incorporated and registered in England and Wales with company number
06452722 whose registered office is at 58 Southwark Bridge Road, London
SE1 0AS (“Priority One” or “we”) provide the Service to you the Client (“you” or
“the Client”), being the company identified as the Client in the Order Form.
In this agreement We/we and You/you shall be “Party” and collectively
“Parties”. We/we, You/you, our and your shall be construed accordingly.
Addendum means a document signed by the Parties, under which we amend
aspects of this Agreement. Any Addendum shall be co-terminous with and
subject to the provisions of this Agreement;
Affiliates means in relation to any company: (a) any subsidiary or holding
company of such company or any subsidiary of such holding company; or (b)
any other entity controlling or controlled by such company;
Agreement means collectively the Order Form, the Schedule and these
Effective Date means the earlier of the effective date specified in your
Order Form or first access to the Service;
Fees means the amounts payable by you as specified in your Order Form
(and any Addendum);
Initial Term has the meaning given to it in your Order Form;
Intellectual Property means patents, trade marks, service marks, trade
names (including internet domain names and e-mail address names),
copyrights, authors rights, moral rights, know-how, rights in look and feel,
database rights, rights in designs and inventions and all or any similar or
equivalent rights arising or subsisting in any jurisdiction, whether or not any
of the foregoing are registered, including without limitation the right to apply
for registrations, renewals or extensions in respect of any of the foregoing;
Locations means the locations specified in your Order Form (or any
Addendum) at which Users shall be entitled to use the Service;
Schedule means the Schedule forming part of this Agreement setting out
details of the Services, each Service description, Fees and Service Levels
and any other matters specific to the Services;
Service or Services means the service or services set out in the Schedule
which we make available to you;
Order Form means a document signed by you under which you order the
Renewal Period has the meaning given to it in the Order Form;
Term means the Initial Term and any subsequent Renewal Period or either of
them as the context so requires;
User(s) means you and/or those of your individual employees, agents or
contractors who have been authorised to access the Services;
User Conditions means the terms and conditions which each User must
strictly observe when accessing any of the Services.
You means any natural person or legal entity specified on the Order Form
subscribing to the Service provided under this Agreement on behalf of itself
and/or the Users and ‘your’ shall be construed accordingly.
2. Grant of Rights
(a) In consideration of the payment of the Fees by you, we grant to you a
non-exclusive, non-transferable right to access and use the Services solely
for your internal business purposes for the duration of the Term, subject
always to the limitations set out in this Agreement.
(b) You acknowledge and agree that you shall use (and shall ensure that
Users use) the Services only in accordance with the terms of this
Agreement and all applicable laws and regulations.
3. Extent of Rights
(a) The rights granted to you to the Services is for use by your Users only.
(b) You shall put appropriate security measures in place throughout the
term of this Agreement to safeguard the integrity of your systems and
only Users shall have access to the Services.
4. Registrations. You shall be required to provide us with a list of the
individuals you wish to designate as Users. This information shall comprise
the following: name; current working location and e-mail address
(“Registration Information”). Prior to providing such Registration Information,
you shall ensure that you have obtained such consents from the designated
Users as are necessary to ensure compliance with applicable data protection
legislation. You shall ensure that the Registration Information in respect of
each User is updated at appropriate times throughout the Term.
5 Restrictions on Use: Except as specifically authorised by us, you shall not
do the following and shall procure that Users do not do the following:
(i) directly or indirectly grant anyone that is not a designated User access to
(ii) license, sub license, make available, sell, rent, lease, transfer, assign,
distribute, disclose, or otherwise commercially exploit, or attempt to do the
same, the Services or make any of the Services available to any third party
(iii) modify or attempt to modify any part of the Services;
(iv) decompile, investigate, interrogate, copy, reverse engineer or otherwise
interfere with or gain further access to any software used in the provision of
the Services; and
(v) create a service or any product that competes with any of the Services.
6. User Conditions. Use of the Services by Users will at all times be subject
their behalf and shall keep passwords and access codes confidential and
shall not disclose the same. User passwords or access codes may
not be reassigned other than by us. When a User is terminated from
employment, re-assigned or is otherwise no longer to be granted access to
the Services, you shall notify us immediately in writing so that we can
disable the corresponding User password and access codes. You shall be
fully responsible for all activities resulting from access to or use of the
Service, through User passwords and access codes assigned to the Users or
any other means by which you access the Service. We shall have a right on a
quarterly basis to audit the User list and access granted to ensure
compliance with this Agreement.
7. Fees. You shall pay the Fees set out in your Order Form (and any
Addendum). Invoices will be issued on the 1st of every month (or on the
following business day if the 1st is not a business day) for the Service to
be provided in the following month. All amounts due from you under this
Agreement are due and payable thirty (30) calendar days from the date of a
corresponding invoice and are exclusive of any sales, value added or other
taxes or duties which, if payable, shall be paid by you. If payments are made
by direct debit, it is due on the 1st of every month, for Service to be provided
in that month. All payments shall be made by cheque or bank transfer to an
account nominated by us. We reserve the right to charge you interest on the
late payment of any sum due at a rate of one per cent (1%) per month until
such outstanding sum is settled in full. The order quantity will reflect the
number of computers that are monitored by the Service on the date of
invoice issue and the monthly fee will be adjusted in accordance with this.
8. Warranties. We warrant as follows:
(a) the Service has two aspects (i) the first is “Active Checks” which connects
to your security tools via API; we warrant that the Active Checks part of
the Service will report the data into the dashboard accurately as long as
the security tools’ APIs are functioning properly; and (ii) the second is
“Operational Checks” where we warrant that the Service will record and
display the “Operational Checks” data accurately; and
(b) the Service will comply in all material respects with the Service
We do not warrant that the Services will be uninterrupted or error free.
Further, we do not warrant that any of the tools, applications or programs
forming part of your security tools that were not supplied by us will operate
in accordance with their respective service descriptions. Any claims in
respect of any such tools, applications or programs should be made directly
to the provider. In the event of a claim under the warranties, we shall have
the option to either modify or replace the Service. In the event that we fail
to modify or replace the Service within a reasonable period you shall be
entitled to terminate the Agreement and we shall return any Fees paid by
you in respect of any period of time during which the Service failed to meet
9. Limitation of Liability and Disclaimer of Other Warranties.
(a) The warranties given in clause 8 above represents the sole warranties
given in respect of the Services and to the extent permitted by law, all other
warranties (whether express or implied) in respect of the Services are hereby
excluded. We hereby exclude any liability in respect of your reliance on any
warranty other than as set out in clause 8 above.
(b) In no event shall we be liable for any loss of business, loss of data, loss
of revenue, or any interruption to any of the above or for any indirect or
consequential loss or loss of profit arising out of or in connection with this
agreement or its termination.
(a) By you: You agree to defend, indemnify and hold harmless us and our
officers, directors, employees and agents from and against any liability,
damage, loss or cost arising out of or related to any unauthorised use of the
Service or breach of the provisions of this Agreement by you or any User. You
shall have the reasonable right to control the defence and settlement of any
such claim, lawsuit or proceeding provided that you shall not settle any claim
or action in a manner that would impose any obligation on us without our
prior written consent (which shall not be unreasonably withheld or delayed).
(b) By us: We agrees to defend, indemnify and hold harmless you and your
officers, directors and Users from and against any liability, damage, loss or
cost incurred by you or any User as a result of any third party claim or action
that permitted use of the Services infringes that party’s Intellectual Property
rights. We shall have the right to control the defence and settlement of any
such claim, lawsuit or proceeding provided that we shall not settle any such
claim, lawsuit or proceeding which would impose any obligation on you
without your prior written consent (which shall not be unreasonably withheld
or delayed). The foregoing states the entire liability to you or any other
Indemnified Party with respect to Intellectual Property right infringement.
11. Term. Unless otherwise agreed in the Order Form or terminated in accordance
with this Agreement, we shall provide the Services to you on and from the
Effective Date specified on your Order Form until the end of the Initial Term.
During the first 30 days of the term, you shall have the right to cancel the Service
without liability for payment, such cancellation to be given in writing and to be
received by us within 30 days of the Effective Date. If no such cancellation is
received within such period, the Service shall continue for the Initial Term and
shall be deemed to have started on (and payment shall be due from) the Effective
Date. Thereafter (unless otherwise terminated in accordance with this
Agreement), your subscription to the Services shall automatically continue in
force for successive Renewal Periods unless written notice terminating this
Agreement is given by either party not less than 1 month before the end of the
Initial Term or any subsequent Renewal Period as applicable.
12. Termination of User Access Rights. Please note that we may (without
terminating this Agreement), suspend or terminate User access to the Services
(or any part of them) at any time during the life of this Agreement if we discover a
13. Termination of Agreement
(a) Either party may terminate this Agreement immediately in the event of
a material breach by the other party if such breach remains uncured for a period
of fifteen (15) calendar days following written notification to the party in breach.
Notwithstanding the foregoing, we may terminate the Agreement immediately
upon discovery of any wilful or reckless breach of the provisions of this
Agreement. We also reserves the right to terminate this Agreement in the event
that you (i) become insolvent; (ii) fail to pay your debts as they fall due; (iii) make a
general assignment for the benefit of creditors; or (iv) you or any of the Users
becomes subject to sanctions that would lawfully prevent you from receiving the
(b) Upon expiration or any termination of this Agreement the rights granted under
it shall cease and you shall, at our request, return or certify that that you have
destroyed all copies or materials related to the Services and that you no longer
have any way of receiving the Services. Notwithstanding the foregoing, you shall
be permitted to retain such copies of information related to receipt of the Services
as are necessary for your internal compliance procedures or as may be required by
any law, court or regulatory authority.
(c) The rights and obligations under clauses 9, 10 and 14 together with any
payments obligations accrued prior to expiration or termination, shall survive the
termination or expiration of this Agreement.
time to reflect changes in law or technology or our changing operational
requirements. We shall provide you with prior written notification (whether or not
by electronic means) of any material change. In the event of any material change
that impacts your ability to receive the Services, you shall have thirty (30) days to
notify us of your non acceptance of such change and the agreement shall
terminate upon the expiration of such thirty (30) day period.
You shall have no right to object to any non-material changes and in the case
shall be available on our website at www. ). Continued use of the Services by
you or any User shall constitute acceptance of any new or modified version of
(b) Confidentiality: Each party shall maintain the confidentiality of the
other party’s proprietary information during the Term and for three (3)
years after the date of the last disclosure. These confidentiality obligations
shall not apply to information: (i) lawfully in the public domain; (ii) lawfully
possessed by the recipient before disclosure by the other party; (iii) lawfully
disclosed to a party by a third party without obligation of confidentiality; (iv)
independently developed by a party without reference to the other party’s
proprietary information; or (v) whose disclosure is compelled by a court or
other competent authority (provided in such case that the compelled party
makes reasonable efforts to help the disclosing party oppose or limit such
(c) Severability: If any provision in this Agreement is held to be invalid or
unenforceable, it shall be reconstrued to reflect as closely as possible, its
original intention, but all the remaining provisions shall remain in full force
(d) Assignment: Neither party may assign, transfer, declare a trust over the
benefit of or otherwise dispose of this Agreement without the other party’s
written consent, which shall not be unreasonably withheld or delayed,
except that we may assign this Agreement to any Affiliate or successor in
interest, or in connection with a merger, consolidation, sale of all or
substantially all of its assets, change of name or like event.
(e) Amendments; Waiver: Save as expressly provided herein, amendments to
this Agreement must be in writing and signed by authorised representatives
of both parties. Neither course of conduct nor trade practice shall be taken to
modify any provision of this Agreement. Any failure to enforce strict
performance of any provision of this Agreement shall not prevent us from
subsequently doing so. No provision of this Agreement may be waived
except in writing signed by the party against whom enforcement of the
waiver is sought.
(together with any Addendum) constitute the entire and only agreement
between you and us in relation to their subject matter and you acknowledge
you have not been given or relied on any representation or other statement
whatsoever other than those set out therein.
(g) Force Majeure: We shall not be in breach of this Agreement or otherwise
liable to you for any delay in performance or non-performance under this
Agreement if such delay is due to any event or circumstance beyond its
reasonable control including acts of God or nature, failure or shortage of
power supplies, acts or omissions of government or other authorities or
any telecommunications carrier, operator or administration or Internet
service provider, war, act of terrorism, riot, trade dispute, lock-out or
labour disturbance (each a “Force Majeure Event”). If any Force Majeure
Event continues for a period of one calendar month, then either party may
terminate this Agreement with immediate effect.
(h) Equitable Relief: Both parties agree that monetary damages alone might
not be a sufficient remedy for any breach of this Agreement and
acknowledge that an aggrieved party shall be entitled to seek injunctive
relief as a remedy for any breach. Such remedy will not be deemed to be the
exclusive remedy for any breach of this Agreement but shall be in addition to
all other remedies available at law or in equity to the aggrieved party.
(i) Notices: Each party may communicate with each other and send notices
under this Agreement to the other party in the normal course of business
using the address details specified in your Order Form (including, for the
avoidance of doubt, any email address specified). Any communication or
notice under clause 14 shall be in writing and shall be delivered personally or
sent by pre-paid first class post (air mail if posted to or from a place outside
the United Kingdom), or by signed for courier to the company secretary of
the recipient of the communication or notice.
(j) Applicable Law; Venue: This Agreement and any disputes or claims arising
out of or in connection with it or its subject matter or formation (including
non-contractual disputes or claims) are governed by and construed in
accordance with, the law of England. The parties irrevocably agree that
English courts have exclusive jurisdiction to settle any dispute or claim that
arises out of or in connection with this agreement or its subject matter or
formation (including non-contractual disputes or claims).