Please read these terms and conditions carefully, as they set out the legal rights and obligations of the Customer and Provider in relation to usage and supply of SealStone Services.  You must agree these terms and conditions in order to become a Customer.

 

  1. Interpretation

1.1            The definitions set out below shall be used in the interpretation of this Agreement:

Administrator” means a party contracted by the Customer to maintain a subset of their encrypted data;

Agreement” means the agreement between the Provider and the Customer for the provision of Services, comprised of the Order Form, the Terms and Conditions, and Schedules, together with any amendments agreed from time to time;

Cloud Service” means a computation or data storage service provided without reference to the physical facilities used;

Cloud Service Provider” means a supplier that offers Cloud Services, optionally within a specified Cloud Service Region;

Cloud Service Region” means the geographic region where the physical facilities of the Cloud Service are located;

Customer” means the party contracting with the Provider for provision of the Services;

Fee” means the fee specified in the Order Form, subsequently updated to reflect the Standard Service Fee;

Order Form” means the order form listing the Services and acceptance of the Terms and Conditions by the Customer;

Provider” means the party contracting directly with the Customer to provide the Services shown in the order Form;

Schedule” means any schedule referred to in the Terms and Conditions, or subsequently versions thereof;

SealStone” means SealStone Limited, registered in England and Wales as company 13307296, or any successor to all or a substantial part of its business that may be assigned its contractual rights and obligations from time to time;

Service Delivery” means the delivery of a service by the Provider or a Trusted Supplier;

Service” means a service specified in the Order Form, and documented in the Schedules;

Standard Service” means a Service offered to Customers as defined by SealStone in its documentation;

Standard Service Fee” means the fee published by SealStone from time to time in relation to a Standard Service;

Start Date” means the start date specified in the Order Form, which is the date when the Agreement comes into force;

Subscription Fee” means the fee payable to SealStone to use its Intellectual Property for a specified number of users;

Term” means the term of the Agreement, which will continue until terminated in accordance with Clause 5;

Terms and Conditions” means these terms and conditions, which will be replaced by new versions issued by SealStone;

Trusted Supplier” means any supplier that is recognised by SealStone as being “trusted” to deliver all or part of a Service;

1.2            In the event of any conflict between the Order Form, Terms and Conditions, and Schedules: the Order Form shall take precedence over the Terms and Conditions and the Schedules; and the Terms and Conditions shall take precedence over the Schedules.

  1. Agreement Start Date and Term

2.1            The Agreement comes into force on the Start Date, and will continue until terminated in accordance with Clause 5.

  1. Contracting Parties

3.1            The Customer and Provider are identified in the Order Form, which may specify Suppliers selected by the Customer.

3.2            The Provider is entitled and required to sub-contract elements of the Service Delivery to SealStone and other Trusted Suppliers, which may be done under explicit instruction from the Customer, or at the discretion of the Provider.

4                Service Fees

4.1            The Service Fees specified in the Order Form are applicable for the first 12 months of the agreement, and thereafter the Standard Service Fees published by SealStone for the relevant geographic region and industry sector will apply, subject to 3 months having elapsed since their publication.

  1. Service Termination and Refund Policy

5.1            The Customer may terminate the Service Agreement within one month from the Start Date by giving written notice to the Provider, who will terminate delivery of services within 3 days, and refund the unused proportion of any Fees paid.

5.2            The Customer may terminate the Service Agreement at any time after the first month by giving written notice to the Provider, who will continue delivery of services until the end of the period for which payment has been made, and then terminate delivery of services and refund the unused proportion of any Fees paid.

5.3            The Customer may engage the services of the Provider to purchase or manufacture specialist software or hardware on their behalf, subject to full payment in advance, and in the event of receiving notice of termination by the Customer, the Provider will use reasonable endeavours to minimise any costs subsequently incurred, but the Customer will remain liable for any costs actually incurred, including consultancy fees for any time expended.

5.4            For the avoidance of doubt, Services are considered to have been delivered and used once the Provider incurs financial liability in respect of delivering the Service, and the Customer will remain liable to pay contracted Fees in respect of such services, even though the Provider agrees to use reasonable endeavours to minimise costs incurred after termination.

5.5            The Provider may suspend or terminate the agreement if: payment for the relevant fees has not been received in advance; or there is evidence of a breach of this agreement that the Provider (at their sole discretion) considers credible.

  1. Fair Trade Policy

6.1            SealStone is committed to trading with our Customers and Trusted Suppliers on a fair and equitable basis, and will engage constructively with all parties to resolve any concerns about the Services provided, including assisting Customers who want to transfer the Agreement to another Provider.

6.2            Customer Subscription Fees will be distributed after deduction of commission across the Trusted Suppliers, who invent, design, develop, test, audit, review and support our technologies, software and hardware in accordance with a policy that is intended to reflect the relative contributions of each Trusted Supplier, including offering services in the expectation of potential future rewards.

6.3            Customers will benefit from any future reductions in Customer Subscription Fees, and may also be eligible for a monthly loyalty bonus that is equivalent to the difference between the new rate and the rate previously paid.

6.4            All other Fees will be distributed across the relevant Trusted Suppliers after deduction of commission.

  1. Corporate Social Responsibility Policy

7.1            SealStone is committed to minimising the impact of our services on the environment by utilising renewable energy sources and reducing the energy consumption of our services by designing, developing and promoting Energy-Efficient Blockchains, where possible and practical to do so.

  1. Notification Policy

8.1            Provider will use reasonable endeavours to notify Customer of payment failures or suspected breach of this agreement.

8.2            SealStone will use reasonable endeavours to ensure Customers are advised of any known faults in the software, including potential compromise of the encryption, and will identify affected implementations, and recommend alternate implementations that are believed to be unaffected, so customers may reconfigure their service to mitigate the risks.

8.3            SealStone will publish a digitally signed “Canary” statement every month, which formally declares all known security vulnerabilities, and independent security advice should be sought before installing any subsequent software update.

  1. Data Processing Policy

9.1            SealStone is committed to trading with all Customers and Trusted Suppliers in accordance with local, national and international laws, regulations cultural norms, and social expectations, and will engage constructively with all interested parties to resolve any issues and concerns amicably, but reserves the right to suspend or terminate any agreement potentially in breach of our policies, relevant laws or regulations.

9.2            Customers are respectfully reminded that the storage and transmission of encrypted data may be controlled or restricted in some legal jurisdictions, and that they are responsible for ensuring that their usage of the Service is lawful and socially acceptable within the relevant jurisdictions.

9.3            Customers are further reminded that all business data is encrypted before it is transmitted to the Cloud Servers for storage by the Cloud Service Providers, which means that SealStone and its Trusted Suppliers are not able to decrypt the business data stored on behalf of the Customer, and consequently cannot moderate the content.

9.4            SealStone will use reasonable endeavours to ensure that the encryption applied by the Software on behalf of the Customer cannot be decrypted without access to authorised decryption keys that are securely stored within user devices on behalf of their authorised users, including implementing measures to ensure that the encryption cannot be easily compromised by the processing available using Quantum Computers.

9.5            SealStone will notify Customers and other Interested Parties about any concerns raised about usage of the Services, unless this is prohibited by local, national or international law, and will engage constructively with all Interested Parties to ensure that they are resolved amicably.

  1. Encrypted Blockchain Services

10.1          SealStone grants to the Customer a non-exclusive licence to use our Encrypted Blockchain Services during the Term of this agreement through the Software and any standard web browser or third-party application(s), provided payment for the service has been received in advance.

10.2          The Customer is responsible for ensuring all required payments have been made in advance, and In the event of payment delays or failures, the Provider, Trusted Suppliers and SealStone may suspend or terminate access to the whole service or elements of the service at their sole discretion.

10.3          The Provider, Trusted Suppliers and SealStone will use reasonable endeavours to ensure that all services sub-contracted to them will be substantially delivered in accordance with the published service documentation, subject to receipt of payment in advance of the services being delivered.

 Software Licenses

11.1          SealStone grants to the Customer, Provider and Trusted Suppliers non-exclusive licences to use its Intellectual Property including Software for the sole purpose of using or delivering the Services specified in the agreement, subject to receipt of payment in advance of the relevant fees.

11.2          SealStone may optionally distribute third-party software that is required or relevant for usage or delivery of the services specified in this agreement, and will use reasonable endeavours to ensure that the Customer, Provider and Trusted Suppliers are aware of the relevant licensing requirements.

  1. General

12.1          This agreement will be governed exclusively under the laws of England, and if any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect.

12.2          If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect, unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted.

12..2        No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach, and nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.

12.3          The Provider may sub-contract the provision of any of the Services specified in the agreement without obtaining the consent of the Customer, but will remain liable to the Customer in respect of the performance of those Services in accordance with the terms of the Agreement.

12.4          The Customer hereby agrees that the Provider may freely assign all of its contractual rights and obligations under the Agreement to any Affiliate of the Provider or any successor to all or a substantial part of the business of the Provider from time to time.

12.8          The parties shall have right to publicise the subject matter of the Agreement: the Customer may publicly disclose that it is a customer of SealStone; and SealStone may publicly disclose that the Customer is its customer.

Schedule 1 – Encrypted Blockchain Service Description

The SealStone Encrypted Blockchain Service offers an extremely secure, cost-effective and energy-efficient solution for Customers to store and manage confidential data, using Trusted Suppliers selected by the Customer, without creating dependencies on any individual supplier.

SealStone works with a network of Trusted Service Providers and Suppliers to create Encrypted Blockchain Services, which allow customers to distribute end-to-end encrypted data across multiple Cloud Servers that are operated by different Cloud Providers and managed by Data Custodians, who are supported by the Service Provider, and have access to a choice of software implementations from multiple Trusted Developers that comply with SealStone specifications.

Server Software only stores a subset of the encrypted business data in each Cloud, so it cannot be decrypted by any Cloud Providers, with a full copy of the Blockchain that allows each Cloud Server to validate every request, so that they can only be satisfied by consensus across servers.

Administrators select and deploy Server Software, which was developed by a Server Developer in accordance with standard specifications published by SealStone, and independently validated to prove functional equivalence to the SealStone reference implementations.

Administrators manage Cloud Services using Service Management Software, developed by a Server Developer in accordance with a standard specification published by SealStone, and independently validated to prove functional equivalence to the reference implementation.

Users authorised by the Customer create, view, update and manage confidential data using Client Software, which was developed by a Client Developer in accordance with a standard specification published by SealStone, optionally extended or updated by the Client Developer on behalf of the Customer or a group of Customers to address bespoke requirements.

Client Software includes an API module that was developed by Server Developers in accordance with a specification published by SealStone, and independently validated to prove that it is functionally equivalent to the SealStone reference implementations.

Some Client Software may be accessed through a standard web browser, which downloads the Client Software from a website and runs it within the browser, allowing users to access Confidential Business Data stored in the Encrypted Blockchain without installing software.

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