These terms and conditions outline the (1) rules and regulations for the use of the Serac Technologies Ltd Website and (2) the user subscription agreement terms and conditions, under the domain seractech.co.uk and app.seractech.co.uk
By accessing and using this website you accept the terms and conditions in relation to the user rules and regulations. By accepting these terms and conditions during your account activation set up, you accept all of these terms in conditions in full, including the user subscription agreement terms and conditions, subscription and payment and cancellation policy and renewal. By accepting these, you are in full agreement to the terms and conditions and agree fully to the contract terms on theconfirmation order form sent to the account holders email.
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements: "Client", "You" and "Your" refers to you, the person accessing this website and accepting the Company's terms and conditions. "The Company", "Ourselves", "We", "Our" and "Us", refers to our Company; Serac Technologies Ltd. "Party", "Parties", or "Us", refers to both the Client and ourselves, or either the Client or ourselves. "The system", "System" refers to the software provided by Serac Technologies Ltd under the domain app.seractech.co.uk. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client's needs in respect of provision of the Company's stated services/products, in accordance with and subject to, prevailing law of. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to the same.
Unless otherwise stated, Serac Technologies Ltd and/or its licensors own the intellectual property rights for all material on Serac Technologies Ltd website including seractech.co.uk and app.seractech.co.uk. All intellectual property rights are reserved. You may view and/or print pages from https://seractech.co.uk for your own personal use subject to restrictions set in these terms and conditions. The license brought by the Company’s Clients is for their purpose only and shall not be shared with any other party other than the client.
You must not:
1. Republish material from https://seractech.co.uk or app.seractech.co.uk
2. Sell, rent or sub-license material from https://seractech.co.uk or app.seractech.co.uk
3. Reproduce, duplicate or copy material from https://seractech.co.uk or app.seractech.co.uk
4. Redistribute content from Serac Technologies Ltd (unless content is specifically made for redistribution).
The license that Serac Technologies Ltd sells to the client grants the client access to the system for the period of time stated in their agreement. The license grants use of the system in the intended manner. This solely includes the use by a human and excludes tools like scrapers, bots and algorithms using or pulling information or data from the seractech.co.uk site.
Without prior approval and express written permission, you may not create frames around our Web pages or use other techniques that alter in any way the visual presentation or appearance of our Web site.
Subscription and Payment
Your subscription contract begins as soon as your order is processed and payment is made by you and received by Serac Technologies Ltd. The subscription price will be made clear to you on our sign-up pages or otherwise during the sign-up process and may vary from time to time depending on the package agreed. The price shown on the signup page and paid by the client upon signup will be paid in conjunction with the stated payment schedule on the order. This may be monthly, quarterly, semi annually or annually. You agree to pay the fees at the rates notified to you at the time you purchase your subscription and in conjunction with the scheduled payment terms. For certain subscriptions you can take out either an annual or monthly (or other frequency we offer at the time) subscription. You can also take out another fixed term or payment frequency that we may offer from time to time. We will always tell you in advance of any increase in the price of your subscription and offer you an opportunity to cancel it if you do not wish to pay the new price. Payments will automatically be taken by Serac Technologies Ltd in conjunction with the payment frequency agreement without notice. You authorise us to automatically charge your payment method(s) in conjunction with the payment frequency agreement during the subscription period. We will automatically charge you the then-current rate for your plan, plus applicable taxes (such as VAT as the rate does not include it), until your subscription is cancelled, in accordance with these terms and conditions.
Your subscription contractual length is determined between Serac Technologies Ltd and Yourself. This may vary from time to time. The length of Your subscription contract is confirmed on the order confirmation form emailed to you upon account activation and Serac Technologies Ltd receiving the first payment. The email address the order confirmation form is sent to is the same email address the account is set up under. If the order confirmation form contains an error or the contract length stated in the order confirmation form is wrong please inform us within 14 days of payment being first received (and account activation) and we will change it. Once 14 days have passed the details on the order confirmation form are binding.
During any point in your contract, if a monthly payment is not received 14 days after your monthly billing date then the whole sum of the contract value will become payable immediately.
Any payment wrongly disputed by a Client will incur a fee of £30.
Cancellation Policy & Renewal
You may notify us of your wish to cancel your subscription by contacting our Customer Care team, Customer Success Team or the Business Development Representative managing your subscription and account. Please note that a subscription can only be canceled in accordance with the dates in your contract, cancelling prior to the expiry date in your contract will cancel the contract automatically renewing. This does not affect any outstanding balance due in accordance with the existing contract. Please email us at firstname.lastname@example.org with the following: “I/We hereby give notice that I/we cancel my/our subscription”.
Please then include:
1. The subscriber's full name (person on the billing information if different from the user)
2. The Account email address
3. The billing address or delivery address (Including postcode)
4. Your contact telephone number
In order for us to cancel a subscription we must be notified at least one month (1 month) prior to the contract expiry date. In the event that this is not done, the contract will automatically renew and payment will be taken from you at the same frequency and price as the subscription originally agreed. If we receive a formal cancellation request after our required one month (1 month) period but before the renewal date then the renewal will go ahead and the renewed contract will be cancelled two months (2 months) after the renewal date. All orders will automatically renew without notice. After the date of renewal and collection of payment by Serac Technologies Ltd, the client has 14 days to notify Serac Technologies Ltd to cancel the subscription renewal. If nothing objecting to the renewed subscription is received by Serac Technologies Ltd from the client within the first 14 days of the renewed subscription, then Serac Technologies Ltd is entitled to approve the renewal of the contract and billing will continue for the remainder of their renewed contract length. If the client objects to the renewal of the subscription after the renewal date, but before the 14 day period (as mentioned above), and once payment has been processed and received by Serac Technologies Ltd, then we will cancel the subscription two months (2 months) after the date that the client formally requests cancelation of their subscription by email. Serac Technologies Ltd will not process a refund for payments that have been processed.
What we promise:
Serac Technologies Ltd promises to develop and operate seractech.co.uk and app.seractech.co.uk with reasonable skill and care and will use reasonable efforts to promptly remedy any faults of which it is aware.
What we do not promise:
Serac Technologies Ltd does not provide any other promises or warranties about seractech.co.uk and the Serac Technologies Ltd Content. Seractech.co.uk and the Serac Technologies Ltd Content are provided on an “as is” and “as available” basis. This means that Serac Technologies Ltd does not make any promises in respect of seractech.co.uk or app.seractech.co.uk or the services and functions available on or through seractech.co.uk or of the quality, completeness or accuracy of the information published on or linked to from seractech.co.uk other than as expressly stated above.
The above disclaimers apply equally to your use of seractech.co.uk and all Serac Technologies Ltd. Without limiting the above, Serac Technologies Ltd is not liable for matters beyond its reasonable control. Serac Technologies Ltd does not control third party communications networks (including your internet service provider), the internet, acts of god or the acts of third parties. Serac Technologies Ltd does also not warranty nor certify the content of the data or information contained on seractech.co.uk website. This is third party data and may contain errors or omissions.
We do our best to ensure that all of the council data is provided each week, sometimes the data sources are faulty, unavailable or we are unable to reach them. This may result in missing data on occasions.
You may not license or transfer any of your rights under these terms and conditions. We may transfer any of our rights or obligations under these terms and conditions to any company within the Serac Group of companies but if we do so we will ensure that any company to whom we transfer our rights or obligations will continue to honour your rights under them.
If any provision of these terms and conditions is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of these terms and conditions, which will remain in full force and effect.
Failure by either party to exercise any right or remedy under these terms and conditions does not constitute a waiver of that right or remedy. Headings in these terms and conditions are for convenience only and will have no legal meaning or effect.
These terms and conditions constitute the entire agreement between you and Serac Technologies Ltd relating to your use of the seractech.co.uk website, Serac Technologies Ltd mobile and other online and offline services. They supersede all previous communications, representations and arrangements, either written or oral.
Seractech.co.uk is best viewed with one of our supported browsers. These include (1) Google Chrome, (2) Safari, (3) Firefox. Any payment information you send to us over the Internet is encrypted and stored via Stripe at stripe.com. SSL is currently the preferred method to securely transfer credit card data over the Internet.
Choice of Law and Jurisdiction
If you are a user whose principal address or principal use of seractech.co.uk occurs in the jurisdiction of the United Kingdom then these terms and conditions will be subject to English law. In this case, to the extent possible in the applicable jurisdiction, both you and we agree that the courts of England will (subject to the final paragraph in this Section) have non-exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these terms and conditions.
This Software Subscription Agreement (“SSA”) by and between Serac Technologies Ltd, company number 12258456 (“Serac Technologies”), and the customer identified on a signed Order Form (“Customer”), governs the provision of any Subscriptions, Services, and other materials or information provided by Serac Technologies to Customer. This SSA, Order Form(s), exhibits or statements of work(s) separately executed by the parties, and other documents expressly referenced herein or referencing this SSA are collectively referred to as the “Agreement.” Unless specified to the contrary in an Order Form, this Agreement will be effective on the date of Customer’s signature on the Order Form (the “Contract Start Date”).
1. Definitions.1.1 “Order Start Date” means the date on which Customer is provided access to the Subscription.1.2 “Authorized Administrator” – means the number of employees or Consultants of Customer identified on an Order Form who; (a) are given password-protected access to the Subscription; (b) have the authority on behalf of Customer to administer Named Users within the Subscription, and (c) who may contact Serac Technologies’ Support directly in accordance with Section 2.4 herein.1.3 “Serac Technologies Technology” means Serac Technologies proprietary software, technology, frameworks, platforms, methodologies, facilitation guides, questionnaires, techniques, general purpose consulting and related know-how, logic, coherence and methods of operation of systems, user interfaces, screen designs, presentation materials, and best-practices documentation, including any enhancements, modifications or derivatives thereof, which are provided to Customer. Subscriptions, maintenance, and Services each individually and collectively include elements of Serac Technologies Technology.1.4 “Consultant” means an individual or entity providing services or other assistance to Customer or Serac Technologies in connection with each party’s respective obligations under this Agreement, as applicable.1.5 “Customer Data” means all data, information and materials provided by Customer for use with the Serac Technologies’ Technology.1.6 “Dashboard” one or more marketing dashboard(s) within the Subscription specified as Serac Technologies, which is made available to Named Users and Authorized Administrators.1.7 “Digital Asset” means any Customer provided item of text or media that has been formatted into a binary source.1.8 “Order Confirmation” means one or more Serac Technologies order forms specifying the Subscriptions and Services to be provided to Customer by Serac Technologies.1.9 “Published Plan” one or more1.10 “Subscription” means one or more subscription(s) to Serac Technologies’ Technology identified on an Order Form, including, related Support that may be provided by Serac Technologies from time to time for the Subscription.1.11 “Named User(s)” means the number of employees or Consultants of Customer identified on an Order Form who are given password-protected access to the Subscription by an Authorized Administrator.
2. Services PROVIDED.2.1 Subscription Access. Subject to the terms and conditions of this Agreement, Serac Technologies’ will make the Subscription available to Customer over the internet for Customer’s use in Customer’s internal business only. Unless otherwise provided in an Order Form, Subscriptions may only be accessed by the total number of Named Users and Authorized Administrators, and by the appropriate Customer divisions, business units, and/or geographies specified in the applicable Order Form. Unless otherwise stated in an Order Form, Customer is responsible for integration or Customer-side configuration and deployment of the Subscription. 2.2 System Operations Service Level. The Serac Technologies’ Service Level Agreement (v2021) (“SLA”), available online at www.seractech.co.uk/terms-conditons, is incorporated herein and specifies the availability of the Subscription provided under this Agreement. 2.3 Security. Serac Technologies’ will operate an information security program utilizing industry standard policies and technologies to protect Customer Data from unauthorized disclosure or access. In addition to the Customer’s responsibilities outlined elsewhere in the Agreement, Customer shall take commercially reasonable security precautions to prevent unauthorized or fraudulent use of Serac Technologies’ Technology by Customer, Customer’s employees, Consultants, agents, or any other third parties authorized by Customer to access the Subscription on Customer’s behalf.2.4 Support. During the Term, Serac Technologies’ will provide remote email support to the aggregate number of Authorized Administrators specified in applicable Order Form(s). The support email address will be identified on the applicable Order Form. Such support consists solely of assistance with usage questions or troubleshooting bugs related to the Subscription supplied by Serac Technologies’ (“Support”). Support hours are from 8:30 a.m. to 5:30 p.m. GMT, Monday through Friday, (except bank holidays).2.5 Services. (Applicable only to Customers where Services are included in an Order Form or Statement of Work). In connection with the implementation and provision of Subscription, Customer may engage Serac Technologies’ to provide certain implementation and deployment services (“Implementation Services”), consulting services (“Consulting Services”), Support services (“Support Services”) and other services (“Other Services”) (all such services, collectively, the “Services”) as set forth in an Order Form or in any separate statement of work executed by the parties (“Statement of Work” or “SOW”). Customer acknowledges that the provision of Services by Serac Technologies’ is dependent on Customer providing access to relevant resources and timely decisions and input in connection with those Services as described in the SOW. Customer further acknowledges that any delays in response, feedback, or access could result in an extended delivery timeline, additional charges, and sub-optimal results. 2.6 Order Form Process. Orders for additional Authorized Administrators, Named Users, Subscriptions or Services will be confirmed by both parties’ execution of an Order Form or other written amendment to this Agreement. Unless specified to the contrary in an Order Form the annual fees for any added Named Users will be prorated from the Activation Date of the added Named Users and synchronized to the invoicing already in effect for the existing Subscriptions.
3. FEES AND PAYMENT TERMS.3.1 Fees. Unless otherwise provided in an Order Form, Serac Technologies’ may invoice Customer for all fees and all other charges immediately following the Effective Date. All of our subscription agreements as standard are on an annual basis. When quotations are provided on a monthly basis this relates to 12 payments totally an annual basis unless otherwise stated. Terms of each Customer contract are stated in Customers order confirmation. Any variation to an annual plan will be stated in the Order Form. All fees specified in an Order Form are in GBP and all payments must be submitted GBP. Unless specified to the contrary in an Order Form, fees for any Renewal Term may be increased by Serac Technologies’ and will be invoiced on the same schedule as in effect for the billing period immediately prior to the expiration of the Term. Where applicable, and with written Customer approval, Customer will reimburse Serac Technologies’ for all reasonable travel, food, lodging and other out-of-pocket expenses incurred in performance of Services. All details of renewals are within this document under Serac Technologies Terms & Conditions. 3.2 Payment Due Date. Unless otherwise provided in the applicable Order Form or Statement of Work, payment from Customer is due on a monthly basis with the billing anchor day at the date of the Order Start Date. 3.3 Late Payment. During any point in your contract, if a monthly payment is not received 14 days after your monthly billing date then the whole sum of the contract value will become payable immediately. In addition to other rights and remedies available to Serac Technologies’ hereunder together with cost of collection (including reasonable legal fees). Suspension under this Section 3.3 will not constitute a termination of this Agreement, nor will it relieve Customer of obligations or liabilities under this Agreement.3.4 Taxes. All amounts due under an Order Form do not include taxes or levy (including interest and penalties). Customer will reimburse Serac Technologies’ and hold Serac Technologies’ harmless for all sales, use, VAT, excise, property or other taxes or levies which Serac Technologies’ is required to collect or remit to applicable tax authorities. This provision does not apply to Serac Technologies’’s income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished Serac Technologies’ with a valid tax exemption certificate.
4. CUSTOMER OBLIGATIONS.4.1 Customer Control. Customer will be solely responsible for administering and monitoring the use of login IDs and passwords provided by Authorized Administrators within the Subscription or on behalf of Customer by Serac Technologies’. Upon the termination of employment of any User or Authorized Administrator, Customer will terminate that individual’s login ID and password. Serac Technologies’ is not responsible for any damages resulting from Customer’s failure to manage the confidentiality of its login ID and passwords and Customer is responsible for any actions arising out of use or misuse of Customer’s login IDs. 4.2 Prohibited Uses and Customer Restrictions. Customer must not modify, rent, sublease, sublicense, assign, use as a service bureau, copy, lend, adapt, translate, sell, distribute, derive works from, decompile, disassemble or reverse engineer the Serac Technologies’ Technology provided under this Agreement, except as explicitly permitted hereunder. Unless otherwise expressly set forth in an Order Form, the Subscription and Services must be used solely by Customer, and not (by implication or otherwise) by any parent, other division, subsidiary or affiliate of Customer. Customer must not permit a competitor of Serac Technologies’ to access the Serac Technologies’ Technology, except with Serac Technologies’ prior written consent. Customer must not: (a) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs in, to or from the Serac Technologies’ Technology; (b) interfere with or disrupt the integrity or performance of the Serac Technologies’ Technology, or the data contained therein; (c) use the Serac Technologies’ Technology in a manner inconsistent with its applicable documentation; or (d) attempt to gain unauthorized access to the Serac Technologies’ Technology or related systems or networks.
5. OWNERSHIP, RIGHTS & CONFIDENTIAL INFORMATION.5.1 Customer Ownership and License. As between Customer and Serac Technologies’, and subject to the rights of Serac Technologies’ set forth below, Customer owns all right, title and interest in and to all Customer Data and all Customer-provided marketing plans, designs, images, templates, sketches, artwork, logos, trade names, trademarks, and website or email text copy and type (“Customer Content”). Customer has sole responsibility for the accuracy, quality and right to use of all Customer Data and Customer Content. Customer grants to Serac Technologies’ and its suppliers a non-exclusive, fully paid-up license to use, reproduce, store, modify and publicly display Customer Data and Customer Content, to the extent necessary for Serac Technologies’ and its suppliers to perform their obligations under this Agreement.5.2 Results. Customer acknowledges and agrees that Serac Technologies’ may (a) anonymize and aggregate benchmarking results of Customer use of the Serac Technologies’ Technology with results of other customers’ use (collectively “Results”); and (b) use and disclose the Results for any purpose provided that the Results do not individually identify Customer or Customer Data.5.3 Serac Technologies’ Ownership. As between Customer and Serac Technologies’, Serac Technologies’ and/or its licensors are the sole owners of all right, title and interest in and to the Serac Technologies’ Technology. If Customer provides any feedback, comments, suggestions, ideas, requests or recommendations for modifications or improvements to the Serac Technologies’ Technology (“Feedback”), Customer hereby assigns and agrees to assign all right, title and interest in any such Feedback to Serac Technologies’ to be used for any purpose. All rights not expressly granted to Customer hereunder are reserved by Serac Technologies’ and its licensors.5.4 Serac Technologies’ Technology License. Subject to payment in full to Serac Technologies’ as specified in an Order Form, Serac Technologies’ grants Customer a royalty free, non-exclusive, non-transferable, time-bounded license to use, for Customer’s internal business purposes only and subject to the terms of this Agreement, the Serac Technologies’ Technology as included in Subscriptions, maintenance and Services. For use in connection with Subscriptions and Services, the term of Customer’s permitted use will be the duration of the Subscription. 5.5 Confidential Information. “Confidential Information” means any information disclosed by one party (“Discloser”) to the other party (“Recipient”), either directly or indirectly, in writing, orally or by inspection, which is designated as “Confidential,” “Proprietary” or some similar written designation or otherwise reasonably identifiable as confidential information. Information communicated orally will be considered Confidential Information if the information is identified as being Confidential Information at the time of disclosure. Notwithstanding the foregoing, the following is deemed Serac Technologies’ Confidential Information with or without marking or written confirmation: (a) the Serac Technologies’ Technology, product and service information, pricing information, and other related materials furnished by Serac Technologies’; (b) the oral and visual information relating to the Serac Technologies’ Technology; (c) the Subscription’ environment and tools, materials, documentation, whitepapers, guides, data sheets, training materials, methodology and (d) the terms and conditions of this Agreement. This Agreement imposes no obligation upon a Recipient with respect to Confidential Information that: (a) is or becomes publicly available through no breach of this Agreement by Recipient; (b) is already in the possession of Recipient at the time of disclosure as shown by Recipient’s files and records immediately before the time of disclosure; (c) is obtained by Recipient from a third party without obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information, as demonstrated by Recipient’s documents. Recipient will only use Discloser’s Confidential Information to exercise its rights or perform its obligations under this Agreement and will protect Discloser’s Confidential Information by using the same degree of care that Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure, or dissemination, but not less than a reasonable degree of care. Recipient will restrict access to Discloser’s Confidential Information to Recipient’s employees and Consultants who require such access in the course of their assigned duties and responsibilities and who have been informed of Recipient’s obligations of confidence and have agreed in writing to preserve confidentiality of such information under terms and conditions no less restrictive than those set forth herein, provided that Customer must not permit a competitor of Serac Technologies’ to access Serac Technologies’ Confidential Information without Serac Technologies’ prior express written approval. If Discloser’s Confidential Information is required to be disclosed under any law or judicial order, Recipient will (to the extent permitted by law) give Discloser prompt notice thereof and use its commercially reasonable efforts to seek or cooperate with Discloser in seeking a protective order at Discloser’s request and expense. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information may cause the other party irreparable harm and that such party will be entitled to seek injunctive relief in the event the other party does not fulfill its obligations under this Section.
6. INDEMNIFICATION.6.1 Intellectual Property Indemnification. Serac Technologies’ will indemnify, defend and hold harmless Customer from and against any third party claim brought against Customer alleging that Customer’s permitted use of the Subscription infringes any United States patent or trademark, or any copyright, or misappropriation a trade secret of a third party. If Customer's use of the Subscription is, or in Serac Technologies’ opinion is likely to be, enjoined due to the type of infringement specified above, Serac Technologies’ may, at its option and expense, obtain a license for the continued use of the Subscription or modify the Subscription to provide substantially equivalent functions and are no longer infringing, or, if neither of the foregoing alternatives are implemented, terminate Customer’s right to the allegedly infringing portion of the Subscription and refund to Customer any amounts prepaid for such Subscription for the period following such termination. This Section 6 states the entire liability of Serac Technologies’ with respect to any type of third party infringement claim.6.2 Customer Indemnification. Customer will indemnify, defend and hold harmless Serac Technologies’ from and against any claim brought against Serac Technologies’ arising out of a breach or an alleged breach by Customer of the provisions of the AUP.6.3 Mutual Indemnification. Each Party will indemnify and defend the other Party against any third party claims arising from the indemnifying Party’s gross negligence or willful misconduct.6.4 General Indemnification Terms. In case of any indemnified claim under this Section 6, the indemnified party will (a) give written notice to the indemnified party within thirty (30) days of becoming aware of an indemnified claim; (b) provide control of the defense of the claim to the indemnifying party, including the right to settle; provided however, that the indemnifying party will not settle any such suit or claim without the indemnified party’s prior written consent, which will not be unreasonably withheld or delayed; and (c) provide reasonable cooperation in the defense thereof.
7. WARRANTY.7.1 Mutual Representations and Warranties. Each Party represents and warrants that (a) it has the right and power to enter into this Agreement, and (b) an authorized representative has accepted this Agreement.7.2 Disclaimer of Warranties. EXCEPT AS PROVIDED IN THIS AGREEMENT, Serac Technologies’ MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. Serac Technologies’ does not warrant that the Subscription or the data stored through the use of the Subscription are not susceptible to intrusion, attack or computer virus infection.
8. LIMITATON OF LIABILITY.8.1 Liability Cap. IN NO EVENT WILL Serac Technologies’, Serac Technologies’ LICENSORS OR CONSULTANTS BE LIABLE UNDER ANY THEORY OF LIABILITY, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SUBSCRIPTION AND SERVICES GIVING RISE TO SUCH DAMAGES IN THE ONE (1) YEAR PERIOD PRIOR TO THE CLAIM.8.2 Disclaimer of Damages. IN NO EVENT WILL Serac Technologies’, Serac Technologies’ LICENSORS OR CONSULTANTS BE LIABLE, FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOST PROFITS EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
9. TERM AND TERMINATION.9.1 Term. You may notify us of your wish to cancel your subscription by contacting our Customer Care team, Customer Success Team or the Business Development Representative managing your subscription and account. Please note that a subscription can only be canceled in accordance with the dates in your contract, canceling prior to the expiry date in your contract will cancel the contract automatically renewing. This does not affect any outstanding balance due in accordance with the existing contract. Please email us at email@example.com with the following: “I/We hereby give notice that I/we cancel my/our subscription”.Please then include:1. The subscriber's full name (person on the billing information if different from the user)
2. The Account email address
3. The billing address or delivery address (Including postcode)
4. Your contact telephone numberIn order for us to cancel a subscription we must be notified at least one month (1 month) prior to the contract expiry date. In the event that this is not done, the contract will automatically renew and payment will be taken from you at the same frequency and price as the subscription originally agreed. If we receive a formal cancellation request after our required one month (1 month) period but before the renewal date then the renewal will go ahead and the renewed contract will be canceled two months (2 months) after the renewal date. All orders will automatically renew without notice. After the date of renewal and collection of payment by Serac Technologies Ltd, the client has 14 days to notify Serac Technologies Ltd to cancel the subscription renewal. If nothing objecting to the renewed subscription is received by Serac Technologies Ltd from the client within the first 14 days of the renewed subscription, then Serac Technologies Ltd is entitled to approve the renewal of the contract and billing will continue for the remainder of their renewed contract length. If the client objects to the renewal of the subscription after the renewal date, but before the 14 day period (as mentioned above), and once payment has been processed and received by Serac Technologies Ltd, then we will cancel the subscription two months (2 months) after the date that the client formally requests cancelation of their subscription by email. Serac Technologies Ltd will not process a refund for payments that have been processed.9.1.1 Term. This Agreement may be terminated by Serac Technologies’ if Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern. 9.2 Effect of Termination. Upon termination of this Agreement or termination of a Subscription or Service, as the case may be, Serac Technologies’ may immediately cease providing any such terminated Subscription or Service and Customer’s rights to use the affected Serac Technologies’ Technology, Serac Technologies’ Confidential Information, and other Serac Technologies’ materials (collectively “Materials”) will cease. Customer will immediately stop using such Materials and will return such Materials to Serac Technologies’, or destroy all copies thereof, except for reasonable electronic backup copies kept in the normal course of business that are subject to reasonable document destruction procedures. Upon termination of this Agreement, Serac Technologies’ will have no further obligation or liability hereunder and all fees due under the Agreement will become due and payable to Serac Technologies’ immediately upon such termination. The provisions of Sections 1, 3, 4, 5, 6.2, 6.3, 6.4, 7.4, 8, 9, and 10 will survive termination or expiration of the Agreement.
10. GENERAL.10.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all previous agreements or representations, whether oral or written. This Agreement may not be modified or amended, except in writing signed by an authorized representative of each party. Any ordering document (e.g., purchase order) that originates from Customer will not be binding on Serac Technologies’, and any accompanying terms and conditions are null and void. In the event of any conflict among the terms of this Agreement, an Order Form, or a SOW, the following order of precedence will apply: (1) Order Form; (2) Agreement; (3)SOW.10.2 Compliance with Laws. Serac Technologies’ agrees to comply with all laws applicable to Serac Technologies’ in the provision of Subscriptions and Services hereunder. Customer agrees to comply with all laws applicable to Customer in its receipt and use of Subscriptions and Services hereunder.10.3 Counterparts. This Agreement (including Order Forms) may be executed in counterparts, which together form one legal instrument. Any executed copy of this Agreement made by reliable means (e.g., photocopy, scan copy, electronic signature or facsimile) is considered an original.10.4 Notices. Notices under this Agreement will be in writing, signed and provided to the contact and address indicated in the Order Form, provided that a party may change such contact or address by written notice to the other party. All notices under this Agreement will be in writing and sent by (a) personal delivery, including confirmed scan delivered by email; (b) overnight courier; or (c) first class mail, certified or registered, return receipt requested. Notices to Serac Technologies’ will be addressed to the attention of: Chief Financial Officer.10.5 Publicity. Serac Technologies’ may identify Customer as a customer of Serac Technologies’. Serac Technologies’ may issue a press release announcing the relationship formed by the Agreement, which will provide to Customer for a period of review and comment prior to release. Serac Technologies’ may issue a press release announcing the results obtained by Customer from using the Subscription, subject to the prior approval of Customer, not to be unreasonably withheld or delayed.10.6 Headings. Headings are for reference purposes only and have no substantive effect.10.7 Assignment. In the event of Customer’s acquisition of, or merger with, a third party Customer may continue to use the Serac Technologies’ Technology and the obligations and rights of Customer under this Agreement will apply to, and may be exercised only in connection with, the operations of Customer as they existed on the date prior to the acquisition or merger. Customer may not otherwise assign this Agreement or otherwise transfer any rights hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Serac Technologies’. Any assignment or transfer in violation of this Section will be null and void. 10.8 Choice of Law. If you are a user whose principal address or principal use of seractech.co.uk occurs in the jurisdiction of the United Kingdom then these terms and conditions will be subject to English law. In this case, to the extent possible in the applicable jurisdiction, both you and we agree that the courts of England will (subject to the final paragraph in this Section) have non-exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these terms and conditions.10.9 Dispute Resolution. Any dispute between the parties arising out of this Agreement will be first submitted to senior management of both parties for a good faith attempt at amicable resolution. If the parties cannot settle the dispute within thirty (30) days after such meeting of senior management, the dispute will be mediated in confidential mediation proceedings by a mutually acceptable mediator to be chosen by Serac Technologies’ within thirty (30) days after written notice by either party demanding mediation. Serac Technologies’ and Customer will equally share costs of the mediation. The use of any of the above-mentioned procedures will not be construed under the doctrines of laches, waiver, or estoppel to affect the rights of either party adversely. Nothing in this Section will prevent Serac Technologies’ from collecting fees due under Section 3, nor will it prevent either party from resorting to judicial proceedings, if (a) good faith efforts to resolve the dispute under these procedures have been unsuccessful; (b) the claim or dispute involves intellectual property rights; or (c) interim relief from a court is necessary to prevent serious and irreparable injury to that party or to others.10.10 Force Majeure. Except for Customer’s payment obligations, neither party will be liable to the other party for any delay or failure of Serac Technologies’ to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of such other party. Such causes include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by Customer in providing required resources or support or performing any other requirements hereunder.10.11 Independent Contractor. Serac Technologies’ is an independent contractor and nothing in this Agreement will be deemed to make Serac Technologies’ an agent, employee, partner or joint venture of Customer. Serac Technologies’ will have no authority to bind, commit, or otherwise obligate Customer in any manner whatsoever.10.12 Nonsolicitation. During the term of this Agreement and for a period of two (2) years thereafter, Customer agrees not to hire, solicit, nor attempt to solicit, the services of any employee of the Serac Technologies party or Consultants of Serac Technologies’ without the prior written consent of such other party. Customer further agrees not to hire, solicit, nor attempt to solicit, the services of any former employee of the other party or former Subcontractor of Serac Technologies’ for a period of one (1) year from such former employee’s or Consultants last date of service with such other party. Violation of this provision will entitle aggrieved party to liquidated damages against the other party equal to two hundred percent (200%) of the solicited person’s gross annual compensation.10.13 Third Parties. Serac Technologies’ will have the right to use Consultants in performance of its obligations and services hereunder and, for purposes of this Agreement, all references to Serac Technologies’ or its employees shall be deemed to include such Consultants.10.14 No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.10.15 Severability and Reformation. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision will be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation. The Parties have accepted this Software Subscription Agreement by the signing of any Order Form(s) referencing it with a timestamp and IP address detailed below.
1. Electronic Signature.1.1 Electronic Signature. Each othe parties hereto agrees that the transaction consisting of this Agreement (and, to the extent permitted under applicable law, each officer’s certificate, receipt or similar closing document delivered in connection with the closing of this transaction) may be conducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this Agreement (or, if applicable, such closing document) using an electronic signature, it is signing, adopting, and accepting this Agreement or such closing document and that signing this Agreement or such closing document using an electronic signature is the legal equivalent of having placed its handwritten signature on this Agreement or such closing document on paper.1.2 Handwritten alternative. If the Customer would like a hard copy please ask and Serac Technologies will supply this to be signed by hand. 1.3 Consent to sign. By accepting these terms and conditions and before making payment the Customer has given their consent to agree to electronic signing and providing an e-signature.
Changes to Terms and Conditions
These terms and conditions were published on 17 November 2020 and replace with immediate effect the terms and conditions previously published on 14th October 2020.