1. THE PARTIES
1.1. About us.
Hello. We are Sequence HQ Ltd, incorporated in England and Wales under the company number
13585168. You can find us at
27 New Dover Road, Canterbury, England, CT1 3DN. Under these Terms of Service, we are referred to as us, our and we.
1.2. About you.
You are the Customer whose details are reflected under the broader Customer Agreement. Under these Terms of Service, you will be referred to as you and your. Together, we will be the parties.
2. SERVICES & SUPPORT
2.1. Our Services.
We provide various services via our web platform (Platform) and, for certain services, an API to simplify your financial and payment operations. Different terms will apply for each type of service we offer (as expressly indicated in this Agreement) and include:
- connecting you with payment processor service providers (Payment Services),
- access to our templates and payment workflows to allow you to design your own user flows (Templates), and
- a software tool to create and manage your subscriptions and invoices (Billing).
The services you purchase will be set out in the Order Form and are the Services under this Agreement.
2.2. Modifying the Services.
We may modify the Services from time to time to make improvements or updates necessary to comply with changes in laws and regulations, however any modifications will not materially or adversely impact your use of the Services. We will aim to notify you about these modifications in advance, and will provide you with 10 working days’ notice if modifications would cause a material change to your use of the Services.
We have no obligation to monitor any data or information you upload onto the Platform (your Content) or your general use of the Services, however we may do so and have the right to remove Content or prohibit your use of the Services if we reasonably believe you are violating this Agreement or applicable law.
2.4. Service Levels.
We will aim to provide the Services in accordance with our Service Level Agreement.
3. RESTRICTIONS & RESPONSIBILITIES
3.1. Creating an account.
You will create a username and password for your Platform account and are responsible for maintaining the security of your account, passwords and files. You are also liable for any use of your account, whether you have authorized it or not.
3.2. Onboarding information.
If it is required under any applicable financial regulations, you may be requested to provide information during the registration process such as completing Know Your Customer (KYC) / Know Your Business (KYB) checks, before being given access to the Services.
3.3. Using the Services.
You agree to use the Services in accordance with this Agreement and any applicable laws. When using our Services, you must not actually or attempt to:
- a. interfere with or damage any part of the Services, our equipment, network, software or storage agreements, or introduce malware, viruses, Trojans or other technologically harmful or damaging material,
- b. rent, license or re-sell the Platform, Services or any part of them,
- c. decompile, probe, scan or test the vulnerability of our systems or networks, breach or circumvent any security or authentication measures protecting the Platform, reverse engineer, disassemble, data scrape, script, automate or adapt the Platform, Services or any part of them,
- d. use the Services for benchmarking purposes or to build a competitive product or service,
- e. use the Services for any illegal activities or to abuse, harm, harass or exploit other users, access another account without permission or distribute spam,
- f. take, upload, publish or transmit any screenshots, screen captures, reproductions, drawings photos, videos, downloads or data of any part of the Services unless we have consented to this,
- g. copy, duplicate, modify, create derivative works from or distribute all or any portion of the Platform and/or the Services except to the extent expressly set out in this Agreement,
- h. access the Platform other than as provided under this Agreement,
- i. impersonate or misrepresent yourself or your business, and
- j. encourage or assist any other user or third party to do any of the above.
You agree to cooperate with us to allow us to perform our obligations under this Agreement and provide us with information we may reasonably request.
3.5. Point of contact.
You will designate an employee who will be responsible for all matters relating to this Agreement (the point of contact set out in the Order Form) and agree to notify us in writing if this point of contact changes.
Confidential Information means all sensitive and proprietary information relating to a party in any media or form, that is marked as confidential or would reasonably be considered as confidential due to the circumstances in which it is shared. This includes information relating to customers and suppliers, employees and officers, products and services, know-how and these Terms.
4.2. Mutual obligations.
You and we agree to:
- a. maintain the confidentiality of the other party’s Confidential Information using the same degree of care used to protect its own Confidential Information,
- b. not disclose, copy or modify Confidential Information without the owner’s prior written consent unless it is necessary to fulfill obligations under this Agreement or to comply with applicable laws or regulations, provided that the owner of Confidential Information has been notified before any disclosure has been made (if legally allowed),
- c. only disclose the other party’s Confidential Information to employees, affiliates and professional advisers on a ‘need-to-know’ basis who are bound in writing to confidentiality obligations substantially similar to these,
- d. promptly notify the owner upon becoming aware of any unauthorized use, disclosure, theft or loss of their Confidential Information, and
- e. upon written request from the owner, promptly return or destroy the owner’s Confidential
Information and any copies in the receiving party’s possession. This obligation will not apply to Confidential Information a party is required to keep in order to comply with applicable laws and regulations, or to Confidential Information held securely in archival systems.
Confidential Information does not include information that:
- a. is in the public domain at the time of its disclosure,
- b. is lawfully received by a third party free of any obligation of confidence at the time of its disclosure,
- c. is independently developed by a party without access to or use of the other party’s Confidential Information, or
- d. was already in the possession of the receiving party prior to the owner’s disclosure.
4.4. Confidentiality term.
The confidentiality obligations of each party will continue for 2 years after the termination of this Agreement.
5. INTELLECTUAL PROPERTY
5.1. Our IP.
We own, and will continue to own, all intellectual property rights relating to the Platform, API, Templates and Billing, and any new or amended versions we may develop. In addition, we also own all suggestions, ideas, enhancement requests, feedback, recommendations or other information you provide us relating to the Platform and Services.
5.2. Your license.
Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Platform and Services (excluding Payment Services which is covered under “Third Party Services” below) solely in accordance with the terms of this Agreement.
6. DATA PROTECTION
6.1. GDPR Compliance.
We will both comply with all applicable requirements of the EU General Data Protection Regulation (2016/679/EC), the Data Protection Act 2018 as may be amended from time to time, and all applicable data protection legislation.
To the extent we act as a data processor and process any of your personal data while providing the Services, the terms of the Data Processing Agreement will apply to such processing.
7. FEES & PAYMENT TERMS
You will pay the fees as set out in the Order Form (the Fees) and, if applicable, fees for additional services (such as consulting).
7.2. Payment terms.
Unless otherwise stated in the Order Form, payments are due within 30 days of the invoice date and are nonrefundable.
7.3. Late Fees.
Fees which have not been paid by their due date are subject to an interest rate of 1% per month, or the maximum permitted by law, whichever is lower.
Fees under this Agreement are exclusive of all taxes. You will be responsible for any applicable taxes (excluding US taxes based on our net income) unless you have provided us with a valid exemption certificate. In the case of any withholding requirements, you will pay any required withholding and will not deduct it from the amount paid to us.
8. TERM & TERMINATION
This Agreement will continue for the Term set out in the Order Form, unless it is terminated earlier in line with this Agreement.
8.2. Termination for cause.
Either party may terminate this Agreement immediately by giving written notice to the other if the other party:
- a. commits a material breach of this Agreement incapable of remedy, or if it is capable of remedy, fails to remedy it within 30 days of being notified of the breach, or
- b. becomes subject to, or is reasonably likely to become subject to, an insolvency, bankruptcy, administration, receivership or other similar event.
Any terms which are intended to survive termination of this Agreement will remain in full force and effect.
9. WARRANTY & DISCLAIMER
9.1. Your warranties.
You represent and warrant that you have all rights, title and interests to all data and information you upload to the Platform (your Content) and which we process in order to provide you with the Services.
9.2. Our warranties. We will:
- a. not knowingly include in the Services any viruses or other malicious code that would cause intentional harm to a computer network or system, including security or user data (our Security Warranty),
- b. use reasonable efforts in line with prevailing industry standards to maintain the Services in a way that minimizes errors and interruptions, and
- c. carry out the Services in a professional and workmanlike manner.
9.3. Security Warranty.
If we fail to comply with the Security Warranty, you may notify us in writing with details of the breach and, within 30 days of receiving your notification, we will either correct that failure or provide you with a plan for how we intend to correct it. If the breach is not corrected or we do not provide a reasonably acceptable plan to correct it within that period, you may terminate this Agreement as your sole and exclusive remedy for our breach of the Security Warranty.
Services may be temporarily unavailable for maintenance (either scheduled or in an emergency), but we will use reasonable efforts to give you advance notice of any scheduled disruption.
9.5. Disclaimer of warranties.
Except as expressly set out in this Agreement and to the fullest extent permitted by applicable law, the Services are provided “as is”. All warranties, conditions, terms or obligations, whether expressed or implied, including any implied terms relating to merchantability, fitness for a particular purpose, ability to achieve a particular result or non-infringement, are excluded to the fullest extent legally permissible.
10.1. Your indemnity.
You will defend, indemnify and hold harmless us for all losses and liabilities resulting from:
- a. any third party claim that Content infringes that third party’s intellectual property rights,
- b. your use of the Services, and
- c. your breach of this Agreement.
10.2. Our indemnity.
We will defend, indemnify and hold harmless you for any liabilities to third parties resulting from a third party intellectual property infringement claim, provided that you notify us as soon as possible upon becoming aware of a claim, provide us with reasonable assistance and give us sole authority to defend or settle the claim. We will not be responsible for any settlement that we have not approved in writing.
Our indemnity above does not apply:
- a. to those parts of the Services which are not supplied by us, made in accordance with your specifications, modified after delivery, or combined with other products, processes or materials and the alleged infringement is related to that combination,
- b. where you continue to use the infringing part of the Services after being informed of the infringement or the modifications to avoid it,
- c. where your use of the Services is not in line with this Agreement.
If we believe the Services may infringe third party intellectual property rights, we may:
- a. replace or modify the Services so they are no longer infringing, provided that the Services will still have substantially similar features and functionality,
- b. obtain a license for you to continue using the Services, or
- c. terminate this Agreement by giving you written notice and refund you any prepaid, unused fees on a pro rata basis for the remainder of the Service Term.
10.5. Sole remedy.
This clause will be your sole and exclusive remedy and our entire liability for any third party intellectual property infringement claims under this Agreement.
11.1. Liability cap.
Our total liability to you will not exceed the amount of fees paid by you during the 12 months before the date on which the claim arose.
11.2. Indirect losses.
We will not be liable for any:
- a. error or interruption of use,
- b. loss, inaccuracy or corruption of data,
- c. indirect, special or consequential losses,
- d. loss of business, goodwill, revenues or profits,
- e. costs of procuring any substitute services, or
- f. matters outside our reasonable control.
12. THIRD PARTY SERVICES
12.1. Third party services.
The Services may be supported by and operate with application programming interfaces and other third party services. We are not liable for any third party services, or the availability and operation of the Services to the extent they depend on them. You are responsible for obtaining any rights or licenses necessary for your access to third party services and for complying with their terms.
13. OTHER IMPORTANT TERMS
You agree that we may disclose that you are one of our customers in our advertising or promotional material Within 1 month after the Effective Date, we may request your participation in a case study about your use of our Services, which we may use and distribute for our advertising and promotional materials.
We may assign, sub-contract or transfer any of our rights under this Agreement. You may not assign, sub-contract or transfer rights and obligations under this Agreement without our prior written consent.
Any amendments to this Agreement must be in writing and signed by an authorized representative of each party.
If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be deleted without affecting the rest of the Agreement.
13.5. Entire agreement.
This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions and agreements relating to the subject matter.
Any notice given under this Agreement must be in writing, signed by a party’s authorized representative, delivered by hand or post to the other party’s registered office (or other address specified by the other party for that purpose) and will be considered received:
- a. at the time of delivery, if delivered by hand, or
- b. 48 hours after posting if delivered by post.
13.7. No partnership or agency.
Nothing in this Agreement is intended to create a partnership or legal relationship of any kind. Each party confirms it is acting on its own behalf and not for the benefit of any other person or entity.
13.8. Third parties.
No one other than a party to this Agreement has the right to enforce any of its terms.
13.9. Accrued rights and liabilities.
Termination or expiry of this Agreement will not affect any rights or liabilities that have accrued up to the date of expiry.
13.10. No waiver.
If a party fails to enforce a right under this Agreement, that is not a waiver of that right at any time.
13.11. Equitable relief.
The parties may seek injunctive relief or specific performance to enforce their rights under this Agreement in addition to other remedies.
13.12. Governing law and jurisdiction.
This Agreement is governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction to settle any disputes in relation to it.