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CYBERSMART FREEMIUM END USER LICENCE AGREEMENT

General

Welcome to CyberSmart, the smarter way to be cyber safe and compliant with recognised standards. These terms, the Terms and Conditions of our partners and our privacy policy form the binding agreement between you (“You” or “the Customer”) and us (“the Company”) and shall come into force at such time as you use the Website and/or the purchase/use of the Company’s cyber security and compliance services (including the 24/7 Agent monitoring) (“the Services”). Please read these documents carefully and contact us in case you have any questions.

Definitions

  • CyberSmart Active Protect: an Agent.
  • Agent: a program that can be installed on a computer or mobile device and which can check and secure the configuration of the computer or device;
  • Auto-Fix: refers to features which, after enabled by the Customer, can change the configuration of the Customer’s systems;
  • Customer: any user of the Site and/or registered user with an account on the Company’s Site that has or has not deployed Agents through the Site, regardless of whether or not fees have been paid for any Services;
  • Company: CyberSmart Ltd., company number 10088945 registered address at 68 Hanbury Street, London, E1 5JL;
  • Opinion: non legally binding information contained in the Company’s toolkits;
  • Systems: any technology or computer infrastructure, software and hardware; and
  • Website or Site: the website at www.cybersmart.co.uk and any of its sub-domains, Agents and applications.
  • Freemium: Whereby the Company offers its services to the Customer free of charge until the maximum threshold of user licences is exceeded

Scope of these terms

  1. The use of this Site, the Services and all its parts is subject to the acceptance of these terms of use, the terms of use of the Company’s partners as outlined in other parts of the Site and privacy policy (https://cybersmart.co.uk/privacy/).
  2. The agreement identified by these terms constitutes the entire agreement under which the Company’s Services and this Site may be used. Any prior communication, warranty or statement shall not apply to the contract between us.
  3. Headings have been inserted for convenience and may not be used to interpret the content of this agreement.
  4. By using this site as representative of a corporate entity, Customers warrant that they are entitled to do so.
  5. These terms shall only be applicable between the Company and the Customer and do not intend to benefit or confer any other right in regards to third parties.
  6. The Company may, at any time and on its discretion by notice amend these terms and its privacy policy. Customers of the Site agree that it falls into their responsibility to regularly check the Website for notice of any such changes to these documents.
  7. If you disagree with any of the provisions of these terms or our privacy policy, you should stop using the Site and/or any Services.
  8. Any disputes shall be subject to the version of these terms and conditions in effect at the date at which the dispute was first brought to the Company’s attention in writing

Use of Site

  1. The Company’s Site and all its content are owned by and under copyright of the Company and/or third-party licensors. Customers may not reproduce any written content, images or concepts without the prior written permission of the Company. Customers may not (and shall not incite or cause others to):
    1. modify, disassemble, decompile or reverse engineer the Website, except to the extent expressly permitted by law;
    2. resell, sublicense, distribute or otherwise transfer any materials from the Website to any third party;
    3. copy any of the Website content;
    4. circumvent, disable or remove any Website security features;
    5. interfere (or try to do so) with the proper working of the Website or any activities conducted on it.
  2. In case of breach of this provision, the Company shall have the right to immediately terminate Your access to the Site and claim damages for the damage suffered where appropriate.
  3. Any data provided by Customers over the course of the Services and whilst using the Agents remain the sole property of the Customer.
  4. Customers will be liable for any and all loss, liability and/or damage to the Company or third parties through the use of their Website account, including any unauthorised third-party access. Customers are recommended to use strong passwords, changed in case of a suspected security breach and to enable multi-factor authentication at all times.
  5. In the case of a suspected security breach, Customers must inform the Company in writing immediately.
  6. The purpose of this Site is to provide easy access to the CyberSmart Dashboard to deploy Agents for 24/7 compliance monitoring. In order to provide Customers with unparalleled service, the Company stores and processes Company and personal data. Please refer to the privacy policy for further information.
  7. All information entered by You onto Your account on the Company’s Site in the course of the Services is treated by the Company as confidential. You acknowledge that the Company has the right to access, monitor and modify Your account for the purpose of providing the Company’s Services.
  8. It is Your responsibility to provide the Company at all times with accurate contact information including, but not limited to, a valid e-mail address. You must promptly advise the Company of any changes in Your contact information.
  9. The Company provides “Auto-Fix” solutions, which help the Customer to implement standards more quickly. The Customer accepts that these “Auto-Fixes” are applied at its discretion and risk. The Company will not be held liable for any damage incurred by the Customer using such a function.
  10. The Company will not be held liable for any damage or inconvenience resulting from the Company following Opinions provided. It is recommended that Customers discuss any changes in their IT infrastructure with a professional familiar with the Customer’s Systems.
  11. In order to function comprehensively, the Customer installs Agents on the Customer’s Systems to provide 24/7 compliance monitoring. Agents have been developed together with leading cyber security professionals and have been thoroughly and independently tested. The Customer agrees to Agents being installed on the Customer’s Systems and the  Customer will not hold the Company, its officers or employees liable for any damage, loss or inconvenience caused by any such Agents.
  12. The Company may make commercially reasonable changes to the Services offered to the Customer from time to time. If the Company makes a material change to the Services, the Company will notify the Customer by giving not less than 30 day’s prior notice. If the Customer notifies the Company that it does not agree with such material change, then the Customer will remain governed by the terms in effect immediately prior to the change until the end of the then-current subscription term, except where such change is required by applicable law.
  13. The Company will provide the Customer with up to three Agent user licences free of charge. Once the Customer has deployed 4 or more licences they will be instructed to set up a billing account and pay the monthly subscription for any licences above the maximum free licence threshold (three). The first 3 licences will remain free. The Customer accepts that they may be contacted by the Company via email or telephone if they do not set up a billing account within a reasonable period. If the Company is unable to contact the Customer or a billing account is not created within a reasonable period, the Company reserves the right to discontinue the Customer’s account and remove it from the Website.
  14. Users may deploy the Agent across multiple devices providing the primary user remains consistent.  If the Company has reason to believe there are multiple users associated with one user licence, the Company will investigate and retain the right to remove devices associated with a user account following a conversation with the Customer Administrator.

Termination

  1. Customers may, at any time without cause terminate its contract for the provision of the Services offered by the Company. Under such circumstances, the Company will provide the Customer with an aggregation of data submitted over the course of the contractual relationship.
  2. In case of breach of these terms, the Terms and Conditions of our Privacy Policy by the Customer, the Company shall have the right to terminate any relationship with the Customer with immediate effect.
  3. The Company reserves the right to withdraw the Freemium offer at any time with 30 days notice to the Customer. 
  4. Whereby the services are being offered free of charge to customers of our strategic partners, and the organisation ceases to be a customer of said partner, their access to the Freemium Service will be terminated. The Company reserves the right to contact such customers in order to move them to a paid plan, or to terminate their services.

Liability

  1. The Website is provided on an “as is” and “as available” basis without any representation or endorsement made and the Company makes no warranties, whether express or implied, in relation to the Website or its use. You acknowledge that the Company cannot be responsible for the security or privacy of information transmitted to the Company and the Customer must bear the risk associated with the use of the internet.
  2. Notwithstanding any other provision in these Terms, nothing in these Terms will affect or limit any rights You may have under English Law; or exclude or limit the Company’s liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law.
  3. In no event will the Company be liable for any indirect, special, punitive, exemplary or consequential losses or damages of whatsoever kind arising out of Customer’s use of, or access to the Website or Services, including loss of profit, whether or not in the contemplation of the parties, whether based on breach of contract, tort (including negligence), product liability or otherwise. The Company’s total aggregate liability for direct losses or damages of whatsoever kind (including loss of profits) in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of the delivery to You of paid-for Services, whether based on breach of contract, tort (including negligence), product liability or otherwise shall be limited to the total fees paid by You for the Services during the 12 months immediately preceding the date on which the claim arose.
  4. The Company may, at any time and at its own discretion, temporarily or permanently discontinue its Services where necessary as a result of any cause beyond the Company’s reasonable control including, without limitation, mechanical, electronic or communications failure. Under such circumstances, the Company shall not be liable for any damage, loss or inconvenience.

Dispute resolution and Jurisdiction

  1. Before instigating court proceedings, users agree to provide the Company with sufficient time and information to rectify the point in issue. Furthermore, before filing any claims users agree to provide the Company with the opportunity to engage in an alternative dispute resolution process.
  2. Subject to clause 30, these terms and any claims resulting from its application are subject to the laws of England and Wales. Both parties, therefore, waive any rights of claim in any other jurisdiction, except for the right of the Company which may at its discretion submit claims within the jurisdiction of the Customer.

Last Updated: 24 Aug 2023

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