Terms and conditions

OUR TERMS

1. DEFINITIONS

When the following words with capital letters are used in these Terms, this is what they will mean:

Order: your order for our Services [as set out in your order form];
- Product: the product We create for you as a result of the Services, as set out in the Order;
- Services: the services that We are providing to you as set out in the Order;
- Terms: the terms and conditions set out in this document; and
- We/Our/Us/Supplier: See-blue Marketing Ltd, 15-17 Liberty House, Greenham Business Park, Greenham, Thatcham, RG19 6HS.

When We use the words “writing” or “written” in these Terms, this will include e-mail unless We say otherwise.

2. OUR CONTRACT WITH YOU

These are the terms and conditions on which We supply Services to you.

Please ensure that you read these Terms carefully, and check that the details on the Order and in these Terms are complete and accurate, before you sign the Order. If you think that there is a mistake, please contact Us to discuss.

If any of these Terms conflict with any term of the Order, the Order will take priority.

3. CHANGES TO ORDER OR TERMS

We may revise these Terms from time to time in the following circumstances:

changes in how We accept payment from you;
- changes in relevant laws and regulatory requirements.

If We have to revise these Terms under clause 3.1, We will give you at least 30 days written notice of any changes to these Terms before they take effect. You can choose to cancel the contract in accordance with clause 8.1.

You may make a change to the Order for Services at any time before the start date for the Services by contacting Us. Where this means a change in the total price of the Services,

We will notify you of the amended price in writing. You can choose to cancel the Order in accordance with clause 8 in these circumstances.

If you wish to cancel an Order before it has been fulfilled, please see your right to do so in clause 8.

4. PROVIDING SERVICES

We will supply the Services to you from the date set out in the Order, the date agreed between Us in writing or until the estimated completion date set out in the Order.

We will make every effort to complete the Services on time.

We reserve the right to sub-contract the fulfilment of an order or any part thereof.

We will need certain information from you that is necessary for Us to provide the Services, for example, the content and data necessary to complete the task specified in the Order. We will contact you about this. If you provide Us with incomplete or incorrect information, We may make an additional charge of a reasonable sum to cover any extra work that is required. We will not be liable for any delay or non-performance where you have not provided this information to Us after We have asked.

We may have to suspend the Services if We have to deal with technical problems. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency.

If you do not pay Us for the Services when you are supposed to as set out in clause 6.3, We may suspend the Services and documents with immediate effect until you have paid Us the outstanding amounts (except where you dispute an invoice under clause 6.5). We will contact you to tell you this. This does not affect Our right to charge you interest under clause 6.4.

All documentation and materials created specifically for You, the customer, remain copyrighted to Seeblue Marketing until settlement of the relevant invoice upon which they will be transferred to You.

Bespoke methodologies used by Us will continue to remain the property of Seeblue Marketing.

Unallocated budget can be held with Seeblue for a maximum period of 6 months. After which time it will be considered null and void.

5. IF THERE IS A PROBLEM WITH THE SERVICES

In the unlikely event that there is any technical issue with the Services:

please contact Us and tell Us as soon as reasonably possible;
- please give Us a reasonable opportunity to repair or fix any issue; and

You will not have to pay for Us to repair or fix a defect that is within our control, with the Services or Productunder this clause 5.1.

Whilst Seeblue will make every reasonable effort to support you, Seeblue cannot be held responsible for technical faults caused by 3^rd party software that are outside of our control.
- As a customer, you have legal rights in relation to Services not carried out with reasonable skill and care. Advice about your legal rights is available from your local Trading Standards office. Nothing in these Terms will affect these legal rights.

6. PRICE AND PAYMENT

All quotes/estimates are valid for 30 days from the date of submission.

Quotes/estimates are based on the information provided by the You, including but not limited to detail on quantities, structure, scope and functionality. Any quote/estimate may therefore be subject to change should your requirements change at any time.

Unless otherwise stated, travel costs, photography and stock images will be charged extra.

The price of the Goods and/or the Services will be set out when We confirm your Order. Our prices may change at any time, but price changes will not affect Orders that We have confirmed with you.
- These prices are exclusive of VAT. All VAT charges will be clearly stated in the Order.

All payments must be in GBP unless otherwise agreed by the parties in writing.

Where We are providing Services to you, if We require you to make an advance payment for the provision of Services this will be set out in writing in your Order. Your rights to a refund on cancellation are set out in clause 8. We will invoice you for the balance of the Services on or any time after We have performed the Services, or, at intervals as set out in writing in your Order. Each invoice will quote the Order number. You must pay each invoice in cleared monies within 30 calendar days at the date of invoice.

For contracts/orders that include Software, Licence Fees must be received in full on receipt of invoice prior to work starting. Minimum contract periods apply and will be set out in the Order. Licences will automatically renew every 6 months until such time as a minimum of 4 weeks written notice is received from the Client. If the contract is not renewed, access to all Software will terminate.

If you do not make any payment due to Us by the due date for payment, a one-off administration fee of £150 will be due (and will apply to each respective late payment/invoice), in addition interest will be payable on the overdue amount at the rate of 8% a year above the base lending rate of the Bank of England from time to time. This

interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.

However, if you dispute an invoice in good faith and contact Us to let Us know promptly after you have received an invoice that you dispute, clause 6.9 will not apply for the period of the dispute.

7. OUR LIABILITY TO YOU

Nothing in these Terms shall limit or exclude our liability for:
death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
fraud or fraudulent misrepresentation.
breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
defective products under the Consumer Protection Act 1987; or
any matter in respect of which it would be unlawful for us to exclude or restrict liability.
- Except to the extent expressly stated in clause 7.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
- Subject to clause 7.1:
we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise:
- Where such claim is covered by our professional indemnity insurance shall be limited to

£2,000,000;

in each contract year where such liability is not covered by our professional indemnity insurance shall not exceed the cap. The contract year is the 12-month period commencing with the start date of the contract or any anniversary or it. The cap means the total fees paid for the Product or Service (as applicable).

8. YOUR RIGHTS TO CANCEL AND APPLICABLE REFUND

Before We begin to provide the Services, you have the following rights to cancel an Order including where We change these Terms under clause 3.1 to your material disadvantage:

You may cancel any Order for Services up to the point the Contract is signed. We will confirm your cancellation in writing to you.

If you cancel an Order under clause 8.1(a) and you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.

However, if you cancel an Order for Services and We have already started work on your Order by that time, you will pay Us any costs We reasonably incurred in starting to fulfil the Order, and this charge will be deducted from any refund that is due to you or, if no refund is due to you, invoiced to you. We will tell you what these costs are when you contact Us. However, where you have cancelled an Order because of Our failure to comply with these Terms you do not have to make any payment to Us.

Software Licence payments, once made, are non-refundable.

Once We have begun to provide the Services to you, you may cancel the contract for the Services at any time by providing Us with at least 30 calendar days’ notice in writing. Any advance payment made for Services that have not been provided will be refunded to you, unless the payment relates to software which is non-refundable.

Once We have begun to provide the Services to you, you may cancel the contract for Services with immediate effect by giving Us written notice if:
- We break this contract in any material way and We do not correct or fix the situation within 7 days of you asking Us to in writing;

We go into liquidation or a receiver or an administrator is appointed over Our assets;

We change these Terms under clause 3.1 to your material disadvantage;

9. OUR RIGHTS TO CANCEL AND APPLICABLE REFUND

If We have to cancel an Order for Services before the Services start and you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.

Once We have begun to provide the Services to you, We may cancel the contract for the Services at any time by providing you with at least 14 calendar days’ notice in writing. If you have made any payment in advance for Services that have not been provided to you, We will refund theseamounts to you.

We may cancel the contract for Services at any time with immediate effect by giving you written notice if:

you do not pay Us when you are supposed to as set out in clause 6.7. This does not affect Our right to charge you interest under clause 6.9; or

you break the contract in any other material way and you do not correct or fix the situation within 7 days of Us asking you to in writing.

10. INFORMATION ABOUT US AND HOW TO CONTACT US

We are a Limited Company established in England and Wales. Our trading address is 15-17 Liberty House, Greenham Business Park, Greenham, Thatcham, RG19 6HS.

If you have any questions, please contact Us by emailing Us at info@see-blue.co.uk

If you wish to contact Us in writing, or if any clause in these Terms requires you to give Us notice in writing (for example, to cancel the contract), you can send this to Us by e-mail to info@see-blue.co.uk or by post to 15-17 Liberty House, Greenham Business Park, Greenham, Thatcham, RG19 6HS. We will confirm receipt of this by contacting you in writing. If We have to contact you or give you notice in writing, We will do so by e-mail, by hand, or by pre-paid post to the address you provide to Us in the Order.

11. HOW WE MAY USE YOUR PERSONAL INFORMATION

We will use the personal information you provide to Us to:

provide Services;

process your payment for such Services; and

inform you about similar products or services that We provide, but you may stop receiving these at any time by contacting Us.

We will not give your personal data to any third party. From time to time, we may use AI tools to support note taking and record in meetings.

In any event, the parties will comply with all applicable requirements of the Data Protection Legislation.

The Parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and the Supplier is the data processor and controller and processor shall have the meanings as defined in Articles 4(7) and 4(8) respectively of the GDPR.

Without prejudice to the generality of this clause, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of these Terms. The Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under these Terms:

process that Personal Data only on the written instructions of the Client unless the Supplier is required by Data Protection Legislation to otherwise process that Personal

Data. Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Client of this before performing the processing required by the Data Protection Legislation unless the Data Protection Legislation prohibits the Supplier from so notifying the Client;

ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

The Client consents to the Supplier appointing a third-party processor of Personal Data under these Terms. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause. As between the Client and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processorappointed by it pursuant to this clause.

Either Party may, at any time on not less than 30 days’ notice, revise this clause by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to these Terms).

12. OTHER IMPORTANT TERMS

This contract is between you and Us. No other person shall have any rights to enforce any of its terms.

All quotes/estimates, briefs and other Client/Agency documents are commercially confidential and may not be disclosed to third parties without prior written agreement.

Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

If We fail to insist that you perform any of your obligations under these Terms, or if We do not enforce Our rights against you, or if We delay in doing so, that will not mean that We have waived Our rights against you and will not mean that you do not have to comply with those obligations. If We do waive a default by you, We will only do so in writing, and that will not mean that We will automatically waive any later

default by you.

These Terms are governed by English law. You and We both agree to submit to the nonexclusive jurisdiction of the English courts. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.