Terms of Service

Last updated: July 20 2024

Interpretation and Definitions

The words of which the initial letter is capitalised have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in the singular or plural form.

For the purposes of these Terms of Service (“Terms”):

"Assuric" (referred to as either "Assuric" or "We", "Us" or "Our" in this Agreement) refers to Assuric UK OPCO LIMITED.
“Client” means the organisation that agreed to the Terms of Service (e.g. your employer or another entity or person). Assuric and Client are together “Parties”.
"Services" and “Websites” refers to Assuric’s products and services, including applicable applications (collectively, the “Services”), accessed from assuric.com and other Assuric websites (collectively, the “Websites”).
“Subscription” refers to the Service or access to the Service offered on a subscription basis by Assuric to the Client.
“Privacy Notice” refers to a separate agreement that explains how Assuric, uses and discloses information, and informs you about your privacy rights and how the law protects individual rights and freedoms.
"Third-Party Services" refers to any third-party applications or software that integrate with the Services through the Assuric platform, or any other third-party products, services or businesses.
"You" means the individual accessing or using the Service, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable. Under GDPR (General Data Protection Regulation), You can be referred to as the Data Subject or as the “User” as you are the individual using the Service.
“Agreement” refers to a separate contract between You and Assuric. The Agreement in conjunction with these Terms governs your use of the Website and Services, and any associated services associated with the use of these.

Acknowledgement

These Terms of Service (“Terms”) govern the use of the services provided by Assuric. By accessing or using our Website and Services, the Client agrees to be bound by these Terms. These Terms set out the rights and obligations of the Client and all Users regarding the use of the Service. If the Client does not agree to any part of these Terms, then the Client may not access the Service. These Terms apply to all quotations, offers, work, Agreements and deliveries of services or goods by or on behalf of Assuric. The Client’s access to and use of the Service is conditioned on the Client’s acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. By accessing or using the Service, the Client agrees to be bound by these Terms. If the Client disagrees with any part of these Terms then the Client may not access the Service. The Client’s access to and use of the Service is also conditioned on the Client’s acceptance of and compliance with our Privacy Notice available at https://assuric.com/privacy. Our Privacy Notice describes our policies and procedures on the collection, use and disclosure of the Client and User’s personal information when they use the Service and Website and informs them about their privacy rights and how the law protects them, in line with UK GDPR. It is the responsibility of the Client and Users to read the Privacy Notice carefully before using the Service.

Services

The Service that Assuric provides are designed to assist digital health companies in managing regulatory compliance. This Service is offered on a subscription basis and includes access to our platform, tools, and resources.

Subscription, Fees and Payment

Subscription

The use of the Service requires a paid subscription. The Client will be charged in advance on a recurring and periodic basis (for example monthly, quarterly or annually), depending on the Agreement between Assuric and the Client.

Renewal

At the end of the agreed payment or contract period, the Subscription will automatically renew under the same previously agreed terms and conditions, unless we or the Client cancels the Subscription in accordance with these Terms.
Each subscription will be automatically renewed unless otherwise stated or cancelled..

Contract term

Each contract between the Client and Assuric is entered into for a minimum term of 12 months, unless otherwise stipulated in the Agreement.

Subscription cancellations

Agreed contracts may not be terminated by the Client within the term of the contract duration. Contract cancellations must take place at least one calendar month before the contract renewal date.

Fees

Any prices stated by us, either on the website, on marketing material, or on quotes or proposals, are excluding VAT, unless explicitly stated otherwise.
Unless otherwise indicated, all fees and other charges are in GBP, and all payments shall be in GBP currency.

Billing

Invoices must be paid within 30 days after the invoice date unless alternative arrangements have been agreed in writing between us and the Client, or a different payment term is stated on the invoice. We may also enable the Client to pay automatically, using a third party payment processor (Stripe or PayPal) or set up a direct debit.

Late payment

If the Client fails to pay within the agreed period, the Client will be in default by operation of law. From that moment, we are entitled to suspend any obligations and provision of the Service until the Client has fulfilled their payment obligations.
We reserve the right to charge interest of eight percentage points above the base rate of the Bank of England on any late payments from the end of the agreed payment period until payment is made.
Notwithstanding the above, we may claim for a bigger loss or damage caused by delay and may exercise any other rights in respect of late payments.
If the Client is in default in the payment of the fees or a significant part of the fees for two consecutive months, we may terminate the Agreement without notice.

Price changes

We reserve the right to change the fees charged to the Client for the Service at any time. This will become effective only at the end of the then-current Subscription billing period.
We will provide the Client with advanced notice of any changes in Subscription fees to give the Client an opportunity to terminate their Subscription before such change becomes effective.

Discounts, Offers and Promotional Pricing

Prices specified in proposals may include discounts or promotional pricing. These discounts or promotional pricing amounts may be temporary and may expire upon the renewal of contracts or at another specified date, and any offers do not automatically apply for an extension of the Service.
Any offers we send to an existing Client or prospective Client are valid for a maximum of 2 weeks, unless another period of acceptance is stated in the offer.
We reserve the right to discontinue or modify any promotion, sale or special offer.

Refunds

We endeavour to provide the Service to an excellent standard and the satisfaction of the Client is of the utmost important to us. However, because of the extensive time and effort that goes into delivery of the Service, we are not able to offer refunds for any agreed payments received.
Paid Subscription fees for the Service are non-refundable, unless otherwise required by law. We may consider certain refund requests on a case-by-case basis, and completion of a refund will be at our sole discretion.

Prices for additional services

We also provide additional services, the provision of which may be in addition to or instead of the normal Subscription and its fees. The price of additional services will be agreed between us and the Client, based on the specific service provided and/or on the basis of the hours of work spent.

Force majeure

If We are unable to perform the services due to force majeure, including but not limited to shortages of commodities, resources, or energy, industrial action, serious transport disruptions, or governmental measures beyond our control, we are not obliged to perform the services until such time as the impediment is resolved, provided we have notified the Client.
In addition to the provisions related to Force Majeure of the relevant contract law, additional circumstances may wholly or partially prevent us from providing the Service and fulfilling our obligations. These circumstances may include non-performance by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work interruptions, and others in which we cannot be reasonably expected to fulfil our obligations given the circumstances.
If the situation or circumstances referred to above occur and we are not able to meet our obligations towards the Client, these obligations will be suspended for as the impediment persists. In this case, if the situation has lasted at least 30 calendar days, we or the Client have the right to terminate the Agreement in writing in whole or in part. In the event of failure to meet any obligations to the Client as a result of these circumstances outside of our control, we are not obliged to pay compensation for any damages caused.

Use of Services

Users. The Client may designate and provide access to the Services to employees, agents, or authorised contractors (each a “User”). The Client is responsible for all use and misuse of the Services by Users and for adherence to all terms of these Terms by any Users, and references to Client herein will be deemed to apply to Users as necessary and applicable. The Client agrees to promptly notify Assuric of any unauthorised access or use of which Client becomes aware. Users are strictly prohibited from sharing their accounts or account passwords and their doing so is a material breach of these Terms by the Client.

Prohibited Uses. Client and Users will not:

(a) “frame,” distribute, resell, or permit access to the Services by any third party other than as allowed by the features and functionality of the Services;
(b) use the Services in violation of applicable laws;
(c) interfere with, disrupt, or gain unauthorised access to the Services;
(d) successfully or otherwise, attempt to: decompile, disassemble, reverse engineer, discover the underlying source code or structure of, or copy the Services;
(e) provide Assuric any Client information or feedback that is unlawful, defamatory, harassing, discriminatory, or infringing of third party intellectual property rights;
(f) transfer to the Services or otherwise use on the Services any code, exploit, or undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm or provide unauthorised access to the Services;
(g) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Services;
(h) provide access to the Services to an individual associated with a Assuric Competitor (defined below);
(i) extract information from the Services in furtherance of competing with Assuric ;
(j) encumber, sublicense, transfer, rent, lease, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party;
(k) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services;
(l) introduce into the Services any software containing a virus, worm, “back door,” Trojan horse or similarly harmful code; or
(m) permit any third party to engage in any of the foregoing proscribed acts. A “Assuric Competitor” is any entity that provides the same or similar goods and services to those provided by Assuric, as would be determined by a commercially reasonable individual. Client will promptly notify Assuric of any violations of the above prohibited uses by an User or a third party and require such User or third party to immediately cease any such use. Assuric reserves the right to suspend Client and/or User’s access to the Services in the event Assuric suspects Client or a User is in breach of these Terms.

Disclaimers and Limitation of Liability

We endeavour to provide all Our Clients with the highest level of complete and up-to-date advice and resources through our Services. While we strive to provide you with a great experience when using the Service, there are certain things we do not promise about our Services. We try to keep our Service up, but they may be unavailable from time to time for various reasons. Each Party represents that it has validly entered into these Terms and has the legal power to do so.

Disclaimers. Except as specifically set forth in this section, the Services are provided on an “as is” and “as available” basis, without any warranties of any kind to the fullest extent permitted by law, and Assuric expressly disclaims any and all warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. Client acknowledges that Assuric does not warrant that the services will be uninterrupted, timely, secure, error-free, or free from viruses or other malicious software, and no information or advice obtained by Client from Assuric or through the services shall create any warranty not expressly stated in these Terms. The parties additionally agree that Assuric will have no liability or responsibility for Client’s various compliance programs, and that the Services, to the extent applicable, are only tools for assisting Client in meeting the various compliance obligations for which it solely is responsible. Assuric is not liable for damages resulting from the inaccurate, incomplete or insufficient implementation of its advice through Services and Websites, by the Client. The Client remains, at all times, responsible and liable for ensuring that it follows the advice provided by the Assuric.

Assuric is not a law firm and does not provide legal advice or legal services. The information and services provided by Assuric are intended to assist Clients in managing regulatory compliance and are for informational purposes only. Clients should consult with their own legal counsel regarding the legal implications and suitability of the information and services provided by Assuric for their specific circumstances.

Limitation of Liability. To the maximum extent permitted by applicable law, under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to these Terms, or their affiliates, officers, directors, employees, agents, service providers, suppliers or licensors be liable to the other party or any affiliate for any lost profits, lost sales or business, lost data (being data lost in the course of transmission via customer’s systems or over the internet through no fault of Assuric), business interruption, loss of goodwill, costs of cover or replacement, or for any type of indirect, incidental, special, exemplary, consequential or punitive loss or damages, or any other indirect loss or damages incurred by the other party or any affiliate in connection with these Terms or the Service regardless of whether such party has been advised of the possibility of or could have foreseen such damages.

To the extent permitted by applicable law, the aggregate liability of each of our affiliates, officers, employees, agents, suppliers, and licensors arising out of or in connection with the Service and these Terms will not exceed the amount you paid to us for use of the Service at issue during the 12 months prior to the event giving rise to the liability. Additionally, any right to compensation for damage caused by it expires in any case 12 months after the event from which the liability arises directly or indirectly. Client acknowledges and agrees that the essential purpose of this section is to allocate the risks under these Terms between the parties and limit potential liability given the fees, which would have been substantially higher if Assuric were to assume any further liability other than as set forth herein. Assuric has relied on these limitations in determining whether to provide Client with the rights to access and use the Services provided for in these Terms.

Free Trial Services

If Client is granted access to the Services on a free trial basis (“Trial Services”) a Assuric anta will make the applicable Trial Services available to Client pursuant to these Terms starting from the time that Client registers and is approved for such Trial Services until the earlier of: (a) the end of the Trial Services period communicated to Customer; (b) the start date of issuance of the Services to Client not under a free trial basis; or (c) termination by Assuric in its sole discretion.
Any customer information that customer provides or makes available to Assuric during the provision of trial services may be permanently deleted, at Assuric’s discretion, unless customer is issued access to the same services as those covered by the trial services not under a free trial basis or exports such customer information before the end of the trial services period.

Free trial services are provided “as-is'' without any warranty and Assuric shall have no indemnification obligations nor liability of any type with respect to the trial services unless such exclusion of liability is not enforceable under applicable law in which case Assuric’s liability with respect to the trial services shall not exceed £1,000.00. Client shall be fully liable under this agreement to Assuric and its affiliates for any damages arising out of customer’s use of the trial services, any breach by Client of this agreement.

Indemnification

Indemnification by Assuric. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, Assuric agrees to indemnify and hold harmless the Client, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with these Terms. This indemnification will survive the termination of these Terms.
Indemnification by the Client. Client will indemnify and hold Assuric harmless against any third party claim arising out of (a) Prohibited Uses in breach of these Terms as set forth above; or (b) alleging that Client information infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret; provided (i) Assuric promptly notifies Client of the threat or notice of such claim; (ii) Client will have the sole and exclusive control and authority to select defence attorneys, and defend and/or settle any such claim (however, Client will not settle or compromise any claim that results in liability or admission of any liability by Assuric without prior written consent); and (iii) Assuric fully cooperates in connection therewith.

Term and Termination

Term and Renewal. These Terms will remain in effect through the term specified in the Agreement (or, in the case of Trial Services, for the period of time as agreed upon between Assuric and Client), and will renew as specified in the Agreement unless otherwise terminated in accordance with this Section (collectively the “Term”). If the Agreement does not specify, the Term will be one year and will automatically renew for successive one-year periods unless Client provides Assuric with notice of termination at least thirty (30) days prior to the end of the Term (a “Renewal Term”).
Termination. Assuric may terminate or suspend the Client’s access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if the Client breaches these Terms of Service, which includes late or failure of payment for the Subscription. Upon termination, the Client’s right to use the Service will cease immediately.

Intellectual property

Ownership. Each Party will retain all rights, title and interest in any of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”). Assuric will retain Intellectual Property Rights in the Services and all components of, or used to, provide the Services or created by the Services or by Assuric in the course of providing the Services (the “Services Information”). The Client will retain Intellectual Property Rights in all information it provides to Assuric as part of these Terms (other than Feedback as described below), including but not limited to in the course of its use of the Services.
Feedback. Clients may, under these Terms, provide suggestions, enhancement requests, recommendations about the Services, or other feedback to Assuric (the “Feedback”). Client provides Assuric a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual licence to implement, use, modify, commercially exploit, incorporate into the Services, or otherwise use any Feedback. Assuric also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such Feedback.

Confidentiality

If the Assuric and the Client have a separate mutual disclosure or nondisclosure agreement (“NDA”), that agreement will control. Otherwise, the parties shall keep and not share or disclose the information it receives (in whatever form) from the other party and any other information concerning the other party that it knows or can reasonably suspect is secret or confidential, or information that it may expect that the distribution thereof may cause harm to the other party, and shall take all necessary measures to ensure that its personnel also keep the said information secret.

The confidentiality obligation mentioned in the above paragraph does not apply to information:

that at the time the recipient received this information was already public or subsequently became public without a violation by the receiving party of a duty of confidentiality imposed on them;
of which the receiving party can prove that this information was already in their possession at the time the other party provided it;
that the receiving party has received from a third party whereby that third party was entitled to provide this information to the receiving party
that is made public by the receiving party on the basis of a legal obligation.

The obligation of confidentiality described above applies for the duration of this Agreement and for a period of five years after the termination thereof.

If the Client or any of his employees, service providers or natural persons or legal entities otherwise connected to them violate this confidentiality clause, a penalty of £5,000 shall be payable for each day that the violation continues. Claiming the fine does not affect Assuric's right to claim damages for this breach.

Complaints and Governing Law

Resolving Disputes. If you have a concern, We want to first try to address it without needing a formal legal case. Before filing a claim against Us, you agree to try to resolve the dispute informally by contacting info@assuric.com. We’ll try to resolve the dispute informally. If a dispute is not resolved within 15 days of submission, you or us may start a formal proceeding.
Governing Law and Judicial Forum for Disputes. You and Us agree that this contract will be governed by and construed in accordance with the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the High Court in London (the “Governing Court”).
Severability. If any provision in these Terms is held by the Governing Court to be unenforceable, such provision will be modified by the Governing Court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Terms will remain in effect.

Privacy and Data Protection

Assuric operates the Services and handles Client information, pursuant to the Privacy Notice available at https:/assuric.com/privacy. The Privacy Notice describes our policies and procedures on the collection, use and disclosure of the Client and User’s personal information when they use the Service and Website and informs them about their privacy rights and how the law protects them, in line with UK GDPR.

Assuric shall take all necessary organisational and technical security measures to secure this personal data, in accordance with the UK and EU GDPR. To this end, Assuric will provide the Client with a Data Processing Agreement upon request.

Miscellaneous

Entire Agreement. These Terms, the Agreement, and the separate NDA, if applicable, constitute the entire agreement, and supersedes all prior agreements, between Assuric and Client regarding the subject matter hereof.
‍Assignment. Either Party may, without the consent of the other Party, assign these Terms to any affiliate or in connection with any merger, change of control, or the sale of all or substantially all of such Party’s assets provided that (1) the other Party is provided prior notice of such assignment and (2) any such successor agrees to fulfil its obligations pursuant to this Terms. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
‍Relationship of parties. The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
‍Anti-Corruption. The Client represents and agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Assuric’s employees or agents in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Client learns of any violation of the above restriction, Client will use reasonable efforts to promptly give notice to Assuric.
‍Publicity and Marketing. Assuric may use Client’s name, logo, and trademarks solely to identify Client as a customer of Assuric on Assuric’s website and other marketing materials and in accordance with Client’s trademark usage guidelines. Assuric may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote Services. Assuric never will disclose aggregated and/or anonymized information to a third party in a manner that would identify Client or any identifiable individual as the source of the information.
Waiver. Assuric’s failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of these Terms.

Changes to Terms

Assuric may revise these Terms from time to time. We will notify you of such changes by posting the updated Terms on our website or by other means. By continuing to use the Services after such changes, you agree to be bound by the revised Terms.

Contact Us

If you have any questions about these Terms, please contact us with the information below:

Email: info@assuric.com
Address: Assuric UK OPCO LIMITED 20 Wenlock Road, London, N1 7GU