Terms & Conditions

GENERAL TERMS AND CONDITIONS 

1.    Definitions  

1.1       “Affiliate” of a party means any legal entity in which a party, directly or indirectly, holds more than fifty percent (50%) of the shares or voting rights or Controls or is under common Control with that legal entity.  

1.2       “Control” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract or otherwise. Any such company shall be considered an Affiliate for only such time as such interest or control is maintained.  

1.3       “Agreement” has the meaning given in the first page (execution page) of this document. 

1.4       “Authorised Users” means the individual authorised by SeeMeCV to remotely access and use the Service solely for Customer’s own internal business purposes as permitted by and subject to the terms of this Agreement, the Order Form and the Documentation 

1.5       “Confidential Information“ means, with respect to Customer, the Customer Data, and with respect to SeeMeCV: (a) the Service, including, without limitation, all (i) computer software (both object and source codes) and related Service documentation or specifications; (ii) techniques, concepts, methods, processes and designs embodied in or relating to the Service; and (iii) all application program interfaces, system infrastructure, system security and system architecture design relating to the Service; (b) research and development, product offerings, pricing and availability; and (c) any information about or concerning any third party which information was provided to SeeMeCV subject to an applicable confidentiality obligation to such third party. In addition to the foregoing, Confidential Information of either SeeMeCV or Customer (the party disclosing such information being the “Disclosing Party”) may also include information which the Disclosing Party protects against unrestricted disclosure to others and which: (i) if in tangible form, the Disclosing Party clearly identifies as confidential or proprietary at the time of disclosure; and (ii) if in intangible form (including disclosure made orally or visually), the Disclosing Party identifies as confidential or proprietary at the time of disclosure, summarizes the Confidential Information in writing, and delivers such summary within thirty (30) calendar days of any such disclosure.  

1.6       “Customer Data” means any content, materials, data and information provided by Customer or its Named Users to SeeMeCV in the course of using the Service. 

1.7       “Data Breach” means the loss of any storage medium or device in which Personal Data is stored, or any loss or unauthorised access, collection, use, copying, modification, disclosure, or disposal, or similar risk of, Personal Data transferred under this Agreement. 

1.8       “Data Subjects” means the selected partners and Registered Users that the Customer is linked with through the Virtual Fair (VF).  

1.9       “Documentation” means then-current technical and functional documentation for the Service which is delivered or made available by SeeMeCV to the Customer with the Service.  

1.10    “Named User” means Customer’s and its Affiliates’ employees, agents, contractors, consultants, suppliers, partners or other individuals who are authorized by Customer to use the Service.  

1.11    “Order Form” means the written order form or other ordering documentation entered into between SeeMeCV and Customer containing the specific terms and conditions applicable to the Service and which references these T&C. 

1.12    “Personal Data” means data, whether true or not, about an individual who can be identified: (a) from that data; or (b) from that data and other information to which SeeMeCV or Customer has or is likely to have access. 

1.13    “Processing” means any operation or set of operations performed upon personal data or sets of personal data, whether or not by automatic means, such as collection, recording, holding, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. 

1.14    “Registered Users” means any person who has registered for the Virtual Fair through the User Registration Form. 

1.15    “Service Schedule” means the schedule between SeeMeCV and Customer containing specific terms and conditions governing the provision, use and other aspects of the Service.  

1.16    “Service” means the hosted, on demand service described in the Order Form.  

1.17    “System Availability“ means the average percentage of total time during which the Service is available to Customer, excluding (i) any maintenance windows (as may be defined in the Order Form); (ii) any emergency maintenance (as may be defined in the Order Form); (iii) delays due to conditions beyond the reasonable control of SeeMeCV; (iv) delays caused by equipment provided by Customer (or its service providers); or (v) delays caused by systems outside of the Service, including, but not limited to, Customer’s network. 

1.18    “Term” means the duration of the Service provided to Customer as set out in the Order Form. 

1.19    “User Registration Form” means the form provided on the Virtual Fair platform which persons register to become Registered Users. 

1.20    “Virtual Fair (VF)” means the application developed by SeeMeCV to deliver an online platform for engagement linking the Customer with the Data Subjects.  

1.21    “Work Product” means any work product or tangible results produced by or with SeeMeCV pursuant to this Agreement, including in the course of providing support, training or configuration services to Customer. Work Product includes works created for or in cooperation with Customer, but does not include any Customer Data, Customer Confidential Information or the Service. For clarity, some services may be performed under a statement of work, which statement of work will be governed by the terms and conditions of this Agreement.  

1.22    Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Order Form.  

2.    Usage Rights    

2.1       SeeMeCV grants Customer a non-transferable, non-exclusive right for the Term of this Agreement to allow Authorised Users to access the Service.   

2.2       Customer acknowledges and explicitly accepts that use of and access to the Service is subject to the Order Form and the terms and conditions referenced therein (including any documents made available electronically). Customer has to execute the Order Form and return it to SeeMeCV in order to use the VF Cloud Solution. Customer must comply with the Order Form and any breach of the Order Form shall be deemed as a breach of this Agreement.  

2.3       SeeMeCV shall make the Service available to Customer in accordance with and during the Term stated in the Order Form to permit Authorised Users to remotely access and use the Service solely for Customer’s own internal business purposes as permitted by and subject to the terms of this Agreement, the Order Form and the Documentation.  

2.4       Customer shall not sublicense, license, sell, lease, rent, outsource or otherwise make the Service available to third parties, other than Named Users who are using the Service in support of Customer’s authorized use of the Service. Customer shall be responsible for the acts and omissions of its Authorised Users as if they were the acts and omissions of Customer. Rights of any Authorised User licensed to utilize the Service cannot be shared or used by more than one individual. In addition, an Authorised User may not be transferred from one individual to another unless the original user no longer requires, and is no longer permitted, access to the Service.  

2.5       SeeMeCV owns all right, title and interest in any and all copyrights, trademark rights, patent rights and other intellectual property or other rights in any Work Product and any improvements, design contributions or derivative works conceived or created by either party in or to the Work Product. Except as otherwise agreed in writing, Customer is granted the non-exclusive right to use the Work Product in connection with its use of the Service and subject to the terms of this Agreement. Except for the limited rights expressly granted herein, this Agreement does not transfer from SeeMeCV any proprietary right or interest in the Work Product. All rights not expressly granted to Customer in this Agreement are reserved by SeeMeCV and its licensors.  

2.6       SeeMeCV shall be entitled to monitor Customer’s compliance with the terms of this Agreement, including but not limited the number of Authorised Users accessing the Service and, subject to Article 10 below, SeeMeCV may utilize the information concerning Customer’s use of the Service to improve the products and services and to provide Customer with reports on its use of the Service.  

3.    Support, Set up and Security  

3.1       Customer will provide level 1 support to the system users. Level 1 support shall include: (i) verification that an inquiry is received from a valid Data Subject; (ii) acknowledgment to the Data Subject of receipt of such inquiry; (iii) checking lists of known issues and solutions/workarounds; (iv) leveraging appropriate internal resources to find a resolution; and (v) if the reported issue is known or found, providing the resolution to the Data Subject and assisting with its explanation. In the event Customer is unable to resolve the issue, Customer will escalate the issue to SeeMeCV for level 2 support which will be governed by the Order Form.  

3.2       SeeMeCV warrants at least ninety-eight percent (98%) System Availability for the duration of the Term. Should SeeMeCV fail to achieve ninety-eight percent (98%) System Availability for the duration of the Term, Customer shall have the right to receive a discount or refund equal to two percent (2%) of the service fee for the Service for the Term, for each one percent (1%) (or portion thereof) by which SeeMeCV fails to achieve such level, up to one hundred percent (100%) of the service fee for the Term. This is Customer’s sole and exclusive remedy for any breach of this service level warranty. Claims under this service level warranty must be made in good faith and by submitting a support case within ten (10) business days after the end of the relevant period. The discounts or refunds to which the Customer shall have the right to receive, shall be payable within sixty (60) days of the date of the confirmation by SeeMeCV of any breach of this service level warranty.  

4.    Customer Responsibilities and Obligations    

4.1       Subject to Article 10 below, Customer grants SeeMeCV the non-exclusive right to use Customer Data for the sole purpose of and only to the extent necessary for SeeMeCV to perform its obligations under this Agreement. Customer agrees that it has collected and shall maintain and handle all Customer Data in compliance with all applicable data privacy and protection laws, rules and regulations.  

4.2       Customer accepts that the Service is provisioned at the location of the SeeMeCV’s data center which may be outside the country where Customer is registered (“Customer Country”), by SeeMeCV or its Affiliate which may be located outside Customer Country, and it is solely Customer’s obligation to ensure Customer’s access to and use of the Service comply with applicable laws and regulations of Customer Country. Customer is responsible for its own connection to the Service, including the Internet connection. SeeMeCV does not provide any form of telecommunication services under the Agreement (and any representation and/or warranty to such effect are hereby disclaimed).  

5.    Additional Services    

5.1       This Agreement does not include services other than those identified in the Order Form, the Documentation or a statement of work. Modifications of the Service or its configuration for Customer’s needs are not included in the fees for the Service, but are set forth separately in the Order Form or a separate statement of work. 

6.    Prices and Terms of Payment    

6.1       The commencement of the Virtual Fair shall be subject to, unless as determined otherwise by SeeMeCV, Customer’s prior payment to SeeMeCV of the fees for the Service provided hereunder, in the amount as set forth in the Order Form. within seven (7) days of the date of invoice. 

6.2       Customer may add additional Authorised Users or other fee-based metrics during the Term of the Order Form by executing an addendum or additional schedule to such Order Form, as applicable. The term of each addendum or schedule shall be co-terminus with the then-current Term of the Order Form irrespective of the effective date of such addendum and all additional fees shall be prorated accordingly and payable upon execution of such addendum or additional schedule to such Order Form, as applicable.  

6.3       Customer is responsible for monitoring its use of the Service. Customer shall without undue delay report to SeeMeCV any actual use in excess of the number of Authorised Users or the amount of any fee-based metric authorized under the Order Form and any other information reasonably necessary to calculate the amount of fees payable under the Order Form. Customer agrees to execute an addendum and pay all requisite fees in accordance with the terms of this Agreement to reflect any excess. Such fees shall accrue from the date the excess use began. For the avoidance of doubt, Customer shall not be entitled to claim any reduction of the fees payable under the Order Form or reduce the Authorised Users or other fee-based metrics during the Term of the Order Form.  

6.4       Except as expressly set forth in this Agreement or the Order Form, all purchases of Authorised Users hereunder are non-cancellable and all fees are non-refundable. Customer shall have no right to withhold or reduce fees under this Agreement or set off any amount against fees owed for alleged defects in the Service.  

6.5       All fees not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed under applicable law, and may result in suspension of Customer’s ability to access the Service until payment is made. Customer shall reimburse SeeMeCV for all reasonable, actual costs (including reasonable attorneys’ fees) incurred by SeeMeCV in the collection of overdue amounts.  

6.6       Unless otherwise stated in the Order Form, fees and other charges described in this Agreement do not include GST, VAT, local sales tax, withholding tax, stamp duty or any other kind of taxes (excluding taxes based on SeeMeCV’s net income or property) (“Taxes”) now or hereafter levied, all of which shall be for Customer’s account. If SeeMeCV is required to pay Taxes, Customer shall reimburse SeeMeCV for such amounts. Customer hereby agrees to indemnify SeeMeCV for any Taxes and related costs, interest and penalties paid or payable by SeeMeCV.  

7.    Term, Termination and Termination Support    

7.1       The Term of this Agreement is as set forth in the Order Form. Termination of individual Order Forms shall leave other Order Forms unaffected.  

7.2       Notwithstanding the foregoing, this Agreement shall terminate (i) seven  (7) days after SeeMeCV gives Customer notice of Customer’s material breach of any provision of the Agreement, including more than seven (7) days delinquency in Customer’s payment of any money due hereunder, unless Customer has cured such breach during such seven (7) day period; (ii) immediately upon Customer’s material breach of the Order Form; (iii) seven (7) days after Customer gives SeeMeCV notice of SeeMeCV’s material breach of any provision of the Agreement, unless SeeMeCV has cured such breach during such seven (7) day period; or (iv) immediately upon Customer’s valid termination of the Order Form due to SeeMeCV’s uncured material breach as permitted in such Order Form. In case of termination in accordance with Article 7.2 (iii) or (iv), Customer shall be entitled to a pro-rata refund of any prepaid fees for the applicable Service. Except for termination in accordance with Article 7.2 (iii) or (iv), termination will not relieve Customer from the obligation to pay fees that remain unpaid.  

7.3       Notwithstanding SeeMeCV’s right to terminate as set forth in Article 7.2 above, in the event of (i) any material breach of this Agreement which is not cured within seven (7) days after receipt of written notice from SeeMeCV; or (ii) a determination by SeeMeCV that continued use of the Service may result in harm to the Service (including the systems used to provide the Service) or other customers of SeeMeCV, or result in a violation of applicable law, regulation, legal obligation or legal rights of another, in addition to any other remedies available at law or in equity, SeeMeCV will have the right immediately, in its sole discretion, to remove any potentially offending Customer Data from the Service, deactivate Customer’s user name(s) and password(s) and/or suspend access to the Service.  

7.4       SeeMeCV may terminate an Order Form at any time by giving seven (7) days prior notice in case Customer fails to meet its payment obligations towards SeeMeCV due to or after: (i) a filing of a petition to commence insolvency proceedings upon Customer’s assets, or (ii) a court order resolving the opening of insolvency proceedings upon Customer’s assets, or (iii) a court order dismissing any application for insolvency proceedings upon Customer’s assets due to lack of assets. Customer shall not be entitled to any refunds from SeeMeCV in case of such termination.  

7.5       Articles 6 , 9, 10, 11 and 12 shall survive the expiration or termination of this Agreement.  

8.    Warranties  

8.1       SeeMeCV shall correct defects in the Work Product discovered during the acceptance testing period in accordance with agreed acceptance test procedures. Post-production support and other services separately purchased by Customer (if any) can be used to correct defects in the Work Product or support Customer’s use of the Service following the acceptance testing period.  

8.2       EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE 8.1, SEEMECV DOES NOT MAKE ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF THE SERVICE, OR ANY INFORMATION TECHNOLOGY SERVICES, SOFTWARE, HARDWARE OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE OPERATION OF ANY SUCH SERVICE, SOFTWARE, HARDWARE OR OTHER MATERIAL WILL BE UNINTERRUPTED OR ERROR FREE.  

8.3       Customer shall indemnify SeeMeCV for any loss, damage or expense (including reasonable attorney’s fees) incurred by SeeMeCV arising from Customer’s breach of the Order Form.  

9.    Limitation of Liability    

9.1       ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, EXCEPT FOR DAMAGES RESULTING FROM UNAUTHORIZED USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION AND SEEMECV’S RIGHT TO COLLECT UNPAID FEES, UNDER NO CIRCUMSTANCES AND REGARDLESS OF THE NATURE OF ANY CLAIM SHALL SEEMECV (OR THEIR AFFILIATES OR LICENSORS) BE LIABLE TO CUSTOMER (OR ITS AFFILIATES) OR ANY OTHER PERSON OR ENTITY FOR AN AMOUNT OF DAMAGES IN EXCESS OF THE FEES PAID FOR THE APPLICABLE SERVICE OR BE LIABLE IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR EXEMPLARY OR PUNITIVE DAMAGES.  

9.2       The provisions of this Agreement allocate the risks between SeeMeCV and Customer. The fees charged under this Agreement reflect this allocation of risk and limitations of liability herein. The aforementioned liability limitations shall include any claims against employees of, subcontractors of, or any other persons authorized by, SeeMeCV.  

10. Confidentiality   

10.1    Confidential Information shall not be used or reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other party shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party: (a) shall take all Reasonable Steps (defined below) to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other than individuals whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder and who are under obligations of confidentiality substantially similar to those set forth herein. As used herein, “Reasonable Steps” means those steps the receiving party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. Confidential Information of either party disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder.  

10.2    The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the Disclosing Party’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the receiving party; (c) at the time of disclosure, was known to the receiving party free of restriction; or (d) the Disclosing Party agrees in writing is free of such restrictions.  

10.3    Customer shall not disclose the terms and conditions of this Agreement or the pricing contained herein to any third party. Neither party shall use the name of the other party in publicity, advertising, or similar activity, without the prior written consent of the other, except that Customer agrees that SeeMeCV may use Customer’s name in customer listings or, at times mutually agreeable to the parties, as part of SeeMeCV’s marketing efforts (including without limitation reference calls and stories, press testimonials, site visits). SeeMeCV will make reasonable efforts to avoid having the reference activities unreasonably interfere with Customer’s business.  

10.4    Customer may provide, or SeeMeCV may solicit, input regarding the Service, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Service or any other site, service or product of SeeMeCV, or input as to whether Customer believes SeeMeCV’s development direction is consistent with Customer’s business and IT needs, the technology marketplace in general, and the like (collectively “Feedback”). Customer acknowledges and agrees that any information disclosed by SeeMeCV during discussions related to Feedback shall be considered SeeMeCV Confidential Information and shall be protected from disclosure in accordance with the terms of this Agreement. In order for SeeMeCV to utilize such Feedback, Customer hereby grants to SeeMeCV a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license, with the right to sublicense to their licensees and customers, under Customer’s relevant intellectual property rights, to use, publish, and disclose such Feedback in any manner they choose and to display, perform, copy, make, have made, use, sell, and otherwise dispose of their products or services embodying Feedback in any manner and via any media they choose, without reference to the source. SeeMeCV shall be entitled to use Feedback for any purpose without restriction or remuneration of any kind with respect to Customer and/or Customer’s representatives. Customer acknowledges that the information related to the Service disclosed by SeeMeCV under this Agreement is only intended as possible strategies, developments, and functionalities of the Service and is not intended to be binding upon SeeMeCV to any particular course of business, product strategy, and/or development.  

11. Data Protection    

11.1    SeeMeCV and Customer will implement all technical and organizational measures necessary to meet the requirements of applicable data protection laws to protect Personal Data against misuse.  

11.2    To the extent that Personal Data of Customer are being Processed, SeeMeCV shall obligate its personnel entrusted with the Processing of Customer’s data to data protection and data secrecy in accordance with applicable law.  

11.3    SeeMeCV is authorized to engage subcontractors for the Processing of Personal Data to the extent necessary for fulfilling its contractual obligations under this Agreement. SeeMeCV shall obligate its subcontractors to obey all relevant data protection rules.  

11.4    Customer ensures that no legal requirements of Customer prevent SeeMeCV from fulfilling its contractual obligations under this Agreement in compliance with applicable law. This includes, but is not limited to, ensuring that all concerned individuals have previously declared consent to a possible Processing of Personal Data by SeeMeCV and Customer.  

11.5    Where Customer intends to transfer Personal Data out of Singapore, Customer warrants, represents and undertakes that: (a) Customer shall Process the Personal Data only for the purposes as described in Article 2.3; (b) Customer shall have in place reasonable and appropriate technical, administrative, operational, security and physical measures, consistent with applicable data protection laws, to protect the Personal Data against risks of Data Breaches; (c) Customer shall provide to SeeMeCV and Data Subjects a contact point who is authorized on behalf of Customer to respond to enquiries concerning Personal Data, including requests to access or correct Personal Data; (d) if Customer becomes aware that a Data Breach has occurred or is likely to occur affecting Personal Data in its possession or under its control, or by the importer of an onward transfer, it shall notify SeeMeCV and the Personal Data Protection Commission in Singapore as soon as practicable, but no later than three (3) calendar days, and notify the Data Subjects as soon as practicable; (e) Customer shall cease to retain Personal Data, or remove the means by which the Personal Data can be associated with particular individuals, as soon as it is reasonable to assume that, (i) the purpose for which the Personal Data was collected is no longer served by the retention of the Personal Data, and (ii) retention is no longer necessary for legal or business purposes of Customer. 

12. Miscellaneous    

12.1    It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.  

12.2    If either party should waive any breach of any provision of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.  

12.3    The Order Form may be signed in duplicates, each of which shall be deemed an original and which shall together constitute one Order Form. Signatures sent by electronic means (facsimile or scanned and sent via e-mail) shall be deemed original signatures.  

12.4    The Service, Documentation and other relevant materials may be subject to the export control laws of various countries, including without limitation the laws of Singapore. Customer agrees that it will not submit the Service, Documentation or other relevant materials to any government agency for licensing consideration or other regulatory approval without the prior written consent of SeeMeCV, and will not export the Service, Documentation and such materials to countries, persons or entities prohibited by such laws. Customer shall also be responsible for complying with all applicable governmental regulations of the country where Customer is registered, and any foreign countries with respect to the use of the Service, Documentation or other relevant materials by Customer and its Authorised Users.  

12.5    This Agreement and any claims arising out of or relating to this Agreement and its subject matter shall be governed by and construed under the laws of Singapore. All disputes hereunder shall be subject to the non-exclusive jurisdiction of the courts located in Singapore.  

12.6    All notices or reports which are required or may be given pursuant to this Agreement shall be in writing and shall be deemed duly given when delivered to the respective executive offices of SeeMeCV or Customer at the address first set forth in any Order Form. Where in this Article 12.6 or elsewhere in this Agreement, a written form is required, except for notification of any notice of termination or notice of a material breach, that requirement can be met by facsimile transmission, exchange of letters or other written form, including email.  

12.7    Dates and timelines shall be non-binding and time will not be of the essence unless expressly agreed by the parties. Any delay or non-performance of any provision of this Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.  

12.8    This Agreement constitutes the complete and exclusive statement of the agreement between SeeMeCV and Customer, and all previous representations, discussions, and writings are merged in, and superseded by this Agreement and the parties disclaim any reliance on any such representations, discussions and writings. This Agreement may be modified only in writing signed by both parties. This Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order or other document furnished by Customer to SeeMeCV.  

12.9    Customer may not, without SeeMeCV’s prior written consent, assign, delegate or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, or any SeeMeCV materials or SeeMeCV Confidential Information, to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. SeeMeCV may assign this Agreement to any of its Affiliates. SeeMeCV may in its sole discretion sub-contract parts of the professional services it has to perform to third-parties.  

12.10  The following order of precedence shall be applied in the event of conflict or inconsistency between provisions of the components of this Agreement: (i) the Order Form; (ii) the schedules, exhibits and appendices included with or referenced by the Order Form; and (iii) these T&C.