These terms and conditions (Terms and Conditions) shall apply to the sale and provision to you of an Assessment(s) and supply and provision to you of our Consultancy Services from time to time.  These Terms and Conditions are separated into three sections: section 1 – Provision of security standard Assessment(s); section 2 – Supply and provision of Consultancy Services; and section 3 – General Terms and Conditions.  Depending on whether you purchase an Assessment(s) or the supply of Consultancy Services will depend on which section or sections (as appropriate) shall apply.  However, section 3 – General Terms and Conditions shall always apply.  These Terms and Conditions replace and supersede any previous proposals, correspondence, understandings or other communications between us whether written or oral.

 

In these Terms and Conditions “we” and “our” refers to Cyber Strategies Limited, a limited liability company incorporated in England (registered number 03499768) with registered office address at Harvest House, Cranborne Road, Potters Bar EN6 3JF, and “you” and “your” refers to the person firm or entity on whose behalf an Assessment(s) has been purchased and/or a proposal document in respect of the sale and provision of Consultancy Services has been accepted or in either case any other acknowledgement document of ours is acknowledged and/or signed. 

 

Section 1 – Provision of security standard assessments

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. 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.

   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.

   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

   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. 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.

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

   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.

   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

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

   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. 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.

   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.

   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.

   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.

   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.

   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).

4. Fees

   1. You must pay the Fees in respect of a CE Scheme Assessment before the certification process can begin. The Fees are non-refundable.

   2. Fees in respect of Cyber Essentials Plus and IASME assessments are payable as agreed in the Sale Agreement.

   3. In the event that a booked day(s) is cancelled with less than 3 working days’ notice, the Fees in respect of the booked day(s) will remain payable. In full.

5. Renewal

   1. You must pay the renewal Fees and be reassessed at each anniversary of the issue of your original certificate. Non-payment of the Renewal Fee or non-compliance at the reassessment will result in the certificate becoming invalid.

6. Confidentiality

   1. The Schemes Profile details and methodology are confidential and you agree to keep them confidential save where disclosure is required by an order of the courts or tribunal or as required by HMRC and only in accordance with the terms of that order or requirement.

7. Warranty

   1. You warrant that the CE Scheme Questionnaire has been completed by an authorised and suitably competent person.

   2. You warrant that you will maintain the Security Profile indicated in your completed Questionnaire.

   3. You warrant that the CE Scheme Questionnaire you submit is complete and accurate in all material respects.

 

Section 2 – Supply of Consultancy Services

We provide different types of consultancy services (Consultancy Services).  In each case that we agree to supply to you our Consultancy Services as described in our Proposal (Proposal) and accepted by you and the terms and conditions contained in this section 2 and section 3 of these Terms and Conditions together with such Proposal will form a separate legal agreement (Service Agreement).  The Service 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. Our Obligations - In respect of Consultancy Services

   1. We will provide the services as described in the Service Agreement.

   2. In respect of the Staff Awareness Training & Testing service we will provide the service until the Service Agreement has been terminated.

   3. We will use reasonable care and skill in the provision of all of our Consultancy Services.

   4. Any advice given or report issued by us is provided solely for your use and benefit and only in connection with the Consultancy Services.

   5. We shall be entitled to charge you for any services provided to you which do not or are subsequently found out not to be included in a Service Agreement on a time and materials basis at our then current rates.

   6. Our performance of our Consultancy Service is dependent on you providing us with such information and assistance that we may reasonably require from time to time.  You will use reasonable care and skill to ensure that all such information and assistance is provided on a timely basis and is accurate and complete.

2. Normal Working Hours

   1. We will only be responsible to provide our services under a Service Agreement during Business Days Monday to Friday between 9.00 a.m. to 5.30 p.m. (Normal Working Hours).

   2. We will use our reasonable endeavours to provide our services outside of the Normal Working Hours specified in clause 2.1 above upon your request, but you will be responsible for paying for our time and expenses at our then current rates together with a premium of 50% of such rates.

3. Term

   1. A Service Agreement will commence on the date of the Proposal being accepted by you and shall, subject to these Terms and Conditions, continue in full force and effect until the Service Agreement is deemed fulfilled by us, or in the case of the Staff Awareness Training & Testing service unless and until either you or us serves on the other at least three months prior written notice of termination expiring on the date specified by you in the notice.

   2. If you terminate a Service Agreement otherwise than in accordance with clause 3.1 above or clause 3.3 of section 3 of these Terms and Conditions (or we terminate by reason of your act or omission) then we are entitled to be fairly compensated by your paying to us an amount equal to all Fees that you would have paid to us during the date of termination and the next date when the Service Agreement can be terminated in accordance with these terms.

4. Your Responsibilities

   1. You will appoint a local representative (Local Contact) for you who shall have the authority to bind you on all matters relating to a Service Agreement.  The Local Contact shall also act as a liaison between us and shall be responsible for acting on all requests for information, access and guidance given by us under a Service Agreement. 

   2. You will ensure that experienced and competent staff are available to provide us with such assistance and information that may reasonably be required for us to provide the Consultancy Service.

   3. 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.

   4. 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).

5. Service Exclusions - Our Consultancy Services do not include:

   1. any work identified by us as your responsibility.

   2. any work required in respect of:

      1. any work arising as a result of your breach of any of your obligations under a Service Agreement.

   3. Work required:

      1. outside of our Normal Working Hours.

      2. at any location other than the locations of Site(s) as notified to us by you from time to time.

   4. providing any consultancy which is not specifically stated in the Service Agreement.

 

Section 3 – General Terms and Conditions

These terms and conditions shall always apply in respect of every Sale Agreement and every Service Agreement.

 

1. General

   1. Unless stated otherwise, references to a clause is to a clause in the respective section of these Terms and Conditions.

   2. Unless the context requires otherwise, the singular includes the plural and vice versa.

   3. Clause headings are inserted for convenience and are to be ignored for the purposes of construction.

   4. A reference to a law is a reference to a law as it is in force for the time being taking into account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force.

   5. These Terms and Conditions may only be amended or varied with our written approval of one of our duly authorised officers.

   6. Words and expressions of a technical nature are to be construed (unless the context otherwise requires) in accordance with general computer industry use in the United Kingdom.

   7. You confirm and undertake that you have all necessary power, authorisation, consent and approval to validly enter into a Sale Agreement or Service Agreement with us.

   8. You shall have the sole responsibility for ensuring your information and data is backed up and such backups are stored securely

2. Variation

   1. For operational and other reasons, we may at any time vary the technical specification and form of Assessments and/or Consultancy Services without seeking your consent provided that such variation does not detract from or impair to a material degree the overall operation or performance of Assessments and/or Consultancy Services or will or may result in you incurring additional costs or expenses. We shall give notice to you of any such variation as soon as practicable. The expense of any such variation shall be borne by us.

   2. Any other variation to the terms of this Agreement (including a change to Assessments or the Consultancy Services other than as outlined in Clause 2.1) shall be agreed in writing between us. Any request for a change to Assessments or the Consultancy Services by you under this Clause 2 shall be made in writing.

3. Fees

   1. All proposals are valid for 30 days (unless a lesser time is stated on the proposal) from the issue date and are, unless otherwise stated, exclusive of VAT and other charges.   We may withdraw a proposal at any time by notice to you.

   2. You agree to pay the fees as stated in the Proposal in respect of the Consultancy Service(s) we provide to you (the Consultancy Service Fees).

   3. We reserve the right to increase the Consultancy Service Fees in respect of the Staff Awareness Training & Testing service by giving 30 days prior written notice at any time after the first anniversary of the commencement of the Service Agreement and following each subsequent anniversary thereafter.  If the rate of increase compared on a “like for like” basis is more than the increase in the Retail Price Index over the preceding twelve months or 5%, whichever is the greater, then you may terminate the Service Agreement effective on the date that our new charges are to apply.

4. Payment

   1. In respect of our supply of the Consultancy Services you agree to pay the Consultancy Service Fees on the terms stated in the Proposal.

   2. In respect of any expenses incurred by us including, for example, the cost of hotel, subsidence, travelling and any other ancillary expenses reasonably incurred by us in connection with the performance of a Sale Agreement or Service Agreement or otherwise at your direction, we will require payment in advance.

   3. All payments due to us from you under any Sale Agreement or Service Agreement shall be paid to us without deduction, setoff, counterclaim or any other withholding.

   4. Time for all payments due to us from you shall be of the essence.

   5. If you fail to pay us on the due date any amount due to us the whole of the balance of any amount then owing to us shall become immediately due and payable and without prejudice to any other right or remedy available to us we may:

      1. charge interest on such sum due to us for payment at the rate of 3% over Barclays Bank base rate accruing on a daily basis and being compounded quarterly until payment is made (before as well as after judgment); and

      2. suspend further performance of all Consultancy Services and/or suspend further deliveries of Assessments (irrespective of which Sale Agreement they are ordered under) until payment together with any interest is made in full; and

      3. terminate any and all Service Agreements and Sale Agreements.

   6. We may without prejudice to any other rights we may have, set off any liability you have to us against any liability we may have to you.

   7. Without prejudice to any right or claim for interest or any other right under these Terms and Conditions all sums due to us shall become immediately due to us on termination of a Service Agreement or Sale Agreement.

5. Liability

   1. Our liability to you under any Service Agreement or Sale Agreement shall not be limited for:

      1. fraud, fraudulent misrepresentation or dishonesty;

      2. death or personal injury caused by our negligence; and

      3. any other liability which cannot be excluded by law.

   2. Subject to clause 5.1 our total liability to you arising out of a failure to provide services to you or any delay in providing services to you or in connection with our provision of services whether in contract, tort or howsoever arising, shall be limited in accordance with this clause 5 (Direct Loss).  For the avoidance of doubt, even if you bring a matter to our attention Direct Loss shall not include any indirect or consequential loss or damage which means without limitation any:

      1. loss of profits;

      2. loss of business;

      3. depletion of goodwill or similar losses;

      4. loss of anticipated savings;

      5. loss of goods;

      6. loss of contract;

      7. loss of use;

      8. loss of corruption of data or information; or

      9. any other special indirect consequential or pure economic loss, costs, damages, charges or expenses.

   3. Subject to clause 5.1 and 5.2 our total liability to you for Direct Loss shall be limited to:

      1. where the liability arises in respect of a Service Agreement to the total amount of Consultancy Service Fees payable to us pursuant to the Service Agreement in the 12 month period preceding the event of default. Furthermore you agree to take out comprehensive insurance with insurers of repute in respect of such risks that we are not liable for;

      2. where the liability arises in respect of a Sale Agreement to the price paid for the relevant Assessments.

   4. No claim regardless of its cause of action arising out of any Service Agreement or Sale Agreement may be brought by you against us more than one (1) year after the cause of action has arisen or, if later, more than one (1) year after you ought reasonably to have been aware that a cause of action had arisen.

   5. You agree that in respect to the sale of Assessments that it is your responsibility to ensure that the Assessments will be suitable for your requirements.

   6. You agree to indemnify us to the fullest extent possible from and against all liability whatsoever or howsoever arising (even if we have been negligent) brought or threatened against us by a third party arising out of or in connection with your breach of any of the terms of any Sale Agreement or Service Agreement.

   7. You acknowledge that we only contract with persons dealing as businesses.  If, however, it is deemed that you are dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) your statutory rights are not affected.

   8. We will also have no liability to you howsoever or whatsoever arising in connection with:

      1. any loss arising out of any failure by you to keep up-to-date copies of your data and software applications in accordance with best computer industry practise.

6. Confidentiality and Intellectual Property

   1. Each party shall at all times use its best endeavours to keep confidential (and to procure that its employees and agents shall keep confidential) any confidential information which it or they may acquire in relation to the business and affairs of the other party in relation to any Sale Agreement or Service Agreement and shall not use or disclose such information except with the consent of that other party or in accordance with the order of a court of competent jurisdiction

   2. The obligations of each of the parties contained in clause 6.1 shall continue without limit in point of time but shall cease to apply to any information coming into the public domain otherwise than by breach by any such party of its obligations contained in any Sale Agreement or Service Agreement provided that nothing contained in clause 6.1 shall prevent any party from disclosing any such information to the extent required in or in connection with legal proceedings arising out of a Sale Agreement or Service Agreement.

   3. You agree with us not to cause or permit anything to be done which may damage or endanger our intellectual property or any title to such intellectual property or assist or allow others to do so.

7. Our employees and sub-contractors

   1. You shall not, without our prior written consent, at any time during any Sale Agreement or Service Agreement, or for a period of six months after termination of any of them, solicit or entice away from us or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of us in connection with a Service Agreement.

   2. Any consent given by us in accordance with clause 7.1 above shall be subject to you paying to us a fair amount of compensation which shall be an amount equivalent to the greater of total of twelve months’ salary or twelve months Fees as the case may be, prevailing at the time of termination.

8. Termination

   1. Either party may terminate a Service Agreement in accordance with the provisions of clause 3.1 of section 2 to these Terms and Conditions.

   2. You may only terminate a Sale Agreement in accordance with the provisions of clause 1.3 of section 1 and a Service Agreement in accordance with the provisions of clause 3.3 of section 3 to these Terms and Conditions.

   3. Without prejudice to any other right or remedy available to us, we may terminate any Sale Agreement or Service Agreement (which shall include suspending any further deliveries without liability to you and, in respect of a Sale Agreement where the Assessments have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary) if:

      1. your ability to accept delivery of Assessments or Consultancy Services is delayed, hindered or prevented by circumstances beyond your reasonable control; or

      2. an order is made or a resolution is passed for your winding up, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to you; or

      3. an order is made for the appointment of an administrator to manage your affairs, business and property, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

      4. a receiver is appointed over any of your assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager over you, or if any other person takes possession of or sells your assets; or

      5. you make any arrangement or composition with your creditors, or make an application to a court of competent jurisdiction for the protection of your creditors in any way, or you become bankrupt; or

      6. you cease, or threaten to cease, to trade; or

   4. Termination of any Sale Agreement or Service Agreement, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.  For the avoidance of doubt, in respect of a Service Agreement, this shall include the payment to us of all charges and expenses due to us during the notice period. 

9. Data Protection
   In order to provide the services mentioned in these terms and conditions, and to perform any contractual obligations we have with you we may collect  some of your personal information, such as name, job title, phone number, email and postal address. We may also need to collect the personal information of some of your members of staff such as name, email and phone number. Any personal information provided by you or your personnel in the course of our services will be processed in accordance with the provisions of the General Data Protection Regulation (GDPR) (EU) 2016/679 and Data Protection Act 2018. For more information about your rights and how we handle your information, please read our Privacy Notice.

10. Force Majeure

    1. If either party is prevented from fulfilling its obligations under any Sale Agreement or Service Agreement by reason of any supervening event beyond their control including but not by way of limitation war, national emergency, flood, earthquake, strike or lockout (other than a strike or lockout induced by the party so incapacitated) the party unable to fulfil its obligations shall immediately give notice of this to the other and shall do everything in its power to resume full performance.

    2. Subject to clause 10.1 above and the on-going payment obligations hereunder neither party shall be deemed to be in breach of its obligations under any Sale Agreement or Service Agreement if and when the period of such incapacity exceeds 6 months then any Sale Agreement or Service Agreement shall automatically terminate unless the parties first agree otherwise in writing.

11. Waiver
    The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of under any Sale Agreement or Service Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of any Sale Agreement or Service Agreement.

12. Severance
    If any term or provision in the Sale Agreement or Service Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of such Sale Agreement or Service Agreement and the enforceability of the remainder of the Sale Agreement or Service Agreement shall not be affected.

13. Status of pre-contract statements
    Each of the parties to a Sale Agreement or Service Agreement acknowledges and agrees that in entering into a Sale Agreement or Service Agreement that it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to a Sale Agreement or Service Agreement) relating to the subject matter of a Sale Agreement or Service Agreement other than as expressly set out in a Sale Agreement or Service Agreement.

14. Assignment

    1. You shall not without our prior written consent assign, transfer, charge, sub-contract or otherwise deal in any manner with all or any of your rights or obligation under any Sale Agreement or Service Agreement.

    2. We may at any time assign, transfer, charge, sub-contract or otherwise deal in any manner with all or any of our rights or obligations under any Sale Agreement or Service Agreement.

15. Third party rights
    Any Sale Agreement or Service Agreement is made for the benefit of the parties to them and (where applicable) their successors and permitted assigns, but are not otherwise intended to benefit, or be enforceable by anyone else.

16. No partnership or agency
    Nothing in any Sale Agreement or Service Agreement is intended to or shall operate to create a partnership, or to authorise either party to act as agent of the other, and neither party shall have authority to act in the name or on behalf of or otherwise to benefit the other in any way.

17. Dispute resolution

    1. The parties shall use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to any Sale Agreement or Service Agreement or any breach of this agreement. If the dispute is not resolved, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

    2. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (ADR notice) to the other party to the dispute requesting a mediation. A copy of the request should be sent to CEDR Solve. The mediation will start not later than 14 days after the date of the ADR notice.

    3. No party may commence any court proceedings in relation to any dispute arising out of a Sale Agreement or Service Agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

18. Notices
    Any notice required or authorised to be given by either party under any Sale Agreement or Service Agreement to the other party shall be in writing and shall be sent by pre-paid registered or recorded delivery post or by electronic mail or facsimile transmission to the other party at the address stated in such agreement or such other address as may be specified by the parties by notice to the other from time to time. Any such notice shall operate and be deemed to have been served at the expiration of 2 Business Days after it is posted or transmitted in the case of delivery by post and on the next Business Day in the case of delivery by electronic mail (if the email has been authenticated by a delivery and read receipt) or facsimile transmission. In proving such service, it shall be sufficient to show that the envelope containing the notice was properly addressed and posted or that the transmission was duly despatched and/or acknowledged as the case may be.

19. Governing law and jurisdiction
    Each Sale Agreement and Service Agreements shall be governed by and construed in accordance with the law of England and each party agrees to submit to the exclusive jurisdiction of the English courts.

 

Definitions

Business Days – All days other than Saturday, Sunday and UK Bank Holidays.

CE Scheme - The Cyber Essentials Scheme is owned by HM Government (the Authority), IASME is the accreditation body and Cyber Strategies Limited is the Certifying Body.

Fees – the amount specified online in respect of a CE Scheme Assessment or the amount agreed in the Sale Agreement for all other Assessments.

IASME Scheme - The IASME Accreditation is owned by IASME is the Accreditation Body and Cyber Strategies Limited is the Certifying Body.

Marks – Logos and other images and references that identify either the CE or IASME scheme and that you have met the relevant schemes criteria.

Scheme – refer to either or both the CE Scheme and the IASME Scheme.

Security Profile – the composition, configuration, arrangement and setup of your IT systems as defined in the scope of an Assessment.

Site(s) – your premises as notified to us from time to time.