Safeguard-Me Terms of Use

1 TERMS OF USE TERMS OF USE (2024) Safeguard-Me
1. DEFINITIONS AND INTERPRETATIONS
1.1 In these Terms the following definitions apply: “Authorised User” those employees, agents and independent contractors of “the Customer” who are authorised by the Customer and/or End User, to use the Service; “Business Day/Hours” Monday to Friday 9am-5pm (GMT); “Customer/You” means the person, Authorised User, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) who uses the Service; “End User” the individual who will be the subject of the Service and user of the Mobile App; “Fees/Subscription Fees” means the monthly charge to the Customer for the use of the Service and as may be varied from time to time in accordance with these Terms “Intellectual Property” all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. “Losses” means all losses, liabilities, damages, costs, expenses whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings, claims and demands; “Privacy Policy” a statement or legal document that discloses some how Safeguard-Me gathers, uses, discloses, and manages Customer’s and End User’s data “Safeguard-Me” About-Me Ltd trading as Safeguard-Me. Registered in the UK (07931007) whose registered office is 4 Grenville Avenue, Broxbourne, England, EN10 7DH “Terms” means these Terms of Use (including any attached appendices); “the Service/the Site” the Subscription service provided to the Customer/End User in the form of a website, web application, mobile website or mobile application related, linked, or otherwise connected thereto

2. AGREEMENT OF TERMS
2.1 These Terms of Use constitute a legally binding agreement made between the Customer (“You”) or “Authorised User”, whether personally or on behalf of the Customer or End User entity and Safeguard-Me (“We/Our/Us”)
2.2 You agree that by accessing the Service and by submitting any personal details, that you accept all of these Terms.
2.3 We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes with any such modification being effective immediately on notification to you.

3. SCOPE OF USE
3.1 The information provided on the Site is intended only to accessed by Authorised Users whilst actively paying a Subscription Fee to Safeguard-Me.
3.2 Safeguard-Me agrees to provide the Services via an SaaS delivery platform accessed through www.Safeguard-Me.co.uk, or via the mobile app.
3.3 When using the site you represent that;
3.3.1 all information submitted is accurate, true, complete and current
3.3.2 You have the legal capacity to be doing so, are over 18 years old and comply to these Terms 3.3.3 You will not access the site through automated or non-human means, such as a script or bot 3.3.4 your use of the site does not violate any applicable law or regulation, meaning you will not access the site for illegal or unauthorised purposes.
3.3.5 You agree to keep your password confidential and will be responsible for all use of your account and password.
3.3.6 You acknowledge that the site may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. You should refer to the third party’s website terms of use and privacy policy prior to entering into any agreement or transaction via any third-party website.
3.3.7 You will not, or grant access to, any individual or organisation to frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Site (as applicable) in any form or media or by any means.
3.3.8 failure to comply with Clause 2 means we have the right to terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

4. HOSTING AND MAINTENANCE 4.1 Safeguard-Me will use commercially reasonable endeavours to make the site available 24 hours a day, seven days a week, except for:
4.1.1 planned maintenance carried out during the maintenance window of days which are not Business Days; and
4.1.2 unscheduled maintenance performed outside used reasonable endeavours to give you at least 6 Business Hours’ notice in advance.
4.1.3 When any update to existing functionality is produced by Safeguard-Me we may roll out the update to you paid all Subscription Fees owing at the date of the roll out of the update.
4.1.4 Any enhancements may be subject to additional payment or payments of an additional/increased fee as agreed between the parties.
4.1.5 We reserve the right to modify or discontinue all or part of the Site without notice at any time with no liability to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
4.1.6 There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

5. OBLIGATIONS
5.1 The Customer shall:
5.1.1 provide Safeguard-Me with access to and use of all information, data and documentation, required for the performance of our obligations under the Terms of Use.
5.1.2 be responsible for any Authorised User’s misuse of the site and/or breach of these Terms of Use 5.1.3 be exclusively responsible for ensuring that You are compliant with any laws and regulations associated with any statutory or regulatory rules and requirements external to these Terms of Use. 5.1.4 obtain and maintain all necessary licences, consents, and permissions necessary for Safeguard-Me, its contractors and agents to perform Our obligations under these Terms of Use.
5.1.5 be solely responsible for your network connections, systems and all related problems, delays, delivery failures and all other associated loss or damage.
5.1.6 You shall own all right,title and interest in and have sole responsibility for the legality, reliability, integrity and accuracy of the data; and any losses of data, programs, breaches of security, viruses and disabling or harmful or otherwise experience.
5.1.7 continue to pay the fees to Safeguard-Me in accordance with the Terms of Use notwithstanding any failure to comply with this clause
5.1 5.2 Safeguard-Me shall:
5.2.1 comply with its Privacy Policy relating to all data uploaded to the Site
5.2.2 not be responsible for any loss, destruction, alteration or disclosure of data caused by any third party except those third parties sub-contracted by Safeguard-Me to perform services related to data maintenance and/or back-up.
5.2.3 In the event of any loss or damage to data, use reasonable commercial endeavours to restore the lost or damaged data.
5.2.4 maintain all necessary licences, consents and permissions necessary for the performance of its obligations under the Terms of Use
5.2.5 not be liable for any failure or delays in carrying out its obligations under the Terms of Use resulting from a delay or to fulfil your responsibilities

6. FEES AND PAYMENT
6.1 You shall pay the Fees to Safeguard-Me in as detailed on the Site and in accordance with the Service provided
6.1.1 If there is any change in the Service we reserve the right to increase the Subscription Fees payable by the you on notice to you.
6.1.2 You shall pay the Fees monthly in advance, each month for a minimum period of 12 months. The Fees shall be payable in pounds sterling; are non-cancellable, non-refundable and exclusive of value added tax
6.1.3 Payment will be taken automatically on the monthly anniversary of the commencement of the Service provision to you.
6.1.4 Safeguard-Me may, without liability, disable your password, account and access to the site if payment is not made in accordance with this clause 6
6.1.5 Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid.

7. DATA
7.1 For the purposes of Data Protection Legislation, the Customer and End User (as the case may be) is the data controller and Safeguard-Me is the data processor.
7.2 We will collate and securely store data that you transmit to the Site for the purpose of managing the performance of the Service, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
7.3 By accessing the Site and transmitting personal and sensitive data you agree to accept and be bound by Our Privacy Policy

8. LIABILITY
8.1 in no event will our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the Service, even if we have been advised of the possibility of such damages.
8.2 notwithstanding anything to the contrary contained herein, Our liability to You for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by You to Safeguard-Me.
8.3 you agree to indemnify Safeguard-Me, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand due to or arising out of:
8.3.1 your contributions;
8.3.2 use of the Site;
8.3.3 breach of these Terms of Use;
8.3.4 any breach of your representations and warranties set forth in these Terms of Use;
8.3.5 your violation of the rights of a third party, including but not limited to Intellectual Property Rights;
8.3.6 any overt harmful act toward any other user of the Site with whom you connected via the Site. 8.3.7 Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

9. CONFIDENTIALITY
9.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to, or otherwise obtained by, the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the business of Disclosing Party or its products or its services which the Receiving Party may obtain.
9.2 The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the obligations of the Receiving Party under the Terms, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 9 shall survive termination of the Terms.

10. TERMINATION
10.1 Without limiting its other rights or remedies, each party may terminate the Terms of Use with immediate effect by giving written notice to the other party if:
10.1.1 the other party commits a material or persistent breach of the Terms of Use and (if such a breach is remediable) fails to remedy that breach within 30 days of receipt of notice in writing of the breach;
10.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
10.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
10.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
10.1.5 the other party (being an individual) is the subject of a bankruptcy petition order;
10.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
10.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
10.1.8 a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
10.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
10.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1.2 to clause 10.1.9 (inclusive);
10.1.11 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or 10.2 Without limiting its other rights or remedies, Safeguard-Me may terminate the Terms of Use with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Terms of Use on the due date for payment

11. CONSEQUENCES OF TERMINATION
11.1 On termination of the Terms of Use for any reason the Customer shall immediately pay to Safeguard-Me all of the outstanding unpaid invoices and,
11.2 in respect of Services supplied but for which no invoice has been submitted, Safeguard-Me shall submit an invoice, which shall be payable by the Customer immediately on receipt;
11.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

12. SEVERANCE
12.1 If a court or any other competent authority finds that any provision (or part of any provision) of the Terms of Use is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Terms of Use shall not be affected.
12.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
12.3 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way. 12.4 A person who is not a party to the Terms of Use shall not have any rights under or in connection with it.