Terms of Service

Language. These Terms are drafted in English. A French translation is provided for convenience only. In case of any conflict, divergence or ambiguity between the English version and any translation, the English version prevails.

1. Who we are and what these Terms cover

1.1 These Terms of Service (the "Terms") are a contract between seequency, Inc., a Delaware corporation with its address at 131 Continental Drive, Suite 305, Newark, Delaware 19713, United States ("Seequency", "we", "us"), and the business that creates an account (the "Customer", "you").

1.2 They govern your use of the Seequency platform, its integrations and related services (the "Service"). The Data Processing Agreement (the "DPA") and, for customers on the Piloted plan, the Piloted Add-on form part of these Terms. The free simulator is governed by separate Simulator Terms.

1.3 The Service is for businesses only. By accepting these Terms, the person who creates the account confirms that they act on behalf of a business and have authority to bind it. The Service is not offered to consumers.

2. What Seequency does, and what it does not do

2.1 Seequency is a software tool. It lets you turn a quote you issue to your own client (your "Client") into a schedule of stages and payments called a "Seequence", share it with your Client, and record the events of each stage.

2.2 Seequency records, dates and attributes. It records what you and your Client declare and do, with the date and the author.

2.3 Seequency never holds, receives, transfers or collects the funds paid under a Seequence. Your Client pays you directly, by the means you choose. Seequency does not initiate payments, is not a payment service provider, is not a collection agency, and does not act as your agent towards your Client except as expressly set out in an add-on you subscribe to.

2.4 Seequency does not issue invoices on your behalf. Any document Seequency prepares in your accounting software is a draft or an estimate that you review, issue and send yourself.

2.5 Seequency does not inspect, verify, certify or guarantee any work, delivery, amount, tax treatment or obligation between you and your Client. It does not decide disagreements between you and your Client.

2.6 The contract between you and your Client remains your own. Seequency is not a party to it. Any rule you propose to your Client in a Seequence, including a review period after which a stage is deemed uncontested, applies between you and your Client only.

3. Your account

3.1 One account, one business. An account issues Seequences for a single business. When you sign up, you declare that the quotes uploaded from the account will be issued by that business only. A business that issues quotes for several companies opens one account per company.

3.2 You keep your access link and your email account secure. You are responsible for all activity under your account.

3.3 Roles. The account holder (the "Owner") may invite members with roles: administrator, project manager, contributor, viewer, and billing contact. The Owner alone may delete the account, remove a member, and transfer ownership. A contributor may propose that a stage is delivered but never declares it to your Client. You are responsible for the acts of the members you invite.

3.4 Transfer of ownership. The Owner may transfer ownership to a member. The transfer takes effect only when the member accepts it, within 7 days of the request. The account and its subscription remain those of the business.

4. Your Clients and your data

4.1 You are responsible for the content you upload, including quotes, documents and deliverables, and for having the right to upload it and to share it with your Client.

4.2 Your quotes usually contain personal data about your Client. For that data, you are the controller and Seequency acts as your processor, under the DPA. You are responsible for having a lawful basis to use Seequency for that purpose and for informing your Client. Seequency provides an information notice for Clients that you may rely on.

4.3 Your Client accesses its page through a personal link. Anyone holding that link can view the page. You share the link only with your Client.

5. Artificial intelligence

5.1 Seequency uses artificial intelligence models, provided by a third party, to read quotes and to suggest how to split them into stages. The models' output is a suggestion. You review every Seequence before you send it, and you are responsible for what you send.

5.2 Seequency does not use your content to train artificial intelligence models.

6. Subscription, plans and fees

6.1 Plans. The Service is offered under the plans described on our pricing page at the time you subscribe (currently Essential, Pro, Piloted and Enterprise), with monthly or annual billing. Annual billing carries the discount shown on the pricing page. Additional seats, single Seequences, packs of Seequences and other add-ons are offered at the prices shown on that page.

6.2 Quota. Your plan's quota counts the Seequences launched during each calendar month.

6.3 Prices and taxes. Prices are stated excluding taxes. Prices are in euros for accounts in France and in US dollars for accounts in the United States. If you provide a valid VAT identification number of a European Union member state, your invoices are issued excluding VAT under the reverse charge mechanism, and you account for the VAT. Otherwise, applicable taxes, including French VAT, are added where required by law.

6.4 Payment. Fees are charged in advance, by card, through our payment processor, Stripe. You authorize us to charge your card for the fees of each period until your subscription ends.

6.5 Renewal. Your subscription renews automatically for successive periods of the same length unless you cancel it. For annual subscriptions, we send a reminder at least 7 days before each renewal.

6.6 Changing plans. An upgrade takes effect immediately and is charged pro rata for the rest of the current period. A downgrade takes effect at the end of the current period. A downgrade is not available while your team exceeds the limits of the lower plan.

6.7 Failed payment. If a payment fails, we retry it for about 14 days, during which you keep full access. After that, your account switches to read-only until the payment is made. We do not terminate your subscription automatically because of a failed payment.

6.8 Refunds. Fees already paid are not refundable, except where required by law or where we decide otherwise in writing.

6.9 Price changes. We may change our prices for future periods. We will notify you at least 30 days before a change applies to your subscription. If you do not accept the change, you may cancel before it applies.

7. Free trial

7.1 The Essential plan may be offered with a free trial. Your card is requested when you start the trial. No charge is made during the trial.

7.2 When the trial ends. The trial ends 7 days after the first payment recorded on your first Seequence, and in any case no later than 30 days after you sign up.

7.3 Notice before the first charge. When the first payment is recorded on your first Seequence, we email you the date of the first charge, its exact amount including taxes, the name that will appear on your statement, and a link to cancel. If the trial ends at the 30-day limit, our payment processor emails you a reminder 7 days before.

7.4 Cancelling during the trial. You may cancel at any time during the trial, online, with immediate effect. No charge is then made.

7.5 Upgrading to another plan during the trial ends the trial. The upgrade is then charged as set out in section 6.6.

7.6 One trial is offered per business and per card.

8. Cancellation and end of subscription

8.1 You may cancel your subscription at any time from the billing portal. Cancellation takes effect at the end of the current period. Your access continues until then.

8.2 Cancelling the subscription does not delete your account. Your ongoing Seequences remain readable by your Clients for 14 days after the end of the subscription.

8.3 Account deletion is governed by section 13.

9. Integrations with third-party services

9.1 The Service may connect to third-party services that you choose to connect, such as messaging, e-signature, accounting or project tools. When you connect one, you instruct Seequency to send to and receive from that service the data needed for the integration, including names, email addresses, stage labels and amounts. That data is then also governed by that service's own terms and privacy policy, which you accept with its provider.

9.2 Integrations with third-party services are provided as is and as available. They depend on access granted by each third-party provider, which may modify, suspend or withdraw it at any time. The unavailability of an integration does not affect the operation of Seequences, which continue through direct declaration and acceptance. It does not give rise to any compensation.

9.3 Your Client may connect its own messaging tool to its page. An acceptance given from that tool has the same effect as an acceptance given on the page.

10. Acceptable use

You will not, and will not let anyone:

(a) upload a quote you did not issue, or upload quotes for a business other than the one registered on your account;
(b) use the Service to deceive a Client, to request payment of an amount that is not due, or to harass anyone;
(c) upload unlawful content, malware, or content that infringes the rights of others;
(d) access the Service by automated means other than the interfaces we provide, probe its security, or overload it;
(e) resell, sublicense or provide the Service to third parties, except to your own members and Clients as the Service intends;
(f) use the Service in breach of applicable sanctions or export control laws.

We may suspend access that breaches this section, with notice where reasonably possible.

11. Intellectual property and feedback

11.1 You keep all rights in your content. You grant Seequency a non-exclusive, worldwide license to host, process and display your content only as needed to provide the Service.

11.2 Seequency keeps all rights in the Service. These Terms grant you a non-exclusive, non-transferable right to use the Service during your subscription.

11.3 Seequency may produce anonymized and aggregated statistics from the use of the Service, from which no person or business can be identified. Seequency will not attempt to re-identify any person or business from such statistics.

11.4 If you send us suggestions, we may use them without obligation to you.

12. Confidentiality

Each party keeps confidential the non-public information of the other party that it receives in connection with the Service, and uses it only to perform these Terms. This does not apply to information that is public, already known, independently developed, or that must be disclosed by law.

13. Account deletion and records

13.1 The Owner may request the deletion of the account. For 30 days after the request, you may still export your data.

13.2 Your ongoing Seequences continue until their last stage ends, plus 7 days, so that your Clients never find a dead link. The account and its personal data are then deleted.

13.3 Records of each Seequence. Seequency keeps a log of each Seequence: who declared, accepted, contested or reported what, and when. This log serves as evidence for you and your Client. It is kept for 6 years after the end of the Seequence, including after the deletion of your account, and is then deleted. During that period it is used only as evidence, at your request, your Client's request, or where required by law.

14. Warranties and disclaimer

14.1 Seequency will provide the Service with reasonable skill and care.

14.2 Except as stated in section 14.1, the Service is provided "as is" and "as available". To the fullest extent permitted by law, Seequency disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. Seequency does not warrant that the Service will be uninterrupted or error-free, or that any Client will pay any amount.

15. Limitation of liability

15.1 To the fullest extent permitted by law, neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, business or data, arising out of or in connection with these Terms.

15.2 To the fullest extent permitted by law, Seequency's total liability arising out of or in connection with these Terms, including liability for gross negligence, is limited to the fees you paid for the Service in the 12 months before the event giving rise to the claim.

15.3 Sections 15.1 and 15.2 do not limit liability for fraud, for willful misconduct, for your payment obligations, or for any liability that cannot be limited by law.

16. Indemnification

You will defend and indemnify Seequency against any third-party claim, including a claim by your Client, arising out of your content, your contract with your Client, or your breach of section 10, and against the resulting losses and reasonable costs.

17. Suspension and termination

17.1 Seequency may suspend access in case of serious or repeated breach of these Terms, or where needed to protect the Service or other users. Seequency will give notice where reasonably possible.

17.2 Either party may terminate these Terms for material breach that is not cured within 30 days of written notice.

17.3 On termination, sections 2, 4, 11.3, 12, 13, 14, 15, 16, 19 and 20 survive.

18. Changes to these Terms

Seequency may change these Terms. We will notify you of any material change at least 30 days before it applies. If you do not accept the change, you may cancel your subscription before it applies. Continued use after that date means acceptance.

19. Governing law and jurisdiction

19.1 These Terms, and any dispute arising out of or in connection with them, are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules.

19.2 Any action brought by you against Seequency arising out of or in connection with these Terms shall be brought exclusively in the state or federal courts located in the State of Delaware, and you consent to their jurisdiction.

19.3 Seequency may bring any action against you in the courts referred to in section 19.2 or in the courts of the place where you have your principal place of business.

19.4 JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR IN CONNECTION WITH THESE TERMS.

20. General

20.1 Notices. We send notices to the email address of the Owner. You send notices to [email protected].

20.2 Assignment. You may not assign these Terms without our consent. Seequency may assign them in connection with a merger, acquisition or sale of assets.

20.3 Force majeure. Neither party is liable for a failure caused by events beyond its reasonable control.

20.4 Severability. If a provision is held unenforceable, it is limited to the minimum extent necessary, and the rest remains in effect.

20.5 Entire agreement. These Terms, the DPA and any order you place form the entire agreement between the parties on their subject matter.