1. Agreement
These Terms of Service form an agreement between [Legal Entity Name] ("AegisOne") and the organisation identified in an order form or that otherwise accesses the platform ("Customer"). By placing an order or using the service, Customer accepts these terms.
Where an executed order form or master agreement conflicts with these terms, that document prevails to the extent of the conflict.
2. The service
AegisOne provides a hosted endpoint management platform comprising endpoint agents, an operator console, an API and the associated documentation, as described in the order form.
Features are made available as they exist at the time of delivery. Our public materials distinguish shipped capabilities from those in development, and Customer should not enter into this agreement in reliance on any capability not marked as available at the time of signature.
We may modify the service, provided that we do not materially degrade a capability Customer has subscribed to during a paid term without giving reasonable notice.
3. Accounts and access
Customer is responsible for the accuracy of registration information, for the security of operator credentials, and for all activity conducted under its accounts.
Operator accounts are personal. They must not be shared between individuals. Customer must promptly disable accounts for individuals who no longer require access, and must notify us of any suspected unauthorised access.
We recommend that multi-factor authentication be enforced for every operator account with administrative reach.
4. Customer responsibilities
Customer warrants that it has the authority to enrol every endpoint it places under management, and that it has provided any notice and obtained any consent that applicable employment or data protection law requires of monitoring on those endpoints.
Customer is responsible for its use of privileged functionality, including remote terminal sessions, remediation actions, patch installation and removal, and credential storage and reveal. These functions can alter or disrupt managed systems. AegisOne executes what an operator instructs.
Customer must comply with the Acceptable Use Policy, which is incorporated into these terms by reference.
5. Fees
Fees, billing frequency and the metric on which charges are calculated are set out in the applicable order form. Pricing is quoted directly and is not published on our website.
Unless the order form says otherwise, invoices are payable within [payment terms] days. Overdue amounts may accrue interest at the rate permitted by law, and we may suspend access after written notice and a reasonable opportunity to cure.
Fees exclude taxes, which are Customer’s responsibility except for taxes on our income.
6. Customer data and confidentiality
Customer retains all rights in the data it or its endpoints submit to the platform. Customer grants us a limited licence to process that data solely to provide, secure and support the service, and to meet our legal obligations.
Each party will protect the other’s confidential information with at least reasonable care, and will not disclose it except to personnel and advisers who need it and are bound by equivalent obligations.
Where we process personal data on Customer’s behalf, the Data Processing Agreement governs that processing and takes precedence over this section in respect of it.
7. Intellectual property
AegisOne and its licensors retain all rights in the platform, the agent software, the documentation and any derived materials. Nothing in these terms transfers ownership.
Customer must not reverse engineer, decompile or attempt to derive source code from the platform or agent except to the extent that restriction is unenforceable under applicable law, nor resell or provide the service to third parties except under an executed partner or MSP agreement.
Feedback Customer provides may be used without restriction or obligation.
8. Service levels and support
Support scope and any service level commitments are as stated in the order form and, where applicable, the Service Level Agreement. Absent an executed service level commitment, the service is provided without an availability guarantee.
9. Warranties and disclaimers
Each party warrants that it has authority to enter into this agreement. We warrant that we will provide the service with reasonable skill and care.
Except as expressly stated, the service is provided "as is". To the extent permitted by law we disclaim all other warranties, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.
We do not warrant that the service will be uninterrupted or error-free, that it will detect every fault, vulnerability or security condition on a managed endpoint, or that its use will result in compliance with any legal or regulatory framework.
10. Limitation of liability
Neither party excludes liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot lawfully be excluded.
Subject to the above, neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings, however arising.
Subject to the above, each party’s total aggregate liability arising out of this agreement is limited to the fees paid or payable by Customer in the twelve months preceding the event giving rise to the claim.
11. Term and termination
This agreement runs for the subscription term stated in the order form and renews for successive equivalent terms unless either party gives notice of non-renewal at least [notice period] days before the end of the current term.
Either party may terminate for material breach that remains uncured [cure period] days after written notice, or immediately on the other party’s insolvency.
On termination, Customer’s access ceases and Customer may export its data during a [export window]-day window, after which we will delete it in accordance with our retention practices, save for copies retained in backups or as required by law.
12. General
This agreement is governed by the laws of [Jurisdiction], and the parties submit to the exclusive jurisdiction of its courts.
Neither party is liable for delay or failure caused by events beyond its reasonable control.
These terms, together with the order form and the policies incorporated by reference, are the entire agreement between the parties on this subject matter and supersede prior discussions.