Commercial Terms

These Commercial Terms are between the legal entity identified as the seller in an accepted Order (Seller) and the legal entity identified as the licensee in that Order (Customer). Seller uses the ClausePass 27001 brand for the downloadable implementation toolkit described in these Terms. A person or entity that merely places or pays for an Order on Customer’s behalf does not receive a license unless the Order also identifies it as Customer.

READ WITH THE ACCEPTED ORDER

The Order identifies Seller, Customer, the purchase-specific price, Purchased Release, Product Description, Delivery Date, the applicable support and notice processes, and any Negotiated Schedule. These Terms do not create rights for a different legal entity merely because it placed the Order or shares staff, systems, ownership, or a trading name with Customer.

Purchase summary

Use this table to locate the operative clauses. It is an explanatory aid and does not change or replace them.

Defined terms

Adapted Output means a policy, procedure, register, report, plan, presentation, record, or other output created by adapting Toolkit Materials and adding Customer Materials for Customer’s licensed work.

Agent means a contractor, adviser, or service provider that Customer authorizes to act on Customer’s instructions solely for Customer’s licensed work, needs access limited to the assignment’s material, purpose, and duration, and is subject to confidentiality and use restrictions consistent with these Terms. An Agent does not gain a separate license.

Authorized User means an employee, officer, or other individual working inside Customer who needs Toolkit Materials for Customer’s internal ISMS work.

Correction means a versioned change intended to repair a fault in Toolkit Materials.

Customer means the one legal entity identified as the licensee in an accepted Order. If a procurement provider, affiliate, individual, or other person places or pays for the Order, that person acts only on Customer’s behalf and does not become Customer unless a Negotiated Schedule expressly says otherwise.

Customer Materials means facts, decisions, data, evidence, branding, and original material supplied or created by Customer independently of Toolkit Materials. The term does not include ClausePass wording, structure, spreadsheet logic, design, or other Toolkit Materials merely because Customer copied or edited them.

Delivery Date means the date Seller or its authorized sales channel first makes the Purchased Release available to Customer, unless the Order states another date.

Independent Recipient means an auditor, certification body, regulator, customer, counterparty, or other reviewer that receives a completed, Customer-specific Adapted Output for its own independent role and does not act on Customer’s instructions as an Agent.

Negotiated Schedule means a document signed by authorized representatives of Seller and Customer that expressly changes identified clauses of these Terms. It is separate from the ordinary Order record.

Order means one or more accepted checkout, order-form, and confirmation records that, taken together, identify Seller, Customer, the Purchased Release, the applicable Product Description, price, Delivery Date, support and notice processes, and Terms version. An invoice or confirmation first sent after purchase records the transaction but does not by itself establish assent to a term that was not validly incorporated before acceptance.

Product Defect means a reproducible material failure of the delivered Toolkit Materials to satisfy the limited promise in Section 13. A failure is not a Product Defect to the extent it is caused by Customer adaptation or modification, inaccurate inputs, unsupported software, third-party conversion, or environment-specific behavior outside an expressly supported environment.

Product Description means the dated or versioned written description of the Purchased Release and any expressly supported environment that the sales flow identifies and makes available with the Order when Customer accepts it. General advertising that the Order does not identify is not the Product Description.

Purchased Release means the version of ClausePass 27001 identified in the Order and delivered to Customer.

Support Period means the 12 consecutive months beginning on the Delivery Date, unless the Order states a different start or end date.

Toolkit Materials means the ClausePass 27001 guides, templates, workbooks, presentations, structures, wording, formulas, validations, visual design, and supporting instructions supplied in the Purchased Release or in an Update that Customer lawfully receives from Seller under these Terms. Third-party materials remain subject to their own notices or licenses.

Update means a versioned maintenance, compatibility, content, security, or feature change that Seller chooses to release. A Correction is a type of Update when the context permits.

Eligibility, notice, and acceptance

ClausePass 27001 is offered under these Terms for business and professional use. Customer represents that it is purchasing for its own internal work and that the person accepting the Order has authority to bind Customer. An Order intended for a different licensee requires a Negotiated Schedule that identifies the parties and their respective rights.

Customer accepts these Terms by affirmatively accepting them in an electronic sales flow or signing an Order or Negotiated Schedule that incorporates them. Use-based assent applies only where applicable law recognizes it and Seller gave Customer clear notice and a retainable copy before first use. Seller will make a retainable copy available before or with the Order confirmation. Delivery of a document after purchase does not replace notice, consent, or acknowledgment that applicable law requires before purchase.

If a purchaser is legally a consumer despite the eligibility statement, rights that applicable law does not permit these Terms to waive remain in force. The facts and applicable law determine consumer status. The label in an Order does not. Seller may decline or cancel an ineligible Order before use and provide any repayment or reversal that applicable law requires.

A Negotiated Schedule controls only the clauses it expressly changes. The Order controls purchase-specific facts, followed by these Terms. The Product Description supplies the descriptive baseline used in Section 13 but does not otherwise change the license, disclaimers, remedies, or liability terms. General marketing material does not amend the agreement. A course of dealing or email changes it only when authorized representatives of both parties clearly agree to the change in writing.

Product, price, tax, and delivery

ClausePass 27001 is a downloadable implementation toolkit supplied in the Office and supporting file formats contained in the delivered archive. The Purchased Release does not include a licensed copy of an ISO standard. Read together, the delivered archive, Order, and incorporated Product Description identify what Customer purchased.

The price, currency, discount, tax, and payment method shown in the Order control. Payment is due before delivery unless the Order says otherwise. Customer is responsible for taxes that the Order lawfully places on Customer, excluding taxes on Seller’s net income.

Delivery occurs when Seller or its authorized sales channel makes the download available. Customer should download the archive promptly, retain it unchanged, and create separate working copies. Seller does not promise indefinite access to the original download link unless the Order does.

License grant

Subject to payment and compliance with these Terms, Seller grants Customer a perpetual, non-exclusive, non-transferable, and non-sublicensable license to use, copy, and adapt the Purchased Release for Customer’s internal ISMS work. The same license applies to each Update that Customer lawfully receives from Seller or its authorized delivery channel under these Terms.

Authorized Users may access Toolkit Materials as reasonably needed for Customer’s work. Customer may create Adapted Outputs, keep reasonable backup and archival copies, and preserve the delivered archive for support and change control.

Customer may share an Adapted Output inside Customer and with an Agent under Section 5. Customer may also share a completed, Customer-specific Adapted Output with an Independent Recipient when the disclosure is reasonably necessary for Customer’s implementation, assurance, legal, contractual, or business purpose and the output does not expose Toolkit Materials in reusable or substantial form. An Independent Recipient receives no right to reuse Toolkit Materials. Customer remains responsible for the disclosure and must share only the material needed for that purpose.

Customer may translate an Adapted Output for Customer’s internal use. A reusable translation of Toolkit Materials, distribution of translated source material, or translation for another entity or customer requires Seller’s prior written permission.

No affiliate, subsidiary, parent, franchisee, joint venture, portfolio company, procurement provider, or other legal entity is covered merely because it shares ownership, personnel, infrastructure, procurement, or an ISMS with Customer. Use for a second legal entity requires Seller’s written permission or another license.

Agents and external access

Customer may permit an Agent to access the Toolkit Materials necessary for a defined assignment performed for Customer. Customer must limit access by material, purpose, and duration, inform the Agent of the applicable restrictions, and require the Agent to protect the material and return or delete it when the assignment ends unless law requires retention.

An Agent may not retain ClausePass 27001 as a reusable method, source library, precedent collection, or starting point for another customer. An adviser or consultant that wants multi-customer, partner, white-label, resale, training, or service-provider rights needs a separate written license from Seller.

Customer is responsible for an Agent’s use of Toolkit Materials as if Customer made that use itself. Seller may ask Customer to identify Customer and the purpose of an Agent’s access when investigating suspected misuse.

An Independent Recipient does not become Customer’s Agent merely by reviewing an Adapted Output. Its independent duties, retention rules, and conclusions remain governed by applicable law and its own agreement with Customer. If it needs reusable Toolkit Materials rather than a completed Customer-specific output, Customer must use an Agent arrangement limited as this Section requires, where that role is genuine, or obtain Seller’s prior written permission.

Restricted use

Customer must not:

• sell, sublicense, rent, publish, distribute, or give access to Toolkit Materials outside the uses permitted by Sections 4 and 5
• upload Toolkit Materials to a public repository, public file-sharing service, public prompt, public dataset, or model-training corpus
• use Toolkit Materials to create or operate a competing template library, document product, subscription, courseware library, marketplace offering, or multi-customer delivery method
• remove or obscure ownership notices in Toolkit Materials in reusable source form, defeat access controls, or misrepresent ClausePass 27001 as an official ISO publication
• claim that ISO, an auditor, a certification body, or an authority endorses or guarantees ClausePass 27001
• use ClausePass 27001 unlawfully, infringe another person’s rights, or create false compliance, certification, effectiveness, or assurance evidence.

Uploading Toolkit Materials to a hosted AI, translation, conversion, collaboration, or analysis service is a disclosure to that provider. Customer may do so only when the provider qualifies as an Agent, the service is approved for Customer, access is restricted, the applicable contract and settings prohibit public disclosure and provider model training with the content, and the upload is necessary for Customer’s licensed work. Otherwise Customer needs Seller’s prior written permission.

Ownership, Customer Materials, and Adapted Outputs

Seller and its licensors retain their rights in Toolkit Materials. The license grants use rights but does not transfer ownership of ClausePass 27001 or Toolkit Materials in reusable source form.

Seller claims no ownership of Customer Materials. Customer retains whatever rights it has in those materials. Customer is responsible for having the rights and authority needed to provide, use, and disclose Customer Materials.

Customer may own original additions it creates in an Adapted Output, subject to Seller’s continuing rights in embedded Toolkit Materials. Customer may use and distribute the Adapted Output within the license in Section 4. Editing, branding, translating, or combining Toolkit Materials does not remove the license restrictions from the embedded material.

Customer grants Seller a limited right to use a support submission only to deliver support, reproduce and correct a Product Defect, protect the service, and meet legal obligations. Customer may provide feedback without Customer Materials or confidential information. Seller may use that generalized feedback to improve ClausePass 27001 and will not identify Customer publicly without permission.

Product function and Customer responsibility

ClausePass 27001 provides editable implementation guidance and working tools. Its workbooks may use inputs, formulas, validation, filters, tables, charts, and reports. A calculated value or status is decision support. It is not management approval, risk acceptance, evidence that a control operated, an audit conclusion, a legal opinion, or a certification decision.

The Purchased Release does not continuously synchronize every file. Customer must use the source and destination instructions in each artifact, preserve stable identifiers where provided, and control any snapshot or copied value used across spreadsheets.

Customer is responsible for adapting scope, obligations, policies, controls, ownership, risks, evidence, dates, and records to reflect its real operations. Customer must verify applicable legal, regulatory, contractual, privacy, employment, and sector requirements with qualified advisers when needed. Customer is also responsible for operating its controls, preserving truthful evidence, conducting required reviews and audits, and correcting its own implementation.

Before relying on an output, Customer must review the inputs, formula behavior, imported or copied data, assumptions, and current source. Customer must maintain appropriate access control, backups, malware protection, and change control for local files.

Tested environment and compatibility boundary

The release was tested using Microsoft 365 desktop apps, x64, version 16.0.20131.20154, on Windows 11 Pro build 26200. That statement identifies the release-test environment but is not a promise that every installation with the same label behaves identically. A browser edition, mobile edition, macOS release or third-party office suite is supported only if the Order or incorporated Product Description expressly names it.

Customer should test representative DOCX, XLSX and PPTX files in the environment it will use. The test should include opening, recalculating where relevant, saving, reopening, filtering, following package links, printing, and checking every behavior on which Customer will rely. A difference caused only by an unnamed application, conversion, browser or mobile edition, local security setting, add-in or Customer modification is not a Product Defect.

Seller’s discretionary clarification of a compatibility question does not add that environment to the support commitment. Customer should obtain an Order-specific statement before purchase if a different environment is material.

Support

During the Support Period, Customer may send a low-sensitivity support description through the support contact stated in the Order or purchase confirmation. The request should state the Order identifier, Purchased Release, file name, application and version, operating system, steps to reproduce, expected result and actual result. Customer should use invented or minimized content and include a sample or screenshot only after checking it for personal data, credentials, customer information, hidden content and local paths.

Included support covers delivery access, reproducible Product Defects, and reasonable clarification about the intended use of Toolkit Materials. It excludes unlimited consulting, Customer-specific legal or regulatory analysis, control design, evidence review, certification representation, custom integration, bespoke content, implementation services, and recovery of Customer data that was deleted, corrupted, or lost outside the delivered archive.

These Terms contain no service-level agreement (SLA) and set no fixed response, triage or resolution time. The general support contact is not represented as continuously monitored or available 24 hours a day. A target stated in an Order controls for that Order and is an initial-response target unless it expressly says otherwise. Reproduction, workaround, Correction and final resolution remain separate states.

No dedicated vulnerability-disclosure or security-reporting channel is published in this release. The general support contact is not a substitute for such a process. Customer may use it to ask for current security-reporting instructions, but must not include exploit details, credentials or sensitive evidence in that first message. Until a dedicated process is published, Customer must not treat the general support contact as a vulnerability-reporting channel.

Updates, Corrections, and end of service

Customer is entitled to receive each Update that Seller generally releases for the Purchased Release during the Support Period. Seller does not promise a fixed release cadence, a particular future feature, continued compatibility with an unnamed environment, or an Update for every issue.

Seller will use versioned releases. It will not intentionally replace a delivered release silently. To the extent known, a material Correction notice will identify the affected material, describe the issue and known impact, state an available workaround or Correction, and give an adoption recommendation. Seller may withdraw an affected release and provide a corrected release, a prior release Seller identifies as unaffected, or rollback instructions.

Customer controls adoption into its adapted work. Before adoption, Customer should preserve the prior release, identify affected Adapted Outputs and decisions, test the Update in a copy, and retain a rollback point. Customer should then record adoption or deferral. Seller is not responsible for a Customer merge that overwrites Customer Materials or prior approvals.

An Update that Customer lawfully receives from Seller under these Terms is licensed perpetually on the same entity and use boundary as the Purchased Release. The same license applies to repaired or replacement Toolkit Materials supplied through a preserved Product Defect investigation, whether or not that delivery is an Update. Adopting an Update does not extend the Support Period or add another legal entity.

When the Support Period ends, the license to the Purchased Release, those lawfully received Updates, and those repaired or replacement Toolkit Materials continues unless terminated under Section 18. General support and entitlement to later Updates end unless an Order or renewal says otherwise. That end does not cut off a Product Defect investigation preserved under Section 13 or the delivery and licensing of its repair or replacement. Renewal, if offered, is optional. These Terms do not authorize automatic renewal or a recurring charge.

Digital delivery, cancellation, transaction errors, and defect remedies

For a purchase made by a business or professional for business use, Seller offers no voluntary convenience cancellation after digital delivery unless the Order says otherwise. That contractual position does not limit a negotiated Order term, corrected transaction, payment-channel remedy, Product Defect remedy or right that applicable law does not permit the parties to exclude.

A consumer retains every mandatory withdrawal, cancellation, conformity and remedy right that applies to the transaction. Immediate supply of digital content ends a withdrawal right only where the applicable law permits that result, performance has begun, the consumer gave the required prior express consent and acknowledged the resulting loss of the right, and the trader provided the required contract confirmation on a durable medium. If any required condition or record is absent, these Terms do not treat the right as lost.

Consumer availability, withdrawal handling and remedies depend on applicable law and the sales-channel disclosures supplied for the relevant market. These Terms are not jurisdiction-specific legal advice and do not decide whether a purchaser is legally a consumer. Duplicate, unauthorized or wrong-item transactions remain a separate corrective-action process. Customer should provide the Order or payment-channel reference without full payment-card data.

Product Defect. Customer should report a Product Defect during the 90-day contractual period in Section 13 and provide enough safe information for Seller to reproduce it. Seller will, at Seller’s option, repair or replace the affected material. If neither repair nor replacement brings that material into substantial conformity within 10 U.S. business days after sufficient reproduction information is received, Customer retains every remedy that applicable law does not permit the parties to exclude.

Where a lawful cancellation, termination, repayment or reversal ends the license, Customer should stop using and delete Toolkit Materials, backups and Adapted Outputs containing reusable or substantial Toolkit Materials, except where law requires retention. Repair or replacement remains the exclusive contractual remedy for the limited promise, subject to any applicable consumer, payment-channel, marketplace or other non-waivable remedy.

Limited delivered-file promise

For 90 days after the Delivery Date, Seller promises that the delivered archive will substantially match the incorporated Product Description for the Purchased Release, that included Office files will be structurally valid Office Open XML (OOXML) packages, that Seller will not knowingly include macros or executable code unless the Product Description discloses them, and that Toolkit Materials will materially conform to that Product Description when used in an expressly supported environment.

This promise does not cover a failure to the extent caused by Customer edits or data, unsupported software, third-party conversion, renamed or broken links caused by moving individual files outside their package relationships, malware introduced after Delivery, lost credentials, external websites, third-party services, local security restrictions, or a failure to adapt and operate the material for Customer’s circumstances.

The Product Defect process and remedies in Section 12 apply to this promise. Reporting a problem during the 90-day period preserves the request while Seller investigates it. The period does not expire merely because a supported investigation continues beyond day 90.

Warranty and outcome disclaimer

IMPORTANT WARRANTY NOTICE

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS LIMITED PROMISE IN SECTION 13, THE PURCHASED RELEASE, SUPPORT, UPDATES, AND CORRECTIONS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” SELLER DISCLAIMS IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND RESULTS. SELLER DOES NOT WARRANT CERTIFICATION, LEGAL OR REGULATORY COMPLIANCE, SECURITY, CONTROL EFFECTIVENESS, UNINTERRUPTED USE, ERROR-FREE OPERATION, A PARTICULAR IMPLEMENTATION TIME OR COST, OR ACCEPTANCE BY AN AUDITOR, CERTIFICATION BODY, CUSTOMER, OR AUTHORITY. A DISCLAIMER DOES NOT APPLY WHERE LAW DOES NOT PERMIT IT.

ClausePass 27001 is not an ISO publication and does not include the ISO/IEC 27001 standard. Seller is not ISO, does not perform certification, and does not claim ISO endorsement. Certification and audit decisions are made by independent parties using their own contracts, competence, evidence, and judgment.

Limitation of liability

IMPORTANT LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE UNDER OR IN CONNECTION WITH THE PURCHASED RELEASE OR THESE TERMS FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS, OR FOR LOST PROFIT, REVENUE, BUSINESS, SAVINGS, DATA, GOODWILL, OR CERTIFICATION OPPORTUNITY, EVEN IF THE POSSIBILITY WAS DISCLOSED. SELLER’S AGGREGATE LIABILITY ARISING FROM THE PURCHASED RELEASE AND THESE TERMS WILL NOT EXCEED THE AMOUNT PAID FOR THE PURCHASED RELEASE UNDER THE ORDER.

The exclusions and cap do not apply to liability that law does not permit a party to exclude or limit. They do not limit Customer’s payment obligations or liability for unauthorized distribution, infringement, or deliberate misuse of Toolkit Materials. They also do not limit Seller’s liability for fraud or willful misconduct, or for death or personal injury where applicable law prohibits limitation.

If the limited remedy in Section 12 fails of its essential purpose, any additional remedy required by applicable law remains available. Each party must take reasonable steps to reduce avoidable loss.

Confidentiality and support submissions

Customer must not send passwords, private keys, tokens, full payment-card data, health data, sensitive or specially regulated personal data, production secrets, full customer records or live ISMS evidence through the general support contact. Screenshots and samples should use neutral data and be checked for hidden rows, comments, metadata, names, email addresses, browser tabs and local paths before transfer.

No protected upload endpoint is published in this release. If neutral data cannot reproduce the issue, Customer must first send only a low-sensitivity description and obtain current protected-transfer instructions and any applicable processing terms. Customer must not transfer the sensitive material until that process and purpose are agreed. Seller may decline unsafe material and request a neutral reproduction.

The downloaded Toolkit Materials operate locally. By themselves, they do not send Customer’s completed policies, risks, evidence, spreadsheet values, or reports to Seller. External links, email, hosted collaboration, AI services, and other tools that Customer chooses may transmit data under their own terms and notices.

Product data and privacy boundary

This Section defines the product boundary and contractual limits for Order and support information. It is not a complete point-of-collection privacy notice, and the package publishes no protected upload endpoint or dedicated security-reporting channel. Where Seller determines why and how personal information is processed for a direct Order or support request, Seller acts in the corresponding controller or business role under applicable law. A sales, payment, hosting or email provider may have a separate legal role and notice.

The information involved depends on the channel and the request. It may include business contact details, Customer and Order information, transaction status and provider reference, support messages and attachments, update preferences, and technical or security records. Seller may process that information only as reasonably needed to deliver the Order, authenticate entitlement, provide support and Updates, investigate Product Defects, prevent fraud and misuse, secure the service, keep required business records, comply with law, and establish or defend legal claims. Seller does not need full payment-card data to provide ClausePass support, and Customer must not send it.

Seller may disclose necessary information to providers supporting sales, payment, hosting, email, support, security, and professional services, to an authority where law requires it, or to a genuine successor transaction. Seller will limit a provider’s access to what is reasonably needed for its assigned service and retain information only for the applicable operational, security, accounting, tax, dispute, or legal period. The period and any deletion or de-identification step depend on the category, provider, jurisdiction, open request, and legal hold.

The privacy notice presented where information is collected must identify the current Seller details, purposes and legal bases, recipient categories, retention criteria, processing locations or transfer safeguards, available rights and complaint process required for that channel and market. An individual may use the privacy contact process stated in the point-of-collection notice for a low-sensitivity privacy question. Seller may verify identity, authority and jurisdiction before acting. Any secure identity evidence should use a separately agreed protected process.

Where a sales channel is offered in a market, the market-specific notice or disclosure presented through that channel governs any additional controller, representative, transfer, consumer or accessibility information required for that market. These Terms do not claim that every market is served. Customer must not use a support request to send information about a child unless the parties have agreed a lawful and necessary process in advance.

Term and termination

These Terms begin when Customer accepts them and continue while Customer has rights or obligations under them. Customer may stop using ClausePass 27001 at any time.

Seller may terminate the license for a material breach that Customer does not cure within 10 days after written notice. Seller may terminate immediately for deliberate resale, public distribution, infringement, prohibited model training, or other intentional misuse that cannot reasonably be cured.

On termination, Customer must stop using and delete Toolkit Materials and backups. Customer may retain Customer Materials and Adapted Outputs that do not expose reusable or substantial Toolkit Materials, together with records that law requires, unless the termination notice or applicable remedy lawfully requires more. Any retained output remains subject to the restrictions that survive.

The license is tied to Customer. Customer must contact Seller before a merger, sale, divestiture, or other change will move use to another legal person. Seller may approve a written transfer, require a replacement Order, or decline the transfer where permitted.

Sections concerning ownership, restrictions, payment, remedies already due, disclaimers, liability, privacy, disputes, and general provisions survive to the extent their purpose requires.

Export controls and sanctions

Each party must comply with export-control and sanctions law that applies to its conduct. Customer must not obtain, provide, export, re-export, transfer, or use ClausePass 27001 where the transaction, person, destination, or use is prohibited.

Export and sanctions requirements can change and depend on the facts. These Terms do not assign an export classification, publish a complete prohibited-country list, or replace screening. Seller may withhold or cancel delivery when it reasonably believes the transaction is prohibited and will provide any repayment or reversal that applicable law requires.

Governing law and disputes

Delaware law governs these Terms, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. This choice does not remove a mandatory protection or forum that applicable law does not permit the parties to waive.

Before filing a claim, a party should send a written description of the dispute and requested resolution to the other party and allow 30 days for good-faith discussion. Notices to Seller use the notice process stated in the Order or purchase confirmation. A party may seek urgent injunctive relief or use an eligible small-claims procedure without waiting when delay would materially prejudice its rights.

Subject to any non-waivable forum right, the state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction there.

Changes to these Terms

The Terms version incorporated into an Order governs that Order. Seller may publish a new version for later Orders or optional services. A later version does not reduce Customer’s perpetual license to the Purchased Release or alter an existing Order unless Customer expressly agrees or law requires the change.

Seller may update the privacy information in Section 17 when practices or law change. A material change affecting information already held will be communicated through an available contact process when applicable law requires it. A privacy-notice update does not expand the license restrictions or liability terms for an existing Order.

General provisions

Customer may not assign these Terms or the license without Seller’s written consent. Seller may assign them in connection with a merger, reorganization, financing, or sale of substantially all assets relevant to ClausePass 27001, provided the assignment does not remove a non-waivable Customer right.

Neither party is liable for delay caused by an event beyond its reasonable control, except for payment due, confidentiality, data protection, or obligations that the event does not prevent. The affected party must notify the other when practical and resume performance when the event no longer prevents it.

These Terms do not create a partnership, employment, fiduciary, franchise, or agency relationship between Seller and Customer. An Agent under Section 5 acts on Customer’s instructions for the licensed work, not for Seller. An Independent Recipient remains independent.

Failure to enforce a clause is not a waiver. If a clause is unenforceable, a court may narrow it to the minimum lawful extent, and the rest remains in effect. Headings are for navigation and do not change meaning. No third party receives a right under these Terms merely because Customer may share an Adapted Output with it.

The Negotiated Schedule, Order, these Terms, and incorporated Product Description form the entire agreement about the Purchased Release, in the priority stated in Section 2. General advertising and later invoices or notices do not add terms. Customer may keep electronic records and communicate electronically. Each party is responsible for maintaining current operational contact details.

Contact

Keep this Terms version with the Order and the delivered archive. Read Start here: License and release for explanatory guidance on recurring decisions. The guide does not change these Terms. Keep changing purchase, support, and update history in the approved purchase and support record described there.