Terms of Use

These Terms and Conditions, and any documents referred to below, set out the terms and conditions on which you are permitted to use InsurTechnix (we, our and us) Software and Websites. By using our Software and Websites, you agree to be bound by, and to comply with, these Terms.
Please read these Terms carefully.

If for any reason whatsoever you do not agree to these Terms or do not wish to be bound by them, you must not access or use our Software and/or Sites.

Definitions

Company: InsurTechnix Limited, company number 11077845 registered address at Bulbeck Mill Cottage, 11 Mill Lane, Barrington, CB22 7QY;
Customer (you): any registered user with an InsurTechnix account or deployed InsurTechnix Software, regardless of whether or not fees have been paid.
InsurTechnix Software: a lightweight sensor developed by InsurTechnix that is downloaded onto a device either as a standalone deployment or on devices within a corporate network. The Software monitors the value-at-risk of sensitive data and the cyber security posture of devices.
Invoice: a statement we issue of money owned by you for Licence Fees, the terms of payment, the period for which the Software is licensed to you; and the scope of the Licence.
Licence Fees: the fees specified for a Software license.
Licence Period: the duration of the Licence.
Privacy Policy: the privacy policy which governs our use of your personal information and includes our cookies policy, as amended from time to time available on InsurTechnix.
Systems: any technology or computer infrastructure, software and hardware; and
Websites or Sites: the website at InsurTechnix, Cyban or any sub-domains.

Scope of these terms

The use of the Software and the Sites and all its parts is subject to the acceptance of these Terms and Privacy Policy.
The agreement identified by these terms constitutes the entire agreement under which the Company’s Software and Sites may be used. Any prior communication, warranty or statement shall not apply to the contract between us.

Headings have been inserted for convenience and may not be used to interpret the content of this agreement.

By using our Sites or Software as representative of a corporate entity, you warrant that you are entitled to do so.

Where you are a corporate entity, this agreement will bind you, your affiliates and your and your affiliates’ employees, agents, members, contractors and consultants acting on your or your affiliates’ behalf.

You must ensure that any persons who access our Sites or Software are aware of these Terms and all other documentation referred to in them, and that such persons also agree to be bound by and to comply with these Terms. If for any reason whatsoever, such persons do not agree to these Terms or do not wish to be bound by them, they must not access or use our Software or Sites.

These Terms shall only be applicable between the Company and you and are not intended to benefit or confer any other right with regards to third parties.

The Company may, at any time and on its discretion by notice amend these terms and its privacy policy. You agree that it is your responsibility to regularly check the Sites for notice of any such changes to these documents.
Any disputes shall be subject to the version of these terms and conditions in effect at the date at which the dispute was first brought to the Company’s attention in writing.

The effective date for these Terms and or other documents is set out at the bottom of that document.

Technical Support

Unless agreed otherwise, we provide the following technical support for issues that you report. Target response times are shown below and you will cooperate with us to resolve issues in a timely manner although we do not guarantee either the response time or the resolution time.

Technical Support is provided on the basis of the response times below unless agreed otherwise.

Severity 1 (Site Down) – production system is down, 1 business day
Severity 2 (Critical) – Disruption to business process, 1 business day
Severity 3 (Normal – Default) – Ability to use operate is affected, 2 business days
Severity 4 (Low) – Feature and information requests, 5 business days

Business hours 0900 and 1700 UK time on UK business days excluding public holidays. Technical Support is accessed available via online systems only.

Changes we may make to these Terms and other documents

We reserve the right to update these Terms and other documents. In particular, we may update documentation to ensure that it remains compliant with any and all current and future applicable laws, regulations and official guidance.

If required by law, we will provide you with notice of any changes in these Terms or the other documents by posting a notice on the Sites and/or by posting an updated version of these Terms or other documents on our Sites with a new effective date.

By continuing to access our Sites or Software after we have updated our Terms and/or other documents, you agree to be bound by that updated version. You must check these Terms and all other documentation referred to in them each time you access our Sites or Software in order to ensure that you are aware of the terms that apply to you at that time.

Availability of our Software and Sites

  1. Unless agreed otherwise in writing, we make no representations and provide no warranties that:
    our Software and Sites will be made available at any specific time or from any specific geographical location; or
  2. your access to the Software and Sites will be continuous or uninterrupted.

We reserve the right to suspend access to all or part of the Software or Sites for any reason, including for business or operational reasons.

Software Licence

Our Software is licenced for use by you. It is owned by us.
You do not acquire any Intellectual Property Rights to the Software under this agreement.

The Software licence will be granted to you conditional on payment of the Licence Fees and is a nonexclusive, non-transferable, revocable, limited, right to use the Software in accordance with these Terms together with any Invoices during the Licence Period.

The Licence will commence on download of the Software and terminate in accordance with these Terms.

During the duration of the Licence, you agree:

  1. not to copy the Software or any part of it except where such copying is necessary for the ordinary use of the Software and where this is the case; to keep all copies of the Software secure;
  2. not to rent, resell, lease, sub-license, transfer, loan or permit the use of the Software by any third party or person, or in any other way part with the Software in whole or part;
  3. not to translate, merge, adapt, vary, or otherwise make alterations to the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other software or to create derivative works from the Software;
  4. save to the extent that it is permissible to do so under applicable law, not to disassemble, reverse engineer or decompile the Software for any purpose;
  5. to supervise and control use of the Software in accordance with these Terms;
  6. not to circumvent, remove or disable any copyright notices or protection mechanisms included with the Software; and
    not to use the Software or any information about the Software to produce the same or similar functionality as the Software.

Your account details

If we provide you with account information such as a user name, identification number, account code and/or password, you must keep such information confidential and secret and not disclose it to anyone.

All account information is provided for use of the named account holder only, and not for any other person. You are responsible for any consequences of unauthorised access to your account due to any disclosure of your account information to any third party.

Where we provide you with the option to select your own login information, including a password, we recommend that you supply login information unique to your own use, and do not use information from other accounts you may hold or any easily discoverable personal information. You are responsible for any consequences of unauthorised access to your account due to any disclosure of your login information to any third party.

You must never use another user’s account without permission. When creating your account, you must provide accurate and complete information. You agree that you will not solicit, collect or use the login credentials of other individuals. We prohibit the creation of, and you agree that you will not create, an account for anyone other than yourself. You also represent that all information you provide to us upon registration and at all other times will be true, accurate, current, and complete. You agree to update your information as necessary to maintain its truth and accuracy.

We reserve the right to withdraw access to your account without notice for any actual or suspected breach of these Terms or any other documentation referred to in them, including, without limitation, where we suspect that there has been unauthorised access to your account, or any unauthorised disclosure of your login information.

If you know or suspect that the confidentiality of your login information has been compromised, for example, by the disclosure of such information to any third party, you must immediately change your password. If you are unable to change your password, you must immediately notify us by email, at [email protected]

Ownership of material on our Sites

All trade marks, service marks, trade names, logos, copyright and other intellectual property rights in our Sites and their content are either owned by us or licensed to us. All such rights are protected by intellectual property laws around the world and all rights are reserved. Any use of the Sites or Software, other than as specifically authorised, is strictly prohibited. Any rights not expressly granted are reserved by us.

Trade marks, service marks, trade names, logos and other branding owned by third parties and used or displayed on or via our Sites (collectively, “Third Party Mark(s)”) may be trade marks of their respective owners who may or may not endorse or be affiliated with or connected with us. Except as expressly provided in these Terms, or in terms provided by the owner of a Third Party Mark, nothing in these Terms or on or via the Sites or Software should be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any of our or any Third Party Marks that are used or displayed on the Sites or Software, without the respective owner’s prior written permission, in each instance. All goodwill generated from the use of our trade marks will benefit us exclusively.

Information and content on our Sites provided on non-reliance basis

Our Sites are made available to you in order to provide you with general information about us, our business, and any products or services that we offer from time to time. We do not make our Site available for any other purposes, except as expressly provided in these Terms.

The content on our Sites is not intended to be construed as advice. You must not rely on any of the content of our Site for any purposes whatsoever and you must seek your own independent professional advice before deciding to take any course of action on the basis, whether in whole or in part, of any of the content available on our Sites from time to time.

We make no representations and provide no warranties whatsoever, whether express or implied, that any of the content or materials available on our Sites are accurate, up-to-date or complete.

Where we display discounts, time limits or any other special terms applicable to the products on our Sites from time to time, these shall constitute invitations to treat, not contractual offers and, where time limits or other special terms apply, such terms shall only represent our intention to apply such terms at that point in time and we reserve the right to amend, revise, cancel, extend or take any other action in relation to such discounts, time limits and special terms at any point and for any reason we deem appropriate, in our sole discretion.

Nothing in these Terms shall act to exclude or limit any of your statutory or legal rights to the extent that they cannot be excluded or limited by these Terms.

Permitted use of materials on our Sites

You may print or share the content from our Sites for lawful purposes and you may also make others within your organisation aware of the content on our Sites. You may not otherwise extract, reproduce or distribute the content of our Sites without our prior written consent.

Whenever you print, download, share or pass on content from our Sites to others, you must not make any additions or deletions or otherwise modify any text from our Sites, you must not alter or change in any way any images, media or graphics from our Sites in any way, you may not remove any accompanying text from such images, media or graphics, and you must ensure that all content passed on to any third party is an accurate representation of the content as it appears on our Sites.

You are prohibited from using any robots, spiders, data mining or scraping technology or any similar third party tools for the extraction or reproduction of any data or content from our Sites without our prior written consent.

Whenever you pass on any content or materials from our Sites to anyone, you must acknowledge us as the authors of such content or materials (or any other authors wherever credited by us) at the time when you pass on such content or materials.

Prohibited uses of our Software and Sites

You must not reproduce, duplicate, copy or resell any part of our Sites or Software or any content from or of our Sites or Software, save and except to the extent expressly permitted in these Terms.

You must not, without our prior written consent, access, interfere with, damage or disrupt in any way our Sites, Software, our systems, any of our hardware or equipment or any networks on which our Software and Sites is hosted, any software that we use to create or modify the Sites or to make the Sites available to you, or any hardware, equipment, network, server, software or technology owned or operated by us or any third party.

You must use our Software and Sites for lawful purposes only and in accordance with these Terms. You must not use our Sites or Software:

  1. for any purpose that is unlawful or that in any way breaches any applicable laws or regulations, whether local, national or international;
  2. for any fraudulent purposes whatsoever;
  3. to conduct any unsolicited or unauthorised advertising or direct or indirect marketing to anyone by any means, or to otherwise spam, communicate with or market to anyone any goods, services or business not authorised by us;
  4. to upload, host or transmit any viruses, malware, adware, spyware, worms, Trojan horses, keystroke loggers, spyware, logic bombs, time bombs or any other harmful programs or code which could adversely affect the use or operation of the Site, our hardware or systems, or the computers, tablets, phones or other devices of any users or other third parties, or to upload any content or materials containing any such content;
  5. to communicate with, harm or attempt to harm children in any way; or
  6. in any way or for any purpose that breaches these Terms or the terms of any of the
    documents these Terms refer to.

Viruses and other harmful content

  1. You must ensure that you have in place up-to-date and effective anti-virus protection on your computer or other browsing device.
  2. You must not upload or otherwise introduce to our Sites or Software any viruses, malware, spyware, adware, Trojan horses, worms, logic bombs, time bombs, keystroke loggers or any other programs or code that is harmful or malicious.
  3. You must not use any third parties, software or technology to attempt to gain unauthorised access to our Site, our Software, our servers, systems, hardware, software or data.
  4. You must not attempt to perform any denial of service type attack on our Sites.
  5. You must not perform any action which would contravene the Computer Misuse Act 1990.
  6. We may report any breach or suspected breach of this clause (Viruses and other harmful content) to the relevant authorities and may disclose your identity.

Links to other Sites

Links to third party content or Sites may appear on our Sites from time to time. We are not responsible for the content of any Sites accessible via any link(s) on our Site. All content on third party Sites is outside of our control and we do not represent or warrant that such content is related to us or our Site, suitable or appropriate for use or viewing, lawful or accurate. Any third party Site accessible via a link on our Site may collect and process your personal information. We are not responsible for any data-processing activities carried out by any third party Site which is linked to from our Site. You should check the privacy policy of any such third party to establish how they may use your personal information before you decide to use their Site and its features.

Links to our Sites

  1. You may not link to our Sites without our prior consent. Where you have obtained our consent to link to our Sites:
    you may provide links to our Sites on other Sites owned by you, provided that such Sites and the use of any links to our Site comply with these Terms;
  2. wherever you post a link to our Sites on any other Site, you agree that you will do so in an appropriate manner, and not in any way which is defamatory or disparaging towards us, which misrepresents us or our business, or which causes any harm whatsoever to us or our business; and
  3. you must not link to our Sites in order to suggest any form of joint venture, partnership, collaboration, affiliation, business relationship, approval or endorsement in connection with us where none exists and in any event, without having first obtained our prior written consent.

We may withdraw permission to link to our Sites at any time. In the event that we withdraw permission to link to our Site and inform you of the same, you must immediately remove or cause to be removed any links to our Site.

EXCLUSIONS AND LIMITATIONS OF LIABILITY

We do not exclude our liability to you where it would be unlawful to do so. If applicable law does not allow all or any part of the below limitations of liability to apply to you, the limitations will apply to you only to the maximum extent permitted by applicable law.
IN NO EVENT SHALL WE (INCLUDING OUR OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS, UNDER ANY CIRCUMSTANCES WHATSOEVER BE LIABLE TO YOU FOR ANY LOSS, DAMAGE (WHETHER DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR OTHERWISE) COSTS, EXPENSES, LIABILITIES OR PENALTIES, WHETHER IN CONTRACT, TORT, BREACH OF STATUTORY DUTY OR OTHERWISE, WHETHER FORESEEABLE OR UNKNOWN, ARISING FROM, IN CONNECTION WITH OR RELATING TO:

  1. YOUR USE OF OUR SOFTWARE AND SITES;
  2. ANY CORRUPTION OR LOSS OF DATA;
  3. ANY INABILITY TO ACCESS OUR SITES OR SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTIONS, SUSPENSION OR WITHDRAWAL OF OUR SITE (FOR ANY REASON WHATSOEVER);
  4. ANY USE YOU MAKE OF ANY CONTENT OR MATERIALS ON OUR SITES OR SOFTWARE, INCLUDING ANY RELIANCE YOU MAKE ON SUCH CONTENT OR MATERIAL;
  5. ANY LOSS OF SAVINGS, PROFITS, SALES, BUSINESS OR REVENUE;
  6. ANY LOSS OF REPUTATION OR GOODWILL;
  7. ANY LOSS OF SAVINGS;
  8. ANY LOSS OF A CHANCE OR OPPORTUNITY; OR
  9. ANY OTHER SECONDARY, CONSEQUENTIAL OR INDIRECT LOSSES.

AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, WITHOUT LIMITATION, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IN THE EVENT OF ANY SUCH LOSS, DAMAGE, COSTS, EXPENSES, LIABILITIES OR PENALTIES ARISING. WE SHALL NOT BE LIABLE FOR ANY DAMAGE THAT YOU COULD HAVE AVOIDED BY FOLLOWING OUR ADVICE TO APPLY AN UPDATE OFFERED TO YOU FREE OF CHARGE OR FOR DAMAGE THAT WAS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR TO HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US.

Liability for any direct damages to you will be limited up to the amount that you have paid in Licence Fees in the past 12 months.

You specifically agree that we shall not be liable for any content or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.

YOU AGREE THAT IN THE EVENT THAT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES ARISING OUT OF, OR IN CONNECTION WITH, OUR ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY SITES OR SOFTWARE CONTROLLED BY US, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY SITES OR SOFTWARE.

To the extent that any of the above Exclusions and Limitations of Liability are unenforceable as outright exclusions of liability, they shall be construed as limitations on liability, limiting our liability to you to the maximum extent permitted by law.

INDEMNIFICATION

You (and also any third party for or on behalf of whom you operate an account or activity on the Sites or Software) agree to defend (at our request), indemnify and hold us harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable legal and attorney’s fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Sites or Software or those conducted on your behalf):

  1. your uploads, access to or use of the Sites or Software;
  2. your breach or alleged breach of these Terms;
  3. your violation of any third-party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right;
  4. your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or
  5. any misrepresentation made by you.

You will cooperate as fully required by us in the defence of any claim. We reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you, and you will not, in any event, settle any claim without our prior written consent.

DISCLAIMERS

OUR SOFTWARE AND SITES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE SERVICE; THE SITE CONTENT; USER CONTENT; OR SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO THE SITE.

IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

WE DO NOT REPRESENT OR WARRANT THAT THE SITES OR SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SOFTWARE OR THE SERVER THAT MAKES THE SOFTWARE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES.

WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SOFTWARE OR SITS IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SOFTWARE AND SITES IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOUR USE OF THE SOFTWARE OR SITES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND WE SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS.

BY ACCESSING OR USING THE SOFTWARE OR SITES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

WE DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ACTION OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.

Termination

If you commit a material or persistent breach of these Terms and fail to remedy within 30 days of written notification from us, we may terminate the Software Licence and the right to use our Sites. In this event, there will be no refund of any Licence Fees.

We may terminate this Agreement immediately upon written notice to you become or are declared insolvent or bankrupt, are the subject of any proceedings relating to your liquidation or insolvency or the appointment of a receiver, conservator, or similar officer, or make an assignment for the benefit of all or substantially all of your creditors or enter into any agreement for the composition, extension, or readjustment of all or substantially all of your obligations. If the Company is legally required to write to your administrator or equivalent insolvency practitioner to enquire whether they wish the Agreement to continue, this Agreement shall only terminate if they do not wish to continue the Agreement. No refund of any Licence Fees shall be payable.

Either party can terminate for any other reason by giving the other 30 days written notice. Any Fees or refunds shall be paid within 14 days after termination.

Once terminated all rights and licences granted to you will expire and you must immediately cease use of the Software and Sites.
The courts of England and Wales shall have exclusive jurisdiction over any claims or disputes arising from or in relation to these Terms and any documents they refer to.

Assignment

We may transfer our rights and obligations to you to another organisation but this will not affect your rights or our obligations to you as defined by these Terms.

You may transfer your rights or obligations with our prior written consent that may not be unreasonably withheld or delayed. We have the right to terminate immediately without notice if you do not seek our consent.

Governing law and jurisdiction

These Terms and other documents and any disputes arising from or in relation to them, whether contractual or non-contractual, shall be governed by and construed in accordance with English law.

The courts of England and Wales shall have exclusive jurisdiction over any claims or disputes arising from or in relation to these Terms and any documents they refer to.

Contact Details

Please contact us via [email protected] or write to Bulbeck Mill Cottage, 11 Mill Lane, Barrington, CB22 7QY
Date: 22/02/2021
Version: V3