ASSURE TECHNICAL LIMITED WEBSITE TERMS AND CONDITIONS
LAST UPDATED ON 24th MAY 2021
- APPLICATION AND PRELIMINARY
1.1 These Terms are to be read in conjunction with the service information and conditions detailed on the relevant pages on the Website, where the Service is being availed via the Website only (“Website Service”).
1.2 In the case of the Service being availed via an individual service contract through the acceptance of a Quotation, the terms specific to the Service are detailed in Schedule 1 (collectively the “Quotation Contracts”).
1.3 Website Service and Quotation Contracts are together, defined as ‘the Contract’ between Assure Technical Limited (“Assure Technical”) and you the Customer (‘you’ or ‘the Customer’).
1.4 General service terms shall apply to all Customers. Quotation Contracts may also be required in case of certain services not explicitly described in Schedule 1.
1.5 This document is an electronic record. This electronic record is computer system generated and does not require a physical or electronic signature.
1.7 All data usage, internet, telephony, hardware, software, maintenance and such associated charges connected with the Customer accessing the Website or the Services, shall be wholly to your account and shall not be borne in any way, shape or form by Assure Technical.
1.8 Where the Customer accesses Service that is provided against payment of a fee, the Customer agrees that the Customer will be responsible for all such payments as well as any associated taxes. Where the Customer chooses to pay such fee through a credit card, bank transfer or other similar methodology, the Customer warrants that they are authorised to use such payment services and that the Customer will indemnify and hold harmless Assure Technical against any unauthorised use of such services.
2 INTERPRETATION & DEFINITIONS
In these Terms and Conditions, unless otherwise stated, all terms with capitalised letters have the meanings given to them in the Quotation.
‘Services’ means the services to be provided by Assure Technical as set out on the Website
‘Website’ means www.assuretecnical.com
‘Customer ‘ means the person or body identified as such in the Quotation or making a Purchase(s) via the Website
‘Quotation’ means an individual service contract that is provided in case of certain specified services
‘Acceptance’ means the Customer’s acceptance of the Quotation
‘Laws’ means the applicable law in force in England and Wales.
The singular shall include the plural and one gender shall include all genders.
References to any statute or statutory provision shall be to that statute or statutory provision as amended or restated from time to time.
3.1 This Contract serves as a master agreement and applies to the Customer’s purchases of products/services via Assure Technical in accordance with the quotation given by Assure Technical (“Quotation”) to the Customer (“Quoted Services”) or via one of the standard ‘ready-to-buy’ online packages sold directly via the Website (collectively “Purchases”). Assure Technical will provide all Services to the Customer via the Website, unless agreed to otherwise.
3.2 The Services shall comply in all material respects with the services/specification set out in or referred to on the Website or communicated by way of the Quotation, as applicable. The Quotation shall be deemed to be a part of this Contract and is hereby incorporated via reference, where applicable. In case of a conflict between the terms described on the Website and this Contract, the terms of the latter shall prevail.
3.3 Certain Purchases may require the execution of additional documentation – such as order forms or other materials, which contain terms relating to this Contract – where such documentation is required, Assure Technical shall notify the Customer of this and each of which shall be executed by the Parties.
3.4 In cases of Quoted Services, the Customer shall be provided with a period of 90 (ninety) days within which to accept the offer recorded in the Quotation (“Acceptance Period”). Upon expiry of the Acceptance Period the offer shall be deemed to have been rejected by the Customer. After the expiry of the Acceptance Period, the Customer shall be required to obtain fresh quotations from Assure Technical.
3.5 Any additional services not otherwise described herein or in the Quotation – such as audit services, remote audits etc – and provided by Assure Technical in connection with this Contract shall be provided pursuant to written, fully executed and mutually agreeable terms, covering without limitation – pricing, payment terms, schedule and responsibilities for such work. Any and all additional services or products may carry additional charges, documentation and agreement between the Parties.
3.6 Assure Technical may sub-contract the provision of the Services or any part thereof without the need of procuring prior consent or approval from the Customer.
3.7 The Services are provided (and any reports or other materials or products created by Assure Technical as a consequence) for the benefit of the Customer only, and not for the benefit of third-parties, and the Customer may rely on them only to the extent and for the purposes specified and not for any other purpose.
3.8 Certain Services may require compliance with additional third-party terms and conditions, including but not limited to the terms for services provided by IASME (https://iasme.co.uk/assessment-terms-and-conditions/), the Customer agrees to abide by all such additional terms where applicable. Further, the Customer undertakes to indemnify and hold harmless Assure Technical against any claims or damages arising as a consequence of any breach of third-party terms by the Customer, this includes reasonable attorney fees.
4 FEES & EXPENSES
4.1 The Customer shall pay Assure Technical, the relevant fees as described on the Website or by way of the quotation (“Fee”). The Fee shall be payable directly via the payment mechanism on the Website – or as otherwise required by Assure Technical – and shall be payable to Assure Technical: (a) in full within 28 (twenty eight) days of the acceptance of any Quotation in case of Quoted Services; and (b) in advance for any ‘ready-to-buy’ service packages purchased directly from the Website. The Fee as listed on the Website is only valid for small and medium enterprises, where ‘small and medium enterprise’ is defined as an entity that collectively employs or has employed no more than 250 (two hundred and fifty) total employees in the past 12 (twelve) months. We ask that larger corporations reach out to our team for a customised fee quote at email@example.com.
4.2 The Fee shall be net of applicable taxes. The Customer is liable to pay VAT applicable on the Fee at the relevant rate (currently 20%). A VAT invoice shall be issued to the Customer in this regard.
4.3 Where the Customer is liable, by applicable law, to deduct tax at source or withhold tax prior to making payments to Assure Technical, the Customer shall provide Assure Technical with necessary documentation evidencing the deposit of such withheld amounts with the relevant government agency.
4.4 If Customer is entitled to an exemption from any applicable taxes, Customer is responsible for presenting Assure Technical with a valid exemption certificate (in such form mandated by Law).
4.5 Unless otherwise agreed to, Customer agrees to pay or reimburse Assure Technical for all actual, necessary, and reasonable expenses incurred by Assure Technical in performance of its obligations herein, which are capable of verification by receipt (“Expenses”). Any expected Expenses will be collected upfront along with the Fees by Assure Technical.
5 ASSURE TECHNICAL WARRANTIES
5.1 Assure Technical warrants that it shall provide the Services using reasonable care and skill and that the Services shall be performed by competent personnel (including employees and sub-contractors) possessing the appropriate skills, training, accreditation and experience for the tasks assigned to them.
5.2 This warranty does not cover any issues that may arise from third-party software, viruses or malware.
5.3 ASSURE TECHNICAL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, CONTRACTUAL OR STATUTORY – TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.
6 CUSTOMER OBLIGATIONS
6.1 The Customer:-
a) shall pay the Fees and Expenses together with any VAT in accordance with those quoted on the Website or recorded in the Quotation;
b) shall indemnify and keep indemnified Assure Technical against all liability in respect of any injury to or the death of any person, damage to any property (moveable or immoveable) caused by the Customer, its servants or agents and every other liability arising directly or indirectly out of a breach by the Customer’s representations, warranties or undertakings set out in this Contract arising from the acts or omissions of the Customer or the Customer’s servants, agents, contractors or representatives and against all proceedings, costs, claims, demands of whatever nature in respect of any such liability.
c) shall observe any security and/or health and safety laws which Assure Technical makes known to the Customer from time to time in connection with the provision of the Services;
d) shall obtain at the Customer’s own expense any necessary consents, permissions, or licences other than those for which Assure Technical shall be responsible as set out in the Special Conditions, if any;
e) shall ensure the necessary facilities and equipment are provided and maintained during the period identified for the provision of the Services;
f) shall provide Assure Technical with the prescribed emergency procedures for the location at which the Services are provided;
g) shall provide Assure Technical with network and machine access, including but not limited to devices, IP access, emails and communication etc, which may be required by Assure Technical for the purposes of providing the Services;
h) shall not hold Assure Technical liable for the spread of any infectious diseases when premises are physically visited for the purpose of the provision of Services, including but not limited to the spread of Covid-19. Further, that the Customer shall take all measures according to local best practices, medical advice and local regulations to minimise the chances of such infection;
represents that it shall be wholly responsible for: (i) selection of the Service for the purpose for which the Customer intends to use it; (ii) any damage caused as a consequence of using the Service, whether correctly or incorrectly; (iii) all liability towards data protection, unless such failure to protect data can be directly and expressly attributed to Assure Technical; and (iv) Any other liability or claims arising as a consequence of the use of the Service by the Customer, except claims of intellectual property violation in respect of the Service and underlying intellectual property itself. Further, the Customer agrees to indemnify and hold harmless the Service Provider against any and all claims arising directly or indirectly from each of the above, including reasonable costs, losses, damages including attorneys’ fee etc.
i) shall not use any automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website, or in any way reproduce or circumvent the navigational structure or presentation of the Website, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website.
j) shall not attempt to gain unauthorized access to any portion or feature of the Website, or any other systems or networks connected to the Website or to any server, computer, network, or to any of the services offered on or through the Website, by hacking, password “mining” or any other illegitimate means.
k) shall not probe, scan or test the vulnerability of the Website or any network connected to the Website nor breach the security or authentication measures on the Website or any network connected to the Website. Customer may not reverse look-up, trace or seek to trace any information on any other user of or visitor to Website, or any other customer, including any account on the Website not owned by Customer, to its source, or exploit the Website or any service or information made available or offered by or through the Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than Customer’s own information, as provided for by the Website.
l) shall not hold Assure Technical liable for any data, security or technical breach that may result in damage or loss to the Customer, whether occurring prior, during or after the completion of the Service(s).
m) shall not misuse or otherwise violate the intellectual property rights of Assure Technical or any third-party user of the Website. Further, Customer also agrees not to take any action that has a negative impact on the infrastructure and operation of the Website.
7.1 The Customer shall have in place and maintain in relation to the location at which the Services are provided full public liability insurance with a reputable insurer and shall, on demand, provide a copy of the certificate of insurance to Assure Technical.
7.2 Customers who obtain Cyber Essentials certification from Assure Technical, in certain circumstances and upon meeting specific eligibility criteria, may become eligible for cyber liability insurance facilitated by IASME. More details regarding the nature of the insurance and the associated eligibility criteria can be found here – https://iasme.co.uk/cyber-essentials/cyber-liability-insurance/.
8. DATA PROTECTION
Each Party shall comply with the Data Protection Act, 2018 and all related UK legislation (the “Act”), to the extent that the Act applies to such party in respect of all personal data (as defined under the Act).
9 MARKETING AND PRIVACY
9.1 The Customer agrees that Assure Technical may send to the Customer, by post, email, telephone, or SMS, marketing and promotional material relating to Assure Technical’s services from time to time.
9.2 The Customer may request that Assure Technical’s marketing and promotional materials are discontinued by emailing firstname.lastname@example.org. Following receipt of such email, Assure Technical will remove the Customer’s details for marketing purposes within 30 (thirty) days.
10.1 “Confidential Information” means any non-public information shared during the provision of Services, whether designated confidential or not, by either Party. Confidential Information is the sole property of the disclosing Party, and in certain cases, as mandated by law, the respective owners and shall not be disclosed by the receiving party to any third-parties without the prior approval of the disclosing party.
10.2 Neither Party will, during and after the term of this Contract, disclose the Confidential Information to any third party or use the Confidential Information for any purpose other than the provision and receipt of the Services. Both Parties will take all reasonable precautions to prevent any unauthorized disclosure of the Confidential Information.
10.3 Any disclosure of Confidential Information under orders of a court of competent jurisdiction or of information already in the public domain shall not constitute an unauthorized disclosure under this Contract.
11 LIMITATION OF LIABILITY
11.1 Nothing in this Contract shall limit or exclude the liability of either party for death or personal injury caused by its negligence or the negligence of its employees, agents or sub-contractors (as applicable); fraud or fraudulent misrepresentation and wilful deceit or any matter for which it would be unlawful to exclude or limit liability.
11.2 Subject to clause 11.1:
- Neither party shall be liable to the other under any circumstances whatever, whether in contract, tort (including negligence) equity (including restitution) breach of statutory duty or otherwise, for:
- Any loss of profit, loss of revenue, loss of use, loss of goodwill, loss of data, loss due to interruption of business, loss of anticipated savings, whether direct or indirect and even if the party has been advised of the possibility of such loss or damages;
- Any loss that is an indirect consequence of any act or omission of the other party; or
- Any ex gratia payment or sum paid in settlement of a claim paid by one party without the prior written approval of the other.
11.3 Assure Technical does not make any warranty regarding the truthfulness or veracity of the material on the Website. Assure Technical expressly disclaims that the views expressed by users on the Website are their own and Assure Technical does not endorse the same merely because they are posted on the Website. Further, Assure Technical shall in not be liable for any false, libellous or mala fide views expressed in by users on the Website. In the case of such content that is malicious, false, inflammatory, libellous or in violation of third-party intellectual property rights or is in any other manner in violation of Assure Technical’s policies, affected parties are advised to contact our customer service team at [ ] with the details of such violation to enable us to take appropriate action.
11.4 Assure Technical is further not responsible for:
- any incorrect or inaccurate content posted on the Website.
- any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any content on the Website.
- any problems or technical malfunction of any hardware and software due to technical problems on the internet or at the Website or combination thereof, including any injury or damage to users or to any person’s computer related to or resulting from participation or downloading materials from the Website.
- any loss or damage, including personal injury or death, resulting from use of the Website or from any content posted on the Website.
11.5 The Website and Service are provided on an “As-Is” basis. We expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that: (a) the Website and Service will meet the Customer’s requirements; (b) the Website will be available on an uninterrupted, timely, secure, or error-free basis; or (c) the results that may be obtained from the use of the Website will be accurate or reliable.
11.6 Under no circumstances shall Assure Technical be liable for any indirect, incidental, ancillary, consequential or such similar damages whatsoever – including loss of profits, business interruption, loss of business information etc. – and Assure Technical shall not, under any circumstances, whether caused by negligence or not, be liable for such losses, expenses, damages etc., to an amount in excess of the Fee received under this Contract.
If Assure Technical is prevented from fulfilling its obligations under the Contract by circumstances outside its reasonable control (including without prejudice to the generality of the foregoing, labour disputes) Assured Technical shall be entitled if practicable to provide substitute alternatives but is otherwise relieved of its obligations to provide the Services.
13 TITLE TO GOODS
Title in any goods supplied by Assure Technical to the Customer shall remain with Assure Technical until such time as Assure Technical has received payment in full of all Fees and Expenses from the Customer.
14 DISPUTE RESOLUTION
In the event of any dispute arising under or in relation to this Contract the parties hereby agree to refer the matter to an independent mediator who is a member of the Chartered Institute of Arbitrators. Failing which the dispute shall be resolved by way of arbitration under via the LCIA arbitration rules. The place of arbitration shall be London and proceedings shall be conducted in English.
15.1 Assure Technical may terminate this Contract with immediate effect by giving written notice if the Customer is in material breach of any of its obligations under the Contract and has failed to remedy that breach (if capable of remedy) 7days after being required by Assure Technical to do so.
15.2 Subject to the Customer’s obligations to pay the Fees and Expenses, either party may terminate this Contract upon giving the other 14 (fourteen) days notice in writing.
15.3 Either Party may also terminate this Contract for prolonged Force Majeure, where such Force Majeure directly affects the performance of this Contract. Such Force Majeure should have subsisted for a cumulative period of 30 (thirty) days or a consecutive period of 14 (fourteen) days. The Party seeking this remedy shall notify the other of the beginning of the Force Majeure event and if such event has not resolved by the end of the period specified in the notice, the Contract shall terminate automatically at the end of such period.
15.4 All obligations relating to payments and other matters that were outstanding on or before the date of termination shall remain outstanding after termination.
16.1 This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements, licenses and understandings between the parties in this regard whether oral or written, whether express or implied save that nothing in this Contract shall operate to exclude either party’s liability to the other for fraudulent misrepresentation.
16.2 Nothing in this Contract shall establish or imply a partnership or joint venture between the parties or shall constitute either party as the agent of the other or allow either party to hold itself out as acting on behalf of the other.
16.3 If there is any conflict between the provisions of this Contract and those of the Quotation then the provisions of the Quotation shall prevail.
16.4 The Customer’s rights and remedies under this Contract are in addition to any rights the Customer might have under the Sale of Goods and Services Act 1982.
16.5 This Contract may not be varied except by an instrument in writing signed by the duly authorised representatives of the parties;
16.6 The Customer shall not assign or sub-contract any of its rights or obligations under this Contract without the prior written consent of Assure Technical.
16.7 In the event of any clause or provision of this Contract being held void or ineffective by operation of law, such provision shall be deemed to have been severed from the Contract and the remaining Contract shall continue in full force and effect.
16.8 The failure of either party to this Contract to insist upon the strict performance of any provision of this Contract or to exercise any right or remedy consequent upon the breach of any such provision shall not constitute a waiver of any such breach or any subsequent breach of such provision;
16.9 A person who is not a party to this Contract shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract;
In the event that the Customer cancels or purports to cancel the Services then unless otherwise agreed in writing this Contract shall terminate and the Customer shall be liable to pay the Fees, Expenses and any other charges as identified and on the basis set out in the Quotation.
18 LATE PAYMENT
The Customer shall be liable to pay interest at the rate of 4% above the base rate of HSBC Bank from time to time on all late Fees and Expenses.
19 LAW AND JURISDICTION
This Contract shall be governed by and construed in accordance with the laws of England and Wales and both parties submit to the exclusive jurisdiction of the Courts of England and Wales.
QUOTATION SPECIAL TERMS
- CYBER ESSENTIALS PLUS
As part of the Cyber Essentials Plus audit process Assure Technical will carry out an assessment of your organisation to the ‘Cyber Essentials Plus’ standard.
The test involves the following:
1. A vulnerability scan of the organisation’s external (public) facing IPs;
2. A vulnerability scan of a representative sample of the organisation’s network using National Cyber Security Centre (NCSC) approved software such as Tenable IO (www.tenable.com);
3. A check of the anti-malware solution installed on workstation devices;
4. Benign payload testing delivered by email; and
5. Benign payload testing delivered by website.
Your acceptance of the Quotation coveys your agreement to the following additional terms:
a. The subject organisation will provide all external IPs within the scope of the assessment.
b. The vulnerability scanning agents can be installed on a representative sample of the organisation’s devices.
c. Emails containing benign files designed to test anti-malware controls will be sent to an email address belonging to the organisation.
d. It is understood that the organisation is responsible for all software installations and that they should only take place following the organisation’s guidelines and policies.
SFR 027 v2.0