Terms of Service

BY CLICKING “I ACCEPT”, SIGNING AN ORDER FORM, OR ACCESSING OR USING THE SERVICES, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE SERVICES.

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms, and references to “you” or “Customer” refer to that entity.

These Terms incorporate by reference our Privacy Policy, Cookie Policy, Acceptable Use Policy, Data Processing Addendum (DPA), any applicable Order Form, and any Service-Specific Terms (together, the “Agreement”). In the event of conflict, the order of precedence is: (i) the Order Form; (ii) any Service-Specific Terms; (iii) the DPA; (iv) these Terms; (v) any other referenced policy.

01Definitions

In these Terms, capitalised terms have the following meanings:

“AI Features” means any artificial intelligence, machine learning, generative AI, agent-based, large language model or similar functionality made available as part of the Services, including AI agents, automated suggestions, classifications, summaries, drafts, predictions, and any AI-generated outputs.

“AI Output” means any content, data, text, code, classification, prediction, suggestion, image or other result generated, produced or returned by the AI Features in response to inputs.

“Authorised User” means an individual employee, contractor or agent of Customer who is authorised by Customer to access and use the Services under Customer’s account.

“Customer Data” means all data, content, files, materials, product information, supply chain data, supplier details, certifications, images, technical specifications, formulations and other information that Customer or its Authorised Users upload to, input into or generate through the Services, excluding Seamless Source IP and AI Output.

“Digital Product Passport” or “DPP” means the digital record of product information published, generated or managed through the Services, including any public-facing product passport, QR-linked record or regulatory disclosure created using the Services.

“Documentation” means the user guides, technical documentation, help articles and other materials made available by Seamless Source describing the operation of the Services.

“Order Form” means any ordering document (electronic or paper) executed by the parties (or accepted by Customer online) referencing these Terms and setting out the subscribed Services, fees, term and any agreed variations.

“PIM” means product information management functionality of the Services.

“PLM” means product lifecycle management functionality of the Services.

“Subscription Term” means the period during which Customer is entitled to use the Services as specified in the applicable Order Form, including any renewals.

“Third-Party Services” means any third-party software, services, APIs, integrations, marketplaces, content or platforms that interoperate with or are accessible from the Services, including any third-party AI models or providers.

02The Services

2.1 Description

Seamless Source provides a cloud-based Product Relationship Management (PRM) platform which may include, without limitation, the following modules: Product Information Management (PIM), Product Lifecycle Management (PLM), Digital Product Passport (DPP), Life Cycle Assessment (LCA), Supply Chain management, Quality Control (QC), Digital Asset Management (DAM), and AI Agents. The specific modules, features, usage limits and service levels available to Customer are set out in the Order Form.

2.2 Modifications to the Services

We may, at our sole discretion and at any time, modify, enhance, add to, suspend, withdraw, replace or discontinue any part of the Services, including any module, feature, integration or AI Feature, with or without notice. We will use commercially reasonable efforts to give advance notice of material adverse changes likely to affect Customer’s use of the Services in a substantial way, but failure to do so will not constitute a breach of this Agreement. Customer acknowledges that the Services are continuously evolving and agrees that the right to use the Services does not entitle Customer to any specific feature, functionality, version or appearance.

2.3 Beta and Early Access Features

We may make pre-release, beta, evaluation, preview, experimental or “early access” features available (“Beta Features”). Beta Features are provided “AS IS” and “AS AVAILABLE”, without warranty of any kind, may be unstable, may be modified or withdrawn at any time, and are excluded from any service level commitments and from any indemnities. To the maximum extent permitted by law, Seamless Source has no liability arising from or relating to Beta Features.

03Account Registration and Customer Obligations

3.1 Account

Customer must register an account to access the Services. Customer shall provide accurate, current and complete information and keep it updated. Customer is solely responsible for all activity occurring under its account and for safeguarding credentials. Customer shall notify us immediately of any actual or suspected unauthorised access or use.

3.2 Authorised Users

Customer is responsible for the acts and omissions of its Authorised Users as if they were its own. Customer shall ensure each Authorised User complies with this Agreement and shall be liable for any breach by an Authorised User. Login credentials may not be shared. The number of Authorised Users is limited as set out in the Order Form.

3.3 Customer Responsibilities

Customer is responsible for: (a) the accuracy, completeness, quality, legality, reliability and ownership of all Customer Data; (b) obtaining all rights, consents, licences and permissions necessary for Seamless Source and its sub-processors to receive, process, host, transmit and use Customer Data in connection with providing the Services; (c) Customer’s compliance with all laws, regulations and industry standards applicable to its business, products, supply chain and customers, including those concerning consumer protection, product safety, product compliance, labelling, environmental claims, sustainability disclosures, modern slavery, anti-bribery, export controls and data protection; (d) procuring and maintaining all hardware, software, connectivity and third-party services required to access the Services; (e) backing up Customer Data independently of the Services; and (f) determining whether the Services are suitable and appropriate for Customer’s intended use.

04Subscription, Fees and Payment

4.1 Subscription Plans

Subscriptions may be offered in different tiers, modules, user counts, data volumes, API call limits, storage limits and feature sets. The features, functionality and limits of each tier are determined by Seamless Source and may be changed at any time with prospective effect. Use exceeding the limits in the Order Form may, at our option, be billed at our then-current overage rates or result in feature throttling or suspension.

4.2 Fees

Customer shall pay all fees set out in the Order Form (“Fees”). Fees are non-cancellable and, except as expressly stated in these Terms, non-refundable. Fees are exclusive of all taxes, levies, withholdings, duties and similar assessments (“Taxes”), all of which are Customer’s responsibility (other than taxes on Seamless Source’s net income). If Customer is required by law to withhold any Taxes, Customer shall gross up the payment so that Seamless Source receives the full amount otherwise due.

4.3 Invoicing and Payment

Unless otherwise stated in the Order Form, Fees are invoiced in advance, in pounds sterling, and payable within 14 days of invoice date. Customer authorises Seamless Source (and its payment processors) to charge the payment method on file for all Fees, including renewal Fees, overages and Taxes, automatically and without prior notice except as required by law. Customer is responsible for maintaining accurate billing information.

4.4 Late Payment

Without prejudice to any other right or remedy, overdue amounts shall accrue interest at the rate of 8% per annum above the Bank of England base rate, calculated daily from the due date until paid, and Customer shall reimburse Seamless Source for all reasonable costs of collection (including legal fees). We may also suspend the Services and/or terminate this Agreement for non-payment in accordance with Section 16.

4.5 Price Changes

We may increase Fees for any renewal Subscription Term by giving notice at least 30 days before the end of the then-current Subscription Term. Fees for additional modules, users, usage or services ordered during a Subscription Term will be at our then-current rates.

4.6 Free Trials and Free Tiers

Where the Services are provided on a free trial or free tier basis, they are provided “AS IS” without warranty and may be modified or terminated at any time. Unless cancelled before the end of the trial period, the subscription will automatically convert to a paid subscription at our then-current rates and Customer’s payment method will be charged.

4.7 Disputes

Customer must notify Seamless Source in writing of any good-faith dispute of an invoice within 14 days of the invoice date; otherwise the invoice is deemed accepted. Disputed amounts that are not so notified must be paid in full.

05Licence Grant and Restrictions

5.1 Licence to Customer

Subject to Customer’s continued compliance with this Agreement and payment of all Fees, Seamless Source grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Services solely for Customer’s internal business operations and strictly in accordance with the Documentation and any usage limits in the Order Form. No other rights or licences (whether by implication, estoppel or otherwise) are granted.

5.2 Restrictions

Customer shall not, and shall not permit any third party to:

• copy, modify, translate, adapt, port, merge, reverse-engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms, architecture, models, weights or other internal workings of the Services, except to the extent expressly permitted by mandatory applicable law;
• rent, lease, sell, resell, sublicense, distribute, time-share or otherwise make the Services available to any third party, or use the Services for the benefit of a third party (including on a service-bureau or outsourcing basis);
• use the Services to build, train or improve any product or service that competes with the Services, or to extract data for the purpose of training a machine learning or AI model;
• scrape, crawl, harvest, frame, mirror, index or aggregate any portion of the Services, or use any automated means (including bots, spiders or scripts) to access the Services other than via our published API and within published rate limits;
• interfere with or disrupt the integrity, security, performance or availability of the Services, attempt to gain unauthorised access, probe, scan or test the vulnerability of any system, or circumvent any usage limit, authentication, security or access-control mechanism;
• upload or transmit any virus, worm, trojan, ransomware, time bomb, malicious code or other harmful component;
• use the Services in violation of applicable law, third-party rights, or our Acceptable Use Policy;
• remove, alter or obscure any proprietary notice, trademark or copyright legend in or on the Services;
• publish, disclose or make available any benchmark, performance or evaluation results in respect of the Services without our prior written consent;
• use the Services to process or store sensitive special category personal data (as defined under UK GDPR), payment card data, government-issued identifiers, or any information regulated by HIPAA, PCI-DSS or similar regimes, unless expressly agreed in writing in the Order Form.

06Customer Data

6.1 Ownership

As between the parties, Customer retains all right, title and interest in and to Customer Data. Customer grants Seamless Source and its sub-processors a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process, display, modify (for formatting, indexing and processing purposes), back up and otherwise use Customer Data solely as necessary to provide, secure, maintain, support, improve and develop the Services, to enforce this Agreement, and to comply with law.

6.2 Customer Warranties

Customer warrants that: (a) it has all rights, consents, licences and permissions necessary to provide Customer Data to Seamless Source and to grant the licences in Section 6.1; (b) Customer Data and its use through the Services does not and will not infringe, misappropriate or violate any third-party right (including intellectual property, privacy or publicity rights) or any law; and (c) Customer Data is accurate and is provided in compliance with all applicable laws.

6.3 Aggregated and De-identified Data

Notwithstanding anything to the contrary, Seamless Source may collect, generate and use anonymised, aggregated, statistical, technical, telemetry, usage, performance, derived or de-identified data and metadata relating to the Services and Customer’s use of them (“Usage Data”), including for the purposes of operating, securing, analysing, supporting, improving and developing the Services and our other products, benchmarking, training and improving AI models (subject to Section 8.5), industry analytics, research and marketing. Usage Data does not identify Customer, its Authorised Users or any data subject, and we own all right, title and interest in Usage Data.

6.4 No Obligation to Retain

Seamless Source has no obligation to retain Customer Data after the end of the Subscription Term except as set out in Section 17 or as required by law.

07Data Protection

To the extent that Seamless Source processes any personal data on Customer’s behalf in connection with the Services, the parties shall comply with the Data Processing Addendum, which is incorporated into and forms part of this Agreement. The DPA describes the parties’ respective roles, the categories of personal data and data subjects, the sub-processors used by Seamless Source, and the technical and organisational measures applied. Customer is the controller and Seamless Source is the processor in respect of such personal data, unless otherwise specified. Customer is solely responsible for ensuring it has a lawful basis for the processing of personal data and for fulfilling its obligations as controller (including in respect of transparency, data subject rights and impact assessments).

08AI Features and AI Output

8.1 Nature of AI Features

The Services include AI Features that use machine learning, large language models, agent-based reasoning and similar techniques to generate predictions, suggestions, classifications, drafts and other outputs. AI Features are inherently probabilistic, non-deterministic and may produce outputs that are inaccurate, incomplete, biased, outdated, misleading, offensive or otherwise unsuitable. Identical or similar inputs may produce different outputs at different times. AI Output is not a substitute for human judgement, professional advice (including legal, regulatory, scientific, engineering, medical or financial advice), or independent verification.

8.2 No Reliance on AI Output

CUSTOMER ACKNOWLEDGES THAT AI OUTPUT IS PROVIDED “AS IS” AND “AS AVAILABLE” AND MAY CONTAIN ERRORS, OMISSIONS, “HALLUCINATIONS” OR BIASES. CUSTOMER MUST INDEPENDENTLY EVALUATE, REVIEW AND VERIFY ALL AI OUTPUT BEFORE RELYING ON, ACTING UPON, PUBLISHING, SHARING OR DISCLOSING IT, INCLUDING IN ANY DIGITAL PRODUCT PASSPORT, REGULATORY FILING, PRODUCT LABEL, COMPLIANCE STATEMENT, SUPPLIER COMMUNICATION OR CUSTOMER-FACING MATERIAL. CUSTOMER USES AI OUTPUT AT ITS OWN RISK. SEAMLESS SOURCE WILL HAVE NO LIABILITY FOR ANY DECISION, ACT, OMISSION, LOSS OR DAMAGE BASED ON OR ARISING FROM AI OUTPUT.

8.3 Inputs and Prompts

“Inputs” means prompts, instructions, data, queries, attachments and other materials submitted by or on behalf of Customer to AI Features. Inputs form part of Customer Data. Customer is solely responsible for Inputs and must not submit any Inputs that violate this Agreement, applicable law or the rights of third parties. Customer warrants that it has all rights necessary to submit Inputs to the AI Features.

8.4 Ownership of AI Output

As between the parties, and subject to Customer’s compliance with this Agreement, Customer owns AI Output specifically generated for Customer from Customer’s Inputs, provided that: (a) AI Output may not be unique to Customer and identical or substantially similar AI Output may be generated for other customers; (b) Seamless Source retains all rights in the underlying AI Features, models, weights, prompts, templates, scaffolding and infrastructure; and (c) Customer’s rights in AI Output are limited to those granted under applicable law, given that AI-generated content may not attract intellectual property protection in some jurisdictions and may include content of third parties.

8.5 Model Training

Unless expressly agreed otherwise in writing (including via an opt-in setting in the Services), Seamless Source will not use Customer Data or Customer’s identifiable Inputs to train third-party foundation models that are made available to other customers. Seamless Source may use Usage Data (Section 6.3) and de-identified, aggregated or synthetic data for the development, evaluation, training and improvement of its own AI Features, models and Services. Seamless Source may also retain copies of Inputs and AI Output for abuse detection, safety, debugging and legal compliance purposes.

8.6 Third-Party AI Providers

Some AI Features rely on Third-Party Services (including foundation model providers). Seamless Source does not control such Third-Party Services and disclaims all liability arising from or relating to them. Customer’s use of AI Features is subject to any applicable terms, acceptable use policies and content restrictions of the relevant third-party providers, which we may pass through to Customer.

8.7 Prohibited AI Uses

Customer shall not use AI Features to: (a) generate content that is illegal, defamatory, harassing, deceptive, infringing or otherwise prohibited by our Acceptable Use Policy; (b) make fully automated decisions producing legal or similarly significant effects on individuals without appropriate human oversight; (c) generate content for the purposes of misleading consumers, regulators or supply chain partners; (d) generate weapons, malware, CSAM or content facilitating violence, self-harm or terrorism; or (e) reverse-engineer or extract any model, weights or training data.

09Digital Product Passport (DPP) Specific Terms

9.1 Regulatory Responsibility

The Services may enable Customer to create, manage and publish Digital Product Passports and related sustainability, compliance and supply chain disclosures. Customer acknowledges and agrees that: (a) Customer is solely responsible for determining whether and how a DPP is required for its products under applicable law (including Regulation (EU) 2024/1781 (ESPR) and any delegated acts, the UK regulatory regime, the EU General Product Safety Regulation (EU) 2023/988, sector-specific regulations and the laws of any jurisdiction in which it places products on the market); (b) Customer is the producer, manufacturer, importer, distributor or other responsible economic operator for the products to which any DPP relates, and Seamless Source is not; (c) Customer is solely responsible for the accuracy, completeness, currency and lawfulness of all content published in any DPP; and (d) Customer is solely responsible for any consumer-facing claims, environmental claims, sustainability claims or compliance statements made through a DPP.

9.2 Seamless Source Role

Seamless Source acts solely as a technology provider in respect of DPPs. We do not certify, verify, audit, validate or endorse any data, claim, certification or statement contained in a DPP. We are not a notified body, conformity assessment body, accredited verifier, certification authority or trust service provider. Any references in the Services to standards, schemes, frameworks or regulations are for Customer’s convenience only and do not constitute legal or regulatory advice.

9.3 Third-Party Data and Supplier Inputs

DPP and supply chain functionality depends on data provided by Customer, its suppliers and other third parties. Seamless Source has no control over, and accepts no responsibility for, the accuracy or completeness of such data. Seamless Source may, but is not obliged to, surface warnings, flags or quality scores in respect of data, and such surfacing does not constitute verification or a warranty as to data quality.

9.4 Public-Facing DPPs

Customer is solely responsible for the publication of any DPP and for any consequences arising from such publication, including any rights of access by regulators, market surveillance authorities, consumers or supply chain partners. Once Customer publishes a DPP, Seamless Source cannot guarantee retraction or deletion across third-party caches, archives or downstream systems.

10PIM, PLM and Supply Chain — Specific Terms

The PIM, PLM, LCA, Supply Chain, QC and DAM modules are tools to assist Customer in managing product, lifecycle, sustainability and supplier information. Customer remains solely responsible for: (a) configuring and operating the modules in a manner appropriate to its business; (b) the accuracy and completeness of all product, supplier, material, certification, test result and lifecycle data; (c) all calculations, allocations, conversions, factors and methodologies selected or accepted by Customer (including in respect of LCA results, carbon, water, chemical, or other sustainability metrics); (d) compliance with all standards (including ISO standards, GHG Protocol, PEF and similar) it elects to apply; and (e) all communications with suppliers, customers, auditors and regulators. Seamless Source makes no representation that the Services will achieve any specific compliance, certification, audit or rating outcome.

11Acceptable Use

Customer shall not, and shall not allow any Authorised User or third party to, use the Services to:

• violate any applicable law, regulation or third-party right;
• post, transmit, generate, store or distribute content that is unlawful, defamatory, obscene, hateful, harassing, threatening, discriminatory, deceptive, infringing, fraudulent, invasive of privacy, or otherwise objectionable;
• impersonate any person or entity, or misrepresent affiliation with any person or entity;
• promote or facilitate violence, terrorism, self-harm, child sexual abuse material, human trafficking, modern slavery or any criminal activity;
• interfere with, disrupt or impair the integrity, security or performance of the Services or any associated networks or systems;
• attempt unauthorised access to any account, system or data;
• send unsolicited communications, “spam”, chain letters or pyramid schemes;
• engage in any activity that could expose Seamless Source to liability or reputational harm.

We may investigate suspected violations and may, at our sole discretion and without notice, remove, modify or refuse to publish any content, suspend or terminate Authorised User access, suspend or terminate the Services, and cooperate with law enforcement. Customer shall reimburse us for all costs and damages arising from breaches of this Section.

12Third-Party Services and Integrations

The Services may interoperate with, link to, or integrate with Third-Party Services. Such Third-Party Services are not part of the Services, and Customer’s access and use of them is at Customer’s own risk and subject to the terms and policies of the relevant third party. Seamless Source does not control, endorse, warrant or assume responsibility for any Third-Party Service, including its availability, accuracy, security, content or operation. We may modify or discontinue any integration at any time. If a Third-Party Service ceases to make its functionality available, or changes its terms in a way that affects the Services, Seamless Source may suspend or modify the corresponding feature without liability.

13Availability, Maintenance and Support

13.1 Service Availability

Seamless Source will use commercially reasonable efforts to make the Services available, but does not warrant uninterrupted, error-free, secure or timely operation. Any service level commitments, where offered, are set out in a separate Service Level Agreement (“SLA”) referenced in the Order Form, the remedies under which (where applicable) are Customer’s sole and exclusive remedy for availability or performance issues.

13.2 Maintenance and Downtime

We may suspend or restrict access to the Services for scheduled or emergency maintenance, security incidents, upgrades, repairs, capacity management, suspected abuse or breach, legal or regulatory reasons, or third-party events outside our reasonable control. We will use reasonable efforts to schedule planned maintenance to minimise disruption.

13.3 Support

Support is provided via the channels and within the response targets specified in the Order Form or our then-current Support Policy. Support is provided in English, during UK business hours unless otherwise stated.

14Intellectual Property

14.1 Seamless Source IP

Seamless Source and its licensors own and shall retain all right, title and interest (including all intellectual property rights) in and to the Services, the underlying software, models, AI Features, algorithms, architecture, APIs, Documentation, user interfaces, designs, look-and-feel, templates, branding, logos, methodologies, know-how, derivatives, improvements, modifications and all related materials (collectively, “Seamless Source IP”). All rights not expressly granted to Customer in this Agreement are reserved.

14.2 Feedback

If Customer or any Authorised User provides suggestions, ideas, comments, feature requests, improvements, bug reports, evaluations or other feedback regarding the Services (“Feedback”), Customer hereby assigns to Seamless Source all right, title and interest in such Feedback, or to the extent such assignment is ineffective, grants Seamless Source a perpetual, irrevocable, worldwide, royalty-free, fully-paid, sublicensable, transferable licence to use, exploit, modify, reproduce, distribute, prepare derivative works of and otherwise commercialise the Feedback for any purpose, without restriction or compensation.

14.3 No Implied Licences

No licence or other right is granted by implication, estoppel, exhaustion or otherwise. No party acquires any rights in the trademarks, service marks, logos or trade names of the other except as expressly granted in writing.

15Confidentiality and Publicity

15.1 Confidential Information

Each party (“Receiving Party”) shall protect the other party’s (“Disclosing Party”) Confidential Information with the same degree of care it uses to protect its own confidential information of like importance, but in no event less than reasonable care, and shall use Confidential Information only as necessary to perform under this Agreement. “Confidential Information” means all non-public information disclosed by or on behalf of one party to the other that is identified as confidential or that, given its nature and the circumstances of disclosure, should reasonably be understood to be confidential. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known to the Receiving Party before disclosure; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed without use of Confidential Information.

15.2 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law, court or regulator, provided that (where legally permitted) it notifies the Disclosing Party and cooperates with reasonable efforts to limit the disclosure.

15.3 Publicity

Customer grants Seamless Source the right to identify Customer as a customer of Seamless Source and to use Customer’s name and logo on our website, sales materials, investor materials and case studies. Customer may revoke this right by written notice with effect from receipt, save as to materials already produced or published.

16Warranty Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN AN ORDER FORM SIGNED BY AN AUTHORISED OFFICER OF SEAMLESS SOURCE, THE SERVICES, AI FEATURES, AI OUTPUT, DOCUMENTATION, ANY DPP FUNCTIONALITY, AND ALL OTHER MATERIALS PROVIDED BY SEAMLESS SOURCE ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEAMLESS SOURCE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE, NON-INFRINGEMENT, RELIABILITY, AVAILABILITY, SECURITY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

Without limiting the foregoing, Seamless Source does not warrant that: (a) the Services will meet Customer’s requirements or expectations; (b) the Services will be uninterrupted, timely, secure or error-free; (c) any data (including Customer Data) will not be lost, corrupted or altered; (d) AI Output will be accurate, complete, current, lawful, non-infringing or fit for any purpose; (e) any DPP or compliance functionality will satisfy any specific regulatory requirement; or (f) any defect will be corrected. Nothing in this Agreement excludes or limits any warranty or liability that cannot be excluded or limited under applicable law.

17Limitation of Liability

17.1 Excluded Losses

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SEAMLESS SOURCE BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY: (A) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, REPUTATION, OPPORTUNITY, ANTICIPATED SAVINGS OR CONTRACTS; (B) LOSS, CORRUPTION OR INACCURACY OF DATA; (C) BUSINESS INTERRUPTION; (D) COST OF SUBSTITUTE PRODUCTS OR SERVICES; (E) REGULATORY FINES, PENALTIES OR ENFORCEMENT COSTS; OR (F) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES, IN EACH CASE HOWEVER ARISING (INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF STATUTORY DUTY OR OTHERWISE), AND WHETHER OR NOT FORESEEABLE OR WHETHER OR NOT SEAMLESS SOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

17.2 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEAMLESS SOURCE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND THE NUMBER OF CLAIMS, SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO SEAMLESS SOURCE UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) £25,000.

17.3 Free Use

Where the Services (or any part of them) are provided to Customer free of charge (including free trials, free tiers, evaluation use and Beta Features), Seamless Source’s total aggregate liability for such Services shall not exceed £100.

17.4 Carve-outs Permitted by Law

Nothing in this Agreement excludes or limits either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot lawfully be excluded or limited.

17.5 Allocation of Risk

Customer acknowledges that the Fees reflect the allocation of risk set out in this Agreement, including the disclaimers and limitations of liability, and that Seamless Source would not enter into this Agreement without such allocation.

17.6 Time Limit for Claims

Any claim against Seamless Source under or in connection with this Agreement must be brought within 12 months of the date on which the cause of action first accrued, failing which it shall be irrevocably waived.

18Indemnification by Customer

Customer shall defend, indemnify and hold harmless Seamless Source, its affiliates, and their respective directors, officers, employees, agents and contractors from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Data, Inputs, or any content uploaded or generated by or for Customer; (b) Customer’s products, services, business operations, supply chain or DPPs; (c) any claim that Customer Data, Inputs, AI Output (as used by Customer), or any product, claim, label, certification, statement or disclosure made by Customer infringes, misappropriates or violates any third-party right or any law; (d) Customer’s breach of this Agreement, any Service-Specific Terms, the Acceptable Use Policy, the DPA or any applicable law; (e) Customer’s use of the Services in combination with any third-party product, service or data not provided by Seamless Source; (f) any regulatory investigation, enforcement action or fine relating to Customer’s products, supply chain, sustainability claims, DPP or other disclosures; and (g) any breach of warranty by Customer.

Seamless Source will: (i) promptly notify Customer of the claim (provided that failure to notify will not relieve Customer except to the extent prejudiced); (ii) give Customer sole control of the defence and settlement (provided that no settlement adversely affecting Seamless Source may be agreed without Seamless Source’s written consent); and (iii) provide reasonable cooperation at Customer’s expense. Seamless Source reserves the right to participate in the defence with counsel of its own choosing at its own expense.

19Term, Suspension and Termination

19.1 Term

This Agreement commences on the effective date set out in the Order Form (or, if none, on the date Customer first accesses the Services) and continues for the Subscription Term. Subscriptions will automatically renew for successive periods equal to the initial Subscription Term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term, or as otherwise stated in the Order Form.

19.2 Suspension

We may suspend Customer’s and/or any Authorised User’s access to the Services immediately and without prior notice if: (a) any Fees are overdue; (b) we reasonably believe the Services are being used in violation of this Agreement, the Acceptable Use Policy or applicable law; (c) Customer’s use poses a security, integrity, performance, legal or reputational risk to us, the Services or any other customer; (d) required by law, court order or regulator; or (e) any Third-Party Service necessary to deliver the Services is interrupted or terminated. Suspension does not relieve Customer of its payment obligations.

19.3 Termination for Cause

Either party may terminate this Agreement immediately on written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within 30 days after written notice (or, in the case of payment breach by Customer, within 7 days); (b) becomes insolvent, makes an assignment for the benefit of creditors, has a receiver, administrator or liquidator appointed, is the subject of a bankruptcy or winding-up petition, or ceases to carry on business; or (c) is otherwise unable to pay its debts as they fall due. We may also terminate immediately for breaches of Sections 5 (Restrictions), 11 (Acceptable Use), 14 (IP), or 15 (Confidentiality).

19.4 Termination for Convenience by Seamless Source

Seamless Source may terminate this Agreement or any Services for any reason on 60 days’ written notice. In such case, our sole liability shall be to refund Fees paid in advance for the unused portion of the then-current Subscription Term after the effective date of termination.

19.5 Effect of Termination

Upon termination or expiry: (a) all rights granted to Customer terminate immediately; (b) Customer shall pay all accrued and outstanding Fees; (c) Customer shall cease all use of the Services; (d) for 30 days after termination (unless we terminated for Customer’s breach of Sections 5, 11, 14 or 15, in which case immediately), Customer may export Customer Data in our standard export formats; (e) thereafter, we may delete Customer Data at our discretion without further notice and without liability; and (f) the parties shall return or destroy each other’s Confidential Information on request, except as required to be retained by law.

19.6 Survival

Sections 1, 4 (in respect of accrued amounts), 5.2, 6, 7, 8.4–8.7, 11, 14, 15, 16, 17, 18, 19.5, 19.6, 20, 21, 22 and any other provision which by its nature is intended to survive, shall survive termination or expiry of this Agreement.

20Changes to these Terms

We may update these Terms from time to time. Material changes will be notified to Customer by email (to the account contact) or by in-product notice at least 30 days before they take effect, except where changes are required by law, address a security or compliance issue, or relate to new features. Continued use of the Services after the effective date of the updated Terms constitutes acceptance. If Customer objects to a material change, Customer may terminate the Agreement within 30 days of the notice as Customer’s sole and exclusive remedy, with a pro-rata refund of pre-paid Fees for the unused portion of the then-current Subscription Term.

21General

21.1 Force Majeure

Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, pandemic, epidemic, war, terrorism, riot, civil unrest, government action, sanctions, embargoes, labour disputes, internet, telecommunications or utility failures, denial-of-service attacks, supply chain disruption, or the failure or unavailability of any Third-Party Service.

21.2 Export Controls and Sanctions

Customer warrants that it, its Authorised Users, and the use of the Services will comply with all applicable export controls, trade sanctions and embargoes, including those of the United Kingdom, the European Union, the United States and the United Nations. Customer represents that it is not, and is not owned or controlled by, a person or entity that is the subject of sanctions or located in a sanctioned territory.

21.3 Anti-Bribery and Anti-Slavery

Each party shall comply with all applicable anti-bribery, anti-corruption and modern slavery laws, including the UK Bribery Act 2010 and the Modern Slavery Act 2015. Customer warrants that neither it nor its Authorised Users will use the Services in a manner that breaches such laws.

21.4 Assignment

Customer may not assign, transfer, charge or sub-contract this Agreement or any of its rights or obligations without our prior written consent. Seamless Source may assign or novate this Agreement, in whole or in part, without consent to an affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

21.5 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary or employment relationship.

21.6 No Third-Party Beneficiaries

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, except that affiliates of Seamless Source may enforce Sections 14, 15, 17 and 18.

21.7 Notices

Notices to Seamless Source must be in writing and sent to legal@seamlesssource.com with a copy to our registered office. Notices to Customer may be sent to the account contact email or in-product. Notices are deemed received on the next business day after sending.

21.8 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, communications, proposals and representations, whether oral or written. Each party acknowledges that it has not relied on any statement, representation, assurance or warranty not expressly set out in this Agreement. Any pre-printed terms on Customer’s purchase order or similar document are expressly rejected and have no effect.

21.9 Variation

Except as set out in Section 20, no variation of this Agreement is effective unless in writing and signed by an authorised representative of each party.

21.10 Waiver

No failure or delay by either party to exercise any right or remedy shall constitute a waiver thereof. Waivers must be in writing and signed by the waiving party.

21.11 Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not capable of modification, severed, and the remainder of the Agreement shall continue in full force.

21.12 Governing Law

This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales, excluding its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21.13 Jurisdiction

The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with this Agreement, save that Seamless Source may bring proceedings to enforce its intellectual property or recover unpaid Fees in any court of competent jurisdiction.

21.14 Counterparts and Electronic Execution

Order Forms and any other agreements referencing these Terms may be signed in counterparts and by electronic signature, each of which shall be deemed an original.

22Contact

— End of Terms of Service —