Last updated: June 2024

Please read all these terms and conditions.
If you intend to purchase multiple services within a year, please ask for a copy of our Master Services Agreement instead. If you are unsure about anything, please contact us using the chat feature on our website or phone us on +44 (0)204 583 2468.
Application and Entire Agreement
1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Cybility Consulting Ltd a company registered in England and Wales under number Cybility Consulting Ltd whose registered office is at 27 Old Gloucester Street, Greater London, WC1N 3AX (we or us or Service Provider) to the person buying the services (you or Customer).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation
4. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6. Words imparting the singular number shall include the plural and vice-versa.
Services
7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
 
Your Obligations
10. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
11. If you do not comply with clause 10, we can terminate the Services.
12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
Fees and Deposit
13. The fees (Fees) for the Services are set out in the quotation and may be calculated on either a fixed price basis or a time and materials basis, as specified in the quotation.
14. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
15. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
16. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
17. You must pay a deposit (Deposit) as detailed in the quotation within 14 days of acceptance.
18. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).
19. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
Cancellation and Amendment
20. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 7 days from the date of the quotation, (unless the quotation has been withdrawn).
21. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
22. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
23. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
 
Payment
24. We will invoice you for payment of the Fees either:
a. when we have completed the Services; or
b. on the invoice dates set out in the quotation.
25. You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
26. Time for payment shall be of the essence of the Contract.
27. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 5% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
28. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
29. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
30. Receipts for payment will be issued by us only at your request.
31. All payments must be made in British Pounds unless otherwise agreed in writing between us.

Sub-contracting and Assignment
32. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
33. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
Termination
34. We can terminate the provision of the Services immediately if you:
a. commit a material breach of your obligations under these Terms and Conditions; or
b. fail to make pay any amount due under the Contract on the due date for payment; or
c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual Property
35. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and Indemnity
36. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
37. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
38. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
39. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
40. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Data Protection
41. When supplying the Services to the Customer, the Service Provider may gain access to, transfer, store, or process personal data of the Customer's employees.
42. The parties agree that, with respect to the processing of personal data, the Customer is the 'data controller' and the Service Provider is the 'data processor' as defined in the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 (DPA 2018), as amended from time to time.

43. For clarity, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor', and 'Data Subject' have the meanings given in the UK GDPR and the DPA 2018.
44. The Service Provider shall only process Personal Data as necessary to supply the Services outlined in these Terms and Conditions or as agreed upon with the Customer.
45. The Service Provider shall not retain Personal Data longer than necessary for processing and shall not process Personal Data for its own or any third party's purposes.
46. The Service Provider shall not disclose Personal Data to any third parties except to its employees, directors, agents, sub-contractors, or advisors on a strict 'need-to-know' basis, and only under conditions that are the same as, or more stringent than, those set out in these Terms and Conditions, or as required by applicable law.
47. The Service Provider shall implement and maintain technical and organisational security measures necessary to protect the Personal Data processed on behalf of the Customer.
48. The Service Provider shall assist the Customer in responding to any requests from data subjects and in ensuring compliance with the Customer's obligations under the UK GDPR and DPA 2018, including those related to data subject rights.
49. The Service Provider shall not transfer any Personal Data outside the UK without the prior written consent of the Customer and shall ensure that any such transfer complies with the UK GDPR and DPA 2018.
50. In the event of a data breach involving Personal Data, the Service Provider shall promptly notify the Customer and provide all necessary information and cooperation to enable the Customer to comply with its legal obligations under the UK GDPR and DPA 2018.
51. Further information about the Service Provider's approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can email: dpo@cybility.co.uk.
Circumstances beyond the control of either party
52. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
Communications
53. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
54. Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
55. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
No Waiver
56. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
Severance
57. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Governing law, jurisdiction and complaints
58. The Contract (including any non-contractual matters) is governed by the law of England and Wales.
59. Disputes can be submitted to the jurisdiction of the courts of England and Wales or, where the Customer lives in Scotland or Northern Ireland, in the courts of respectively Scotland or Northern Ireland.
60. We try to avoid any dispute, so we deal with complaints as follows: If a dispute occurs customers should contact us to find a solution. We will aim to respond with an appropriate solution within 5 working days.
61. We aim to follow these codes of conduct, copies of which you can obtain as follows:
a. CIISec Code of Conduct & Ethics available from https://www.ciisec.org/CIISEC/CIISEC/About_Us/Code_of_Conduct_Ethics.as…
b. ISACA Code of Professional Ethics available from https://www.isaca.org/credentialing/code-of-professional-ethics
c. (ISC)² Code Of Ethics available from https://www.isc2.org/Ethics
d. WiCys Code of Conduct available from https://www.wicys.org/code-of-conduct/
e. SIRA Code of Conduct available from https://societyinforisk.org/code-of-conduct
f. BCS Code of Conduct available from https://www.bcs.org/membership-and-registrations/become-a-member/bcs-co…
g. EMCC Global Code of Ethics available from https://emccuk.org/Public/Public/Accreditation/Global_Code_of_Ethics.as…
Attribution
62. These terms and conditions are tailored from a document created with Rocket Lawyer (https://www.rocketlawyer.com/gb/en).