Terms of Service

These are the terms and conditions for the contract between:

- we, us, Intellassure Ltd (registered in England and Wales with our company number 16149319) and with our registered address at Dale House, 64 Fink Hill, Horsforth, Leeds, England, LS18 4DH, and

- you, our customer, for us to provide you with the "Services" which are those as defined below.

These terms apply to the exclusion of any other terms that you may seek to impose or incorporate into the provision of services, or which are implied by law, trade custom, practice or course of dealing.

1. The Contract

(a) Basis of Contract

The contract between you and us (the "Contract") is made up of:

(i) these Terms and Conditions; and

(ii) any other documents referred to in these Terms and Conditions that are stated as forming part of the Contract.

(b) Commencement and Duration

The Commencement Date shall be the date of your acceptance of these Terms and Conditions on entering into and completing payment for a subscription. The Contract continues until the end of the billing period, and for each further billing period for which it renews under clause 4.

(c) Interpretation

In the Contract:

(i) Affiliate means any entity that controls, is controlled by, or is under common control with a party;

(ii) Authorised Users means the individuals you authorise to use the Services under your User Subscriptions;

(iii) Business Day means a day other than a Saturday, Sunday or public holiday in England;

(iv) Business Hours means 9.00am to 5.00pm UK time on a Business Day;

(v) Documentation means the user guides, help content and other documentation we make available for the Services;

(vi) Software means the software applications we provide as part of the Services;

(vii) Subscription Term means each billing period for which you have paid;

(viii) User Subscription means a subscription you purchase that entitles an Authorised User to access and use the Services;

(ix) Virus means anything that may interrupt, damage or impair the operation of any computer, software, network or data, including worms, trojans, ransomware and other malicious code; and

(x) Vulnerability means a weakness in computational logic that, if exploited, compromises the confidentiality, integrity or availability of a system or its data.

2. The Services

2.1 The services shall include StedOS, Steward, and any other related services offered in-product or on our website (the "Services").

2.2 The services under the terms of this contract exclude services offered by Trusted Partners or related third parties whether offered through Intellassure, our products or services, or by introduction.

2.3 We shall use commercially reasonable endeavours to make the Services available on an uptime basis of StedOS of 99.5%, based on 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the maintenance window of 7pm to 7am UK time; and

(b) unscheduled maintenance performed outside Business Hours, provided we have used reasonable endeavours to give you at least 6 Business Hours’ notice in advance.

2.4 We reserve the right to amend the Services regularly, and may change content or format of Services at any time, provided such changes are in line with the intended purpose and prior claims regarding the Services.

2.5 This service provides best-effort guidance based on recognised security and compliance practices; however, final responsibility for achieving and maintaining compliance remains solely with the user.

3. User Subscriptions

3.1 Subject to you purchasing the User Subscriptions in accordance with these Terms and Conditions, we hereby grant you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit your Authorised Users to make use of the Services.

3.2 In relation to the Services, you undertake that:

(a) the maximum number of Authorised Users shall not exceed the number set out in the subscription description as purchased;

(b) you will not allow or suffer any User Subscription to be used by more than one individual at a time;

(c) you shall not, nor permit or suffer your Authorised Users to, access, store, distribute or transmit any material during the course of use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property.

3.3 You shall not, nor permit or suffer your Authorised Users to:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except your Authorised Users; or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause; or

(f) introduce or permit the introduction of any Virus or Vulnerability into our network and information systems.

3.4 You 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 us.

3.5 The rights provided under this clause 3 are granted to you only, and shall not be considered granted to any subsidiary or holding company of yours unless specified.

3.6 We reserve the right to suspend the Services and/or User Subscription(s) if we reasonably believe there is a breach of the requirements of this clause.

4. Charges and Payment

(a) Charges for subscription contracts shall be payable in advance for each billing period.

(b) Charges shall be calculated based on the Services and the billing period you select.

(c) Your subscription renews automatically at the end of each billing period, for the same Services and billing period as the one ending, unless you cancel it before the renewal date.

(d) We will attempt to take payment for each renewal at the commencement of the new billing period.

(e) Should payment not be made for the Services for any given billing period, you and your Authorised Users will lose access to the Services and any company data stored therein.

(i) Your rights under the Privacy Notice and data protection law are unaffected by any terms in this clause 4.

5. Intellectual Property Rights

(a) All intellectual property rights relating to any data, software, materials, services and/or other deliverables provided by us or on our behalf under the Contract belong to us (our Materials) or the relevant third party rights owner. If any intellectual property rights belong to a third party, we have the licences and consents we need to provide the Services to you. You will not own any of the intellectual property rights in any of our Materials or which arise as a result of us providing the Services. (Intellectual property rights are any rights and interest in patents, trademarks, service marks, trade and business names, rights in design, copyright, database rights, know-how, rights to apply for these and any other similar rights which in each case exist at any time anywhere in the world.)

(b) Subject to payment of the charges in accordance with clause 4, we grant you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit your Authorised Users to use the Services and our Materials during the relevant Subscription Term solely for your internal business operations.

(d) You can use our Materials only for the purpose of receiving the Services for your own internal business purposes. You must keep these safe and not give or show them to any third party or allow any third party to access or use them or use the Services or the deliverables to provide a service to any third party. You shall ensure that no employee or worker keeps any copies of our Materials after ceasing to work for you.

(e) You will pay to us and hold us harmless against all liabilities, costs, expenses, damages and losses which we suffer as a result of or in connection with any claim made against us because anything which you supply to us in connection with this Contract actually or allegedly infringes a third party’s intellectual property rights. This provision will continue to apply after the Contract has ended.

(f) We may tell third parties that we provide, or have provided, the Services to you. You agree that we can use your name and logos for this purpose.

(g) You acknowledge that, where we do not own any of our Materials, your use of rights in such materials is conditional on us obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as are acceptable to us (including in relation to any fees payable) and that will entitle us to license such rights to you.

6. Liability

(a) We do not limit our liability in respect of any liability which by law cannot be limited or excluded (including death or personal injury caused by a party’s negligence).

(b) We will not be liable to you (whether in contract, tort (including negligence), breach of statutory duty or otherwise, howsoever arising) for:

(i) loss of profits;

(ii) loss of sales or business opportunities;

(iii) loss of agreements or contracts;

(iv) loss of anticipated savings;

(v) loss of or damage to goodwill;

(vi) loss of use or corruption of software, data or information; or

(vii) any indirect or consequential loss or damage.

(c) Our total aggregate liability to you in connection with the Contract for any loss which arises (whether in contract, tort (including negligence), breach of statutory duty or otherwise, howsoever arising) in any contract year is limited to 100% of our charges which are paid or due in that contract year, where “contract year” means each consecutive period of one year following the start of the Contract.

7. Confidentiality

(a) Subject to clauses 7(b) and 7(c) you must:

(i) use our confidential information only for the purpose of allowing us to provide the Services; and

(ii) not reveal our confidential information to anyone else without our written permission.

(b) You may give our confidential information to your employees, officers, representatives or advisers who need that information for the purposes of exercising your rights or carrying out your obligations under or in connection with the Contract.

(c) You may provide our confidential information when this is required by law, or by a court or any government or regulatory authority. You may also provide our confidential information when the information is public knowledge (unless this is a result of unauthorised release of the information) or if you already knew it before we gave it to you.

(d) We have the same rights and obligations to you in respect of your confidential information as those set out in clauses 7(a), 7(b) and 7(c) above.

(e) This clause 7 will continue to apply after the Contract has ended.

(f) For the purpose of this clause confidential information means all information of commercial value, in whatever form or medium, disclosed by a party (or any of its Affiliates) to the other party (or any of its Affiliates), including commercial or technical know-how, technology, financial information, information pertaining to business operations or structure, services and strategies, unpublished information relating to intellectual property rights, and information pertaining to suppliers, customers, pricing and marketing and, for clarity, including (in the case of our information) information relating to our software, platforms, applications or any of their constituent parts, or source code.

8. Data Protection

(a) For the purposes of the Contract, you are the data controller and we are the data processor.

(b) Definitions relating to data protection are consistent with the UK GDPR and the Data Protection Act 2018.

(c) Where you are the data controller or joint data controller, you are confirming that you are acting in accordance with the obligations of a data controller as set out in applicable data protection law.

(d) It is your responsibility to ensure that any appropriate necessary consents are in place.

(e) We may use anonymised data to tailor and improve our offerings to meet your requirements.

(f) When we process personal data for the purposes of the Contract as a data processor, we will:

(i) comply with all applicable data protection law in the United Kingdom;

(ii) maintain accountability documentation in relation to that personal data;

(iii) process it only for the purpose of meeting our obligations under the Contract, or where the law permits us to do so;

(iv) act in accordance with your instructions or requests you give us about processing this personal data; and

(v) take appropriate organisational and technical measures to protect personal data against unauthorised or unlawful processing, and accidental loss, destruction or damage. Those measures will take account of:

(a) the nature of the information and the harm which could arise from such processing, loss, destruction or damage;

(b) the technology available; and

(g) We will not allow personal data to be transferred out of, or processed outside, the United Kingdom or the European Economic Area unless we have taken such measures as are necessary to ensure the transfer is compliant with all applicable data protection law.

(h) We will not pass this personal data to any third party unless there is a legal or statutory obligation to do so, or:

(i) we have your permission in writing; or

(ii) we have entered into a written contract with that third party and they agree to meet obligations that are equivalent to those set out in this clause 8.

(i) We will only engage sub-processors provided that:

(i) we maintain an up-to-date, and accessible, list of categories of sub-processors, which we shall update with details of any change in categories of sub-processor at least 14 days prior to any such change. The list is published in our Privacy Notice at https://sted.digital/privacy-notice#sub-processors. Consent is deemed to be given (where required) if no objection is received in writing within 14 days of updating this list; and

(ii) we have a written contract in place with any sub-processor we appoint that requires it to protect the data to the standard required by applicable data protection law.

(j) We will provide reasonable and timely assistance to help you deal with data protection related requests relating to the data we hold, including to respond to:

(i) any request from a data subject to exercise any of its rights under applicable data protection law; and

(ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the data we hold.

(k) We will not provide any information to a data subject relating to their rights over that data without your prior written authorisation, unless the law requires us to.

(l) We will cooperate with any data protection impact assessments required.

(m) We will inform you of data breaches relating to your data without undue delay, providing information on the nature of the breach, the categories and number of affected individuals, a description of likely consequences and the measures we have taken to mitigate it.

(n) At the end of the Contract, we will delete personal data provided for the purpose of this Contract where we are the data processor.

(o) We will make sure that all our personnel who need access to this personal data for the purposes of the Contract keep to this clause 8 and have received appropriate training.

(p) We will allow you, at your expense and after you have given at least 30 days’ notice, to enter our premises or any other location where this personal data is processed so you can make sure this clause 8 is being met.

9. Ending the Contract

(a) You or we may end the Contract immediately, by giving written notice to the other party, if the other party does any of the following:

(i) materially breaches the Contract and, if the matter can be put right, fails to do so within 30 days of receiving written notice to take action; or

(ii) if a limited company: stops trading, becomes insolvent, enters into administration, receivership, administrative receivership or liquidation, or suffers any similar situation.

(b) Any rights and remedies that arose before the Contract ended will continue to apply and will not be affected by the Contract ending. Any terms and conditions that expressly or by implication survive termination of the Contract shall continue in full force and effect.

10. Force Majeure

You will not be liable for failing to meet, or a delay in meeting, your obligations under the Contract if this failure is caused by an event beyond your control and we will not be liable for failing to meet, or a delay in meeting, our obligations under the Contract if this failure is caused by an event beyond our control, which in either case could not have been reasonably anticipated or avoided by the party affected by it.

11. General

(a) This Contract is the whole agreement between you and us. It replaces all previous agreements, promises, assurances and understandings relating to these services. You agree that you have not relied on any statement, promise or assurance not set out in the Contract.

(b) You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any rights or obligations under the Contract. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with any of our rights or obligations under the Contract.

(c) If you or we fail to, or delay in, exercising any right or remedy under the Contract or provided by law, this will not prevent you or us from exercising that or any other right in the future. No single or partial exercise of such right or remedy will prevent or restrict any further exercise of that or any other right or remedy.

(d) If any part of the Contract is or becomes illegal, invalid or cannot be enforced, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion of a provision will not affect the other parts of the Contract, which will continue to apply.

(e) Any words following the terms “Including”, “Include in particular”, “For example” or any similar expression are illustrative and do not limit the sense of the words, description, definition, phrase or term preceding those terms.

(f) You shall not at any time during the term of the Contract or within 12 months after the last date of supply of any Services:

(i) solicit or entice away from us; or

(ii) employ or attempt to employ,

any person who is, or has been, employed or engaged by us in the provision of the Services, or attempt or authorise such action.

(g) If during the term of the Contract or within 12 months after the last date of supply of any Services, you breach clause 11(f), you shall pay us the greater of:

(i) the relevant individual’s gross annual salary inclusive of all benefits at the time of their resignation or departure; and

(ii) the equivalent of 25% of the relevant individual’s new annual salary or fee inclusive of all benefits, such sum being deemed by you and us to be reasonable, commercially justified and proportionate to protect our legitimate interests.

12. Third-party Rights

No one, other than you and we, has any right to enforce all or part of the Contract.

13. Relationship

Nothing in the Contract creates a partnership or joint venture between you and us or authorises either you or us to enter into any commitments for or on behalf of the other.

14. Governing Law

The Contract and any dispute or claim arising out of or in connection with it will be governed by, and interpreted in line with, the laws of England and Wales.

15. Jurisdiction

You agree that only the courts of England and Wales can settle any dispute or claim arising out of or in connection with the Contract or service, unless we can solve the matter directly with you. Nothing in this clause limits our right to take legal action against you in any other court. Taking action in any other court does not prevent us from taking action under any other laws.