These Terms of Service (hereinafter – the Terms) contain the terms and conditions that govern all use of our platform and services.
The SeedSoft services are offered to you subject to your acceptance, without modification, of all the terms and conditions contained herein and in our Privacy Policy (at https://seedsoft.io/privacy-policy/), and any future modifications thereof. When accepted by you (as defined below), these Terms form a legally binding contract between you and Tellus Mater GmbH (hereinafter – the Supplier, as defined below). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.
The Supplier may, in its sole discretion, elect to suspend or terminate access to, or use of the SeedSoft platform to anyone who violates these Terms.
If you register for a free trial of the SeedSoft platform, the applicable provisions of these Terms will govern that free trial.
The original language of these Terms is English. The Supplier may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.
“Account” means an account through which the Client uses the Platform;
“Agreement” means the Agreement on provision of SeedSoft Services composed of these Terms, the Special Terms and other documents as specified in Clause 17.3.
The use of the SeedSoft Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. The Client must be duly incorporated and have full legal capacity, and a person (User) representing the Client must have the legal authority to represent and bind the Client.
The Terms are accepted as soon as the following occurs: the Client / the User has received the confirmation of the creation of the Account and necessary credentials from the Supplier in order to log in to its Account.
You may not, without the Supplier’s prior written consent, access the SeedSoft Services (i) for “production environment” purposes, (ii) if you are a competitor of SeedSoft, (iii) to monitor the availability, performance or functionality of the SeedSoft Services or (iv) for other benchmarking or competitive purposes.
Once accepted, these Terms remain effective until terminated as provided for herein.
The Supplier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by sending you new terms and conditions per email. Your continued use of the SeedSoft Services after such modifications confirm your binding acceptance of such changes.
The Supplier will make the SeedSoft Services available to the Client according to these Terms and will use commercially reasonable efforts to make the SeedSoft Services available 24 hours a day, 7 days a week, except for:
(i) planned downtime (of which the Supplier shall give notice to the Client in advance);
(ii) any unavailability of the Platform caused by circumstances beyond the Supplier’s reasonable control;
(iii) suspension of the Account as provided in Clause 8.1 of these Terms.
The Supplier will maintain administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Client Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by the Supplier personnel except to provide the SeedSoft Services and prevent or address service or technical problems, or as a Client or User expressly permit.
The Supplier uses below provided service providers to process Client Data. The Supplier will make commercially reasonable efforts to ensure that data transfers to service providers meet requirements applicable to the Clients’ processing of data and will provide information on such data transfers in these Terms for the Client’s consideration.
By agreeing to these Terms, the Client authorizes the Supplier (a general written authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679) to engage the following service providers to perform the data processing. The Supplier shall provide 5 business days advance notice before engaging any new service providers on data processing under the Supplier’s general authorization.
The list of service providers processing Client Data can be seen here: https://seedsoft.io/seed/sub-processors
The Platform may only be used through the Account.
The Client must sign up for the Account and provide all required information on the Client (“Registration Data”). The data must be true, accurate, current and complete.
Accounts registered by “bots” or other automated methods are not permitted and may be deleted by the Supplier unilaterally.
Each Client may have only one Account. If several persons need to use an Account on behalf of the Client, the Client must designate such persons as Users. Each such User shall be subject to the restrictions outlined in these Terms.
If the Client has designated Users and authorized them, such Users will be deemed to be authorized to act on behalf of the Client when using the Account. Supplier is not responsible for and shall have no liability for verifying the validity of authorization of any User. However, the Supplier may, at its discretion, request additional information or proof of the person’s credentials. If the Supplier is not certain if a User has been granted authorization, the Supplier may, in its sole discretion, prevent such User from accessing the SeedSoft Services.
The Client must create unique individual login credentials – username and password (“Login Credentials”) to be used to log in to its Account. These Login Credentials must not be used by multiple persons. If the Client has designated several Users, each User will be provided with separate Login Credentials. The Client and each User are responsible for keeping confidential all login credentials associated with an Account.
Upon each log-in to the Account, the Client and each User confirm that:
i) all the Registration Data is accurate, correct, and complete. The Registration Data is updated if necessary;
ii) the User has the Client’s authorization to use the Account.
The Supplier assumes that the above confirmations are true and correct. The Supplier shall not be obligated to, but may, verify these confirmations.
The Client must promptly notify the Supplier:
The Client shall be entitled to terminate these Terms at any time as provided in Section 15 of these Terms.
The Supplier shall permanently delete the Account within six months of the effective date of the termination of these Terms.
The use of an Account is subject to a Fee. The rate and schedule of a Fee are established in the Special Terms. The applicable Fee is charged in advance on monthly or annual payment intervals.
All Fees are non-refundable, i.e. there are no refunds or credits for periods where
All Fees are exclusive of all taxes, levies or duties applicable under any applicable law unless stated otherwise stated herein. The Client is solely responsible for the payment of such taxes, levies or duties. In case the Supplier pays any such taxes on the Client’s behalf, the Client will indemnify the Supplier in full.
The Supplier reserves the right at any time to modify the Terms, including the Fee rate; add any new Fees; charge the use of the Platform’s functionalities that are currently available free of charge.
Additional charges may include, e.g., recovering, where available by the Supplier, lost Client Data, deleting and/or otherwise importing or synchronizing the Client Data to the Platform, and providing other support to the Client (“Additional Charges”). The Fees are exclusive of all such Additional Charges. The Client undertakes to pay such Additional Charges when appropriate.
A new Client may be entitled to a Free Trial. If the period of the Free Trial has expired, the Account will be automatically deactivated. In order to prevent deactivation or to reactivate the Account, the Client shall agree with the Supplier on a Fee and pay the first Fee. If the Client does not pay the first Fee within 2 weeks of the expiry of the Free Trial, the Supplier has the right to permanently delete the Account, including all the Client Data therein.
Before the end of each payment interval, the Client will be issued an electronic invoice for payment of the Fee of the next payment interval. The Client must pay the invoice by the due date indicated on the invoice.
Payment is to be made to the Bank Account (IBAN) of the Supplier specified in the invoice by the payment deadline.
The Client is solely responsible for all the Client Data used in connection with the Platform and takes all the risk related. If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must comply with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users, persons and organizations). By uploading Client Data to the Platform, the Client authorizes the Supplier to process the Client Data.
The Client shall be responsible for ensuring that:
Under no circumstances the Supplier is responsible for the Client Data that the Client has collected, stored, used in or inserted in the Platform. In case the Supplier receives any claims in this regard, the Client will indemnify and hold the Supplier harmless.
The Supplier may disclose a Client’s confidential information to the extent compelled by law to do so. In such instance, the Supplier will use commercially reasonable efforts to provide the Client with prior notice of the compelled disclosure (to the extent legally permitted) and the Client shall provide reasonable assistance, at its cost, if the Client wishes to contest the disclosure. If the Supplier is compelled by law to disclose the Client’s confidential information as part of a civil proceeding to which the Supplier is a party, and the Client is not contesting the disclosure, the Client will reimburse the Supplier for its reasonable cost of compiling and providing secure access to that confidential information.
Subject to these Terms, and the payment of the applicable service Fee, the Supplier grants the Client and its authorized users a non-exclusive, non-transferable, non-sublicensable license to use the SeedSoft Services to:
If the Supplier determines Client usage of the SeedSoft Services to be outside of the permitted and intended use as outlined herein, or bandwidth usage of the Service or any features or functionality to be significantly excessive concerning other Users, the Supplier reserves the right to suspend the respective Client’s Account (or part thereof) until the Client assures the Supplier that the Client will refrain from further abuse of the SeedSoft Services.
Inter alia, the Supplier has the right at its own discretion to suspend the Account if the Client and/or the Users:
i) are in breach of the Terms, and/or applicable laws, rules and/or regulations;
ii) is more than 30 days delay to pay any of the Fees to the Supplier;
iii) provide untrue, inaccurate, outdated or incomplete data about the Client and (or) the User (or the Supplier has reasonable grounds to suspect that it is so);
iv) are inactive for 60 days.
After suspending the Account the Supplier will inform the Client about the term within which the Client must eliminate the breach which is the reason for suspension.
After suspending the Account the Supplier will inform the Client about the term within which the Client must eliminate the breach which is the reason for suspension.
Supplier shall provide reasonable technical support to Client and its authorized User at the reasonable request of the Client. Supplier shall respond to enquiries of support from a Client utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries from Clients and Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all.
The contacts for all enquiries of support are: [email protected]
The Supplier reserves the right to modify the SeedSoft Services or any part or element thereof from time to time without prior notice, including, without limitation ceasing providing or discontinuing the development of any particular SeedSoft Service or part or element of the Platform temporarily or permanently;
If the Client does not accept the modification, the Client shall notify the Supplier. The Client’s continued use of the SeedSoft Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Supplier shall not be liable to the Client or any third person for any modification, suspension or discontinuance of the SeedSoft Services, or any part or element thereof.
The Personal Data for which the Supplier is a controller will be processed under the terms and conditions set in the Privacy Policy. Such types of Personal Data are specified in the Privacy Policy. By using the Platform, the Client and the User(s) are considered properly informed of such terms.
The Client, and not the Supplier, will be a controller of the Personal Data other than that set out in the clause above (this includes, but is not limited to the Personal Data of the Client’s customers).
According to Article 28 of Regulation (EU) 2016/679, these Terms constitute the data processing contract between the Client as the data controller and the Supplier as the data processor. The Client hereby instructs the Supplier to process the data as described in these Terms.
The Supplier provides the Platform where the Client, as the data controller, can collect, store and organize the Personal Data of data subjects determined by the Client.
The Platform has been designed to work as a portfolio management tool for Seeds business but, to the extent not regulated by these Terms, the Client decides how to use the Platform and which Personal Data to collect, store and organize.
The Supplier will process data on behalf of the Client until the termination of the SeedSoft Services under these Terms. Upon termination and assuming the Client does not have any outstanding debt to the Supplier, the Supplier will store the Client’s data for six months, should the Client wish to reopen the Account to resume the use of the SeedSoft Services or to export Client Data, unless instructed otherwise by the Client.
The content of closed Free Trial Accounts is deleted within 30 days of the date of closure. After the aforementioned periods, the contents of the Accounts may still be kept as part of the Supplier’s technical server archival backups for an additional three months.
The Supplier deletes or returns all the Personal Data to the data controller after the end of the provision of services relating to processing, and deletes existing copies unless the European Union or a Member State law requires longer storage of the Personal Data.
The Client’s rights and obligations regarding Client Data are provided in sections 4 through 10 of these Terms. The Supplier ensures that persons authorized to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
The Supplier takes all measures required under Article 32 of Regulation (EU) 2016/679. The Supplier undertakes to make available to the data controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the Client as the data controller.
The Client and its authorized Users may use the SeedSoft Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:
Recognizing the global nature of the Internet, the Client and the User(s) agree to comply with any regulations regarding online conduct, acceptable Data and use of the Platform, as well as to comply with all applicable laws regarding the transmission of technical data exported from the country or jurisdiction in which the Client resides.
The Supplier takes the privacy of its Clients and Users very seriously. The Supplier’s Privacy policy at https://seedsoft.io/seed/privacy-policy/ is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs the Supplier’s collection, use, and disclosure of the Client’s or User’s personal information.
All rights (including copyright, intellectual and industrial property rights) to the Intellectual Property available on the Website, the Platform, and the Content belong to the Supplier.
The SeedSoft Services, SeedSoft trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Supplier and its third-party vendors and hosting partners.
The Supplier, its affiliates and licensors retain all rights, titles and interest in such SeedSoft Services, SeedSoft trade names and trademarks, and any parts or elements.
During the provision of SeedSoft Services, the Supplier allows the Client and its Users to use the Platform for its internal business needs, in compliance with the Term for the regular purpose for which the Platform is intended. Irrespective of whether the Fees is paid, the Client and/or its Users do not obtain any Intellectual Property or property rights to the Website, the Platform, or the Content.
The Supplier may not use Client Data without Client’s written consent. The Supplier respects your right to the exclusive ownership of your Client Data. Unless specifically permitted by you, your use of the SeedSoft Services does not grant the Supplier the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by you or stored in your Account for the Supplier’s commercial, marketing or any similar purpose.
If the Client or a User provides the Supplier with any comments, bug reports, feedback, or modifications for the SeedSoft Services (“Feedback”), the Supplier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the SeedSoft Services.
The Client or a User (as applicable) hereby grants the Supplier a perpetual, irrevocable, nonexclusive, royalty-free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose. The Supplier shall have the right to modify or remove any Feedback provided in the public areas of the Website if the Supplier deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.
Unless otherwise expressly stated by the Supplier, the SeedSoft Services, and any content, services, or features made available in conjunction with or through the SeedSoft Services are provided “as is” and “as available” without warranties of any kind either express or implied. To the fullest extent permissible under applicable law, the Supplier and its affiliates disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability.
Unless otherwise expressly stated by the Supplier, the Supplier and its affiliates do not warrant that the SeedSoft Services and any content, Client Data, services, or features made available in conjunction with or through the SeedSoft Services will be uninterrupted or error-free, that defects will be corrected, or that the SeedSoft Services and any content, Client Data, services, or features made available in conjunction with or through the SeedSoft services or the server that makes them available are free of viruses or other harmful components.
Unless otherwise expressly stated by the Supplier, the Supplier and its affiliates do not warrant or make any representations regarding the use or the results of the use of the Platform, the SeedSoft Services, SeedSoft material or any linked sites, in terms of correctness, accuracy, reliability, or otherwise.
Any material downloaded or otherwise obtained through the Platform (i.e. Client Data, Personal Data, Content) is accessed at the Client’s discretion and risk. The Client is solely responsible for any damage to its computer system or loss of Client Data that results from the download of any such material.
To the extent permitted by the applicable law, the Supplier will not be liable for the Client’s losses or damage (direct or indirect) resulting from:
i) use or inability to use the Platform;
ii) cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Platform;
iii) statements or conduct of any third party on the Platform;
iv) for the timeliness, deletion, improper or failure to store, import or synchronize any of the Client Data or to configure the Client’s Account settings;
v) for any Client Data that may be lost or unrecoverable because of the Client’s and/or its Users’ failure to manage the Client Data properly;
vi) unauthorized access to, alteration of, deletion of, corruption of or failure to store any Client Data;
vii) any modifications to these Terms (this includes Fees, etc.).
The Supplier shall be liable for the Client’s losses or damage resulting from:
i) loss of Client Data;
ii) loss of Client Data integrity;
iii) leakage of Client Data,
if the Client’s losses or damage is caused by gross negligence of SeedSoft.
Notwithstanding anything to the contrary contained in this clause, the Supplier’s maximum aggregate liability (if any) to the Client for any causes whatsoever, and regardless of the form of action, will at all times be limited to the Fees paid by the Client to the Supplier in 12 months before the action giving rise to liability. The Client and the Supplier are entitled to agree in the Special Terms on the different Supplier’s maximum aggregate liability amount.
You agree to defend, indemnify and hold harmless the Supplier and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, or liabilities, including attorney’s fees, arising out of your use or misuse of the SeedSoft Services, representations made to the Supplier, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. The Supplier reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Supplier, and you agree to cooperate with such defense of these claims.
These Terms may be terminated for convenience in the following situations;
The obligation to pay the Fees is non-cancellable, the already paid Fees are non-refundable. This includes but is not limited to, the cases where the Client:
i) has not used the Platform or has only done so partially (e.g. authorized fewer Users than allowed according to the Terms; deactivated part of the Users, etc.);
ii) terminated these Terms and (or) requested to delete its Account for any reason.
These Terms may be terminated for default upon written notice to the other Party as indicated in the “Notice” Section below:
Upon termination of these Terms,
The Client must:
The following provisions shall survive the termination of these Terms: Sections 7, 10, 12, 13, 14, 16, and 17.
The Supplier will retain the Client Data kept within the Account as established in Clause 9.2 of these Terms. Upon expiry of the period mentioned in Clause 9.2 of these Terms, the Supplier is entitled to delete the Client Data without the possibility of recovery.
Within the period specified in Clause 9.2, the Client can download a copy of the Client Data in a generally recognized format or ask the Supplier to transfer it.
The Supplier is not liable to the Client or to any third party for any loss/damage incurred due to or in connection with the failure of the Client to use the right specified in the above clause and therefore the Client Data was deleted without the possibility of recovery.
The Supplier is not liable to the Client or to any third party for any loss/damage incurred due to or in connection with the failure of the Client to use the right specified in the above clause and therefore the Client Data was deleted without the possibility of recovery.
These terms of service shall be governed by, are subject to, and construed under, the laws of Switzerland without regard to conflict of law principles. The ordinary courts of Cham, Canton of Zug, Switzerland, shall have exclusive jurisdiction for any claims relating to these terms and conditions.
The Parties agree to submit to the personal and exclusive jurisdiction of the courts as provided for above, regardless of the Client’s worldwide physical location and/or jurisdiction where the Client purchased SeedSoft Services and (or) uses the Platform.
The Parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and the Supplier, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.
If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
By entering into the Agreement, the Client accepts the terms and conditions set out in the documents listed below, which form the entire Agreement. The priority is given in accordance with the listing of the documents:
i) the Special Terms providing individual terms of the Agreement;
ii) these Terms providing general terms of the Agreement;
iii) the Privacy Policy providing privacy terms effective at the time of access, available at https://seedsoft.io/seed/privacy-policy/, as might be modified from time to time;
iv) the Price list;
v) other documents incorporated into the Agreement by reference.
The Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without the Supplier’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.
Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.
Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall be identified as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.
Confidential Information means all confidential information of the Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”) that is designated in writing as confidential. Confidential Information shall not include information which: (a) is known publicly; (b) is generally known in the industry before the disclosure; (c) has become known publicly, without fault of the Receiving Party, after disclosure by the Disclosing Party; or (d) has been otherwise lawfully known or received by the Receiving Party (“Confidential Information”).
The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party’s prior written permission.
Unless otherwise specified in these Terms, the Client agrees to be identified as the Supplier’s customer and agrees that the Supplier referred to the Client by name, trade name and trademark, if applicable, and briefly described the Client’s business in the Supplier’s marketing materials.
Neither Party will be liable to the other for any failure or delay in the performance by force majeure circumstances, provided that the Party seeking to rely on such circumstances gives written notice of such circumstances to the other Party hereto and uses reasonable efforts to overcome such circumstances.
Last update: April 1st, 2023
