1. Definitions and Interpretation
In these Terms, "Seamium," "we," "our," and "us" means Seamium Ltd and its affiliates that provide the Services. "Services" means our websites, applications, APIs, dashboards, software, models, technical support, and related documentation. "Customer" means the legal entity or individual that accepts these Terms. "User" means any person authorized by a Customer to access the Services. "Customer Data" means information, content, or materials submitted to the Services by or for Customer. "Order" means an order form, purchase flow, or subscription confirmation that identifies commercial terms. Headings are for convenience and do not limit interpretation.
2. Acceptance of Terms
By accessing or using the Services, Customer agrees to these Terms and all documents referenced in them. If an individual accepts on behalf of an organization, that individual represents that they have authority to bind that organization. If Customer does not agree, Customer must not access or use the Services. For paid subscriptions or enterprise services, an executed Order or master agreement controls where it conflicts with these website Terms.
3. Eligibility, Authority, and Registration
Customer must be legally capable of entering a binding contract and must provide accurate account and billing details. Customer will promptly update information that becomes inaccurate. We may request additional verification for identity, business legitimacy, payment method ownership, or security reasons.
4. Service Scope and Commercial Purpose
Seamium provides software and operational tools designed to support planning, monitoring, and optimization workflows. The Services are offered for professional and commercial use. Unless expressly stated in writing, the Services do not constitute legal advice, tax advice, financial advice, engineering certification, utility brokerage, or guaranteed business outcomes.
5. Account Security and Access Controls
Customer is responsible for provisioning users, assigning permissions, and maintaining appropriate credential hygiene. Customer must keep login credentials confidential and must promptly notify us of suspected unauthorized access. Customer is responsible for actions taken through its accounts, including activity by employees, contractors, or agents.
6. Customer Responsibilities and Compliance
Customer is responsible for its own business decisions, deployment architecture, legal compliance, safety controls, and internal governance. Customer must use the Services in compliance with applicable laws, regulations, contracts, and rights of third parties. Customer is responsible for obtaining required consents and notices related to Customer Data submitted to the Services.
7. Acceptable Use and Restrictions
- Do not use the Services for unlawful, harmful, fraudulent, or deceptive activity.
- Do not interfere with platform integrity, service availability, or security mechanisms.
- Do not attempt unauthorized access to any account, system, network, or data.
- Do not reverse engineer, copy, scrape, benchmark, or create competing products from non public parts of the Services except where law does not permit restriction.
- Do not upload malicious code, malware, or content that infringes intellectual property or privacy rights.
8. Customer Data and Instructions
Customer retains ownership of Customer Data. Customer grants Seamium a non exclusive, worldwide, limited license to host, process, transmit, and display Customer Data solely as needed to provide, secure, and improve the Services under these Terms and Customer instructions. Customer warrants it has rights and permissions necessary for this processing. Customer is responsible for backup and retention choices unless a specific backup commitment is included in an Order.
9. Privacy and Security Practices
Our processing of personal data is described in the Privacy Policy and, where applicable, a data processing agreement. Seamium implements technical and organizational safeguards appropriate to the nature of the Services. No system is completely secure, and Customer acknowledges that security incidents can occur despite reasonable controls.
10. Third Party Services and Integrations
The Services may interoperate with third party platforms, devices, or data sources. Seamium is not responsible for third party products, terms, availability, or security practices. Customer's use of third party services is governed by the relevant third party terms. Seamium may disable an integration when required for security, legal, or technical reasons.
11. Beta Features and Early Access
We may offer beta, preview, or early access features. These features may be incomplete, may change materially, and may be subject to reduced support levels. Unless otherwise stated in writing, beta features are provided without service level commitments and may be discontinued at any time.
12. Fees, Billing, and Taxes
Fees, usage metrics, billing cycles, and payment terms are set out in the applicable Order. Fees are due in the currency and timing stated in the Order and are generally non refundable except as required by law. Customer authorizes Seamium or its payment processors to charge approved payment methods. Customer is responsible for applicable taxes, duties, and governmental charges, excluding taxes based on Seamium net income.
13. Confidentiality
Each party may receive confidential information from the other. The receiving party will protect confidential information using reasonable care, use it only for permitted purposes, and not disclose it except to personnel and professional advisers with a need to know and confidentiality obligations. Confidentiality obligations do not apply to information that is public without breach, independently developed, rightfully received from another source, or required to be disclosed by law.
14. Intellectual Property Rights
Seamium and its licensors retain all rights, title, and interest in and to the Services, including software, models, interfaces, designs, documentation, trademarks, and related intellectual property. Subject to these Terms and payment of applicable fees, we grant Customer a limited, non transferable, non sublicensable, revocable right to access and use the Services during the active subscription term for internal business purposes.
15. Feedback and Usage Insights
If Customer provides suggestions, comments, or ideas regarding the Services, Seamium may use them without restriction or compensation. Seamium may generate aggregated and de identified usage insights for analytics, security, and service improvement, provided these insights do not identify Customer as the source.
16. Service Changes and Availability
We may modify, update, or improve features, interfaces, and technical requirements to maintain security, compliance, and product performance. We aim for high availability but do not guarantee uninterrupted or error free operation. Planned maintenance, emergency maintenance, and events outside our reasonable control may affect service availability.
17. Suspension and Termination
Seamium may suspend access where reasonably necessary to prevent security harm, address legal requirements, investigate suspected misuse, or resolve material payment delinquency. Either party may terminate for material breach not cured within a reasonable notice period where required by contract or law. Upon termination, Customer access rights end, and each party may retain or delete data as required by law, contract, and documented retention policies.
18. Disclaimers
Except as expressly stated in a signed agreement, the Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Seamium disclaims implied warranties, including merchantability, fitness for a particular purpose, non infringement, and uninterrupted availability. Customer is responsible for validating that the Services meet its operational and regulatory needs.
19. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility of such damages. Seamium aggregate liability arising out of or related to the Services will not exceed the amounts paid or payable by Customer for the affected Services during the twelve months before the event giving rise to liability. These limits apply regardless of legal theory and do not limit liability that cannot be excluded under applicable law.
20. Indemnification
Customer will defend and indemnify Seamium and its affiliates, officers, directors, and employees against third party claims arising from Customer Data, Customer misuse of the Services, or Customer violation of law or these Terms. Seamium will promptly notify Customer of claims subject to indemnification and provide reasonable cooperation at Customer expense. Customer may not settle a claim in a way that imposes obligations on Seamium without Seamium prior written consent.
21. Export Controls and Sanctions
Customer must comply with applicable export control and sanctions laws, including restrictions on destinations, parties, and end uses. Customer represents that it is not prohibited from receiving the Services under applicable trade restrictions and will not provide access in violation of those restrictions.
22. Governing Law and Dispute Resolution
These Terms are governed by the law identified in the applicable Order or written agreement. If no governing law is specified, these Terms are governed by the laws of the jurisdiction of Seamium principal place of business, without regard to conflict of law principles. The parties will first attempt to resolve disputes through good faith business discussions before pursuing formal remedies.
23. Changes to These Terms
We may update these Terms from time to time to reflect legal, operational, or product changes. Material updates will be posted on this page with a revised effective date. Continued use of the Services after an updated effective date constitutes acceptance of the updated Terms. If Customer does not agree to updates, Customer must stop using the Services.
24. General Provisions and Contact
These Terms, together with any applicable Order and incorporated policies, form the entire agreement regarding the Services and supersede prior discussions on the same subject matter. Failure to enforce a provision is not a waiver. If any provision is held unenforceable, the remaining provisions remain in effect. Customer may not assign these Terms without Seamium prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. For legal notices or questions, contact [email protected].