1. This Agreement is in compliance with the laws of the United Kingdom of Great Britain and Northern Ireland and the European Union, including (but not limited to) the following laws (in their current versions, with all amendments and additions):
- Consumer Protection Act 1987;
- Data Protection Act 1998;
- Electronic Commerce Directive (EC Directive) Regulations 2002;
- Money Laundering Regulations 2007;
- Privacy and Electronic Communications (EC Directive) Regulations 2003;
- Regulation of Investigatory Powers Act 2000;
- Sale of Goods Act 1979;
- Telecommunications (Fraud) Act 1997;
- Telecommunications (Data Protection and Privacy) Regulations 1999;
- and other laws.
2. This offer is intended for any persons and parties that have the legal capacity and wish to use Our Services under the terms and conditions of this Agreement (hereinafter — Customers).
3. A Customer’s registration on the Website or a Customer’s downloading the Platform’s Software for informational purposes shall be considered to be the acceptance of the offer’s terms.
4. The acceptance of the offer’s terms shall mean a Customer’s full and unconditional acceptance of all the terms and conditions of this Agreement without any omissions and/or restrictions and shall be equal to signing a bilateral written agreement on providing access to the Services.
5. The current version of this document is available on the Website at www.protectimus.com/terms-of-use for a Customer to read as a mandatory procedure prior to a Customer’s accepting the offer.
6. Here and hereinafter, all the terms used in the text of this document shall have the meanings as specified in Section 1 of this document.
1. Definitions Of Terms
1.1. Unless the context of this Agreement suggests otherwise, the following terms and phrases shall have the following meanings:
- “Administrator” – the Superuser’s employee to whom the Superuser delegates the administration rights pertaining to its projects (resources);
- “Account” – a set of data in Our accounting system pertaining to one Customer and containing information on the amount of this Customer’s advance Payments or debts owed to Us, as well as other information; at our discretion, a Customer has access to certain activities with this Customer’s Account. There may be several projects (resources) tied to one Account;
- “Owner” – see “Superuser”;
- “Agreement Date” – the date when this Agreement is signed and accepted by a Customer;
- “Service Commencement Date” (SCD) – the date when the provision of a certain Service to a Customer commences, unless otherwise expressly stated in this Agreement;
- “Incident” – any event for which notification is required, which is not part of a Service’s standard operation, and which results in the disruption or decreased quality of a Service;
- “Customer” – a person or party that accepts all the terms and conditions of this Agreement, wishes and has the legal capacity to use the Services;
- “Confidential Information” – any confidential information and/or any other information received in connection with this Agreement (including information received by a Customer’s Employees) that is: (i) identified by either Party in a substantiated manner as commercially significant or confidential, (ii) obviously confidential by its nature, or (iii) provided under circumstances in which the confidentiality obligation arises;
- “End User’s Licensed Software” (EULS) – any software (other than the Software) whose license validity is regulated by a separate agreement signed between the users’ of such software and its licensor;
- “We” – the company Protectimus Solution LLP,
- “Equipment” – the equipment owned by Us, Our Affiliate, or Our Suppliers and provided to a Customer for the purpose of using it in connection with the use of the Services;
- “One-Time Password” (OTP) – a password that is valid for only one authentication session;
- “Payment” – an amount of money to be paid by a Customer to Us under this Agreement;
- “Platform” – one of the methods used by Us to provide the Services, a comprehensive two-factor authentication solution installed on a Customer’s equipment;
- “Users” – all persons to whom a Customer allows to use the Services;
- “Supplier” – a party that provides to Us any goods, works or services that are required for Us to fulfill our obligations under this Agreement;
- “Schedule of Rates” – a description of, and a price list pertaining to, the service plans, options for receiving the Services, the Software and/or the Equipment available to a Customer, which may be changed by Us from time to time. The Schedule of Rates is available on the Website;
- “Software” – any software provided by Us to a Customer under this Agreement;
- “Website” – Our Internet Website that can be found at: www.protectimus.com;
- “Service” – a Cloud Service, which is one of the methods used by Us to provide the Services, a comprehensive SAAS solution for the effective implementation of two-factor authentication;
- “Network” – a technical network, telecommunications network, resource supply network, or any other network or equipment of any third party used by Us for the purpose of providing the Services;
- “Customer’s Employee” – any employee, consultant, agent, supplier, or contractor (or a contractor’s employee or consultant) engaged or used by a Customer or any third party;
- “Parties” – We and a Customer referred to jointly;
- “Superuser” (also – “Owner”) – a Customer that enters into a contractual relation with Us and makes Payments under this Agreement;
- “Token” – special software or a hardware device generating a One-Time Password;
- “Service” – a service provided by Us to a Customer under this Agreement and the Schedule of Rates;
- “Affiliate” – any party that is a subsidiary or a parent company (including the ultimate owner) of a relevant company as defined in Section 1162 of the UK Companies Act 2006;
- “This Agreement” – this document as defined in Section 27 of the User Agreement.
- Register on the Website;
- Create a project (resource);
- Create Users and assign Tokens to Users;
- Assign the created Users to a resource;
- Download an auxiliary library and integrate Our solution using Our instructions;
- Activate the work with the API by activating the service plan.
- Download the Platform’s Software;
- Install the Software of a Customer’s equipment;
- Create a project (resource);
- Create Users and assign Tokens to Users;
- Assign the created Users to a resource;
- Download an auxiliary library and integrate Our solution using Our instructions;
- Purchase and install the license for the required number of Our Services.
- 3.6.1. On a Customer’s resource, a User enters the login and password and the OTP in the authentication form that protects access to the system or some activities, for example, carrying out a payment transaction. A User can obtain a One-Time Password using a physical hardware token or software token.
- 3.6.2. A Customer’s resource creates a request consisting of a User’s login and the OTP entered by a User and sends this request to Us via the API method call.
- 3.6.3. We verify whether or not this User exists and whether or not there are any restrictions for this User’s access to the resource requested. We generate an OTP using the same algorithm as with the login details used by a User’s Token. After that, we return the authentication result to the resource.
- 3.6.4. Based on the data received, a Customer’s website makes the decision on whether or not to grant this User access to the requested resource.
- Internet Explorer 9 and higher,
- Mozilla Firefox 20 and higher,
- Google Chrome 23 and higher.
- for every Service (regardless of whether or not a Customer uses this Service);
- for our Equipment and/or Software, if applicable; and
- for any other products or services on the provision of which the Parties may agree from time to time.
- 6.6.1. charge a Customer a late payment penalty in the amount of 1% of the amount delayed for every day of such delay;
- 6.6.2. suspend the provision of the Services (notifying a Customer about such suspension) until this Customer fully repays any debt owed to Us.
- 6.10.1. We shall continue to provide the Services even if there is a negative balance in this Customer’s Account.
- 6.10.2. This Customer shall repay the credit amount when making the next Payment to Us.
- 6.10.3. No commission fee shall be charged for this service.
- 6.10.4. The credit amount shall depend on the total cost of the Services provided to this Customer over the past 12 months.
- 6.10.5. If the credit amount is used up, and no additional Payment is made, the provision of the Services shall be suspended.
- 7.1.1. comply with all reasonable instructions (including instructions regarding health and safety, the use of the Internet, etc.) given by Us pertaining to the use of the Services, the Software and/or the Equipment;
- 7.1.2. not use the Services, the Software and/or the Equipment in any way that may cause any harm to Our reputation or that of Our Suppliers, is not compatible with reasonable and responsible use of the Services, the Software and/or the Equipment, and/or may have a negative impact of the provision of the Services, the Software and/or the Equipment to other Customers;
- 7.1.3. not use the Services, the Software and/or the Equipment in any fraudulent or illegal way, or in connection with any criminal or illegal activities;
- 7.1.4. not use the Services, the Software and/or the Equipment in a way that infringes on any third party’s rights or license, or any regulations, instructions, or recommendations issued by a competent regulating authority;
- 7.1.5. have all the mandatory licenses and/or permissions required in accordance with any applicable laws, regulations and/or administrative ordinances for the purpose of receiving and using the Services, the Software and/or the Equipment;
- 7.1.6. notify Us of any peculiarities or changes in their business activities that may affect the use of the Services, the Software and/or the Equipment or a Customer’s ability to fulfill the obligations under this Agreement; and
- 7.1.7. adhere to the requirements of all effective laws and regulations.
- claims, losses, and expenses incurred by Us as a result of a breach of this Agreement in connection with a User’s utilization of the Services, the Software, and/or Our Equipment; and
- losses, costs, and expenses arising out of any claims against Us put forward by any of this Customer’s Affiliates or Users (or any other Third Party that this Customer allows to use the Services, the Software and/or Our Equipment), provided that these requirements exceed the other liability restrictions specified in this Agreement.
- 11.5.1. if a Customer does not comply with the terms and conditions of this Agreement, after such a Customer is notified in writing (including but not limited to failing to make any Payment owed to Us under this Agreement); or
- 11.5.2. if, in our reasonable opinion, a Customer, through its actions or inaction, causes harm or creates dangerous conditions for the provision of the Services pertaining to Us, our Suppliers, the Service and/or the Platform, or any other Customers and/or Users.
- this Customer has no unfulfilled obligations to Us; We receive this Customer’s notification of such termination executed in writing in accordance with the established form at least 30 (Thirty) calendar days prior to such termination.
- a Customer’s gross violation of this Agreement or the effective laws;
- Our substantiated reasons to suspect that a Customer is involved in money laundering, terrorism financing, fraudulent or any other illegal activities and/or activities that pose an unacceptable risk to Us;
- Our substantiated reasons to suspect that a Customer’s access to the Services is compromised;
- a Customer’s systematic (more than two times) refusal or failure to provide information, or provision of unreliable information;
- numerous substantiated complaints from third parties regarding this Customer, including but not limited to this Customer’s Users;
- a Customer’s failure to make payment for any of Our invoices within at least 28 days;
- if insolvency (bankruptcy) proceedings are initiated pertaining to a Customer.
- the Parties must fulfill all mutual obligations;
- a Customer must no longer use the Services;
- a Customer’s Rights pertaining to any intellectual property transferred to this Customer under this Agreement are terminated;
- at the request of the other Party, both Parties shall return or destroy all the Confidential Information that belongs to the other Party.
- 13.3.1. use the Equipment solely for the purpose of receiving or using the Services in accordance with this Agreement;
- 13.3.2. adhere to all the instructions provided from time to time by Us or Our representative pertaining to the Equipment (including the instructions pertaining to the return of any Equipment),
- 13.3.3. be responsible for the Equipment, prevent its loss, damage, theft, destruction, damage, mechanical or other interference with its operation and so on, except for providing access to the Equipment to Our authorized representatives;
- 13.3.4. notify Us in the event of loss, theft, or destruction of the Equipment;
- 13.3.5. not have any unauthorized parties perform repairs or maintenance service of the Equipment;
- 13.3.6. Allow Us, Our representatives and/or Suppliers to inspect or test the Equipment with timely notification, as well as after the completion of the Services when returning the Equipment;
- 13.3.7. return the Equipment to Us in strict compliance with Our instructions and this Agreement.
- the Services may not function correctly or properly;
- We will not be able to provide to this Customer the relevant Services properly; and
- We shall not be responsible for this Customer’s inability to receive these Services, and this Customer shall remain responsible for making the relevant Payments.
- a defect is caused by any of the following reasons after the transfer of the Equipment to a Customer: an accident; unusual physical, electrical or electromagnetic stress; neglect or misuse; power outages; rough handling during the transportation of the Equipment; a fire or any other natural disaster; a Customer’s refusal or failure to maintain the Equipment in accordance with Our technical requirements; the use of the Equipment via unauthorized methods; modification of the Equipment by a Customer or repairs of the Equipment by any third parties (except as expressly permitted by Us in writing );
- Our registration numbers, warranty details, or the warranty of quality marks on the Equipment are deleted or modified.
- third parties, other than a Customer;
- Equipment manufactured by third parties and resold to Us, if it is not marked by Us and/or with Our trademarks;
- expendable materials.
- promptly notify Us;
- not unilaterally and independently agree to pay compensation under such claim;
- allow Us or Our licensor to conduct all negotiations and court hearings, providing all reasonable assistance to Us or Our licensor;
- allows Us, at Our sole discretion, to modify or replace the Equipment, the Software, any information or materials to avoid the continuation of any violations.
- not to use pertaining to any of a Customer’s goods or services, and not to attempt to register any (registered or unregistered) trademark, logo, or name abbreviation that belongs to Us or Our Suppliers, and not authorize any third party pertaining to any of the actions referred to in this paragraph;
- not to violate any copyright and registered or unregistered proprietary rights that belong to any third party with respect to any Software or Equipment.
- publicly available (except as a result of breach of this Agreement);
- already known to the receiving party prior to SCD;
- lawfully obtained from a third party; or
- mandatory for disclosure in accordance with a decision made by any court, law enforcement or supervisory authority of the relevant jurisdiction.
- 16.1.1. We shall not be liable to a Customer or any third parties in the following cases: transfer by the holder of a card used to pay for the use of the Services and/or the Equipment of their information to any third parties; willful or negligent (including loss) provision of access to their computers, mobile devices, payment card, and/or the Equipment to any third parties; or any other violation of any data confidentiality, and in the event of a Customer’s and/or any third party’s illegal, including fraudulent, activities.
- 16.1.2. We are not a party in any transactions for the purchase or sale of goods, services, works or any other transactions entered into between a User and a Customer (regardless of the method of such transactions); and, therefore, We:
- have no control over the compliance of a transaction with the requirements of the laws, do not affect its terms and conditions, bear no responsibility for the consequences of its conclusion, performance, or termination, including the aspect of any refund pertaining to such transaction;
- are no liable to a User pertaining to any obligations that arise for a Customer;
- do not consider a User’s claims pertaining to the improper fulfillment of a Customer’s obligations, including the obligations related to any transfer of goods, execution of works, and provision of services;
- are no liable to a Customer pertaining to any obligations that arise for a User;
- do not consider a Customer’s claims pertaining to the improper fulfillment of a User’s obligations, including the obligations related to any payments for goods, works, and services;
- 16.1.3. In any event, our liability to any person or party pertaining to any Incident (or a series of Incidents) shall, under no circumstances, exceed the lower of the two amounts: the amount of direct damages suffered by this person or party as a direct result of this Incident (or a series of Incidents), and the amount of six monthly payments at the highest rate included in the published Schedule of Rates.
- 16.1.4. In any event, our liability to any person or party pertaining to any Incident (or a series of Incidents) shall, under no circumstances, include the following: lost profit, moral damages, (direct or indirect) loss of profit, business, revenue, anticipated savings, goodwill, damages due to the interruption of business, wasted expenditure, or any loss or damage to data, as well as any consequential losses or damages whatsoever.
- 16.1.5. We shall not be liable for any temporary inability to provide the Services, malfunction, failures and errors in the Software or the Equipment that are not Our fault, and shall accept no liability in this case for any possible losses suffered by a Customer or any third parties.
- 16.1.6. We shall not be liable for a Customer’s lack or absence of access to the Software or the Equipment enabling such Customer to use the Services, and shall not be liable for any resulting losses incurred by a Customer or any third parties.
- 16.1.7. We shall not be liable for a Customer’s losses resulting from such Customer’s provision of inaccurate or false information to Us or any third parties.
- 16.1.8. We shall not be liable for the consequences of any misuse or improper use of the Services by any person or party.
- 16.1.9. We shall not be liable for the consequences of our actions carried out in order to ensure compliance with the provisions of the effective laws and the requirements of the government and judiciary authorities.
- 16.1.10. We cannot guarantee the compatibility of the Services, the Software and the Equipment with a specific configuration and model of a computer or a mobile device, a specific EULS, and the accessibility of the Services for Customers from a specific region or city/town.
- 16.1.11. We shall not be liable for any losses suffered by a Customer or any third parties resulting from:
- a Customer’s breach of the effective laws, this Agreement, our instructions and policies, including but not limited to security related instructions and policies;
- any viruses and other malware in the equipment and software used by a Customer to access the Services;
- inability to communicate with a Customer using the contact details provided by this Customer.
- 16.2.1. A Customer shall be solely responsible for compliance with all the effective laws, including laws pertaining to money laundering and terrorism financing; the use of the Internet; settling accounts and payments; personal data protection; tax laws (including calculating, paying or withholding of any taxes and other mandatory payments if a Customer’s has such obligations); banking laws; and currency laws.
- 16.2.2. A Customer shall be solely responsible for all actions carried out in connection with transactions made via the use of the Software, the Equipment or the Services, as well as for any actions of a Customer’s Employees, including (but not limited to) fraudulent or unscrupulous transactions carried out by a Customer’s Employees.
- 16.2.3. A Customer shall be solely responsible for taking the necessary measures to ensure the safety of any transactions carried out by this Customer.
- 16.2.4. A Customer shall be solely responsible for taking the necessary measures to ensure the safety of its Users’ personal data.
- 16.2.5. A Customer shall be solely responsible for the provision of all data and information to the law enforcement authorities, and (if required by the effective laws) to the authorities in charge of anti-money laundering and anti-terrorism financing activities in accordance with the established procedure specified in the effective laws.
- 16.2.6. In the event of a Customer’s violation of the terms of this Agreement, such Customer agrees to compensate Us or any third parties suffering any damages for the amount of the actual damages as confirmed by the relevant documents.
- 16.2.7. Nothing in this Agreement shall exclude or limit a Customer’s liability:
- for any damage to any Equipment, any other equipment owned by Us or the Suppliers;
- for non-payment or late Payments;
- for breach of any conditions pertaining to the title or quiet enjoyment arising from Section 12 of the Sale of Goods Act 1979; and
- for fraud or fraudulent misrepresentation.
- 16.3.1. All provisions of paragraphs 16.1. and 16.2. pertaining to the Parties shall equally apply to their employees, agents, and contractors.
- 16.3.2. All provisions of paragraphs 16.1. and 16.2. pertaining to Customers and applicable to Users shall equally apply to all Users.
- 16.3.3. Nothing in this Agreement shall exclude or limit the liability of either Party that cannot be excluded or limited by law.
- 16.3.4. In any other cases not covered by this Agreement, either Party’s non-fulfillment or improper fulfillment of its obligations shall incur liability under the laws of the United Kingdom.
- caused by the negligence or intentional actions by the Parties, their authorized officers, employees, agents, and affiliated parties;
- caused by lack of materials, technical facilities, or maintenance work;
- delays caused by actions or inaction on the part of any contractors, suppliers, sub-contractors (other than those specified in paragraph 23.2.).
- 27.1.1. this User Agreement;
- 27.1.3. any other documents included as a reference or mentioned in this User Agreement;
- 27.1.4. Schedule of Rates.
1.2. Any headings in this Agreement are provided solely for ease of reference and shall not affect the structure of this Agreement.
1.3. Any references to any laws in this Agreement are given in reference to the current versions of such laws.
1.4. Unless the context of this Agreement suggests otherwise, any reference to an object in the singular shall include the plural and vice versa.
2. Subject Of Agreement
2.1. If a Customer makes Payments and fulfills all its obligations under this Agreement, We shall provide the Services, the Software and/or the Equipment to this Customer under this Agreement.
2.2. We shall commence the activities specified in paragraph 2.1. on the SCD and perform them for the duration of this Agreement’s effective term under this Agreement.
3. Services Provided And Procedure For Use Of Services
3.1. The Services provided by Us to a Customer allow this Customer to organize the OTP authentication process.
3.2. Depending on a Customer’s choice, the Services may be provided via either of the two possible methods: the Service or the Platform.
3.3. The provision of the Services via the Service allows a Customer to organize multi-factor authentication on this Customer’s resource. When using the Service, the Software required for multi-factor authentication is installed on Our equipment. A Customer can manage and monitor the authentication process via a graphical interface. We provide the modules required for the integration with our Service and a set of supported tokens.
3.4. The provision of the Services via the Platform allows a Customer, with the use of Our Software, to organize multi-factor authentication and monitor all the aspects of authentication system operation, including the user database and other sensitive information; the Software is installed on a Customer’s equipment, and the Customer is responsible for the entire infrastructure. The Platform can operate in isolated or secure networks; the Platform may be customized and set up to carry out a Customer’s tasks in accordance with the Parties’ separate agreement.
3.5. To integrate the Services with a Customer’s resource, a Customer should carry out the following activities:
3.5.1. to use the Service:
3.5.2. to use the Platform:
The list of activities to perform may vary depending on a Customer’s needs and requirements.
3.6. When using the Service, the authentication process is carried out as follows:
3.7. The minimum interface configuration required on a Customer’s end to use the Services:minimum browser requirements:
3.8. Our Customers and other parties may refer new Customers and Users to the Services on a remuneration basis. The terms of the relevant affiliate program are available on the Website and, if necessary, may also be included in a written bilateral agreement.
4. Our obligations
4.1. We shall provide the Services with reasonable skill, care, and competence.
4.2. We do not guarantee that the Services will always be available without any interruptions and/or errors. Customers acknowledge that errors may occur from time to time provided that we make every reasonable effort to ensure the availability and quality of the Services as agreed upon by the Parties.
4.3. We shall make every reasonable effort to provide the Services, taking into consideration the technical and commercial feasibility of such provision of the Services.
4.4. We may change the method used to provide the Services, making every reasonable effort to ensure that such change in the provision of the Services should have no negative impact on a Customer.
4.5. We shall make every reasonable effort to provide the Services, the Equipment and/or the Software within any periods of time and/or dates agreed upon with a Customer, but all such periods of time and dates shall be merely indicative, and, unless it is otherwise expressly stated, We shall not bear responsibility for any refusal or failure to fulfill any of our obligations by a certain date or within a certain period of time.
5. Cost of services and equipment; service plans
5.1. A Customer shall make Payments:
5.2. All Payments shall be made in accordance with the current version of the Schedule of Rates, unless it is otherwise determined by Us pertaining to a certain Customer.
5.3. A Customer may choose the Services required by setting its own service plan on this page: http://service.protectimus.com/pricing. For that purpose, a Customer should go to the page above and click the ‘Configure’ button in the ‘Custom’ service plan. Also, a Customer may choose to use any of the standard pre-defined service plans.
5.4. A Customer may change, suspend, or activate a service plan at any time, if it does not contradict any other provisions of this Agreement.
6. Invoicing and payment procedure
6.1. Unless it is otherwise specified by Us, a Customer shall make Payments via advance payments in accordance with the procedure specified on the Website.
6.2. Any remaining balance of funds available to a Customer for the purpose of making the Payment accumulated from previously made advance payments to Us, excluding the Payment made by this Customer and other charges and costs, shall be accounted for in this Customer’s Account, which is accessible to this Customer in a secure section of the Website.
6.3. We may settle accounts pertaining to any of our debt owed to a Customer (including, but not limited to any advance payments made) and any of a Customer’s debt owed to Us, and make a relevant transaction entry in this Customer’s Account. We carry out the activity described above once a day based on this Customer’s active service plan, or when this Customer deactivates its service plan.
6.4. If the Parties agree that Payments shall be made via a credit card, and such payments are not made in a timely manner, We may demand that such Customer’s credit card be debited for the entire amount of the Payment and any other payments owed to Us.
6.5. We may from time to time submit invoices to a Customer (including cases when We notify a Customer in a secure section of the Website) for the payment owed for any separate Services. A Customer shall pay the full amount of every invoice submitted by Us in accordance with this Agreement within 10 days after an invoice is submitted.
6.6. In the event of any delay in a Customer’s paying any amounts owed to Us under this Agreement, We may:
6.7. If We and a Customer agree in writing that We shall submit separate invoices for certain Services for all or some of this Customer’s Users, this Customer guarantees that every User shall make payment for Our invoices within 15 days after the date of an invoice. Such Users must notify Us of any changes pertaining to their credit cards. If Users do not make payments for such invoices in a timely manner, this Customer shall be liable and pay any remaining unpaid amounts for such invoices owed to Us.
6.8. A Customer may suspend Our provision of the Services to this Customer or its Users and, consequently, suspend payments for such Services, by clicking the ‘Deactivate’ button in the column with this Customer’s current service plan on this page: http://service.protectimus.com/pricing. Following the deactivation of the service plan, We shall charge this Customer for the amount of the Payment for the current day. Any further charges shall be suspended until this Customer chooses to activate the service plan again. When a Customer’s service plan is not active, this Customer will not be able to use the API and, consequently, this Customer will not be able to authenticate its Users using our Services.
6.9. A Customer will be notified when this Customer’s balance approaches a critically low level to prevent the termination of the Services due to insufficient funds.
6.10. On the Website, a Customer may activate the ‘Credit’ Service (in this Customer’s profile, in the Financial Settings tab). If a Customer is allowed to use credit:
7. Other customer’s obligations
7.1. A Customer shall ensure that both this Customer and all its Users (or any other persons or parties that have access to the Services) should:
7.2. A Customer acknowledges and agrees that a Customer shall notify Us and receive Our approval if a Customer intends to resell the Services or in any other way act in the capacity of a distributor of the Services.
7.3. A Customer shall provide to Us any and all information and/or assistance that may be required for the purpose of providing the Services. A Customer shall guarantee that the information provided to Us is complete, accurate and correct. We shall not be liable for any delay in the provision of the Services or non-provision of the Services resulting from a Customer’s refusal or failure to provide to Us any information and/or assistance requested. A Customer shall compensate Us for any administrative expenses and costs incurred as a result of the incompleteness or inaccuracy of any information that We received in accordance with the provisions contained in this paragraph.
7.4. A Customer shall immediately notify Us (and promptly send a written confirmation) if a Customer learns that any person or party uses the Services in an improper or unlawful way.
7.5. A Customer acknowledges and agrees that We and/or our Supplier may monitor and record any calls or other communications pertaining to our Customer Service procedures.
7.6. A Customer acknowledges and agrees that some Services are connected with the access to the Internet, and that a Customer uses the Internet at its own risk and in mandatory compliance with all the effective laws. We shall not be responsible for any third party’s information, software, services, or any other materials received by a Customer during this Customer’s use of the Internet.
7.7. A Customer shall take all the reasonable measures (including testing with the use of the current version of a commercially available antivirus software) to ensure that any software used in conjunction with the Services or in connection with the use of the Services that is provided by third parties (i.e. not by Us under this Agreement) is not infected with viruses and/or logic bombs, worms, Trojan viruses, or any other types of malware.
8. Procedures against money laundering and other violations
8.1. The Parties agree and guarantee to each other that, in connection with this Agreement and all transactions described or specified herein, they shall adhere to the provisions and requirements of all the effective anti-money laundering and anti-corruption laws and regulations of the United Kingdom.
8.2. If We should have any reasonable grounds to suspect that a Customer or its Users may not meet the requirements and/or obligations specified in paragraph 8.1. of this Agreement, We shall have the right to contact a Customer in writing, and this Customer shall work with Us in close collaboration pertaining to any relevant inquiries made by Us or any competent authorities, including providing to Us the possibility to gain access to any employees or documentation if We deem such access necessary.
8.3. A Customer’s violation of the provisions and requirements contained in this Section shall be considered as gross violations of this Agreement.
9. Customer’s affiliates
9.1. We acknowledge that a Customer may allow its Affiliates to use the Services, the Software and the Equipment provided by Us to this Customer under this Agreement.
9.2. A Customer shall ensure that its Affiliates and all its Users should be familiar with and adhere to all the terms and conditions of this Agreement.
9.3. A Customer shall be responsible to Us for any and all:
9.4. All the obligations specified in this Section shall remain in full force notwithstanding any termination of this Agreement.
10. Amendments to agreement
10.1. We reserve the right to make any amendments to this Agreement from time to time.
10.2. All amendments specified in paragraph 10.1. above shall be published on the Website at least 28 days prior to such amendments coming into force or, when amendments result from a change in the position of a Supplier or a regulative authority, such amendments shall be published on the Website at the earliest reasonably possible time in advance.
11. Suspension of services
11.1. On condition of due and timely notification, We may temporarily suspend the provision of the Services from time to time, for the duration of any maintenance work related to the Network, the Service, and/or the Platform, without any obligations to a Customer pertaining to any consequences of such temporary suspension.
11.2. We may, without notice or any obligations to a Customer, temporarily suspend the provision of the Services from time to time during any technical interruption or failure in the operation of the Network, the Service, and/or the Platform due to any extraordinary or emergency circumstances, or in accordance with the instructions of any emergency services or other government or judicial authorities, as well as for the purpose of ensuring a Customer’s or Users’ security.
11.3. We shall make every reasonable effort to resume the provision of the Services temporarily suspended in accordance with paragraph 11.2. above as soon as possible.
11.4. A Customer shall remain responsible for making all the Payments as specified in the invoices submitted in accordance with this Agreement during any period of suspension resulting from the circumstances described in paragraphs 11.1. – 11.2. above.
11.5. We may temporarily suspend or terminate the provision of the Services without notice in the following cases:
11.6. If We temporarily suspend or terminate the provision of the Services in accordance with paragraph 11.5. above, We shall resume the provision of the Services when the circumstance described in paragraph 11.5. is eliminated or remedied. A Customer shall remain responsible for making all the Payments as specified in the invoices submitted in accordance with this Agreement during any period of suspension and all reasonable expenses and costs incurred by Us during such suspension or termination.
11.7. We may temporarily suspend or terminate the provision of the Services if Our Supplier suspends or terminates the provision of its services required by Us for the purpose of providing Our Services, provided that We cannot replace such Supplier despite our reasonable efforts. We shall make every effort to notify a Customer of the circumstances described in this paragraph as soon as reasonably possible.
11.8. We may temporarily suspend or terminate the provision of any Services under this Agreement if it is required by a regulative authority or under any laws, as well as on the grounds specified in Section 23.
11.9. The relevant Party may also temporarily suspend or terminate the provision (receipt/use) of any Services under this Agreement in accordance with the procedure and in the cases specified in paragraphs 6.6.2., 6.8. and 6.10.5. of this Agreement.
12. Effective term of agreement
12.1. This Agreement shall come into force on the Agreement Date and remain in effect for the duration of the provision of the Services, and while neither Party declares the termination of this Agreement in accordance with the established procedure.
12.2. A Customer may terminate this Agreement if the following conditions are met:
12.3. We may terminate this Agreement by providing a mandatory notification to a Customer at the contact email address at least three days prior to such termination in the following cases:
12.4. If this Agreement is terminated due to either Party’s gross violation of this Agreement, the other Party may demand compensation for any damages and losses resulting from such termination.
12.5. The Parties’ financial obligations and the obligations determining the Parties’ liability in the event of violating the Agreement shall remain in effect until the complete fulfillment of such obligations.
12.6. Immediately following the termination of this Agreement:
13. Equipment and warranty terms
13.1. By default, the ownership rights pertaining to the Equipment and any additional accessories to the Equipment shall not be transferred to a Customer and remain Our ownership rights or Our Supplier’s ownership rights.
13.2. Without prejudice to the previous paragraph above, the ownership rights pertaining to the Equipment and any additional accessories to the Equipment may be transferred to a Customer, if it is expressly stated in this Agreement or other bilateral documents.
13.3. A Customer shall:
13.4. Certain elements of the Services depend on the Customer that uses the Equipment. If a Customer uses the Equipment incorrectly or improperly:
13.5. We grant a Customer a non-exclusive and non-transferable license to use any Software in the code form, as well as the Equipment, exclusively in connection with the proper use of the Services, and a non-exclusive and non-transferable license to use, copy and reproduce (in the amounts necessary to use the Services) any information or materials given by Us to a Customer in accordance with this Agreement; a Customer shall not copy, modify, adapt, translate, reprogram, decompile, license, or resell the Software, the Equipment, any information or materials or parts thereof provided to this
13.6. The licenses specified in paragraph 13.5. above shall be valid for the duration of this Agreement’s effective term, unless otherwise agreed upon between Us and a Customer, and shall be terminated when this Agreement is terminated.
13.7. We guarantee that for a period of 12 (Twelve) months from the date of the transfer of the Equipment to a Customer (hereinafter – the Warranty Period) all the components of the Equipment shall be free from defects under normal use and maintenance service.
13.8. If the equipment fails under normal use and maintenance service during the warranty period due to a defect, Our only obligation shall be to repair or replace such Equipment at our discretion. After such repair or replacement, the warranty period shall expire at the end of the originally designated period of time. All products and components replaced by Us shall become Our property, unless otherwise additionally agreed upon between Us and a Customer.
13.9. The Equipment under warranty specified in paragraph 13.8. above shall be subject to Our inspection to determine that a defect exists and is not excluded under the terms of Our warranty, because otherwise a Customer shall cover all the expenses and costs involved in transporting and repairing the Equipment.
13.10. Our warranty shall not apply if:
13.11. Our warranty shall not apply to:
14. Intellectual property
14.1. The ownership rights and all intellectual property rights pertaining to the Software, the Equipment, and all related documents have been and remain the absolute property of their respective holders of rights.
14.2. The holders of rights specified in paragraph 14.1. above may take any actions pertaining to a Customer’s use of the abovementioned Software, Equipment, and all related documents directly against a Customer.
14.3. Unless otherwise stated in this Agreement, all intellectual property consisting in the Services provided by Us belongs to Us or Our licensors. We may use the know-how acquired, the principles learned or developed, or the experience gained during the provision of any of the Services to provide similar Services to third parties.
14.4. All information or materials exchanged between the Parties in connection with this Agreement, together with the copyrights pertaining to them, remain the property of Us, Our Suppliers or Customers respectively, and must be returned to the respective owner, on such owner’s request, upon the termination of this Agreement.
14.5. If the Customer is subject to any claim by a third party pertaining to any alleged infringement on any intellectual property rights resulting from this Customer’s normal use of the Equipment, the Software, any information or materials provided by Us, this Customer shall:
14.6. The procedure specified in paragraph 14.5. above shall not apply when claims are caused by a Customer’s violation of this Agreement or misuse of the Equipment, the Software, any information or materials (including their use in conjunction with any other equipment, software, or services supplied by third parties): in this case, a Customer shall reimburse Us for any costs and losses arising from such lawsuits and claims, and any expenses arising from such violations.
14.7. A Customer shall not have the right and agrees:
14.8. A Customer acknowledges and agrees that the Services may depend on the End User’s Licensed Software (EULS), and if a Customer does not accept the terms of the EULS license, We shall not be liable for any failure to provide the Services to this Customer when the Services depend on the use of EULS.
14.9. A Customer shall accept and fulfill all the terms and conditions of the license as prescribed from time to time by any third party provider of any software or materials under an agreement between Us and the relevant third party.
15.1. Neither Party shall disclose the Confidential Information to any third party, except those of its contractors, suppliers and agents that need to have this data to execute and/or fulfill obligations under this Agreement and that agree to be bound by the provisions of this paragraph 15.1.;
15.2. The obligation to maintain confidentiality set forth in paragraph 15.1. above shall not apply to any material or information that is:
15.3. The obligation to maintain confidentiality set forth in paragraph 15.1. above shall be valid for a period of time starting on the SCD and ending three years after the termination of this Agreement.
16.1. Our Liability
16.2. A Customer’s Liability
16.3. Other Provisions
17. Assignment of rights
17.1. A Customer may not assign its rights under this Agreement to any third party, except with Our prior written consent.
17.2. We may, without a Customer’s consent, assign our rights under this Agreement to any third party; in this case, We shall remain liable for such third party’s acts and omissions under this Agreement.
18. Entire agreement
18.1. This Agreement constitutes the complete and entire set of provisions agreed upon by the Parties and supersedes all prior negotiations, proposals, approvals, and agreements, whether written or oral, pertaining to the subject of this Agreement.
18.2. Each Party acknowledges and agrees that, by entering into this Agreement, it does not rely on any statement, representation, warranty, or opinion (intentionally or unintentionally expressed) by any person or party (regardless of whether or not such person or party is a Party to this Agreement) other than those expressly set forth in this Agreement. Nothing in this paragraph shall, however, limit or exclude any liability for fraudulent misrepresentation of the provisions of this Agreement.
If any provision of this Agreement should become invalid, illegal or unenforceable, it shall not change or in any way affect the validity or enforceability of the remaining provisions. Under such circumstances, the Parties shall negotiate to agree on the terms of mutually satisfactory replacement of the provision which becomes invalid, illegal or unenforceable.
20. Waiver of rights
Either Party’s not exercising or delay in exercising any right or power under this Agreement shall not be deemed as a waiver of such right or power, nor shall any single or partial exercise of such right or power by either Party prohibit the exercise of this or any other similar right or power at any later time in the future.
21. Data protection
21.1. We carry out our activities in accordance with the current version of the Data Protection Act 1998 (DPA).
21.3. A Customer agrees that this Customer’s data or its User’s data may be used and disclosed by Us for the purpose of this Agreement and for marketing purposes, including informing a Customer and its Users from time to time about the Services or technologies related to the Services.
21.4. If a Customer or a User does not wish for their data to be used in this manner for direct marketing purposes, such Customer or User shall apply to Us with a written request.
21.5. A Customer warrants that its Users have agreed to the use of their data in accordance with paragraph 21.3.
22.1. Our goal shall be to solve any problem to a Customer’s satisfaction, and our Customer Service specialists shall make every effort to do it as quickly as possible, preferably in the course of exchanging written communications or a phone call. If the above proves impossible for Us, We shall agree with a Customer on any additional actions required to satisfy a Customer’s needs and requirements.
22.2. We shall make every effort to respond to written communications within 2 hours, and if We cannot resolve a Customer’s complaint when a Customer calls Us, We shall respond to this Customer within 2 business days.
22.3. We shall make every effort to resolve a Customer’s complaint as soon as it is submitted, but in any case, We shall respond and make every effort to keep a Customer regularly informed about the progress of this Customer’s complaint.
22.4. If one of Our employees cannot resolve a Customer’s complaint, We shall submit it to be reviewed and resolved at a higher administrative level.
22.5. The procedures and mechanisms described in this Section allow Us to resolve most complaints; in the remaining cases, We shall explain our final decision by sending a Customer a conclusion letter stating that there is nothing further that We can do to resolve a complaint.
23. Force majeure
23.1. The Parties shall not be liable for any failure to perform or improper performance of their obligations under this Agreement, if such violations occur as a result of force majeure.
23.2. Force majeure shall include the following events: floods, fires, earthquakes, strikes of lightning, extremely severe weather, epidemics, and other natural phenomena of extraordinary character, as well as wars, military actions, or actions by government bodies, the state of emergency in a country (city or region), riots, civil unrest, explosions, lockouts, strikes, actions by telecommunications operators, software or hardware failures or malfunction, interruptions in the networks provided to Us by any third parties, and any other circumstances beyond the reasonable control of a relevant party. The occurrence of such circumstances and their duration must be confirmed by a competent authority. Commonly known events do not require confirmation of their occurrence.
23.3. Force majeure shall not include any circumstances that are:
23.4. In the event of any force majeure circumstances, a Customer shall notify Us on the same day by phone and via email followed by a written confirmation within two business days, with documents confirming the force majeure enclosed with such confirmation.
23.5. In the event of any force majeure circumstances, We shall inform a Customer of their occurrence no later than the day following their commencement via the available means of communication (including email).
23.6. The notification shall include the information on the nature of the force majeure circumstances, and, if possible, the assessment of their impact on the ability to fulfill obligations. For Us, such notification shall be the basis for suspending the provision of the Services until the cessation of the force majeure circumstances.
23.7. Upon the cessation of the force majeure circumstances, a Customer shall notify Us (and We shall notify a Customer) in writing on the same day, stating a period of time within which a Customer will resume the use of the Services (and We will resume the provision of the Services).
23.8. If the duration of such circumstances lasts more than 30 (Thirty) days, either Party may terminate this Agreement by sending to the other Party a written notice 15 (Fifteen) calendar days prior to the upcoming termination date.
23.9. The suspension (termination) of the use of the Services in cases of force majeure shall not relieve the Customer of the responsibility to fulfill its obligations arising prior to the occurrence of such force majeure circumstances.
24. Relations between parties
Nothing in this Agreement shall create a relationship of partnership or joint venture between the Parties; nothing in this Agreement shall be interpreted in such a way that one Party may be considered to be a distributor, a dealer, or an agent of the other Party.
25. Notifications and communications
25.1. All communications exchanged between the Parties pertaining to this Agreement shall be executed by the Parties as written documents signed by the authorized representative or the general manager of the sender’s organization and bearing its seal that is sent by registered mail or courier service to the postal address provided as the other Party’s contact details or via an electronic communication using email services. Other methods of notification, unless otherwise specified in this Agreement pertaining to a particular situation, shall not be deemed as due and proper notice to the other Party under this Agreement.
25.2. The Services are electronic and based on the use of the Internet.
25.3. It is strongly recommended that a Customer should use the electronic means of communication for the purpose of communicating with the representatives of our Customer Service (technical support).
25.4. A Customer agrees that a Customer’s acceptance of this Agreement and that the provision to a Customer of all information of any category whatsoever pertaining to this Agreement may be carried out by electronic means.
25.5. A Customer shall print out a hard copy of this Agreement and any electronically transmitted information significant for this Customer and, if necessary, keep such copy for its records.
25.6. The Parties acknowledge that, in connection with the provision and use of the Services, an electronic document signed by the electronic signature of a certain person shall be legally equivalent to a hard copy of this document duly signed by this person (and if necessary certified by a seal).
26. Technical support
26.1. Technical support shall be provided in the following mode: 5/8.
Contact details of the technical support center:
26.2. An automated support service receives all requests and assigns a unique number to each request; after that, Our technical support specialists review each request and promptly contact the persons or parties submitting these requests.
26.3. When contacting the technical support service, the following information should be provided: Company name, superuser email
26.4. The standard technical support service provides a guaranteed response through an automated technical support service (via email and through the Service or the Platform) within 8 hours/1 business day (usually no more than 2 hours). A Customer may purchase an extended technical support service package.
27. List and priority of documents forming this agreement
27.1. This Agreement consists of the complete and entire set of the following documents:
27.2. In the event of any discrepancy or conflict between the provisions of the documents constituting this Agreement, their priority shall be determined based on the order of priority specified in paragraph 27.1. (in the order of decreasing priority), unless explicitly stated otherwise.
28. No third party rights
Unless otherwise expressly stated in this Agreement, a person or party that is not a Party to this Agreement (which also applies to a Customer’s Affiliates) shall have no right, under the Contracts (Rights of Third Parties) Act 1999, to require that any provision of this Agreement should be performed or fulfilled.
29. Accessibility of services
We shall make every reasonable effort to ensure that the Services are accessible to senior citizens and persons with disabilities.
30. Applicable law, resolution of disputes, and jurisdiction
30.1. This Agreement and any disputes arising from it shall be governed by and construed in accordance with the laws of England and Wales. The parties shall submit to the exclusive jurisdiction of the courts of England and Wales.
30.2. In the event of any conflict, dispute or controversy between the Parties under this Agreement concerning the interpretation of the provisions of this Agreement or breach or termination of this Agreement or concerning the definition of the Parties’ rights and obligations under this Agreement, either Party may notify the other Party in writing of the existence of such a conflict, dispute or controversy, having determined its nature and questions for discussion.
30.3. If the Parties fail to come to an amicable solution within 30 (Thirty) days after the receipt of such notice, either Party may apply for a final decision pertaining to such a conflict, dispute or controversy through arbitration proceedings, in accordance with the regulations of the International Chamber of Commerce (ICC) in effect on the day of the conclusion of this Agreement.
30.4. The arbitration proceedings shall be conducted in London, the United Kingdom, in the English language by a Tribunal consisting of three (3) arbitrators appointed in accordance with the regulations of the International Chamber of Commerce.
30.5. The arbitrators’ decisions shall be based on the Parties’ rights and obligations as set forth in this Agreement and be binding to both Parties.
30.6. Despite the fact that the Agreement may be translated into a language other than the English language for the sake of the Parties’ convenience or any other reason, any dispute or controversy in connection with this Agreement shall be resolved solely on the basis of the English version of this Agreement.
Changes to this document
If we decide to change this document, we will post those changes on this page, and/or update the date of modification below.
Document was last modified on 13th March 2014www.protectimus.com/terms-of-use