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usecure Terms of Service

Last updated: February 2020.

“CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PRODUCTS SERVICES.

Customer and usecure may be referred to in this Agreement individually as a “party” or jointly as the “parties.” This Agreement governs all purchased Products and Services, as defined below, provided by usecure to Customer. usecure may update or make changes to these terms from time to time. usecure encourages you to periodically review and check this Agreement for updates to stay informed about the terms that govern your use of the Products and Services.

Your continued use of the Products and Services after we make changes is deemed to be acceptance of those changes. The Products and Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes, or as otherwise restricted by this Agreement. usecure's direct competitors are prohibited from accessing the Products and Services.

(1) usecure Limited incorporated and registered in England and Wales with company number 10113345 whose registered office is at Holyoake House, Hanover Street, Manchester, M4 4AH. Hereby referred to as “Supplier” in this agreement.

(2) Customer and usecure may be referred to in this Agreement individually as “customer” or “party”, or jointly as the “parties.”

(A) The Supplier has developed certain software applications and platforms which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of Security Awareness Training, Simulated Phishing, Policy Management, Breach notification and Compliance Training.

(B) The Customer wishes to use the Supplier's service in its business operations.

(C) The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's service subject to the terms, set out in the quotation and conditions of this agreement.

1.1   The definitions and rules of interpretation in this clause apply in this agreement.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information by either the customer or supplier.

Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

Documentation: the document made available to the Customer through this agreement.

Effective Date: the date the services outlined in this agreement start.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.

Renewal Period: the period described in clause 13.

Services: the subscription services provided by the Supplier to the Customer under this agreement to include:

  • Access to the usecure Security Awareness Training SaaS platform including all available security and compliance modules.
  • All usecure Security Awareness Modules.
  • Unlimited simulated phishing tests & templates.
  • Data driven reporting dashboard.
  • Dashboard tracking.
  • Mobile compatibility.
  • Employee Gap Analysis software.
  • Automated course creation (user-tailored)
  • Automated course enrolment.
  • uLearn compliance modules (GDPR/DPA)
  • Automated Course reminders.
  • Weekly course participation summaries.
  • Custom Branding.
  • Custom module domains.
  • Custom phishing domain.
  • Spear phishing template generator.
  • uBreach - usecure will actively monitor known breaches.

Software: the online software applications provided by the Supplier as part of the Services.

Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions.

Subscription Term: has the meaning given in the Initial Subscription Term, starting from the effective date, together with any subsequent Renewal Periods.

User Subscriptions: the user subscriptions purchased by the Customer which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.

1.2  Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3  A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) [and that person's legal and personal representatives, successors or permitted assigns].

1.4  A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5  Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6  Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 

1.7  A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

1.8  A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.9  A reference to writing or written includes faxes and email.

1.10  References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

2.1  Subject to the Customer purchasing the User Subscriptions in accordance the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for Customer's internal business operations.

2.2 The Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

2.4  The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

2.5  The rights provided under this clause are granted to the Customer only and their group companies if applicable.

3.1  The customer can purchase additional user subscriptions at the agreed rate on the customer website unless otherwise agreed via email prior to this agreement.

4.1  The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.

4.2  The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day,

4.3  The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier's standard customer support services during Normal Business Hours.

4.4 usecure will respond to service-related incidents and/or requests submitted by customer inline with support documentation listed on the website in the “support” section.:

5.1  The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

5.2  The Supplier shall, in providing the Services, comply with its Privacy Policy relating to the privacy of the Customer Data available at https://www.getusecure.com/privacy-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.

5.3  If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor.

6.1  The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

6.2  This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

6.3  The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

The Customer shall:

  1. provide the Supplier with:
    1. all necessary co-operation in relation to this agreement; and
    2. all necessary access to such information as may be required by the Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
  2. comply with all applicable laws and regulations with respect to its activities under this agreement;
  3. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
  4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
  5. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
  6. ensure that its network and systems comply with the relevant specifications provided by the Supplier in the knowledge base at www.getusecure.com; and
  7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

8.1  The Customer shall on or before the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order which can be paid via the customers preferred electronic bank transfer facility.

8.2  If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

  1. the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
  2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the Bank of England Base Rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.3 usecure accepts the following payment methods:

  • Bank transfer 
  • Credit/Debit card payment via Stripe 
  • Monthly billing via Stripe or Direct Debit

9.1  usecure specifically objects to any additional terms being added through a customer provided purchase order or similar document. If a purchase order is required by customer, the parties agree that any additional terms obtained therein shall not become part of the agreement between the parties and specifically that the terms of this agreement shall supersede and replace any and all terms in any purchase order.

10.1  The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation. If the Supplier terminates the Contract any such grant of rights will automatically terminate.

10.2  The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the use by the Customer of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

11.1  Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement.  A party's Confidential Information shall not be deemed to include information that:

  1. is or becomes publicly known other than through any act or omission of the receiving party;
  2. was in the other party's lawful possession before the disclosure;
  3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
  4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
  5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

11.2  Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.

11.3  Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

11.4  Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

11.5  The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

11.6  The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.

11.7  No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.11.8  The above provisions of this clause shall survive termination of this agreement, however arising.

12.1  The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:

  1. the Customer is given prompt notice of any such claim;
  2. the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
  3. the Customer is given sole authority to defend or settle the claim.

12.2  In no event shall the Supplier, its employees, agents and subcontractors be liable to the Customer to the extent that the alleged infringement is based on:

  1. a modification of the Services or Documentation by anyone other than the Supplier; or
  2. the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
  3. the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

12.3  The foregoing states the Supplier's (including the Supplier's employees', agents' and subcontractors') entire obligations and liability, for infringement of any Intellectual Property Rights.

13.1  This clause 12 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer:

  1. arising under or in connection with this agreement;
  2. in respect of any use made by the Customer of the Services and Documentation or any part of them; and
  3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

13.2  Except as expressly and specifically provided in this agreement:

  1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
  2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
  3. the Services and the Documentation are provided to the Customer on an "as is" basis.

13.3  Nothing in this agreement excludes the liability of the Supplier:

  1. for death or personal injury caused by the Supplier's negligence; or
  2. for fraud or fraudulent misrepresentation.

14.1  The Subscription Term will begin on [Effective Date]

14.2  This agreement shall, unless otherwise terminated as provided in this clause, commence on the Effective Date for a period of the initial subscription term, and shall continue as a rolling contract thereafter unless the Customer notifies the Supplier 30 days before the end date of the agreement.

14.3  Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the other party if:

  1. the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
  2. the Customer commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
  3. the Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
  4. the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
  5. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
  7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer;
  8. the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;
  9. a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the other party;
  10. a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced upon or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 7 days;
  11. the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
  12. there is a change of control of the Customer; or

14.4  On termination of this agreement for any reason:

  1. all licences granted under this agreement shall immediately terminate; 
  2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
  3. the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and
  4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.

No variation of this agreement shall be effective unless it is in writing and signed by electronic signature by the parties (or their authorised representatives).

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20.1  If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

20.2  If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

21.1  This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

21.2  Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

22.1  The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

22.2  The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Any notice including termination required to be given under this agreement shall be in writing via email to the nominated contact on the account.

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Without prejudice to any other rights or remedies that the Supplier may have, the Customer acknowledges and agrees that damages alone would not be an adequate remedy for any breach of this agreement. Accordingly, the Supplier shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this agreement by the Customer.

(A) Escalation Flowchart:

 

Flowchart support

 

(B) Core Support Hours:

 

Support hours

 

Charles Preston, for and on behalf of usecure ltd

February 2020.