ITSGovernance End User Agreement
A platform operated under SMCE (Service Management Center of Excellence)
This End User Agreement ("Agreement") governs the use of the ITSGovernance assessment platform and related services ("Service") by the purchasing entity or individual ("Customer," "You"). By accessing, registering for, or using the Service, You agree to be bound by this Agreement in its entirety.
1. Definitions and Corporate Relationship
1.1 "ITSGovernance" refers to the assessment platform and brand operated under the umbrella of SMCE (Service Management Center of Excellence) ("SMCE"). All references to "ITSGovernance" in this Agreement shall be understood to include SMCE as the parent operating entity.
1.2 "Service" means the ITSGovernance assessment platform, including all assessment tools, workbooks, gap analysis features, benchmarking capabilities, dashboards, reports, advisory content, and related digital products and services.
1.3 "Assessment Product" means any individual assessment workbook, template, or digital deliverable purchased through or accessed via the Service.
1.4 "Customer" or "You" means the individual or entity that registers for, purchases, or uses the Service.
1.5 All protections, disclaimers, limitations of liability, indemnification provisions, and intellectual property rights in this Agreement apply equally and jointly to both ITSGovernance and SMCE, including their respective directors, officers, employees, contractors, and agents.
1.6 Neither ITSGovernance nor SMCE shall be held liable, individually or collectively, for any improper use, misuse, abuse, or misrepresentation arising from the Customer's use of assessment tools, reports, dashboards, or any other deliverables provided through the Service.
2. Eligibility
2.1 The Service is available only to individuals who are at least eighteen (18) years of age and who have the legal capacity to enter into binding agreements.
2.2 If the Customer is registering on behalf of an organization, the individual completing registration represents and warrants that they have the authority to bind that organization to this Agreement.
2.3 By completing registration, the Customer confirms that the information provided is accurate and that they meet the eligibility requirements stated in this section.
3. Account Registration and Security
3.1 To access the Service, the Customer must register an account and provide accurate, current, and complete registration information. The Customer agrees to update this information promptly if it changes.
3.2 The Customer is solely responsible for maintaining the confidentiality of account credentials and for all activity that occurs under the Customer's account, whether or not authorized by the Customer.
3.3 The Customer shall notify ITSGovernance immediately upon becoming aware of any unauthorized access to or use of the Customer's account.
3.4 ITSGovernance reserves the right to suspend or terminate any account that it reasonably believes has been compromised, is being used fraudulently, or is in violation of this Agreement.
4. Scope of Service
4.1 The Service provides access to assessment tools, gap analysis, benchmarking, and advisory features relating to international standards and frameworks.
4.2 The Service is intended as a self-assessment and guidance tool only. It is not a substitute for legal, regulatory, or professional certification advice.
4.3 The Service does not provide certification, nor does it guarantee audit success, compliance, or any other outcome.
4.4 Assessment results reflect the Customer's self-reported inputs and the platform's maturity model logic. They do not constitute an independent audit, third-party verification, or official evaluation against any referenced framework or standard.
5. Intellectual Property and Digital Product License
5.1 All intellectual property rights in the Service, including software, assessment models, scoring logic, question structures, framework mappings, reports, and dashboards, remain the exclusive property of ITSGovernance and SMCE.
5.2 Each Assessment Product purchased grants a single-team license. The Customer may use the Assessment Product within the specific team or business unit that purchased it. "Team or business unit" means the organizational group identified at the time of purchase, operating under a single reporting line within the Customer's organization.
5.3 The license does not extend to other departments, divisions, business units, subsidiaries, affiliates, or any other organizational entity within or outside the Customer's corporate structure. Each additional team or business unit requires a separate license purchase.
5.4 The Customer shall not transfer, sublicense, share, redistribute, or make available any Assessment Product or derivative output to any individual or entity outside the licensed team or business unit, whether by email, shared drive, intranet posting, or any other means.
5.5 The Customer shall not reverse engineer, decompile, deconstruct, or systematically extract the assessment models, scoring logic, framework mappings, or question structures for the purpose of creating competing products, derivative assessment tools, or commercial offerings.
5.6 Modification of Assessment Products for internal use within the licensed team is permitted. However, modified versions remain subject to all terms of this Agreement and may not be distributed beyond the licensed team or business unit.
6. Payment Terms
6.1 Payment is due in full at the time of purchase. No Assessment Product will be delivered until payment has been confirmed and processed.
6.2 All prices are listed in the currency displayed on the platform at the time of purchase. ITSGovernance reserves the right to change pricing at any time without prior notice. Price changes do not affect previously completed transactions.
6.3 The Customer is responsible for all applicable taxes, including but not limited to value-added tax (VAT), goods and services tax (GST), sales tax, or any other levies imposed by the Customer's jurisdiction. ITSGovernance will collect and remit taxes where required by law.
6.4 In the event of a failed or disputed payment, ITSGovernance reserves the right to suspend or revoke access to the purchased product until the payment issue is resolved.
7. Refund and Cancellation Policy
7.1 All Assessment Product purchases are for digital products delivered electronically. Due to the nature of digital delivery, all sales are final and non-refundable once the product has been downloaded or access has been granted.
7.2 If the Customer experiences a verified technical defect that renders the Assessment Product unusable (e.g., corrupted file, missing content, broken formulas), ITSGovernance will provide a corrected replacement at no additional charge. Technical support requests must be submitted within fourteen (14) days of purchase.
7.3 Dissatisfaction with assessment content, scope, question depth, or subjective suitability does not constitute grounds for a refund. Customers are encouraged to review the detailed assessment descriptions, domain structures, and sample content available on the platform before purchase.
7.4 ITSGovernance reserves the right to issue refunds or credits at its sole discretion on a case-by-case basis.
8. Customer Responsibilities
8.1 The Customer shall ensure all information provided during assessments is complete and accurate.
8.2 The Customer shall maintain a valid license for any standard assessed using the Service, obtained directly from the respective standards body or authorized reseller.
8.3 The Customer shall use the Service solely for internal business or organizational purposes within the scope of the license granted under Section 5.
8.4 The Customer shall not rely on the Service as a legal opinion, official certification result, or substitute for professional advisory services.
8.5 The Customer shall not share, resell, or redistribute Assessment Products or related materials without prior written consent from ITSGovernance or SMCE.
9. Acceptable Use and Prohibited Conduct
9.1 The Customer shall use the Service and all Assessment Products solely for legitimate internal business purposes related to capability evaluation, maturity benchmarking, and improvement planning.
9.2 The Customer shall not: (a) Use assessment results to fraudulently misrepresent organizational maturity, compliance status, or capability levels to regulators, auditors, clients, partners, or any third party. (b) Use the Service to build, train, or inform competing assessment products, maturity models, or benchmarking tools, whether commercial or otherwise. (c) Use automated tools, scripts, bots, or scrapers to extract content, assessment logic, or data from the platform. (d) Attempt to gain unauthorized access to any part of the Service, other user accounts, or ITSGovernance systems. (e) Use the Service in any manner that violates applicable local, national, or international law or regulation.
9.3 ITSGovernance and SMCE shall bear no liability for any consequences, penalties, losses, or damages arising from the Customer's prohibited conduct, misuse, or misrepresentation of assessment results.
10. No Provision of Standards
10.1 ITSGovernance does not distribute, sell, or license official copies of ISO, IEC, NIST, CMMC, or any other standards or frameworks.
10.2 The Customer acknowledges and agrees that it is solely responsible for obtaining and maintaining a valid license to the applicable standard(s) directly from the respective standards body or authorized reseller.
11. Framework References and Standards Disclaimer
11.1 The Assessment Products reference industry frameworks, standards, and best practices including but not limited to ITIL, COBIT, ISO/IEC standards, NIST frameworks, PCI DSS, and others. These references are provided for contextual guidance only and are the original interpretive work of ITSGovernance.
11.2 ITSGovernance is not affiliated with, endorsed by, or certified by any standards body, framework owner, or industry organization referenced in its Assessment Products. All framework names, standard identifiers, and control references are the trademarks or intellectual property of their respective owners.
11.3 Framework mappings and control references may not reflect the most current revision of the referenced standard. The Customer is responsible for verifying alignment with the current edition of any standard relevant to their organization.
12. Service Availability
12.1 ITSGovernance does not guarantee uninterrupted, error-free, or continuously available access to the platform. The Service may be subject to scheduled maintenance, updates, or unplanned outages.
12.2 ITSGovernance will make reasonable efforts to minimize service disruptions and to notify Customers of planned maintenance in advance where practicable.
12.3 No credit, refund, or compensation shall be owed for any period of service unavailability.
13. Third-Party Services
13.1 The Service may utilize third-party providers for payment processing, hosting, analytics, and other operational functions. ITSGovernance is not responsible for the availability, security, or performance of third-party services.
13.2 The platform may contain links to external websites, standards bodies, or framework resources. ITSGovernance does not control and accepts no responsibility for the content, accuracy, or availability of external sites.
14. Disclaimers
14.1 The Service is provided on an "as-is" and "as-available" basis. ITSGovernance and SMCE make no warranties, express or implied, regarding accuracy, reliability, completeness, or fitness for a particular purpose.
14.2 ITSGovernance and SMCE disclaim all responsibility for: (a) Errors or omissions in assessment results, maturity scores, or improvement recommendations. (b) Any direct, indirect, incidental, or consequential damages arising from the use of the Service. (c) Certification outcomes, audit results, or regulatory penalties faced by the Customer. (d) Decisions made by the Customer or any third party based on assessment results or platform outputs.
15. Limitation of Liability
15.1 To the maximum extent permitted by applicable law, the total aggregate liability of ITSGovernance and SMCE to the Customer shall not exceed the total amount paid by the Customer for the Service in the twelve (12) months preceding the claim.
15.2 In no event shall ITSGovernance or SMCE be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunity, or goodwill, regardless of the theory of liability.
15.3 Nothing in this Agreement shall exclude or limit liability for fraud, intentional misconduct, or other liability which cannot be excluded under applicable law.
16. Indemnification
16.1 The Customer agrees to indemnify, defend, and hold harmless ITSGovernance, SMCE, and their respective directors, officers, employees, contractors, and agents from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to: (a) The Customer's use or misuse of the Service or any Assessment Product. (b) The Customer's breach of any term of this Agreement. (c) The Customer's violation of any applicable law, regulation, or third-party right. (d) Any third-party claim resulting from the Customer's reliance on, presentation of, or decisions based on assessment results. (e) Any unauthorized distribution, sharing, or transfer of Assessment Products beyond the licensed team or business unit.
17. Data Protection, Privacy, and Retention
17.1 ITSGovernance processes personal and organizational data in accordance with its Privacy Policy, which is incorporated into this Agreement by reference.
17.2 The Customer remains the controller of all data input into the Service and is responsible for compliance with applicable data protection laws, including but not limited to the UAE Personal Data Protection Law (PDPL), the EU General Data Protection Regulation (GDPR), and any other applicable data protection legislation.
17.3 Assessment data input by the Customer is retained for as long as the Customer maintains an active account, unless earlier deletion is requested.
17.4 The Customer may request export or deletion of their assessment data by contacting ITSGovernance support. Data deletion requests will be processed within thirty (30) days, subject to any legal retention obligations.
17.5 Upon account termination, ITSGovernance will retain Customer data for a period of ninety (90) days to allow for data recovery requests. After this period, data will be permanently deleted unless retention is required by applicable law.
17.6 Anonymized and aggregated data derived from Customer assessments may be retained indefinitely for the purpose of platform improvement, benchmarking research, and analytics. Such data will not identify the Customer or any individual.
18. Communication and Marketing Consent
18.1 By registering an account, the Customer consents to receive transactional communications related to purchases, account activity, and service updates.
18.2 The Customer may separately opt in to receive marketing communications, including product announcements, new assessment releases, and promotional offers. Marketing consent may be withdrawn at any time through the account settings or by following the unsubscribe instructions in any marketing communication.
18.3 Withdrawal of marketing consent does not affect the delivery of transactional communications required for the operation of the Service.
19. Termination
19.1 ITSGovernance may suspend or terminate access to the Service without liability if the Customer breaches this Agreement.
19.2 Upon termination, the Customer's license to use the Service and all Assessment Products shall immediately cease, subject to the data retention provisions in Section 17.
19.3 Termination of this Agreement shall not affect any rights, obligations, or liabilities that have accrued prior to termination, including the Customer's indemnification obligations under Section 16.
19.4 Sections 1, 5, 9, 14, 15, 16, 17, and 21 shall survive termination of this Agreement.
20. Force Majeure
20.1 Neither ITSGovernance, SMCE, nor the Customer shall be liable for any delay or failure to perform obligations under this Agreement caused by events beyond reasonable control, including but not limited to natural disasters, acts of war or terrorism, pandemics, government actions, cyberattacks, infrastructure failures, or disruptions to third-party services.
20.2 The affected party shall notify the other party as soon as reasonably practicable and shall use reasonable efforts to mitigate the impact of the force majeure event.
21. Governing Law and Jurisdiction
21.1 This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates as applied in the Emirate of Abu Dhabi.
21.2 Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Abu Dhabi, United Arab Emirates, unless otherwise required by mandatory consumer protection laws of the Customer's jurisdiction.
21.3 For Customers located outside the United Arab Emirates, ITSGovernance and SMCE reserve the right to pursue legal remedies in the jurisdiction where the Customer is located.
21.4 The parties agree to attempt resolution of any dispute through good-faith negotiation before initiating formal legal proceedings.
22. General Provisions
22.1 Entire Agreement. This Agreement, together with the Privacy Policy and any supplemental terms posted on the platform, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings.
22.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect.
22.3 Amendments. ITSGovernance may update this Agreement by posting a revised version on its website. Continued use of the Service after such posting constitutes acceptance of the updated terms. Material changes will be communicated to registered Customers via email or platform notification.
22.4 Assignment. The Customer may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of ITSGovernance. ITSGovernance may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
22.5 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce that provision or any other provision in the future.
22.6 Notices. All notices under this Agreement shall be in writing and delivered to the email address associated with the Customer's account or to ITSGovernance's designated support email address.
By registering for, purchasing, or using ITSGovernance assessments, You acknowledge that You have read, understood, and agree to be bound by this Agreement in its entirety.
ITSGovernance | Operated under SMCE (Service Management Center of Excellence)
