These Terms and Conditions set out the terms under which Sealogical services are provided by Us to customers through the website app.sealogical.com ("Our Site"). Please read these Terms and Conditions carefully and ensure that you understand them before creating a user account or logging in. You will be required to read and accept these Terms and Conditions when creating a user account or logging in. If you do not agree to comply with and be bound by these Terms and Conditions, you will not be able to access Our Site. These Terms and Conditions, as well as any and all Subscriptions, are in the English language only.

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

"Subscription" means a subscription to access Paid Content (or Free Trial Content), as explained in Clause 6;
"Paid Content (or Free Trial Content)" means the digital content sold by Us through Our Site, whether accessed for free as part of a trial, or a paid subscription;
"Subscription Confirmation" means Our email confirmation accepting your order and confirming your Subscription, which forms the contract between you and Us;
"We / Us / Our / Company" means Sealogical, a trading name of MXMG Ltd, a company registered in the UK, Registration No. 12253099.

2. Access to and Use of Our Site

2.1 Access to Our Site is free of charge, but access to our service provision is on a monthly subscription basis.

2.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.

2.3 Access to Our Site is provided "as is" and on an "as available" basis. To the fullest extent permitted by law, We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice, and We will not be liable to you if Our Site (or any part of it) is unavailable at any time and for any period.

2.4 These Terms and Conditions constitute the entire agreement between Us and you with respect to your unpaid access for trial purposes, purchase of Subscriptions and Paid Content (or Free Trial Content) from Us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms and Conditions and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein. Nothing in this Clause limits or excludes any liability for fraud or fraudulent misrepresentation.

3. Subscriptions, Paid Content, Pricing and Availability

3.1 We may from time to time change Our prices. We will inform you of any change in price before the change is due to take effect. If you do not agree to such a change, you may cancel the Subscription.

3.2 Minor changes may, from time to time, be made to certain Paid Content (or Free Trial Content), for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the Paid Content (or Free Trial Content) and should not normally affect your use of that Paid Content (or Free Trial Content).

3.3 In some cases, as described in the relevant content descriptions, We may also make more significant changes to the Paid Content (or Free Trial Content).

3.4 Where any updates are made to Paid Content (or Free Trial Content), that Paid Content (or Free Trial Content) will continue to match Our description of it as provided to you before you purchased your Subscription to access the Paid Content (or Free Trial Content). Please note that this does not prevent Us from enhancing the Paid Content (or Free Trial Content), thereby going beyond the original description.

3.5 We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online.

3.6 All prices are checked by Us before We accept your order. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing to inform you of the mistake. If the correct price is lower than that shown when you made your order, We will simply charge you the lower amount and continue processing your order. If the correct price is higher, We will give you the option to purchase the Subscription at the correct price or to cancel your order (or the affected part of it). We will not proceed with processing your order in this case until you respond. If We do not receive a response from you, we will treat your order as cancelled and notify you of this in writing.

3.7 If We discover an error in the price or description of your Subscription after your order is processed, We will inform you immediately and make all reasonable efforts to correct the error. You may, however, have the right to cancel the Subscription if this happens. If We inform you of such an error and you do wish to cancel the Subscription, please refer to sub-Clause 11.5.

3.8 If the price of a Subscription that you have ordered changes between your order being placed and Us processing that order and taking payment, you will be charged the price shown on Our Site at the time of placing your order. Subsequent Subscriptions and renewals will be charged at the new price.

3.9 Prices on Our Site are shown exclusive of VAT. VAT will be added at the prevailing rate and shown on your invoice. If the VAT rate changes between your order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.

4. Orders – How Subscriptions Are Formed

4.1 Our Site will guide you through the process of opening an account.

4.2 If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon as possible. If We are unable to process your order due to incorrect or incomplete information, We will contact you to ask you to correct it. If you do not give Us the accurate or complete information within a reasonable time of Our request, We will cancel your order and treat the Subscription as being at an end. We will not be responsible for any delay in the availability of Paid Content (or Free Trial Content) that results from you providing incorrect or incomplete information.

4.3 No part of Our Site constitutes a contractual offer capable of acceptance. Your order constitutes a contractual offer that We may, at Our discretion, accept. The contract between you and Us is formed when We send you a Subscription Confirmation.

4.4 Subscription Confirmations, sent via email, shall contain a welcome message.

4.5 In the unlikely event that We do not accept or cannot fulfil your order for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment, any such sums will be refunded to you.

4.6 Any refunds due under this Clause 4 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.

4.7 Refunds under this Clause 4 will be made using the same payment method that you used when purchasing your Subscription unless you specifically request that We make a refund using a different method.

5. Payment

5.1 Payment for Subscriptions must always be made in advance. You will receive an invoice for the following month's subscription 1 day in advance of that month.

5.2 Payments due must be made in full, without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).

5.3 Payment is taken via our third-party payment processor, PayPal, accessed via your invoice. We currently accept Visa and Mastercard. We reserve the right to change Our payment processor or accepted payment methods from time to time. If any payment is reversed, charged back or otherwise reclaimed, We may suspend or terminate your access in accordance with Clause 6 and any sums remain due and payable.

5.4 If you do not make any payment due to Us on time, We will suspend your access to the Paid Content (or Free Trial Content). For more information, please refer to sub-Clause 6.3. If you do not make payment within 10 days of Our reminder, We may cancel the Subscription. Any outstanding sums due to Us will remain due and payable.

5.5 If you believe that We have charged you an incorrect amount, please contact Us at info@mxmg.com as soon as reasonably possible to let Us know. You will not be charged for Paid Content (or Free Trial Content) while availability is suspended.

6. Provision of Paid and Free Trial Content

6.1 Paid and Free Trial Content appropriate to your Subscription will be available to you immediately when We send you a Subscription Confirmation and will continue to be available for the duration of your Subscription (including any renewals), or until the Subscription is otherwise ended.

6.2 In some limited circumstances, We may need to suspend the provision of Paid Content (or Free Trial Content) (in full or in part) for one or more of the following reasons:

To fix technical problems or to make necessary minor technical changes;
To update the Paid Content (or Free Trial Content) to comply with relevant changes in the law or other regulatory requirements; or
To make more significant changes to the Paid Content (or Free Trial Content).

6.3 We may suspend provision of the Paid Content (or Free Trial Content) if We do not receive payment on time from you. We will inform you of the non-payment on the due date; however, if you do not make payment within 10 days of Our notice, We may suspend provision of the Paid Content (or Free Trial Content) until We have received all outstanding sums due from you. If We do suspend provision, We will inform you of the suspension. You will not be charged for any Paid Content (or Free Trial Content) while provision is suspended.

7. Suspension and Termination for Breach

7.1 We may, at Our sole discretion and without liability to you, suspend or terminate your Subscription and/or access to Our Site with immediate effect, on written notice, if:

you commit a material breach of these Terms and Conditions and (where the breach is capable of remedy) fail to remedy it within 7 days of Our written notice;
you breach the licence terms in Clause 9 or the acceptable use obligations in Clause 8;
you fail to make payment when due in accordance with Clause 5;
you use Our Site or the Paid Content (or Free Trial Content) in any unlawful, fraudulent or harmful manner; or
We reasonably believe that suspension or termination is necessary to protect Our Site, Our other users, or the security or integrity of Our systems.

7.2 Suspension or termination under this Clause does not affect any sums due to Us, and does not entitle you to any refund.

8. Acceptable Use

8.1 You may use Our Site and the Paid Content (or Free Trial Content) only for lawful purposes and in accordance with these Terms and Conditions. You must not:

copy, scrape, reverse-engineer, decompile or attempt to derive the source code of Our Site or software (except to the extent such restriction is prohibited by law);
introduce or transmit any virus, malware or other harmful or malicious code;
gain or attempt to gain unauthorised access to Our Site, its servers, or any systems or networks connected to it;
use Our Site or content in any way that is unlawful, fraudulent, or that disrupts or impairs the operation of Our Site for other users.

9. Intellectual Property and Licence

9.1 All intellectual property rights in Our Site, the software, and the Paid Content (or Free Trial Content) (including all text, graphics, code, databases, and design) are owned by Us or Our licensors. Nothing in these Terms and Conditions transfers any such rights to you. All rights not expressly granted to you are reserved.

9.2 When you create a Subscription to access Paid or Free Trial Content, We grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the relevant Paid Content (or Free Trial Content) for commercial purposes. The licence granted to you does not give you any rights in Our Paid Content (or Free Trial Content) (including any material that We may licence from third parties).

9.3 The licence granted to you under sub-Clause 9.2 is subject to the following usage restrictions: you may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Paid Content (or Free Trial Content) (or any part of it) or make it available to the public except as permitted under the Copyright, Designs and Patents Act 1988 (Chapter 3, "Acts Permitted in relation to Copyright Works").

10. Password and Account Security

10.1 You are responsible for maintaining the confidentiality and security of your account login details and for all activity that takes place under your account.

10.2 You must ensure that any password you use:

is at least 8 characters in length;
contains at least one number and one special character;
is unique to Our Site and is not reused for any other system, application or personal account;
is changed at least every 4 months.

10.3 You must not share your password with anyone, write it down in an insecure manner, or otherwise disclose it. You must notify Us immediately if you become aware of or suspect any unauthorised use of your account.

11. Ending Your Subscription

11.1 Subscriptions automatically renew on a monthly basis until cancelled.

11.2 You may cancel your Subscription at any time. Cancellation takes effect at the end of the month in which you cancel, and you will not be invoiced for any subsequent month. For example, if you cancel on 15 June, you will not receive an invoice on 1 July, and your access will continue until the end of June. Subject to sub-Clause 11.4 (subject to sub-Clause 11.5, your rights to cancel arising due to something done by Us), We cannot offer any refunds for the remainder of the current period.

11.3 If you wish to cancel under this Clause, you may inform Us in any way you wish. Cancellation by email or by post is effective from the date on which you send Us your message.

11.4 We may ask you why you have chosen to cancel and may use any answers you provide to improve Our content and services; however, you are under no obligation to provide any details if you do not wish to.

11.5 You may cancel your Subscription with immediate effect, and where applicable receive a pro-rata refund of any sums paid in advance for the unused remainder of the period, if: (a) We notify you of an error in the price or description of your Subscription under sub-Clause 3.7 and you do not wish to proceed; (b) We make a significant change to the Paid Content (or Free Trial Content) under sub-Clause 3.3 that materially affects your use of it; or (c) We suspend provision for a continuous period of more than 7 days for a reason within Our control.

11.6 To cancel under sub-Clause 11.5, inform Us in writing. Any refund due will be issued in accordance with sub-Clauses 4.6 and 4.7.

12. Our Liability

12.1 Nothing in these Terms and Conditions limits or excludes Our liability for: (a) death or personal injury caused by Our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be limited or excluded.

12.2 Subject to sub-Clause 12.1, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any Subscription between you and Us.

12.3 Subject to sub-Clause 12.1, Our total aggregate liability to you arising out of or in connection with these Terms and Conditions and any Subscription, 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.

12.4 No Warranty: Subject to sub-Clause 12.1, the software is provided "as is," without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We make no representations or warranties concerning the suitability, reliability, or accuracy of the software for any purpose.

12.5 Indemnification: You agree to indemnify and hold harmless the Company, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your use of the software or your violation of these Terms and Conditions.

12.6 Use at Your Own Risk: Subject to sub-Clause 12.1, the use of the software is entirely at your own risk. You acknowledge and agree that the Company shall not be liable for any damages or harm arising from the use of the software, including but not limited to damage to your computer system, loss of data, or any other consequential damages. By using this software, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree with any of these terms, you are not permitted to use the software.

13. Events Outside of Our Control (Force Majeure)

13.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

13.2 If any event described under this Clause 13 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:

We will inform you as soon as is reasonably possible;
We will take all reasonable steps to minimise the delay;
To the extent that We cannot minimise the delay, Our affected obligations under these Terms and Conditions (and therefore the Subscription) will be suspended and any time limits that We are bound by will be extended accordingly;
We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Paid Content (or Free Trial Content) as necessary.

14. Communication and Contact Details

14.1 If you wish to contact Us with general questions or complaints, you may contact Us by email at info@mxmg.com.

15. How We Use Your Personal Information (Data Protection)

15.1 All personal information that We collect and process (including, but not limited to, your name, address and telephone number) will be collected, used and held in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, and your rights under that legislation. Our full Privacy Policy explains how We handle personal data.

15.2 As controller of your account and contact data, We may use your personal information to:

provide Subscriptions and Paid Content (or Free Trial Content) to you;
issue invoices and administer your account; and
inform you of new products and/or services available from Us (where you have opted, or previously opted, to receive it). You may request that We stop sending you this information at any time.

15.3 Where you, as a customer, upload or enter personal data relating to your crew, staff or other individuals into Our Site, you act as the data controller of that personal data and We act as your data processor. In that capacity We will:

process that personal data only on your documented instructions, including as set out in these Terms and Conditions and your use of Our Site, unless required to act otherwise by law;
ensure that persons authorised to process the data are subject to appropriate confidentiality obligations;
implement appropriate technical and organisational measures to protect the personal data;
not engage another processor (sub-processor) without your general or specific authorisation, and remain responsible for any sub-processors We engage;
assist you, so far as reasonably possible, in responding to data subject requests and in meeting your obligations regarding security, breach notification and data protection impact assessments;
on termination, delete or return the personal data as you direct, save where retention is required by law; and
make available such information as is reasonably necessary to demonstrate compliance with our obligations as a processor.

15.4 This Clause 15 is intended to satisfy the requirements of Article 28 of the UK GDPR. A separate data processing agreement may be entered into between you and Us, which shall prevail in the event of any conflict with this Clause.

16. Other Important Terms

16.1 We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Subscription, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations will be transferred to the third party who will remain bound by them.

16.2 You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Subscription, as applicable) without Our express written permission.

16.3 The Subscription is between you and Us. It is not intended to benefit any other person or third party in any way, and no such person or party will be entitled to enforce any provision of these Terms and Conditions.

16.4 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder shall remain valid and enforceable.

16.5 No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision means that We will waive any subsequent breach of the same or any other provision.

16.6 We may revise these Terms and Conditions from time to time in response to changes in relevant laws and other regulatory requirements, or to Our services. We reserve the right to change these Terms and Conditions as they relate to your Subscription at any time and without notice.

17. Law and Jurisdiction

17.1 These Terms and Conditions, and the relationship between you and Us (whether via Subscription, free trial, or otherwise) shall be governed by, and construed in accordance with, the laws of England and Wales.

17.2 Any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.