InfoShelter Terms and Conditions
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InfoShelter Terms and Conditions

PROVISION OF CONSULTING SERVICES TERMS AND CONDITIONS

1.            COMMENCEMENT AND DURATION

1.1         The Contract shall commence on the date when it has been signed by both parties and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other not less than three months’ written notice to terminate, save that the Client may not serve notice to expire earlier than the first anniversary of the Services Commencement Date.

2.            DUTIES

2.1         The Supplier shall supply the Services to the Client from the Services Commencement Date in accordance with the Contract.

2.2         In supplying the Services, the Supplier shall:

(a)           perform the Services with reasonable care and skill;

(b)           use reasonable endeavours to perform the Services in accordance with the service description set out in Schedule 1;

(c)           ensure that deliverables, as agreed between the parties, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose;

(d)           comply with all applicable laws, statutes, regulations and codes from time to time in force, provided that the Supplier shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract

(e)           take reasonable care of all Client materials or property in the Supplier’s possession and make them available for collection by the Client on reasonable notice and request, always provided that the Supplier may destroy the such materials or property if the Client fails to collect the them within a reasonable period after termination of the Contract.

3.            CLIENT’S OBLIGATIONS

3.1         The Client shall:

(a)           co-operate with the Supplier in all matters relating to the Services;

(b)           provide, for the Supplier, its agents, subcontractors, Suppliers and employees, in a timely manner and at no charge, access to the Client’s premises, office accommodation, data and other facilities as required by the Supplier or any of them; and

(c)           provide, in a timely manner, such information as the Supplier may require, and ensure that it is accurate and complete in all material respects.

 

PROVISION OF SECURITY STANDARD ASSESSMENTS TERMS AND CONDITIONS

In each case where we agree to sell security standard assessment services to you (Assessment) the terms and conditions contained in this section 1 and section 3 of these Terms and Conditions will form a separate legal agreement (Sale Agreement).  Save as expressly provided in these Terms and Conditions the Sale Agreement shall apply to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document).

1)      FORMATION OF A SALE AGREEMENT

1.1.  Any purchase (online or otherwise) or acceptance of our proposal for an Assessment by you shall be deemed to be an offer by you subject to these Terms and Conditions (Offer).  You shall ensure that any Offer is complete and accurate.

1.2.  Unless and until we issue a written order acknowledgment to you of an Offer to deliver the Assessment(s) to you, a binding contract shall not come into existence between us.

1.3.  You may not cancel any Offer which we have acknowledged except with our written permission and where you hold us harmless in full against any loss (including loss of profit) costs, charges and expenses incurred by us as a result of your cancellation.

2)      OUR OBLIGATIONS

2.1.  In respect of a Cyber Essentials standard assessment we will, upon receipt of the Fees, issue you with a username and password to enable you to complete a Self-Assessment Questionnaire within 6 months of date of the username being issued and will, subject to you meeting your obligations of a Sale Agreement, assess your completed Questionnaire against the CE Scheme’s criteria. If you have not submitted your assessment within 6 months the Sale Agreement is terminated and no refund will be paid to you.

2.2.  In respect of Cyber Essentials Plus and IASME Assessments, we will assess you against the relevant scheme’s criteria and payment of the Fees will be as agreed in the Sale Agreement.

2.3.  We will perform the assessment(s) using reasonable skill and care.

2.4.  In the event that your Questionnaire meets the CE Scheme criteria and/or you meet the criteria of other schemes (which we shall assess at our sole and absolute discretion) we will notify you in writing and, subject to you meeting your obligations under clause 2, will arrange for the issue of a Scheme Certificate to you.

2.5.  In the event that your Questionnaire does not meet the CE Scheme criteria, we will consider and re-assess against the CE Scheme criteria any changes to your submission that you notify to us or which otherwise come to our attention within 14 Days for the time we notify you that you do not meet the CE Scheme criteria. If we have not heard from you within 14 Days, you must pay the Fees again and resubmit the assessment.

3)      YOUR OBLIGATIONS

3.1.  You will complete the CE Self-Assessment Questionnaire accurately, fully and honestly.

3.2.  You will use not use the Marks or claim to be certified unless you are in receipt of a current, valid Scheme Certificate duly issued by the accreditation body or a Certifying Body.

3.3.  You will not make any derogatory statements about the CE Scheme or behave in any manner that would damage the reputation of the CE Scheme.

3.4.  You acknowledge that the CE Scheme is intended to reflect that certificated organisations have themselves established the cyber security profile set out in the CE Scheme documents only and that receipt of a Scheme Certificate does not indicate or certify that the certificate holder is free from cyber security vulnerabilities. You acknowledge that we have not warranted or represented the CE Scheme or certification under the CE Scheme as conferring any additional benefit to you.

3.5.  You will comply with the CE Scheme documentation and all reasonable directions made to you by the Authority, the Accreditation Body or Certifying Body.

3.6.  In respect of other Scheme Assessments, you will ensure that experienced and competent staff are available to provide us with access to your systems, such assistance and information that may reasonably be required for us to perform the Assessment in a timely manner.

3.7.  You will be fully responsible for keeping full and up-to-date back-up copies of all of your data and software applications, including without limitation, details of software licences and activation keys and of checking their integrity.

3.8.  You will inform us of any Health & Safety requirements to be adhered to by our employees, officers, agents or subcontractors if they are required to attend the Site(s).

 

GENERAL TERMS AND CONDITIONS

4.            INTELLECTUAL PROPERTY

4.1         The Supplier and its licensors shall retain ownership of all Intellectual Property Rights subsisting in any deliverables incorporated in them, excluding any materials provided by the Client (“Supplier IPRs”). The Client shall retain ownership of all Intellectual Property Rights in the any materials provided by the Client.

4.2         The Supplier grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy the Supplier IPRs only for the purpose of receiving and using the Services and any deliverables in the Client’s business during the term of the Contract.

4.3         The Client grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client for the term of the Contract for the purpose of providing the Services to the Client in accordance with the Contract.

4.4         The Client shall indemnify the Supplier in full against any sums awarded by a court against the Supplier arising of or in connection with any claim brought against the Supplier for infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use by the Supplier of any materials provided by the Client.

5.            FEES AND EXPENSES

5.1         In consideration for the provision of the Services, the Client shall pay the Supplier the Fees in accordance with this clause.

5.2         The Supplier shall submit invoices on a monthly basis and the Client shall pay each invoice within 30 days, to a bank account nominated in writing by the Supplier. If the Client fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier’s remedies under the Contract:

(a)           the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time; and

(b)           the Supplier may suspend all Services until payment has been made in full.

5.3         All amounts due under the Contract from the Client to the Supplier shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). The Supplier shall account to HMRC for all tax liabilities in relation the Fee, including income tax in respect of all Supplier personnel involved in the provision of the Services.

6.            LIMITATION OF LIABILITY

6.1         Nothing in the Contract shall limit or exclude the Supplier’s liability for:

(a)           death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;

(b)           fraud or fraudulent misrepresentation;

(c)           breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

(d)           any other liability which cannot be limited or excluded by applicable law.

6.2         Subject to clause 6.1, the Supplier shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for: 

(a)           loss of profits;

(b)           loss of sales or business; 

(c)           loss of agreements or contracts;

(d)           loss of anticipated savings;

(e)           loss of use or corruption of software, data or information;

(f)            loss of or damage to goodwill; and

(g)           any indirect or consequential loss.

6.3         In addition, Supplier shall not be liable to the Client with respect to any losses, damages, costs, fees, expenses, fines or penalties incurred in connection with, or directly or indirectly as a result of:

(a)           the Client failing to provide the Supplier with adequate and appropriate information regarding the Client’s use and/or processing of personal data, and or other information required in connection with the Supplier’s provision of the Services; or

(b)           the Client’s failure to follow any process or technical implementation as recommended by the Supplier as part of the Services, or any modification to such process of technical implementation at the Client’s discretion.

6.4         The Supplier shall not have any liability for, and the Client shall fully indemnify the Supplier against, any claims, costs, fees, expenses, damages, that the Supplier may incur as a result of any fines or penalties imposed on the Client by the Information Commissioner’s Office or other data protection regulatory authority with respect to the Client’s breach of applicable data protection legislation.

6.36.5   Subject to clause 6.1, the Supplier’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Fees paid by the Client to the Supplier in the preceding 12-month period before the event which gave rise to the liability took place.

6.46.6   The conditions implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.

7.            TERMINATION

7.1         Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:

(a)           the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 business days after being notified in writing to do so;

(b)           the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(c)           the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d)           the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

7.2         Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment

7.3         On termination of the Contract for whatever reason:

(a)           the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;

(b)           any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and

(c)           termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

8.            CONFIDENTIAL INFORMATION AND CLIENT PROPERTY

8.1         Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party, except as permitted by this clause.

8.2         Each party may disclose the other party’s confidential information:

(a)           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 9.3; and

(b)           as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8.3         Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.

9.            DATA PROTECTION

9.1         The Parties agree to be bound by the terms of the Data Processing Provisions set out Schedule 2.

10.         STATUS

10.1       The Supplier is engaged as a service provider and nothing in this agreement shall render the Supplier an employee, worker, agent or partner of the Client and the Supplier shall not hold itself out as such.

11.         VARIATION AND THIRD PARTY RIGHTS

11.1       This agreement may only be varied in writing signed by both parties.

11.2       The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the parties shall have any rights under it. The terms of this agreement or any of them may be varied, amended or modified or this agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this agreement may be rescinded (in each case), without the consent of any third party.

12.         FORCE MAJEURE

12.1       Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for two months, the party not affected may terminate this Agreement by giving 10 days’ written notice to the affected party.

13.         ENTIRE AGREEMENT

13.1       This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.14.   GOVERNING LAW AND JURISDICTION

12.114.1             This agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with English law.

12.214.2             The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of this agreement.