usecure Partner Agreement
1. Overview
By using the usecure uService platform you are accepting and agreeing to the terms and conditions set out in this Partner Agreement (Partner Agreement), as well as usecure Ltd (“usecure”) SaaS Agreement (Available from usecure or Partner Site) as updated or amended from time to time in which are incorporated into this Partner Agreement by reference.
If you are agreeing to this Partner Agreement not as an individual but on behalf of your company, or organisation, then you agree and acknowledge that you are binding your organisation to this Partner Agreement, and that you are fully authorised to do so.
usecure may update or modify this Partner Agreement from time to time in its sole discretion. Notwithstanding any updates or modifications urgently required by law, these changes will become effective on the anniversary of the Partner agreement.
All updates and modifications to this Partner Agreement will be notified to you through the uService application at which point you will be given the option to accept the changes here within.
This agreement (the “Agreement”) is entered into (Effective Date) which is the date the partner begins using the uService platform, between:
(1) USECURE LIMITED, a company incorporated in England and Wales under number 10113345 whose registered office is at Holyoake House, Hanover Street, Manchester, M4 4AH; (“usecure”) and
(2) (“Partner”)
Each, usecure and the Partner being a party and together usecure and the Partner are the parties).
The Partner shall serve as a non-exclusive Partner of usecures Security Awareness, Simulated Phishing and Compliance solutions.
Once you have been accepted to, and as long as you remain part of the Programme, you will receive access to the applicable benefits of the Programme, as modified or updated by usecure from time to time, including:
- Sales Rights - A non-transferable right and licence during the term of this agreement in the Territory, to market, and sell usecure Software and Solutions and to identify itself as a “usecure Partner”
- usecure Account Manager - each Partner will receive support from a usecure Account Manager.
- Partner Buy Price – Up-to-date pricing for usecure Software and Solutions will be made available.
- NFR License – Access to a usecure demo account of internal use and the purpose of demonstration to prospects.
- System Developments – All Partners will be kept up-to-date on developments via the Intercom service.
- Availability of marketing materials - usecure will provide a range of Product Data Sheets, -Whitepapers and web related content to help market the product which will be made available and updated in the Help Centre.
- Ongoing training - usecure will provide Partner training to help Partners familiarise themselves with the operation of the usecure.
- Sales Support - Support for Product trials and demonstrations will be provided. This will be predominantly delivered via online. Onsite assistance by usecure staff must be agreed with usecure in advance.
Access to usecure Support - Support will be made available via the Help Centre and online chat service.
Once you have been accepted to, and as long as you remain part of the Programme, you will receive access to the applicable benefits of the Programme, as modified or updated by usecure from time to time, including:
- Sales Rights - A non-transferable right and licence during the term of this agreement in the Territory, to market, and sell usecure Software and Solutions and to identify itself as a “usecure Partner”
- usecure Account Manager - each Partner will receive support from a usecure Account Manager.
- Partner Buy Price – Up-to-date pricing for usecure Software and Solutions will be made available.
- NFR License – Access to a usecure demo account of internal use and the purpose of demonstration to prospects.
- System Developments – All Partners will be kept up-to-date on developments via the Intercom service.
- Availability of marketing materials - usecure will provide a range of Product Data Sheets, -Whitepapers and web related content to help market the product which will be made available and updated in the Help Centre.
- Ongoing training - usecure will provide Partner training to help Partners familiarise themselves with the operation of the usecure.
- Sales Support - Support for Product trials and demonstrations will be provided. This will be predominantly delivered via online. Onsite assistance by usecure staff must be agreed with usecure in advance.
Access to usecure Support - Support will be made available via the Help Centre and online chat service.
To maintain your status as an usecure Partner you agree to:
- Promote usecure - Actively promote usecure Software and Solutions to existing and potential clients within the Territory. In the event that the Partner is white labelling the usecure service then the promotion of the Partners own service will fall within this.
- Register Deals - To register potential Deals with usecure in the uService platform.
- Keep Pricing Confidential - Not to publish a price list of usecure Software and Solutions or share pricing of usecure Software and Solutions with others except clients, potential clients or Partners resellers.
- Good Faith - Otherwise act in good faith and fair dealing in the promotion, negotiation with prospects, offering and use of the usecure.
This Partner Agreement is effective immediately upon you using the uService platform without limitation.
To maintain your status as a usecure Partner you agree to:
This Partner Agreement remains in force until:
- This Partner Agreement is superseded by usecure at any time effective upon the online publication of updated or modified terms – notice of relevant material updates and modifications to this Agreement will be communicated to you via email, at the email address on record.
- This Partner Agreement is terminated by either party for any reason by providing three months’ notice in writing to the other party.
- This Partner Agreement is terminated by either party, with immediate effect upon written notice being provided to the other party, for that other party’s material breach of any of the terms of this Partner Agreement and fail to cure such breach within 30 days of the written notice.
- Partner is subject to a winding up or administration order or becomes bankrupt or insolvent or loses control over all or substantially all of its business.
- If this Partner Agreement is terminated for any reason, you will no longer be able to participate in, or receive the benefits of the Partner Programme.
- For the avoidance of doubt, notwithstanding the termination of this Partner Agreement, usecure’s SaaS Agreement (Available from usecure Site) will continue to apply to your use of the Service that usecure may make available to you as a non-Partner, and the following sections of this Partner Agreement will survive any such termination: “Applicability of usecure SaaS Agreement”, “Relationship of Parties” and “Indemnity”.
The Partner agrees to adhere to the usecure subscription and payment terms set out in usecure’s SaaS Agreement (Available within usecure system or Partner Portal) updated or amended from time to time.
Partners are responsible for the payment of all taxes and duties on sales of usecure Software and Solutions.
Distribution Partner payments are made through direct bank transfer following an invoice from usecure.
MSP Partner Payments for sales of usecure Software and Solutions are due immediately from invoice through Stripe payment in the uService portal. It is the responsibility of the partner to ensure that the uService payment details are kept up to date in a timely manner.
For the avoidance of doubt, usecure will continue to provide service and support for prepaid sales of usecure Software and Solutions, should the Partner agreement be terminated.
This Partner Agreement applies in addition to, and should be read in conjunction with, usecure’s SaaS Agreement (Available from usecure), which are incorporated in this Partner Agreement by reference to the extent applicable and which govern matters in relation to your dealings with usecure, including limitations on liability, indemnification, intellectual property, and governing law.
You acknowledge and agree that all access (including by Invited Users, as defined in usecure’s SaaS Agreement (Available from usecure) to usecure’s services will be subject tou’s the SaaS Agreement usecure’s SaaS Agreement (Available from usecure).
In the event of any inconsistency between this Partner Agreement and usecure’s SaaS Agreement (Available from usecure), the usecure’s SaaS Agreement (Available from usecure or Partner Site) will take priority.
No agency, Partnership, joint venture or employment is created between usecure and You as a result of this Partner Agreement. You are not authorised to create any obligation, express or implied, on behalf of usecure.
You agree to indemnify usecure against any and all claims, costs, damages and/or loss that usecure may sustain or incur, as a result of any claim by a third party, including your clients and any usecure users, arising from:
a) your acts or omissions including, but not limited to, your provision of professional services, implementation support, or other products or services,
b) your breach of this Partner Agreement.
Partner agrees to have in force and maintain with a reputable insurance company a Professional Indemnity insurance policy.
usecure and its suppliers retain the ownership of all rights, title and interest in and to any usecure software, designs, logic, processes, documentation, trademarks, copyrights and other proprietary rights. The Partner shall acquire no rights except as expressly set out in this Agreement.
As part of this agreement, the Partner is granted a non-transferable right to use the usecure trademark within the Territory in accordance with instructions from usecure.
14.1
Each party agrees that it may use the other party’s Confidential Information only in the performance of its rights and obligations under this Agreement and that it shall not disclose the other party’s confidential information except in accordance with this clause 13.
14.2
Each party may disclose the other party’s Confidential Information to those of its employees, officers, advisers, agents or representatives who need to know the other party’s confidential information in order to perform the disclosing party’s rights and obligations under this Agreement provided that the disclosing party shall ensure that each of its employees, officers, advisers, agents or representatives to whom confidential information is disclosed is aware of its confidential nature and complies with this clause 13 as if it were a party.
14.3
Each party may disclose any Confidential Information required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction.
14.4
The Client may use Deliverables derived from the Platform and share them with any holding company or subsidiary of the Client (as defined by Section 1159 of the Companies Act 2006). Clients will not share such Deliverables with third parties without the written consent of usecure, such consent not to be unreasonably withheld.
These Terms, together with the usecure Privacy Policy and the usecure SaaS Agreement and any other notices or instructions given to You under this usecure Partner Agreement supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitutes the entire agreement between You and usecure relating to the Service and the other matters dealt with in these Terms.
usecure Software and Solutions means the Software and Solutions listed below and any related services that may be required.
- Software - usecure’s software product (SaaS, Hosted or Learning Content), together with any other services and software products from time to time which the parties agree.
Services - Any one or more of the Software related project activities associated with advanced customisation, requirements gathering, integrations and advanced configuration (data feeds, enrichments, exceptions, workflow) and report configuration, testing, go-live support and/or other Software related services as the parties may agree. These are services such as maintenance, consultancy, training, bespoke development, that can be requested from usecure.
Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from any event beyond the reasonable control of that party. The party affected by such an event shall promptly notify the other party in writing when such an event causes a delay or failure in performance and when it ceases to do so. If such an event continues for a continuous period of more than 3 months, either party may terminate this Agreement by written notice to the other party.
Notice under this Agreement shall be via email to sales@usecure.io
19.1
Each clause of this Agreement is severable and distinct from the others. If any clause in this Agreement (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced):
a) the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable; and
b) without limiting the foregoing, in such circumstances the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Agreement as soon as possible.
No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
Each party must pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
No party may assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the other’s prior written consent [(such consent not to be unreasonably withheld or delayed)].
Except as expressly provided for in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.
This Agreement and any dispute or claim arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
Increases in Partner Buy Price due of usecure Software and Solutions as listed below will be limited to a maximum of 5% per annum. Partners will be given 60 days notice in writing of any price.
usecure’s support can be reached via the usecure chat service in uService or on the website.
Live support staff work 8 hours a day, 9am - 5pm (core hours), Monday to Friday in all supported territories. Special cases that require support outside of those hours can be scheduled.
Additionally, support requests may be submitted by the chat service 24/7. Outside working hours support requests are placed in a queue for processing by the team during working hours.
Every support request that comes in during core hours is entered on to the tracking system and processed on that shift. If a request comes in outside core hours, then it is processed the following business day. We generally try to fulfil general account maintenance requests on the same day. The main registration requests take two days to complete, other issues may take longer but the Client will receive timely updates.
Sometimes issues require co-operation and testing between usecure support and the Client. All first line requests will be acknowledged within 4 working hours during core hours. Resolution times will vary depending on the nature of the request.