Terms and Conditions of Use

Terms of Use for RockSec Stack360 Managed Services application

RockSec Limited "Company"  

By registering for the RockSec Stack360 cyber security managed services and by accepting these Terms of Use, you agree to be bound by these Terms of Use (the "Agreement") in its entirety and without reservation. As such, this Agreement constitutes a binding legal document between you and the Company.

1. 1. Subject to these Terms of Use, if you do not agree to any of the provisions of this Agreement you should immediately stop using the Company’s Application ("Software") and remove the Software from your end-point device (the "Device").
   2. We reserve the right to amend, modify, update and change any of the terms and conditions of this Agreement from time to time and we will notify you of any such amendment, modification or change by publishing a new version of this Agreement on the Company website. Any modified version of this Agreement will take effect with immediate effect and your continued use of the Software will be deemed to constitute your acceptance of the changes to this Agreement. It remains your responsibility to ensure that you are aware of the correct, current terms and conditions of this Agreement and we advise you to check for updates on a regular basis.

1. 1. The Company hereby grants you the limited, revocable, non-exclusive, non-transferable and non-sub-licensable right to use the Software and all content derived there from, including, but not limited to, the copyright and all other intellectual property rights therein, in connection with the RockSec360 end point protection made available via the Application (the “Services“) in accordance with this Agreement. The Software’s code, structure and organisation are protected by intellectual property rights. You must not:
      1. copy, redistribute, publish, reverse engineer, decompile, disassemble, modify, translate or make any attempt to access the source code to create derivate works of the source code, or otherwise;
      2. sell, assign, sublicense, transfer, distribute or lease the Software;
      3. make the Software available to any third party through a computer network or otherwise.
   2. The terms of this Agreement will govern any upgrades provided by the Company that replace and/or supplement the original Application unless such upgrade is accompanied by a separate agreement in which case the terms of that agreement will govern.
   3. The brand names relating to the Application and any other trademarks, service marks and trade names used by the Company or on its own behalf from time to time (the “Trademarks”) are the trademarks, service marks and trade names of the Company or one of its group companies or its licensors and these entities reserve all rights to such Trademarks.
   4. In addition to the rights in the Trademarks, the Company (or one of its group companies or licensors) owns the rights in all other content, including but not limited to the Software, information, images, pictures, graphics, photographs, animations, videos, music, audio and text available via the Software or the Application (the “Content”) and the Content is protected by copyright or other intellectual property rights.
   5. You hereby acknowledge that by using the Services or the Software you obtain no rights in the Trademarks, the Content, patents, trade secrets and/or any other intellectual property rights in the Software and those are and will remain solely the property of the Company and/or the Company’s licensor and you may only use the same in complete accordance with this Agreement.
   6. You acknowledge and agree that all right, title, and interest to, and all copyrights, patents, trade secrets and/or any other intellectual property rights in the Software are and will remain solely the property of the Company and/or Company’ licensors. Licensee is granted no title or ownership rights in the Software, in whole or in part. You acknowledge that Company considers the Software to contain trade secrets of the Company and/or its licensors. Such trade secrets include, without limitation, the source code version of the Software, the specific design, structure and logic of individual programs, their interactions with other portions of programs, both internal and external, and the programming techniques employed therein.

1. 1. The Company does not collect any personal web browsing information. However, you hereby acknowledge that, access or use of the Software and the Services may involve the collection, use, analysis, and/or dissemination various information about you and your use of the Software and the Services, including activity logs of SaaS services used by you, your devices’ security measures and your devices’ wireless network connectivity logs in order to allow monitoring of service and endpoint threats. You understand, acknowledge, and agree that your access or use of the Software constitute consent to Company’s collection and use of information regarding you and your use of the Software, including without limitation, location information, and networks information in accordance with the terms of the our Privacy Policy which may be found in our website.
   2. You shall use our Application, the Services, the Software in complete accordance with these terms and conditions, as amended from time to time.
   3. The Company shall not be responsible for any telecommunications networks and Internet access services and other consents and permissions required in connection with your use of the Software and the Services. The Company shall not be responsible for any access and service fees necessary to connect to the Application and assume all charges incurred in accessing such systems.
   4. You will not transmit to or in any way, whether directly or indirectly, expose the Company or any of the Company’s online service providers to any harmful or inappropriate material or device.
   5. You shall not use any electronic communication feature of a service on the Application for any purpose that is unlawful, tortuous, abusive and intrusive on another’s privacy, harassing, libellous, defamatory, embarrassing, obscene, threatening or hateful.
   6. Client shall not modify, create any derivative work of, or incorporate any other software into the computer software programs or any portion thereof with the exception of allowing automatic updates to commence or confirming the installation of an automatically scheduled update or fully supported software for which client has purchased technical support and has scheduled such installation with Company.       Programs must be installed by a Company technician or software technical support with a Company technician assisting. Company shall not be responsible for maintenance of or for repair of errors or malfunctions occasioned by any installation, modification or enhancement to the Programs made by Client or by anyone other than Company unless Company has agreed.

1. 1. Company provides email-based technical support, in accordance with your product plan. Email success@rocksec360.com. 
   2. If you encounter any problem with the Software, please contact Company as soon as the problem emerges, using email-based support as above, and provide all relevant information.

1. 1. You hereby acknowledge and agree that Company may, from time to time, update the Software at its sole discretion without notice. Such Software update includes any update, new release, patches, bug fixes, modifications, revisions, and other improvements to the Software.

1. 1. You agree that you are free to choose whether to use the Services and do so at your sole option, discretion, and risk.
   2. You confirm that the Company shall not be liable to you or any third party for any modification to, suspension of or discontinuance of the Software or the Services.
   3. Company shall not be liable to Client or any of its affiliates for any damages, whether incidental, direct, indirect, special, consequential or punitive damages arising out of service or equipment provided hereunder, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, or loss to person or property, costs of substitute equipment or other costs even if Company has been advised of the possibility of such damages. Regardless of the form of action, Company cumulative liability shall be only for loss or damage directly attributable to negligence of a Company employee or contractor, for the cost of restoring the network to its condition prior to the negligence, but not to exceed the monthly fee paid for the Service or Application. If a collection action is initiated by either party or if Company has to defend any action by Client, Company is entitled to its reasonable legal fees and expenses to be paid by Client.
   4. Implied Warranties are expressly disclaimed by Company. A Company contractor is a technician or contractor who operates on behalf of Company, is paid by Company and has access to Company service ticket management system for making time entries and charges for their work.       Company is not responsible for the acts of other technicians, contractors or consultants providing service to Client not under its control and direction. If Client purchases equipment from Company it understands and agrees that it will look to the manufacturer for all remedies and warranties and agrees that Company is not responsible for functioning of the equipment and has not made any express or implied warranties. Company shall not be liable for any claim or demand against the Client by any third party on account of errors or omissions performed hereunder.
   5. Neither party shall be liable for any failure of or delay in performance of its obligations under this Agreement to the extent such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of God, acts of a public enemy, pandemics, fires, floods, wars, civil disturbances, sabotage, accidents, insurrections, terrorism, blockades, embargoes, storms, explosions, labour disputes (whether or not the employees' demands are reasonable and within the party's power to satisfy), acts of any governmental body, failure or delay of third parties or governmental bodies from whom approvals, authorisations, licenses, franchises or permits must be obtained, or inability to obtain labour, materials, equipment, or transportation or illness of Company’s technical staff (collectively referred to herein as "Force Majeure"). Each party shall use reasonable efforts to minimise the duration and consequences of any failure of or delay in performance resulting from a Force Majeure event.

1. 1. In consideration of the Services, you shall pay the Company all fees set out in the sales order form or as displayed on the Company’s website, in accordance with the payment terms set forth therein.  Such shall apply with respect to the Initial Term.  Unless otherwise agreed upon by the Company current standard fees will apply to any Renewal Term. Overdue amounts shall bear interest at a monthly rate of 1.5%, compounded daily.
   2. All subscription fees, whether monthly or annual, are payable in advance prior to the provision of any products or services.
   3. Payments can be made via credit card, bank transfer, or any other method agreed upon in writing between the Company and the Customer. The Customer authorises the Company to charge the provided payment method for the subscription fees in advance of each billing period.
   4. Each invoice issued to you will be due and payable in full to Company within seven (7) days of the invoice date.  You acknowledge and agree that no refunds or credits will be made or given, including in the event that you do not use the Services during any particular billing period (or part thereof). 
   5. All payments made under this Agreement are non-refundable.
   6. The fees exclude, and you shall be responsible for and pay, all sales, use, value added and similar taxes as required by applicable law, unless otherwise indicated by the Company.  You shall make payment of all amounts due to Company without withholding or deduction of any taxes or other government charges, except as required by law.
   7. The Company reserves the right to change the fees for products and services at any time. Any changes to the fees will be communicated to the Customer at least 14 days in advance.
   8. Continued use of the products or services after the fee change takes effect constitutes acceptance of the new fees.

1. 1. This Agreement shall come into force immediately upon your completion of the registration onboarding process with the Company or upon using the Services or Application, whichever is earlier, and shall continue in force for a period of 1 month (or such other initial term agreed in writing) (the "Initial Term"). Thereafter, the Initial Term shall automatically renew for subsequent monthly periods (or such other term agreed in writing) (each a "Renewal Term") at the then current fees as displayed on the Company’s website, unless terminated in accordance with the terms below.
   2. You may terminate this Agreement at the end of the Initial Term or the then current Renewal Term by providing us with a written notice of your intent not to renew, prior to the end of the Initial Term or the then current Renewal Term.
   3. The Company reserves the right to suspend the operation of the Service or Application or any part thereof upon its sole discretion without giving notice of suspension to you.
   4. The Company may stop providing the Services or Application, and may terminate use of it at any time upon its sole discretion without giving notice of termination to you. Upon any termination, (a) the rights granted to you in this Agreement will end; (b) you shall stop using the Services or Application, and (if needed) delete it from your Device.

1. This Agreement and the relationship between the parties shall be governed by, and interpreted in accordance with, the applicable laws of England and Wales.
2. Any dispute between the parties which is related to this Agreement or the Application shall be brought exclusively to the courts of England and Wales.

1. If any part of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of this Agreement and shall not affect the validity and enforceability of any of the remaining provisions of this Agreement. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
2. No waiver by us of any terms of this Agreement shall be construed as a waiver of any preceding or succeeding breach of any terms of this Agreement.
3. Unless otherwise expressly stated, nothing in this Agreement shall create or confer any rights or any other benefits to third parties.
4. Nothing in this Agreement shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship, or any other form of joint enterprise between you and the Company.
5. The Company may from time to time use your logo or company name for marketing purposes.
6. This Agreement contains the entire agreement between the Company and you relating to your use of the Software and the Services and supersedes any and all prior agreement between the Company and you in relation to the same.
7. The Company reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, in the event of a reorganisation of the corporate group in which the Company exists or in the event of a merger, sale of assets or other similar corporate transaction in which the Company may be involved in.
8. You may not transfer, assign, sublicense or pledge in any manner whatsoever any of your rights or obligations under this Agreement.

Last revision date: September 2023