Online subscribers

How we provide our services

We will provide our services as described on our website.  We do not promise they will always be available, error free or meet your expectations.  We use third-parties in delivering our services and you confirm we can do so. We are responsible for the things they do, forget or fail to do, and we have written agreements with them.  We will maintain the security of our services using measures that balance the tools available, their cost, the nature of our services, the processing they do, and any risks to your and others’ rights.  We allow you to download and use a copy of any relevant apps that we make available to you. This right is granted to each user.

Licence to use Content

We need to process, store and display your Content and Smart Data so you can use the services.  You allow us to do this and grant us the rights to do so.  We do not have to pay for this licence.

What you need to do

• make sure that how you use our services and share Content is legal.
• look after your ID and password. Do not share them.  Change your password if you think it is known by anyone else.  You are responsible for all account activity unless caused by our breach of these Terms.
• comply with the law and our acceptable use policy, and update apps and other software regularly (including doing so promptly following any release to resolve bugs or security issues).
• comply with export control, sanctions and other regulations that apply to your use of our services. If you subscribe through an app store, you must register with us before using our services. We can terminate these Terms if you breach these obligations. 
• make sure the Content you upload, send or share belongs to you (or you have the owner’s permission).

What you must not do

• carry out tests on the services or allow anyone else to do so (e.g. penetration, load and DDOS).
• breach our acceptable use policy.
• resell your subscription or share it with someone, or use our services if you work for our competitors.
• use our services for benchmarking or to check for intellectual property infringement.
• use, or permit anyone to use, a service: (a) to transfer or share banned items; (b) on behalf of a party subject to sanctions or designated on a list of prohibited or restricted parties; (c) to transfer Content to an embargoed country, or prohibited or restricted party.

Changes to the services

We can change or withdraw functionality at any time and continued use means you accept the changes. 

If you are a consumer we can make changes to your advantage without telling you and you have no right to cancel.  If we make big changes to the services’ functionality or withdraw key features which cause you detriment, you may end your subscription within 14 days of the date of the change and receive a refund of fees paid by you that relate to the period after your subscription ends. This does not apply to changes to user experience or interfaces. Continued use will mean you accept the changes and have no right to cancel. In this paragraph a consumer means an individual resident in: (a) the UK, EU or EEA acting for purposes wholly or mainly outside their trade, business, craft or profession who does not have a business account with us; (b) Australia who pays us AUD 100,000 or less each year.

Confidentiality

Both of us may find out information about each other that is not publicly known, including information marked as confidential or which should reasonably be considered confidential.  Both of us agree that each other’s confidential information must kept confidential and only used for purposes described in these Terms.  It can be disclosed only to people who need to know it for the purposes of these Terms as long as they have agreed to keep it confidential.  It can also be disclosed if required by law.  Information may not be confidential or may stop being confidential where: (a) we already knew when you told us; (b) it becomes public knowledge after you tell us; (c) we are told by someone else not bound by confidentiality to you; or (d) we develop it without relying on what you told us. The same goes for information that we tell you.

How we talk about data

Where we mention: Content, we mean the data, text, audio, video, images and other materials transferred, stored, shared or hosted on or through our services by you; and Smart Data, we mean the record of your or a user’s email behaviour and associations formed from machine learning and artificial intelligence led processing, collection and analysis of email metadata and Third-Party Data.  Smart Data is relevant to use of our Prevent service; and Third-Party Data, we mean data that belongs to other companies that licence us to use it in delivering Prevent to you.

Content is yours and you are responsible for its legality and accuracy.  The way we process it is described in these Terms and our Privacy Policy.  Technical processing and transmission of Content and Smart Data is necessary to provide the Services and you expressly acknowledge the interception and storage of Content and Smart Data in order to do so.

We also collect, create and process other data as part of our relationship with you (e.g. information to help us manage our relationship with you, or to ensure our services are operating correctly).  We own and decide how this data is processed. You can read more about this in our Privacy Policy. 

Your rights in your data

You may have rights by law in personal data that we hold or process about you. 

Access to systems

Only our group’s employees and contractors will be involved in managing the systems that process your Content and Smart Data. They are subject to contractual or professional duties of confidentiality, and we undertake background checks on them in accordance with internal policies.  We are responsible for the things they do or fail to do.

When we might need to disclose your Content and Smart Data

We may be required by law to disclose information about you or your Content or Smart Data. We will try to re-direct to you any request relating to your Content or Smart Data, and we may share your contact details to enable the requesting party to do this.  If we are legally compelled to disclose then, if we are allowed, we will let you know so you can seek a legal remedy. 

Where your Content and Smart Data is hosted

Your Content and/or Smart Data will be stored by us in either the UK, the EU, the US or Australia (where it is stored may be determined by your IP address, the country you select when creating your Egress ID or, if you use a business email address as your Egress ID, the location of that business).  We do not control or limit the locations from which you, your users and recipients may access Content or cause processing of Smart Data. You must ensure that you do not use the Services in any country with data localization laws that would require your Content or Smart Data to be hosted there.

If personal data in your Content or Smart Data is transferred outside of the UK, EU or EEA then we will make sure that one or more of the legal measures approved by the relevant regulatory authorities are taken to protect rights you and other individuals may have in it.

If there is a data breach involving your Content or Smart Data

If there is a data breach involving our service that puts your Content and/or Smart Data at risk we will be in touch with you without undue delay.  We will let you know the information we have about the breach (e.g. the nature of it, the type of Content and/or Smart Data affected and the steps we have, or are, taking to address it).  You agree to provide us with reasonable assistance in investigating its cause if we ask you to.

Free service

There is no charge to use our free service but you are limited to 25 credits.  A credit is used each time a free user opens an email you send (so if you send an email to 5 free users, you will use 5 credits). Credits are not used when sending emails to paying users. When all credits are used you will need to upgrade to a paid subscription to keep sending emails to free users.

Paid subscriptions

Follow the onscreen prompts to complete your purchase.  You will need to provide a current, valid and accepted method of payment.  Please check your order carefully before completing it to ensure there are no errors.  You will receive an email to confirm completion of your order.  If your order cannot be accepted we will let you know.

The billing cycle is annual in advance (unless stated otherwise). Your payment date may change if, for example, a payment cannot be taken on the due date. You remain responsible for uncollected amounts, including if this happens as a result of a refused or failed payment.  If a payment is not successfully settled and you do not cancel your subscription, we may suspend access until payment is made. If you do not make any payment by the due date interest may be charged on the overdue amount at the rate of 3% a year above the Bank of England’s base from time to time, or the maximum amount permitted by law if lower. You must pay us interest together with any overdue amount.

All payments must be in funds and through banking channels not blocked or frozen by any authority. 

Cancelling a paid-for subscription

You can cancel a paid subscription within the first 14 calendar days after the date you completed your purchase, just get in touch at support@egress.com.  After this period, check out the “Going our separate ways” section below.

Auto-Renewal of paid subscriptions

If you check the auto-renewal box, paid subscriptions will auto-renew and you will remain responsible for payment of the related fees.  If you do not want your paid subscription to auto-renew you must let us know at least 14 calendar days before your renewal date. 

Changes to subscriptions

We may change our subscription plans and prices at any time.  Any changes will take effect during your next billing cycle.

Discounts

From time to time we may offer promotional discounts.  These may be subject to additional terms, which by taking advantage of the discount, you accept.  Any promotional pricing or discount offered during an initial subscription will not apply to any renewal.

Electronic content provided by us

If we provide electronic content to you and it damages your device because we were not careful, then we will repair your device. This does not apply to Content you send, share or store, or receive from other users.

What we are not responsible for

We are not responsible for:

• damage you could have avoided if you had followed our advice to apply an update (which, if it was an update to our software, we made available free of charge).
• damage caused by your failure to follow installation instructions or meet the technical requirements of our software or services.
• the results and conclusions obtained from your use of the Services, and for decisions that you take. The guidance given by the Prevent service in particular is based on its analysis of your behaviour and is designed to assist, and not replace, your own decision making and judgement.
• loss of profit, loss of business, business interruption, or loss of business opportunity where you use our services for commercial, business or re-sale purposes.

Sometimes things may happen that are outside our control (e.g. problems with the Internet, third-party software, services and hardware, epidemics, pandemics).  We will not be responsible for these provided we try to avoid or remove the cause where we can.  If the delay is likely to go on for some time you can contact us to end your subscription and we will refund any fees you have paid in advance for the period after the date your subscription ends.

For everything else

For all other damages and liability that it was obvious could occur or that we both knew might happen if we did not comply with these Terms, we will not be required to pay you more than the greater of (i) £1,000; or (ii) the fees paid by you to us in the 12 months prior to your claim, as long as, in each case, we provide our services to you with reasonable care and in a timely manner.

Disputes and notices

To avoid printing documents and the release of greenhouse gas emissions arising from the use of post, notices given under these Terms must be sent by: (a) you to legal@egress.com; and (b) us to the email address associated with your account. Notices are effective when sent as long as no failure or other DNS message is received.  If law prevents notices being sent electronically, then they must be sent by you to us at our relevant address below, and by us to you using any postal address that you have provided (if you have not provided one, then email will be sufficient).  Notices sent by post are deemed delivered at the time they would have been delivered in the normal course of post if sent by overnight delivery, pre-paid first-class post or recorded delivery post; or immediately if delivered by hand. All notices to us must still be copied to legal@egress.com.

Who provides the services

Our online services are provided by Egress Software Technologies Limited for and on behalf of the other companies in our group. You can learn more information on our group and details of the relevant group company that your agreement is with are set out below in the “Other legal bits and pieces” Section.

How you can end your subscription

Email us at support@egress.com. Just stopping using your account will not end your subscription.  Whilst you can let us know that you want to end a paid subscription at any time, we do not refund any fees paid unless you are terminating because we have breached these Terms or otherwise required by law. 

If you are a consumer and you are ending your subscription because: (a) we have told you about a big upcoming change to our services or these Terms and you do not agree with the changes; or (b) we told you about an error in the pricing or the service description and you do not wish to proceed with your order; or (c) we have suspended the services for technical reasons for longer than 7 consecutive calendar days; or (d) you have a legal right to cancel because of something we have done wrong, then we will refund you for any services not provided and you may be entitled to compensation.

Suspension

We can temporarily or permanently suspend your account or otherwise terminate your subscription without notice if: (a) you breach these Terms (including non-payment); or (b) your use poses a security risk, or if we are required to do so by law or regulation (or in our opinion, to respond to a change in law, regulation or risk associated with us operating in a particular territory), or an emergency; or (c) there are serious and/or repeated allegations or complaints about the nature of the Content that you upload, send or share using the services.

If you are a consumer we will contact you in advance to tell you of a suspension unless the issue is urgent or an emergency.  If we suspend your account for longer than 7 consecutive calendar days you may contact us to end your subscription and we will refund any fees you have paid in advance for the period after the date your subscription ends.

How we can end your subscription

We can end your subscription at any time by giving you 30 calendar days’ notice. If we do, we will refund any relevant fees to you for services not provided after the date your subscription ends (unless we are terminating because of an event set out under “Suspension” immediately above).

We may suspend and/or end your subscription if you do not log into your account for a defined period.  Details can be found in our Retention Policy.

How we retain and delete your Content and Smart Data

Details on how data created and processed by our services is kept and deleted, and why, can be found in our Retention Policy.  Depending on the permissions you gave another user, people who have received Content from you may continue to be able to view and share it through their account after you close yours.  Do not forget to download decrypted copies of your Content you want before closing your account.  If you do not you will not be able to access it after closing it.

Note:

In this Section, consumer means an individual resident in: (a) the UK, EU or EEA acting for purposes wholly or mainly outside their trade, business, craft or profession who does not have a business account with us; (b) Australia who pays us AUD 100,000 or less each year.

Giving notice to each other

If you wish to serve notice on us, you can do so using the information on the following table.  All notices from you to us must be copied to legal@egress.com (other than requests to close your account or exercise your rights in your personal data).

We will use the information you provide when registering if we need to contact you or to serve a notice on you. We may use email to notify you of changes to these terms. 

Notices are deemed sent 1 day after being sent by overnight courier, or 2 days after being sent by 1^st class mail postage prepaid. Emails are deemed delivered when sent provided no bounce-back or DNS is received.

Ownership of the Services

We own our services (and all rights, title and interest in and to them).  Sometimes these rights may belong to other companies in our group, or third-parties who let us use them (and to allow you to do so).   Use of any third-party software that forms part of the software or services we provide you with access to is also subject to these Terms – it can only be used in conjunction with the relevant service and not separately.  We (or the relevant company in our group or third-party) also own the rights in documentation, developments, software code, changes, updates and new versions of them, and to hardware, software and other items used to provide or access them (including any developed or created in response to your request).  Unless you have a right to use them in these Terms, you are not granted such rights.

Your feedback is always appreciated.  If you give us any ideas we may consider them and use them at our discretion (this means that legally that you grant us a fully-paid up, royalty free, worldwide, perpetual, irrevocable, transferable, sub-licensable (including through multiple tiers) right to use, modify, distribute and incorporate them into software and services without payment or attribution of any kind).

Parts of our software and services may be protected by law, including patents and design rights. Egress® and the power button logo are registered trademarks so do not use them unless we have said it is ok. We may use your name and logo in customer listings and marketing material and you grant us a licence to do so. We reserve the right to insert “This email is protected by Egress” into footers of emails scanned or encrypted using the services.

General

• We reserve the right to transfer our rights and responsibilities under these Terms to any buyer of our business. We will make sure that any transfer will not affect your rights under these Terms.  We may provide information to any company that is looking to purchase or invest in us (or part of our business).
• You cannot assign or transfer your agreement with us to someone else. These Terms are only between you and us. Except for owners of third-party software who may enforce parts of these Terms to the extent necessary to protect their rights in their software, no-one else has rights under them.
• Each of these Terms operates separately (meaning if something is found to be wrong or cannot be enforced or relied upon then only that bit will be removed, the rest will remain in force).
• Just because a right under these Terms is not exercised fully, immediately or timely, or on a particular occasion, does not mean it will never be used.  Waivers must be signed and in writing.
• Everything that applies to your use of our services is set out in these Terms.  Documents or policies referred or linked to form part of these Terms by reference.  Neither of us relies on anything that is not set out in these Terms. You will not have a claim for innocent or negligent misrepresentations or negligent misstatements. Nothing in this Section excludes or limits liability for fraud or fraudulent misrepresentation.  This Section does not apply if you are a consumer (as defined in these Terms).

Who we are

This Section only applies to the use of business accounts (which in: (a) UK, EU and EEA means anyone other than a consumer (as defined earlier on); and (b) in Australia means accounts where you pay us over AUD 100,000 each year). 

If there is any conflict between this Section and other parts of our Online Subscriber Terms, then the contents of this Section apply.  In these Online Subscriber Terms, where we refer to a “user” we mean someone you have allowed to use a subscription to access and use the services (which may include you).  If you have multiple subscriptions then you must make sure that your users comply with these Online Subscriber Terms.

Subscriptions

You must not authorise more users in your business account than the number of subscriptions you have purchased, or authorise users outside of your organisation.  Your subscriptions cannot be shared or used by more than one user but they can be permanently re-assigned to a new user. You are responsible for: (a) the acts and omissions of your users; and (b) all actions conducted through the use of your subscriptions (regardless of whether authorised by you) unless they are caused by our breach of these Terms.  You must notify us promptly of unauthorised use of a subscription.  Additional subscriptions will co-terminate with your original subscriptions, fees being adjusted accordingly. Additional subscriptions may be added to your business account during the first 11 months of each annual subscription period.  Subscriptions can only be used for business purposes and not for the benefit of any third party.  Where your business is configured to use SSO, your administrative user(s) will remain responsible for password resets, onboarding and offboarding your users.

Software, configuration and Microsoft Online

Our End of Support Policy can be found here.  You are responsible for any and all customer-side configuration of our services directed by us (including following a support request). If you use Microsoft Office Online to edit documents within Secure Workspace you will need your own licence to do so.

Privacy

Admin users may have additional visibility over your users’ accounts which must be used lawfully.  Users within a business account should note that admin users can see activity within their account.

A detailed description of how data and your Content is processed by our services is described in our Privacy Policy.  This table provides a brief description of that processing:

Responsibility and liability

The Section above entitled “Responsibility” will not apply to you, instead the following terms shall apply:

• We do not exclude or limit our liability where it would be unlawful to do so.  This commitment takes priority over anything else written below.  Some jurisdictions may not allow the exclusions or limitations set out below and so they may not apply to our relationship with you.  In such circumstances, our liability for such damages will be limited to the greatest extent permitted by applicable law in that jurisdiction.
• We make our services and software available “as is”.  This means we disclaim all guarantees, conditions, warranties and representations (including those implied or referred to by law, such as those relating to merchantability, satisfactory quality, fitness for purpose and non-infringement).
• YOU ACCEPT WE HAVE NO CONTROL OVER THE CONTENT TRANSMITTED TO OR FROM THE SERVICES AND THAT WE DO NOT EXAMINE THEIR USE OR THE NATURE OF THE CONTENT.  WE THEREFORE EXCLUDE ALL LIABILITY OF ANY KIND ARISING FROM THE TRANSMISSION OR RECEIPT OF CONTENT OR OTHER INFORMATION OF WHATEVER NATURE THROUGH THE SERVICES TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW.  WE ARE NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES OR OTHER LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES NOT OWNED BY US OR UNDER OUR DIRECT CONTROL AND YOU ACKNOWLEDGE THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND ISSUES INHERENT TO THE USE OF SUCH FACILITIES.
• Sometimes things happen that are outside our control (e.g. problems with the Internet, third-party software, services and hardware, epidemics, pandemics, and other similar causes and incidents).  We will not be responsible for these provided we try to avoid or remove the cause where we can.
• You have sole responsibility for the results and conclusions obtained from use of the services. You acknowledge that advice given by services is based on analysis of user behaviour and is designed to assist, and not replace, your and your users’ own decision making and judgment.
• WE ARE NOT LIABLE: (A) TO YOU FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE AND WHETHER OR NOT WE WERE AWARE OF IT ARISING: (I) OUT OF USE OR INABILITY TO USE CONTENT OR OUR SERVICES, OR USE OR RELIANCE ON CONTENT; OR (II) AS A RESULT OF A FAILURE BY YOU TO UPDATE SOFTWARE OR APPS; OR (III) AS A RESULT OF youR failURE to correctly follow installation instructions or meet the technical requirements of our software or services; OR (B) FOR LOSS OF PROFITS, SALES, BUSINESS OR REVENUE, BUSINESS INTERRUPTION, ANTICIPATED SAVINGS, BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION, WHETHER DIRECT OR INDIRECT, OR FOR ANY OTHER SPECIAL OR  CONSEQUENTIAL LOSS OR DAMAGE.  In respect of all other liability, our total liability to you arising in connection with these Terms shall be limited in the aggregate to THE GREATER OF (A) £1,000; OR (B) THE FEES PAID BY YOU TO US IN THE 12 MONTHS PRIOR TO YOUR CLAIM.

Compliance with laws

You confirm that you comply with any applicable laws relating to the prohibition on modern slavery. You confirm: (a) that you have read, are familiar with and shall not perform an act or omission which is in contravention with, the letter or spirit of such laws; and (b) you conduct regular, meaningful and comprehensive due diligence procedures and have internal policies in place to address any suspected human rights abuse in your business where applicable.  You confirm that you have not been offered or otherwise received any illegal or improper bribe, payment, gift or other item, thing or experience of value from any of our employees.  If you identify any such thing you must notify us promptly at legal@egress.com.

This Section applies to any subscriber in the relevant territory at the time of registering or subscribing to our services.  If there is any conflict between this Section and other parts of our Online Subscriber Terms, then the contents of this Section apply.

European Union and European Economic Area based subscribers

All disputes arising out of, or in connection with these Terms and their subject matter or formation (including non-contractual disputes or claims) will be exclusively brought to the Amsterdam District Court following proceedings before the Chamber for International Commercial Matters (the NCC District Court). In addition, an action where an interim or protective measure is sought or another decision for which the court in summary proceedings is designated by law, may also be brought to the NCC's District Court in summary proceedings. Any appeal shall be exclusively brought to the Amsterdam Court of Appeal before the NCC Court of Appeal Chamber and all proceedings will be in English.  If the NCC District Court or the NCC Court of Appeal are incompetent for any reason (and without limiting the terms of Section 10.3), both of us irrevocably agrees that the courts of Amsterdam, the Netherlands shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

United States based subscribers

We provide our services, including related software and technology, for ultimate federal government end use in accordance with the following: Our Services consist of “commercial items,” as defined at FAR 2.101. In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with our services shall be as provided in these Terms, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If a government agency needs additional rights, it must negotiate a mutually acceptable written addendum to these Terms specifically granting those rights.

We both specifically disclaim application of Article 2 of the Uniform Commercial Code as codified.

You agree to release, indemnify and hold us and the other companies in the Egress Software Technologies group (and their respective officers, employees, directors, agents, successors and assigns) (collectively, “Us”) harmless from any from any and all losses, liabilities, damages, fines, penalties, expenses, including reasonable attorneys’ fees and costs, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of our services, any Content, your connection to our services, your violation of these Terms, your violation of any rights of another, or your violation of applicable law. Notwithstanding the foregoing, you will have no obligation to indemnify Us or hold Us harmless from or against any liability, losses, damages or expenses incurred as a direct result of any action or inaction of such party. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”  If you are a resident of another jurisdiction in the United States, you waive any comparable statute or doctrine.

We both hereby waive our respective rights to a jury trial of any claim or cause of action relating to or arising out of these Terms. This waiver is intended to encompass any and all disputes that may be filed in any court and that relate to the subject matter of these Terms (including contract, tort, breach of duty and all other common law and statutory claims).

Australian based subscribers

If you live in Australia and the total fees that you have agreed to pay to us are AUD 100,000 or less each year then our services come with guarantees that cannot be excluded under Australian Consumer Law.  As a result we agree that to the extent that we are liable under a statutory guarantee that cannot be excluded under Australian Consumer law in relation to our own services, our liability is limited to: (a) supplying the services again; or (b) payment of the costs of having the services supplied again.