Preamble
These Terms are provided to give clarity and confidence where the Software is supplied and administered by a Reseller on behalf of its end client. ThinkCyber is the developer and product owner of the Redflags Software, which is licensed and used within the managed service you receive from [MSP Name] (“Your MSP”). These Terms set out the respective responsibilities of the Customer, the Reseller, and ThinkCyber in relation to that use. They clarify the Customer’s right to use the Software within the agreed service, the Reseller’s role in provisioning, administration, support and commercial matters, and ThinkCyber’s responsibilities for the functionality, security and maintenance of the Software. These Terms should be read alongside the Customer’s services agreement with the Reseller and focus specifically on the underlying Software.
1. Definitions
‘Customer’: The organisation receiving the Software.
‘Customer Data’: All data submitted to or processed by the Software on behalf of the Customer.
‘Reseller’: The MSP, authorised to deliver and manage the Software on behalf of ThinkCyber.
‘Software’: The Redflags product developed and maintained by ThinkCyber.
‘Subscription Term’: The period during which the Customer has subscribed to the Software under its agreement with the Reseller.
‘ThinkCyber’: Think Cyber Security Ltd, the developer and product owner of the Redflags Software, with its trading address at 20–22 Wenlock Road, London N1 7GU.
‘Redflags’: The proprietary software platform developed, owned and maintained by ThinkCyber, provided to Customers as part of a managed service.
‘Your MSP’: The managed service provider delivering the Software under your agreement with them.
2. Access and Use Rights
ThinkCyber grants the Customer a non-exclusive, non-transferable right to use the Software solely for internal business purposes during the Subscription Term. This right is provided through the managed service delivered by the Reseller; no direct licence or ownership rights are transferred.
3. Reseller Management
The Reseller is the primary point of contact for:
• Service provisioning and configuration
• User account management
• Technical support and escalation
• Service modifications and renewals
• Billing and payment matters
ThinkCyber does not provide direct commercial or operational support to the Customer.
4. Permitted Use and Restrictions
The Customer must not:
• Copy, modify, or create derivative works of the Software.
• Reverse engineer, decompile, or attempt to access source code.
• Resell, sublicense, or distribute the Software.
• Use the Software in violation of applicable laws or regulations.
5. Updates and Maintenance
ThinkCyber may update or enhance the Software from time to time. The Reseller will facilitate deployment of updates but does not guarantee update performance or outcomes.
6. Responsibilities
• Customer: Ensure lawful use of the Software and compliance with applicable regulations.
• Reseller: Provides managed service wrap but does not warrant the Software itself.
• ThinkCyber: Responsible for the functionality and maintenance of Software.
7. Confidentiality
ThinkCyber and the Reseller will treat all customer information as confidential and will only use or disclose it as required to deliver and support Redflags, or as required by law.
8. Data Protection
The Customer shall own all rights, title and interest in and to all data relating to the Customer that it provides under this Agreement. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Customer grants the Supplier:
(a) a non-exclusive, royalty-free, worldwide licence to use, copy and distribute the Customer Data or otherwise perform any act to the extent necessary to fulfil its obligations under this Agreement; and
(b) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide licence to aggregate and analyse the data contained in, related to or derived from the Customer Data in anonymised form (“Aggregated and Derived Data”) and to copy, distribute, market, adapt and sub-licence such Aggregated and Derived Data. To the extent any new IPR arises in such Aggregated and Derived Data, the Supplier shall own the same.
9. Warranties and Service Commitment
ThinkCyber warrants that Software will materially comply with its published documentation and is committed to maintaining and supporting the platform to a high standard. While ThinkCyber endeavours to provide reliable and effective service, no other warranties are provided. ThinkCyber does not guarantee uninterrupted or error-free operation but will always act promptly to resolve any issues and minimise disruption.
10. Limitation of Liability
The Software is provided “as is” to the extent permitted by law. Neither ThinkCyber nor the Reseller shall be liable for:
• Indirect, incidental, or consequential damages.
• Loss of profits, revenue, or data.
Liability is capped at the fees paid for the Software in the preceding 12 months.
11. Intellectual Property Rights (IPR)
All intellectual property rights in Software remain with ThinkCyber. Customers receive a non-exclusive licence to use the Software for internal business purposes only.
12. Indemnities
Customers are responsible for the content they input into Software and will indemnify ThinkCyber against any claims arising from such content.
ThinkCyber will defend and indemnify the Customer against any third-party claim that the Software, when used in accordance with these Terms and the Documentation, infringes a valid third-party intellectual property right. ThinkCyber will also indemnify the Customer against claims brought by third parties arising directly from a defect in, or failure of, the Software supplied under these Terms, or from any update, patch, or release provided by ThinkCyber that causes direct harm to the Customer’s systems or data, provided the Software was used as intended.
This indemnity does not apply to claims resulting from modifications, configurations, or integrations not made or authorised by ThinkCyber, or from use not in accordance with these Terms or the Documentation. The Customer must promptly notify ThinkCyber of any such claim, allow ThinkCyber sole control of the defence and settlement, and provide reasonable assistance as required.
13. Acceptable Use
Customers must not use Software for unlawful, harmful, or disruptive purposes, including distributing malware or spam, or attempting to interfere with the platform’s operation.
14. Waiver
Failure to enforce any term does not constitute a waiver of that term.
15. Remedies
Rights and remedies under these terms are in addition to those provided by law.
16. Force Majeure
Neither ThinkCyber nor the Customer shall be liable for any delay or failure to perform obligations under these Terms if such delay or failure is caused by circumstances beyond their reasonable control, including but not limited to force majeure events (e.g., natural disasters, government action).
17. Entire Agreement
These terms represent the entire agreement regarding use of Software and supersede any prior understandings.
19. Variation
ThinkCyber may update these terms by providing 30 days’ notice to the MSP and Customer via its website and/or communicated in writing. Material changes will be clearly communicated, and continued use of the service after the notice period will be deemed acceptance of the updated terms.
20. Counterparts
These terms may be accepted electronically and do not require physical signatures.
21. Partnership and Agency
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
22. Notices
Official notices should be sent by email to the addresses specified by ThinkCyber and the Customer.
23. Compliance
Customers must comply with all applicable laws when using Software.
24. Governing Law and Jurisdiction
These terms are governed by the laws of England and Wales. Disputes will be resolved exclusively in the courts of England and Wales.
Acceptance
By continuing to use the Software, the Customer acknowledges and agrees to these Software Usage Terms.