Website Terms of Use

1. INTRODUCTION

(a) These terms of use (Website Terms) apply when you use the public pages of the websites we operate under ITSM Ltd and its brands — currently https://improve-desk.com/ and https://fulfilra.com/, together with any other website we operate that links to these Website Terms (each a Website). The public pages are the ones anyone can reach without signing in — such as a home page, pricing, template library, white papers, help centre, roadmap, support page and these legal pages.

(b) These Website Terms do not govern the applications themselves. Once you sign in to a Service, what you may do is governed by our SaaS Terms and Conditions and the relevant Service Schedule (if your organisation holds the subscription) and by our Acceptable Use Policy (if an organisation gave you access to its subscription). Where these Website Terms and either of those documents differ, those documents prevail for your use of the application — see clause 2(c) of our SaaS Terms and Conditions.

(c) You agree to be bound by these Website Terms, which form a binding contractual agreement between you and us, ITSM Ltd, a company registered in England and Wales under company number 17339600, with registered office at 167-169 Great Portland Street, 5th Floor, London, W1W 5PF ('we', 'our' or 'us'), trading on each Website under the brand that Website carries.

(d) If you do not agree to these Website Terms, you must refrain from using the Websites.

(e) We may change these Website Terms by updating this page. We give at least 30 days' notice of any change, in the same way as clause 19 of our SaaS Terms and Conditions, and your continued use of a Website after that period represents your agreement to the Website Terms as amended.

2. ACCESS AND USE OF THE WEBSITES

Each Website describes and gives access to one of our software-as-a-service products (each a Service): improve-desk.com describes ImproveDesk, a continual improvement register for IT service management, information security and compliance teams; fulfilra.com describes Fulfilra, a service request catalogue for IT and HR teams that installs into Jira Service Management. Where these Website Terms refer to a Service they mean the same thing as the "Service" defined in our SaaS Terms and Conditions and identified in its Service Schedule; the expressions describe one product each and are not intended to differ. Our Privacy Policy and Cookie Policy use "Services" more widely, to cover each Website and its application together, because both are within the scope of those documents.

The public pages exist so that you can find out about a Service, read any template library, white papers or help articles we publish, see our pricing, sign up (or join a waitlist before a Service launches), submit something through a capture link or support form we provide, read these legal pages, or get in touch. You may use them for those purposes, in accordance with these Website Terms and any applicable laws.

If you are responsible for an organisation's account, you must also ensure that your employees, subcontractors and other agents who use the Websites comply with these Website Terms.

3. YOUR OBLIGATIONS

You must not:

(a) copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of a Website without our express consent;

(b) use a Website for any purpose other than the purposes described in clause 2;

(c) use, or attempt to use, a Website in a manner that is illegal or fraudulent, or that facilitates illegal or fraudulent activity;

(d) use, or attempt to use, a Website in a manner that may interfere with, disrupt or create undue burden on the Website or the servers or networks that host it;

(e) scrape a Website, extract its content in bulk, or use any automated tool in a way that places an unreasonable load on it or circumvents any access control — this does not stop you using ordinary browser tools, assistive technology, a password manager, or the email-in, capture and support-form features we provide;

(f) act unlawfully or maliciously towards us, including by framing a Website or by linking to it in a way that misrepresents your relationship with us; or

(g) attempt to breach the security of a Website, or otherwise interfere with its normal functions, including by:

(i) gaining unauthorised access to any account or data reachable through the Website;

(ii) scanning, probing or testing the Website for security vulnerabilities — except where you do so in good faith, without accessing or altering anyone else's data, without degrading the service for others, and where you report what you find to us promptly and privately in accordance with clause 9;

(iii) overloading, flooding, mail-bombing, crashing, or submitting a virus to the Website; or

(iv) instigating or participating in a denial-of-service attack against the Website.

4. INFORMATION ON THE WEBSITES

While we make every effort to ensure that the information on the Websites is as up to date and accurate as possible, you acknowledge and agree that we do not (to the maximum extent permitted by law) guarantee that:

(a) a Website will be free from errors or defects;

(b) a Website will be accessible at all times;

(c) messages sent through a Website will be delivered promptly, or delivered at all;

(d) information published on a Website is complete or free from omission; or

(e) any information provided through a Website is accurate or true.

We reserve the right to change information or functionality on a Website by updating it at any time, including product descriptions and other content we publish (see clause 5). This does not apply to the price or the contracted functionality of a Subscription (as defined in our SaaS Terms and Conditions), which change only under clauses 8.3 and 19 of those Terms; the functionality and limits of a Free tier are those published under the relevant Service Schedule from time to time.

5. INTELLECTUAL PROPERTY

(a) We retain ownership of the Websites and the materials we publish on them (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Website Content), and we reserve all intellectual property rights owned or licensed by us that these Website Terms do not expressly grant you.

(b) Website Content does not include anything you or your organisation puts into a Service. That material is Client Data as defined in our SaaS Terms and Conditions, it belongs to your organisation, and clause 9 of those Terms governs it. Nothing in this clause prevents you from exporting, sharing or publishing your own organisation's records — including sending an evidence pack to an auditor or a certification body.

(c) You may make a temporary electronic copy of all or part of a Website for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish a Website or any Website Content without our prior written consent or as permitted by law.

6. LINKS TO OTHER WEBSITES

(a) The Websites may contain links to other websites that are not our responsibility. We have no control over the content of linked websites and we are not responsible for it.

(b) Inclusion of a link on a Website does not imply our approval or endorsement of the linked website.

7. SECURITY

We do not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of a Website, except to the extent clause 11(d) applies. You should take your own precautions to ensure that the process you use to access a Website does not expose you to the risk of viruses, malicious computer code or other forms of interference.

8. REPORTING MISUSE

If you become aware of misuse of a Website by any person, any errors in the material on a Website, or any difficulty in accessing or using a Website, please contact us immediately at support@itsm-ltd.com.

9. REPORTING A SECURITY ISSUE

If you believe you have found a security vulnerability in a Website or a Service, please tell us at support@itsm-ltd.com with enough detail for us to reproduce it, and give us a reasonable opportunity to fix it before you tell anyone else.

We will acknowledge your report and keep you informed, and we will not pursue you under clause 3(g) for research carried out in good faith within the limits set out there. We do not currently offer a bug bounty.

10. PRIVACY

Our Privacy Policy explains how we handle personal data collected through the Websites, and our Cookie Policy explains the cookies we set; there is nothing to accept in either, and both are published in the legal section of each Website.

11. LIABILITY

(a) We make no warranties or representations about the Websites or their content beyond those these Website Terms expressly give.

(b) To the maximum extent permitted by law, we are not liable to you for loss of profit, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss, arising in connection with your use of a Website. Our total liability to you in connection with the Websites is limited to £100.

(c) The £100 in clause 11(b) is what we owe you personally as a visitor to the Websites. If you use a Service under an organisation's subscription, what we owe that organisation is governed by clause 13 of our SaaS Terms and Conditions, and what we owe you personally as a user of the application is governed by clause 9 of our Acceptable Use Policy.

(d) Nothing in these Website Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded. If you are a consumer, nothing in these Website Terms affects your statutory rights.

(e) You indemnify us against any loss or liability we suffer arising from your breach of these Website Terms or your unlawful use of a Website. You are not liable to indemnify us to the extent the loss arises from our own breach, negligence or wilful misconduct.

(f) To the extent that any applicable law restricts the extent to which liability can be excluded under these Website Terms — including, for the avoidance of doubt, sections 2, 3 and 11 of the Unfair Contract Terms Act 1977 relating to the requirement of reasonableness, and their equivalents in any other jurisdiction — the exclusions in this clause are limited in accordance with those restrictions, and the remainder continues in full force and effect.

12. GENERAL

12.1. GOVERNING LAW AND JURISDICTION

These Website Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, are governed by and construed in accordance with the law of England and Wales. If you use the Websites in the course of a business, the courts of England and Wales have exclusive jurisdiction over any such dispute or claim. If you are a consumer, you may also bring or defend proceedings in the courts of the part of the United Kingdom in which you live, and nothing in this clause deprives you of the protection of mandatory provisions of the law of the place where you live.

12.2. THIRD PARTY RIGHTS

These Website Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their terms.

12.3. WAIVER

No party may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting it.

12.4. SEVERANCE

Any term of these Website Terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder is not affected.

12.5. JOINT AND SEVERAL LIABILITY

An obligation or liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

12.6. ENTIRE AGREEMENT

These Website Terms, read together with the documents named in clauses 1(b) and 10, embody the entire agreement between the parties in relation to their subject matter and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to it. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

12.7. INTERPRETATION

In these Website Terms: (a) (singular and plural) words in the singular include the plural and vice versa; (b) (gender) words indicating a gender include every other gender; (c) (defined terms) if a word or phrase is given a defined meaning, any other grammatical form of it has a corresponding meaning; (d) (person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity; (e) (party) a reference to a party includes that party's executors, administrators, successors and permitted assigns; (f) (these Website Terms) a reference to a clause is to a clause of these Website Terms; (g) (document) a reference to a document is to that document as varied, novated, ratified or replaced from time to time; (h) (headings) headings and words in bold type are for convenience only and do not affect interpretation; (i) (includes) the word "includes" and similar words in any form are not words of limitation; (j) (adverse interpretation) no provision will be interpreted adversely to a party because that party prepared it; and (k) (currency) a reference to £ or "GBP" is to pounds sterling.