End User Licencing Agreement
1. Property of Razor Thorn Security
i. Following Acceptance, and subject to the payment of any Fees that are due, the Client may access and use the relevant Product through our server. The copyright, database rights and any other intellectual property rights in the programs and data which constitute the Product, are and at all times remain the property of Razor Thorn Security or its licensors.
2. Licence Acceptance Procedure
i. The Client’s right to use a Product is subject to Acceptance having taken place in relation to that Product and payment of any Fees which are due in relation to the use of that Product.
ii. On Acceptance, you indicate agreement to this EULA and the limited warranty and limitation of liability set out in this EULA on behalf of the Client (as this term is defined below). In this EULA, ‘you’ includes both the Reader and any Client.
3. Definitions and Interpretation
In this Agreement, unless the context otherwise requires, the definitions and rules of interpretation in this clause shall apply.
“Account Data” means any data or information which is provided to Razor Thorn Security to enable the administration of the Client’s account, such as contact and billing information;
a. completion of any step undertaken using the functionality on the Website or via a signed EULA which indicates that the Client wishes to obtain the right to use a Product; or
b. the actual use of the Product;
“Razor Thorn Security Technology” means all the technology used in delivering the Service (including the software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to the Client by Razor Thorn Security in providing the Service;
“Business Day” means a day other than a Saturday, Sunday or an officially recognised public holiday in England and / or Wales;
“Cancellation Period” means the period of 15 Business days starting on the applicable Effective Date;
“Client” means the corporate entity or organisation ordering the Service(s) as indicated during the sign-up process;
“Client Data” means any data, information or material provided or submitted by the Client, or the Users, using the Service or generated by the Service in the course of using the Service including but not limited to employee data held in the Service, but excluding Account Data;
“Content” means the documents, software, products and services contained or made available to the Client in the course of using the Service;
“Data Protection Legalisation” means the UK General Data Protection Regulation (UK GDPR), tailored by the Data Protection Act 2018 as amended;
“Defect” means an error in the operation of the Service that causes a degradation to the Service or to fail to operate substantially as documented;
“Effective Date” means the date that Acceptance takes place in relation to a Product and for the avoidance of doubt, each Product which the Client is entitled to use shall have its own Effective Date;
“Fee(s)” means any and all fees, charges or other payments due to be made from the Client to Razor Thorn Security as provided by the Pricing Plan in force at the time the Fees become payable;
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, publicity rights, know-how and other trade secret rights, database rights, semiconductor topography rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
“Licence Administrator(s)” means those Users who are authorised to administer the Client’s use of the Service;
“Licence Term” means the period during which the Client is licenced to use a Product pursuant to this Agreement;
“Period” means the billing period selected by the Client per Product which shall be either;
a. One calendar month
b. One year.
Each such period shall begin on the day of the month (in the case of (i) above) or day of the year (in the case of (ii) above) on which the Client became liable to pay Fees in relation to the Product (as described in Clause 9).
“Personal Data” shall have the meaning set out in the UK General Data Protection Regulation (UK GDPR), tailored by the Data Protection Act 2018;
“Product(s)” mean each online product or service developed, operated, and/or maintained by Razor Thorn Security (and its licensors, where applicable) that is available for use on the Website, such as the products known as “Razor’s Edge” and any other online product that is made available by Razor Thorn Security from time to time;
“Pricing Plan” means the schedule of fees and billing terms currently in force which can be viewed here. Razor Thorn Security may replace the Pricing Plan on 30 days’ prior written notice (including by email or though the administration pages in the Website) and for the avoidance of doubt such new Pricing Plan may increase the Fees payable and/or introduce new Fees;
“Reader” means the individual who purports to be authorised on behalf of the Client to enter into this Agreement or to add a Product to this Agreement;
“Service(s)” means the provision of;
a. access to the Products via the Website; and
b. any other products and services provided to the Client by Razor Thorn Security,
to which Razor Thorn Security informs the Client are being granted under this Agreement;
“Trial Period” means a period of time which runs from the applicable Effective Date to enable the Client to use and evaluate a Product without the payment of Fees, the period of which is specified here or if no such period is specified in the hyperlink, a period of 10 Business days from the applicable Effective Date;
“User(s)” means the Client’s employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by the Client (or by Razor Thorn Security at the Client’s request);
“Website” means *re.razorthorn.com
“Year” means each consecutive 12-month period commencing on the date that this Agreement comes into effect and each anniversary thereof.
i. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
ii. Unless the context otherwise requires: (i) words in the singular shall include the plural and in the plural shall include the singular; and (ii) a reference to one gender shall include a reference to the other genders.
iii. Reference to an enactment or statutory provision shall include a reference to any subordinate legislation made under the relevant enactment or statutory provision and is a reference to that enactment, statutory provision or subordinate legislation as from time to time amended, consolidated, modified, re-enacted or replaced.
iv. References to clauses are to the clauses of this Agreement.
v. The words “including”, “include”, “for example”, “in particular” and words of similar effect shall not limit the general effect of the words which precede them.
4. Trial Period and Duration
i. If indicated on the Website or by Razor Thorn representatives[SJ5] [JH6] , Razor Thorn Security may allow access to a Product for a Trial Period, during which time Fees shall not be charged in relation to that Product (although for the avoidance of doubt, Fees will be charged for any other Product not subject to the Trial Period).
ii. Following the end of any Trial Period, Fees shall be due in relation to the applicable Product, and the Client must provide Razor Thorn Security with payment details in relation to such Fees as further described in clause 11.iii., otherwise the Client’s right to use the applicable Product shall terminate as described in clause 14 “Termination Upon Expiration”.
iii. If the Client has provided a signed proposal to Razor Thorn Security, access to the applicable Product shall, subject to the other terms of this Agreement, continue to be provided for so long as the Fees are paid in accordance with this Agreement unless and until this Agreement is terminated or expires.
i. Regarding any Personal Data input by or collected from the Client that may be stored or processed in the Razor Thorn Security software, such data shall be stored and processed by Razor Thorn Security in accordance with Data Protection Legislation and its Data Privacy and Protection Policy. Note that because the Products are a hosted, online application, Razor Thorn Security occasionally may need to notify all Users of important announcements regarding the operation of the Product(s) and Service(s).
6. Privacy & Data Processing
i. Razor Thorn Security Data Privacy & Protection Policy as amended from time to time will be made available on request and applies to this Agreement.
7. Licence Grant & Restrictions
i. Razor Thorn Security hereby grants the Client a personal, revocable, non-exclusive, non-transferable, non-sublicensable licence to use the Product(s) via the Service for the duration of this Agreement, solely for use by the Users for the Client’s own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to the Client are reserved by Razor Thorn Security and its licensors.
ii. The Client may not access the Product(s) or Service if they are a direct competitor of Razor Thorn Security, except with Razor Thorn Security’s prior written consent. In addition, the Client may not access the Product(s) or Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
iii. The Client shall not, and shall procure that Users shall not:
- licence, lease, sublicence, sell, resell, transfer, display, disclose, assign, distribute or otherwise commercially exploit or make available to any third party the Product(s) or Service or the Content in any way;
- modify, duplicate copy or make derivative works based upon the Product(s), Service or the Content;
- create internet “links” to the Product(s) or Service or “frame”, “mirror”, republish, transmit or distribute any Content on any other server or wireless or internet-based device;
- reverse compile, decompile, or in any way reverse engineer or otherwise reduce to human perceivable form all or any part of the Product(s), the Service or Content;
- attempt to obtain, or assist third parties in obtaining, access to the Product(s), Services and/or Content (other than as provided under this Agreement); or
- access the Product(s) or Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Product(s) or Service, or (c) copy any ideas, features, functions or graphics of the Product(s) or Service.
iv. The Client may use the Product(s) and Service only for internal business purposes and shall not, and shall procure that Users shall not:
- store infringing, obscene, sexually explicit, threatening, harassing or racially or ethnically insensitive, libellous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights;
- store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
- interfere with or disrupt the integrity or performance of the Product(s) or Service or the data contained therein; or
- attempt to gain unauthorised access to the Product(s) or Service or its related systems or networks.
8. The Client’s Responsibilities
i. The Client is responsible for all activity occurring under their User accounts and shall:
1. abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with their use of the Product(s) and Service, including those related to data privacy, international communications and the transmission of technical or Personal Information;
2. carry out all other Client responsibilities set out in this Agreement in a timely and efficient manner;
3. satisfy itself of the technical and organisational measures taken by Razor Thorn Security to protect against (a) unauthorised or unlawful processing, (b) accidental loss or destruction of or (c) damage to Personal Information;
4. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Razor Thorn Security, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet;
5. ensure that each User shall keep a secure password for his/her use of the Product(s) and Service, that such password shall be updated in accordance with any requirements notified to the User in the Razor Thorn Security software and that each User shall keep his/her password confidential;
6. notify Razor Thorn Security immediately of any unauthorised use of any password or account or any other known or suspected breach of security;
7. report to Razor Thorn Security immediately any copying or distribution of Content that is known or suspected by the Client or their Users; and
8. not impersonate another User or provide false identity information to gain access to or use the Product(s) or Service.
9. Account Information & Data
i. Razor Thorn Security does not own any of the Client Data. The Client, not Razor Thorn Security, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data.
ii. The Client undertakes that it has all necessary and appropriate rights, consents and notices in place to enable lawful transfer of any Personal Data that it supplies or otherwise makes available to Razor Thorn Security under or in relation to this Agreement (whether contained within Account Data, Client Data or otherwise), and that such rights shall remain in effect for the duration of this Agreement and will enable Razor Thorn Security to perform its obligations under this Agreement in accordance with applicable Data Protection Legislation.
iii.The Client shall ensure that all relevant third parties have been informed of, and where required by law, have given their consent to the processing contemplated pursuant to this Agreement.
iv. Razor Thorn Security shall follow routine archiving procedures for Client Data, including scheduled back-ups. In the event of any loss or damage to Client Data, the Client’s sole and exclusive remedy shall be for Razor Thorn Security to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by Razor Thorn Security, and Razor Thorn Security shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party.
v. If the Client becomes a paying User of any Product, the Client hereby accepts and agrees that Razor Thorn Security may include the Client’s name and/or logo on the Website and Razor Thorn Security can disclose the fact that the Client is a paying user of the Service. The Client may opt-out of such inclusion by sending a written request to Razor Thorn Security. In order to enable Razor Thorn Security to utilise its rights under this clause, the Client grants Razor Thorn Security a non-exclusive, non-transferable, terminable at-will licence to use, copy, store, transmit and display the Client’s Intellectual Property Rights to the extent necessary or reasonable to enable Razor Thorn Security to make public announcements on the Website.
vi. The Client shall indemnify and hold Razor Thorn Security, its licensors and each such party’s parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:
- any breach of the Data Protection Legislation by the Client;
- any claim from an individual whose Personal Information is processed by Razor Thorn Security when providing the Services (except where such claim results from Razor Thorn Security’s breach of this Agreement); or
- any inaccuracy in the Client Data as input by the Client.
10. Intellectual Property Ownership
i. Razor Thorn Security alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Razor Thorn Security Technology and any Content, Product and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Service. This Agreement is not a sale and does not convey to the Client any rights of ownership in or related to the Products, Service, the Razor Thorn Security Technology or the Intellectual Property Rights owned by Razor Thorn Security. The “Razor Thorn Security” name, the Razor Thorn Security logo, and the product names associated with the Service are trademarks of Razor Thorn Security or third parties, and no right or licence is granted to use them.
11. Fees & Renewal
- Fees in relation to all Products and Services shall be calculated as described in the Pricing Plan, subject to clause 11.viii.
- If there is no Trial Period specified on the Website in relation to a Product, Fees shall become due from Acceptance.
- If a Trial Period specified on the Website in relation to a Product, and the Client wishes to continue with a Product after a Trial Period, Fees shall be due from the first day following the Trial Period.
- In order to use any Products the Client must, prior to any Fees becoming due for the applicable Product, ensure that Razor Thorn Security has a signed proposal for payment of the Fees, failing which Razor Thorn Security may immediately cease provision of access to the applicable Product in accordance with clause 14 “Termination Upon Expiration”.
- The provision of a signed proposal, either upon the Effective Date or subsequently, shall be the Client’s authorisation to charge all Fees via invoice.
- Razor Thorn Security will send an invoice of all Fees in advance of the first day of the Period selected during the sign-up process in relation to the relevant Product which Fees are being charged. The Client may have different Fee collection dates for different Products and Services.
- All payment obligations are non-cancellable and all amounts paid are non-refundable, except where expressly stated otherwise in this Agreement. The Client is responsible for paying for all Products ordered for the entire Licence Term. If the Client wishes to amend the number of Projects, such as adding additional targets, the Client must make any such amendment through Razor Thorn Security representatives and any resulting adjustment to the Fees due as calculated in accordance with the Pricing Plan shall be reflected in the next Period (with any increase in Fees being payable at the start of the next Period).
- Fees for other Services or Products which are not specified in the Pricing Plan will be charged on an as-quoted basis.
- Razor Thorn Security’s Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Client shall be responsible for payment of all such taxes, levies, or duties in addition to the Fees and Razor Thorn Security shall be entitled to charge such additional sums when collecting the Fees.
- All pricing terms are confidential, and the Client agrees not to disclose them to any third party.
- Razor Thorn Security is only available to corporate entities or organisations and all billing will be in GBP, EUR or USD.
- If the Client believes their bill is incorrect, they must notify Razor Thorn Security in writing within 60 days of the date of the disputed invoice, following which Razor Thorn Security shall assess whether any adjustment or credit is due.
12. Non-payment and Suspension
- In addition to any other rights granted to Razor Thorn Security herein, Razor Thorn Security reserves the right to suspend or terminate this Agreement and the Client’s access to a particular Product or the Services entirely if their account falls into arrears.
- If any sum payable under this Agreement is not paid within 7 days after the due date or if any payment is rejected revoked or refused then (without prejudice to Razor Thorn Security’s other rights and remedies) Razor Thorn Security reserves the right, in its absolute discretion, to suspend the provision of access to the Product for which payment is overdue, or to all Services entirely.
- If access to any Product, or all of the Services entirely, is suspended, Razor Thorn Security shall be entitled to delete all Client preferences and settings in relation to the Razor Thorn Security system as set up for the Client.
- Razor Thorn Security reserves the right to impose a reconnection fee in the event the Client is suspended and thereafter requests access to a Product or Service(s) as applicable.
13. Termination within Cancellation Period
- Razor Thorn Security may at its sole discretion terminate this Agreement in relation to a particular Product with immediate effect at any time before the expiry of the Cancellation Period. Where Razor Thorn Security exercises this termination right, Razor Thorn Security will refund any Fees paid by the Client to Razor Thorn Security in relation to that Product.
14. Termination upon Expiration
- The Client’s right to use a Product will automatically expire at the end of the Trial Period unless the Client has provided a signed proposal.
15. Termination by Notice
- The Client shall be entitled to terminate its right to use all Services by notifying the intent to terminate with an authorised Razor Thorn Security representative. If the Client selects to terminate all Services entirely (or if the exercise of a termination right for a Product means that there are no other Products or Services due to be provided by Razor Thorn Security) this Agreement will terminate immediately.
- No refunds shall be due when individual Product(s) or all Services terminated under clause 15.i. The Client acknowledges that termination of individual Product(s) or all Services by it will result in the deletion of the Client Data (as further described in clause 16) applicable for the affected Products. Accordingly, should the Client wish to retain a copy of the Client Data following the termination, it should download a copy as described in clause 16.
- Razor Thorn Security may terminate this Agreement in whole or in part if Razor Thorn Security decides to withdraw individual Product(s) or all Services (whether on a temporary or permanent basis) or decides to no longer permit access to individual Product(s) or all Services by the Client (by use of passwords or changes of passwords or by any other means). Where Razor Thorn Security exercises its termination right on a permanent basis, Razor Thorn Security will refund to the Client, on a pro-rated basis, any Fees which have been pre-paid by the Client for the affected Products, up to the total number of whole months which have been paid for, but for which Services have not been provided.
16. Termination for Cause
- Razor Thorn Security may terminate this Agreement if the Client commits any material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified of the breach. Without limit to the generality of the foregoing any breach of the Client’s payment obligations or unauthorised use of the Razor Thorn Security Technology, Product(s) or Service will be deemed a material and irremediable breach of this Agreement. If the material breach relates to only one Product used by the Client, Razor Thorn Security may, in its absolute discretion, opt to partially terminate the Agreement in relation to the affected Product only.
- Either party shall have the right by notice in writing to the other party to terminate all or any part of this Agreement on or at any time after the happening of any of the following events:
- the passing by the other party of a resolution for its winding-up (except in connection with a bona fide business re-organisation) or the making by a court of competent jurisdiction of an order for the winding-up of the other party or the dissolution of the other party;
- the making of an administration order in relation to the other party or the appointment of a receiver or an administrative receiver over, or the taking possession or sale by an encumbrance of, any of the other party’s assets; or III. the other party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally.
17. Termination Consequences
- Following termination for any reason Razor Thorn Security will terminate the Client’s password, account and use of the affected Products or all Services (as applicable). Within 14 days of the termination of the Agreement the Client must pay to Razor Thorn Security in full and without set off:
- the Fees due up until the date of such termination, and
- in the event of the termination of this whole Agreement, any other sums due under this Agreement.
- Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
18. Data Return & Destruction
- Subject to clause 23 “Internet Delays” and clause 24 “Force Majeure”, [and subject always to: (a) all undisputed Fees having been paid to Razor Thorn Security in accordance with clause 11; and (b) Razor Thorn Security’s rights under clause 12,] the Client will be able to access and download all or part of the Client Data using the tools and mechanisms provided within the Product.
- A decision by the Client to terminate individual Product(s) and/or all Services as described in clause 13.i, or termination of this Agreement for any other reason, shall be considered an instruction for Razor Thorn Security to securely delete or destroy the applicable Client Data and it is the responsibility of the Client to download the Client Data as described in clause 18.i prior to such cancellation or termination if it wishes to retain it. The Client should not terminate this Agreement, individual Product(s) and/or all Services if the Client does not want the applicable Client Data to be deleted. Razor Thorn Security disclaims any liability for loss suffered by the Client or any third party resulting from deletion of the Client Data in accordance with this clause 18.ii.
- If any law, regulation, or government or regulatory body requires Razor Thorn Security to retain any documents or materials that Razor Thorn Security would otherwise be required to return or destroy, it will make reasonable efforts to notify the Client in writing of that retention requirement.
19. Representations & Warranties
- Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
- Razor Thorn Security warrants that it will provide the Service with reasonable skill and care. The sole remedy for breach of this warranty shall be correction of any Defects by Razor Thorn Security within a reasonable time from notification by the Client of the Defect that constitutes such a breach, providing that the Client provides all the information that may be necessary to assist Razor Thorn Security in resolving the Defect, including sufficient information to enable Razor Thorn Security to recreate the Defect.
- The Client represents and warrants that they have not falsely identified themselves nor provided any false information to gain access to the Product(s) or Service and that their billing information is correct.
20. Confidential Information
- Razor Thorn Security will keep all Client Data confidential, providing that Client Data may be disclosed to Razor Thorn Security’s employees, representatives, consultants, contractors, agents and other subcontractors who may be appointed as described in clause 7 (who in turn will be legally bound to keep the Client Data confidential).
- The obligation to keep the Client Data confidential will not apply to any information that:
- is already known to the public; or
- is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction, providing that Razor Thorn Security will give the Client notice of the requirement to disclose of that disclosure as soon as practicable.
- This clause shall survive termination of this Agreement, however arising.
21. Mutual Indemnification
- The Client shall indemnify and hold Razor Thorn Security harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Client Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by the Client of their representations and warranties; or (iii) a claim arising from the breach by the Client or their Users of this Agreement, provided in any such case that Razor Thorn Security (a) gives written notice of the claim promptly to the Client; (b) gives the Client sole control of the defence and settlement of the claim (provided that the Client may not settle or defend any claim unless they unconditionally release Razor Thorn Security of all liability and such settlement does not affect Razor Thorn Security’s business or Service); (c) provides to the Client all available information and assistance; and (d) has not compromised or settled such claim.
- Razor Thorn Security shall indemnify and hold the Client harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including all reasonable legal and professional fees and costs) arising out of or in connection with: (i) a proven claim that the Service directly infringes the copyright, or a trademark of a third party; (ii) a claim, which if true, would constitute a substantial and actual violation by Razor Thorn Security of its representations or warranties; or (iii) a claim arising from Razor Thorn Security’s wilful and knowing disclosure of your Client Data to any unauthorised parties unless required by law; provided that the Client (a) promptly gives written notice of the claim to Razor Thorn Security; (b) gives Razor Thorn Security sole control of the defence and settlement of the claim ; (c) provides to Razor Thorn Security all available information and assistance; and (d) has not compromised or settled such claim. Razor Thorn Security shall have no indemnification obligation, and the Client shall indemnify Razor Thorn Security pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of the Client’s products, service, hardware or business process(es). The indemnity provided by Razor Thorn Security in this clause shall not apply where the Client has used the Service in a manner that is not authorised by this Agreement or is otherwise inconsistent with the terms of this Agreement.
22. Disclaimer of Warranties
- Razor Thorn Security and its licensors do not warrant:
- the accuracy, completeness or reliability of any of the content or data derived from any Product or the Services or that the Products or Services will operate error free, virus free, without interruption or securely;
- that all program defects in relation to the Services will be corrected; and
- that the Products or Services will operate with any hardware, software, system or data not identified in the ordering process.
- The Products and Services are provided “as is” and, except as expressly set out in this Agreement, all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of satisfactory quality, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Razor Thorn Security and its licensors.
23. Internet Delays
- Razor Thorn Security’s Products or Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Razor Thorn Security is not responsible for any delays, delivery failures, or other damage resulting from such problems.
24. Force Majeure
- In this Agreement, “force majeure” shall mean any cause preventing Razor Thorn Security from performing any or all of Razor Thorn Security’s obligations which arise from or are attributable to acts, events, omissions or accidents beyond Razor Thorn Security’s reasonable control including without limitation strikes, lock-outs or other industrial disputes, acts of God, pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, interruption or failure of utility service, including but not limited to electric power, gas or water or default of suppliers or sub-contractors.
- Razor Thorn Security shall not be in breach of this Agreement if it is subject to a force majeure event, provided that it uses reasonable endeavours to notify you in writing of the nature and extent of the force majeure event causing Razor Thorn Security’s failure or delay in performance.
- If the force majeure event prevails for a continuous period of more than 2 months, the Client may terminate this Agreement by giving 10 Business days’ written notice to Razor Thorn Security. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to Razor Thorn Security’s rights in respect of any breach of this Agreement occurring prior to such termination.
25. Limitation of Liability
- Nothing in this Agreement will exclude or limit either party’s liability for:
- death or personal injury caused by a party’s own negligence; or
- fraud or fraudulent misrepresentation.
- Razor Thorn Security shall not be liable for:
- any loss of profits or other economic advantage;
- subject to clause iv, any loss of data;
- any loss of goodwill;
- any loss of anticipated savings;
- any indirect or consequential losses;
- any loss of administration costs or management time;
- any damages or losses as a result of a force majeure event; and/or
- any exemplary or punitive losses,
arising in respect of any representation, statement, act or omission in connection with this Agreement, whether the claim arises under contract, tort, misrepresentation, breach of statutory duty or otherwise. The parties agree that the above heads of loss are reasonable to exclude.
- Subject to clause 25.i, in no event shall Razor Thorn Security’s aggregate liability to the Client under or in relation to this Agreement, in each Year, exceed the Fees actually paid by the Client in that Year. For the avoidance of doubt, Razor Thorn Security does not have a contract with any User and accordingly, the Client undertakes that it shall indemnify Razor Thorn Security against any claims which Razor Thorn Security receives from any Users in relation to the Products or Services.
- The parties acknowledge that this clause 25 reflects a fair allocation of risk between the parties, considering the nature of the Services and that therefore the exclusions and limitation in this clause 25 are fair and reasonable.
- Razor Thorn Security may give notice by means of electronic mail to the Client’s email address on record in Razor Thorn Security’s account information, or by written communication sent by first class mail or pre-paid post to the address on record in Razor Thorn Security’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email).
- The Client may only give:
- notice to cancel the Agreement in accordance with clause 15 “Termination by Notice”, and/or
- instructions in relation to the destruction or retention of data in accordance with clause 18 “Data Return and Destruction”
to a Razor Thorn representative via electronic mail or by written communication in alignment with the terms set out above in clause 26.i.
27. Modification to this Agreement
- As described in the opening section of this Agreement, Acceptance takes place on a Product-by-Product basis, and accordingly this Agreement shall be deemed to be updated to cover additional Products following each Acceptance for each additional Product.
- Razor Thorn Security reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Products or Services at any time. Such modified terms and conditions will be issued or made available to the Client electronically via email or as a notification within the Website and shall be deemed effective 30 days after electronic delivery or notification. Subject to the following, continued use of the Products or Services by the Client after any such changes shall constitute the Client’s consent to such changes. If the Client does not agree to such changes, please contact a Razor Thorn Security representative.
- No amendment to this Agreement requested by the Client shall be effective unless this has been expressly agreed to in writing and signed by an authorised representative of Razor Thorn Security.
- Neither party will assign or transfer all or any of its rights or obligations under this Agreement.
- The Client shall comply with all foreign and local laws and regulations which apply to the use of the Product/Service in whatever country you are physically located.
- Razor Thorn Security may transfer our rights and obligations under this Licence to another organisation, but this will not affect the client’s rights or our obligations under this Licence.
- The Client may only transfer their rights or their obligations under this Licence to another person if Razor Thorn Security agree in writing by an authorised representative of Razor Thorn Security.
- A person who is not a party to this Licence or a permitted assignee has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Licence.
- If the client breach these terms and Razor Thorn Security decide to take no action or neglect to do so, then Razor Thorn Security will still be entitled to act and enforce our rights and remedies for any other breach.
- This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both (The Client and Razor Thorn Security) agree to the exclusive jurisdiction of the courts of England and Wales.