For your reference, our Terms & Conditions of Business are as shown below. In case of doubt, the current Master document is available on request.
Please read these Terms and Conditions carefully. All contracts that CSUK may enter into from time to time for the provision of consultancy and or certification services shall be governed by these Terms and Conditions, and CSUK will ask the Client for the Client’s express written acceptance of these Terms and Conditions before providing any consultancy or certification services to the Client.
TERMS AND CONDITIONS
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:
“Charges” means the following amounts:
(a) the amounts specified in the CSUK Quotation or agreed order;
(b) such amounts as may be agreed in writing by the parties from time to time; and
“Client” means the person or entity identified as such in the CSUK quotation
“Client Materials” means all works and materials supplied by or on behalf of the Client to the Consultant for incorporation into the Deliverables or for some other use in connection with the Services;
“Consultant” means Breen IT Solutions Ltd trading as Cyber Securities UK a company incorporated in England and Wales registration number 07432266 having its registered office at Office 49, Big Padlock Centre, Champions Business Park, Arrowe Brook Road, Upton, Wirral, CH49 0AB
– the “Certification Body“); and hereinafter referred to as the Consultant
“Contract” means a particular contract made under these Terms and Conditions between the Consultant and the Client;
“Deliverables” means Services, Consultancy and/or incidental products supplied in regard to CSUK’s activities in relation to advising, moderating, certifying & guiding the end-user organisation towards relevant cybersecurity and/or information governance standards & certification including progression towards GDPR Readiness.
“Effective Date” means the date of execution of this Agreement incorporating these Terms and Conditions
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“CSUK Materials” means the Consultants Materials which are documentation, documentation toolkits, related web platforms & content and any other IP relating to CSUK’s activities as a Certification Body, GDPR Practitioner and related activities.
“Minimum Term” means, in respect of the Contract, the period specified in Consultant’s quotation.
“Services” means the consultancy services specified in the Consultant’s quotation
“Term” means the term of the Contract, commencing in accordance with the Consultant’s quotation
“Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and any quotation or Statement of Work, including any amendments to that documentation from time to time; and
“Third Party Materials” means the works and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party and which may be specified in the Consultant’s quotation or which the parties agree in writing shall be incorporated into the Deliverables].
“CSUK Assessor” means an individual working on behalf of the Consultant to assess, audit or moderate the client’s progression towards the award of a relevant certification. The Assessor will be certified & accredited to the appropriate standard.
2.1 The Contract shall come into force upon the Effective Date.
2.2 The Contract shall continue in force until:
(a) all the Services have been completed;
(b) all the Deliverables have been delivered; and
(c) all the Charges have been paid in cleared funds,
upon which it will terminate automatically, subject to termination in accordance with Clause 10.
2.3 Unless the parties expressly agree otherwise in writing, each quotation or Statement of Work shall create a distinct contract under these Terms and Conditions.
3.1 The Consultant shall provide the Services to the Client in accordance with these Terms and Conditions.
3.2 The Consultant shall provide the Services with reasonable skill and care in accordance with the standards of skill and care reasonably expected from a leading service provider in the Consultant’s industry.
3.3 For some levels of certification, a CSUK Assessor will require access to client networks, wifi and/or IT Infrastructure. This is essential for certain certifications. Alternatively they can view delegated client member of staff inputting commands as directed by the assessor.
4.1 The Consultant shall deliver the Deliverables to the Client.
4.2 The Client must promptly, following receipt of a written request from the Consultant to do so, provide written feedback to the Consultant concerning the Consultant’s proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.
4.3 The Consultant shall use its best endeavours to ensure that the Deliverables are delivered to the Client in accordance with the timetable set out in the Consultant’s quotation or statement of work
4.4 The Consultant warrants to the Client that:
(a) the Deliverables will conform with the requirements of the quotation or the Statement of Work as at the date of delivery of the Deliverables
(b) the Deliverables will be free from material defects; and
(c) the Deliverables when used by the Client in accordance with these Terms and Conditions will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
4.5 As part of certification, the client will be registered on the certification scheme portal run on behalf of the Accreditation Body (IASME). To achieve certification, they will be required to accept the Accreditation body terms & conditions prior to submission of assessment.
5.1 The Consultant hereby grants to the Client a non-transferable, non-exclusive, worldwide, perpetual and irrevocable licence to copy, store, distribute, publish, adapt, edit and otherwise use the Deliverables (excluding [the Third Party Materials and the Client Materials )] For the purposes of achieving and/or maintaining compliance with awarded certifications or standards.
6.1 The Client shall pay the Charges to the Consultant in accordance with these Terms and Conditions.
6.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Client to the Consultant.
7.1 The Consultant shall issue invoices for the Charges to the Client in advance of the delivery of the relevant Services to the Client. Payment of invoices must be made strictly within seven days of the date of the invoice.
7.2 The Client must pay the Initial Charges by debit card, credit card, direct debit, bank transfer or cheque. Subsequent payments are to be made by Direct Debit or any alternative method agreed between the Consultant and the Client
- 3 If the Client does not pay any amount properly due to the Consultant under these Terms and Conditions, the Consultant may:
(a) charge the Client interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b) claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. And;
(c) In the event that the Consultant has to use the services of a Debt Collection Agency, charge to the Client reasonable debt collection charges in accordance with European Directive 2011/07eu. Such charges not to exceed 10% of the total invoice value.
8.1 The Consultant warrants to the Client that:
(a) the Consultant has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;
(b) the Consultant will comply with all applicable legal and regulatory requirements applying to the exercise of the Consultant’s rights and the fulfilment of the Consultant’s obligations under these Terms and Conditions; and
(c) the Consultant has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
8.2 The Client warrants to the Consultant that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
8.3 All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions and the applicable Statement of Work. Subject to Clause 9.1, no other warranties or representations will be implied into the Contract and no other warranties or representations relating to the subject matter of the Contract will be implied into any other contract.
- Limitations and exclusions of liability
9.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
9.2 The limitations and exclusions of liability set out in this Clause 9 and elsewhere in these Terms and Conditions:
(a) are subject to Clause 9.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
9.3 The Consultant shall not be liable to the Client in respect of any loss of profits or anticipated savings.
9.4 The Consultant shall not be liable to the Client in respect of any loss of revenue or income.
9.5 The Consultant shall not be liable to the Client in respect of any loss of use or production.
9.6 The Consultant shall not be liable to the Client in respect of any loss of business, contracts or opportunities.
9.7 The Consultant shall not be liable to the Client in respect of any loss or corruption of any data, database or software.
9.8 The Consultant shall not be liable to the Client in respect of any special, indirect or consequential loss or damage.
9.9 Certification does not in any way guarantee that the organisation’s defences will remain satisfactory against future cyber attack
9.10 The client accepts that some technical audit tools involve directing test (benign) malware and the use of vulnerability scanning tools at client systems. The client assumes liability for any resultant downtime and costs of remediation. The Consultant undertakes best efforts to ensure no loss of uptime but due to complexities in client system & potential non-compliances, this cannot be guaranteed.
9.11 As part of certification, the client will be registered on the certification scheme portal run on behalf of the Accreditation Body (IASME). To achieve certification, they will be required to accept the Accreditation body terms & conditions prior to submission of assessment.
10.1 The Consultant may terminate the Contract by giving to the Client not less than 30 days’ written notice of termination. The Client may terminate the Contract by giving to the Consultant not less than 30 days’ written notice of termination
10.2 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party commits any breach OR material breach of the Contract, and the breach is not remediable;
(b) the other party commits a breach OR material breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
(c) the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).
10.3 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract)]; or
(d) [if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.]
10.4 The Consultant may terminate the Contract immediately by giving written notice to the Client if:
(a) any amount due to be paid by the Client to the Consultant under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
(b) the Consultant has given to the Client at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 10.4.
- Effects of termination
11.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): [Clauses 1, 5, 7.2, 7.4, 9, 11, 12.2 and 14].
11.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.
11.3 In the event of termination by either party, there will be no refund of assessment fees paid to the Accreditation body either directly or indirectly.
11.4 In the event of termination by either party, There will be no refund of any fees paid for works completed or which are partially completed.
11.5 Ongoing services such as subscriptions and backup services may be subject to minimum term requirements and will be set out in the CSUK quotation (where applicable) such terms will be expressly incorporated into the contract between the Consultant and the Client.
- Status of Consultant
12.1 The Consultant is not an employee of the Client, but an independent contractor.
12.2 The termination of the Contract will not constitute unfair dismissal; nor will the Consultant be entitled to any compensation payments, redundancy payments or similar payments upon the termination of the Contract.
13.1 The Consultant may subcontract any of its obligations under the Contract Providing that the contractor is a member of the CSUK Approved Supplier & Practitioner pool or an otherwise suitably qualified contractor holding assessment rights subject to CSUK approval.
13.2 The Consultant shall remain responsible to the Client for the performance of any subcontracted obligations.
14.1 Each party undertakes that it shall not at any time during the term of the Contract or following its termination or expiry (howsoever arising) disclose to any person any confidential information of the other party including, in respect of the customer, any information concerning its business, affairs, customers, clients, services, systems, operations or technical information, analyses, processes, access vulnerabilities, software and databases, save as permitted by clause [14.2].
14.2 Each party may disclose the other party’s confidential information:
to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause ; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
15.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.
15.2 If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
15.3 The Contract may not be varied except by a written document signed by or on behalf of each of the parties.
15.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.
15.5 The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.
15.6 Subject to Clause 9.1, these Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
15.7 These Terms and Conditions shall be governed by and construed in accordance with English law.
15.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.
V1.2 20th October 2018
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