1. About these terms
- These Terms of Use (“Terms”) govern: (a) your use of sequova.com (the “Website”); (b) your participation in the NEUROS waitlist; and (c) any audit, workflow build, documentation, handover, or retainer services we provide (the “Services”).
- The Website and Services are operated by Sequova (“Sequova”, “we”, “us”, “our”) from the United Kingdom.
- By using the Website, joining the waitlist, or engaging us for Services, you confirm you accept these Terms. If you do not accept them, you must not use the Website or engage us.
- If you act for an organisation, you confirm you have authority to bind that organisation to these Terms.
- These Terms are in English and any contract concluded under them is concluded in English.
2. Who we are and how to contact us
- Sequova is a business operating from the United Kingdom.
- General contact: info@sequova.com.
- Legal and contractual notices: info@sequova.com with “Legal notice” in the subject line.
- Privacy queries: info@sequova.com with “Privacy” in the subject line.
3. Eligibility
- The Website and Services are intended for adult users acting in a business or professional capacity.
- You confirm that you are at least 18 years old. We do not knowingly provide Services to anyone under 18.
4. Acceptable use of the Website
- You must not use the Website in any way that is unlawful, fraudulent, harmful, or that breaches the Computer Misuse Act 1990.
- You must not attempt to gain unauthorised access to the Website, its servers, or any database or network connected to it.
- You must not introduce viruses, worms, trojans, ransomware or other malicious code, attempt a denial-of-service attack, or use automated means to scrape, index or copy the Website beyond ordinary, reasonable use.
- You must not use the Website or any contact details obtained from it to send unsolicited marketing communications in breach of the Privacy and Electronic Communications Regulations 2003 (“PECR”).
- We may suspend, restrict, or remove your access to the Website if we reasonably believe these Terms have been breached.
5. Services and how a contract is formed
- We provide ops audits, workflow builds, documentation, handover, and optional retainer support.
- Specific pricing, scope, deliverables, milestones and timelines are agreed in a written proposal or statement of work (“SOW”).
- Information on the Website is an invitation to treat, not an offer. A contract for Services is only formed when both parties have agreed the SOW in writing (including by email).
- If a SOW conflicts with these Terms, the SOW prevails for that specific engagement, except for any clauses of these Terms that cannot lawfully be overridden.
6. Fees, invoicing, and payment
- Fees and payment terms are set out in the SOW. Unless otherwise stated, invoices are payable within 14 days of issue.
- Unless stated otherwise, all fees are exclusive of VAT and any other applicable taxes, which (if any) will be added at the prevailing rate.
- If you are a business customer and pay late, we are entitled to claim statutory interest, compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
- We may suspend Services if invoices are overdue by more than 14 days, after giving you reasonable written notice and an opportunity to pay.
- Unless agreed otherwise, fees for work already performed are non-refundable. Pre-payments for work not yet commenced will be refunded promptly if the engagement is cancelled.
7. Your responsibilities as a client
- Provide accurate, complete information, cooperate in good faith, and respond to reasonable requests within a reasonable time.
- Maintain your own software accounts, licences, API credentials, subscriptions and integrations, and comply with the terms of those third-party providers.
- Ensure you have the legal right to share with us any data, content, or credentials you provide, and that doing so does not breach any third-party agreement.
- Take responsibility for backing up your data and for reviewing the behaviour of any workflow once it has been handed over to you.
- Where personal data is involved, comply with your obligations as data controller under the UK GDPR and Data Protection Act 2018.
8. Intellectual property in deliverables
- On full payment of the relevant fees, you receive a perpetual, worldwide, non-exclusive, non-transferable licence to use the deliverables created specifically for you under a SOW for your internal business purposes.
- Where a SOW expressly states that ownership of bespoke deliverables transfers to you, we will assign the relevant intellectual property rights to you on payment in full.
- We retain ownership of all pre-existing know-how, methodologies, templates, code libraries, frameworks, tools, and generic components used in the engagement (“Sequova IP”).
- You may not resell, sublicense, or distribute Sequova IP to third parties without our prior written consent.
- Nothing in this clause transfers any rights in third-party software, models, or platforms used in a workflow; those remain governed by their own licences.
9. Website content and trade marks
- The Website, including its text, graphics, logos, layout and code, is owned by Sequova or its licensors and is protected by copyright, trade mark and other UK intellectual property laws.
- You may view, share and print pages from the Website for your own personal or internal business use, provided you do not alter the content or remove any copyright or proprietary notices.
- “SEQUOVA” and the Sequova wordmark are unregistered trade marks of Sequova.
10. Confidentiality
- Each party will keep confidential information disclosed by the other in connection with the Services, use it only for the purposes of the engagement, and protect it with at least reasonable care.
- This obligation does not apply to information that: is or becomes public through no fault of the receiving party; was already known to the receiving party without obligation of confidence; is independently developed; or is required to be disclosed by law, regulator, or court order.
- Confidentiality obligations survive termination of any engagement.
11. Data protection
- How we handle personal data is described in our Privacy Policy.
- Where we process personal data on your instructions as part of an engagement, we act as a “processor” under Article 28 UK GDPR. We will agree appropriate data processing terms in or alongside the SOW.
- You remain the data controller for personal data you provide to us and are responsible for ensuring you have a lawful basis under Article 6 UK GDPR (and Article 9 where special category data is involved) to share it with us.
12. Warranties
- We will provide the Services with reasonable care and skill, as required by section 49 of the Consumer Rights Act 2015 (where you are a consumer) or section 13 of the Supply of Goods and Services Act 1982 (where you are a business).
- The Website is provided “as is” and “as available”. To the maximum extent permitted by law, all other warranties, conditions and terms — whether express, implied, statutory or otherwise — are excluded.
- We do not warrant that the Website will be uninterrupted, error-free, or free from viruses, or that any specific business outcome will be achieved from a workflow build.
- We do not warrant the performance, availability or pricing of third-party platforms or AI models used in any workflow.
13. Limitation of liability
- Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded under the Unfair Contract Terms Act 1977, the Consumer Rights Act 2015, or other applicable UK law.
- Subject to the paragraph above, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profits, revenue, business, contracts, goodwill, anticipated savings, or opportunity; loss or corruption of data not caused by our breach of duty; or indirect, special or consequential loss.
- Subject to the first paragraph of this clause, our total aggregate liability arising under or in connection with an engagement is limited to the fees actually paid by you for the Services giving rise to the liability in the 12 months immediately preceding the event giving rise to the claim.
- For use of the Website where no Services have been engaged, our total aggregate liability to you is limited to one hundred pounds sterling (£100).
- You are responsible for maintaining adequate insurance for your business.
14. Indemnity
- You will indemnify us against losses, claims and reasonable costs (including reasonable legal costs) we suffer or incur as a direct result of: your breach of these Terms; your misuse of the Website; or your provision to us of materials, content, or credentials that infringe third-party rights or applicable law.
15. Term and termination
- For project Services, the contract continues until the agreed deliverables are completed and accepted.
- For retainer Services, unless otherwise agreed, either party may end the retainer on 30 days' written notice.
- Either party may terminate immediately by written notice if the other commits a material breach not remedied within 14 days of being asked in writing to remedy it, or becomes insolvent, enters administration, or is unable to pay its debts as they fall due.
- On termination, you must pay for all Services properly performed up to the date of termination. Clauses dealing with confidentiality, intellectual property, liability, indemnity, governing law and any others intended by their nature to survive will continue to apply.
16. Force majeure
- Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, pandemic, war, civil unrest, government action, cyber-attack, internet or telecommunications failure, or material failure of a third-party platform on which the Services depend.
- The affected party will notify the other promptly and use reasonable efforts to mitigate. If the event continues for more than 60 days, either party may terminate the affected engagement on written notice without liability, except for fees due for Services already performed.
17. NEUROS waitlist
- Joining the NEUROS waitlist is free and does not guarantee access, launch timing, pricing, or specific features.
- We will use the waitlist email address only to send relevant product updates and early-access information, in line with our Privacy Policy and PECR.
- You can withdraw consent at any time using the unsubscribe link in any waitlist email, or by emailing info@sequova.com.
18. Third-party services and links
- The Website may link to, and our Services may integrate with, third-party platforms, models and providers (for example Slack, Notion, Make, Anthropic, OpenAI, Google, Microsoft).
- We are not responsible for the availability, content, pricing, terms or actions of those third parties. Your use of them is governed by their own terms.
19. Notices
- Legal notices to Sequova should be sent by email to info@sequova.com with “Legal notice” in the subject line, and are deemed received on the next working day in the United Kingdom.
- Notices to you may be sent to the email address you provided or, if you are a client, to the contact address set out in the SOW.
20. Changes to these terms
- We may update these Terms from time to time. The “Last updated” date at the top of the page will reflect the current version.
- For existing engagements, the version of these Terms in force when the SOW was signed continues to apply unless both parties agree otherwise in writing.
- Continued use of the Website or the NEUROS waitlist after a change indicates acceptance of the updated Terms.
21. General
- Entire agreement: these Terms, together with any SOW and our Privacy Policy, form the entire agreement between us and supersede all prior discussions, representations or agreements on the same subject matter, except for any liability for fraud or fraudulent misrepresentation.
- Assignment: you may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or novate this contract to a successor or affiliate, provided your rights are not materially reduced.
- No partnership or agency: nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the parties.
- Severability: if any provision is held by a court of competent jurisdiction to be unenforceable, the remaining provisions continue in full force.
- Waiver: a failure or delay in enforcing a right under these Terms is not a waiver of that right or any other right.
- Third-party rights: a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
22. Consumer rights and ADR
- If you are a consumer (an individual acting wholly or mainly outside your trade, business, craft or profession), nothing in these Terms affects your statutory rights under the Consumer Rights Act 2015 or any other applicable UK consumer protection law.
- If we cannot resolve a dispute with a consumer, you may be entitled to use an alternative dispute resolution (ADR) service. We are not currently obliged to use, and do not subscribe to, a specific ADR provider.
23. Complaints
- We would always rather hear from you first so we can try to fix the problem. Email info@sequova.com with “Complaint” in the subject line and a clear description of the issue.
- We will acknowledge complaints within 5 working days and aim to provide a substantive response within 30 days.
24. Governing law and jurisdiction
- These Terms, any SOW, and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales.
- Subject to clause 22 (consumer rights and ADR), the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.
25. Contact us
For any question about these Terms, please contact info@sequova.com.