Terms and Conditions of Service
PrivySeal Limited
Issuer Terms and Conditions of Service
Last Updated: 20 November 2025
1. Introduction
These Terms and Conditions ("Terms") govern your use of the Digital Accreditation Services provided by PrivySeal Limited ("PrivySeal", "we", "us", or "our"). By accessing or using our Services, you ("Client", "you", or "your") agree to be bound by these Terms.
PrivySeal Limited
Company Registration Number: 09394423
Registered Office: Suite A, 82 James Carter Road, Mildenhall, Bury St. Edmunds, England, IP28 7DE, United Kingdom
2. Definitions
Account – One or more accounts enabling you to access and use the Digital Accreditation Services, including administrator and user accounts.
Business Day – Any weekday, excluding public holidays in your jurisdiction.
Business Hours – 09:00 to 17:00 GMT on any Business Day.
Charges – The fees payable for the Services as agreed in writing between the parties.
Credentials – Any digital certificate, seal, digital image, digital artifact, or data evidencing any claim or qualification.
Data Protection Laws – All applicable laws governing the processing of Personal Data, including GDPR and equivalent local legislation.
Digital Accreditation Services or Services – The digital certification, seal, and verifiable credential services provided through our Platform.
Documentation – The user guides, technical documentation, and other materials we provide for the Services.
Holder – An individual who possesses one or more Credentials.
Intellectual Property Rights – All intellectual property rights worldwide, including copyright, database rights, trade secrets, trademarks, patents, and design rights.
Personal Data – Data relating to an identified or identifiable natural person as defined under applicable Data Protection Laws.
Platform – The platform managed by PrivySeal to deliver the Digital Accreditation Services, including application software, databases, and infrastructure.
Client Data – All data uploaded to, stored on, or transmitted through the Platform as a result of your use of the Services.
Client Personal Data – Personal Data we process on your behalf in connection with the Services.
3. Term and Termination
3.1 Term
These Terms commence on the date you first access the Services or execute a written agreement with us, whichever is earlier, and continue until terminated in accordance with this section.
3.2 Termination Rights
Either party may terminate these Terms:
- By providing one month's written notice to the other party
- Immediately upon written notice if the other party commits a material breach
- Immediately upon written notice if the other party enters liquidation or bankruptcy
3.3 Effect of Termination
Upon termination:
- Your license to use the Services ceases immediately - however Internet access to all paid, static credentials remains indefinitely
- You must pay all outstanding Charges for Services provided before termination
- We will refund any Charges paid for Services not yet provided
- Certain provisions survive termination as specified in Section 18
4. Digital Accreditation Services
4.1 License Grant
We grant you a non-exclusive, non-transferable license to use the Digital Accreditation Services during the Term, subject to these Terms and payment of applicable Charges.
4.2 Service Description
The Services include:
- Creation and issuance of digital Credentials based on your data
- Real-time verification and display of Credentials
- Secure methods for Holders to share and evidence their Credentials
- Access to our issuer portal for monitoring and management
- Integration via Application Programming Interface (API)
4.3 Account Access
We will create Account(s) to enable your access to the Services. You are responsible for:
- Maintaining the confidentiality of all access credentials
- All activities conducted through your Account(s)
- Ensuring only authorized personnel access the Services
- Promptly notifying us of any unauthorized access
4.4 Usage Restrictions
You may not:
- Sub-license, resell, or provide the Services to third parties
- Permit unauthorized persons to access the Services
- Reverse engineer, decompile, or attempt to extract source code
- Conduct load testing or penetration testing without our prior written consent
- Use the Services for any unlawful, fraudulent, or harmful purpose
- Use the Services in any manner that impairs or compromises Platform availability
4.5 Data Accuracy
The reliability of Credentials depends on the accuracy of Client Data. You shall:
- Ensure all data provided is accurate, current, and complete
- Grant us full and ongoing access to updated data
- Allow Holders to update their contact details as necessary
- Promptly correct any data errors or discrepancies
4.6 Service Availability
We will use reasonable efforts to maintain 99% availability of the Services. However, we do not guarantee 100% uptime. Downtime caused by the following is not a breach:
- Force Majeure Events
- Internet or telecommunications network failures
- Faults in your computer systems or networks
- Scheduled maintenance (with advance notice where possible)
4.7 Service Suspension
We may suspend the Services if:
- Any payment is more than 30 days overdue (with prior written notice)
- We reasonably believe you are in material breach of these Terms
- Required by law or regulatory authority
- Necessary to prevent harm to the Platform or other users
5. Maintenance and Support
5.1 Maintenance Services
We will provide ongoing maintenance of the Platform, including:
- Application of Updates and Upgrades
- Security patches and bug fixes
- Performance optimization
- Infrastructure maintenance
5.2 Support Services
We will provide technical support during Business Hours, including:
- Assistance with Service usage
- Error identification and resolution
- Response to helpdesk inquiries
Support does not include training services, which may be provided separately for additional fees.
5.3 Suspension of Maintenance and Support
We may suspend maintenance or support services if payment is more than 30 days overdue, provided we give at least 30 days' written notice.
6. Client Data
6.1 License to Process Data
You grant us a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit, and translate Client Data to the extent reasonably required to provide the Services. This includes the right to sub-license these rights to our hosting and infrastructure providers.
6.2 Data Warranty
You warrant that:
- You have the legal right to provide all Client Data to us
- The Client Data does not infringe any third-party rights
- Use of Client Data in accordance with these Terms does not breach applicable laws
6.3 Data Backup
We will create backup copies of Client Data at least daily and retain each backup for a minimum of 30 days.
6.4 Data Ownership
You retain all ownership rights in your Client Data. All Credentials issued become your property and may be downloaded as PDF documents.
7. Data Protection and Privacy
7.1 Compliance
Both parties will comply with all applicable Data Protection Laws.
7.2 Processing Scope
We will process Client Personal Data:
- Only on your documented instructions
- Solely for purposes necessary to provide the Services
- Only during the Term and for up to 360 days thereafter (unless otherwise required)
- In accordance with appropriate technical and organizational security measures
7.3 Security Measures
We implement appropriate security measures including:
- Encryption of data in transit and at rest using SSL/TLS
- Access controls and authentication
- Regular security assessments
- Incident response procedures
7.4 Sub-processors
We may engage third-party sub-processors to assist in providing the Services. Current sub-processors include hosting and infrastructure providers. We will notify you of any changes to sub-processors.
7.5 Data Subject Rights
We will reasonably assist you in responding to data subject requests and fulfilling your obligations under Data Protection Laws.
7.6 Data Breaches
We will notify you within 24 hours of becoming aware of any personal data breach affecting Client Personal Data.
7.7 Data Retention and Deletion
Upon termination, we will, at your request, delete or return all Client Personal Data unless retention is required by law.
7.8 Audits
You may audit our compliance with data protection obligations, subject to reasonable notice and confidentiality requirements.
8. Fees and Payment
8.1 Charges
Fees for the Services will be as agreed in writing between the parties and may include:
- One-time setup fees
- Monthly or annual subscription fees
- Usage-based fees per Credential issued
- Additional fees for customization or technical work
8.2 Invoicing
Unless otherwise agreed:
- We will invoice monthly in arrears
- Invoices will include detailed justification of Charges
- All amounts are exclusive of applicable taxes (VAT, sales tax, etc.)
8.3 Payment Terms
- Payment is due within 15 days of invoice date
- Payment methods: bank transfer, direct debit, or other approved methods
- Currency and bank details as specified in the written agreement
8.4 Late Payment
If payment is not received when due:
- Interest accrues at 8% per annum above the applicable central bank rate
- Interest compounds monthly
- We may suspend Services after 30 days' written notice
8.5 Disputed Invoices
If you dispute any invoice, you must:
- Notify us promptly with details of the dispute
- Pay any undisputed amounts
- Cooperate in resolving the dispute in good faith
9. Intellectual Property Rights
9.1 Ownership
No transfer of Intellectual Property Rights occurs under these Terms. Each party retains all rights in its respective intellectual property.
9.2 Platform Rights
We retain all rights in:
- The Platform and underlying technology
- The Service software and infrastructure
- Our trademarks, logos, and branding
- Documentation and training materials
9.3 License to Your Materials
If you provide us with logos, branding, or other materials, you grant us a license to use such materials solely to provide the Services.
10. Confidentiality
10.1 Confidential Information
Each party will:
- Keep the other party's confidential information strictly confidential
- Not disclose such information without prior written consent
- Use at least reasonable care to protect such information
- Use confidential information only for purposes of performing under these Terms
10.2 Permitted Disclosures
Either party may disclose confidential information:
- To employees, contractors, and advisers who need to know
- As required by law or court order
- With the other party's written consent
10.3 Exceptions
Confidentiality obligations do not apply to information that:
- Was already known to the receiving party
- Is or becomes publicly available through no breach
- Is independently developed without use of confidential information
- Is received from a third party without restriction
10.4 Survival
Confidentiality obligations survive termination indefinitely.
11. Warranties
11.1 Provider Warranties
We warrant that:
- We have the legal right and authority to provide the Services
- The Services will substantially conform to the Documentation
- The Platform incorporates security features reflecting industry good practice
- The Services will not infringe third-party intellectual property rights
- We will comply with applicable laws and regulations
11.2 Client Warranties
You warrant that:
- You have the legal right and authority to enter into these Terms
- All information you provide is accurate and complete
- You have obtained necessary consents for processing Personal Data
11.3 Warranty Limitations
You acknowledge that:
- Complex software is never entirely free from defects or bugs
- No software is entirely free from security vulnerabilities
- We provide no warranty regarding compatibility with third-party systems not specified in Documentation
- We provide no legal, financial, accounting, or tax advice
11.4 Disclaimer
Except as expressly set out in these Terms, all warranties and representations are excluded to the maximum extent permitted by law.
12. Limitation of Liability
12.1 Unlimited Liability
Nothing in these Terms limits or excludes liability for:
- Death or personal injury caused by negligence
- Fraud or fraudulent misrepresentation
- Any liability that cannot be limited or excluded by law
12.2 Excluded Losses
Neither party is liable to the other for:
- Loss of revenue, income, or profits
- Loss of business, contracts, or opportunities
- Loss or corruption of data (except where we breach backup obligations)
- Special, indirect, or consequential losses
12.3 Liability Cap
Each party's total liability for any event or series of related events is limited to the greater of:
- $1,000 USD; or
- The total amount you paid to us in the 12 months preceding the event(s)
12.4 Force Majeure
Neither party is liable for failure to perform due to Force Majeure Events (events beyond reasonable control including natural disasters, war, terrorism, strikes, or government actions).
13. General Provisions
13.1 Entire Agreement
These Terms, together with any written agreement between the parties, constitute the entire agreement and supersede all prior understandings.
13.2 Amendments
These Terms may only be amended by written agreement signed by both parties. We may update these Terms by posting revised Terms on our website, with changes effective 30 days after posting for material changes.
13.3 Assignment
Neither party may assign these Terms without the other party's prior written consent, except we may assign to an affiliate or in connection with a merger or acquisition.
13.4 Subcontracting
We may subcontract our obligations to reputable third parties for hosting and infrastructure services. Other subcontracting requires your prior written consent.
13.5 Waiver
No failure to exercise any right constitutes a waiver of that right.
13.6 Severability
If any provision is found invalid or unenforceable, the remaining provisions continue in effect.
13.7 Third-Party Rights
These Terms are for the benefit of the parties only and create no third-party rights.
13.8 Relationship
The parties are independent contractors. Nothing creates a partnership, agency, or employment relationship.
13.9 Notices
All notices must be in writing and sent to the addresses specified in your agreement or as updated by written notice. Notices are deemed received:
- Upon delivery, if delivered personally or by courier
- 7 Business Days after posting, if sent by recorded post
- Upon transmission during Business Hours, or at the start of the next Business Day if sent outside Business Hours, if sent by email
14. Governing Law and Jurisdiction
14.1 Governing Law
These Terms are governed by the laws of England and Wales (or as otherwise agreed in writing).
14.2 Jurisdiction
The courts of England and Wales have exclusive jurisdiction over disputes (or as otherwise agreed in writing).
14.3 Alternative Dispute Resolution
Before initiating legal proceedings, the parties agree to attempt to resolve disputes through good faith negotiation.
15. Acceptable Use Policy
You agree to:
- Use the Services only for lawful purposes
- Not abuse or overload the Platform
- Provide only legitimate data required for the Services
- Ensure your Holders and stakeholders do not create denial-of-service conditions
- Comply with all applicable laws and regulations
- Not use the Services to transmit harmful or malicious content
16. Service Level and Performance
16.1 Availability Target
We target 99% availability measured monthly, excluding:
- Scheduled maintenance (with reasonable notice)
- Force Majeure Events
- Issues caused by your systems or actions
- Internet or telecommunications provider issues
16.2 Scheduled Maintenance
We will perform scheduled maintenance during off-peak hours where possible and provide advance notice when feasible.
17. Updates and Upgrades
17.1 Updates
We may apply Updates (patches, hotfixes, minor improvements) at any time to maintain security and functionality.
17.2 Upgrades
We will notify you of material Upgrades (major version changes). We strive to maintain backward compatibility but cannot guarantee it for all Upgrades.
17.3 No Introduction of Defects
We warrant that properly applied Updates and Upgrades will not introduce material defects into the Services.
18. Survival
The following provisions survive termination:
- Definitions
- Intellectual Property Rights
- Confidentiality
- Data Protection obligations
- Warranties (to the extent of breach prior to termination)
- Limitation of Liability
- Payment obligations for Services provided
- General Provisions
- Governing Law and Jurisdiction
19. Contact Information
For questions about these Terms or the Services:
PrivySeal Limited
Email: info@privyseal.com
Address: Suite A, 82 James Carter Road, Mildenhall, Bury St. Edmunds, England, IP28 7DE, United Kingdom
20. Acceptance
By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Services.
These Terms and Conditions were last updated on 20 November 2025. We reserve the right to update these Terms from time to time. Continued use of the Services after changes constitutes acceptance of revised Terms.