The present general conditions (“the General Conditions“) are intended to govern relations between the limited liability company under Luxembourg law, SeeZam® S.A. registered with the Luxembourg Trade and Companies Register under number B 145.302 (hereinafter “SeeZam“) and users of the Internet site accessible primarily at www.seezam.com (hereinafter the “Site“) as well as those between SeeZam® and the client company that subscribed to Seezam’s services for its users. Before using the Site, the user and the client company must carefully read and accept these General Conditions.
In these General Conditions, specific terms will be defined as follows:
Member(s): User(s) of the Site or the Client.
Manager: Member with the rights to create, modify and delete Users.
Client: Any client, legal person or individual, who subscribes to SeeZam® services in order to allow Users or himself to use the Services.
Safe Service(s) or Service(s): The electronic safe service(s), secured and accessible by the Site as more fully described in article 2 of these General Conditions as well as any other service provided by SeeZam® within the context of these General Conditions.
User(s): visitor of the Site and having an account on the Site allowing him to use the Service. Users may be, for example, the Client’s employees or managers.
Tools: Computer programs offered by SeeZam® to its Members in order to facilitate their use of and interaction with the Site.
2. SERVICE DESCRIPTION
The Safe Service is a secure web portal provided via the Internet that allows Members to store information (including sensitive or secret information) that they wish to store, dispose of and/or share.
The Safe Service is divided into categories of electronic safe corresponding to the different categories of information, each with a specific right of access. As an option, in the event of an emergency or death, the Site may offer the possibility of sharing specific information and disclosing it to trusted persons previously designated by the Member.
Only persons who have provided the information necessary for registration directly or through the Client and who have given their unreserved consent to these General Conditions may become Members.
Access to all Services offered by SeeZam® is subject to the express acceptance of these General Conditions, the provision of all information necessary for registration and, where applicable, acceptance of the order form by the Client.
All information required for registration and communicated to SeeZam® must be accurate and complete. In general, SeeZam® reserves the right to refuse a registration to the Services without having to justify this refusal.
The services offered by SeeZam® are reserved exclusively for Members of adult capacity.
No minor under 18 years of age may register on the Site and use the Safe Services.
If SeeZam® nevertheless becomes aware that it is receiving information from a minor under the age of 18, SeeZam® will unsubscribe the Member.
When registering for the Site Services, the Client creates the credentials of his choice for his account or that of his Users and initiates them with the initial password of his choice.
The Member will systematically be asked to change this initial password. This password, his user name and a strong authentication/identification code (depending on the case, a PIN code or a code generated by a Token or by a grid card) (hereinafter jointly “the Credentials“) will be required for each access to the Site as a Member.
The Member undertakes to keep these Credentials and never to communicate them to unauthorised third parties. The Client undertakes to take reasonable measures to make its Users aware of the use of the Credentials in compliance with these General Conditions and with the applicable laws and regulations. The Client declares that it will ensure the correct use of the Credentials by its Users and will be solely responsible for any failure or abuse of the Users.
Consequently, any use of the Services accessible by means of these Credentials will be deemed to be made by the Member holding these Credentials.
The Member undertakes not to:
– Choose or use another person’s Credentials with the intention of impersonating that person or for any other reason;
– Use any pseudonym or address that may infringe the rights of third parties in any way and for any reason without SeeZam’s permission;
– Use the email address or other credential in violation of the intellectual property rights of a third party or another Member; or
– Use Credentials that violate applicable laws and regulations or are considered offensive by SeeZam.
In the event of loss, theft, fraudulent use of his Credentials or if the Member has good reason to believe that his password is being used by a third party or that the confidentiality of these Credentials has been compromised, the Member undertakes to inform SeeZam® immediately.
If the Member has forgotten his password, he must use the password recovery assistance procedure. This password recovery procedure is offered to the Member independently of any SeeZam® intervention. This procedure consists in the Member designating one or more password recovery assistance contacts. This contact can be virtual through a computer server sending the Member – if he has registered his mobile number and chosen this communication mode – an SMS containing one of the two “challenges” (challenges) necessary to reset the password. The other part of the password will be sent to the Member by email with a link to the site for recovery of the password.
The procedure described above is the only way to recover the password in order to guarantee the confidentiality of the Member’s data.
Any Member may at any time unsubscribe from the Services by registered mail with acknowledgement of receipt to be sent to Seezam’s postal address:
2, Op de Leemen
L– 5846 Fentange
SeeZam® will unsubscribe the Member within 2 working days following the request to unsubscribe as a Member. The Member agrees that in this case SeeZam® will not refund the Member the amount of the remaining portion of the annual licence already paid.
Notwithstanding the above, the Client may agree with SeeZam® that its Users may not unsubscribe from the Services individually. In this case, the Client is responsible for the conformity of this decision with all the rules applicable to the Client as well as to the Users (including the rules and procedures internal to the Client’s company).
The Member’s attention is especially drawn to the fact that in the event of unsubscription he will lose all data of his personal space, including his comments, photos, videos, notes, addresses and other information. This information is permanently lost and cannot be restored.
The Member must therefore save the information he does not wish to lose before unsubscribing.
The unsubscribed Member may be reinstated at a later date. Nevertheless, the Member will not be able to find the information previously appearing in his personal space.
SeeZam® may at any time unsubscribe a Member in the event of a proven or suspected breach of the Terms and Conditions or applicable law. The Member will not be able to claim any compensation following this unsubscription, in particular for damage caused by the loss of data.
The General Conditions will continue to apply as long as the Client complies with his payment obligations as agreed in the order form or any other agreement as well as his obligations as provided in these General Conditions but will automatically and officially terminate 10 days after the date of the dispatch of a written notice by mail or email, sent by SeeZam® to the Client and requesting the latter to comply with one of its obligations of which it is allegedly in default, which has been left without response or action on the part of the Client.
6. RESTRICTIONS ON USE
The User declares that he accepts any restrictions on the use of the Services that may be agreed in or result from the agreement concluded between the Client and SeeZam.
In particular, access rights to the Site are determined by the Client or, as the case may be, by the Manager and may be changed by the latter at any time. In addition, the ability to share information and documents through the Services may be set differently for different Users.
The use of the Services by the User is thus subject to the order form and any other agreement concluded between the Client and SeeZam, which take precedence over the General Conditions in the event of contradiction with them. The User may under no circumstances seek to hold SeeZam® liable in the event of restrictions to the Services agreed between the Client and SeeZam.
In addition, SeeZam® reserves the right to change or suspend the use of the Services when SeeZam® considers such measures necessary or appropriate to guarantee or improve the security of the Services, the Site, the Tools, the data or the Members or to prevent cases of misuse of the Services, the Site or the Tools (including cases of fraud, breach of applicable laws and regulations or third party rights).
7. COMMITMENTS AND GUARANTEES
– has full power and authority to accept the General Conditions and to perform his obligations under them;
– that his acceptance and performance of the General Conditions or, where applicable, the acceptance and performance thereof by his Users does not breach any agreement with a third party or any legal or regulatory obligation incumbent on the Member or, where applicable, his Users;
– acknowledges the technical impossibility of SeeZam® to ensure continuous and error-free operation of the Services and Tools;
– has been informed of the cases where the data placed in the virtual safe may be permanently lost and the impossibility for SeeZam® to access the data placed in the virtual safe.
Each Member undertakes to:
– use the Services in accordance with applicable laws and regulations and the rights of others;
– take reasonable steps to ensure the confidentiality of the Credentials;
Each Client undertakes to:
– inform SeeZam® immediately in the event of misuse of the Services by a User;
– provide the Manager with the means to ensure access management under satisfactory conditions and respecting the confidentiality of Credentials as well as the General Conditions; and
– open accounts and create access rights to the Services in accordance with his internal rules and articles of association.
8. CLIENT’S RESPONSIBILITY
The Client remains responsible for the use of the Services by his Users and Managers and bears full responsibility for all obligations imposed on them (in particular as Members) and commitments made by them under the General Conditions. SeeZam® may thus hold the Client liable for any breach of the General Conditions by his Users and Managers.
The Client will be responsible for the accuracy and completeness of the data concerning the Users and the Manager input in SeeZam, which will not be required to verify such data; in effect, SeeZam® will refuse to receive the connection data of the Users but will assist the Client during their input in the electronic safe Service.
Any account opened on the Service by a Client which is a legal person and intended for the legal person or a unit, department or function of it (for example, “Human Resources Manager”) (hereinafter, a “Legal Person Account“) will be regarded as opened by the Client legal person in his name and on his behalf.
The Client will therefore be directly liable for the use made of this Legal Person Account, even in cases where day-to-day management is provided by a Manager. SeeZam® will not verify whether the signature powers and other internal rules of the Client have been respected in relation to the Legal Persons Accounts.
9. COMMUNICATION AND SUPPORT
Communications between SeeZam® and a Member are primarily electronic. SeeZam® therefore communicates with Members by email or by posting specific information on the Site.
In the context of his relationship with SeeZam, the Member agrees to receive electronic communications (including marketing, promotional or introductory messages) from SeeZam® and agrees that all communications necessary in connection with his relationship with SeeZam® will, to the maximum extent possible, be by email and will replace all postal communications.
In the context of Members’ support requests, Members are invited to use the contact forms on the Site. To speed up the processing of support requests, SeeZam® may also be contacted by telephone. SeeZam® will verify the identity and access rights of callers and reserves the right to request written confirmation of these requests, without having to give reasons. Phone calls will be received by SeeZam: on working days in Luxembourg, from 9am to 5pm. For any question, Members may also contact SeeZam® at the following address: info[at]seezam.com
10. USE OF TOOLS
In order to facilitate the use of the Services, Editing, Interaction and Integration Tools will be provided to Members by SeeZam. Members undertake to respect specific technical constraints in the use of these Tools.
Therefore, information and guidance on the technical constraints to be met will be provided and updated regularly in the “Help” or “FAQ” sections of the Site.
Tools for editing, interaction and integration as well as technical instructions are provided “as is”.
To the extent permitted by applicable law, SeeZam® will not incur any liability in respect of the provision of such guidance or the Tools made available by SeeZam.
11. SeeZam® STATUS
Through the Safe Service, SeeZam® sets up a service to manage digital information in complete confidentiality without SeeZam’s intervention or right of control over the content placed in the electronic safe. To assist Members in using the Services, SeeZam® also makes Tools available on the Site.
SeeZam’s passive role in these activities reflects its status as an intermediary provider within the meaning of the European Directive 2000/31/EC on electronic commerce.
SeeZam® can thus not be held liable for content added by Members on the Service and their non-compliance with laws and regulations.
However, if SeeZam® is informed of the illegal nature of content by any means, SeeZam® may close the disputed account(s) and all hosted data will be permanently lost. In some cases, SeeZam® may not be able to notify the Member of such closure, particularly if prohibited by law or court order. Members are informed and accept that SeeZam® cannot be held liable for the harmful consequences resulting from the closure of account(s) and the loss of data in these circumstances.
12. LIMITATION OF LIABILITY
The Site being an information company service in the sense defined by the European Directive (EU) 2015/1535, any access involves risks, which any Member accepts in advance. SeeZam® cannot be held liable for any damage sustained during or after browsing the Site.
SeeZam® will do its best to (i) ensure the availability of the Services and (ii) ensure that transmissions are error-free. However, due to the nature of the Internet, this cannot be guaranteed.
SeeZam® does not make any commitment regarding the performance and changes of the Services and Tools that may occur, particularly given the quality of the Internet network and/or technical configurations. Access to the Services and Tools may thus occasionally be suspended or limited to allow repairs, for maintenance or add a new feature or service. SeeZam® will endeavour to limit the frequency and duration of such suspensions and limitations.
To the extent permitted by applicable laws and regulations, SeeZam® disclaims all warranties, express or implied, including but not limited to, quality, availability, compatibility and interoperability, freedom from viruses, defects or errors in the Services, Site or Tools. SeeZam® will nevertheless make its best efforts to maintain the Services, Site and Tools in a satisfactory condition.
SeeZam® assumes an obligation of means in the performance of the Services.
SeeZam’s liability can only be established in the event of serious fault or gross negligence in the performance of his obligations and will be expressly limited to direct damages, to the exclusion of any indirect damages of any nature whatsoever, in particular operating losses, client losses, brand image losses, contracts or expected savings.
Except in cases of serious fault or gross negligence, SeeZam® cannot be held liable for (i) loss of data or files, transmission of corrupted or illegible files or any other damage caused by the transmission of data by or through SeeZam® servers or (ii) defects in the operation of the Tools, Services and Site that are provided “as is”. SeeZam® cannot be held liable for delays or contractual non-performance resulting from a cause of force majeure.
In cases where SeeZam® is liable in accordance with these General Conditions, SeeZam® will not be liable for damages in an amount equal to the amounts paid by the Client to SeeZam® under these General Conditions and the purchase order for a period of 12 months prior to the date on which the event giving rise to liability is discovered.
13. INTELLECTUAL PROPERTY
All rights relating to the Site, concepts and Services of SeeZam, whether paid and/or free, to the Tools, to content not belonging to Members, to their original and/or innovative nature, in particular intellectual property rights (such as copyrights, patents, trademarks, designs and models, database rights) or manufacturing or business secrets or know-how on texts, literary, graphic (including photographic) and audio-visual creations, computer developments, HTML developments or other works of the mind, and generally all creations likely to be protected by intellectual property such as images, logos, source codes, layout, graphic charter, structure, ergonomics, colour codes, typography, fonts, basic graphic elements, graphic organisation of screens, layout, page backgrounds and more generally the visual identity of the Site, sound elements or brands, belong exclusively to SeeZam® or these suppliers, without any limitation.
The Site, all his original elements, including the Creation and Interaction Tools, as well as the Services, are protected by intellectual property laws, in particular the law of 18 April 2001 on copyright, neighbourhood rights and databases, as amended. SeeZam® is subject to exclusive trademark rights and protection under the Benelux Convention on Intellectual Property.
SeeZam® grants to Members a non-exclusive, non-assignable licence, which may not be sublicensed, for a period limited to that of registration and/or contractual relationship with the Client for access and use of the Services in accordance with the order form and these General Conditions. Any reproduction or reuse of the content of the Site or Services in any way beyond the scope of the licence is strictly prohibited and will expose the Member to unsubscription and/or a liability action by SeeZam.
Each Member undertakes to defend, indemnify SeeZam, its representatives, employees, partners, subcontractors and/or any third party against any damage, claim, judgement, loss, complaint or demand from third parties involving or affecting SeeZam® following (1) the use of the Safe Services by the Member and, where applicable, his Users, and in particular the use relating to the sending, distribution or transmission of content by the Member on the Safe Services or (2) a breach by the Member and, where applicable, his Users of these General Conditions (including commitments and guarantees made) or applicable laws and regulations (including those relating to data protection). This guarantee covers any compensation that may be due as well as lawyers’ fees and legal costs within a reasonable limit.
15. LINKED SITES
Unless expressly permitted, SeeZam® will not allow the Site to be linked in any way, in whole or in part, to any other website.
SeeZam® does not systematically control the content of sites linked to the Site or found using its search engine. It cannot therefore be held liable for the content presented on other Internet sites to which these links refer.
16. SECURITY AND CONFIDENTIALITY
SeeZam® will take all necessary or appropriate measures to ensure secure access and use of the Site and Services, in accordance with the laws and regulations.
These measures include blocking an account for a period of 12 hours following 4 connection attempts with incorrect Credentials.
SeeZam® reserves all rights to ensure that use of the Site and Services complies with applicable laws and regulations and the rights of third parties. In the event of sufficient evidence of bad use of the Site and Services (and in particular a use not in conformity with the law), SeeZam® may proceed to the closure of an account. In this case, all data in the account holder Member’s personal space will be permanently lost.
To the extent legally permitted, however, any request by third parties (including judicial or administrative authorities) for disclosure of data related to the Member and/or his safe will be settled in agreement with that Member.
Members are informed that the security and confidentiality measures put in place by SeeZam® may be subject to change at any time, with prior notification by SeeZam® to the Member subject to justification by SeeZam.
17. PERSONAL DATA
SeeZam® and the Members will ensure that personal data communicated in the context of these General Conditions and the use of the Site or the Services (the “Personal Data”) are processed in accordance with European Regulation 2016/679 of 27 April 2016, as amended or replaced (the “General Data Protection Regulation” or “GDPR“) and any other applicable laws, regulations, standards and other requirements relating to privacy, data protection or confidentiality, including European Union Directives and Regulations (“Data Protection Legislation“).
17.2 DATA DESCRIPTION
SeeZam® keeps and processes the names, first names and fixed and/or mobile telephone numbers of the Clients’ contacts (the “Commercial Data“) in particular to be able to report to its Clients any event requiring their intervention (including events related to the use of SeeZam, the follow-up of support requests and updates) or otherwise for the management of the relationship with the Client (including invoicing and payment for services) or to ensure SeeZam’s compliance with applicable laws and regulations.
The bank details of the Clients transmitted in the context of the renewal of the subscription to the Paid Services will be communicated to the organisation in charge of the online payment procedure for SeeZam® having all the required authorisations and complying with the latest security rules in the matter (the “Payment Provider“).
Data such as surname, first name, email address, mobile phone number and other data such as countries of residence or any other information appearing on the registration form provided for this purpose or provided by the Client and concerning the User (the “User Data“), will then be visible and editable by the User during his connection.
User Data is subject to editable parameters. With the exception of the user name and email address, User Data is unintelligible in form for SeeZam® because it is encrypted with the User’s keys, which SeeZam® does not have.
SeeZam® does not treat any sensitive data and collects as the only personal information of users an identifier whether explicit (first name. Last name) or not (FCVGT1245) and an email address whether explicit (prénom.nom@NomEntreprise.com) or not (email@example.com), which the user can change at any time.
The User can use the communicating vault function to share information with other Users. The User will be able to determine whether specific Data that he himself has chosen to provide to complete his profile will be visible or not to other Users.
SeeZam® has opted for the highest security rules and the application of a level that guarantees personal secrecy and encryption that ensures the confidentiality of his Members’ confidential or secret data.
SeeZam® is not able to decipher and take cognizance of the contents of Members’ safes and in particular of the personal data that may be contained in these safes (“the Safe Data“).
17.3 PROCESSING RESPONSIBILITY
The User and/or the Client, as the case may be, is/are responsible for the processing (within the meaning of the GDPR) of the Commercial Data, User Data and Safe Data processed in connection with the use by Members of the Services, the Site or the Tools. SeeZam® will act as a subcontractor within the meaning of the GDPR in connection with such data processing operations.
Member warrants that all Data (in particular User Data and Safe Data) communicated or made available to SeeZam® or added to a safe has been collected and transferred in accordance with Data Protection Legislation.
The Member undertakes to meet all his obligations in his capacity as data controller and to indemnify SeeZam® from any claim and dispute concerning these obligations or concerning the guarantees formulated concerning the Data.
SeeZam® acting as controller
SeeZam® is only responsible for the processing of Business Data and User Data within the meaning of the GDPR in when SeeZam® processes them for its own purposes, and in particular when the processing is necessary for the performance of the General Conditions (for payment and invoicing issues for example), when SeeZam® is required to comply with its legal and regulatory obligations or meet the requests and requirements of public authorities or when the processing is necessary for SeeZam’s legitimate business interests (such as litigation management, client management or business development).
The Member undertakes to provide reasonable assistance to SeeZam® in fulfilling its obligations as controller. This assistance may include, on SeeZam’s request, providing specific information to Users regarding SeeZam’s processing of their data.
17.4 THE OBLIGATIONS OF SeeZam® AS DATA CONTROLLER
In order to fulfil the purposes described in article 17.2 and 17.3 and for which SeeZam® acts as controller, SeeZam:
- may be required to communicate specific Data to subcontractors or external service providers (notably the Payment Service Provider); and
- may be required to disclose any readable or intelligible content (email, login, name of a safe) to comply with applicable laws or if, in good faith, SeeZam® considers that such action is necessary, including in connection with judicial or administrative proceedings, to enforce these General Conditions, to respond to complaints and/or claims alleging infringement of the rights of third parties, to protect the rights or interests of SeeZam, his Members, or the public, without this list being exhaustive.
SeeZam® will take all precautionary measures to ensure the security of the Commercial Data and User Data in relation to which it may be regarded as data controller within the limits of the purposes referred to above in Article 17.2 and 17.3. However, it cannot rule out all the risks associated with the use of the Internet.
Rights of data subjects
SeeZam® will allow Members whose personal data are processed by SeeZam® in his capacity as controller to exercise the rights conferred on them by the GDPR insofar as this exercise is not limited by the technical characteristics of the Services offered by SeeZam. These rights consist of:
- access to the Data and information concerning the processing of it;
- the rectification of incorrect or incomplete Data;
- the deletion of Data under conditions;
- opposition to data processing based on SeeZam’s legitimate interest;
- the possibility of receiving the Data and transmitting it to another controller insofar as the legitimacy of the processing is based on the performance of a contract and the processing is automated;
- the limitation of the processing of the Data under conditions.
- To exercise these rights, the Member can contact SeeZam® through the online forms.
SeeZam® will retain the Data only as long as necessary for the relevant processing activity and/or for the retention period permitted by applicable law.
17.5 OBLIGATIONS OF SeeZam® AS A SUBCONTRACTOR
SeeZam® undertakes, within the strict limits of what its Services technically allow, to:
- process the Data only under the terms of the order form or the General Conditions and on documented instruction from the Member responsible for processing;
- ensure that persons authorised to process the Data are subject to confidentiality;
- take appropriate technical and organisational data security measures and assist the Member who is the data controller, in fulfilling (i) his own data security obligations described in Articles 32 to 26 of the GDPR and (ii) his obligation to respond to requests from individuals concerned by the processing of their data with a view to exercising their rights;
- comply with the instructions of the Member who is a data controller concerning the return or deletion of Data at the end of the contract unless these instructions breach the applicable law;
- provide the Member who is a data controller, at his request, with the information strictly necessary to demonstrate compliance with his obligations as a processor and allow audits to be carried out in this respect (the number of audits being limited to 1 per year).
SeeZam® undertakes not to have recourse to another subcontractor without first informing the Member who is a data controller, it being specified that on the day of acceptance of these General Conditions, SeeZam® is authorised to have recourse to a payment service provider, to IT service providers in Belgium and the Grand Duchy of Luxembourg and to a service provider for hosting the Data located in the Grand Duchy of Luxembourg.
Within the context of his activity, SeeZam® may be required to communicate the User’s name and unencrypted email address only to persons to whom SeeZam® subcontracts specific work related to the operation of the Site.
SeeZam® will ensure that each of his contractors is bound by the same data protection obligations as SeeZam® under this article. SeeZam® will remain liable for the performance of his obligations as subcontractor when the processing is carried out by a subcontractor of SeeZam.
18. CHANGE OF THE GENERAL CONDITIONS
The General Conditions may be changed at any time, subject to prior notification of Users by SeeZam® at least 60 days before the entry into force of the new General Conditions. This period may be reduced when changes become necessary in order to comply with the applicable law.
If the Member refuses the proposed changes, the Member may unsubscribe before the entry into force of the new General Conditions free of charge following the procedure described in Article 5 of the General Conditions.
The proposed changes will be effective once they are posted on the Site and the User will be considered to have accepted them in the absence of unsubscription within the period preceding the entry into force of the changes.
19. END OF THE GENERAL CONDITIONS
The Member’s unsubscription constitutes termination for that Member of the General Conditions binding it. If the Member unsubscribing is the Client on his own behalf and not on behalf of one or more of these Users, the unsubscription will result in the termination of the General Conditions and the order form for the Client and his Users.
The articles of these General Conditions relating to limitation of liability, intellectual property, compensation and personal data will continue to apply after termination of the General Conditions. The Client will remain liable for any obligations (including those related to payment) that the Client or his Users may have contracted before unsubscribing.
20. SUNDRY PROVISIONS
SeeZam® may assign or transfer part or all of the benefit of these General Conditions to a third party.
If any part of the General Conditions should prove to be illegal, invalid or unenforceable for any reason, that part or parts will be declared non-existent and the remaining parts will remain in full force and effect and will continue to be applicable.
In addition, the fact that SeeZam® does not avail itself of any provision of these General Conditions will not constitute a waiver by SeeZam® of the said provision.
21. APPLICABLE LAW AND COMPETENT COURTS
Any dispute relating to the use of the Site or the Services will, within the limits set by law, be subject to Luxembourg law and, within the limits permitted by European consumer protection legislation, will fall under the exclusive jurisdiction of the courts of Luxembourg City.