StandAssured – Standard Terms of Service

These Standard Terms of Service ("Conditions") apply to the provision and use of StandAssured, a cyber‑security compliance software‑as‑a‑service platform (the "Platform") owned and operated by Apexward Technology Ltd, part of Apexward Group, a company registered in England and Wales under company number 16848474 with its registered office at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ ("Supplier", "we", "us", "our").

By purchasing or using the Platform or any related professional services, you ("Customer", "you"), agree to be bound by these Conditions and the Service Particulars (defined below). If you do not accept these terms, you must not use the Platform.

1. Interpretation

1.1 Definitions

1.2 Rules of interpretation

• A reference to legislation is a reference to it as amended or re‑enacted and includes subordinate legislation.
• Any phrase introduced by the terms including, include, in particular or similar shall be illustrative and not limit the preceding words.
• A reference to writing or written includes e‑mail and messages sent via the Client Portal.

2. Basis of Contract

• These Conditions and the Service Particulars constitute the entire agreement between the parties and supersede any previous terms.
• The Contract comes into existence on the earlier of (a) the Customer placing an order through the Supplier's website and receiving an Order Confirmation, (b) the Customer signing or otherwise accepting the Service Particulars, or (c) the Customer first accessing the Platform (the Commencement Date).
• Any descriptive matter, illustrations or marketing materials issued by the Supplier are for guidance only and do not form part of the Contract.
• These Conditions prevail over any terms supplied by the Customer unless expressly agreed in writing by the Supplier.

3. Supply of Services

• The Supplier shall provide the Services with reasonable care and skill and in accordance with the Service Particulars.
• Performance dates are estimates only; time is not of the essence.
• The Supplier may amend the Services or Service Particulars to comply with law or improve functionality, provided such changes do not materially affect quality.
• The Supplier will use commercially reasonable endeavours to maintain Platform availability 24 hours a day, subject to scheduled maintenance and Force Majeure.

4. Communication

• The Customer may contact the Supplier via e‑mail to hello@apexward.com, telephone +44 (0) 330 190 0300, or through the Client Portal.
• The Supplier will communicate using the details provided in the Service Particulars and/or the Client Portal.

5. Customer's Obligations

• The Customer shall:
  • ensure that details in the Service Particulars and any information it provides are complete and accurate;
  • co‑operate with the Supplier in all matters relating to the Services;
  • provide the Supplier with access to information, systems and personnel as reasonably required;
  • obtain and maintain all licences and consents required for the Services;
  • keep Supplier Materials at its premises in safe custody and not dispose of them except in accordance with the Supplier's instructions; and
  • comply with any additional obligations in the Service Particulars.
• If the Customer's act or omission prevents or delays the Supplier's performance ("Customer Default"), the Supplier may suspend Services until the Customer remedies the default and shall not be liable for resulting costs. The Customer shall reimburse the Supplier for any costs incurred.

6. Charges and Payment

• Charges for the Services are set out in the Service Particulars. All Charges are exclusive of VAT unless stated otherwise.
• The Supplier may review Charges annually in line with vendor increases and inflation.
• The Supplier shall invoice the Customer as specified in the Service Particulars.
• The Customer shall pay each invoice within 30 days of the invoice date, in full and in cleared funds to the bank account nominated by the Supplier. Time for payment is of the essence.
• Late payments accrue interest at 4% per annum above the Bank of England base rate (or 4% where that base rate is below 0%). The Supplier may also recover costs under the Late Payment of Commercial Debts (Interest) Act 1998.
• All amounts due shall be paid without set‑off, counterclaim or deduction (other than as required by law).

7. Intellectual Property Rights

• The Supplier grants the Customer a non‑exclusive, non‑transferable licence to use the Platform and Client Portal for its internal business purposes during the term of the Contract.
• All Intellectual Property Rights in the Platform, Services and Supplier Materials (excluding materials provided by the Customer) shall remain with the Supplier.
• The Customer shall not copy, modify, reverse‑engineer, frame, mirror or create derivative works of the Platform, nor build a competing service.

8. Data Protection

Both parties shall comply with their obligations under applicable data‑protection law and the Supplier's Privacy Policy (https://www.standassured.com/privacy-policy).

9. Limitation of Liability

• Nothing in the Contract limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot legally be limited.
• Subject to clause 9.1, the Supplier's total aggregate liability arising under or in connection with the Contract shall not exceed £5,000,000.
• The Supplier shall not be liable for:
  • loss of profits, sales, business or revenue;
  • loss of anticipated savings;
  • loss or corruption of data or software;
  • loss of goodwill; or
  • indirect or consequential loss.
• The Customer must notify the Supplier of any claim within 12 months of becoming aware of the event.

10. Indemnity

The Customer shall indemnify the Supplier against any liability under the Computer Misuse Act 1990 arising from Services ordered by the Customer which the Supplier could not reasonably have known were unlawful.

11. Termination

• Either party may terminate the Contract for convenience on the notice period set out in the Service Particulars.
• Either party may terminate with immediate effect if the other commits a material breach and fails to remedy it within 30 days of notice, becomes insolvent, or ceases business.
• Upon termination, all outstanding amounts become immediately due and payable, and the Customer shall cease using the Platform and return Supplier Materials.

12. Consequences of Termination

Clauses intended to survive termination (including confidentiality, IP, limitation of liability and payment obligations) shall continue in force.

13. Force Majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control.

14. General

• Assignment. The Supplier may assign or subcontract any rights or obligations. The Customer may not assign without the Supplier's written consent.
• Confidentiality. Each party shall keep the other's confidential information secret, save where disclosure is required by law.
• Entire agreement. The Contract constitutes the entire agreement between the parties.
• Variation. No variation is effective unless in writing and signed by both parties.
• Waiver. Failure to exercise any right is not a waiver of that right.
• Severance. If any provision is held invalid, the remainder of the Contract shall remain valid.
• Notices. Notices must be in writing and delivered by hand, post, e‑mail or the Client Portal. E‑mails are deemed received at the time of transmission during Business Hours, or at 09:00 the next Business Day if sent outside Business Hours.
• Third‑party rights. No third party has rights under the Contracts (Rights of Third Parties) Act 1999.
• Governing law & jurisdiction. The Contract is governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction.

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