Terms of service

The agreement

These terms are between SESA Technologies, Inc. (SESA) and the organisation that uses the service. By signing an order form, creating an account, or using SESA, that organisation accepts them, and the person accepting confirms they are authorised to bind it.

If your organisation has signed an order form or a master services agreement with us, that document and these terms are read together. Where they conflict, the signed document wins.

What SESA provides

SESA reads your contract, specifications, addenda and amendments and extracts the obligations they contain, numbered, classified by verification method, and linked to the clause each came from. It connects to the document and project systems your organisation already runs and matches each requirement to the submittals, RFIs, ITPs, test reports, inspections and correspondence that satisfy it. It flags what is missing, superseded, or submitted but never accepted, and it exports the result as a cited compliance matrix.

We describe the service as it works today. Anything we say about future features is a statement of intent, not a commitment, and you should not buy on the strength of it.

We may change or improve the service. We will not materially reduce its core functionality during a paid term without telling you.

Your content stays yours

Your organisation retains the rights it has in the contracts, specifications, evidence and other material it puts into SESA or connects us to, and in the requirement records the service builds from them. We claim no ownership of any of it.

You grant us only the licence we need to run the service for you: to host, copy, process, transmit and display your content for the purpose of providing SESA to your organisation and supporting it. That licence ends when your content is deleted.

We do not use your content to train, fine-tune or improve any model, and we do not use it to serve any other customer. Our privacy policy says the same, and both are commitments, not preferences.

You are responsible for having the rights needed to give us the content you supply, including where it belongs to an owner, a designer or another party to your project.

Output, and who verifies it

SESA uses automated analysis to read documents and propose matches. That analysis is probabilistic. It can miss a requirement, propose a match that does not hold, or misread a document that is scanned, inconsistently numbered or superseded.

This is why nothing closes on its own. Every match arrives for a person on your team to accept, reject or reassign, and SESA never closes a requirement without that decision. The judgement is yours; the labour is not.

The output is an aid to your review. It is not a certification, not professional or legal advice, not a substitute for the engineering or compliance judgement of a qualified person, and not a warranty that your project complies with anything. You remain responsible for the compliance positions you take and for the sign-offs you give, and you should not rely on SESA's output without the review the service is designed around.

Every requirement cites its clause and every match cites its document precisely so that this review is possible. Use it.

Your account

You are responsible for the accounts your organisation creates, for keeping credentials secure, and for what is done under them. Tell us promptly if you believe an account has been compromised.

You will give access only to people who need it, and you will remove access when they no longer do. Access in SESA is role-based, and it is your administrators who assign the roles.

Acceptable use

You may not resell or sublicense access to SESA, share credentials outside your organisation, or use the service on behalf of a third party without our agreement.

You may not reverse engineer, decompile or attempt to derive the underlying models or source of the service, use it to build a competing product, or benchmark it for publication without our consent.

You may not upload content you lack the rights to, use the service unlawfully, interfere with its operation or security, or attempt to access another customer's data.

We may suspend access to stop a breach of this clause or a threat to the service. Where circumstances allow, we will tell you first.

Fees and payment

Fees, the billing period and the subscription term are set out in your order form. Fees are payable in advance unless it says otherwise, and are exclusive of taxes, which you are responsible for except for taxes on our income.

Invoices are due within the period the order form states. We may charge interest on late payment at the rate the law allows, and may suspend the service for an account that remains materially overdue after we have given notice and a chance to fix it.

We may change our prices for a renewal term by telling you before that term begins, which gives you the chance not to renew.

Confidentiality

Each of us may receive information the other treats as confidential. Each will use it only to perform this agreement, protect it with at least reasonable care, and disclose it only to people who need it and are bound to keep it confidential.

This does not apply to information that is public through no fault of the receiver, was already known to them, is independently developed, or is lawfully received from a third party. Disclosure required by law is permitted, with notice to the other where the law allows it.

Construction contracts are commercially sensitive, and your content is your confidential information. These obligations continue after this agreement ends.

Availability and support

We aim to keep SESA available and will use commercially reasonable efforts to do so, but we do not commit to a specific uptime figure in these terms. Where a customer needs one, it belongs in a service level agreement attached to the order form.

We may take the service down for maintenance. For planned maintenance we will give advance notice where we reasonably can, and we will try to schedule it outside your working hours.

Support is provided through the channels we tell you about. Reach us at the address at the end of these terms.

Warranties and disclaimers

We warrant that we will provide the service with reasonable skill and care, and that we have the right to grant the rights we grant here.

Beyond that, and to the extent the law allows, the service is provided as is. We do not warrant that it will be uninterrupted or error free, that it will identify every requirement or every piece of evidence in a set of documents, or that its output will meet a particular standard of completeness. The verification clause above explains why, and what your team does about it.

Nothing here excludes a warranty that cannot be excluded by law.

Indemnities

We will defend you against a third-party claim that the service as we supply it infringes their intellectual property, and pay the damages finally awarded, provided you tell us promptly, let us control the defence and cooperate with it. If the service becomes the subject of such a claim we may modify it, obtain a licence, or terminate the affected subscription and refund fees for the unused term.

You will defend us on the same terms against a third-party claim arising from your content or your use of the service in breach of these terms.

Limitation of liability

Neither of us is liable for indirect, incidental, special or consequential loss, or for lost profits, revenue, goodwill or anticipated savings, however caused.

Each party's total liability arising out of this agreement is limited to the fees paid or payable by you for the service in the twelve months before the event giving rise to the claim.

These limits do not apply to your obligation to pay fees, to either party's breach of confidentiality, to the indemnities above, or to any liability that cannot be limited by law, including liability for fraud or for death or personal injury caused by negligence.

The limits reflect the allocation of responsibility in the verification clause: SESA surfaces and cites, your team decides, and the price of the service is set on that basis.

Term and termination

This agreement runs for the subscription term in your order form and renews as that document provides. Either of us may decline to renew by giving the notice it requires.

Either of us may terminate for material breach that is not fixed within 30 days of written notice, or immediately if the other becomes insolvent.

On termination your right to use the service ends. For 30 days afterwards you may export your content and your compliance records, and we will help you do it. After that we delete or anonymise your content as described in our privacy policy, except where we must retain it. Fees already paid are not refundable except where we have terminated for our own convenience or under the intellectual property clause above.

General

Neither of us may assign this agreement without the other's consent, except to a successor in a merger or a sale of substantially all assets. Neither is liable for delay caused by events outside its reasonable control.

If a provision is unenforceable, the rest stands. A failure to enforce a right is not a waiver of it. Notices must be in writing, and email to the address at the end of these terms is sufficient for notices to us.

We may name your organisation as a customer only with your permission.

These terms and any order form are the entire agreement between us on this subject, and replace anything said or written beforehand.

Governing law

These terms are governed by the law named in your order form, and the courts it names have exclusive jurisdiction over any dispute. If the order form names neither, these terms are governed by the law of the jurisdiction in which SESA is established, and the courts of that jurisdiction have exclusive jurisdiction, in each case without regard to conflict of law rules.

Before starting proceedings, each of us will try in good faith to resolve the dispute by escalating it to someone senior on both sides.

Changes to these terms

We may update these terms. When a change materially affects your rights we will tell you at least 30 days before it takes effect, by email or in the product, and update the effective date on this page. If you do not accept a material change, you may terminate before it takes effect and we will refund fees for the unused part of your term. Continuing to use the service after that date means you accept the change.

Contact

Questions about these terms should go to justin.kunimoto@usesesa.com.