Terms & Conditions

1. Interpretation

1.1 These Terms and Conditions regulate the rights and obligations between SEEN and the Client and are accepted and have binding effect as of the Effective Date. It is explicitly agreed and understood that any standard terms of the Client are waived and shall not apply between the Parties.

1.2 SEEN and the Client may each be referred to as a “Party” and collectively as the “Parties”.

1.3 The Client shall be responsible for ensuring the accuracy of the terms of any Order Form and shall be solely responsible for its selection and composition of the Platform in any such Order Form and the fitness of the Platform for any particular purpose.

1.4 In the event that the Client elects to order additional functionality, features and/or services offered by SEEN, the Parties will enter into a new or amended Order Form specifying such new version and/or such additional functionality, features and/or services and the additional Fees to be paid.

1.5 In the event of any conflict or inconsistency between the provisions of these Terms and an Order Form, the Order Form shall prevail.

2. Definitions

2.1 In this Agreement, the following words and expressions shall have the following meaning unless the context otherwise requires:

a) "Affiliated Company" means, in relation to each Party, the end client, or a production company or agency or any other company  permitted by both Parties to act on behalf of a Party, or a company which either directly or indirectly owned or controlled by that Party, or is under the common direct or indirect ownership or control of that Party or which directly or indirectly owns or controls that Party, but only for so long as such ownership or control exists and only to the extent such company is involved or affected by the Client’s use of the Platform. The term “control”, for the purpose of this definition, shall mean direct or indirect ownership of more than 50% of the issued voting equity share capital;

b) "Agreement" means these Terms, the appropriate Order Form and Offer, the Data Processing Agreement and/or Privacy Policy, and any schedules or amendments hereto.

c) "Client" means the client entity specified in the Order Form.

d) "Client Data" means the digital data, text, images, audio, video, form entries, clicks or similar content, including personal data, provided by the Client and/or its Affiliated Companies for use with the Platform.

e) "Confidential information" means any and all information disclosed, furnished or communicated (whether orally or in writing, text, drawings, photographs, graphics, designs, plans or any other form whatsoever) by or on behalf of a Party to the other Party, hereunder information concerning or belonging to the disclosing Party, its properties or business, or information proprietary to a Third Party for which the disclosing Party has provided services or products to, including, but not limited to, the goodwill of any business symbolised thereby, technical information, financial data, product and service costs, prices, profits and sales, client or employee relationships and any Intellectual Property Rights or any other Confidential Information or proprietary aspects of the business of the disclosing Party, which has been or will be supplied to the receiving Party in the fulfilment of the Agreement or otherwise, including any information which the receiving Party has reason to believe to be Confidential Information, or which the disclosing Party treats as being Confidential Information.

f) "Effective Date" means the signature date of the relevant Order Form.

g) “Initial Term” means the initial term specified in the applicable Order Form.

h) "Invoice Date" means the date on which SEEN invoice the Client. Unless otherwise agreed in the Order Form, SEEN may invoice the Client at the earliest on the Effective Date.

i) "Fees" means all fees for the Platform as set forth in the relevant Order Form, including, without limitation, any one-time fees, Platform Fees, or other fees payable by the Client pursuant to the terms of the Agreement.

j) "Intellectual Property Rights" means all rights, privileges and priorities provided under applicable supranational, national, federal, state or local law, rule, regulation, statute, ordinance, order, judgement, decree, permit, franchise, licence, or other government restriction or requirement of any kind relating to intellectual property, whether registered or unregistered, in any country, including without limitation: the Platform, any copyright, copyrightable works, database rights and related items, rights in designs, domains names, trade secrets, trademarks, service marks, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, moral rights, inventions, software, utility certificates, utility models, patents, patent applications (including any patent that in the future may be issued in connection therewith and all divisions, combinations, continuations, continuations-in-part, extensions, additions, registrations, confirmations, re-examinations, supplementary protection certificates, renewals or reissues thereto or thereof), rights in Confidential Information (including know-how and trade secrets) and any other intellectual property right or proprietary right recognised in any country or jurisdiction in the world, whether registered or not, and whether in existence as of the Effective Date or arising or recognised thereafter and all applications and registrations thereof, whether wholly or partly developed, and/or used and/or owned by a Party.

k) "Offer" means the offer delivered by SEEN and accepted by the Client.

l) "Order Form" means the SEEN ordering document that identifies the specific Client and Platform ordered by the Client, which both Parties have signed.

m) "Personal Data" shall have the meaning set out in GDPR Article 4 (1).

n) "Personalisations" shall mean the video content and any individualised creative elements required for the Personalised Video.

o) "Personalised Video" means a personalised video delivered on or through a landing page, website, application or other forms of media.

p) "Subscription Fees" means the fees payable by the Client for the Subscription as specified in the Order Form.

q) "renewal term" means a successive period of equal length to the Initial Term during which a Subscription automatically continues unless either party gives written notice of non-renewal as stated in clause 4.4 or otherwise agreed in the order form.

r) "SEEN" means the SEEN entity specified in the Order Form.

s) "Platform" means SEEN’s cloud-based platform and related services, as further described in the applicable Order Form, which enable the Client to create, personalise, host, and make available unique video content via personalised access links. The Platform may include associated features such as analytics, integrations, and professional services, but excludes any Third Party Products.

t) "Subscription" means ongoing engagements for the provision of the Platform that commences upon the Subscription Date and expires when terminated in accordance with the Agreement.

u) "Subscription Date" means the date on which the Client’s subscription commences. Unless otherwise agreed in the Order Form, the Subscription Date shall commence at the Effective Date.

v) "Term" means the period from the Effective Date and until expiry of the Agreement or the termination by either Party thereof.

w) "Terms" means these Terms and Conditions.

x) "Third Party" means a party other than the Parties to this Agreement.

y) "Third Party Products" means products or services provided by a Third Party which may be embedded in or which interoperates with the Platform.

3. Remuneration

3.1 Unless otherwise stated in the Order Form, the Fees are quoted in Norwegian kroner (NOK). All prices and charges are exclusive of any applicable value added tax or excise duties. If the Client is required to deduct or withhold any tax or duty, the Client must pay the amount deducted or withheld as required by law and pay SEEN an additional amount so that SEEN receives payment of the Fees in full as if there were no deduction or withholding.

3.3 Fees for technology and/or additional services are invoiced in full, unless otherwise agreed.

3.4 The Client may integrate with the Platform using SEEN’s existing AP’Is or by uploading data files (e.g. CSV) directly to the Platform. SEEN does not undertake to adapt or develop custom functionality or integrations for individual Clients, unless expressly agreed in writing in a separate Order Form.

3.5 SEEN shall host the Personalised Videos created through the Platform. Each Personalised Video is retained for a default period of thirty (30) days from its date of creation. The Client may request SEEN to retain the video for up to ninety (90) days.. This retention period applies on a per-video basis and does not affect the overall duration of the Client’s campaign(s). If the Client requires hosting of Personalised Videos beyond ninety (90) days, such extended hosting shall be subject to additional Fees as set out in the Order Form.

3.6 The Client, and the Client’s appointed production company or agency (where relevant), are solely responsible for recording and delivering the Personalisations. All Personalisations must be agreed with SEEN prior to the Client commencing production. Content must be delivered in accordance with the technical guidelines set out in SEEN’s documentation available at https://docs.seen.io. SEEN does not provide production services as part of the Platform; however, if expressly set out in the applicable Order Form, the Client may engage SEEN’s professional services team to support with Studio projects or related creative services.

3.7 Additional work ordered by the Client shall be charged at the standard rate applicable at the time of the request. This cost shall be clearly communicated to and accepted by the Client in writing before the additional work is performed. Professional services are billed at the rates set out in the Order Form or SEEN’s then-current rate card and shall be delivered against a mutually agreed scope.

3.8 If the Client requests SEEN to provide accelerated onboarding or campaign launch support resulting in delivery of the Platform within twenty-one (21) days of the Effective Date, additional Fees will apply, as further described in the Order Form.

3.9 Platform Fees become due upon the Effective Date and upon the date of renewal for each subsequent renewal of the Subscription.

3.10 Fees are non-refundable, unless otherwise expressly agreed.

3.11 The Client is required to provide all necessary invoice information in a timely manner. Notwithstanding the timing of the Client’s provision of invoicing information, including but not limited to purchase order numbers or similar references, the billing cycle and due dates shall remain unaffected and as stipulated in the Order Form. As such, SEEN is entitled to adjust due dates in invoices to correspond to the billing cycle and any delayed invoicing information form the Client.

3.12 SEEN retains the right to adjust the Fees annually due to inflation, currency fluctuations, changes in excise duties, changes in subcontractors’ prices, increase in the retail price index (the main index) of Statistics Norway (with the initial reference index value being the index value for the month in which the Agreement was formed) and increased cloud costs outside of SEEN’s control, without prior notice to the Client. SEEN shall however provide the Client with 90 days prior notice of Fee adjustments exceeding 10 per cent. Changes in pricing will not have a retroactive effect for parts of the Platform that has already been delivered.

3.13 If the Client fails to pay any Fees by its due date, SEEN may suspend access to the Platform until payment is received in full. SEEN shall also be entitled to charge interest on overdue Fees at the lower of (i) eight percent (8%) per annum, or (ii) the maximum rate permitted by applicable law. Any suspension of the Platform pursuant to this clause shall not relieve the Client of its payment obligations, and SEEN shall not be liable for any loss or damage suffered by the Client as a result of such suspension.

3.14 All payments under this Agreement shall be made by electronic bank transfer to SEEN’s designated account, as specified on the invoice, in the currency stated in the Order Form and net of any bank or transfer charges, unless otherwise agreed in writing by SEEN.

3.15 Unless expressly stated in the Order Form, any committed volumes (including, without limitation, videos, rendering minutes, or similar usage quotas) apply only to the then-current billing period of the Subscription and do not roll over. Fees for committed volumes are non-refundable and due in full, regardless of actual usage in the period.

3.16 The Subscription includes the number of user seats stated in the Order Form. Additional seats may be purchased at the then-current list price or as set out in the Order Form.

4. Term and Termination

4.1 This Agreement enters into force at the Effective Date.

4.2 One-time orders have no ongoing obligations beyond what is specifically agreed, however, the Client has the option to expand the number of the Personalised Videos for a Fee.

4.3 SEEN shall deliver the Platform within the specified progress plan, subject to the Client meeting its deadlines.

4.4 Each Subscription shall remain in effect for the Initial Term. Unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the Initial Term (or any subsequent Renewal Term), the Subscription will automatically renew for a new Renewal Term, unless otherwise agreed in the Order Form. If the Client confirms renewal of the Subscription in writing (including by e-mail) prior to the renewal date, the Subscription shall be considered renewed irrespective of any subsequent contradictory notice.

4.5 Any minimum spend commitments or volume commitments set out in the applicable Order Form shall apply during the Initial Term and shall automatically apply to each Renewal Term on the same basis, unless otherwise expressly agreed in writing..

4.6 Either Party may terminate a Subscription for convenience only where expressly agreed in the Order Form. If SEEN terminates for convenience, SEEN shall refund the Client any prepaid Platform Fees covering the period after the effective date of termination.

5. Client Data

5.1 The Client shall retain all rights to the Client Data.

5.2 SEEN shall only use the Client Data in accordance with this Agreement and otherwise in order to fulfil its obligations to the Client and/or to exercise its rights under this Agreement.

5.3 Upon the expiry of the Term, the Client will no longer have access to the Platform or any Client Data contained therein. Upon request received within thirty (30) days after expiry or termination, SEEN will make available to the Client a one-time export of statistical data from the dashboard analytics page of the Platform in a standard, industry-format. After such period, SEEN will commence deletion as described above. At such time, SEEN will delete and destroy any Client Data that it has not anonymised without undue delay. Notwithstanding anything to the contrary, SEEN will purge any Client Data preserved in SEEN’s automated electronic backup system in accordance with SEEN’s at all times applicable backup retention policy.

5.4 The Client acknowledges that SEEN cannot guarantee the security of the Internet and the possibility of interception or corruption of Client Data transmitted from the Client to SEEN.

5.5 Nothing in this Agreement shall restrict SEEN’s right to collect and analyse aggregated, anonymised, and other non-personal information generated through the Client’s use of the Platform, provided that such information has been irreversibly anonymised so that it no longer constitutes Personal Data as defined by Article 4 of the GDPR. SEEN may use such information for purposes including operating, maintaining, and improving the Platform, developing product insights, and publishing aggregated benchmarks, trends, or marketing materials. For the avoidance of doubt, SEEN shall not disclose any Client-identifiable data or results to third parties without the Client’s prior written consent.

5.6 The Client acknowledges and agrees that all Client Data is processed by SEEN on an “as is” basis. The Client is solely responsible for the accuracy, quality, completeness, and legality of all Client Data provided for use with the Platform. SEEN disclaims all liability for any errors, inaccuracies, or discrepancies in the Client Data, and for any resulting personalised Videos or content generated by the Platform on the basis of such Client Data.

5.7 5.7 The Client further represents and warrants that it holds all necessary lawful bases, rights, licences, and permissions to provide any Client Data, images, audio, video, or other content for use in connection with the Platform, to share such Client Data with SEEN and allow SEEN to process the same, and that such use complies with all applicable laws, regulations, and Intellectual Property Rights.

6. Intellectual Property Rights

6.1 Each Party shall retain ownership of any Intellectual Property Rights that it has developed (including rights that have been developed on behalf of the Party), or that it independently develops (or is developed on its behalf).

6.2 Except as prescribed in this Agreement, neither Party grants to the other by implication, estoppels nor otherwise any right, title, licence, interest or other ownership rights in any of its Intellectual Property Rights or Confidential Information owned or controlled by the disclosing Party. Subject to timely payment and adherence to the terms and conditions of this Agreement, SEEN grants to the Client a non-exclusive, non-perpetual, non-transferable and revocable right to use the Platform during the Term. The Client’s right of use is limited to the use reasonably considered necessary for obtaining reasonable functionality from the features in the Platform and the Agreement. Any rights not expressly granted herein are reserved by SEEN.

6.3 The Client may not modify, enhance, improve, remove, delete, amend, augment, reverse engineer, decompile, or disassemble the Platform or attempt to discover its code and/or underlying structure, ideas or algorithms, nor rent, loan, lease, sell or otherwise transfer to or permit use by any Third Party. Furthermore, the Client may not amend the Platform in any way, hereunder perform modifications, enhancements or improvements to the Platform or facilitate other products or services that are derived thereof.

6.4 Neither Party shall remove or otherwise alter any of the other Party’s trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed or attached to Confidential Information, Intellectual Property Rights or any parts thereof.

6.5 SEEN encourages suggestions, recommendations, improvement or enhancement requests or other feedback regarding the Platform, including ideas for new promotions, products, technologies, concepts, know-how, techniques or processes. For the sake of avoiding any potential misunderstandings or disputes regarding ownership of such content matter, the Client acknowledges that SEEN will own all such content matter and hereby makes and/or undertakes to make all assignments and take all reasonable acts necessary to accomplish the foregoing assignment to and ownership by SEEN.

6.6 In the event that any Intellectual Property Rights (including without limitation results of inventions, designs, discoveries, improvements, concepts, techniques, processes and know-how, whether or not patentable) arises or is created during the Term or as a result of the Client’s use of the Platform under the same, whether by SEEN or the Client individually or jointly, it is hereby acknowledged and agreed that all such Intellectual Property Rights, the right to file applications for the protection thereof (including without limitation applications for patent, utility model, design patent, registered design and copyright) in any country, and all Intellectual Property Rights and other rights arising therefrom, shall be the sole and absolute property, in equity and law, of SEEN.

6.7 A Party shall immediately inform the other of an infringement or suspected infringement of this Agreement or the Party’s Intellectual Property Rights or the intangible rights. The rights holding Party shall not be obliged to defend its rights. If, however, such Party decides to defend its rights the other Party shall, without any extra cost and at the request of the rights holding Party, give reasonable assistance for the purpose of contesting any claim or demand made or action brought against a Party.

7. Confidentiality

7.1 The Parties agree to keep and procure to be kept strictly confidential all Confidential Information. Furthermore, Confidential Information shall not be used by the Parties for any purpose other than fulfilling its obligations under and complying with the Agreement.

Each Party agrees that it shall use at least the same degree of diligence to protect the Confidential Information as it uses to protect its own confidential and sensitive information, being no less than a reasonable level of diligence. 

7.3 The Parties shall only reveal Confidential Information to employees or other persons engaged to whom disclosure is necessary for them to perform their duties for the purpose of the Agreement and provided that they are subject to a duty of confidentiality. Each Party shall ensure that its Affiliated Companies comply with the confidentiality provisions of this Agreement and shall be responsible for any breaches thereof.

7.4 The term “Confidential Information” shall not include any information which a Party can demonstrate is:

a) Not unique to the disclosing Party and is known to the receiving Party prior to the date of the Agreement.

b) Becomes generally known other than through disclosure of Confidential Information by the receiving Party.

c) Disclosed to the receiving Party by a Third Party lawfully in possession thereof and without restriction on disclosure.

d) Independently developed by the receiving Party without breach of this Agreement.

e) Required to be disclosed by law or regulation or by proper order of a court of applicable jurisdiction.

7.5 At the expiry of this Agreement or at a Party’s request, the other Party shall promptly and within ten (10) business days return all documents and other embodiments of Confidential Information and all related materials and notes to disclosing Party and erase all electronic embodiments of Confidential Information and certify destruction thereof and make no further use of the Confidential Information thus received.

8. Personal Data

8.1 When SEEN processes personal data in order to provide the Client and/or its Affiliated Companies with access to the Platform, SEEN acts as a data controller and such processing is governed by SEEN’s Privacy Policy.

8.2. If SEEN, upon the Client’s request, processes personal data for the purpose of assisting the Client and/or its Affiliated Companies in using the functionality of the Platform and generating Personalised Videos, SEEN acts as a data processor on behalf of the Client, and such processing shall be governed by SEEN’s Data Processing Agreement.

9. Compliance with Laws

9.1 The Client is solely responsible for determining whether it and its Affiliated Companies can utilise the Platform in accordance with applicable law pertaining to data protection, marketing and export restrictions etc. and warrants that in carrying out its obligations under the Agreement it will not breach applicable data protection legislation or do or omit to do anything that might cause SEEN to be in breach of the same.

9.2 The Platform may interoperate with Third Party Products selected by the Client (e.g., CRM, ESP, SMS gateways, web properties). SEEN is not responsible for such systems, their availability, security, or performance. The Client remains solely responsible for configuration, testing, and operation of any Third Party Products used to make personalised links available to end-users.

9.3 The Client shall use, and ensure that its employees and Affiliated Companies, the Platform in accordance with SEEN’s Documentation available at docs.seen.io regarding technical and security requirements.

10. Publicity

10.1 SEEN may use the Client’s name and logo and that of its Affiliated Companies in its general marketing and promotional materials to identify the Client as a customer of the Platform. SEEN may also create and use demonstration versions of Personalised Videos for marketing purposes, provided that such demonstrations use only mock data and do not contain any actual Client Data.

10.2 Any public case study, publication of campaign results, or use of actual Personalised Videos generated for the Client shall require the prior written consent of both Parties.

10.3 Neither Party shall, at any time during the Term of the Agreement and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the other Party. Notwithstanding the foregoing, nothing in this Agreement shall preclude a Party from making truthful statements that are required by applicable law, regulation or legal process.

11. Limited Warranty and Disclaimers

11.1 Each Party warrants that it

a) has the full power and authority to enter into this Agreement and perform its obligations hereunder.

b) This Agreement is a legal and valid obligation binding upon it and enforceable according to its terms.

c) Its performance of this Agreement will not violate any agreement or obligation between it and a Third Party

d) It will comply with all applicable laws, statutes and regulations applicable to its activities and performance under this Agreement.

11.2 SEEN warrants that, during the Term, the 

Platform will operate in all material respects as described in the Documentation made available at docs.seen.io.

11.3 Except as expressly provided in this Agreement, the Platform is provided on an “as is” basis. To the fullest extent permitted by applicable law, SEEN disclaims all other warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or arising from course of dealing or usage of trade.

11.4 SEEN will use commercially reasonable efforts to make the Platform available with an uptime of 99.9% during each calendar month, excluding planned maintenance windows and events outside SEEN’s reasonable control. SEEN does not warrant that the Platform will be uninterrupted or error-free, that all defects will be corrected, or that the systems and networks outside SEEN’s control (including the internet, third-party transmission networks, or the Client’s own systems, networks, and equipment) will be available at all times or free from viruses or other harmful components. In the event that SEEN does not meet the uptime targets, the Parties shall in good faith discuss an appropriate remedy, which may include service credits or other commercially reasonable adjustments.

11.5 Beta/Preview Features. From time to time SEEN may make features identified as beta, preview, or evaluation available. Such features are provided “as is”, without warranties or SLA commitments and may be modified or withdrawn at any time.

11.6 Security Program. SEEN maintains an information security and privacy program aligned to ISO/IEC 27001 and 27701; current certificates are available at trust.seen.io.

11.7 SEEN will continuously and at its sole discretion change and update the functionality, methods and processes of the Platform, including modifying or removing features that SEEN considers necessary to generally deliver the best possible service to its Clients. It is aligned who at all times determines which features meet this requirement, as long as the changes do not deprive the Client of material functions. Such changes do not imply any restrictions or changes in the Client’s obligations to SEEN, nor does it entitle the Client to any remedies for breach of contract. SEEN will endeavour to notify the Client of any material changes.

12. Indemnification

12.1 SEEN shall indemnify and hold the Client harmless from and against all losses, expenses, costs, claims (including reasonable legal fees), damages, liabilities, fines, actions, and proceedings brought against the Client by any Third Party arising out SEEN’s infringement of the intellectual property rights of any such Third Party.

12.2 SEEN shall have no obligations under Clause 12.1 to the extent any claim is based on:

a) The combination or use of the Platform with Third Party Products not provided by SEEN, where the Platform would not otherwise itself be infringing.

b) The Client’s use of the Platform in violation of this Agreement or applicable law.

c) Use of the Platform after SEEN notifies the Client to discontinue such use because of a third-party claim.

d) Any claim regarding Client Data.

e) Modifications to the Platform made other than by SEEN (where the claim would not have arisen but for such modification).

12.3 The Client shall indemnify SEEN against any costs, claims, expenses (including reasonable legal costs), damages, liabilities, fines, actions, and proceedings brought against SEEN by any Third Party arising out the Client’s or its and its Affiliated Companies’ breach or misuse of Intellectual Property Rights, Client Data or the Agreement.

12.4 If the Platform is held to infringe the intellectual property rights of others, SEEN will, at its own expense, in its sole discretion use commercially reasonable efforts either (a) to procure a licence that will protect the Client against such claim without cost to the Client; (b) to replace the Platform with non-infringing services; or (c) if (a) and (b) are not commercially feasible, terminate the Agreement.

12.5 In the event a claim is commenced against an indemnified Party, the indemnified Party shall (i) inform the indemnifying Party of such claim without undue delay and to provide the indemnifying Party all reasonable necessary assistance and information relating thereto, and shall take all necessary action to mitigate its damages with respect thereto; and (ii) give full power and authority to the indemnifying Party to respond to, conduct any negotiation regarding and control the defence of, any action regarding such claim on behalf of and in the name of the indemnifying Party or itself. The indemnifying Party shall be responsible for engaging counsel for such defence and shall bear the costs and expenses of the same (for the avoidance of doubt, the indemnified Party shall pay the costs and expenses of any separate counsel it elects to engage).

12.6 The indemnified Party shall not agree to any settlement, nor make any admission or take, or fail to take any action, in each case, where such admission, action or failure to act could reasonably be expected to prejudice the defence of a third-party claim.

12.7 Subject to Clause 12.2, 12.5 and 12.6, the indemnifying Party shall defend the third-party claim and reimburse the indemnified Party for all reasonable costs incurred by the indemnified Party in complying with this clause and any damages payable by the indemnified Party pursuant to a final and enforceable court decision or a settlement agreed to by the indemnifying Party with respect to the relevant Claim.

13. Breach

13.1 Each Party shall provide all such information, data, documentation and equipment as may be reasonably required by the other Party to enable the other Party to meet its obligations under this Agreement. The Client shall provide all reasonable information to SEEN, including but not limited to the requirements and needs that the Client might have, relating to the Agreement.

13.2 If the Platform cannot be delivered as agreed, SEEN shall give the Client written notice thereof as soon as possible. The notice shall specify the reason for the problem and, insofar as it is possible, when performance can take place.

13.3 While SEEN will always endeavour to deliver its Platform as agreed and otherwise in a timely manner, SEEN disclaims all liability for any delay in delivery thereof.

13.4 If a technical error occurs in the generation of Personalised Video links within the Platform (for example, incorrect mapping between Client Data and Personalised Video assets), SEEN shall use commercially reasonable efforts to rectify the issue without undue delay. SEEN disclaims all liability for errors, inaccuracies, or incorrect dispatches that result from the Client Data, the Client’s own distribution systems (including email, CRM, or SMS platforms), or any third-party systems not provided by SEEN.

13.5 Each Party have a right to rectify breaches of Agreement if such rectification can be performed without material disadvantage to the other Party.

13.6 In the event of a material breach, the other Party may terminate this Agreement subject to 30 days written notice, detailing the nature of the breach and stating that this Agreement will be terminated unless the breach is remedied within 30 days.

14. Liability

14.1 Neither Party will be liable to the other for loss of profits or for any special, indirect, incidental, reliance, exemplary, punitive or consequential damages, including without limitation, damages for loss of business profits, loss of goodwill, business interruption, loss of business information and/or data, howsoever caused and whether arising under contract, tort (including liability for negligence or breach of statutory duty), negligence, or other theory of liability arising out of this Agreement or out of the use of or inability to use the Platform, even if such Party, or its employees, officers, directors, agents or Affiliated Company have been advised of the possibility of such damages.

14.2Subject to Clause 14.3, each Party’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the Fees paid by the Client to SEEN in the twelve (12) months immediately preceding the event giving rise to liability. This limitation is without prejudice to any coverage available to SEEN under its insurance policies, details of which may be made available to the Client upon request.

14.3 These limitations shall not apply to the indemnifications provided under Clause 12, or where a Party has acted grossly negligent or with wilful intent.

14.4 Unless otherwise prescribed by law, any cause of action or claim a Party may have with respect to the other Party must be commenced within three (3) months after the claim or cause of action becomes known to the claiming Party.

15. Notices

15.1 Any invoice, correspondence and notice required to be given under this Agreement shall be in writing and in Norwegian, Danish, Swedish or English and may be given by e-mail addressed to that Party at the address set out in the Order Form. Notice given by e-mail transmission shall be deemed to be served immediately provided that, in the case of a notice by email, the sender has received confirmation of successful transmission.

16. Assignment

16.1 The Client may not assign or otherwise transfer in whole or in part, voluntarily or involuntarily, or by operation of law, this Agreement or the duties or rights therein, without the prior written approval of SEEN, which shall not be unreasonably withheld. Any assignment by the Client without such approval shall be deemed to constitute a violation of this Agreement, and its content shall be void.

16.2 SEEN may transfer its rights and duties under this Agreement to a Third Party if the assigned party, at the time of the assignment, is financially and technically capable of performing the obligations of SEEN under this Agreement, and that the assigned party expressly assumes and agrees to perform such aforementioned obligations.

17. Force Majeure

17.1 Except for the obligation to make payments, non-performance of either Party’s obligations shall be excused to the extent the performance is prevented by unforeseen circumstances beyond the Parties’ control, the Parties’ obligations will be suspended. The Party claiming Force Majeure shall notify the other Party without undue delay.

17.2 Each Party may terminate the Agreement if a substantial part of its performance is prevented for more than 60 days. The Client shall pay the agreed price for the part of the Platform that was contractually delivered before the termination of the Agreement.

18. Miscellaneous

18.1 The Client acknowledges that SEEN may change these Terms . SEEN will inform the Client of any material changes, which will take effect seven (7) calendar days from the date of notice. If the Client does not accept the change, the Client shall be entitled, within the above notice period and provided that the Client can demonstrate that the changes have a material adverse effect on the Client, to terminate this Agreement with immediate effect. If the Agreement is not terminated by the Client within the aforementioned time, the Client shall be deemed to have accepted the changes.

18.2 If any provision of the Agreement is held by court of competent jurisdiction or other competent authority to be void, voidable or unenforceable in whole or in part, the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected. The provision being rendered void, voidable or unenforceable shall be interpreted or replaced by a provision aiming to achieve the purpose of the original provision.

18.3 The Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the Parties relating thereto and is binding upon the Parties and their permitted successors and assigns.

18.4 Nothing contained in this Agreement is intended or shall be construed to confer upon any Third Party any rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a Party to any such person.

18.5 No failure or delay by a Party in exercising any right, power or privilege under this Agreement, and no course of dealing between the Parties hereto, will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.

18.6 Nothing herein contained shall constitute a partnership between or joint venture by the Parties hereto or constitute any Party the agent of the other.

18.7 Those clauses of the Agreement which, based on their nature are meant to survive the expiration or termination of the Agreement, shall survive such expiration or termination. This includes, without limitation, Clause 3 (Remuneration), 4 (Term and Termination), 5 (Client Data), 6 (Intellectual Property Rights), 7 (Confidentiality), 10 (Publicity), 11 (Limited Warranty and Disclaimers), 12 (Indemnification), 13 (Breach), 14 (Liability) and 18 (Miscellaneous), all terms of this Agreement requiring the Client to pay any fees for the Platform provided prior to the time of expiration or termination and all other provisions of this Agreement that by their nature are intended to survive the expiration or termination of this Agreement.

18.8 The Agreement shall be construed in accordance with and governed by the laws of Norway, without regard to its choice of law principles. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof shall be brought before Oslo District Court as the agreed venue, unless otherwise specified in the Order Form and except that SEEN may, at its own option, bring suit for collection in the country where the Client is located.

19. Electronic Signature

19.1 Each Party agrees that the electronic signatures of the Parties in Hubspot or other digital contract solutions used to enter into the Order Form are intended to authenticate this in writing and to have the same force and effect as manual signatures of such Party and shall be effective to bind such Party to the Agreement.

19.2 The Parties agree that an Order Form entered into through digital contract solutions shall be deemed: (a) to be ”written” or ”in writing”; (b) to have been signed, and (c) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or ”printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the Parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither Party shall contest the admissibility of true and accurate copies of an Order Form signed with a digital contract solution based on the best evidence rule or as not satisfying the business records exception to the hearsay rule.

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