Legalities

Terms & Conditions

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Last updated on 28th July 2018

Terms and Conditions
1 General Terms And Conditions
1.1 These terms and conditions are the terms and conditions applicable to any Agreement made between Seen and the Client and comprising the Proposal and these terms and conditions whether for all or any of Software / services provision.

1.2 The Agreement shall comprise only the Proposal and these terms and conditions but may be amended by agreement in writing between the Parties. No other terms offered or proposed to be incorporated by the Client shall be of any effect.

2 Definitions
As used herein and throughout the Agreement
2.1 Agreement means the Proposal and these terms and conditions, and any other documents incorporated into the Agreement by agreement in writing.

2.2 Business Day means a day which is not a Saturday or Sunday or public or bank holiday in England and Wales;

2.3 Business Hours means 9 am to 5:00 pm on a Business Day;

2.4 Client means the acceptor of the Proposal.

2.5 Client Content means all materials, writing, images or other creative content provided by Client to be used in preparing or creating the Deliverables.

2.6 Client System means the Client’s computer system which is not on the Server and links with the Website or Client Website;

2.7 Client Website means a website and any associated “back office” functionality hosted for the Client by Seen on the Server;

2.8 Copyright means the intellectual property rights in original creative works anywhere in the World

2.9 Deliverables means the work product specified in the Proposal to be delivered by Seen to Client as specified in the Proposal.

2.10 Seen Tools means all design tools developed and/or used by Seen in performing the Services, including pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools.

2.11 Seen. means Seen Centricity Limited a company registered in England and Wales with company number 10853844 whose registered office is at 3rd Floor, 86-90 John Street, London EC2A 4NE.

2.12 Fees means the charges for the Services.

2.13 Final Deliverables means the final versions of Deliverables provided by Seen and accepted by Client.

2.14 Final Works means all creative content developed by Seen, or commissioned by Seen, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, photography, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to Client Content, and Seen’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials

2.15 Initial Period means the initial hosting period for the Client Website as set out in the Proposal.

2.16 Preliminary Works means all creative content including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Seen and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Works

2.17 Project means the creation of the Deliverables.

2.18 Proposal means the costed proposal for services to be provided by Seen accepted in writing by the Client.

2.19 Server means a dedicated server (including a virtual server) made available by Seen for use by the Client in connection with the Services from time to time

2.20 Services means all services to be provided to Client by Seen as described and defined in the Proposal.

2.21 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustrations.

2.22 Trademarks means trade names, words, symbols, designs, logos or other devices or designs provided by the Client (or a logo for the same designed for the Client by Seen) and used in the Final Deliverables to designate the origin or source of the goods or services of Client.

2.23 Website means the software construct, content and visual elements and design as described in the Proposal and/or created by Seen for the Client.

2.24 Working Files means all underlying work product and digital files utilized by Seen to create the Preliminary Works and Final Works other than the material comprising the Final Deliverables.

2.25 Writing and writing include email and written instructions uploaded to a website.

3 Services
3.1 Seen shall perform the services set out in the Proposal.

4 Compensation
4.1 Fees: Client agrees to pay Seen the fees listed in the Project Proposal, including all taxes.

4.2 Expenses: Client will pay Seen expenses, including but not limited to: (a) Incidental and out-of-pocket expenses at cost plus Seen’s standard markup of 20 percent; (b) milage reimbursement, other than normal commuting, at 45 pence per mile; (c) travel expenses, other than normal commuting, but including airfare and rental vehicles, with client approval.

4.3 Additional Costs: Pricing in the Project Proposal includes only Seen fees. Any other costs, such as hosting, licensing or photography, will be billed to Client if and when required.

4.4 Hosting Website: Seen will host the Website on Seen’s web space while the Project is under construction. If the Website is not completed by the completion date listed in the Proposal, and the delay is not caused by Seen, Client agrees to pay Seen £20.00 per month for hosting until the Website is moved to its intended destination.

5 Payment For Website Development
5.1Payment Schedule: Payment is due when Seen completes each milestone as listed in the Proposal, and Client accepts the Deliverables for that milestone.

5.2Invoices: All invoices are payable within 15 days of receipt. Invoices shall list any expenses and additional costs as separate items. Unless otherwise agreed in writing the Project will not proceed to the next following milestone until all invoices applicable to all prior milestones have been paid in full.

5.3Withholding Delivery/Live Website: Seen may withhold delivery and transfer of ownership of any current work and/or prevent the Website from going live whilst any accounts are overdue for payment.

6 Changes To Project Scope
6.1 Change Request: If Client wants to change the scope of the Project Client shall send Seen a written “Change Order” describing the requested changes in detail. Within seven (7) days of receiving a Change Order, Seen will respond with a statement setting out
Seen’s availability, additional fees, changes to delivery dates or milestones, and any required modification to the Agreement. Seen will be entitled to charge for evaluating each Change Order at its standard rates.

6.2Acceptance/Rejection: Client will have seven (7) days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Seen will not be obligated to perform any services beyond those in the original Agreement.

6.3Seen’s response may be for a change to the Project price or for the additional work to be carried out on a time and materials basis.

6.4Seen shall not begin work on the revised services until it receives written acceptance of its proposals for the change.

7 Timing And Delays
7.1 Timing: Seen will use commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Seen. Seen shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Seen’s ability to meet any and all times is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of the Agreement by Seen.

7.1 Client Delays. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables.

8 Evaluation And Acceptance
8.1 Approval Periods: Client, within seven days of receipt of each Deliverable, shall notify Seen, in writing, of any failure of such Deliverable to comply with the specifications or requirements in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment and Seen shall be entitled to request written clarification of any concern, objection or correction. Seen will correct any errors in a commercially timely manner. Any changes or amendments shall be subject to the terms of the Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.

9 Client Responsibilities
9.1 Client shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision making with parties other than Seen; (b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; (c) final proof-reading (and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors); and (d) ensuring that any information and claims forming part of Client Content are accurate, legal and conform to applicable standards in Client’s industry.

9.2 Client shall co-operate, and ensure that Client’s staff and contractors cooperate with Seen’s staff and contractors and conduct itself at all times so as to ease the process of the Project.

10 Accreditation And Promotion
10.1 Seen shall be entitled to place designer/developer accreditation, as a hyperlink or otherwise, in the form, size and location as reasonably required by Seen on each page of the Website and for it to remain there whilst the Website is in use by Client.

10.2 Seen retains the right to reproduce, publish and display any elements of the Website in Seen’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of such elements to the extent created by Seen.

11 Subcontractors And Staff
11.1 Seen shall be allowed to use third party independent contractors in connection with the Services (“Sub-contractors”). Seen shall remain fully responsible for Sub-contractors’ compliance with this Agreement.

11.2 During the term of the Agreement, and for a period of six (6) months after expiration or termination of the Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, or any other basis, any Seen employee or Subcontractor of Seen, whether or not said person has been assigned to perform tasks under the Agreement. In the event such employment, engagement or consultation occurs, Seen shall be entitled to receive from Client a commission of either (a) 50 percent of said person’s starting salary with Client if employed, or (b) 50 percent of any fees paid to said person in the twelve months following the commencement of any engagement if otherwise engaged. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the person performed services for Client..

12 Representations And Warranties
12.1 Client represents, warrants and covenants to Seen that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content or any Trademarks in connection with the Project will not violate the rights of any third parties, and (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials

12.2 Seen represents, warrants and covenants to Client that Seen will provide the Services with reasonable care and skill and that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Seen and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Seen, Seen shall have secured agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Seen to grant usage rights to the Client as provided in this Agreement, and (iii) to the best of Seen’s knowledge, the Final Works (but excluding any element of Client Content and any Trademarks) do not infringe the rights of any third party, and use of same in connection with the Project and as anticipated by the Proposal or the Agreement will not violate the rights of any third parties.

13 Rights In The Final Deliverables
13.1 Upon completion of the Services, and expressly conditional upon full payment of all fees and costs due, Seen hereby grants to Client a non-exclusive, perpetual and worldwide right and license to use, reproduce and display, sub-licence and adapt the Final Works as part of the Website for the purpose of promoting the business, product(s) or service(s) as anticipated by the Proposal. All other rights including Copyrights, save for Copyright in any Trademarks, are retained by Seen.

13.2 The rights granted to Client are for usage of the Final Works as part of the Website only. Client may not separately use any part of the Website without Seen’s consent.

13.3 Upon completion of the Services, and expressly conditional upon full payment of all fees and costs due, Seen assigns to Client all of Seen’s Copyright, in and to Trademarks created by Seen as part of the Services. Seen shall at Client’s request and cost execute any documents reasonably requested by Client to evidence such assignment. Client acknowledges its responsibility to satisfy itself that the Trademarks do not infringe the registered or common law trademarks of any third party and Client shall indemnify, save and hold harmless Seen from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks.

13.4 Intellectual property rights in Third Party Materials are normally owned by the respective third parties. Seen shall inform Client of all Third Party Materials to be procured by Seen that Client may need to license at Client’s own expense, and unless otherwise arranged by Client, Seen shall obtain a licence for Client to use the Third Party Materials. Client shall indemnify, save and hold harmless Seen from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand or action by a third party arising out of Client’s failure to obtain any necessary licence release or permission which it undertook to obtain or claimed to possess with respect to materials included in the Final Works at Client’s request.

13.5 Client Content, including pre-existing Trademarks, and any intellectual property therein shall remain the sole property of Client or its respective licensors. Client hereby grants to Seen a non-exclusive, nontransferable licence to use, reproduce, modify, display and publish the Client Content solely in connection with Seen’s performance of the Services and promotional uses of the Deliverables as authorized in this Agreement.

14 Rights Reserved To Seen
14.1 Seen retains all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Preliminary Works and Working Files, and Client shall return to Seen all Preliminary Works and Working Files in Client’s possession within thirty (30) days of completion of the Services.

14.2 All Seen Tools are and shall remain the exclusive property of Seen. Seen grants Client a non-exclusive, non- transferable, perpetual, worldwide license to use the Seen Tools solely to the extent necessary to enable use of the Website.

14.3 Seen retains Copyright ownership in any original Graphic Design comprising Final Works, including all rights to display or sell the same. Client shall return all original Graphic Design to Seen within thirty (30) days of completion of the Services.

15 Support Services
15.1 During the first two (2) months following termination of the Agreement (“Warranty Period”), Seen shall provide up to four (4) hours of support services at no additional cost to Client. Support services means commercially reasonable technical support and assistance to maintain and update the Website including correcting any errors. Requests for additional support will be billed on a time and materials basis at Seen’s standard rate.

15.2 The services in the Warranty Period do not include enhancements to the Project or other services outside the scope of the Proposal.

16 Enhancements
16.1 During the Warranty Period, Client may request that Seen develop enhancements to the Website. Seen shall use commercially reasonable efforts to prioritise Seen’s resources to create such enhancements. Client understands Seen may have pre-existing obligations that may delay requested enhancements. Seen shall provide any enhancements on a time and materials basis at Seen’s standard rates.

17 Term And Termination Of Website Development Agreement
17.1 Unless the Agreement is terminated earlier in accordance with its terms, Seen will provide the Services until they are complete.

17.2 Seen may immediately terminate the Agreement by notice in writing to the Client if the Client fails to pay to Seen any sum due under the Agreement by the due date for payment.

17.3 Either party may terminate the Agreement forthwith by notice in writing to the other if the other party:

17.4 is in material breach of the Agreement and fails (where the breach is capable of remedy) to remedy the breach within 21 days of the receipt of a request in writing to remedy the breach, such request setting out the breach and indicating that failure to remedy the breach may result in termination of the Agreement;

17.5 is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

17.6 has a receiver, manager, administrator or administrative receiver appointed over all or any parts of its undertaking, assets or income, has passed a resolution for its winding-up, or has a petition presented to any court for its winding-up or for an administration order; or

17.7 has ceased or threatened to cease to trade.

18 Consequences Of Termination
18.1 Termination of the Agreement shall be without prejudice to the rights and duties of either party accrued prior to termination.

18.2 Those parts of the Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

18.3 The Client will forthwith pay all outstanding invoices.

18.4 Each party shall return or, at the disclosing party’s request, destroy any confidential information of the other party

18.5 Without prejudice to its liability for any breach of contract Client shall pay Seen for the Services up to and including the date of termination in the amount of a pro-rated portion of the fees due. Client shall pay all incurred expenses and other sums chargeable under the Agreement.

18.6 If Client terminates, and makes full payment pursuant to 18.5, Seen grants Client right and title as provided by this Agreement with respect to those Deliverables provided and accepted by Client as of the date of termination and shall provide copies of the said Deliverables.

18.7 Each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party

19 Relevant Terms
19.1 The following provisions of the terms relevant to web design services are equally relevant to Graphic Design, Photography and Film:

Clauses 3, 4.1, 4.2, 6, 7, 8, 9.2, 11, 17, 18.

20 Costs And Payment
20.1 Additional Costs: Pricing in the Project Proposal includes only Seen fees. Any other costs, such as location hire or models, will be billed to Client if and when required.

20.2 Payment: Payment is due when Seen completes each milestone as listed in the Proposal, and Client accepts the Deliverables for that milestone. If there are no milestones then payment is due on delivery of the relevant Deliverable(s).

20.3 Invoices: All invoices are payable within 15 days of receipt. Invoices shall list any expenses and additional costs as separate items. Unless otherwise agreed in writing the Project will not proceed to the next following milestone (if any) until all invoices applicable to all prior milestones (if any) have been paid in full.

20.4 Withholding Delivery: Seen may withhold delivery of any current work whilst any accounts are overdue for payment.

21 Client Responsibilities
21.1 Client shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision making with parties other than Seen; (b) provision of locations and subjects; (c) approval of work in progress.

22 Promotion
22.1 Seen retains the right to reproduce, publish and display any elements of the Final Works in Seen’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of such elements to the extent created by Seen.

23 Representation And Warranties
23.1 Seen represents, warrants and covenants to Client that Seen will provide the Services with reasonable care and skill and that the Final Deliverables shall be the original work of Seen and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Seen, Seen shall have secured agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Seen to grant usage rights to the Client as provided in this Agreement, and (iii) to the best of Seen’s knowledge, the Final Works (but excluding any element of Client Content and any Trademarks) do not infringe the rights of any third party, and use of same in connection with the Project and as anticipated by the Proposal or the Agreement will not violate the rights of any third parties.

24 Rights In The Final Deliverables
24.1 Upon completion of the Services, and expressly conditional upon full payment of all fees and costs due, Seen hereby grants to Client a non-exclusive, perpetual and worldwide right and license to use, reproduce and display the Final Works for the purpose of promoting the business, product(s) or service(s) as anticipated by the Proposal. All other rights including Copyrights, are retained by Seen.

25 Rights Reserved To Seen
25.1 Seen retains all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Preliminary Works and Working Files, and Client shall return to Seen all Preliminary Works and Working Files in Client’s possession within thirty (30) days of completion of the Services.

25.1 Seen retains Copyright in and ownership of any original Graphic Design or photographic negatives forming part of the Final Works, including all rights to display or sell the same. Seen retains Copyright in photography and videography forming part of the Final Works. Client shall return all original Graphic Design to Seen within thirty (30) days of completion of the Services.

26 The Hosting Services
26.1 In consideration of the payment by the Client of the Fees, Seen agrees to provide the Services (host the Client Website on a server based within the European Economic Area) to the Client on the terms of the Agreement.

26.2 Seen will use its reasonable endeavours to commence the Services in accordance with any timescale set out in the Proposal or otherwise agreed with the Client, provided that but Seen shall not be liable to the Client for any failure to meet any such timescale.

26.3 Seen reserves the right, at any time and from time to time to change the services by, for example, changing the Server or the type or location of the server (within the EEA) provided only that such changes do not have a materially adverse effect on the quality of the Services..

26.4 The Client shall have no right of ownership over or physical access to the Server.

27 Client’s Obligations
The Client shall:
27.1 Immediately notify Seen on becoming aware of any unauthorised use or incursion into the Client Website;

27.2 remove or prevent access to any material hosted on the Client Website which causes or is likely to cause the Client to be in breach of the Agreement;

27.3 ensure that it has all necessary consents, permissions and licences to make use of the Client Website including registration and appropriate consents and approvals under the Data Protection Act 1998 and/or the General Data Protection Regulation;

27.4 ensure that all material or data placed by the Client on the Client Website or communicated through such site is checked for viruses and other harmful code and has appropriate security patches applied;

27.5 be entirely liable for all activities conducted and charges incurred on or through the Client Website by persons using under the Client’s passwords and user names whether authorised by the Client or not, and the Client further acknowledges that Seen shall not be liable for any loss (whether financial or otherwise) arising from the Client’s inability to comply with the Agreement;

27.6 comply with any security policy notified to the Client from time to time by Seen and, in particular, ensure that all passwords and user names provided to the Client by Seen are at all times kept confidential, used properly and not disclosed to unauthorised people. If the Client has any reason to believe that any password or user name has become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way or of any other breach of security then the Client will inform Seen immediately;

27.7 promptly provide to Seen and/or Seen’s consultants, employees and agents such information and assistance as they may reasonably require in order to be able to provide the Services and deal with them courteously and co-operatively; and

27.8 Copyright means the intellectual property rights in original creative works anywhere in the World

27.9 procure all necessary rights from third parties (including intellectual property licences of computer software and website content) which are from time to time required in order for Seen to be able legally to provide the Services to the Client.

27.10 use the Client Website, or allow it to be used, for any unlawful or fraudulent purpose or for the publication, distribution, copying, linking to, issue or display of any unlawful material (including any pirated software or any material which is obscene, pornographic, threatening, malicious, harmful, abusive, defamatory or which breaches the rights (including but not limited to intellectual property rights) of any third party or which is or encourages criminal acts or contains any virus, worm, trojan horse or other harmful code) under English law or the laws of the Client’s country of domicile or any other place where the results of such purpose or the material in question are likely to be be accessed;

27.11 use the Client Website, or allow it to be used, for the publication, linking to, issue or display of any material which in the absolute discretion of Seen may harm or bring into disrepute Seen or any of Seen’s associated companies, suppliers or clients.

27.12 use the Client Website, or allow it to be used, in a way which constitutes harassment or is in breach of generally accepted standards and codes of practice for use of the internet including but not limited to refraining from (i) sending bulk email (whether opt-in, unsolicited or otherwise), (ii) mail bombing and (iii) impersonating another person, organisation or website.

27.13 use any service provided by any third party (including an internet web site and/or email) for the publication, linking to, issue or display of any material which refers to an internet web site hosted by Seen or any products or services offered by Seen from time to time without Seen’s prior written consent; or

28 Suspension
28.1 Without prejudice to its other rights and remedies, Seen may suspend the provision of the whole or any part of the Services (temporarily or permanently) thus rendering the Client Website inoperative and will have no liability to the Client for such suspension on the occurrence of any of the following events:

28.2 any scheduled or unscheduled but necessary upgrade or maintenance of any relevant IT system used by Seen;

28.3 any requirement of any competent authority which affects Seen’s provision of the Services;

28.4 If the Client fails to pay any Fees or any other sums owing to the Seen by the Client when they fall due;

28.5 if in Seen’s opinion it is necessary to do so to avert damage or loss to Seen or its other clients;

28.6 termination of the Agreement;

28.7 if the bandwidth, hard disk drive or computer memory used by the Client in relation to the Client Website exceeds any agreed or stipulated level and Seen determines in its sole discretion that suspension is necessary to protect all or any internet solutions then provided by Seen;

28.8 any failure, deficiency or incompatibility in the Client System including but not limited to hardware, server corruption and security breaches which has or may have a deleterious effect on the provision of services by Seen to other clients; or

28.9 any failure by the Client, or any of the Client’s employees, agents or other authorised representatives, to adhere to any of the provisions outlined in condition 27.

28.10 In the event that Seen suspends provision of the Services in accordance with condition 28.1 Seen will only be obliged to recommence provision during Business Hours and if the suspension was pursuant to 28.1.3 once the Client has paid all relevant outstanding sums in cleared funds.

29 Unlawful Content
29.1 If in Seen’s opinion, the Client is in breach of any of the provisions contained in condition 27 and as a consequence the Server contains unlawful content or (irrespective of any such breach) the Client Website is being used in a way that has the effect of gathering content that would be generally regarded as being undesirable, Seen may amend or remove any such content appearing on the Client Website or in the Server and may notify any relevant public authority (governmental or otherwise including the police or other enforcement authority) of any such material where Seen deems such notification to be appropriate.

30 Payment Terms
30.1 Subject to condition 30.2 the Fees are payable by the Client to Seen on the basis set out in the Proposal.

30.2 Seen shall be entitled to amend the Fees by giving the Client not less than 60 days’ written notice, such notice to expire at the end of the Initial Period or any anniversary of that date.

31 Term And Termination Of Website Hosting Agreement
31.1 Unless the Agreement is terminated earlier in accordance with its terms, Seen will provide the Services for the Initial Period and will continue to do so thereafter until terminated by either party serving not less than 30 days’ written notice on the other party expiring at any time after the end of the Initial Period.

31.2 Seen may immediately terminate the Agreement by notice in writing to the Client if the Client fails to pay to Seen any sum due under the Agreement by the due date for payment.

31.3 Either party may terminate the Agreement forthwith by notice in writing to the other if the other party:

31.4 is in material breach of the Agreement and fails (where the breach is capable of remedy) to remedy the breach within 21 days of the receipt of a request in writing to remedy the breach, such request setting out the breach and indicating that failure to remedy the breach may result in termination of the Agreement;

31.5 is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

31.6 has a receiver, manager, administrator or administrative receiver appointed over all or any parts of its undertaking, assets or income, has passed a resolution for its winding-up, or has a petition presented to any court for its winding-up or for an administration order; or

31.7 has ceased or threatened to cease to trade.

32 Consequences Of Termination Of Website Hosting Agreement
32.1 Termination of the Agreement shall be without prejudice to the rights and duties of either party accrued prior to termination.

32.2 Those parts of the Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

32.3 Seen may without notice remove the Client’s data from the Server following termination thus “turning off” the Client Website.

32.4 The Client will forthwith pay all outstanding invoices.

32.5 Each party shall return or, at the disclosing party’s request, destroy any confidential information of the other party.

32.6 Once the Client has discharged all its obligations to Seen, Seen shall for payment in advance at its normal time and materials rates create and provide to Client a back up of the Client Website suitable for deployment on another server provided that the other server and the software on it are compatible with the Client Website.

33 Service Delivery
33.1 The Services are provided by Seen to the Client on an “as is” and “as available” basis and, except where otherwise stated in the Agreement, no warranty or representation (whether express or implied) of any kind is given by Seen in connection with the Agreement, including but not limited to any warranty as to satisfactory quality and fitness for a particular purpose of any Deliverables. In particular, Seen gives no warranty and makes no representation that:

33.2 the Services will meet the Client’s requirements;

33.3 the hosting Services will be provided on an uninterrupted, timely, secure or error-free basis or without failure;

33.4 Seen warrants that it will provide the Services with reasonable care and skill and within a reasonable time.

33.5 Seen represents that it shall use reasonable endeavours to provide hosting Services continuously except during scheduled maintenance of the Server and that should Seen become aware of a Server fault or any error or interruption affecting the hosting Services it will as soon as practicably possible during Business Hours repair the Server or provide an alternative server as a replacement.

34 Limitation Of Liability
34.1 The provisions of this condition 34 set out the entire liability of the Seen (including any liability for the acts or omissions of its consultants, employees, agents and authorised representatives) to the Client in respect of:

34.2 any breach of the Agreement; and

34.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.

34.4 Nothing in the Agreement shall exclude or limit the liability of Seen for death or personal injury caused by the negligence of Seen, fraud or a breach of section 12 of the Sale of Goods Act 1979.

34.5 Subject to condition 34.2 the liability of Seen in contract, tort (including negligence or breach of statutory duty), misrepresentation (other than fraudulent misrepresentation) or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall:

34.6 not exceed the sum of ÂŁ2,000,000 (two million pounds) per claim or series of claims arising out of the same event for loss of or damage to tangible property; and:

34.7 not exceed a sum equal to 125% of all sums paid by the Client to Seen pursuant to the relevant Agreement (excluding VAT and expenses) during the 12 month period immediately preceding the claim less any amounts paid by Seen in the same period pursuant to any claim under or in connection with the same Agreement; and

34.8 not include loss of profit, loss of business, loss of revenue, loss of contract, loss of goodwill (whether direct or indirect losses), or any indirect or consequential loss or damage, costs, expenses or any other claims for consequential compensation and whether or not caused by the negligence of Seen or its employees, agents or authorised representatives even if , Seen had been made aware of the possibility of such losses arising.

34.9 The Client acknowledges and agrees that Seen shall not be liable for:

34.10 Interruptions of service or down-time of the Server

34.11 Non-receipt or misrouting of email or for any other failure of email.

34.12 Loss or damage to any data stored on the Server or any backup medium.

34.13 Failure to correctly transfer any data, content or settings present on the Server where the Client Website is transferred to a different server.

34.14 Any claim unless the Client notifies Seen in writing of the claim within 10 days of the Client becoming aware of the facts or circumstances giving rise to the claim.

34.15 Failure of the Website to comply with relevant legislation in any jurisdiction.

34.16 Any act or omission carried out in accordance with Client’s instructions.

34.17 Seen’s failure to investigate third party rights where it is the responsibility of Client to obtain clearance.

35 Force Majeure
35.1 Neither party is under any liability to the other party in respect of anything which, apart from this provision, may constitute a breach of the Agreement arising by reason of force majeure which means, in relation to either party, acts of God, acts of any governmental or supranational authority, war or national emergency, riots, civil commotion, fire, network failure, systems fault, unauthorised use of or access to any IT system owned, used or accessed by Seen or the Client (including but not limited to hacking), explosion, flood, epidemic, lock outs (whether or not by that party), strikes and other industrial disputes (in each case, whether or not relating to that party’s workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions, or by any act, event, omission or accident beyond that party’s reasonable control.

35.2 Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day for day extension of any dates for performance. Each party shall use reasonable efforts to notify the other party, in writing, of a delay.

36 Indemnity
36.1 Client agrees to indemnify, save and hold harmless Seen against and from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s obligations, representations or warranties under the Agreement.

36.2 Seen shall promptly notify Client in writing of any third party claim or suit. Client, having adequately secured Seen against any costs, shall have the right to fully control the defence and any settlement of such claim or suit.

36.3 Seen agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party that elements of any Deliverables which Seen claims are its original work breach the third party’s Copyright, and it is determined that such infringement has occurred. In the case of a third party lawsuit or proceeding based on such a claim Seen may at its own expense, replace any infringing content with non- infringing content.

36.4 Client shall promptly notify Seen in writing of any third party claim or suit. Seen, having adequately secured Client against any costs, shall have the right to fully control the defence and any settlement of such claim or suit.

37 Late Payments And Tax
37.1 Any sums payable by the Client to Seen under the Agreement are exclusive of value added tax or any similar taxes, levies or duties, which will be added to such sums and be payable by the Client at the prevailing rate.

37.2 All sums payable to Seen under the Agreement shall be paid by the Client in full with no set off or deduction.

37.3 A monthly service fee of 1.5 percent, or the maximum allowed under the Late Payment of Commercial Debts (Interest) Act 1998, is payable on all overdue balances.

37.4 Payments will be credited to late payments first, then to unpaid balances.

37.5 Client shall pay all collection or legal fees caused by late payments.

37.6 All grants of any licence to use or agreements to transfer ownership of any intellectual property rights under this Agreement are conditional on full payment being made.

38 Confidential Information
38.1 Client’s “Confidential Information” means information provided to Seen concerning the business of Client that Seen should reasonably believe to be confidential. Seen’s “Confidential Information” means any Preliminary Works provided to Client. Any other material considered confidential by either party shall be designated as confidential before being provided.

38.2 Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement.

38.3 The restriction in clause 38.2 shall not apply to any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure

39 General
39.1 The Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of the Agreement. Client agrees that it has not relied on any warranty or representation that is not set out in these terms and conditions or in the Proposal or in any written agreement amending either these terms and conditions or the Proposal.

39.2 In the event of there being any conflict or inconsistency between the Proposal and these terms and conditions, the Proposal shall take precedence.

39.3 No variation or amendment to the Agreement shall be effective unless agreed in writing.

39.4 The Client shall not assign the benefit or delegate the burden of the Agreement or sub-license any of its rights under the Agreement without Seen’s prior written consent.

39.5 If any provision of the Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect.

39.6 Failure or delay by either party in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement.

39.7 Nothing in the Agreement confers on any third party any benefit or any right to enforce any provision of the Agreement.

39.8 Any waiver by either party of any breach of, or any default under, any provision of the Agreement by the other party will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement.

39.9 Any notice required to be given in connection with the Agreement shall be in writing and shall be sent by fax, email, posted or delivered by hand to the Registered Offices of the parties or in the event that there is no registered office, their principal place of business. Such notice shall be deemed to have been given when served if delivered by hand. If posted first class it shall be deemed given 48 hours following posting and if sent by fax or email at the time transmission was fully completed.

39.10 The formation, existence, construction, performance, validity and all aspects of the Agreement shall be governed by English law and the parties submit to the jurisdiction of the English courts.

Definitions And Interpretation
50.1
Definitions
Applicable Law means as applicable and binding on the parties:

50.1.1
any law, statute, regulation, or subordinate legislation in force from time to time which a party is subject and/or in any jurisdiction that the Services are provided to or in respect of, as may be specified in any Agreement;

50.1.2
the common law and laws of equity as applicable to the parties from time to time;

50.1.3
any binding court order, judgment or decree; or

50.1.4
any applicable direction, policy, rule or order that is binding on a party and that is made or given by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business;

5151.1
Appropriate Safeguards means such legally enforceable mechanism(s) for transfers of Personal Data as may be permitted under Data Protection Laws from time to time (including, but not limited to, EU Model Contract Clauses or Privacy Shield certification);

Data Controller has the meaning given to that term in the Data Protection Laws;

Data Processor has the meaning given to that term in the Data Protection Laws;

Data Protection Laws means as applicable and binding on the Client, Seen and/or the Services set
out in the terms this DPA is annexed too and the Proposal:

51.2
Data Controller has the meaning given to that term in the Data Protection Laws;

51.3
Data Processor has the meaning given to that term in the Data Protection Laws;

51.4
Data Protection Laws means as applicable and binding on the Client, Seen and/or the Services set out in the terms this DPA is annexed too and the Proposal

51.5
in the United Kingdom:

51.5.1
the Data Protection Act 2018 and any laws or regulations implementing Directive
95/46/EC (Data Protection Directive);

51.5.2
the General Data Protection Regulation (EU) 2016/679 (or “GDPR”) and/or any
corresponding or equivalent national laws or regulations; and/or

51.5.3
the Privacy and Electronic Communications (EC Directive) Regulations 2003 and/or any corresponding or equivalent national laws or regulations.

51.6
in member states of the European Union: the Data Protection Directive or the GDPR, once
applicable, and all relevant member state laws or regulations giving effect to or
corresponding with any of them;

51.7
any Applicable Laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws from time to time;

5252.1
Data Subject has the meaning given to that term in the Data Protection Laws;

Data Subject Access Request means a request made by a Data Subject to exercise any rights of Data
Subjects under the Data Protection Laws;

International Organisation means an organisation by public international law, or any other body
which is set up by, or on the basis of, an agreement between two or more countries;

Personal Data has the meaning given to that term in the Data Protection Laws;

Personal Data Breach means any breach of security leading to the accidental or unlawful
destruction, loss, alteration, unauthorised disclosure of, or access to, any Protected Data;

Processing has the meaning given to that term in the Data Protection Laws;

Protected Data means Personal Data received from or on behalf of the Client in connection with the
performance of Seen’s obligations under this DPA;

Sub-Processor means another Data Processor engaged by Seen for carrying out processing
activities in respect of the Protected Data on behalf of the Client; and

Supervisory Authority means any local, national or multinational agency, department, official,
parliament, public or statutory person or any government or professional body, regulatory or
supervisory authority, board or other body responsible for administering Data Protection Laws.

52.2
Data Subject has the meaning given to that term in the Data Protection Laws;

52.3
Data Subject Access Request means a request made by a Data Subject to exercise any rights of Data Subjects under the Data Protection Laws;

52.4
International Organisation means an organisation by public international law, or any other body which is set up by, or on the basis of, an agreement between two or more countries;

52.5
Personal Data has the meaning given to that term in the Data Protection Laws;

52.6
Personal Data Breach means any breach of security leading to the accidental or unlawful
destruction, loss, alteration, unauthorised disclosure of, or access to, any Protected Data;

52.7
Processing has the meaning given to that term in the Data Protection Laws;

52.8
Protected Data means Personal Data received from or on behalf of the Client in connection with the performance of Seen’s obligations under this DPA;

52.9
Sub-Processor means another Data Processor engaged by Seen for carrying out processing
activities in respect of the Protected Data on behalf of the Client; and

52.10
Supervisory Authority means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws.

52.11
Interpretation
References to any Applicable Laws (including to the Data Protection Laws and each of them) and to terms defined in such Applicable Laws shall be replaced with or incorporate (as the case may be) references to any Applicable Laws replacing, amending, extending, re-enacting or consolidating such Applicable Law (including the GDPR and any new Data Protection Laws from time to time) and the equivalent terms defined in such Applicable Laws, once in force and applicable. A reference to a law includes all subordinate legislation made under that law.

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Privacy Policy

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Seen is software that reveals the identity of your anonymous website traffic and turns them into actionable leads within a business to business environment.

As a leading provider of SaaS solutions, we are committed to providing a high calibre data led solution for all of our clients, as part of that we take data compliance extremely seriously and are pro-active in ensuring the compliance of both the SaaS solutions we provide to our customers as well as ensuring compliance as a business entity in our own right.

The purpose of this statement is to provide information regarding how and why Seen collect, process and store data, as well as providing the appropriate contact information should you wish to request the information we hold about you, withdraw from processing or request deletion of any data we hold about you.

Under the EU General Data Protection Regulation (GDPR) there are six lawful basis for processing personal data.  These are detailed as follows:

  • Consent – the individual has given clear consent for you to process their personal data for a specific purpose
  • Contract – the processing is necessary for a contract you have with the individual, or because they have asked you to take specific steps before entering into a contract
  • Legal Obligation – the processing is necessary for you to comply with the law (not including contractual obligations)
  • Vital Interests – the processing is necessary to protect someone’s life
  • Public Task – the processing is necessary for you to perform a task in the public interest or for your official functions, and the task or function has a clear basis in law
  • Legitimate Interests – the processing is necessary for your legitimate interests or the legitimate interests of a third party unless there is a good reason to protect the individual’s personal data which overrides those legitimate interests. (This cannot apply if you are a public authority processing data to perform your official tasks.)

Further information regarding the lawful basis for processing personal data can be found at ico.org.uk

Seen Marketing and Sales Data

As an organisation that processes business related data, Seen has assessed all six grounds for lawful processing of personal data and has selected ‘Legitimate Interests’ as the most suitable lawful ground for the processing of data for the purposes of Seen marketing and sales

Seen collects, processes and stores data relating to businesses and decision makers.  We believe that the individuals that we process the data of, are likely to have an interest in the Seen product.  Deemed as ‘Legitimate Interest’ this is based upon specific criteria including the business industry sector, size of organisation as well as the individual’s job function within the organisation.  Our typical segmentation includes those within marketing, sales, business development, MD and owner related job functions, although this list is not exhaustive and other variables may apply.

We will only ever collect, process and store the essential information required for making contact with the data subjects within a business environment.  The personal data we collect is limited to first name, last name, email address, social profiles (limited to LinkedIN) as well as business IP address.  Other business related data may also be processed including business name, job function, turnover and business address, however we will never collect further personal data such as those classed under ‘Sensitive Personal Data’.

The data collected will be used to communicate marketing and sales messages relating to the Seen product, based upon the job function held by the data subject.  Seen specifically only sends messages to those we believe are likely to be interested in the Seen product based upon the organisation they are employed by and based upon their job function within that organisation.  Messages from Seen could be delivered via email, social media, via telephone or any other business to business (B2B) marketing methods that may be relevant.

When you send Seen an enquiry or booking form via our website or one of our micro sites you will be asked to provide your contact details. We will use the data you provide to process your request and may use it to inform you by email, telephone or mail about other Seen products and services that we feel may be of interest to you, it is deemed that as you have visited the Seen website and provided us with your contact information that you are legitimately interested in our products and services.  You have the right to object from any method of correspondence at any time, using the unsubscribe button on an email, by informing the telephone operator or by contacting us via any of the methods below.

How we Procure Data

At Seen we procure data in a variety of ways, collected in line with the lawful basis of ‘Legitimate Interests’.  If you have received correspondence from us, we will have procured your data in one of the following ways:

  • You have requested information from Seen on a previous occasion
  • Someone has sent us your e-mail address requesting information about our articles and/or services be sent to you
  • You or someone else has expressly shared your contact details with us for the purpose of receiving information now and/or in the future
  • We have previously met at an event and your business card or contact details were handed to us willingly
  • You or a business colleague has visited our website and we believe that there is a genuine legitimate interest in our services
  • You have previously connected with a member of our team via the LinkedIN and discussed our services
  • A member of our team has found your business and your contact details online, believing that your business would genuinely be interested in the Seen product, based upon your job function aligning with our typical customer profiles they have made contact to introduce you to our product
  • Your data has been purchased by a registered third party data supplier, which will have been segmented by industry, organisation size and job function based upon our typical customer profiles. (Due diligence checks around GDPR compliance will have been conducted accordingly)

Legitimate Interest Assessment (LIA)

Seen has carried out a Legitimate Interest Assessment (LIA) as advised by the ICO.  Based upon that assessment it is deemed that the rights and freedoms of the data subjects would not be overridden in our correspondence regarding Seen and that in no way would a data subject be caused harm by our correspondence. Based upon our segmentation by organisation and by specific job function, coupled with our processing of personal data within the context of a business environment, we believe that any individual that receives correspondence from Seen in a direct marketing or sales capacity, could be legitimately interested in the Seen solution.  It is also deemed that direct marketing and sales is necessary in the context of promoting Seen to professionals in business in order to increase awareness of our SaaS solution in the marketplace.

Per the ICO guidance, Seen can confirm:

  • We have checked that legitimate interests is the most appropriate basis
  • We understand our responsibility to protect the individual’s interests
  • We have conducted a legitimate interests assessment (LIA) and kept a record of it, to ensure that we can justify our decision
  • We have identified the relevant legitimate interests
  • We have checked that the processing is necessary and there is no less intrusive way to achieve the same result
  • We have done a balancing test, and are confident that the individual’s interests do not override those legitimate interests
  • We only use individuals’ data in ways they would reasonably expect
  • We are not using people’s data in ways they would find intrusive or which could cause them harm
  • We do not process the data of children
  • We have considered safeguards to reduce the impact where possible
  • We will always ensure there is an opt-out / ability to object
  • Our LIA did not identify a significant privacy impact, and therefore we do not require a DPIA
  • We keep our LIA under review every six months, and will repeat it if circumstances change
  • We include information about our legitimate interests in our privacy notice

Seen has an in-house data verification team, who are responsible for ensuring the validity and quality of the data contained within the Seen CRM system ‘Cyclone’.  The team continually cleanse the data held within the CRM system, completing a full cleanse cycle at least once every 12 months.  Any records found to be out of date are placed into a deletion queue which is securely purged four times in a 12 month period.

Data Storage and Retention

The data held within the Seen CRM system is processed and stored in the UK within a secure environment.

Seen has a continual cycle of cleansing and refreshing data contained with our CRM system, all data is verified at least once in a 12 month cycle.  Any invalid records are placed into a deletion queue, which is then securely purged four times in a 12 month period.

Request to Object

In all correspondence with you we will give you the right to object from receiving further correspondence from Seen.  On any emails you receive from Seen there will be the option to ‘unsubscribe’ from receiving any further email correspondence.  If you receive a telephone call from us, you have the right to request not to receive any further calls.  Seen has a companywide CRM system, your request to object will be logged within our CRM system to ensure that you do not receive any further calls.

Should you wish to object to receiving communication from Seen, you can do so in a variety of ways:

  • Please click the ‘unsubscribe’ link at the bottom of every email
  • If you have received a call, please tell the representative that you do not wish to receive any further communication
  • Please call 02033 227 344 and ask to speak with head of Data Compliance Team

You can also make your request by emailing:

team@useseen.com

Or by writing to:

Data Compliance, Seen, rd Floor, 86-90 Paul Street, London, EC2A 4NE.

All requests will be processed within 30 days. Your details will be added to a suppression file to ensure that your details cannot be processed by the Seen CRM system in the future.  Please note this applies only to the processing of your personally identifiable data, not that of the business data which does not fall under the remit of GDPR.

Request for Deletion

It is important to understand the difference between a right to object and a request for deletion.  If you make a request for deletion, we will remove any data we hold about you from the Seen CRM system.  This will also mean that we will remove you from our suppression files.  If you are removed from our suppression files, there is a risk that your data may be processed again in the future if your details are re-added to our CRM system by a member of our sales team who genuinely believes that your business would benefit from Seen.  If you do not wish for us to contact you again about Seen, we would recommend you request to object rather than a request for deletion, as this will ensure that your details are always suppressed from processing.

The option however is yours, and in either case we will process your request within 30 days.

Please make your request in writing by emailing:

team@useseen.com

Or by writing to:

Data Compliance, Seen, rd Floor, 86-90 Paul Street, London, EC2A 4NE.

Request for Data Held

You may request that we send you all of the data we hold that relates to you.  Please make your request in writing;

By emailing:

team@useseen.com

Or by writing to:

Data Compliance, Seen, rd Floor, 86-90 Paul Street, London, EC2A 4NE.

We will process and respond to your request within 30 days, this service will be free of charge.

This policy was last reviewed and updated on the 7th February 2018.  Policies are periodically reviewed to ensure compliance with the current compliance environment.

For questions relating to this policy, please contact team@useseen.com


Data Compliance

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The Seen Product

The Seen product is a market leading B2B sales and marketing enablement tool. It is SaaS (Software as a Service) and provides businesses with insight relating to their website visitors, including collection reviews and displaying them for prospective visitors.

The Seen software is almost entirely focused on leveraging business related information to effectively match a business IP address with wider business data to provide valuable business related visitor information to our customers. Seen does not identify any personal IP addresses, mobile devices or any other data than that associated with the business.

Business related data is not applicable under GDPR – which has the intention of protecting personal data. Therefore, the majority of the Seen solution and its features are not relevant to GDPR.

Contact Data

An additional feature of Seen aside from the main solution, is to provide customers with the contact information of key decision makers at the organisations that have pro-actively visited the company website. As this information contains details including first name, last name, email address and LinkedIN profile, this aspect of Seen constitutes the processing of personal data and therefore, is required to be compliant with GDPR.

Seen will only ever collect business IP addresses, which are then matched to a business profile, from there Seen offers customers the opportunity to purchase the contact details of relevant decision makers within the matched business. The data available will only relate to decision makers at the organisations that have pro-actively visited a customer’s website, in this regard it is anticipated that this data will be leveraged by the Seen customer base under the lawful basis for processing of ‘Legitimate Interests’. It is anticipated that Seen customers will select the most appropriate point of contact from the data provided by Seen to convey a highly relevant, targeted message either by email, telephone or by post to the business address and to the point of contact. Any correspondence will be based upon their likely interest in the organisation’s product or service following their visit to the organisation’s website.

Under GDPR, Seen will only ever process necessary personal data, which is limited to first name, last name, LinkedIN profile URL and email address. Seen will process further business related data such as business IP, business name, job function and business telephone numbers. No sensitive personal data will be collected or processed in any way.

Seen customers have the option of using Seen without leveraging contact data, in which case the Seen solution is unrelated to GDPR on the basis that it will only process business data. If a customer opts to use the contact data feature of Seen, it is deemed that this will be leveraged under the lawful basis of ‘Legitimate Interests’, however the customer will be responsible for ensuring the data used is processed within their business in a method that is compliant with GDPR – each customer will be responsible for conducting their own due diligence checks and producing their own policies as applicable to their business.

Six Lawful Basis for Processing Personal Data

Under the EU General Data Protection Regulation (GDPR) there are six lawful basis for processing personal data. These are detailed as follows:

  • Consent – The individual has given clear consent for you to process their personal data for a specific purpose
  • Contract – The processing is necessary for a contract you have with the individual, or because they have asked you to take specific steps before entering into a contract
  • Legal Obligation –The processing is necessary for you to comply with the law (not including contractual obligations).
  • Vital Interests – The processing is necessary to protect someone’s life.
  • Public Task – The processing is necessary for you to perform a task in the public interest or for your official functions, and the task or function has a clear basis in law
  • Legitimate Interests – The processing is necessary for your legitimate interests or the legitimate interests of a third party unless there is a good reason to protect the individual’s personal data which overrides those legitimate interests. (This cannot apply if you are a public authority processing data to perform your official tasks).

Source: ico.org.uk, February 2018.

The information relating to the six lawful basis for processing personal data is taken from the ICO website and the GDPR regulation documentation. Further information regarding the lawful basis for processing personal data can be found at ico.org.uk

Legitimate Interest Assessment (LIA)

Seen has carried out a Legitimate Interest Assessment (LIA) as advised by the ICO. Based upon that assessment it is deemed that the rights and freedoms of the data subjects would not be overridden in our processing of the personal data and that in no way would a data subject be caused harm by the Seen processing. Based upon our segmentation by organisation and by specific job function, coupled with our processing of personal data within the context of a business environment, it is deemed that any processing of data will be limited to business matters, and therefore any risk of personal compromise is extremely unlikely. It is also deemed that direct marketing and sales is necessary in the context of following up with website visitors in order to better serve visitors and to generate business sales.

Per the ICO guidance, Seen can confirm:

  • We have checked that legitimate interests is the most appropriate basis
  • We understand our responsibility to protect the individual’s interests
  • We have conducted a legitimate interests assessment (LIA) and kept a record of it, to ensure that we can justify our decision
  • We have identified the relevant legitimate interests
  • We have checked that the processing is necessary and there is no less intrusive way to achieve the same result
  • We have done a balancing test, and are confident that the individual’s interests do not override those legitimate interests
  • We only use individuals’ data in ways they would reasonably expect
  • We are not using people’s data in ways they would find intrusive or which could cause them harm
  • We do not process the data of children
  • We have considered safeguards to reduce the impact where possible
  • We will always ensure there is an opt-out / ability to object
  • Our LIA did not identify a significant privacy impact, and therefore we do not require a DPIA
  • We keep our LIA under review every six months, and will repeat it if circumstances change
  • We include information about our legitimate interests in our privacy notice

How we Process Data

The Seen solution provides businesses with the details of organisations that have visited their website based upon business IP tracking. Seen matches this data to a database of business points of contact, presenting this information to its customers as potential contacts from the visiting organisation, that based upon the pro-active business visit could be interested in the products/services on offer. In order to do this, Seen will process first name, surname, LinkedIN profile URL and email address along with business data in order to present that information to its customers. The data is presented to customers via a secure, unique log in access to the Seen portal. Customers have the option of purchasing relevant points of contact, including email addresses and names from the visiting organisations. From that point the data limited to email address, name, LinkedIN profile URL and supporting business information including business telephone number will be transferred to the customer, again via the secure portal. Seen acts as a data processor in this regard, Seen is not liable for the onward processing of the data via each customer, although we strongly advise all customers to ensure compliance with GDPR in all aspects of personal data processing.

How we Procure Data

At Seen we procure data in a variety of ways, collected in line with the lawful basis of ‘Legitimate Interests’. The following are ways in which we collect and process data:

Business Data

Although business data is not relevant under GDPR, Seen is committed to providing a transparent solution so that customers can effectively assess their own compliance. Seen collects business data via the following methods:

  • Primary research – Seen has a UK based in-house team who gather data relating to business from publicly available information, using search engines and other online tools to research global businesses.
  • Secondary research – Seen has a UK based in-house team who use existing publicly available sources of data such as Companies House and the WebCheck service to enhance the business data.
  • Purchase – Seen purchases business information from a number of selected third party data vendors who are vetted to ensure the quality and validity of the business data provided.

Personal Data

Seen collection and processing of personal data is limited to:

  • First name
  • Last name
  • Email address
  • LinkedIN profile URL

Seen procures this personal data in the following ways:

  • Primary research – Seen has a UK based in-house team who gather data relating to key decision makers at organisations from publicly available sources including the website of each business.
  • Secondary research – Seen has a UK based in-house team who use existing publicly available sources to gather the information relating to key decision makers including the Directors’ Register at Companies House, Dun & Bradstreet, Duedil and LinkedIN.
  • Purchase – Seen purchases data from selected third party data vendors with key segmentation criteria to ensure that only decision makers from registered businesses are procured. All third party data vendors have been checked for GDPR compliance and to ensure the validity and accuracy of data.

Seen also uses automated scripts and algorithms to collect, process and validate both business data as well as the personal data detailed above. These automated processes are subject to the same compliance checks as all manual processes.

How we Ensure Data Validity and Currency

Seen has a UK based in-house data verification team who are responsible for ensuring the validity and currency of the data contained within the Seen solution. The team continually cleanse the data held within the Seen software, completing a full cleanse cycle of both business and personal data at least once every 12 months. Any records found to be out of date are placed into a deletion queue which is securely purged four times in a 12 month period.

The data verification team use both manual methods as well as automated scripts and algorithms via an extensive multi-staged process to ensure the utmost validity and currency of data. Seen takes data cleansing extremely seriously as this ensures a highly compliant solution as well as a high calibre solution for all of the Seen customers.

Data Storage and Retention

The data held within the Seen solution is processed and stored in the UK within a secure environment.

Seen has a continual cycle of cleansing and refreshing data, all data within the Seen solution is verified at least once in a 12 month cycle. Any invalid records are placed into a deletion queue, which is then securely purged four times in a 12 month period.

Request to Object

Any individual who has been identified as a website visitor by Seen has the right to object to receiving correspondence from a Seen customer by contacting them directly and requesting to object, you can find their specific processes for this by visiting their company website and reviewing their privacy policies.

Should you wish to withdraw from Seen processing your personal data for use by the Seen software, please make your request in writing:

By emailing:

team@useseen.com

Or by writing to:

Data Compliance, Seen, 86-90 Paul Street, London, EC2A 4NE.

All requests will be processed within 30 days. Your details will be added to a suppression file to ensure that your details cannot be processed by the Seen software in future. Please note that this applies only to the processing of your personally identifiable data, not that of the business data which does not fall under the remit of GDPR.

Request for Deletion

It is important to understand the difference between a right to object and a request for deletion. If you request deletion, we will remove any data we hold about you from the Seen software. This will also mean that we will remove you from our suppression files. If you are removed from our suppression files, there is a risk that your data may be processed again in the future if your details are re-added to our software by our data procurement team. If you do not wish for Seen to process your personal data in the future, we would recommend you request to object rather than a request for deletion, as this will ensure that your details are always suppressed from processing.

The option however is yours, and in either case we will process your request within 30 days.

Please make your request in writing by emailing: team@useseen.com

Or by writing to:

Data Compliance, Seen, 86-90 Paul Street, London, EC2A 4NE.

Request for Data Held

You may request that we send you all of the data we hold that relates to you. Please make your request in writing;

By emailing:

team@useseen.com

Or by writing to:

Data Compliance, Seen, 86-90 Paul Street, London, EC2A 4NE.

We will process and respond to your request within 30 days, this service will be free of charge.

This policy was last reviewed and updated on the 7th February 2018. Policies are periodically reviewed to ensure compliance with the current compliance environment.

For questions relating to this policy, please contact team@useseen.com


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