Terms

This page sets out the terms and conditions for the Agility Cyber Limited website and services delivered.

Website terms
Service terms

Website terms and conditions

These terms apply to your use of our website www.agilitycyber.co.uk.

Please read these terms of use carefully before you start to use our site, as these will apply to your use of our site.

By using our site, you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms of use, you must not use our site.

About Us

www.agilitycyber.co.uk is a website operated by Agility Cyber Limited, registered in England and Wales under company number 15236270 at The Woods, Haywood Road, Warwick, England, CV34 5AH.

Changes

We may revise the website terms of use at any time without notice to you. Please check this page from time to time to make sure you have seen and are aware of our latest website terms.

We may update our website from time to time, and may change the content at any time.

Guarantees

We do not guarantee that our website, or any content on it, will be free from errors or omissions. We do not guarantee that our website, or any content on it, will always be available or be uninterrupted. Access to our website is permitted on a temporary basis.

We may suspend, withdraw, discontinue or change all or any part of our website without notice. We will not be liable to you if for any reason our website is unavailable at any time or for any period.

The content on our website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Rights

We are the owner or the licensee of all copyright, trade marks, service marks, trade names, trade dress, design right, database rights and all other intellectual property rights in the content of our site unless otherwise stated.

You are permitted to access and use this site for personal, non-commercial use only. You may not access or use this site for any commercial purposes or otherwise exploit, extract, publish, distribute or reproduce any part of this site for any commercial purpose.

Liability

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our website or any content on it, whether express or implied.

We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

  • use of, or inability to use, our website
  • use of or reliance on any content displayed on our website.

If you are a business user, please note that in particular, we will not be liable for:

  • loss of profits, sales, business, or revenue;
  • business interruption;
  • loss of anticipated savings;
  • loss of business opportunity, goodwill or reputation; or
  • any indirect or consequential loss or damage.

If you are a consumer user, please note that we only provide our site for domestic and private use. You agree not to use our website for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.

Service Terms

These terms and conditions apply to all services procured from Agility Cyber Limited.

  1. Definitions
    “Client” means the individual(s) and/or organisation(s) to whom the Company is providing Security Testing and who has signed and completed a Proposal;

    “Company” means Agility Cyber Limited (company registration number 15236270)

    “Conditions” means the terms and conditions set out in this Contract;

    “Confidential Information” means all tangible and intangible information designated as confidential by any party in writing together with all other information which may reasonably be regarded as confidential including, but not limited to, details of the Clients’ System, procedures, network configuration and topology, passwords, private encryption keys and details of the Company’s methodologies;

    “Consultant” means the individual(s) provided by the Company for the performance of the Engagement;

    “Contract” means the contract formed by these Terms and Conditions together with the Proposal;

    “Data Protection Laws” shall mean Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);

    “Engagement” means the provision of services as described in the Proposal made by the Company to the Client;

    “Event of insolvency” means if the Client is unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986) or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), ceases or threatens to cease to carry on its business or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed overall or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction;

    “Fees” means Company’s fees for the Engagement as detailed in the Proposal, and all reasonable expenses incurred by the Consultant in carrying out the Engagement which will be agreed in advance with the Client;

    “Force Majeure” means any cause preventing either Party from performing any or all of its obligations under these Conditions which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the Party so prevented;

    “Intellectual Property Rights” (IPR) means any copyright, patent, design patent, registered design and design rights, utility models, trademarks, service marks, an application for any of these or the right to supply for the same, trade secrets, know-how, database rights, moral rights, confidential information, trade or business names and any other industrial and proprietary and other similar protected rights in any country and any licences under or in respect of such rights;

    “Party” means any party to, or the parties to, this Contract;

    “Personal Data” has the meaning given to that term in Data Protection Laws;

    “Proposal” means the proposal for the Engagement provided by the Company to the Client detailing the scope of work all or some of which may be accepted by the Client in their purchase order;

    “Report” means the report produced by the Company detailing the results of the Engagement;

    “Start Date” means the date the Engagement will start to be provided as confirmed by the Company in writing to the Client;

    “System” means the systems, networks, processes and policies, whether technical or not, which the Client requires to be security assessed described in the Proposal made by the Company to the Client and pursuant to this Contract;

    “VAT” means value added tax as defined under the Value Added Tax Act 1994.

    “Working day” means a period of 7.5 hours on any day other than a Saturday, a Sunday or any day which is a bank holiday in England and Wales.

  2. Company Duties
    2.1. The Company shall perform the Engagement for the Client using reasonable skill and care and in a professional, timely manner. Time for provision or completion of the Engagement or any part of it shall not be of the essence.

    2.2. Where a Report is required it shall, unless otherwise agreed, be produced by the Consultant within five (5) working days or as agreed with the Client on completion of the engagement and sent to the Client.

    2.3. Whilst the Company will use reasonable endeavours to ensure that the same Consultant will continue throughout the Engagement, it reserves the right to replace that Consultant if necessary at its reasonable discretion by notifying the Client.

    2.4. The Company shall, where the Consultant is present on the Client’s premises, ensure that the Consultant complies with such reasonable site rules and procedures as are prior notified to the Company.

  3. Client Agreement
    3.1. The client agrees:

    3.1.1. To obtain appropriate consent from its ISP (Internet Service Provider), only where the ISP is hosting services on behalf of the Client and any other relevant third party supplier of the System, only where the third party supplier is hosting services on behalf of the Client for the Engagement to be carried out and, when requested by the Company, to provide evidence of such consent and to notify relevant employees that the Engagement has been scheduled and that they may be monitored;

    3.1.2. To arrange a mutually convenient time with the Company for the performance of the Engagement and to inform its ISP of the date agreed with Company in accordance with term 3.1.1;

    3.1.3. To make appropriate backups of the System prior to the commencement of the Engagement;

    3.1.4. To notify the Company in advance of the Start date of any policies and procedures that the Consultant must comply with while conducting the Engagement.

    3.1.5. That if it requires the Consultant to use any of the Client’s (or its third party licensor’s or supplier’s) software, systems or premises as part of the Engagement, then the Client shall obtain all necessary licences, permissions, consents, authorisations and similar from any third party as necessary for the Consultant to make use of the same.

    3.1.6. That in the event the Company or the Consultant is challenged or questioned by a third party organisation or authority, to provide the Company all reasonable cooperation necessary to satisfy such third party organisation or authority that the Engagement is legitimate and has been procured by the Client.

    3.1.7. That, where the Engagement is to take place on the Client’s premises, the Client shall ensure that a suitable working environment is provided for the Consultant which shall include network access and, where necessary, access to data centres, server rooms and/or switch rooms;

    3.1.8. That should the Client require a device to be security assessed by the Company it will deliver the device to the Company and collect it from those premises or authorise other means of delivery and return at the Client’s own risk. The Company shall not be liable for the device during transit to or from its offices;

    3.1.9. The Client will compensate the Company for any direct losses incurred as a result of a claim from a third party arising out of any failure of the Client to comply with clauses 3.1.1, 3.1.2 and 3.1.3 provided always that the Company shall mitigate any and all losses and provide written notice of any claim to the Client within 10 working days;

    3.1.10. To provide the Company with at least one employee who shall have substantial computer systems, network and project management experience of the Client’s Systems to act as liaison between the Client and the Company;

    3.1.11. To co-operate with the Company and to provide it promptly with such information about its Systems, network, premises, equipment, data structures, protocols, software, hardware and firmware as are reasonably required by the Company;

    3.1.12. To ensure that, where the Engagement is taking place on its premises, the premises are safe;

    3.1.13. That, by signing the Proposal, the Client consents, for itself and on behalf of all group companies, to the Company performing the Engagement and that it has procured, where necessary, the consent of all its (and its group companies) employees, agents and sub-contractors that the Company shall be permitted to carry out the Engagement. The Company will be carrying out the Engagement in the belief that it has all appropriate consents, permits and permissions from the Client and its group companies (and their employees, agent and sub-contractors);

    3.1.14. That, whilst the Company will conduct the Engagement in line with accepted best practice and make all reasonable efforts to avoid disruption of the Client’s network, the tools and techniques used may cause disruption to the Client’s Systems and/or possible loss of or corruption to data and the Client agrees to take such backups and provide such redundant systems as are prudent in the circumstances. The Company will notify the Client in the event where activity would lead to loss of service or data before proceeding where this is known to the Company;

    3.1.15. To notify the Company immediately if there are any periods during the Engagement when the Company should stop work due to critical business processes or if any part of the System is business critical so that the Company can, if needs be and with the Client’s consent, modify its Engagement approach;

    3.1.16. That, where the Company supplies any software as part of the Engagement, it shall only use such software for lawful purposes;

    3.1.17. That, during the performance of the Engagement and for a period of 6 months after completion of the Engagement, it will not recruit any employees or personnel of the Company which it met or was introduced to through its relationship under this Contract without the prior written consent of the Company;

  4. Fees and Payment
    4.1. Subject to 4.2 below and unless otherwise agreed, the Fees payable under this Contract shall be invoiced on delivery of the Report or, if none is to be provided, on completion of the Engagement. Invoices are due for payment within 30 days of the date of the invoice. All payments due under this Contract shall become due immediately upon termination of this Contract despite any other provision in this Contract. All payments due under this Contract shall be made without any deduction by way of set off, counterclaim, discount or abatement or otherwise.

    4.2. The Company shall be entitled to interest on any payment not paid when properly due pursuant to the terms of these conditions, calculated from day to day at a rate per annum equal to the statutory interest rate (8% plus the Bank of England base rate) and payable from the day after the date on which payment was due up to and including the date of payment (whether before or after judgment).

    4.3. All sums under the Contract are unless otherwise stated, exclusive of VAT. Any VAT payable in respect of such sums shall be payable in addition to such sums and shall be payable in addition to such sums, at the rate from time to time prescribed by law on delivery of a valid VAT invoice.

    4.4. The Company reserves the right to invoice the Client upon acceptance of the order an amount of 10% of the estimated Fees that will be charged for the performance for the Engagement to cover the costs of initiating and preparing for the performance of the Engagement (“Initial Fee”). The Initial Fee will be treated as a payment on account of the total Fees charged for the Engagement.

    4.5. Upon confirmation by the Company in writing to the Client of the Start Date, the Company will immediately start to allocate resources and facilities and commit to third party expenditure to fulfil its contractual commitments. The Company may at its absolute discretion allow the Engagement to be re-scheduled or cancelled, but if it does so allow, the Client agrees that it will be committed to paying the Company a proportion of the Fees as genuinely pre-estimated liquidated damages to reflect the losses which it will incur as a result of such cancellation or re-scheduling, as follows:

    4.5.1. cancellation or re-schedule request within 5 working days of the start date, up to 25% of the Fees will be payable; and

    4.5.2. cancellation or re-schedule request on or after the start date, up to 100% of the Fees will be payable; and

    4.5.3. this applies to each delay separately. Where the Company permits a re-booking, in addition to the proportion of the Fees incurred above, the full Fees will also be payable for the Engagement as re-booked.

  5. Confidentiality
    5.1. Each party will not disclose or permit its employees, agents and sub-contractors to disclose any Confidential Information entrusted to it by the other party provided always that this restriction shall not apply to information already in the receiving party’s possession, or which comes into the public domain other than by breach of this obligation by the receiving party or its employees, agents and sub-contractors, or which is disclosed to the receiving party or which is required to be disclosed pursuant to any law or regulation or by the rules of any stock exchange or by a court of competent jurisdiction.

    5.2. If Confidential Information is required to be disclosed pursuant to any law or regulation or by the rules of any stock exchange or by a court of competent jurisdiction then the Receiving Party shall notify the Disclosing Party prior to any disclosure.

  6. Intellectual Property
    6.1. Ownership of all Intellectual Property Rights in the System remains at all times with the Client and/or its ISP or other third party supplier. For the avoidance of doubt, all Intellectual Property Rights in the materials used by the Company to carry out the Engagement remain vested in the Company or any relevant third party owners.

    6.2. All Intellectual Property Rights in the results of the engagement shall belong to the Client.

    6.3. Copyright in the Report shall also remain with the Company, but the Client is hereby granted a non-exclusive, non-transferable licence to copy and use the Report for its own internal purposes only. The Client will need prior agreement for the Report to be sent in any form to any third party. In any event this will not be given to the forwarding of a Report to a security consulting company or entity.

  7. Liability
    7.1. Nothing in this clause excludes or limits the liability of the Company for fraudulent misrepresentation or for death or personal injury caused by the Company’s negligence. Save as aforesaid the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client, its ISP or any third party supplier of the System to the Client.

    7.2. The Company shall not be liable for any loss, damages, costs, expenses or other claims for compensation arising from any material or instruction supplied by the Client which are incomplete, incorrect, inaccurate, illegible or defective in any other way. The Company should highlight to the Client any known errors.

    7.3. The Company shall not be liable for any loss or damage caused to either the Client, its ISP or other third party supplier of the System either jointly or severally except to the extent that such loss or damage is caused by the negligent acts or omissions of or a breach of any contractual duty by the Company, its employees, agents or sub-contractors in performing the Engagement.

    7.4. The Company’s total liability in respect of all claims arising under or by virtue of this Contract or in connection with the performance of this Contract shall not exceed £1,000,000 in aggregate.

    7.5. The Client’s total liability in respect of all claims arising under or by virtue of this Contract or in connection with the performance of this Contract shall not exceed the amount £1,000,000 in aggregate.

    7.6. The Company and the Client shall not be liable to each other for any indirect or consequential loss or damage whether for loss of profit, loss of business, depletion of goodwill or otherwise whatsoever or howsoever caused which arise out of or in connection with this Contract even if such loss was reasonably foreseeable.

    7.7. Subject to the Company’s obligation to perform the Engagement with reasonable skill and care, and in accordance with the terms of the Contract, the Client accepts and acknowledges that the Report issued by the Company reflects the state of the Client’s System as at the date the Engagement was provided and that the nature of the Engagement means that any results provided may not be exhaustive. The Client further accepts and acknowledges that the Report reflects the level of information reasonably available to the Company when performing the Engagement. As such, the Company does not warrant or guarantee the accuracy of the Report beyond the date in which the Engagement was performed.

  8. Termination
    8.1. The Company reserves the right to withdraw from or delay the Engagement by providing 5 working days’ notice, if, in its opinion, information required for satisfactory completion of the Engagement and requested by the Company in writing is either not provided or, if provided, is inaccurate or inadequate. The Client shall be liable for any reasonable fee and expenses incurred up to and including the date of withdrawal.

    8.2. Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any material breach of these Conditions and (if capable of remedy) fails to remedy the breach within thirty (30) days after being required by written notice from the other Party to do so, or in an Event of Insolvency.

  9. Third Party Rights
    9.1. A person who is not a party to this Contract shall not have any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

  10. Data Protection
    10.1. In the course of providing the Engagement, the Company may obtain Personal Data from the Client. The Client confirms that it has obtained all consents required from data subjects to enable such Personal Data to be disclosed to the Company and made all necessary registrations and notifications in accordance with applicable Data Protection Laws to enable the Company to carry out the Engagement and the Client will ensure the same are kept accurate and up to date.

    10.2. In respect of any Personal Data held or processed by the Company as a result of or pursuant to these Conditions, the Company represents to the Client that it has made all necessary registrations and notifications in accordance with applicable Data Protection Laws and that it will ensure that the same are kept accurate and up to date during the term of the agreement.

    10.3. In addition to and notwithstanding any other right or obligation arising under these Conditions, the Company (and shall ensure that its Personnel shall):

    10.3.1. implement appropriate technical and organisational measures to protect the Personal Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Data (a “Security Incident”).

    10.3.2. use the Personal Data obtained as a result of these Conditions only for the purposes of fulfilling its obligations under these Conditions and not disclose Personal Data without the written authority of the Client;

    10.3.3. comply with the express instructions or directions of the Client from time to time in connection with the use of such Personal Data and the requirements of any Data Protection Laws and such Personal Data shall be treated as Confidential Information of the Client for the purposes of these Conditions;

    10.3.4. not do or omit to do anything which causes the Client to breach any Data Protection Laws or contravene the terms of any registration, notification or authorisation under any Data Protection Laws of the Client; and

    10.3.5. not transfer Personal Data which has been obtained by or made available to the Company to any country outside the European Economic Area without the prior written consent of the Client.

    10.4. The Company shall not subcontract any processing of the Personal Data to a third party subcontractor without the prior written consent of the Client. If the Client refuses to consent to the Company’s appointment of a third party subcontractor on reasonable grounds relating to the protection of the Personal Data, then the Company will not appoint the subcontractor.

    10.5. The Company shall not be in breach of this Clause 10 if it acts on the instructions of the Client.

    10.6. If the Company believes or becomes aware that its processing of the Personal Data is likely to result in a high risk to the data protection rights and freedoms of data subjects, it shall inform the Client as soon as reasonably practicable and provide the Client with all such reasonable assistance at the Client’s cost as the Client may reasonably require in order to conduct a data protection impact assessment.

    10.7. The Company will (and will ensure that its Personnel will) without undue delay notify the Client if it becomes aware of a Security Incident or if lawfully able that a disclosure of Personal Data may be required by law, or if it receives a request from an individual to access their Personal Data or to cease or not begin processing (or to rectify, block, erase or destroy Personal Data), or if it receives any communication from the Office of the Information Commissioner or similar authority relating to the Personal Data. The Company shall provide all such timely information and cooperation as the Client may reasonably require in order for the Client to fulfil its data breach reporting obligations under (and in accordance with the timescales required by) Data Protection Laws. The Company shall further take all such measures and actions as are technically practicable and within its control to remedy or mitigate the effects of the Security Incident and shall keep the Client up-to-date about all developments in connection with the Security Incident.

  11. Force Majeure
    11.1. Neither party to the Contract shall be deemed to be in breach of these conditions or otherwise liable to the other party in any manner whatsoever for any failure or delay in performing its obligations to the extent that the same is caused by Force Majeure. In the event the Force Majeure continues for a continuous period in excess of thirty (30) working days, either party shall be entitled to give notice in writing to the other party.

  12. General
    12.1. The Consultant shall have no authority to amend the terms and conditions of this Contract or to relieve the Client of any of its obligations under these conditions or to increase the Company’s obligations under these conditions or waive any of the Company’s rights under these terms and conditions. The Consultant shall have no authority to incur expenditure in the name of or an account of the Company or hold themselves out as having authority to bind the Company.

    12.2. The Company does not give any warranty or undertaking or make any representation (either express or implied) as to the completeness or accuracy of any information provided to the Client prior to this Contract which relates to or is provided in respect of these terms and conditions by or on behalf of the Company.

    12.3. These standard terms and conditions together with the Proposal, shall constitute the entire agreement between the Parties and supersede any previous agreement or understanding and may not be varied except in writing between the Parties and signed by their respective authorised signatories. All other terms and conditions express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. As regards the Engagement, in the event of any conflict between any of the terms of these documents the following order shall prevail:

    12.3.1. the terms and conditions in this Contract; and

    12.3.2. Proposal.

    12.4. Any notice sent under this Contract shall be in writing addressed to the other Party at its registered office or principal place of business or such other address as may be notified by each Party to the other time to time.

    12.5. No failure or delay by either party in exercising any of its rights under this Contract shall be deemed to be a waiver of that right.

    12.6. If any provision or any part of a provision of this Contract is held by any authority to be invalid and unenforceable, the validity of the other provisions and/or the remaining part of the provision shall not be affected.

    12.7. This Contract shall be governed by the laws of England and the Parties submit to the exclusive jurisdiction of the English courts, except for enforcement proceedings where the English courts shall have non-exclusive jurisdiction.
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