1        Introduction

Thanks for joining RISKUL !

This document describes the Standard Terms of Service [“Terms”] for all services offered by Paramount Safety Management Ltd – 12 Parkside, Consett. Co. Durham. DH8 5XR. United Kingdom.

[“we”, “us”, “our”, “RISKUL”] for the use of the software platform [Service] RISKUL®.

It is intended to supplement and be a part of the agreement [“Agreement”] that RISKUL enters into with each individual party [“Customer”, “you”, “your”, e.g. legal person, a private, non-profit or municipal corporation] before providing services to them.

Throughout this document terms such as ‘personal data’, ‘controller’, ‘processor’, and others, as defined in European Union Regulation 2016/679 [General Data Protection Regulation, “GDPR”], Article 4 are used.

By signing up for our services, or by downloading, installing, or otherwise accessing or using the Services [as defined below], you agree that you have read, understand, and accept the terms and conditions described below and you agree to be bound by these Terms and all policies and guidelines incorporated in the Terms by reference [including Privacy Policy].

If you do not agree to these Terms, you do not have our permission to, and may not use the Services [as defined below] in any way. The Services are offered to you conditional on your acceptance of these Terms.

The headings and captions are inserted in this Agreement for convenience only and shall not be deemed to limit or describe the scope or intent of any provision of this Agreement.

1.1        Modification or Discontinuation of the Service

We may add, modify, or discontinue any feature, functionality, or any other tool, within the Service and / or Sites, at our own discretion and without further notice, however, if we make any material adverse change in the core functionality of the Service, then we will notify you by posting an announcement on the Sites and / or via the Service or by sending you an email.

1.2       No Contingency on Future Releases and Improvements

You hereby acknowledge that your purchase of the Service hereunder is not contingent on the delivery by us of any future release of any functionality or feature, including without limitation, the continuance of: [i] a certain Service beyond its current Subscription Term; or [ii] Third Party Services, or dependent on any public comments we make, orally or in writing, regarding any future functionality or feature.

1.3       Ability to Accept Terms

If you, access and use the Sites and / or the Service, you represent and warrant that you are at least 16 years old. The Sites and / or Service are only intended for individuals aged sixteen [16] years or older. We reserve the right to request proof of age at any stage so that we can verify compliance with this paragraph.

2        License

RISKUL grants to the Customer a non-exclusive, non-transferable license [“License”] to use one or more named services in accordance with the Agreement. For the License to be valid, the Agreement must:

1. explicitly name the services that the Customer is granted usage of, and
2. state any initial [one-off] and / or scheduled recurring fees that the Customer shall pay for the License, and
3. state the date from which the License commences, and
4. state either i] the date at which the License expires or ii] a recurring schedule describing when the License [and all associated commitments on both parties, including payments] is automatically extended for another time period, and
5. be accepted, in writing [including electronic forms], by both parties.

2.1       Account Registration

To register to the Service for the first time, you shall create an account with the Service. By creating an account [“Account”] and registering to the Service you become, either individually or on behalf of your employer or any entity, on behalf of whom you created the Account, a RISKUL customer [the “Customer”]. The first user of the Account is assigned as the Account administrator [the “Admin”].

2.2      Your Registration Information

When creating an Account or when you are added into an Account and creating your user profile [the “User Profile”], you: [i] agree to provide us with accurate, complete, and current registration information about yourself; [ii] acknowledge that it is your responsibility to ensure that your password remains confidential and secure; [iii] agree that you are fully responsible for all activities that occur under your User Profile and password, including any integration or any other use of third party products or services [and associated disclosure of data] in connection with the Service; and [iv] undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile and / or any breach of these Terms. We may assume that any communications we receive under your User Profile have been made by you. Customer will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorized usage of the Account by either you or any other User or third party on your behalf.

2.3      User Verification

You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and / or User Profile. If you or the admin lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or such Admin [as the case may be] any verification we deem necessary before restoring access to or providing information about such Account.

2.4      Other Users

There are several types of Account users, all of whom are defined within the Service and referred to herein as “Authorized Users”, and collectively with the admin, the “Users”. The features and functionalities available to the Users are determined by the respective subscription plan governing such Account, and the privileges of each such Authorized User are assigned and determined by the Account Admin[s].

2.5      Responsibility for Authorized Users

Customer is solely liable and responsible for understanding the settings, privileges, and controls for the Service and for controlling whom Customer permits to become a User and what are the settings and privileges for such User even if those Users are not from Customer’s organization or domain. Further, Customer acknowledges that any action taken by a User of Customer’s Account, is deemed by us as an authorized action by Customer, hence Customer shall have no claim in this regard.

3       Terms of Sale

RISKUL shall send invoice[s] to the Customer in accordance with the payment schedule in the Agreement. Unless otherwise stated, invoicing may happen in advance of the services being delivered and the Customer shall be required to pay within thirty [30] days [“Net 30”] of the date of the invoice [“Payment Period”]. For the avoidance of doubt, the initial invoice shall be issued within fifteen [15] days after the commencement of the License.

If the Customer does not pay an invoice within the Payment Period, RISKUL shall have at its sole discretion the ability to impose on the Customer a finance charge of five percent [5%] per month on amounts unpaid by the Customer on their due date.

3.1       Subscription Term

The service is provided on a subscription bases for the term specified in the agreement or similar in accordance with the respective subscription plan purchased.

3.2      Subscription Fees

In consideration for the provision of the Service [except for Trial Service], Customer shall pay us the applicable fees per the purchased Subscription, as set forth in the applicable Agreement [the “Subscription Fees”]. Unless indicated otherwise, Subscription Fees are stated in GBP. Customer hereby authorizes us, either directly or through our payment processing service, to charge such Subscription Fees via Customer’s selected payment method, upon due date. Unless expressly set forth herein, the Subscription Fees are non-cancellable and non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to Customer if such change may affect Customer’s existing subscriptions upon renewal. In the event of failure to collect the Fees owed by Customer, we may, at our sole discretion [but shall not be obligated to] retry to collect later, and / or suspend or cancel the Account, without notice.

3.3      Taxes

The Subscription Fees are exclusive of any and all taxes [including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.], levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Service hereunder [the “Taxes”], except for Taxes imposed on our income. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us, in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Subscription Fees, payable by Customer.

3.4      Subscription Upgrade

During the Subscription Term, Customer may upgrade its Subscription Plan by either: [i] adding Authorized Users; [ii] upgrading to a higher type of Subscription Plan; [iii] adding add-on features and functionalities; and / or [iv] upgrading to a longer Subscription Term [collectively, “Subscription Upgrades”]. Some Subscription Upgrades or other changes may be considered as a new purchase, hence will restart the Subscription Term and some won’t, as indicated within the Service and / or the Order Form. Upon a Subscription Upgrade, Customer will be billed for the applicable increased amount of Subscription Fees, at our then-current rates [unless indicated otherwise in an Agreement], either: [1] prorated for the remainder of the then-current Subscription Term, or [2] whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by Customer will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by Customer upon the date on which the Subscription Upgrade was made.

3.5      Excessive Usage

We shall have the right, including without limitation where we, at our sole discretion, believe that Customer and / or any of its Users, have misused the Service or otherwise use the Service in an excessive manner compared to the anticipated standard use [at our sole discretion], to offer the Subscription in different pricing and / or impose additional restrictions as for the upload, storage, download and use of the Service, including, without limitation, restrictions on Third Party Services, network traffic and bandwidth, size and / or length of content, quality and / or format of content, sources of content, volume of download time, etc.

3.6      Billing

As part of registering, or submitting billing information, to the Service, Customer agrees to provide us with updated, accurate and complete billing information, and Customer authorizes us [either directly or through our affiliates, subsidiaries or other third parties] to charge, request and collect payment [or otherwise charge, refund or take any other billing actions] from Customer’s payment method or designated banking account, and to make any inquiries that we may consider necessary to validate Customer’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer’s credit card company or banking account [e.g., updated expiry date or card number as may be provided to us by Customer’s credit card company].

3.7       Subscription Renewal

To ensure that Customer will not experience any interruption or loss of services, we will provide an offer for Service continuation based on current or agreed prices [subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term] one month prior to the expiration of the Subscription. If the offer is accepted the current Agreement will be updated to reflect the revised start / end Subscription period and any other content agreed within the updated Subscription Agreement.

3.8      Discounts and Promotions

Unless expressly stated otherwise in a separate legally binding agreement, if Customer received a special discount or other promotional offer, Customer acknowledges that upon renewal of its Subscription, RISKUL will renew such Subscription, at the full applicable Subscription Fee at the time of renewal.

3.9      Trial Service

We may offer, from time to time, part or all of our Services on a free, no-obligation trial version [“Trial Service”]. The term of the Trial Service shall be as communicated to you, within the Service, in an Order Form, unless terminated earlier by either Customer or us, for any reason or for no reason. We reserve the right to modify, cancel and / or limit this Trial Service at any time and without liability or explanation to you.

3.10    Pre-Released Services

Note that we may offer, from time to time, certain Services in an Alpha or Beta versions [the “Pre-Released Services”] and we use best endeavours to identify such Pre-Released Services as such. Pre-Released Services are Services that are still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions and / or not operate as intended and designated, more than usual.

4       Termination

The Agreement may be terminated by either party by giving thirty [30] days written notice to the other party.

Without prejudice to any right or remedy a party may have against the other for breach or non-performance of the Agreement, either party may immediately terminate the Agreement, by giving a notice in writing to the other party, if any of the following events occur:

1. if any party fails to observe or perform any of its obligations and fails to remedy such breach [if capable of being remedied] within thirty [30] days after written notice thereof of the defaulting party by the non-defaulting party specifying the nature of the breach, or
2. if any party becomes insolvent or is wound up or goes into liquidation whether compulsory or voluntarily except for the purpose of a bona fide amalgamation or reconstruction with the consent of the other party, or
3. if RISKUL engages with a subprocessor that the Customer has objected to and the Customer notified its objection to at least fifteen [15] days before the subprocessor engagement commenced [cf. the ‘Subprocessors’ section, below], or
4. if RISKUL unilaterally makes modifications or amendments to the terms of the Agreement and the Customer notified RISKUL of its objection to the changes at least fifteen [15] days before the changes would have taken effect [cf. the ‘Changes to the Agreement’ section, below].

4.1       Effect of Termination of Service

Upon termination or expiration of these Terms, Customer’s Subscription and all rights granted to you hereunder shall terminate. It is Customer’s sole liability to export the Customer Data prior to such termination or expiration. If the Customer did not delete the Customer Data from the Account, we may continue to store and host it until either Customer or we, at our sole discretion, delete such Customer Data. Customer acknowledges the foregoing and its sole responsibility to export and / or delete the Customer Data prior to the termination or expiration of these Terms, and therefore we shall not have any liability either to Customer, nor to any User or third party, in connection thereto. Unless expressly indicated herein otherwise, the termination or expiration of these Terms shall not relieve Customer from its obligation to pay due Subscription Fees.

4.2      Suspension

Without derogating from our termination rights above, we may decide to temporarily suspend the Account and / or a User Profile [including any access thereto] and / or our Service, in the following events: [i] we believe, at our sole discretion, that you or any third party, are using the Service in a manner that may impose a security risk, may cause harm to us or any third party, and/or may raise any liability for us or any third party; [ii] we believe, at our sole discretion, that you or any third party, are using the Service in breach of these Terms or applicable Law; [iii] Customer’s payment obligations, in accordance with these Terms, are or are likely to become, overdue; or [iv] Customer’s or any of its Users’ breach of the Acceptable Use Policy. The afore-mentioned suspension rights are in addition to any remedies that may be available to us in accordance with these Terms and / or applicable Law.

5        Acceptable Use

The Customer may not use the services to create, transmit, display or otherwise make available any content that is unlawful, harmful, threatening, tortuous, defamatory or invasive of another’s privacy – including viruses, worms, exploits and any other destructive code.

The Customer may not modify the services in any way, create derivative versions thereof, reverse assemble, reverse compile, reverse engineer, engage in security tests [stress tests, penetration test or otherwise] of, or make the services available for any use, directly or indirectly, by any other party.

Exceptions to the usage described here may, at RISKUL sole discretion, be allowed [e.g. for security purposes], the details of which must be agreed upon in writing, before such usage commences.

6       Customer Data & Intellectual Property Rights

Both parties acknowledge that the Customer is the sole controller of any content the Customer and its users enters into, uploads or otherwise provides to RISKUL services [“Customer Data”]. No transfer of intellectual property rights or legal responsibilities with regards to Customer Data shall occur, except where stipulated by privacy and data protection legislation, as a result of the Customer’s use of the services.

The Customer acknowledges that RISKUL has a proprietary interest in the services we provide, that all intellectual property rights [including, without limitation, copyrights, design rights, trademarks, registered trademarks, patent applications and patents] in the services shall belong to RISKUL, and that the Customer shall have no right, title or interest in or to RISKUL intellectual property or the services other than the right to use the services in accordance with the Agreement.

Neither party is allowed to make use of the other party’s intellectual property unless specifically agreed in writing.

7        Data Protection & Information Security

In order to protect the security [confidentiality, integrity and availability as they are commonly defined and understood in the information security field] of Customer Data and the systems and services that process it, RISKUL shall assess the related risks [threats, probabilities and consequences] and implement both technical and organizational measures as appropriate [taking assumed costs and effectiveness of the measures into account].

For GDPR purposes, the Agreement constitutes a data processing contract between the Customer as data controller and RISKUL as data processor. The Customer hereby instructs RISKUL to process data as described in the Agreement, for the purpose of providing the services, until the Agreement is terminated, or the License expires.

The Customer is solely responsible for the accuracy, quality and integrity of the Customer Data and for meeting any obligations the Customer as a data controller has regarding the collection and processing of Customer Data under the GDPR, including but not limited to ensuring that the Customer has a legal basis for processing the Customer Data and handling any inquiries from data subjects relating to the Customer Data.

As a data processor, RISKUL shall assist the Customer in meeting the Customer’s obligations as data controller under the GDPR, e.g. providing access to all available information necessary to demonstrate compliance with our obligations as well as facilitating for data subjects to exercise their rights under the GDPR.

RISKUL shall also ensure that personnel authorised to process Customer Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and shall take all measures required to ensure the security while processing data.

In the unfortunate event that a data breach or other security incident relevant to the Customer Data happens, RISKUL shall notify the involved and interested parties, including the relevant supervisory authority. Correspondingly, the Customer shall inform RISKUL, without undue delay, of any incident that may impact the security of the services or the Customer Data.

At the end of the provision of services, RISKUL shall store the Customer Data for a period of ninety [90] days, unless otherwise instructed by the Customer, after which RISKUL shall erase all the Customer Data and all existing copies of it without undue delay.

The Customer acknowledges that RISKUL will act as controller for and process personal data that are being created during the operation of and communication regarding our services. The types of data as well as the purposes and means of processing such data is covered in our Privacy Policy.

8       Subprocessors & Third Parties

The Customer grants to RISKUL a general authorization to engage other processors [“subprocessors”] for the purpose of providing the services in accordance with the Agreement. RISKUL shall only process or transfer Customer Data to subprocessors or third parties as described in the Agreement.

RISKUL shall maintain, and make available to the Customer, a separate document containing a list of the current and intended future subprocessors which are engaged in the processing of data on our behalf for the purpose of providing the services [“Subprocessor List”].

RISKUL shall notify the Customer of any changes to the Subprocessor List at least thirty [30] days before engagement with a new subprocessor is effectuated, giving the Customer an opportunity to object to additions or replacements of subprocessors [see also the ‘Termination’ section, above].

In the event of a merger or an acquisition of RISKUL, we may transfer Customer Data to an involved third party for the purpose of continuity of the provided services, but RISKUL shall only do so after we have ensured [to a reasonable degree of certainty] that the third party will adhere to the terms of the Agreement and has at least the same level of information security as RISKUL.

RISKUL may be compelled to release Customer Data to a third party to comply with law enforcement or other legal requirements that we are subject to. If this situation occurs, RISKUL shall notify the Customer, to the extent permitted by law.

8.1       Third Party Components within our Service

Our Service includes third party codes and libraries that are subject to third party open-source license terms [the “Open-Source Code” and the “Open-Source Terms”, respectively]. Some of such Open-Source Terms determine that to the extent applicable to the respective Open-Source Code licensed thereunder, such terms prevail over any conflicting license terms, including these Terms. We use our best endeavours to identify such Open-Source Code, within our Service, hence we encourage Customer to familiarize itself with such Open-Source Terms. Note that we use best efforts to use only Open-Source Codes that does not impose any obligation or affect the Customer Data or related intellectual property [beyond what is stated in the Open-Source Terms and herein], on an ordinary use of our Service that does not involve any modification, distribution or independent use of such Open-Source Code. Notwithstanding anything to the contrary, we make no warranty or indemnity hereunder with respect to any Open-Source Codes.

9        Miscellaneous Provisions

9.1       Confidentiality

The parties shall hold in strict confidence all provisions of the Agreement and all information furnished by the other party under the Agreement. Any such information shall not be disclosed to any other party without the prior written consent of the party which had originally disclosed such information first being obtained, unless disclosure of such information is necessary for the proper discharge of either party’s rights or obligations under the Agreement and in law. The confidentiality undertakings herein provided shall survive any termination, whether herein envisaged in the Agreement or otherwise.

Unless otherwise specified in the Agreement, RISKUL may refer to the Customer as one of RISKUL’s customers and use the Customer’s logo as part of such reference, provided that RISKUL complies with any trademark usage requirements notified to it by the Customer.

9.2      Force Majeure

In the event of a force majeure event preventing the Customer from utilizing the services for a period not exceeding sixty [60] days, the performance of the parties’ obligations contained herein shall be suspended for a period corresponding to the duration of the force majeure. It is hereby agreed that failure of a party to perform any of its obligation set out in this Agreement in accordance with the terms due to a force majeure event shall not be a breach of its obligations under the Agreement.

If the force majeure event persists for more than sixty [60] days, any question in respect of the continuance, further suspension or determination of the Agreement shall be settled by mutual agreement between the parties of the Agreement.

For the purpose of this clause, force majeure shall mean an event which neither party could have reasonably exercised control of, including but not limited to force majeure acts of God, strikes, lockouts or labour disputes, riots, fire, insurrection, flood, explosions, wars, storms, earthquakes, accidents, acts of public enemy, rebellion, sabotage, vandalism, hostilities, external and internal influences on the web that RISKUL has no control over or compliance with any law, rule, regulation or act of government or governmental agencies.

9.3      Severability & Liability

Should any part or provision of the Agreement be held invalid, unenforceable or in conflict with the law of any relevant jurisdiction, the validity and enforceability of the remaining parts or provisions shall not be affected by such holding. The parties of the Agreement shall undertake to replace such invalidated part, if necessary, by a replacement and non-conflicting term in the same spirit as the original. If any provision of this Agreement is so broad as to be held unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

9.4      Exclusion & limitation of Liability

Neither party shall be liable for any damages suffered by the use of the services. Neither party shall be liable for any non-performance of their obligations under this Agreement to the extent that the non-performance is mandated by applicable law.

Neither party’s maximum aggregate liability arising out of this Agreement or any related agreement between the parties shall in any event exceed the fees paid to RISKUL under the agreements giving rise to the claim during the twelve [12] month period immediately preceding the aggrieved party’s first assertion of any claim against the other, regardless of whether any action or claim is based in contract, misrepresentation, warranty, indemnity, negligence, strict liability or other tort or otherwise.

Both parties agree that these exclusions and limitations apply even if the remedies are insufficient to cover all of the losses or damages of the aggrieved party or its affiliates or fail of their essential purpose and that without these limitations the fee for the services would be significantly higher. Neither party may commence any action or proceeding under this Agreement more than 12 months after the occurrence of the applicable cause of action.

9.5      No Waiver

No failure or delay on the part of either party to exercise any right under the Agreement for any one or more of the breaches shall be construed to prejudice any right for any other or subsequent breaches; nor shall it be construed as a waiver, extension, or forbearance of any other terms, conditions, or covenants of the parties hereunder.

9.6      Notice

We shall use your contact details that we have in our records, in connection with providing you notices. Our contact details for any notices are RISKUL c/o 12 Parkside, Consett. Co. Durham DH85XR UK. You acknowledge notices that we provide you, in connection with these Terms and / or as otherwise related to the Service, shall be provided as follows: via the Service, including by posting on our Sites or posting in your account, text, e-mail, phone, post or courier. You further acknowledge that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed given upon the earlier of: [i] receipt; or [ii] 24 hours of delivery.

9.7       Assignment

These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval, provided that you may assign these Terms to your successor entity or person, resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting rights, except for an assignment to a competitor of RISKUL, and provided that you provide us with prompt written notice of such assignment and the respective assignee agrees, in writing, to assume all of your obligations under these Terms. We may assign our rights and / or obligations hereunder and / or transfer ownership rights and title in the Service to a third party without your consent or prior notice to you. Subject to the foregoing conditions, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

9.8      Inconsistency

Should there be any inconsistency between these Terms and any other agreement entered into by the Parties, the other agreement shall prevail.

9.9      Governing Law & Jurisdiction

The Agreement shall be construed and governed in accordance with the laws of the England and the parties agree to submit to the exclusive jurisdiction and venue of the courts of England and no party shall argue to the contrary.

10     Changes to the Agreement

We may make changes to these Terms of Use from time to time. When we do, the ‘Version’ table will be updated. Modifications are effective upon publication. It is your responsibility to review these Service Terms frequently and to remain informed of any changes to them. The then-current version of these Service Terms will supersede all earlier versions. You agree that your continued use of our Services after such changes have been published will constitute your acceptance of such revised Service Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

The Agreement may be modified or amended by both parties in writing agreeing upon, i] a new Agreement that explicitly supersedes the Agreement or ii] additional terms that apply and that take precedence over this Agreement.