1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information by either the customer or supplier.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Documentation: the document made available to the Customer through this agreement.
Effective Date: the date the services outlined in this agreement start.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
Renewal Period: the period described in clause 13.
Services: the subscription services provided by the Supplier to the Customer under this agreement to include:
- Access to the usecure Security Awareness Training SaaS platform including all available security and compliance modules.
- All usecure Security Awareness Modules.
- Unlimited simulated phishing tests & templates.
- Data driven reporting dashboard.
- Dashboard tracking.
- Mobile compatibility.
- Employee Gap Analysis software.
- Automated course creation (user-tailored)
- Automated course enrolment.
- uLearn compliance modules (GDPR/DPA)
- Automated Course reminders.
- Weekly course participation summaries.
- Custom Branding.
- Custom module domains.
- Custom phishing domain.
- Spear phishing template generator.
- uBreach - usecure will actively monitor known breaches.
Software: the online software applications provided by the Supplier as part of the Services.
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions.
Subscription Term: has the meaning given in the Initial Subscription Term, starting from the effective date, together with any subsequent Renewal Periods.
User Subscriptions: the user subscriptions purchased by the Customer which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) [and that person's legal and personal representatives, successors or permitted assigns].
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9 A reference to writing or written includes faxes and email.
References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.