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Empowering Trust, Ensuring Transparency: Our Commitment in Fine Print.

Our Standard Terms and Conditions

Terms and Conditions 

Our General Service Agreement Terms and Conditions were last updated on 21/07/2023

Please read these terms and conditions carefully before entering into an Agreement.

 

This General Service Agreement (the “Agreement”) is in affect from the date listed on the Sales Order Form unless a specific commencement date is specified.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

 

Definitions

For the purposes of this Agreement:

 

  • “Company” (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Stormsec Cyber Security Limited.

  • “Client” means the individual, customer, company, or client entering into the Agreement with the Company.

 

BACKGROUND

  1. The “Client” is of the opinion that the Company has the necessary qualifications, experience, and abilities to provide the services to the “Client”.

  2. The Company is agreeable to providing such services to the” Client” on the terms and conditions set out in this agreement.

 

IN CONSIDERATION OF the matters described above and the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Company (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

 

SERVICES PROVIDED

  1. The “Client” hereby agrees to engage the Company to provide the “Client” with the services detailed in the Sales Order Form and/or if required a statement of work document (the “Services”):

 

  1. The Services will also include any other tasks which the Parties may agree on. The Company hereby agrees to provide such Services to the “Client”.

 

TERMS OF AGREEMENT

  1. The term of this Agreement (the “Term” will begin on the date of a signed order form and will remain in full force and effect until the completion of the Service, subject to earlier termination as provided in this Agreement. The Term maybe extended with the written consent of the Parties.

 

PERFORMANCE

  1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.​

 

CURRENCY

  1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.

 

PAYMENT

  1. The Company will Charge the “Client” the fee’s set out in the Sales Order Form for the Services (the “Payment”).

  2. If a Deposit is required (the “Deposit”) is payable by the “Client” upon execution of this Agreement.

  3. For the remaining amount, the Company will invoice the “Client” when Services are complete, via an agreed schedule or monthly depending on the Service they are receiving.     

  4. Invoices submitted by the Company to the “Client” are due within 30 days of receipt.

  5. The Payment as stated in this Agreement does not include Value Added Tax. Any Value Added Tax required will be charged to the “Client” in addition to the Payment.

 

REIMBURSEMENT OF EXPENSES

  1. The Company will be reimbursed from time to time for reasonable and necessary expenses incurred by the Company in connection with providing the Services.

  2. All Expenses must be pre-approved by the “Client”.

 

INTEREST OF LATE PAYMENTS

  1. Interest payable on any overdue amounts under this Agreement is charged at a rate of 25% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

 

CONFIDENTIALITY

  1. Confidential information (the “Confidential Information” refers to any data or information relating to the business of the “Client” which would reasonably be considered to be proprietary to the “Client” including, but not limited to, accounting records, business processes and client records and this is not generally known in the industry of the “Client” and where the release of that Confidential Information could reasonably be expected to cause harm to the “Client”.

  2. The Company agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Company has obtained, except as authorised by the “Client” or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

  3. All written and oral and material disclosed or provided by the “Client” to the Company under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Company.

 

OWNERSHIP OF INTELLECTUAL PROPERTY

  1. All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of the Company. The “Client” is granted a non-exclusive limited-use license of this Intellectual Property.

  2. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Company.

 

RETURN OF PROPERTY

  1. Upon the expiry or termination of this Agreement, the Company will return to the “Client” any property, documentation, records, or confidential Information which is the property of the “Client”.

 

CAPACITY/COMPANY

  1. In providing the Services under this Agreement it is expressly agreed that the Company is acting as a company and not as an independent contractor or not as an employee of the “Client”. The Company and the “Client” acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for Service.

 

RIGHT OF SUBSTITUTION

  1.  Except as otherwise provided in this Agreement, the Company may, at the Companies absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Company under this Agreement and the “Client” will not hire or engage any third parties to assist with the provision of Services.

  2. In the event that the Company hires a sub-contractor

    • The Company will pay the sub-contractor for its services and the Payment will remain payable by the “Client” to the Company.

    • For the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Company.

 

AUTONOMY

  1. Except as otherwise provided in this Agreement, the Company will have full control over working time, methods and decision making in relation to the provision of the services in accordance with the Agreement. The Company will work autonomously and not at the direction of the “Client”. However, the company will be responsive to the reasonable needs and concerns of the “Client”.

 

EQUIPMENT

  1. Except as otherwise provided in this Agreement, the company will provide at the Companies own expense, any and all tools, machinery, equipment, raw materials, supplies workwear and any other items or parts necessary to deliver Services in accordance with the Agreement.

 

NO EXCLUSIVITY

  1. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

 

NOTICE

  1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered electronically to the Parties at the following email address.

 

INDEMNIFICATION

  1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders ,affiliates ,officers, agents, employees and permitted successors and assigns against any claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and cost of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement. 

 

TERMINATION

  1. In addition to any other remedies provided hereunder, the Company may immediately terminate the Agreement upon written notice if the “Client”: (a) fails to pay any amount when due; (b) has not otherwise performed or complied herewith, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganisation , or assignment for the benefit of creditors.

 

FORCE MAJEURE

  1. Neither party will be in default of any obligation under this Agreement (other than obligations to pay money) to the extent performance is prevented or delayed by a Force Majeure Event. A “Force Majeure Event” shall include any occurrence beyond the reasonable control of a party, including without limitation: act of nature (e.g., flood, earthquake or storm); war or terrorism; civil commotion or riot; epidemic or pandemic (e.g., COVID-19); destruction of facilities or materials; fire or explosion; labour disturbance or strike; laws, regulations, directives or orders of any government, regulatory or judicial authority; embargo, shortage of raw materials or labour; equipment failure; or failure of public utilities or common carriers. The party declaring a Force Majeure Event will notify the other party in writing, explaining the nature thereof, and will also notify the other party of the cessation of any such event. A party declaring a Force Majeure Event will use commercially reasonable efforts to remedy, remove, or mitigate such event and the effects thereof. Upon cessation of the Force Majeure Event, performance of any suspended obligation or duty will promptly recommence.

 

MODIFICATION OF AGREEMENT

  1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidence in writing signed by each Party or an authorised representative of each Party.

TIME OF THE ESSENCE

  1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

  1. The Company will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the “Client”.

ENTIRE AGREEMENT

  1. It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement.

TITLES/HEADINGS

  1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement

GENDER

  1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

  1. This Agreement will be governed by and construed in accordance with the laws of England.

 

SERVERABILITY

  1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

 

WAIVER

  1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

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