Terms of Service
This The Knights of Safety™ Ltd. (TKoS Ltd.) Subscription Terms of Service ("Agreement") is entered into by and between The Knights of Safety Ltd., operating through its TKoS Academy brand (collectively "TKoS"), and the entity or person placing an order for or accessing any Services ("Subscriber" or "you"). If you act on behalf of an organisation you represent that you are authorised to accept this Agreement on its behalf and all references to "you" or "Subscriber" reference your organisation. Individuals who enrol in courses are referred to throughout this Agreement as "Students". "User" is a generic term for any person who interacts with the Services.
1. Definitions
"Affiliate" means any entity under the control of Subscriber where "control" means ownership of or the right to control greater than 50% of the voting securities of such entity.
"AUP" means TKoS's Acceptable Use Policy available at https://theknightsofsafety.com/acceptable-use-policy or a successor URL.
"Contractor" means an independent contractor or consultant who is not a competitor of TKoS.
"Subscriber Data" means any data of any type that is submitted to the Services by or on behalf of Subscriber, including without limitation: (a) data submitted, uploaded or imported to the Services by Subscriber (including from Third Party Platforms) and (b) data provided by or about Students or other People that are collected from Subscriber Properties using the Services.
"Subscriber Properties" means Subscriber's websites, apps, learning portals or other offerings owned and operated by or for the benefit of Subscriber through which Subscriber uses the Services to communicate with Students or other People.
"Dashboard" means TKoS's user interface for accessing and administering the Services that Subscriber may access via the web or the TKoS Apps.
"Documentation" means the technical user documentation provided with the Services.
"Feedback" means comments, questions, suggestions or other feedback relating to any TKoS product or service.
"TKoS App" means any mobile application or desktop client software included in the applicable Service that is made available by TKoS.
"TKoS Code" means JavaScript code, software development kits or other code provided by TKoS for deployment on Subscriber Properties.
"Laws" means all applicable local, national and international laws, regulations and conventions, including those related to data privacy, data transfer, international communications and export of technical or personal data.
"People" or "Person" means Subscriber's Students, end users, potential customers and other visitors to Subscriber Properties.
"Permitted User" means an employee or Contractor of Subscriber or its Affiliate who is authorised to access the Service.
"Sensitive Personal Information" means: (i) payment card data subject to PCI DSS; (ii) patient, medical or other protected health information regulated by applicable law; or (iii) any other personal data deemed to be in a special category under applicable law.
"Services" means TKoS's proprietary software as a service solution(s), including the Dashboard, APIs, TKoS Code and TKoS Apps, as described in the applicable Order Form.
"Taxes" means any sales, use, VAT, value added, withholding or similar taxes or levies, other than taxes based on the income of TKoS.
"Third Party Platform" means any software, software as a service, data source or other products or services not provided by TKoS that are integrated with the Services as described in the Documentation.
2. TKoS Services
2.1 Services overview
TKoS's Services are a suite of messaging, course platform and related software solutions offered through a single platform. The Services enable Subscriber to manage communications with People, deliver online courses to Students and provide a Dashboard for accessing and managing Subscriber Data. Subscriber may import and export Subscriber Data between the Services and certain Third Party Platforms through supported integrations. The Services may include TKoS Code deployed on Subscriber Properties to enable live chat, messaging and related functionality.
2.2 Provision of Services
Each Service is provided on a subscription basis for a set term designated on the Order Form (each, a "Subscription Term"). TKoS may also offer Professional Services as described in Section 12. Subscriber will purchase and TKoS will provide the Services and related Professional Services as specified in the applicable Order Form.
2.3 Access to Services
Subscriber may access and use the Services solely for its own benefit and in accordance with this Agreement, the Documentation and any scope of use restrictions in the applicable Order Form. Use of and access to the Services is permitted only by Permitted Users. Subscriber must ensure API keys, user ID and password information remain confidential. User IDs are granted to individual named persons and may not be shared. Subscriber will be responsible for actions taken using Subscriber's accounts. If a Permitted User departs Subscriber must immediately delete or disable that user ID. The right to use the Services includes the right to deploy TKoS Code on Subscriber Properties to enable messaging, chat and similar functionality and to collect Subscriber Data as described below.
2.4 TKoS Apps
Subject to this Agreement, TKoS grants Subscriber a limited, non transferable, non sublicensable, non exclusive licence during any Subscription Term to use the object code form of the TKoS Apps internally, only in connection with Subscriber's use of the Services and in accordance with the Documentation.
2.5 Contractors and Affiliates
Subscriber may permit its Contractors and its Affiliates' employees and Contractors to serve as Permitted Users, provided Subscriber remains responsible for their compliance with this Agreement and such use is for Subscriber's sole benefit.
2.6 General restrictions
Subscriber will not: (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble or otherwise seek to obtain source code or non public APIs to the Services except as permitted by law; (d) copy or modify the Services or Documentation or create derivative works; (e) remove or obscure any proprietary notices contained in the Services; or (f) publicly disseminate information regarding the performance of the Services.
2.7 TKoS APIs
If TKoS provides APIs, TKoS reserves the right to place limits on access and to monitor usage. TKoS may limit calls or requests if usage breaches this Agreement or may negatively affect the Services.
2.8 Trial subscriptions
Trial Subscriptions, if provided, are for evaluation only and may be limited in features. Trial Subscriptions terminate at the end of the Trial Period and may be terminated by TKoS at any time. TKoS has no warranty, indemnity, support or other obligations for Trial Subscriptions.
3. Subscriber Data
3.1 Rights in Subscriber Data
Subscriber retains all right, title and interest in Subscriber Data. Subject to this Agreement, Subscriber grants TKoS a non exclusive, worldwide, royalty free right to use, copy, store, transmit, modify, create derivative works of and display Subscriber Data solely to the extent necessary to provide the Services.
3.2 Storage of Subscriber Data
TKoS does not provide an archiving service. TKoS will not intentionally delete Subscriber Data prior to termination of the applicable Subscription Term. Other than this commitment TKoS disclaims other storage obligations.
3.3 Subscriber obligations
a) In general. Subscriber is solely responsible for the accuracy, content and legality of all Subscriber Data. Subscriber represents and warrants it has all necessary rights, consents and permissions to collect, share and use Subscriber Data as contemplated in this Agreement and that Subscriber Data complies with the AUP and Laws. Subscriber will be responsible for any Subscriber Data submitted by any Person as if submitted by Subscriber.
b) No Sensitive Personal Information. Subscriber will not use the Services to collect, store, process or transmit Sensitive Personal Information. Subscriber acknowledges that TKoS is not HIPAA or PCI DSS compliant and has no liability for Sensitive Personal Information.
c) Compliance with laws. Subscriber will comply with all applicable Laws in its use of the Services including anti spam laws.
d) Disclosures on Subscriber Properties. TKoS Code may set a cookie ID for People who access Subscriber Properties. Subscriber will include on each Subscriber Property a link to its privacy policy disclosing use of third party tracking technology as described in this Agreement. Subscriber is solely responsible for obtaining any required clearances, consents and approvals from People under applicable Laws.
e) Social media data. Restrictions and disclosures for Social Media Data are as set out in this Agreement. Subscriber agrees not to use Social Media Data for prohibited purposes and to obtain necessary clearances and consents.
3.4 Indemnification by Subscriber
Subscriber will indemnify, defend and hold harmless TKoS from any claims, costs, damages, losses, liabilities and expenses arising from Subscriber Data or Subscriber's breach of Section 3.3, subject to prompt notice, Subscriber control of defence and TKoS cooperation.
3.5 Aggregated anonymous data
TKoS may obtain and aggregate non personally identifiable data about Subscriber's use of the Services ("Aggregated Anonymous Data") and use it for any business purpose. TKoS will not identify Subscriber as the source of Aggregated Anonymous Data.
4. Security
TKoS will use commercially reasonable technical and organisational measures designed to prevent unauthorised access, use, alteration or disclosure of any Service or Subscriber Data. TKoS will have no responsibility for errors in transmission, unauthorised third party access or causes beyond TKoS control.
5. Third Party Platforms
The Services may support integrations with Third Party Platforms. By enabling such integrations Subscriber authorises TKoS to access Subscriber's accounts with those Third Party Platforms for the purposes described in this Agreement. Subscriber remains responsible for complying with Third Party Platform terms and for maintaining accounts in good standing. TKoS has no responsibility or liability for Third Party Platforms and may disable integrations at any time.
6. Ownership
6.1 TKoS technology
Subscriber obtains only a limited right to access and use the Services. TKoS and its suppliers retain all right, title and interest in the Services, Documentation, professional services deliverables and related technology and any derivative works ("TKoS Technology"). No ownership rights are conveyed to Subscriber.
6.2 Feedback
Subscriber may submit Feedback. TKoS may freely use or exploit Feedback.
6.3 Copyright & Licence
Copyright and licence details are published at https://academy.theknightsofsafety.com/pages/copyright-licence
7. Subscription term, fees and payment
7.1 Subscription term and renewals
Unless specified on the Order Form each Subscription Term will automatically renew for an additional twelve month period unless either party gives written notice of non renewal at least thirty days prior to expiration.
7.2 Fees and payment
Fees are as set in the applicable Order Form and are payable within thirty days of invoice unless otherwise specified. Except as set out in Sections 9 and 14 fees are non refundable. Rates in the Order Form are valid for the initial twelve month period and thereafter may be adjusted automatically up to ten percent per year. Subscriber is responsible for Taxes. If Subscriber must withhold Taxes by Law fees will be increased so TKoS receives the full amount it would have received without withholdings. Late payments may incur service charges.
7.3 Late payment
If payment is unpaid for more than seven days following any Payment Date TKoS may: (a) require immediate payment of the full balance; (b) charge late payment fees; (c) suspend access to Services until payment is made; and (d) recover collection costs. Interest may accrue at a lawful rate.
7.4 Payment via credit card
Recurring billing authorisation, foreign transaction fees, invalid payment handling, changing card information and termination of recurring billing shall be managed via the Dashboard or by contacting [email protected]. TKoS will charge outstanding fees on termination or expiration for Subscriber's use of the Services during the Subscription Term.
7.5 Suspension of service
If Subscriber's account is thirty days overdue TKoS may suspend access to Services without liability until amounts are paid. TKoS may also suspend access for breach of the AUP.
7.6 Pricing
TKoS may increase fees with at least 40 days written notice. Any percentage increase will not exceed the limit stated in the applicable Order Form.
8. Term and termination
8.1 Term
This Agreement is effective as of the Effective Date and continues until expiration or termination of all Subscription Terms.
8.2 Termination for cause
Either party may terminate if the other materially breaches and fails to cure within thirty days of written notice, ceases operation without a successor, or becomes subject to insolvency proceedings.
8.3 Effect of termination
On expiration or termination Subscriber will cease use of the Services and delete or return TKoS Confidential Information. If not terminated for Subscriber breach Subscriber may retain reports exported prior to termination. Subscriber will have no further access to Subscriber Data and TKoS may delete stored data at any time. Termination is without prejudice to other remedies.
8.4 Survival
Sections 2.6, 2.8, 3.2, 3.4, 3.5, 6, 7.2, 7.3, 8, 9.2, 13, 14, 15 and 17 survive termination.
8.5 Notice period
Either party may terminate without reason by giving not less than 30 days notice to terminate on expiry of the Initial Term or on an anniversary of the Start Date.
8.6 Reasons and notice
Either party may terminate forthwith for insolvency or related events described in this Agreement.
9. Limited warranty
9.1 Limited warranty
TKoS warrants that each Service will operate in substantial conformity with the Documentation. TKoS's sole liability for breach is to use commercially reasonable efforts to correct the non conformity or, if impracticable, permit termination of the affected Subscription Term with a refund of pre paid fees for the terminated portion. Warranty claims must be made within thirty days of detection and do not apply to misuse, unauthorised modification or third party causes or to Trial Subscriptions.
9.2 Warranty disclaimer
EXCEPT FOR SECTION 9.1 SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS". TKoS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. TKoS does not warrant uninterrupted or error free use.
10. Availability and service credits
The Services are available subject to TKoS's Service Level Agreement.
11. Support
During each Subscription Term TKoS will provide end user support in accordance with TKoS's Support Policy.
12. Professional services
12.1 Scope. At Subscriber request TKoS may provide professional services related to the Academy, including bespoke course design and production, curriculum adaptation, content migration, instructor led training, platform integration, technical onboarding and learner support configuration ("Professional Services"). All Professional Services will be described in a statement of work executed by the parties ("SOW").
12.2 SOW and acceptance. Each SOW will set out scope, fees, milestones, deliverables, acceptance criteria and timelines. Delivery and acceptance will follow the SOW. TKoS will use reasonable skill and care in performing Professional Services.
12.3 Fees and expenses. Unless the SOW specifies a fixed fee, Professional Services will be charged at the rates set out in the SOW. Any out of pocket expenses must be agreed in advance by the Subscriber. For online delivery travel and subsistence will not be charged unless expressly agreed.
12.4 Rights in deliverables. Subject to payment in full, Subscriber is granted a non exclusive, non transferable licence to use deliverables solely to support its use of the Services and to deliver training to its Students. TKoS retains all right, title and interest in deliverables and underlying materials, tools and methodologies created or used by TKoS in performing Professional Services, except where the SOW expressly assigns rights in specific bespoke materials.
12.5 Warranties and limitation. Professional Services will be provided with reasonable skill and care. Except as expressly set out in this Section 12 or the applicable SOW, Professional Services are provided without warranty. TKoS's liability for Professional Services will be subject to the limits and exclusions set out in this Agreement.
12.6 Termination. Either party may terminate an SOW in accordance with its termination provisions. On termination Subscriber will pay for all Professional Services performed and reasonable committed costs incurred up to the termination date.
13. Limitation of remedies and damages
13.1 Consequential damages waiver
EXCEPT FOR EXCLUDED CLAIMS NEITHER PARTY NOR ITS SUPPLIERS WILL BE LIABLE FOR LOSS OF USE LOST DATA LOST PROFITS SECURITY FAILURES INTERRUPTION OF BUSINESS OR INDIRECT SPECIAL INCIDENTAL RELIANCE OR CONSEQUENTIAL DAMAGES.
13.2 Liability cap
TKoS's and its suppliers' entire liability will not exceed the amount actually paid by Subscriber to TKoS in the prior twelve months under this Agreement.
13.3 Excluded claims
Excluded Claims include claims from Subscriber's breach of Section 2.6 Section 3.3 or breaches of Confidential Information.
13.4 Nature of claims
Waivers and limitations apply regardless of form of action and survive failure of essential purpose.
14. Indemnification
TKoS will defend Subscriber against third party claims alleging the Services when used as authorised infringe a United Kingdom patent copyright or trademark and will indemnify Subscriber for damages finally awarded or agreed in settlement subject to notice Subscriber control of defence and cooperation. TKoS may, at its option, replace or procure rights to continue use or if not commercially reasonable terminate the Agreement and refund unused fees. Indemnity exclusions include modifications by third parties combinations with non TKoS products unauthorised use Subscriber Data common features and settlements without TKoS consent. This Section 14 sets out TKoS's sole liability for IP claims.
15. Confidential information
Each party will hold in confidence and not disclose the other party's Confidential Information and only use it to perform obligations under this Agreement. Confidential Information exclusions and permitted disclosures as required by law apply. The Receiving Party may seek equitable relief for breach.
16. Co-marketing
Subscriber agrees to reasonable joint press releases and marketing activities promoting the Services subject to approval. TKoS may disclose Subscriber as a customer.
17. Subscriber obligations and liabilities
17.1 These provisions are in addition to other obligations.
17.2 Subscriber shall comply with the Acceptable Use Policy and the Fair Use Policy, available at https://theknightsofsafety.com/acceptable-use-policy and https://theknightsofsafety.com/fair-use-policy.
17.3 Subscriber shall ensure Students and Permitted Users receive sufficient training.
17.4 Subscriber shall ensure Students and Permitted Users understand this Agreement and do not act in breach.
17.5 Subscriber accepts liability for unauthorised use of Services.
17.6 Subscriber shall permit TKoS to transmit data and program files needed to access Services.
17.7 Subscriber shall ensure systems and networks used to access Services are adequate.
17.8 Subscriber shall maintain adequate security measures for accounts permissions and passwords and monitor for unauthorised use.
17.9 Subscriber shall indemnify TKoS against claims arising from Subscriber or Permitted User use of Services outside this Agreement.
18. Data protection and privacy
18.1 The parties acknowledge that in performance of this Agreement personal data may be processed. The Knights of Safety Ltd., operating through its TKoS Academy brand, acts as data controller for personal data collected via TKoS Academy and Safety-verse services unless otherwise agreed in writing.
18.2 TKoS's Privacy Policy available at https://theknightsofsafety.com/privacy-policy (the "Privacy Policy") is incorporated into and forms part of this Agreement by reference and sets out the types of personal data collected the purposes and lawful bases for processing data subject rights retention periods security measures international transfer safeguards and TKoS contact details.
18.3 Where TKoS processes personal data on behalf of Subscriber the parties will enter into a written Data Processing Agreement that meets the requirements of UK GDPR and any other applicable data protection law. Such DPA will set out the scope nature and purpose of processing the duration of processing the types of personal data and categories of data subjects and the obligations and rights of each party.
18.4 Each party will comply with applicable data protection law. Subscriber will ensure that any personal data it supplies to the Services is collected and shared lawfully and that Subscriber has obtained any necessary consents from data subjects.
18.5 TKoS will notify Subscriber without undue delay of any personal data breach affecting Subscriber Data where notification is required by applicable law and will cooperate with Subscriber in its handling of such breach. TKoS will employ appropriate safeguards for transfers outside the UK or EEA such as standard contractual clauses or other lawful transfer mechanisms.
18.6 To exercise data subject rights request the DPA or for privacy enquiries contact [email protected].
19. Governing law and dispute resolution
19.1 Direct dispute resolution
If a dispute arises the complaining party must provide written notice entitled "Initial Notice of Dispute" setting out the nature of the dispute and send it by email to [email protected]. The parties will consult and negotiate in good faith for thirty days after receipt of the Initial Notice of Dispute.
19.2 Arbitration
If the parties cannot resolve a dispute through Direct Dispute Resolution the dispute will be submitted to binding arbitration before a single neutral arbitrator administered in the United Kingdom under rules agreed by the parties. The arbitration may proceed virtually or in person. The arbitrator will issue a written award and judgment on the award may be entered in any court having jurisdiction. The arbitrator may award costs and reasonable legal fees to the prevailing party.
19.3 Choice of law and jurisdiction
For claims not subject to arbitration the parties agree to submit to the personal and exclusive jurisdiction of the courts of England and Wales. UK law applies.
19.4 Construction and joinder
Claims must be brought in individual capacity only. Class actions class arbitration and joinder are not permitted. Any dispute concerning validity or enforceability of this provision must be decided by a court.
19.5 Injunctive relief
Notwithstanding the above TKoS may seek injunctive or urgent relief in any jurisdiction.
20. Notices
Any notice under this Agreement will be in writing and sent to the addresses on the Order Form or by email to [email protected] and will be deemed received as set out in this Agreement.
21. Amendments and waivers
No modification is binding unless executed in writing by authorised representatives. No waiver is effective unless in writing.
22. Entire agreement
This Agreement is the complete statement of the parties' mutual understanding and supersedes prior agreements regarding the subject matter. TKoS may update Documentation Support Policy and SLA with reasonable notice.
23. Force majeure
Neither party is liable for delays caused by events beyond reasonable control excluding payment obligations.
24. Subcontractors
TKoS may use subcontractors and remains responsible for their compliance and performance.
25. Subpoenas
TKoS may disclose Subscriber Data as required by law and will use commercially reasonable efforts to notify Subscriber where permitted.
26. Independent contractors
Parties are independent contractors. No agency partnership or employment relationship is created.
27. Counterparts
This Agreement may be executed in counterparts.