause 13); or
  3. the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
4. The following provisions shall survive termination or expiry of the Contract: clause 2)d) (Entire Agreement), clause 6)a) (Ownership of the Seenit Platform and Seenit Media), clause 7)c)ii) (Ownership of and Rights to Customer Content), clause 13) (Confidentiality), clause 15) (Limitation of Liability), clause 17)e)ii)(Ability to download your Customer Content), clause 18) (Disputes) and clause 20)(Governing law and jurisdiction).
5. On expiry or termination of this Contract for any reason:
  1. we shall immediately cease provision of the Services and your access to the Seenit Platform; and
  2. you can download your Customer Content from the Seenit Platform for a period of 60 days after termination of this Contract after which point we shall delete all Customer Content and we shall no longer have to provide you with a copy of the Customer Content.
6. Without prejudice to our other rights, we reserve the right to suspend immediately and at any time (without compensation or refund) your access or the access of any of your Authorised Users to the Services (including the Seenit Platform) in case of a breach by you and/or any of your Authorised Users of the Acceptable Use Policy until such breach is cured to our satisfaction.
7. Termination or expiry of a Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.
Force Majeure
1. Neither party shall be liable for any failure to perform or delay in performance of any of its obligations under a Contract caused by circumstances beyond the reasonable control of a party to the Contract ** ** (a “Force Majeure Event”).
2. The party claiming the Force Majeure Event shall promptly notify the other in writing of its reasons for the delay or stoppage and its likely duration and shall take all reasonable steps to overcome the delay or stoppage.
3. If a Force Majeure Event prevents Seenit from providing any of the Services, Seenit shall use all reasonable endeavours to mitigate the effects of the Force Majeure Event.
4. If the Force Majeure Event continues for more than 60 consecutive days, the party which is not claiming the Force Majeure Event may terminate the affected Contract with immediate effect on giving written notice to the other party.
Disputes
1. In the event of any dispute over the performance of the Services, then, and prior to commencing any litigation, the parties shall enter good faith discussions to resolve the dispute.
2. The party alleging non-performance shall provide written details of the basis of its dispute to the other party, and senior representatives of each party shall use their commercial endeavours to resolve the dispute as expeditiously as possible.
Governing law and jurisdiction
1. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
2. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
Other important terms
1. Waiver – No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy.
2. No partnership or agency – Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, or constitute any party the agent of another party nor authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
3. Severance – Each clause and paragraph of the Contract operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
4. Third-party rights – Except as expressly provided elsewhere in these Terms, this Contract does not confer any rights on any person or party (other than Seenit and you and, where applicable, our respective successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
5. Notices – When we refer to “in writing” in the Contract, this includes email except in relation to the service of any proceedings or other documents in any legal action.

Seenit Sales Terms (“Terms")