These Terms and Conditions apply to the provision of all services by John D Scotcher Ltd, a company registered in England and Wales under number 05710078, trading as sea-change.ai (“the Company”), whose registered address is 3 Warren Yard, Wolverton Mill, Milton Keynes, England, MK12 5NW.
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon their interpretation. Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender. References to persons shall include corporations.
1.4 No terms or conditions stipulated or referred to by you in any form whatsoever shall in any respect vary or add to these Terms and Conditions unless agreed by us in writing.
2.1 We will issue a formal Quotation for Acceptance once we have recommended and/or you have chosen the best option to suit your requirements.
2.2 The Services may include Foundation Services, Education Services, Automation Services, hosting (where applicable), and related support as set out in the Quotation.
2.3 Foundation Services and Education Services are deemed delivered once the relevant sessions, workshops, assessments, materials, and/or outputs have been provided.
2.4 Automation Services are provided on an ongoing basis for the agreed term (see clause 6.2), unless terminated earlier in accordance with these Terms and Conditions.
3.1 You acknowledge that AI systems are probabilistic and outputs may vary. We do not guarantee that any AI-generated output will be accurate, complete, appropriate, or fit for your intended purpose.
3.2 Unless otherwise expressly agreed in writing, any AI system, automation, or workflow provided or configured by us is a decision-support tool only. Final responsibility for decisions, actions, and outcomes remains with you.
3.3 The Services (including Foundation Services and Education Services) are provided for informational and educational purposes and do not constitute legal, financial, HR, regulatory, compliance, or other professional advice.
4.1 Where applicable, we may manage hosting environments on your behalf, including through third-party hosting providers such as Hostinger.
4.2 We will use reasonable endeavours to keep hosted Services operational, however we do not guarantee uninterrupted availability. We accept no liability for downtime, data loss, hacking, security incidents, API changes, service withdrawal, pricing changes, or other failures arising from Third-Party Platforms.
4.3 You acknowledge that changes to Third-Party Platforms may impact Automations and accept the associated risk.
4.4 You are responsible for maintaining appropriate backups of your data and content, and for the security of your devices, accounts, and credentials. You must keep all passwords safe and only access systems from secure connections.
5.1 Automation Services include reasonable ongoing support for issues arising from normal operation, subject to the limits in this clause.
5.2 Support time included per issue is:
5.3 Where issues arise due to Third-Party Platform changes (including API changes, deprecated features, altered authentication, altered pricing, or changed functionality), we will attempt to resolve them in good faith within the applicable allowance above.
5.4 Where resolution exceeds the applicable allowance, any additional work will be quoted at our prevailing hourly rate and undertaken only upon your Acceptance of that quotation.
6.1 Fees are payable as set out in the Quotation.
6.2 Where Automation Services are provided on a retained basis, the Contract term shall be 48 months from commencement, unless otherwise stated in the Quotation.
6.3 Early termination by you is permitted; however, termination before the end of the term requires payment in full of all remaining fees due for the remainder of the Contract term. Upon full settlement, the Contract will be treated as ended for the purposes of ongoing monthly payments.
6.4 You agree to pay for any additional services provided by us that are not specified in the Quotation. These additional services shall be charged in accordance with our current rate in effect at the time of performance or such other rate as may be agreed.
6.5 Should payment not be received by the due date, or if automatic payments have been cancelled without the required notice (if applicable), we reserve the right to suspend the Services, disable automations, and/or shut down hosted environments. Where Services are hosted by us or under our management, such suspension may cause partial or complete loss of availability.
6.6 All sums payable by either Party are inclusive of VAT where applicable for which that Party shall be liable. All payments shall be made in pounds sterling without any set-off, withholding or deduction except such amount (if any) of tax as you are required to deduct or withhold by law.
6.7 The time of payment shall be of the essence. If you fail to make any payment by the due date then, without prejudice to any right which we may have under any statutory provision in force from time to time, we shall have the right to suspend the Services and charge you interest at a rate of 8% per annum above the Bank of England base rate from time to time, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall be calculated on a daily basis and will accrue after as well as before any judgment.
6.8 Where a Client as a Limited Company enters into an agreement with us then we may require that at least one Company Director enters into a personal guarantee with us to guarantee all and any payments due to us from the Client.
7.1 You agree, where applicable, to:
7.2 If you fail to meet any of the provisions of this clause 7, without limiting our other rights or remedies, we shall:
You are responsible for the accuracy of any information submitted to us and for ensuring that the Quotation reflects your requirements. Our Quotation is based on the information provided to us at the time of preparing such Quotation. Should any errors or discrepancies become evident which affect the order value, we reserve the right to make adjustments to it.
9.1 If you wish to vary the Services to be provided, you must notify us as soon as possible. We will endeavour to make any required changes and will confirm any fee implications in writing.
9.2 If, due to circumstances beyond our control, we have to make any change in the arrangements relating to the provision of the Services, we will notify you immediately. We will endeavour to keep such changes to a minimum and will seek to offer arrangements as close to the original as is reasonably possible in the circumstances.
9.3 Any agreed variation or amendment will be carried out in accordance with these Terms and Conditions and any price increase required as a result of an agreed variation or amendment will be payable in accordance with the payment terms above.
10.1 Foundation Services and Education Services cannot be cancelled once the Contract is formed, except at our discretion. Where cancellation is agreed, you will remain responsible for fees incurred up to the cancellation date and any non-recoverable costs.
10.2 Automation Services are provided for a 48-month term (unless otherwise stated). Early termination by you is permitted only in accordance with clause 6.3 (payment in full of remaining fees).
10.3 Either Party has the right to terminate the Services immediately if the other Party:
10.4 In the event of termination for your default, all payments required under this Contract shall become due and immediately payable.
10.5 Any and all obligations of the Parties which either expressly or by their nature continue beyond termination, cancellation or expiration of this Contract shall survive termination on a pro-rata basis.
11.1 We reserve the right to suspend or disable the Services (including Automation Services and hosted environments) with immediate effect where:
11.2 Suspension may result in partial or complete loss of availability of automations and associated systems. We accept no liability for losses arising from lawful suspension under these Terms and Conditions.
12.1 Upon termination or expiry of Automation Services (including early termination after full settlement), you will be offered exports of automations created specifically for you, in a format suitable for you to deploy and operate on your own hosting or on other compatible Third-Party Platforms.
12.2 We provide no warranty, support, or ongoing responsibility for exported automations once delivered, and we accept no liability for operation, maintenance, or outcomes after termination.
Each Party undertakes that throughout the duration of the Contract, the Parties may disclose certain confidential information to each other. Both Parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under this Contract. Each Party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless authorised by the other Party in writing.
14.1 Both Parties agree to comply with all applicable data protection legislation including, but not limited to, the Data Protection Act 2018 and UK GDPR.
14.2 You acknowledge that, where necessary to provide the Services, data supplied by you may be processed within Third-Party Platforms. We will use your data only as necessary to deliver the Services and in accordance with applicable law.
15.1 Subject to a written agreement to the contrary, we retain ownership in all intellectual property which may subsist in the provision of the Services. Nothing in the Contract shall vest any ownership rights in you.
15.2 Provided payment is made in accordance with the Contract, we grant you a non-exclusive licence to use deliverables created specifically for you only for your internal business purposes.
15.3 We retain ownership of and the right to reuse any general methodologies, frameworks, patterns, prompts, and non-client-specific logic developed or used in delivering the Services.
15.4 Any licence granted shall be automatically revoked if you breach these Terms and Conditions or if the Contract is terminated in accordance with clause 10.
15.5 You warrant that any information, materials, or instructions supplied by you shall not cause us to infringe any intellectual property or other legal rights in the execution of the Services. You will indemnify us against all losses, damages, costs and expenses arising from breach of this warranty.
16.1 To the fullest extent permitted by law, we shall not be liable for any loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of data, or for any indirect, special, incidental, or consequential loss or damage arising out of or in connection with the provision of the Services.
16.2 Without limitation, we shall not be liable for:
16.3 Our total aggregate liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim.
16.4 All warranties, representations, and conditions, whether express or implied, are excluded to the fullest extent permitted by law.
Nothing in the Contract shall render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.
18.1 You shall not be entitled to assign the benefits under the Contract.
18.2 We may sub-contract the performance of any of our obligations under the Contract without your prior written consent. Where we sub-contract, we shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.
The Client's conduct towards us will, at all times and in all forms of communication, be professional and courteous. In the event that we view any client communication as discourteous, unprofessional or rude, we reserve the right to terminate or suspend any services being provided as per clauses 10 and 11.
20.1 If any dispute or claim arises out of or in connection with this Contract, or the performance, validity, or enforceability of it, the Parties shall first seek to resolve the dispute through good-faith negotiation.
20.2 If the dispute cannot be resolved by negotiation within 14 days, the Parties agree to refer the dispute to mediation conducted by an independent third-party mediator agreed between the Parties.
20.3 If the Parties are unable to agree on a mediator within 14 days, the mediator shall be appointed by the Centre for Effective Dispute Resolution (CEDR) or such other recognised mediation body as may be agreed.
20.4 The mediation shall take place in England and shall be conducted in accordance with the mediator’s standard mediation procedure.
20.5 Litigation proceedings may not be commenced unless and until the mediation process has concluded or one Party has refused to participate in mediation.
20.6 Nothing in this clause shall prevent either Party from seeking urgent injunctive or equitable relief where such relief is necessary to prevent immediate and irreparable harm.
Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party.
No failure or delay by either Party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions. The remainder shall be valid and enforceable.
No part of the Contract is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract.
Notices will be deemed to have been duly received and properly served 24 hours after an email is sent or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.
26.1 These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
26.2 Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales, subject always to clause 20 (Dispute Resolution).
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