Service Agreement
Between:
(1) Net Defenders LTD with registered office at 47 High Street, Maidenhead, SL6 1JT and registered number 13292586 (“NetDefenders”); and
(2) The Customer as identified in the Order (“Customer”).
Background
A. NetDefenders has developed certain vulnerability scanner software products available to customers on a SaaS basis, facilitating the identification of cyber security weaknesses in digital infrastructure.
B. The Customer intends to utilize NetDefenders’s services for its internal business operations.
C. NetDefenders has agreed to provide, and the Customer has agreed to procure and remunerate for, NetDefenders’s services under the terms and conditions herein.
1 Definitions
1.1 For the purposes of this Agreement:
“Agreement” refers to these terms and conditions together with the Order, schedules, annexes, and all other referenced documents;
“Business Day” denotes any day excluding Saturdays, Sundays, and bank or public holidays in England;
“Confidential Information” encompasses the contents of this Agreement and, concerning either Party, all non-publicly available information in any form or medium, including but not limited to commercial, financial, marketing, or technical data;
“Customer User” denotes any employee, agent, contractor, and/or consultant of the Customer utilizing the Services;
“Effective Date” marks the date of NetDefenders’s acceptance of the Order;
“End Customers” refers to the Customer’s end customers on whose behalf the Customer may utilize the Services;
“Fees” pertain to the fees for Services as specified in the relevant Plan;
“Force Majeure” encompasses events beyond a Party’s reasonable control affecting its ability to fulfill obligations under this Agreement;
“Intellectual Property Rights” include patents, copyrights, trademarks, trade secrets, and other intellectual property protections;
“NetDefenders Portal” signifies the online portal for managing Orders;
“Order” designates the specific service order accepted by NetDefenders;
“Party” or “Parties” represent NetDefenders and/or the Customer as the context necessitates;
“Plan” refers to the available service plans (Basic, Advanced, or Enterprise), including specified Hosts, Fees, and Term;
“Services” allude to the services provided by NetDefenders as per this Agreement;
“Host” signifies an individual computer system identified by its unique identifier;
“Term” indicates the period specified in the Plan or Order;
“Weakness” refers to vulnerabilities undermining Host security or data integrity;
“Year” signifies a 12-month period from the commencement date.
1.2 Drafting Conventions
(a) Headings are for convenience and do not affect interpretation;
(b) Singular terms encompass the plural and vice versa, and gender-specific terms include all genders;
(c) The terms “other,” “including,” and “in particular” broaden preceding words;
(d) References to clauses pertain to clauses in these Terms and Conditions unless stated otherwise.
2 The Service
2.1 NetDefenders will provide Services upon acceptance of an Order, receipt of Fees, and adherence to Plan and Agreement terms.
2.2 The Customer may utilize Services for internal business purposes and for serving End Customers as per the Plan.
2.3 The Customer may not grant direct access to End Customers and must ensure authorized access to the Services by its personnel only.
2.4 The Customer is accountable for Service access and usage facilitated through its account and Customer Users.
2.5 NetDefenders may process personal data on the Customer’s behalf, with both Parties adhering to Schedule 1 – Data Processing Agreement terms.
3 Customer Systems And Responsibilities
3.1 The Customer shall fulfill its responsibilities outlined herein for NetDefenders to deliver Services.
3.2 The Customer permits NetDefenders access to its systems and networks for specified purposes.
3.3 The Customer ensures necessary permissions for Service provision, including compliance with local laws.
3.4 The Customer is responsible for Service use compliance outside the UK.
3.5 The Customer must refrain from unauthorized actions detailed in this Agreement.
4 Security And Disclaimers
4.1 NetDefenders employs penetration testing techniques to identify Weaknesses, with no liability for temporary increases in system load.
4.2 NetDefenders safeguards against exacerbating or enabling Weaknesses.
4.3 Services may not identify all system Weaknesses, with NetDefenders disclaiming liability for unidentified Weaknesses.
4.4 NetDefenders disclaims responsibility for damage resulting from Service use or unidentified Weaknesses.
5 Intellectual Property
5.1 NetDefenders owns Intellectual Property Rights related to the Services.
5.2 This Agreement does not transfer Intellectual Property Rights to the Customer.
6 Fees
6.1 The Customer must pay Fees in full and on time.
6.2 Fees exclude applicable taxes and duties.
6.3 Late payments may result in Service suspension and interest charges.
6.4 NetDefenders reserves the right to adjust Fees, notifying the Customer accordingly.
6.5 Fee changes take