1. About these terms
1.1These terms are an agreement between Denwen Ltd, a company registered in England and Wales (company number 12725457), registered office [TO CONFIRM: registered office address] (“Denwen”, “we”, “us”), and the organisation that subscribes to the service (“the Customer”, “you”).
1.2The service is provided only to businesses and other organisations, not to consumers. By accepting these terms on behalf of an organisation, you confirm that you have authority to bind it.
1.3These terms incorporate our Data Processing Agreement (the “DPA”). Our Privacy Policy explains how we handle personal data for which we are the controller. If these terms and the DPA conflict on a matter of data protection, the DPA prevails.
2. Definitions
2.1Service: the hosted Denwen RMM platform, the console, the Windows agent and other software we make available for use with it, and related support.
2.2Tenant: the logically separate part of the Service that holds your organisation’s devices, settings and data. A Customer may have more than one Tenant, for example a managed service provider with a Tenant for each of its clients.
2.3Customer Data: all data, including personal data, that you or your Users put into the Service or that the Service collects from your Endpoints.
2.4Endpoint: a computer on which the agent is installed and enrolled into one of your Tenants.
2.5User: a person you authorise to use the console under your account.
2.6Provider Staff: Denwen employees and contractors who operate the Service.
3. The service
3.1We will provide the Service in accordance with these terms and the plan you have subscribed to, using reasonable skill and care.
3.2The Service is offered only as a hosted service. It is operated from servers in the United Kingdom.
3.3We may change and improve the Service over time. We will not make a change that materially reduces the security of the Service or removes a core function of your plan during a paid subscription period without telling you in advance.
3.4Unless your plan or a signed agreement says otherwise, we do not commit to a specific level of availability. Planned maintenance will be scheduled to limit disruption where practicable.
4. Accounts and security
4.1You are responsible for the Users you create, the roles you give them, and for keeping their credentials secure. You should require multi-factor authentication for your Users; the Service lets you enforce it for each Tenant.
4.2You must tell us promptly at security@denwen.co.uk if you become aware of any unauthorised use of your account or of a security weakness in the Service.
4.3Enrolment keys and installers that enrol Endpoints into your Tenant are credentials. You must protect them as such.
5. Your responsibilities
5.1Authority over Endpoints. You must only enrol Endpoints that you own, or that you are authorised by their owner to monitor and manage, and you must remove any Endpoint once that authority ends.
5.2You are the controller. For personal data in Customer Data, you (or, if you are a managed service provider, your client) are the controller and we are your processor. You are responsible for having a lawful basis for the monitoring, remote access, session recording, script execution and other processing you carry out with the Service.
5.3Telling people. You must inform the people who use your Endpoints, in a manner that satisfies applicable law, that their devices are monitored and managed, that remote sessions may take place and may be recorded, and how long recordings are kept. The Service provides an end-user consent prompt and an on-screen recording notice to help you do this; they do not replace your own notice to those people.
5.4Your configuration. You are responsible for the settings you choose, including consent prompt settings, retention periods, which Users can reach which sites, the scripts you run, and the third-party services you connect (such as your own email relay, webhooks, professional services automation (PSA) system, single sign-on identity provider, or your own AI model provider). Those third parties are chosen by you and are not our sub-processors.
5.5Managed service providers. If you use the Service to provide services to your own clients, you must have a written agreement with each of them that meets Article 28 of UK GDPR and EU GDPR (where applicable) and that authorises the use of Denwen as a sub-processor. Our DPA sets out the terms we accept for that purpose.
6. Acceptable use
6.1You must not use the Service, or allow it to be used, to:
- access, monitor or control any computer without the authority described in clause 5.1;
- covertly monitor individuals in breach of applicable law, including employment, privacy and surveillance law;
- distribute malware, or carry out attacks against any system or network;
- store or transmit material that is unlawful or that infringes the rights of others;
- probe, scan or test the vulnerability of the Service, or bypass its security or tenant boundaries, except as permitted by clause 6.2;
- interfere with the operation of the Service or other customers’ use of it, including by placing an unreasonable load on it;
- resell or provide the Service to third parties except as a managed service provider in accordance with clause 5.5; or
- copy, modify, reverse engineer or decompile any part of the Service, except as permitted by law.
6.2You may assess the security of the Service as it applies to your own Tenant. Please tell us in advance at security@denwen.co.uk before any active testing, and report any vulnerability you find to that address before disclosing it to anyone else. You must not test against another customer’s Tenant or data.
7. Provider access to your data
7.1No standing access. Provider Staff do not have standing access to your Tenants, your Endpoints or Customer Data.
7.2Support access grants. Provider Staff may access a Tenant only under a support access grant that one of your administrators has created (in Administration → Provider access) or has approved after a request from Provider Staff. Each grant states:
- its level — View (read-only), Manage (read and act, for example running scripts or changing settings) or Control (Manage plus remote desktop);
- whether it includes access to session recordings, which is a separate choice;
- the reason or ticket reference;
- a fixed duration, after which it expires automatically: Provider Staff may request between one hour and 30 days, and your administrators may grant, approve or renew a grant for up to 365 days (for example to match a support contract); and
- optionally, the one named member of Provider Staff to whom it applies.
7.3Your administrators may revoke a grant at any time, with immediate effect.
7.4Emergency access. If there is a security emergency affecting you, or where we must act to comply with a legal obligation, a Denwen administrator may open emergency (“break-glass”) access to a Tenant for no more than four hours, and only with a written reason. Your administrators are emailed immediately when this happens, the access is recorded in your audit log, and each use is reviewed afterwards.
7.5Audit. Everything Provider Staff do inside a Tenant is recorded in that Tenant’s own audit log and marked “Provider staff”.
7.6Remote sessions. When Provider Staff start a remote desktop session to an Endpoint at which someone is signed in and which is unlocked, the end-user consent prompt is always shown, whatever your own consent setting. When nobody is signed in, or the Endpoint is locked, your grant is the authorisation. Provider Staff cannot change your consent settings.
7.7Provider Staff accounts. Provider Staff accounts must use multi-factor authentication, cannot use remembered-device trust, have shorter session lifetimes than customer accounts, and can be restricted to approved IP addresses. Platform-level API keys cannot reach Customer Data.
7.8Alerts. Alerts raised by your Endpoints are delivered only to the notification channels and PSA integrations you configure, never to Denwen.
7.9Clause 7 governs access to Customer Data through the Service. It does not prevent a limited number of authorised Denwen personnel from administering the infrastructure the Service runs on — servers, databases and backups — which is necessary to operate it. That work is subject to the confidentiality and security obligations in the DPA, and is not used to view or act on Customer Data except as strictly needed for that purpose.
8. Your data and data protection
8.1You own Customer Data. You grant us a licence to host, process and transmit it only as needed to provide the Service to you, to keep it secure, and to comply with law.
8.2We process personal data in Customer Data as your processor in accordance with the DPA, which forms part of these terms.
8.3We may use aggregated, de-identified information about the operation of the Service (such as performance and error rates) to run and improve it. Such information does not identify you, your Users or the people using your Endpoints.
8.4If you enable the optional Denwen AI assistant, the prompts it builds may contain Customer Data and are processed by a model running on Denwen’s own hardware; they are not sent to any third-party AI provider. If you configure your own model provider instead, prompts go to that provider under your own agreement with it.
9. Trials, fees and payment
9.1A free trial, where offered, lets you evaluate the Service for the period and number of Endpoints shown when you sign up. A trial ends automatically unless you subscribe.
9.2Fees are as shown on our pricing page or in your order at the time you subscribe, and are exclusive of VAT, which is added where applicable.
9.3Subscriptions bought online are billed in advance, monthly or annually, through Stripe, and renew automatically for successive periods of the same length until cancelled. Payment card details are handled by Stripe and are not stored by us.
9.4If a payment fails and is not resolved within a reasonable period after we notify you, we may suspend the Service under clause 10.
9.5We may change our fees with at least 30 days’ notice. A change takes effect from your next renewal.
10. Suspension
10.1We may suspend all or part of the Service for you if:
- you are in material breach of clause 6 (Acceptable use);
- suspension is reasonably necessary to protect the Service, other customers, or the people using your Endpoints, from a security threat;
- fees are overdue as described in clause 9.4; or
- we are required to do so by law.
10.2We will give you notice before suspending where reasonably practicable, limit the suspension to what is necessary, and restore the Service promptly once the cause is resolved. Suspension does not delete Customer Data.
11. Term and termination
11.1These terms apply from when you first accept them until your last subscription ends.
11.2You may cancel a subscription at any time; it then ends at the end of the current billing period. Fees already paid are not refunded except where the law requires it or we agree otherwise.
11.3Either party may terminate immediately by notice if the other commits a material breach that is not remedied within 30 days of being notified of it, or becomes insolvent.
11.4On termination, your access ends and we will delete or return Customer Data as set out in the DPA. Before your subscription ends you can export data that the console makes available for export.
11.5Clauses that by their nature should survive termination — including 8, 12, 13, 15, 16 and 19 — survive it.
12. Intellectual property
12.1We and our licensors own all intellectual property rights in the Service. Denwen RMM is a registered trade mark of Denwen Ltd. Apart from the right to use the Service under these terms, no rights are granted to you.
12.2If you give us feedback or suggestions, we may use them without obligation to you.
13. Confidentiality
13.1Each party will keep the other’s confidential information confidential, use it only for the purposes of these terms, and disclose it only to people who need to know it and are bound by equivalent obligations, or where required by law.
14. Warranties and disclaimers
14.1Each party warrants that it has the power to enter into these terms.
14.2Except as expressly set out in these terms, the Service is provided without warranties of any kind, and all implied terms are excluded to the extent the law allows. We do not warrant that the Service will be uninterrupted or error-free, or that it will detect every fault, threat or missing patch on your Endpoints. You remain responsible for the systems you manage.
15. Limitation of liability
15.1Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.
15.2Subject to clause 15.1, neither party is liable for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, however arising.
15.3Subject to clause 15.1, each party’s total liability arising out of or in connection with these terms in any 12-month period is limited to the fees paid and payable by you for the Service in the 12 months before the event giving rise to the claim. Your obligation to pay fees is not limited by this clause.
16. Indemnity
16.1You will indemnify us against claims by third parties arising from your enrolment or monitoring of a computer without the authority required by clause 5.1, or from your failure to inform the people using your Endpoints as required by clause 5.3.
17. Changes to these terms
17.1We may update these terms. We will give you at least 30 days’ notice of a material change by email or in the console. If you do not accept a change, you may cancel before it takes effect, and the previous terms will continue to apply until the end of your current paid period.
18. General
18.1Neither party is liable for delay or failure caused by events beyond its reasonable control.
18.2You may not assign these terms without our consent. We may assign them to a successor to our business, with notice to you.
18.3These terms, the DPA and your order are the entire agreement between us about the Service. If any provision is found unenforceable, the rest remain in effect. A failure to enforce a right is not a waiver of it. No third party has rights under these terms under the Contracts (Rights of Third Parties) Act 1999.
18.4Notices to us must be sent to hello@denwen.co.uk. Notices to you will be sent to the account owner’s email address.
19. Governing law and jurisdiction
19.1These terms and any dispute or claim arising out of or in connection with them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.