Terms of Service

01 Acceptance of Terms

By creating an account or using NetGuard you accept these Terms in full.

These Terms constitute a legally binding agreement between you ("Customer", "you", or "your") and NetGuard Ltd., a company incorporated in England and Wales ("NetGuard", "we", "us", or "our"), governing your access to and use of the NetGuard cloud-based compliance automation platform and all associated software, APIs, documentation, and support services (collectively, the "Service").

By (a) clicking "I Agree" or a similar acceptance button, (b) executing an Order Form that references these Terms, or (c) accessing or using any part of the Service, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have such authority, you must not use the Service.

Modifications to Terms

NetGuard reserves the right to modify these Terms at any time. We will notify you of material changes at least 30 days in advance by email or an in-app notice. Your continued use of the Service after the effective date of any update constitutes acceptance of the revised Terms. If you disagree with an update, you may terminate your subscription before it takes effect.

02 Service Description

NetGuard is a SaaS compliance platform — we scan your connected systems and report on security posture.

NetGuard provides a software-as-a-service compliance automation platform that enables organisations to:

• Connect cloud, identity, network, and development tool providers via built-in integrations (AWS, Azure, GCP, Okta, Cisco Meraki, Palo Alto Panorama, GitHub, GitLab).
• Automatically evaluate infrastructure against security controls mapped to compliance frameworks including SOC 2, ISO 27001, CIS v8, and NIST CSF.
• Generate compliance reports and evidence packages.
• Monitor security posture over time through a centralised dashboard.

Beta Features

Certain features may be made available in "beta" or "preview" status. Beta features are provided as-is without warranty. NetGuard may modify, restrict, or discontinue beta features at any time without notice.

Service Changes

We continuously improve the Service and may add, modify, or remove features. We will provide reasonable notice of any removal of material functionality that you actively use.

03 Accounts & Responsibilities

You are responsible for your account, your users, and keeping your credentials secure.

Registration

To use the Service you must register for an account, provide accurate and complete information, and keep that information up to date. You must be at least 18 years old and authorised to enter into this agreement.

Account Security

You are solely responsible for:

• Maintaining the confidentiality of your account credentials.
• All activities that occur under your account, whether authorised or not.
• Immediately notifying NetGuard at [email protected] upon becoming aware of any unauthorised access.

NetGuard will not be liable for any loss arising from your failure to maintain the security of your credentials.

User Administration

Organisation accounts may designate administrators who can create, manage, and remove user accounts. Administrators are responsible for ensuring all users within their organisation comply with these Terms.

Credential Storage for Integrations

When you connect a third-party integration you may provide API keys, access tokens, or other credentials. You represent that you have the right to provide these credentials and that doing so does not violate any third-party terms. NetGuard stores credentials encrypted at rest. We recommend using least-privilege access credentials scoped to read-only permissions where possible.

04 Acceptable Use

Use the Service lawfully and fairly. Don't misuse it or harm others.

Permitted Use

Subject to these Terms and payment of applicable fees, NetGuard grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for your internal business purposes.

Prohibited Activities

You must not, and must ensure your users do not:

• Violate any applicable law, regulation, or third-party rights.
• Use the Service to scan systems or infrastructure for which you lack authorisation.
• Attempt to reverse-engineer, decompile, or extract source code from the Service.
• Circumvent or attempt to defeat any security, access control, or rate-limiting mechanism.
• Transmit malicious code, viruses, or other harmful software.
• Use the Service to facilitate or conceal any unlawful activity.
• Resell, sublicense, or provide access to the Service to third parties without written consent.
• Use automated means to access the Service in a way that exceeds reasonable use or damages the Service.
• Upload content that infringes intellectual property rights or contains unlawful material.

Fair Use

Your subscription plan includes usage limits (API calls, scan frequency, number of connected integrations, report generation). NetGuard reserves the right to throttle or suspend access if usage materially exceeds your plan limits or adversely impacts other customers.

05 Payment & Billing

Fees are due monthly or annually in advance. Overdue accounts may be suspended.

Billing Cycle & Payment

Subscriptions are billed in advance on a monthly or annual basis, beginning on the date your subscription starts. All fees are in US Dollars unless otherwise stated in your Order Form. NetGuard uses Stripe for payment processing. By providing payment details you authorise recurring charges.

Taxes

All fees are exclusive of taxes. You are responsible for all applicable taxes, levies, and duties (excluding taxes on NetGuard's net income). If required by law, NetGuard will add applicable VAT or GST to invoices.

Late Payment

If any fees are overdue, NetGuard may (i) charge interest at 1.5% per month on the outstanding balance and (ii) suspend your access to the Service after providing 7 days' written notice. Suspension does not relieve you of the obligation to pay outstanding amounts.

Refunds

Except where required by applicable law, subscription fees are non-refundable. If you cancel your subscription, you retain access until the end of your current billing period. No pro-rata refunds are issued for unused portions of a subscription term, except at NetGuard's sole discretion.

Plan Changes

You may upgrade your plan at any time; the upgrade will take effect immediately, and the fee difference will be charged on a pro-rata basis. Downgrades take effect at the start of the next billing period.

Free Trials

NetGuard may offer a free trial period. At the end of the trial, your account will automatically convert to a paid subscription unless you cancel before the trial period expires. Trial access may have reduced feature availability.

06 Intellectual Property

We own the platform. You own your data. Neither party gains ownership of the other's IP.

NetGuard IP

NetGuard and its licensors exclusively own all right, title, and interest in and to the Service, including all software, algorithms, machine learning models, compliance rule sets, documentation, trade secrets, and all associated intellectual property rights. These Terms do not grant you any ownership rights in the Service.

Customer Data

You retain ownership of all data you submit to or generate through the Service ("Customer Data"), including configuration data, scan results, and compliance reports. You grant NetGuard a limited, non-exclusive licence to process Customer Data solely to provide the Service and as described in our Privacy Policy.

Feedback

If you provide feedback, suggestions, or ideas regarding the Service, you grant NetGuard a perpetual, irrevocable, royalty-free, worldwide licence to use, incorporate, and exploit such feedback without restriction and without obligation to you.

Aggregate & Anonymised Data

NetGuard may generate aggregate, de-identified statistical data derived from your use of the Service (e.g. industry benchmark compliance scores). Such aggregate data does not identify you or your organisation and may be used by NetGuard for any purpose, including product improvement and marketing.

07 Data Processing & Privacy

We process your data to provide the Service. Detailed privacy practices are in our Privacy Policy and DPA.

Privacy Policy

Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

Data Processing Agreement

If you are subject to the GDPR, UK GDPR, or similar data protection laws, our Data Processing Agreement ("DPA") governs our processing of personal data on your behalf. The DPA is available at [email protected] and is incorporated into these Terms upon execution.

Data Location

Customer Data is stored and processed in the European Economic Area (EEA) by default. Enterprise customers may request data residency in other regions (US, APAC) subject to availability and additional fees.

Security Measures

NetGuard maintains industry-standard administrative, physical, and technical security measures designed to protect Customer Data, including AES-256 encryption at rest, TLS 1.3 in transit, role-based access controls, and regular third-party penetration testing.

Security Incidents

In the event of a confirmed personal data breach affecting your data, NetGuard will notify you without undue delay and in accordance with applicable law (no later than 72 hours for GDPR-reportable incidents). We will provide reasonable cooperation to assist with your regulatory notification obligations.

08 Service Availability & SLA

We aim for 99.5% uptime. If we miss it, you can claim service credits.

Exclusions

The SLA does not apply to downtime caused by: (i) scheduled maintenance (notified at least 48 hours in advance); (ii) events outside NetGuard's reasonable control (force majeure); (iii) your actions or inactions including misuse; (iv) third-party service failures outside our control; or (v) suspension of your account for breach of these Terms.

Credit Claims

To claim service credits you must submit a written request within 30 days of the downtime event to [email protected]. Credits will be applied to your next invoice. Credits are your sole remedy for service unavailability.

Maintenance Windows

Scheduled maintenance typically occurs between 02:00–04:00 UTC on Sundays. Emergency maintenance may occur at any time; NetGuard will provide as much advance notice as reasonably practicable.

09 Limitation of Liability

Our liability is capped at 12 months of fees paid. We are not liable for indirect losses.

Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NETGUARD, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF NETGUARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Aggregate Cap

NETGUARD'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO NETGUARD IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) USD $500.

Exceptions

Nothing in these Terms limits or excludes either party's liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) any matter which cannot legally be excluded.

Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". NETGUARD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NETGUARD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT IT WILL MEET YOUR SPECIFIC COMPLIANCE REQUIREMENTS.

10 Indemnification

You indemnify us for claims arising from your misuse. We indemnify you for IP infringement claims against the platform.

Customer Indemnification

You agree to defend, indemnify, and hold harmless NetGuard and its affiliates, officers, and employees from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) Customer Data that infringes third-party rights; (c) your violation of applicable law; or (d) your relationship with your end users.

NetGuard Indemnification

NetGuard will defend you against any third-party claim alleging that the Service, as provided by NetGuard and used in accordance with these Terms, infringes a third party's patent, copyright, or trade mark, and will indemnify you for any damages awarded against you in such a claim. This obligation does not apply to the extent the claim arises from: (i) Customer Data or your modifications to the Service; (ii) use of the Service in combination with third-party products not approved by NetGuard; or (iii) continued use after NetGuard has notified you of an infringement and provided a workaround.

Indemnification Procedure

The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defence and settlement (provided no settlement imposes liability on the indemnified party without consent); and (c) provide reasonable cooperation at the indemnifying party's expense.

11 Termination

Either party can cancel. Your data is available for export for 30 days after termination.

Termination by Customer

You may cancel your subscription at any time through the account settings or by contacting [email protected]. Cancellation takes effect at the end of the current billing period. No refunds are issued for the remaining period.

Termination by NetGuard

NetGuard may terminate or suspend your access immediately, with or without notice, if:

• You materially breach these Terms and fail to cure within 30 days of written notice (10 days for payment breaches).
• You engage in fraudulent, illegal, or seriously harmful activity.
• NetGuard is required to do so by law or court order.

NetGuard may also terminate the Service on 60 days' notice if it elects to discontinue the Service entirely.

Effect of Termination

Upon termination: (a) your rights to use the Service immediately cease; (b) you remain liable for any outstanding fees; (c) NetGuard will make your Customer Data available for download for 30 days post-termination, after which it will be deleted in accordance with our data retention policy.

Survival

Sections relating to payment obligations, intellectual property, confidentiality, limitation of liability, indemnification, dispute resolution, and general provisions survive termination.

12 Dispute Resolution

We try to resolve disputes informally first. Otherwise, English courts have jurisdiction.

Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for at least 30 days. Either party may initiate this by sending written notice describing the dispute to the other party's legal contact.

Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

Jurisdiction

Subject to the informal resolution process above, each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising out of or in connection with these Terms.

Customers in Other Jurisdictions

If you are located in a jurisdiction where mandatory local law provides consumer protection rights that cannot be waived, nothing in these Terms limits those rights. Enterprise customers may negotiate alternative governing law and jurisdiction in their Order Form.

13 General Provisions

Entire Agreement

These Terms, together with any Order Form, the Privacy Policy, and the DPA (if applicable), constitute the entire agreement between you and NetGuard regarding the Service and supersede all prior agreements, representations, and understandings.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining Terms shall remain in full force and effect.

Waiver

No waiver of any term shall be deemed a further or continuing waiver, and NetGuard's failure to assert any right shall not constitute a waiver of such right.

Assignment

You may not assign or transfer these Terms, or any rights hereunder, without NetGuard's prior written consent. NetGuard may freely assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this section is void.

Force Majeure

Neither party shall be in breach of these Terms or liable for any delay or failure to perform obligations due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, government action, internet service provider failures, or widespread infrastructure failures, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

Notices

Legal notices to NetGuard must be sent to [email protected] and to our registered office address. We will send notices to the email address associated with your account. Notices are deemed given 24 hours after sending (email) or 3 business days after posting (post).

Relationship of Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship.

Confidentiality

Each party agrees to protect the other's confidential information using at least the same degree of care it uses for its own confidential information (but no less than reasonable care), and not to disclose it to third parties without prior written consent, except as required by law or to provide the Service.

Export Control

You agree to comply with all applicable export and re-export control laws and regulations. You represent that you are not located in, and will not use the Service in, any country subject to applicable sanctions.

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