Legal > Seenit Terms of Sale
Last updated: 24 January, 2024
1. Company details
1.1. Seenit Digital Limited is 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) (“Seenit”). Seenit’s VAT number GB180702034.
1.2. Seenit operates a cloud based video platformhttps://app.seenit.io (“Seenit Platform”) through which Seenit’s customers can collect and edit videos from their employees, clients, alumni etc. to attract talent, enhance employer brand, and engage their colleagues. Seenit offers access to the Seenit Platform and editing services subject to these Terms.
1.3. References to “the Customer” in these Terms indicates the company who places an order with Seenit for Services.
2. Seenit’s contract
2.1. Seenit offers a number of Subscription Plans to access the Seenit Platform as well Creative Services. Each Subscription Plan contains a specific access to the Seenit Platform subject to the relevant Subscription Fees.Creative Services are subject to Seenit’s Creative Services Fees.
2.2. The legal terms which apply to the Services is made of the:
(all together the “Contract”).
If there is any conflict or ambiguity between the terms of the documents listed above, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.
2.3. The Contract applies to the exclusion of any other terms and conditions. No conflicting or additional terms or conditions (including any quotation, delivery note, invoice, purchase order, acknowledgement, course of dealing, trade custom or terms implied by law) shall apply unless specifically agreed to in an Order Form or Change Order.
2.4. If the Customer wishes to change the Customer Subscription Plan and/or Creative Services those changes shall be set out in writing in a change order form (“Change Order”) which shall come into effect only once it has been signed by both parties.
3. Seenit’s Services
3.1. Subscription Services. The Customer shall access and use the Seenit Platform to upload, create and edit Content in accordance with this clause 3. Subject to and in consideration of the Customer’s compliance with the Contract and full payment of the Subscription Fees Seenit grants the Customer a non-exclusive, non-sublicensable and non-transferable licence to:
3.1.1. permit the Authorised Users to access and use the Seenit Platform in accordance with the Customer’s Subscription Plan during the Subscription Period;
3.1.2. to use, copy, reproduce, distribute, publicly display, publicly perform, sub-license, modify, improve, enhance and make derivative works of the Seenit Background IP only to the extent it is embedded and used within the Content;
3.1.3. permit the Customer to show, frame, distribute the Content on a public or private platform.
3.2. Creative Services. The Customer may purchase Creative Services as part of a Subscription Services Order Form in which case the related fees will form part of the agreed Subscription Fees; or separately from the Subscription Services (under a different Order Form) in bulk or as a one-off project. Subject to the Customer’s full payment of the Creative Services Fees, Seenit:
3.2.1. grants the Customer a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to download, copy, store, edit, modify, make available, publicly perform, stream and generally communicate to the public, broadcast, create derivative works, and otherwise use and exploit all Seenit Background IPR embedded in the Deliverables and in any and all media but only within the Deliverables; and
3.2.2. hereby assigns to Customer all newly created Intellectual Property Rights in the Deliverables.
3.3. Beta Services. From time to time, the Customer 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. The Customer may choose not to use Beta Services at the Customer’s sole discretion. If the Customer accepts to participate, the Customer acknowledges and agrees as an exception to any terms to the contrary in the Contract that:
3.3.1. Seenit owns any feedback that the Customer shares with Seenit;
3.3.2. Beta Services (i) may not work in accordance with the Documentation, or may contain errors, defects or bugs; (ii) are provided on an “as is” and “as available” basis; and (iii) shall not be covered by clause 4, the Services Levels and/or the Support Services;
3.3.3. Beta Services may be discontinued at any time, for no reason and without prior notice and nothing in the Contract shall be construed as requiring Seenit to release Beta Services as part of Seenit’s regular Services; and
3.3.4. subject to clause .10.4 (Liability that cannot be excluded), Seenit (a) does not make nor give any sort of representations, warranties, guarantees, obligations, conditions in relation to the Beta Services; and (b) expressly disclaims any and all liabilities, regarding the Beta Services and the Customer’s use thereof.
4. Seenit’s obligations
4.1. Seenit shall, during the Subscription Term:
4.1.1. provide the Services with reasonable skill and care and make available the Documentation to the Customer on and subject to the terms of the Contract;
4.1.2. use commercially reasonable endeavours to ensure that the Seenit Platform materially conforms to the Seenit Platform Description set out in Schedule 3 and is available in accordance with the Service Levels set out Schedule 2; and
4.1.3.as part of the Services, at no additional cost to the Customer provide the Customer with the Support Services in accordance with Schedule 2.
4.2. Seenit’s obligations in clause 4.1 above shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Seenit’s instructions, or modification or alteration of the Services by any party other than Seenit. If the Services do not materially conform in accordance with 4.1 above, Seenit will use reasonable commercial endeavours to correct any such non-conformance promptly. This will constitute the Customer’s sole and exclusive remedy for Seenit’s breach of clause 4.1 above.
4.3. Seenit shall:
4.3.1. 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 Seenit Platform Description;
4.3.2. design, maintain and upgrade the Seenit Platform so as to mitigate against unauthorised access or damage;
4.3.3. notify the Customer as soon as Seenit is aware (during UK office hours and in any event not more than 48 hours after Seenit becomes aware) of any incident relating to unauthorised access to the Customer’s data;
4.3.4. respond to all queries and requests for information from the Customer about any data incident, whether discovered by Seenit or the Customer in accordance with the Service Levels; and
4.3.5. 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 the Customer’s industry sector.
4.4. Seenit warrants, that:
4.4.1. Seenit owns or has obtained valid licences, consents, permissions and rights to use and to allow the Customer to use Seenit Platform and the Seenit Background IP; and
4.4.2. the Customer’s use in accordance with this Contract of the Seenit Platform and any Seenit Background IP shall not cause the Customer to infringe any Intellectual Property Rights of a third-party.
4.5. Notwithstanding the above, Seenit does not warrant that the Customer’s use of the Seenit Platform or the Services shall be uninterrupted or error-free; or that any information obtained by the Customer through the Services will meet the Customer’s requirements; nor is Seenit 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 the Customer acknowledges that the Seenit Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Any dates set out in an Order Form or else in respect of the Creative Services are stated as an estimate.
4.6. For security, technical, legal or other reasons, Seenit reserves 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.
5. Customer’s Responsibilities.
5.1. The Customer shall, and shall ensure that its Authorised Users :
5.1.1. not exceed the limits agreed in their Subscription Plan. If at any time whilst using the Services, the Customer exceeds the then current Subscription Plan, Seenit shall be entitled to charge and invoice the Customer, and the Customer shall pay, for the excess;
5.1.2. keep their individual Seenit Platform account password and login details secure and not allow any third party to access or use the Seenit Platform under the Customer’s account including by sharing their Seenit Platform account password and login details with other individuals;
5.1.3. comply at all time with these Terms, the Seenit Terms of Use (including the Acceptable Use Policy), the Content Licence and all applicable laws;
5.1.4. use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, the Seenit Platform and Seenit Background IPR and, in the event of any such unauthorised access or use, promptly notify Seenit;
5.1.5. provide to Seenit in a timely manner all cooperation, documents, information, instructions, items and materials in any form (whether owned by the Customer or third party) reasonably required by Seenit in connection with the provision of Services and shall ensure that they are accurate, up to date and complete; and
5.1.6. Where the Customer has purchased revision rounds for Creative Services, the Customer shall provide Seenit with feedback on a draft Deliverable within five (5) Business Days of Seenit’s delivery after which, in the absence of feedback from the Customer, the Deliverable and related Creative Services shall be deemed successfully completed.
5.2. Studio. The Customer shall be responsible for any action or omission relating to the Studio under the Customer’s control, including any use or misuse by the Authorised Users.
5.3. Restrictions. The Customer 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:
5.3.1. 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 in any form or media or by any means except as permitted under these Terms;
5.3.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Seenit Platform;
5.3.3. resell, relicense, sublicense (for free or for a fee) or otherwise exploit the access to or rights to use the Services, Seenit Platform or the Seenit Background IP, whether directly or indirectly to any third parties;
5.3.4. allow any person other than an Authorised User to access or use the Seenit Platform or the Seenit Background IP under the Customer’s account;
5.3.5. allow Authorized Users to include sensitive personal data in Customer Content, except if the Customer has obtained the Authorised User’s express prior consent to its processing as set out in the Customer’s privacy notice;
5.3.6. allow any Authorised User located in one of the Excluded Territories to use, access, or upload any Customer Content onto, the Seenit Platform; or
5.3.7. access or use all or any part of the Services or Seenit Background IP in order to:
5.3.7.1. build, modify or enhance for yourself or any third party, a product service or documentation which competes with the Services or the Seenit Platform.
5.3.7.2. provide services to, or for the benefit of, any third party.
5.4. The Customer warrants and undertakes that:
5.4.1. it owns or has obtained valid licences, consents, permissions and rights to the Customer Content uploaded to the Seenit Platform, and where necessary to license to Seenit, ; and
5.4.2. Seenit’s possession and use, in accordance with the Contract, of any Customer Content shall not cause Seenit to infringe the rights, including without limitation, of privacy or Intellectual Property Rights, of a third-party.
5.5. Fair Usage Policy. Seenit relies on shared cloud resources for data and processing, as a result of which the use of the Seenit Platform 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 the Customer exceed the limit set out in the Fair Usage Policy, Seenit shall be entitled to notifies the Customer and reduces the Customer’s access and/or usage of the Services.
6. Intellectual Property
6.1. Ownership of the Seenit Platform and Seenit Background IP: The Customer agrees and acknowledges that Seenit and/or Seenit’s licensors own all Intellectual Property Rights in the Services, the Seenit Platform, the Seenit Background IP and in all other materials connected with the Services provided by Seenit. and/or developed or produced by Seenit. Except as expressly stated in these Terms, the Contract does not grant the Customer any rights to such Intellectual Property Rights.
6.2. Ownership of the Customer Content: All Customer Content shall remain vested in and owned by Customer or its licensors (as applicable). Seenit does not take ownership of, nor responsibility for, any Customer Content.**
6.3. Content Licence: Except as set out otherwise in an Order Form, Seenit will ask Contributors to enter into a Content Licence on the Customer’s behalf in the form set out in Schedule 6 before they upload any Customer Content authorising the Customer and Seenit to use, host, edit the Customer Content uploaded. Where Seenit has agreed in an Order Form either to use the Customer’s own version of the Content Licence or that the Customer has otherwise secured the rights to the Customer Content, the Customer:
6.3.1. warrants that it owns or is fully licensed to use (and grant a sub-licence to) any and all Customer Content; and
6.3.2. grants Seenit (and Seenit’s contractors) the duration of the relevant Contract and Seenit’s data retention period, a sub-licensable (to its subcontractors who have a need to use the Customer Content to provide the Services), transferable, non-exclusive, royalty-free, worldwide licence to the Intellectual Property Rights in all Customer Content to the extent required for Seenit to perform Seenit’s obligations under the Contract (including without limitation to host and operate the Seenit Platform and provide the Creative Services if applicable).
6.4. Seenit’s right to remove Content: The Customer agrees 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. Nonetheless, Seenit reserves the right to suspend access to, remove and/or delete Customer Content and any other content on the Seenit Platform:
6.4.1. where a third-party alleges that all or part of such content infringes its Intellectual Property Rights, privacy rights or other rights (“Infringing Content”);
6.4.2. where Seenit is subject to a court order requiring its removal; and/or
6.4.3. where it is contrary to the Acceptable Use Policy.
6.5. Seenit will promptly reinstate access to any Infringing Content, if Seenit’s 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, other third party’s personal rights or Seenit’s Acceptable Use Policy.
6.6. Indemnity: The Customer 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 the Customer’s (and the Authorised Users’) use of the Services, the Seenit Platform, and/or the Seenit Background IP, provided that:
6.6.1. Seenit gives the Customer prompt notice of any such claim;
6.6.2. Seenit provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
6.6.3. the Customer is given sole authority to defend or settle the claim.
7. Fees, Invoicing and Payment
7.1. The Customer shall pay the applicable Fees in accordance with this clause 7 and the Order Form without set off or deduction.
7.2. Seenit shall be entitled to issue an invoice for the Fees on the date of signature of an Order Form or if a purchase order is necessary on the earliest of the issue of the purchase order or three (3) days after signature of an Order Form). In which case, the Customer undertakes to issue to Seenit such purchase order within three (3) days of signature of such Order Form.
7.3. Unless stated otherwise in an Order Form, all invoices:
7.3.1. shall be paid in full within thirty (30) days of the invoice date;
7.3.2. are issued and shall be payable in pounds sterling;
7.3.3. are exclusive of value added tax or (if applicable) other sales tax, which shall be added to Seenit’s invoice(s) at the appropriate rate.
7.3.4. are non-cancellable, non-exchangeable and non-refundable.
7.4.Creative Services:
1.1. The Customer may purchase Professional Services Credits as part of a Subscription or at any time thereafter during a Subscription Period.
7.4.1. If the Customer has Creative Services Credits and chooses to use them to pay for Creative Services, Seenit shall inform the Customer in writing of the amount of those Creative Services Credits it requires to provide the Creative Services.
7.4.2. The Creative Services Credits purchased alongside Subscription Services (including Creative Services Credits purchased after the Commencement Date of the applicable Subscription) can be used at any time during the applicable Subscription Period but shall expire on termination or expiry of such Subscription whichever is the earlier.
7.4.3. In the event that any assumptions agreed between the parties are incorrect or that the Customer has not complied with some or all of the Dependencies, Seenit shall be entitled to increase the Creative Services Fees or use additional Creative Services Credits accordingly.
7.4.4. On completion of the Creative Services Seenit shall, as applicable: invoice the Creative Services Fees incurred to the Customer; and/or deduct the Creative Services Credits balance of the Customer of the Creative Services Credits used and email them of the remaining balance of Creative Services Credits.
7.5. If the Customer fails to
7.5.1. issue a purchase order within ten (10) days of the signature of an Order Form, or
7.5.2. make any payment due to Seenit by the due date for payment,
then, without limiting Seenit’s remedies under clause 12, Seenit may suspend the Customer’s access to and use of the Seenit Platform and/or Seenit’s performance of the Services until full payment of Seenit’s invoices and/or receipt of the purchase order (without compensation nor refund).
7.6. If, at any time whilst using the Services, the Customer exceeds its Subscription Plan, Seenit shall charge the Costumer and the Customer shall pay the applicable excess fees.
7.7. the Customer 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.
7.8. The Subscription Services will renew automatically at the end of the ongoing Subscription Period at Seenit’s then applicable Subscription Fees that will be notified to the Customer with 90 days’ prior written notice and invoiced to the Customer 30 days before the anniversary of the Contract.
8. Confidentiality
8.1. The provisions of this clause shall not apply to any Confidential Information that:
8.1.1. is or becomes generally available to the public (other than as a result of the Customer’s disclosure by the receiving party including the Customer’s employees, officers, contractors, subcontractors and advisers (“Representatives”) in breach of this clause;
8.1.2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
8.1.3. 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;
8.1.4. the parties agree in writing is not confidential or may be disclosed; or
8.1.5. is developed by or for the receiving party independently of the information disclosed by the disclosing party.
8.2. Seenit and the Customer shall keep the other party’s Confidential Information secret and confidential and shall not:
8.2.1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Contract; or
8.2.2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 9.
8.3. 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 9.2, provided that:
8.3.1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
8.3.2. at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.
8.4. 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.
8.5. 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.
8.6. 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.
8.7. Subject to paragraph 12 (Deletion or return of Data) of the DPA, on termination or expiry of the Contract, each party shall:
8.7.1. destroy all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information; and
8.7.2. 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.
8.8. Except as expressly stated in the Contract, no party makes any express or implied warranty or representation concerning its Confidential Information.
8.9. The above provisions of this clause 9 shall survive for a period of 2 years from termination or expiry of the Contract.
9. Data Privacy
9.1. Seenit is the controller of all personal data necessary to operate the Seenit Platform (such as name, login, password and IP address) and will process such data in accordance with Seenit’s privacy policy.
9.2. For any personal data included in the Customer Content, the Customer will be the Controller and Seenit will be the Data Processor and each party shall comply with the obligations contained the DPA set out in Schedule 5 of these Terms.
10. Limitation of liability
10.1. This clause 12 sets out Seenit’s entire financial liability (including any liability for the acts or omissions of Seenit’s employees, agents and sub-contractors) to the Customer in respect of:
10.1.1. any breach of this Contract;
10.1.2. any use made by the Customer of the Services and/or the Seenit Platform; and
10.1.3. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Contract.
10.2. Except as expressly and specifically provided in this Contract:
10.2.1. the Customer assumes sole responsibility for the Customer Content and for the results obtained from the use of the Services, and for conclusions drawn from such use;
10.2.2. the Services and the Seenit Platform are provided to the Customer on an “as is” basis;
10.2.3. Seenit shall have no liability for any damage caused by errors or omissions in any information, instructions or content provided by the Customer to Seenit in connection with the Services, or any actions Seenit takes at the Customer’s direction; and
10.2.4. Seenit 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 the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
10.3. This Contract sets out the full extent of Seenit’s obligations and liabilities in respect of the Services and the use of the Seenit Platform. 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.
10.4. Nothing in the Contract excludes or limits Seenit’s liability for:
10.4.1. death or personal injury caused by Seenit’s negligence;
10.4.2. fraud or fraudulent misrepresentation; or
10.4.3. any other liability which cannot lawfully be excluded or limited.
10.5. Subject to clause 10.4:
10.5.1. Seenit 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, (iv) loss or corruption of data or for any (v) indirect or consequential loss, costs, damages, charges or expenses however arising.
10.5.2. Seenit’s 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 in case of a single claim, or 125% of the Fees paid under this Contract in the 12 months preceding the event that gave rise to the last claim in case of multiple claims.
10.6. The limitation of liability in clause 10.5.2 shall not apply to Seenit’s breaches the DPA. Subject to clause 10.4 and 10.5.1 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 last event that gave rise to the claim in case of a single claim, or 200% of the Fees paid under this Contract in the 12 months preceding the event that gave rise to the last claim in case of multiple claims.
11. Insurance
During this Contract, Seenit and the Customer 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.
12. Term, termination and Suspension
12.1. The Contract shall commence on the date set out as the Commencement Date on the Order Form and shall continue in full force and effect for the Initial Subscription Period (as set out in the Subscription Order Form) and any Extended Subscription Period(s) unless terminated early in accordance with this clause 13 (the “Subscription Period”).
12.2. 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 the Customer 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.
12.3. Without prejudice to any other right or remedy available to it, either party may also terminate this Contract (and related Subscription Services) with immediate effect by giving written notice to the other party if:
12.3.1. 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. For the avoidance of doubt a material breach shall include a failure to issue a purchase order in accordance with clause 7.2, a failure to pay any of the applicable Fees and/or a breach of clause 6 (Intellectual Property);
12.3.2. the other party breaches any of the terms of clause 8 (Confidentiality); or
12.3.3. 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 or the equivalent in the country where the Customer is registered.
12.4. The following provisions shall survive termination or expiry of the Contract: clause 19.6 (Entire Agreement), clause 6.1 (Ownership of the Seenit Platform and Seenit Media), clause 6.3.1 (Ownership of and Rights to Customer Content), clause 8 (Confidentiality), clause 9 (Limitation of Liability), clause 12.5.1(Ability to download the Customer Content), clause 13 (Disputes) and clause 16 (Governing law and jurisdiction).
12.5. On expiry or termination of this Contract for any reason:
12.5.1. Seenit shall immediately cease provision of the Services and the Customer’s access to the Seenit Platform;
12.5.2. the Customer can download the Customer Content from the Seenit Platform for a period of 60 days after expiry or termination of this Contract after which point Seenit shall delete all Customer Content and Seenit shall no longer have to provide the Customer with a copy of the Customer Content; and
12.5.3. in respect of the Creative Services supplied but for which no invoice has been submitted, Seenit shall be entitled to submit an invoice, which shall be payable immediately.
12.6. If a Contract for Subscription Services in relation to which Creative Services were purchased is terminated for any reason, the related Creative Services shall end on the same date and if applicable,:
12.6.1. the Customer shall pay Seenit for the Creative Services performed up until that date and may request from Seenit a copy of the Deliverables in the state they are in on such date;
12.6.2. Should there be remaining Creative Services Credits on expiry or termination of the Contract, these will expire at the same time and the Customer shall not be entitled to a reimbursement for those Creative Services Credits..
12.7. Without prejudice to Seenit’s other rights, Seenit reserves the right to suspend immediately and at any time (without compensation or refund) the Customer’s access to the Services (including the Seenit Platform) in accordance with clause 7.4 or in case of a breach by the Customer and/or any of the Authorised Users of the Acceptable Use Policy until such breach is cured to Seenit’s satisfaction.
12.8. 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.
13. Publicity Announcements
Seenit shall not, without the Customer prior written consent (a) use the Customer approved logo and name on Seenit’s website and marketing materials to refer factually to the Customer as Seenit’s customer and to highlight how the Seenit Platform was used; and (b) put together case studies on how the Customer used the Seenit Platform which may include clips of the Customer Content.
14. Force Majeure
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”). 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. 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. 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.
15. Disputes
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. 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.
16. Governing law and jurisdiction
16.1. 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.
16.2. 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).
17. Other important terms
17.1. 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.
17.2. 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.
17.3. 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.
17.4. Third-party rights – This Contract does not confer any rights on any person or party (other than Seenit and the Customer and, where applicable, Seenit’s respective successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
17.5. Notices – When Seenit 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.
17.6. Entire agreement - The Contract constitutes the entire agreement between the Customer and Seenit in relation to the Customer subject matter and supersedes all previous arrangements, correspondence and understandings between the Customer and Seenit. the Customer acknowledge that the Customer 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.