Terms of Service
These Terms of Service (together, the "Agreement") are entered into by Deriskly Limited and the entity or person agreeing to these terms ("Customer") and govern Customer's access to and use of the Services.
Deriskly Limited incorporated and registered in England and Wales with company number 13100640 whose registered office is at 71-75 Shelton Street, London, England, WC2H 9JQ. (“Supplier”)
The Agreement becomes effective when the Customer clicks to accept it, signs a separate agreement agreeing to be subject to these Terms of Service (the "Effective Date"), or creates a Deriskly account (the "Effective Date"). If you are accepting on behalf of the Customer, you represent and warrant that (i) you have full legal authority to bind the Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the Customer, to this Agreement.
1. INTERPRETATION
1.1. The definitions and rules of interpretation in this clause apply in this agreement.
Affiliate: means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
Agreement: means this Agreement and all materials referred or linked to in here.
Customer Data: means all information that you submit to the Subscription Service. Customer Data does not include Deriskly Content or Third-Party Data.
Data Protection Laws: includes any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) which relates to the protection of individuals with regards to the Processing of Personal Data to which a Party is subject, including the UK Data Protection Act 2018 and EC Directive 95/46/EC (up to and including 24 May 2018), UK privacy and electronic communication legation when enacted on or after 31st December 2020 and the UK and EU General Data Protection Regulations as enacted and in force.
Deriskly Content: means all Deriskly-generated information, data, text, messages, software, photographs, graphics, images, and tags that the Supplier incorporates into the Subscription Service.
Order Form: means the Deriskly-approved form or online subscription process by which you agree to start the Subscription Service.
Personal Data: means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws.
Privacy Policy: refers to the Supplier’s privacy policy described on https://www.deriskly.com/privacy-policy.
Subscription Service or Services: refers to all of the Supplier’s web-based applications, tools and software platforms that the Customer have subscribed to under an Order Form or that the Supplier otherwise make available to the Customer, and are developed, operated, and maintained by us, and any ancillary products and services that the Supplier provides to the Customer.
Third-Party Products and Services: refers to products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service.
Authorised Users: refers to the Customer’s employees, representatives, consultants, contractors or agents who are authorised to use the Subscription Service for the Customer’s benefit and have unique user identifications and passwords for the Subscription Service.
Deriskly, we, us or our: refers to the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.
2. ACCESS
2.1. The Supplier hereby grants to the Customer access to the Subscription Service as described in the Agreement and the Order Form.
2.2. The Supplier might provide some or all elements of the Subscription Service through third-party service providers (such as, but not limited to web hosting platforms).
2.3. In relation to the Authorised Users, the Customer undertakes that:
a. the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
b. it will not allow or permit any User Subscription to be used by more than number of individual Authorised Users described in the Order Form unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
2.4. The Customer shall not knowingly:
a. distribute or transmit to the Supplier, via the Services, any Viruses, Known Vulnerability and Latent Vulnerability;
b. store, access, publish, disseminate, distribute or transmit via the Services any material which:
i. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
ii. facilitates illegal activity;
iii. depicts sexually explicit images;
iv. promotes unlawful violence;
v. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
vi. is otherwise illegal or causes damage or injury to any person or property;
vii. and the Supplier reserves the right, on no less than fifteen (15) days' prior written notice to the Customer, such notice specifying the breach of this clause and requiring it to be remedied within the fifteen (15) day period, to disable the Customer's access to the Services for the duration of time that the breach remains unremedied.
2.5. The Customer shall not:
a. except to the extent expressly permitted under this Agreement:
i. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Subscription Service and/or Documentation (as applicable) in any form or media or by any means; or
ii. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Subscription Services;
b. access all or any part of the Subscription Services and Documentation in order to build a product or service which competes with the Subscription Services and/or the Documentation;
i. use the Services and/or Documentation to provide Subscription Services to third parties for improving customer communications;
ii. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
iii. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this 2.
2.6. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, if there is any such unauthorised access or use, promptly notify the Supplier. The rights provided under this 2 are granted to the Customer and any subsidiary or holding company of the Customer.
2.7. The Customer will notify us promptly of any unauthorized use of your Authorised Users’ identifications and passwords or account by contacting us at tatiana@deriskly.com.
3. TERM AND TERMINATION
3.1. The term of this Agreement will commence on the Effective Date.
3.2. The Contract Period refers to the time during which the Customer has the right to access the Subscription Service. The duration of the Contract Period will be specified in the Order Form. Upon expiration of the Contract Period, the Supplier reserves the right to immediately suspend or delete the Customer’s account.
3.3. The Supplier may terminate this Agreement immediately as to any or all Subscription Service if any party of this Agreement becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation, or assignment for the benefit of creditors.
3.4. The Supplier may terminate this Agreement immediately if the Supplier determines that the Customer is acting, or has acted, in a way that has or may negatively reflect on or affect the Supplier, the Supplier's prospects, or the Supplier's Customers.
4. FEES
4.1. If the Customer is paying by credit card, the Customer authorizes the Supplier to charge the Customer’s credit card or bank account for all fees payable during the Contract Period. The Customer further authorizes us to use a third party to process payments and consents to the disclosure of the Customer’s payment information to such third party.
4.2. The Customer will keep their contact information, billing information, and credit card information (where applicable according to the Order Form) up to date. Changes may be made on the Billing Page within the Customer’s Deriskly account. All payment obligations are non-cancellable, and all amounts paid are non-refundable, except as specifically provided for in this Agreement.
4.3. All fees are exclusive of taxes, which the Supplier will charge as applicable. The Customer agrees to pay any taxes applicable to the Customer's use of the Subscription Service. If the Customer is subject to VAT, all fees are exclusive of VAT.
4.4. If the Customer is paying by bank transfer, the Supplier shall submit an invoice to the Customer at the commencement of the Contract Period. The Customer shall pay the invoice within seven (7) working days of receipt. Payment shall be made via bank transfer directly to the Supplier's designated bank account, unless another payment method has been agreed upon by both parties.
5. MARKETING MATERIALS
5.1. The Customer gives the right to use its name and logo in print, on-line, and in other multimedia advertising and marketing materials for the purpose of indicating that the Supplier provides services to the Customer. Additionally, the Customer grants the Supplier the right to create case studies that describe the general use of the Subscription Service. These case studies may also be used in print, online, and other multimedia advertising and marketing materials.
6. INTELLECTUAL PROPERTY
6.1. This is an Agreement for access to and use of the Subscription Service, and the Customer is not granted a licence to any software by this Agreement. The Subscription Service is protected by intellectual property laws, belongs to, and is the property of the Supplier or the Supplier's licensors (if any), and the Supplier retains all ownership rights to them. The Customer agrees not to copy, rent, lease, sell, distribute, or create derivative works based on the Deriskly Content or the Subscription Service, in whole or in part, by any means, except as expressly authorised in writing by the Supplier. The Supplier's trademarks include, but aren’t limited to, the Deriskly name and logo, as they appear on http://www.deriskly.com/, and the Customer may not use any of these without the Supplier's prior written permission.
6.2. The Supplier encourages all Customers to comment on the Subscription Service and provide suggestions for improving it. The Customer agrees that the Supplier owns all rights to use and incorporate them into the Subscription Service.
7. CUSTOMER DATA
7.1. The Customer owns and retains all rights to the Customer Data. The Customer grants permission to the Supplier and the Supplier's licensors to use the Customer Data only as necessary to provide the Subscription Service to the Customer and as otherwise permitted by applicable law and this Agreement. If the Customer is using the Subscription Service on behalf of another party, then the Customer represents and warrants that they have all sufficient and necessary rights and permissions to do so.
7.2. The Supplier may collect information about the Customer and the Customer's Users when they interact with the Subscription Service as permitted by the Agreement. The Supplier may aggregate and anonymize this information and share it with third parties provided that the Supplier does not include any Customer Data or identify Users. The Supplier may also, as the Agreement permits, use Customer Data in an anonymized manner to support improvements of certain product features and functionality within the Subscription Service.
8. DATA PROTECTION
8.1. The parties shall at all times during the term of this Agreement, comply with all Data Protection Laws.
8.2. The terms of the Privacy Policy are hereby incorporated by reference to the Supplier’s Privacy Policy described on https://www.deriskly.com/privacy-policy. The Privacy Policy sets out how the Supplier will process Personal Data on the Customer's behalf in connection with the Subscription Service provided to the Customer under this Agreement.
8.3. Notwithstanding Clause 9.2, the Supplier shall not be responsible for the processing of Personal Data contained in Customer Data. The Customer must ensure that they do not use the Subscription Service for processing any Personal Data unless the Customer has purchased the Premium Subscription Service that explicitly authorises for such Personal Data processing.
8.4. The Supplier shall promptly investigate incidents involving a possible breach of Data Protection Laws to ensure that, where necessary, appropriate action is taken to mitigate the consequences and prevent a repetition of similar incidents in the future. A breach will occur where, for example, Personal Data is disclosed or made available to unauthorised persons or Personal Data is used in a way that the individual does not expect.
9. SUSPENSION FOR PROHIBITED ACTS
9.1. The Supplier may suspend any User’s access to any or all Subscription Service without notice for:
i. use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement.
ii. use of the Subscription Service in violation of this Agreement or for purposes other than the main application, including any use for which the Subscription Service was not designed.
9.2. The Supplier will provide the Customer with notice of non-payment of any amount due. Unless the full amount has been paid, the Supplier may suspend the Customer's access to any or all of the Subscription Services two (2) days after such notice.
9.3. The Customer will continue to be subject to this Agreement for as long as they have access to a Deriskly account. Upon termination or expiration of this Agreement, the Customer will stop all use of the Subscription Service and Deriskly Content. If the Supplier terminates this Agreement for cause, the Customer will promptly pay all unpaid fees due through the end of the Contract Period. Fees are otherwise non-refundable.
10. INDEMNIFICATION
10.1. The Customer will indemnify, defend, and hold the Supplier and the Supplier's Affiliates harmless, at the Customer's expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against the Supplier (and the Supplier's officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with the Supplier or the Supplier's Affiliates to the extent that such Action is based upon or arises out of:
iii. unauthorised or illegal use of the Subscription Service by the Customer or the Customer's Affiliates,
iv. the Customer's or the Customer's Affiliates' noncompliance with or breach of this Agreement,
v. the Customer's or the Customer's Affiliates' use of Third-Party Products and Services, or (d) the unauthorised use of the Subscription Service by any other person using the Customer's User information.
11. LIMITATION OF LIABILITY
11.1. The Supplier asserts that the Subscription Service is provided with the explicit understanding that it is not intended to replace a compliance officer nor ensure compliance with industry-specific regulations. The Supplier expressly disclaims any liability for ensuring that the Customer’s communications or Derisky’s content comply with any applicable laws, regulations, or industry standards. The Customer is solely responsible for obtaining professional legal advice and verifying the accuracy, legality, and compliance of their content.
11.2. The Supplier makes no warranties or representations regarding its Subscription Service to achieve compliance and shall not be held responsible for any non-compliance issues, legal actions or penalties arising from its use. By using the Subscription Service, the Customer acknowledges and accepts these terms and recognises the Subscription Service’s limitations.
11.3. The Supplier warrants that:
i. the Subscription Service will be provided in a manner consistent with generally accepted industry standards, and
ii. the Supplier will not knowingly introduce any viruses or other forms of malicious code into the Subscription Service.
11.4. The Supplier and the Supplier's Affiliates disclaim all liability with respect to Third-Party Products and Services that the Customer uses. The Supplier's licensors will have no liability of any kind under this Agreement.
11.5. The Customer understands and agrees that absent their Agreement to this limitation of liability, the Supplier would not provide the Subscription Service to the Customer.
12. AMENDMENT; NO WAIVER
12.1. The Supplier may reasonably modify any part or all of the Agreement from time to time. The Supplier will notify the Customer of this revision by email or in-app notification. The revised version will become effective and binding the next business day after this notification. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
13. FORCE MAJEURE
13.1. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
13.2. Except for actions for non-payment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
14. COMPLIANCE WITH LAWS
14.1. The Supplier reserves the right at all times to disclose any information as necessary to comply with any law, regulation, or governmental request.
15. SEVERABILITY
15.1. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement will continue in effect.
16. ENTIRE AGREEMENT
16.1. This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous and contemporaneous Agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
17. ASSIGNMENT
17.1. The Customer will not assign or transfer this Agreement without the Supplier's prior written consent, except that the Customer may assign this Agreement to a successor by reason of merger, reorganisation, sale of all or substantially all of the Customer's assets, change of control or operation of law, provided such successor is not a competitor of the Supplier.
17.2. The Supplier may assign or transfer this Agreement without the Customer’s prior written consent.
18. NO THIRD-PARTY BENEFICIARIES
18.1. Nothing in this Agreement, express or implied, is intended to or will confer upon any third-party person or entity any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
19. AUTHORITY
19.1. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. The Customer further warrants and represents that they have the authority to procure their Affiliates' compliance with the terms of this Agreement.
20. SURVIVAL
20.1. The following sections will survive the expiration or termination of this Agreement: 'Definitions’, ‘Fees’, 'Prohibited and Unauthorized Use', ‘Marketing Materials’, ‘Termination for Cause’, ‘Suspension for Prohibited Acts’, ‘Suspension for Non-Payment’, ‘Effect of Termination or Expiration’, ‘Intellectual Property’, ‘Customer’s Proprietary Rights’, 'Confidentiality’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Miscellaneous’ and ‘Contracting Entity and Applicable Law’.
20.2. Precedence In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order will control, but only as to that Order.
21. NOTICE
21.1. Notice: Notice to the Supplier will be sent to tatiana@deriskly.com and will be deemed delivered as of the date of actual receipt.
21.2. Notices to the Customer will be sent to the Customer's address as provided in the Deriskly Subscription account information for the Customer. The Supplier may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to the Customer by email to the Customer's e-mail address(es) on record in the Supplier's account information for the Customer or through the notifications center of the Subscription Service.
22. GOVERNING LAW
22.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
22.2. If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (Dispute) then, except as expressly provided in this Agreement the Parties shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documentation. On service of the Dispute Notice each party shall nominate a senior member of staff who shall attempt in good faith to resolve the Dispute; and if the parties are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the Parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure.
23. JURISDICTION
23.1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).