Terms of business
Important notice: Please read carefully before buying or accessing or downloading any materials from this website.
This is a legal agreement between you (Licensee or you or your) and CyberSecurity & Technology Consultancy LTD having its registered address at Suite 263, 23 King Street, Cambridge, England, CB1 1AH (Licensor or we or our) for your purchase of our (or our partners) advisory session, consultancy session or assessment or audit service, or any package deal that may include materials or documentation (“Product(s)”).
By clicking on the “purchase” button on your event page, you agree to these terms which will bind you and (if you are an employer) your employees. If you do not agree to these terms, we shall not sell our Product to you and you must discontinue the purchasing process now.
1. Application
These Terms of Business (“Agreement”) constitute a legal agreement between CyberSecurity & Technology Consultancy (CSTC), and the individual or entity, hereinafter referred to as the “Customer” purchasing standalone or package deal that may include materials or documentation (“Product(s)”).
2. Interpretation
In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:
- “Advisor”: means an individual who holds certifications in good standing and who has been assessed, approved, and formally onboarded by CSTC as an authorised advisor to provide advisory activities.
- “Advisory activity”: means activity limited to the explanation of a standard, or a scheme. This may include the explanation of the controls and how to meet them, the clarification of questions and how to provide an accurate response, the description of the necessary evidence, and eventually the supply of blank template documents.
“Agreement”: the agreement between the Customer and CSTC for the purchase of the Product(s) comprising these Terms of Business and completed Online Purchase Process.
“Business Day”: for CSTC a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
“Customer”: means any natural person or business entity, organisation (public or private, including institute, ministry, and agency) who purchases Product(s) from CSTC.
“Certification(s)”: means the credentials, means the certification level the organisation intends to achieve.
“Charges”: the charges payable by the Customer for the selected Product(s) as set out in the Cart and payable in accordance with clause 6 (Charges and Payment).
“Confidential Information”: means any information that has been or will be made available, directly or indirectly, by one Party to the other in connection with the session, that is marked or communicated as confidential, restricted, trade secrets, or whose nature is such that a recipient would reasonably consider it confidential, including, without limitation, Personal information, business plans, proposals, product development details, methodologies, software code and specifications and financial information. Confidential Information excludes Excluded Information.
“Copyrights”: means any original works of authorship created by CSTC or IASME Consortium or created as a work-for-hire for CSTC or IASME Consortium whether registered with the UK Copyright Office or not, including, but not limited to, original works of authorship contained in CSTC‘s Product(s) or IASME Consortium’s Product(s).
“CSTC Persons”: means CSTC and all of its members, employees, suppliers and agents together with any entity associated with CSTC and all of its partners, directors, employees and agents, and “CSTC Person” means any of them.
“Data Protection Legislation”: means:
the General Data Protection Regulation (GDPR), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003; and
any other legislation in force from time to time relating to privacy and/or the Processing of Personal Data and applicable to the provision and receipt of Product(s) under this Agreement; and
any statutory codes of practice issued by the relevant supervisory authority in relation to such legislation.
“Disclosing Party”: means the Party that discloses Confidential Information to the Receiving Party (directly or indirectly).
“Effective Date”: Is the date when the Product(s) was purchased.
“Excluded Information”: means information that: (i) is or becomes generally available in the public domain through no fault of either the receiving Party or those to whom the receiving Party has disclosed the Confidential Information; or (ii) was or becomes known to the receiving Party free of any obligation of confidence from a third party entitled to make such disclosure; or (iii) was developed by a Party independently of the other’s Confidential Information.
“Consultant”: means an individual who holds certifications in good standing and who has been assessed, approved, and formally onboarded by CSTC as an authorised consultant to provide consultancy activities.
- “Consultancy activity”: means activity limited to supporting and helping customers achieve certification, no matter the result of the assessment or audit to achieve certification. This may include assessing the customer readiness, collaborating with the customer’s team in writing policies, designing
processes, implementing controls or technical changes, answering assessors or auditors questions on behalf of the customer. “Intellectual Property”: means all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) internet domain names, whether or not trademarks, registered by any authorised private registrar or governmental authority, web addresses, web pages, website, and URLs; (d) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) Confidential Information; (f) Restricted information; (g) trade secrets.
“No Show”: Customer didn’t show up to the session without providing any prior notification.
“Online Purchase Process”: The purchase process available through the following websites or its links: https://cstconsultancy.com/
“Parties”: the Customer and CSTC.
“Product” or “Products”: include, but are not limited to, self-led assessment, or supported package deals that may include self-advisory, live advisory, assessment, audit, materials or documentation as described in each specific Product.
“Personal Information”: shall mean a natural person’s name, e-mail address, social security number, medical or healthcare data, other protected health information, driver’s licence number, passport number, identification number, credit card number, debit card number, address, unpublished telephone number, account number, account histories, personally identifiable photos, personally identifiable videos, Internet browsing history, biometric records, passwords or other non public personal information as defined in any privacy or cyber laws.
“Processing”: has the meaning given to it in the Data Protection Legislation.
“Quality Objective”: Objective set in the platform to measure the quality of the Product(s) provided.
“Quality Feedback”: Feedback provided by the customer to express their satisfaction with the quality of the Product provided.
“Receiving Party”: means a Party that receives Confidential Information under this Agreement from Disclosing Party (whether directly or indirectly);
“Session Commencement Date”: the date and time on which the delivery of the Product is due to commence as agreed through the booking form.
“Terms of Business”: these terms of business governing the supply of Product(s) by CSTC to the Customer.
“Third Party Products”: such third party software products to which CSTC gives the Customer access under the Third Party Product Services.
“Third Party Product Services”: the provision of access to third party software Products to Customers.
“Trademarks”: means any trademarks, service marks, trade names, and symbols of CSTC or NCSC or ISME and its Products whether registered, pending registration, or existing at common law.
3. Basis of this agreement
By completing the Online Purchase Process Customers acknowledge and agree that they ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.
Clause and paragraph headings shall not affect the interpretation of this agreement.
Unless the context otherwise required, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
The Agreement shall be deemed agreed and binding on the parties on the earlier of:
the completion of the Online Purchase Process; or
receipt by CSTC of an electronic or hard copy of the Proposal signed by the Customer; or
commencement of the delivery of the Product (in whole or in part) by CSTC and receipt of the Product by the Customer; or
any act by the Customer consistent with receipt of the Product.
A reference to a statute or statutory provision is a reference to it as amended or re-enacted.
A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, applied, amended, extended or re-enacted on or after exit day.
A reference to writing or written includes email.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.
A reference to this agreement or to any other agreement or document referred to in this agreement is a reference to this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
This Agreement shall commence on the Effective Date and shall continue until the last remaining Product is completed or delivered, or earlier terminated, in accordance with this Agreement.
Any descriptive matter or advertising issued by CSTC, and any descriptions contained in CSTC’s catalogues, brochures or on their website, are issued or published for the sole purpose of giving an approximate idea of the Product described in them. They shall not form part of this Agreement nor have any contractual force.
This Agreement applies to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. Supply of the Product
CSTC provides different Products related to the following schemes:
Cyber Essentials scheme,
IASME Cyber Assurance scheme,
MoD Defence Cyber Certification scheme
For Live short advisory session please review the dedicated term of business located in https://cstconsultancy.com/legal/terms-of-business-for-short-consultancy/
CSTC Assessment Products are available through different formats:
Self-led assessment: means access to the Assessment Secure Platform (IAMSE platform) is provided without additional support.
Basic support: means self-lead assessment is offered plus 1 hour live advisory call that needs to be used before the customer submits their assessment;
Advanced support: means Basic support is offered plus 1 licence to access our self-advisory videos; Additional licences can be purchased for additional employees on request through our platform.
Premier support: means Advanced support is offered plus one offline pre-assessment.
Customers will have the option to select the desired Product(s) through CSTC platform during the purchase process.
Access to the Assessment Secure Platform (IASME platform) will be provided within 48 hours of the purchase.
Access to CSTC platform will be provided as soon as the purchase is successful.
Customers will have access to the self-advisory videos based on the selected Product(s) and as soon as the purchase is successful.
Customers will be granted access to the booking form to facilitate the collection of the customer’s details, the timing slot selected after a successful purchase.
To make sure the customer uses CSTC expertise during the call. They are required to prepare their questions in advance and write them in the form if required.
As is reasonably practicable within any agreed timescale, CSTC shall supply the Product to the Customer in accordance with this Agreement in all material respects. Therefore any question not answered within the timescale booked by the Customer will not be addressed unless the Customer books another slot and pays for the associated fees.
CSTC shall use reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimated only and time for performance by CSTC shall not be of the essence under this Agreement.
The offline pre-assessment will be marked by CSTC assessor after a successful purchase and upon receipt of the excel file. This will be returned to the customer within 5 working days of submission.
The Products are for Customer’s benefit only and may not be used or relied upon by any other person or for any other purpose, and CSTC shall not be liable in either circumstance.
Additional licences are available for purchase to allow our Customer to access CSTC platform.
CSTC shall have no liability in respect of the service result. CSTC DOES NOT GUARANTEE A PASSING OF THE ASSESSMENT OR PASSING OF THE AUDIT AS THE TYPE OF SUPPORT PROVIDED IS LIMITED AND DOES NOT PROVIDE CSTC WITH THE CUSTOMER’S FULL CONTEXT. THEREFORE CSTC RECOMMENDED TO EXPLORE ADDITIONAL OFFICIAL RESOURCES OR OPT FOR A FULL ADVISORY SESSIONS OR CONSULTANCY SESSIONS.
CSTC reserves the right to amend this Agreement if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Product, and CSTC shall notify the Customer in any such event.
To the extent the Product(s) includes any Third Party Product Service, this clause shall apply and shall prevail in the event of a conflict with the remaining terms of this Agreement. Unless specifically advised to the contrary, CSTC does not produce or manufacture the Third Party Product. As such, CSTC makes no representations or warranties with respect to the Third Party Products, including but not limited to any warranty of title, quality, condition, access, uptime, state or description of the Third Party Products, non-infringement of the intellectual property rights of any other persons, or their fitness for any purpose, and disclaims any liability therein to the fullest extent it is permitted to do.
5. Customer's obligations
The Customer shall:
cooperate with CSTC in all matters relating to the Product;
not do or permit to be done, anything that might damage the reputation or standing of CSTC, or IASME, or NCSC, or the Certificate, through social media, communication, or any other means;
acknowledge and accept that all the materials for which the Customer has been provided with are LICENSED NOT SOLD, with time limited access unless specified in the Product description during the purchase phase;
acknowledge and accept that the Products are Not for Resale or Export. You agree to comply with all applicable laws and regulations of the various states and of the United States and the UK including all Export Regulations, as defined below. You represent and warrant that you are buying products or services from CSTC for your own personal use only or for your employees, and not for resale or export. Products and Services purchased from CSTC may be controlled for export purposes by export regulations, including but not limited to, the Export Administration Act of 1979 (50 U.S.C. 2401-2410), the Export Administration Regulations promulgated thereunder (15 C.F.R. 768-799), the International Traffic in Arms Regulations (22 C.F.R. 120-128 and 130) and their successor and supplemental regulations (collectively, “Export Regulations”);
keep all the videos, materials, and documents confidential and not make them available or share them with any other natural person, organisation, or post them on social media;
provide feedback when requested. These will be used as Key Performance Indicators to measure the Quality Objective for the delivery of the service;
use the webpage link to provide their final feedback. Any Complaint should be sent to hello@cstconsultancy.com by providing maximum details to allow CSTC a prompt response and adequate resolution.
provide CSTC personnel, its employees, agents, consultants, and subcontractors within a prompt manner, any information, documents, or materials which may reasonably be required by CSTC in the delivery of the Product and, in relation to any information so provided, ensure that such information is complete and accurate in all material respects and has been completed honestly and in good faith;
keep CSTC personnel, its employees, agents, consultants, and subcontractors (as appropriate) informed of any special requirements, delay, relating to the delivery or receipt of the Product. If CSTC compliance with such requirements gives rise to an increase in the actual cost to CSTC of providing the Product, the Charges may be increased accordingly;
obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable CSTC to provide the Product;
acknowledge and accept that CSTC shall not be liable for its provision of the Product to the extent that Customer has not materially complied with its obligations in this clause 5;
acknowledge and accept that the live short advisory session shall be allocated only on availability and after payment of the charges. The earlier the Customer pays for the charges the better chance they have to secure a live short advisory session;
acknowledge and accept that any unpaid Product shall be cancelled;
acknowledge and accept that if for any reason a paid live short advisory session has to get rescheduled, the Customer shall be provided with an alternative slot.
acknowledge and accept that any rescheduling shall not exceed 2 rescheduling attempts.
acknowledge and accept that the live short advisory of 1 hour call is any call lasting less than (60) minutes shall not be prorated, split, or deducted.
acknowledge and accept that any fraction of an hour used during live short advisory will be rounded up to the nearest whole hour. Unused minutes within that hour cannot be banked, deferred, or used for subsequent calls.
Complete the assessment questionnaire fully, accurately and honestly. If any information you submit as part of the assessment process is found to be inaccurate or misleading we may immediately initiate a process to revoke your certificate (or terminate the assessment, without return of the fee, if not yet completed).
acknowledge and accept that we will also reserves the right to report and take further action in relation to any serious misrepresentations or unauthorised use of the scheme logo and other intellectual property rights.
acknowledge and accept that they have six months to complete their assessment before their account is deleted. Unfortunately, we cannot issue a refund if this happens, so please do not apply until you are ready to begin the assessment.
acknowledge and accept that If they fail on their first attempt. They will have two working days to make any necessary adjustments, and their Assessor will review their submission a second time at no extra charge.
6. Charges and payment
In consideration of the provision of the Product by CSTC, the Customer shall pay the Charges upfront.
All prices posted on our website are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your Cart or order confirmation or invoice sent to the Customer by email. Price increases will only apply to orders placed after such changes.
CSTC shall invoice Customer and Customer shall pay for the Product (to a bank account provided on the invoice or as otherwise directed by CSTC), or through the Online Purchase process.
CSTC shall invoice the Customer on receipt of the Customer’s Purchase Order through the Online platform;
Work will be carried out during core office hours (09:00 – 17:00 Monday to Friday).
Any Live Short Advisory Session performed outside the core office hours are billed as follow:
An additional £50 for week day sessions.
An additional £100 for weekend sessions.
All sums payable to CSTC under this Agreement:
are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; unless stated in the invoice and
shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Any service or Product offered for free is not subject to any sales with refund and should be seen as a bundle offer.
Any discount will be applicable to the initial cost of the Product and will not be applicable to any extra offer provided with the Product.
ONCE A LIVE SHORT ADVISORY SESSION HAS BEEN SCHEDULED PAID, NO REFUND WILL BE ISSUED FOR NO SHOWING OR FOR DELAY.
In the instance a Customer needs to cancel or reschedule live short advisory session, the Customer shall contact CSTC as soon as possible by sending an email to hello@cstconsultancy.com at least 4 hours before the scheduled session or use the booking link they received to reschedule their session.
Customers shall not be offered a reschedule if they send their request less than 4 hours before the scheduled session.
If the Customer postpone (reschedule) more than twice the live short Consultancy session. The call will be cancelled and a refund will not be issued.
CANCELLATION and REFUND OF ANY PRODUCT IS NOT PERMITTED AFTER 48 HOURS OF PURCHASE.
CANCELLATION and REFUND OF 50% OF ANY PRODUCT IS NOT PERMITTED AFTER 6 HOURS OF PURCHASE.
7. Intellectual property rights
All Intellectual Property Rights in or arising out of the Product and/or Deliverables shall be owned by CSTC and/or its licensors.
The Customer shall use its best endeavours to procure that any necessary third party shall promptly execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to clause 8.
The Customer shall indemnify CSTC in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by CSTC as a result of or in connection with any claim brought against CSTC, its agents, subcontractors, consultants or any CSTC Personnel for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the Customer leaking the training materials or providing them or making them available, to another natural person, to an organisation, or online, or on social media.
Each party warrants that for the purposes of this Agreement it:
shall comply with the provisions of the Data Protection Legislation, including without limitation that it: (i) shall use Personal Data in accordance with the permissions or consents obtained from the data subjects (as defined in the Data Protection Legislation) or otherwise in accordance with the Data Protection Legislation; (ii) shall communicate to the other party the terms of any permissions or consents obtained from the data subjects; (iii) shall have in place appropriate technical and organisational security measures against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data and shall take all reasonable steps to ensure the reliability of its personnel who have access to such Personal Data and to impose obligations of confidentiality upon such personnel and to ensure that such personnel are aware of their responsibilities under the Data Protection Legislation; (iv) shall not transfer Personal Data outside the European Economic Area save in accordance with the Data Protection Legislation; (v) shall comply with any request or notice it receives from a data subject in its capacity as a data controller;
shall upon request provide such assistance as is reasonably necessary to the other party to enable that party to comply with its obligations as a data controller (as defined in the Data Protection Legislation);
shall inform the other party as soon as reasonably practicable of the discovery of any actual or suspected data-breach relating to the Processing of Personal Data in connection with this Agreement;
shall, except to the extent prohibited by applicable law, inform the other party upon receipt of a complaint from a data subject or if approached by any regulatory body in connection with its compliance with the Data Protection Legislation in connection with this Agreement;
shall, except to the extent prohibited by applicable law, consult the other party in good faith as to the timing, manner and content of any response to a complaint from a data subject or approach by any Regulatory Body in connection with compliance with the Data Protection Legislation in connection with this Agreement.
8. Limitation of liability
ALL PRODUCTS AND Product OFFERED BY CSTC ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE Customer OF SUCH JURISDICTIONS.
CUSTOMERS AFFIRM THAT CSTC SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOUR ITS WARRANTY OBLIGATIONS TO THE CUSTOMERS.
Nothing in this Agreement limits any liability which cannot legally be limited, including, but not limited to, liability for:
death or personal injury caused by negligence; and
fraud or fraudulent misrepresentation.
Subject to clause 10.1.2:
CSTC shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising; and
CSTC total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with this Agreement shall be limited to the total Charges paid or payable under this Agreement after deduction of Assessment fees and any administrative fees.
This clause 8 shall survive the termination of this Agreement.
9. Confidentiality & Privacy
Each party may be given access to confidential information from the other party in order to perform its obligations under this Agreement. A party’s confidential information shall not be deemed to include information that:
is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party’s lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
is independently developed by the other party, which independent development can be shown by written evidence.
Subject to clause 9.3, each party shall hold the other’s confidential information in confidence and not make the other’s confidential information available to any third party, or use the other’s confidential information for any purpose other than the implementation of this Agreement.
A party may disclose confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
The Customer acknowledges and accepts that our privacy policy shall apply to this agreement and is available on this link https://cstconsultancy.com/legal/privacy.
The Customer acknowledges that its information may be used by CSTC on an anonymised basis without limitation including compiling and publishing reports. This clause 11.1.5 shall survive termination of this Agreement, however arising.
10. Termination
Without affecting any other right or remedy available to it, either party to this Agreement may terminate them with immediate effect by giving written notice to the other party if:
the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation, bankruptcy 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
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.
Without affecting any other right or remedy available to it, CSTC may terminate this Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreement on the due date for payment.
11. Consequences of termination
On termination of this Agreement:
any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
Termination of this Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
12. Force majeure
CSTC shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of CSTC or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that the Customer is notified of such an event and its expected duration.
13. Variation
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No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14. Waiver
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15. Severance
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
16. Entire agreement
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.
Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement.
17. Assignment and Subcontracting
The Customer shall not, without the prior written consent of CSTC, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement, such consent may be withheld in CSTC’s sole discretion.
CSTC may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
18. No partnership or agency
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
19. Third party rights
These Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
20. Notices
Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by post or email to the other party at its address set out in the Proposal, or such other address as may have been notified by that party for such purposes.
A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent email shall be deemed to have been received at the time of transmission (as shown by the time sent in respect of an email).
21. Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales where the CSTC contracting entity (as set out in the Proposal).
22. Jurisdiction
Each party irrevocably agrees that CSTC contracting entity (as set out in the Proposal) is CYBERSECURITY & TECHNOLOGY CONSULTANCY Limited the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
23. Behaviour
CSTC has a zero tolerance in relation to bullying, abusive language, bribery or undue influence. Where this is directed at CSTC personnel, this may result in the Customer’s service being terminated and, if deemed necessary, legal action will be taken. In addition to taking legal action CSTC will reserve the right to report suspected offences to the police.
By purchasing a Product, the Customer acknowledges that they have read, understood, and agreed to these Terms of Business.
Publication date: 04 May 2026
Revision date: 04 May 2026