Terms and Conditions
Version 2.0 · Effective 10 June 2026
1About these Terms
1.1
These Standard Terms and Conditions apply to the supply of Products and Services by Threat Protect Limited to business customers.
1.2
Threat Protect Limited is a company incorporated in England and Wales with company number 11157802, whose registered office is at Admirals Offices, Main Gate Road, The Historic Dockyard, Chatham, Kent, United Kingdom, ME4 4TZ.
1.3
These Terms apply to business customers only. By placing an Order, the Customer confirms that it is acting wholly or mainly for purposes relating to its trade, business, craft or profession and not as a consumer.
1.4
These Terms should be read together with the applicable Quote, Order Form, Statement of Work, Vendor Terms, Data Processing Agreement, Acceptable Use Policy, Privacy Notice, Cookie Policy and any other documents expressly incorporated by reference.
2Definitions
In these Terms:
Acceptable Use Policy means Threat Protect’s acceptable use policy published on its website or otherwise notified to the Customer.
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
Business Day means a day other than a Saturday, Sunday or public holiday in England.
Charges means the fees, charges, expenses, subscription fees, licence fees, support fees and other amounts payable by the Customer.
Confidential Information means information disclosed by or on behalf of one party to the other, whether before or after the date of the relevant Contract, which is marked confidential or which should reasonably be understood to be confidential given its nature or the circumstances of disclosure.
Contract means the contract between Threat Protect and the Customer consisting of the applicable Order, these Terms and any other documents incorporated by reference.
Customer means the business customer purchasing Products or Services from Threat Protect.
Customer Data means data, content, files, records, information, Personal Data, credentials, logs, configurations and other materials provided by or on behalf of the Customer or processed in connection with the Products or Services.
Customer Personal Data means Personal Data processed by Threat Protect as Processor on behalf of the Customer in connection with the Products or Services.
Deliverables means reports, documents, configurations, materials, outputs, work product or other deliverables created by Threat Protect as part of the Services.
Data Processing Agreement means Threat Protect’s data processing agreement published on its website or otherwise incorporated into the Contract.
Order or Order Form means an accepted Quote, order form, Statement of Work, online order, purchase order accepted by Threat Protect for administrative and invoicing purposes, or other written order document accepted by Threat Protect in accordance with these Terms.
Personal Data, Controller, Processor, Data Subject, Personal Data Breach and processing have the meanings given to them in UK Data Protection Laws.
Products means hardware, software, SaaS subscriptions, licences, vendor support, maintenance, cloud services, security tools and other products supplied, resold or made available by Threat Protect.
Quote means a quote, proposal or commercial offer issued by Threat Protect to the Customer.
Services means consultancy, implementation, configuration, support, managed services, compliance advisory, Cyber Essentials support, security assessments, training, project services or other services supplied by Threat Protect.
Statement of Work or SOW means a written statement of work, project schedule or service description agreed between the parties.
Terms means these Standard Terms and Conditions.
Threat Protect means Threat Protect Limited.
UK Data Protection Laws means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and all applicable UK data protection and privacy laws.
Vendor means a third-party manufacturer, publisher, licensor, cloud provider, distributor, service provider or other third party whose products, services, platforms or terms are relevant to the Products or Services.
Vendor Terms means the applicable terms, policies, end-user licence agreements, service descriptions, support policies, acceptable use policies, data processing terms and other terms imposed by a Vendor.
3Quotes, Contract formation and order of precedence
3.1
Threat Protect may issue a quote, proposal, order form or statement of work to the Customer describing the Products, Services, Charges and any applicable commercial terms.
3.2
Unless stated otherwise, a Quote is valid until its stated expiry date and is subject to availability, Vendor confirmation, credit approval, export control and sanctions checks, and Threat Protect’s right to withdraw or correct the Quote before acceptance.
3.3
A Quote becomes binding as an Order Form when the Customer does any of the following:
a)
issues a purchase order referencing the Quote;
b)
signs or otherwise confirms acceptance of the Quote;
c)
instructs Threat Protect to start work, place an order with a Vendor, provision Products or deliver Services;
d)
pays an invoice relating to the Quote; or
e)
otherwise confirms acceptance in writing.
3.4
Where the Customer issues a purchase order in response to a Quote, the purchase order is accepted for administrative and invoicing purposes only. Any terms attached to, referenced in, or incorporated into the Customer’s purchase order are excluded and do not apply unless expressly agreed in writing by an authorised signatory of Threat Protect.
3.5
Threat Protect may reject or cancel an Order where:
a)
the Quote has expired;
b)
Vendor pricing, availability or terms have changed;
c)
the Customer fails credit, sanctions, export control or compliance checks;
d)
the Order contains additional or different terms not accepted by Threat Protect;
e)
there is an obvious pricing, typographical or product description error; or
f)
performance would breach applicable law, Vendor requirements or trade restrictions.
3.6
The Contract consists of the accepted Quote or Order Form, these Terms and any documents incorporated by reference.
3.7
Where there is a conflict between contract documents, the following order of precedence applies:
a)
a signed master agreement or framework agreement;
b)
the applicable Quote, Order Form or Statement of Work;
c)
the Data Processing Agreement, but only in relation to the processing of Customer Personal Data;
d)
applicable Vendor Terms, but only to the extent required to permit access to or use of the applicable Vendor Product;
e)
the Acceptable Use Policy and service-specific policies;
f)
these Terms; and
g)
any other incorporated document.
3.8
No variation of a Contract is valid unless agreed in writing by an authorised representative of Threat Protect.
4Products, software and Vendor Terms
4.1
Threat Protect may supply Products as reseller, distributor, referral partner, agent or service provider, as stated or implied in the applicable Order.
4.2
Products supplied by Threat Protect may be manufactured, hosted, licensed, supported, maintained or provided by Vendors. The Customer’s access to and use of those Products is subject to the applicable Vendor Terms.
4.3
The Customer agrees to comply with all applicable Vendor Terms and shall ensure that its users, Affiliates, contractors and representatives do the same.
4.4
Unless expressly stated in an Order, Threat Protect is not the publisher, licensor, operator or manufacturer of third-party Products and is not responsible for:
a)
Vendor changes to pricing, functionality, availability, roadmap, support, maintenance, security, hosting or service levels;
b)
suspension, withdrawal, end-of-life or discontinuation of Vendor Products;
c)
Vendor outages or failures;
d)
Vendor data processing, except to the extent Threat Protect is directly responsible under the Data Processing Agreement; or
e)
the Customer’s configuration, administration or use of the Products.
4.5
The Customer is responsible for ensuring that Products and Services meet its business, technical, security, operational and compliance requirements.
4.6
The Customer shall not copy, modify, reverse engineer, resell, sublicense, transfer, misuse or access Products except as permitted by the applicable Contract and Vendor Terms.
4.7
Licence keys, access credentials, SaaS subscriptions and other digital entitlements are deemed delivered when made available to the Customer, its nominated user, its administrator, or its relevant portal account.
5Services
5.1
Threat Protect shall perform the Services using reasonable skill and care.
5.2
The scope of the Services shall be as set out in the applicable Order or Statement of Work.
5.3
Unless expressly agreed otherwise, Threat Protect does not provide legal, regulatory, financial, audit or insurance advice. Compliance advisory services are provided as practical cybersecurity and governance support only.
5.4
Threat Protect may provide Services remotely unless onsite attendance is expressly agreed.
5.5
The Customer shall provide all cooperation, information, approvals, access, credentials, facilities, systems, personnel and decisions reasonably required by Threat Protect.
5.6
Threat Protect is not responsible for delay, non-performance, additional cost or failure caused by Customer delay, inaccurate information, lack of access, unavailable personnel, third-party dependency, Vendor issue or changes to Customer requirements.
5.7
Where work is charged on a time-and-materials basis, Threat Protect may charge for all time reasonably spent performing the Services, including preparation, meetings, travel, waiting time caused by the Customer, reporting and follow-up work.
5.8
Unless agreed otherwise:
a)
a standard working day is 7.5 working hours, excluding a one-hour lunch break;
b)
work outside normal business hours may be charged at Threat Protect’s applicable overtime or out-of-hours rates;
c)
travel time, accommodation, subsistence and other expenses may be charged in addition to day rates; and
d)
all Charges exclude VAT and other applicable taxes.
5.9
The Customer may not cancel or postpone scheduled Services without Threat Protect’s written agreement. Threat Protect may charge reasonable cancellation fees, non-refundable Vendor costs, committed contractor costs and expenses already incurred.
6Cybersecurity and assessment services
6.1
Where Services include penetration testing, vulnerability scanning, security assessment, simulated attack, technical assurance, remediation support or similar work, the Customer must provide written authorisation before testing begins.
6.2
The Customer is responsible for confirming the permitted scope, target systems, testing windows, exclusions, emergency contacts, third-party permissions and rules of engagement.
6.3
Threat Protect may suspend or stop testing where it reasonably considers that continuing may create legal, operational, security or availability risk.
6.4
The Customer acknowledges that cybersecurity services are point-in-time assessments unless expressly stated otherwise.
6.5
Threat Protect does not warrant that any Product or Service will detect, prevent, block, remediate or identify all threats, vulnerabilities, malware, unauthorised access, incidents, misconfigurations, data loss or business interruption.
6.6
Threat Protect is not responsible for the Customer’s decision whether, when or how to remediate findings or implement recommendations.
7Delivery, access and acceptance
7.1
Delivery dates, project dates and performance dates are estimates unless expressly agreed as binding.
7.2
Threat Protect shall not be liable for delay caused by Vendors, carriers, distributors, cloud providers, customs, supply chain issues, Customer delay or events outside Threat Protect’s reasonable control.
7.3
Risk in hardware Products passes to the Customer on delivery to the address specified by the Customer or collection by the Customer’s nominated carrier.
7.4
Title to hardware Products passes only when Threat Protect has received payment in full for those Products and all other overdue sums payable by the Customer.
7.5
Until title passes, the Customer shall keep hardware Products insured, identifiable, in good condition and separate from other goods where reasonably practicable.
7.6
Threat Protect may recover hardware Products to which it retains title where the Customer fails to pay, becomes insolvent, exceeds its credit limit or otherwise materially breaches the Contract. Any premises access shall be lawful, on reasonable notice where practicable, and during normal business hours unless urgency requires otherwise.
7.7
The Customer must inspect hardware Products promptly on receipt and notify Threat Protect of loss, damage or delivery discrepancy within five Business Days.
7.8
Deliverables are deemed accepted on the earliest of:
a)
written acceptance by the Customer;
b)
use in live or production environments;
c)
five Business Days after delivery, unless the Customer notifies Threat Protect of a material non-conformity; or
d)
completion of any acceptance criteria stated in the Order.
8Changes
8.1
Either party may request a change to the scope, timing, assumptions, dependencies or Charges.
8.2
Threat Protect is not required to perform a change unless agreed in writing.
8.3
Where Customer instructions, assumptions, dependencies, delays or requirements change, Threat Protect may adjust the Charges, timetable and scope accordingly.
9Charges, invoicing and payment
9.1
The Customer shall pay the Charges stated in the applicable Order.
9.2
Unless stated otherwise, all Charges are exclusive of VAT, sales tax, withholding tax, customs duties, import duties, delivery charges, expenses and similar amounts.
9.3
Threat Protect may invoice in accordance with the applicable Order. If no invoicing schedule is stated, Threat Protect may invoice:
a)
Products on acceptance of the Order;
b)
SaaS, software and subscription Products annually in advance;
c)
Services monthly in arrears or on completion; and
d)
expenses when incurred.
9.4
Payment is due within 30 days of the invoice date unless otherwise stated in the Order.
9.5
Threat Protect may require payment in advance, credit approval, direct debit, staged payments or other payment assurance.
9.6
The Customer shall pay all invoices in full without set-off, deduction, counterclaim or withholding, except as required by law.
9.7
If the Customer disputes an invoice in good faith, it must notify Threat Protect within 10 Business Days of the invoice date, provide reasonable details of the dispute, and pay the undisputed amount by the due date.
9.8
If payment is overdue, Threat Protect may:
a)
charge interest at the statutory rate under the Late Payment of Commercial Debts legislation, together with fixed-sum compensation and reasonable recovery costs where applicable;
b)
suspend Products, Services, portal access, support, renewals and delivery;
c)
withhold licence keys, deliverables or access credentials;
d)
require payment in advance for future Orders; and
e)
recover reasonable legal and collection costs.
9.9
The Customer remains liable for committed, non-cancellable, non-refundable or multi-year Vendor charges, even if the Customer cancels, reduces usage, fails to deploy or stops using the relevant Product.
9.10
Where Vendor pricing, exchange rates, taxes, duties, hosting costs, distributor costs or other third-party costs increase before delivery or renewal, Threat Protect may pass through the increase to the Customer on reasonable notice.
10Renewals and subscriptions
10.1
Subscription Products and recurring Services renew as stated in the applicable Order or Vendor Terms.
10.2
Where an Order states that a subscription auto-renews, the Customer must give written notice of non-renewal before the notice deadline stated in the Order or Vendor Terms.
10.3
Where no renewal notice period is stated, Threat Protect may require at least 30 days’ notice before the renewal date.
10.4
Threat Protect is not responsible for cancellation, renewal or reduction restrictions imposed by Vendors.
11Customer responsibilities
11.1
The Customer shall:
a)
use Products and Services lawfully and in accordance with the Contract;
b)
comply with all applicable laws, regulations, sanctions, export controls and Vendor Terms;
c)
maintain appropriate backups, business continuity measures and internal controls;
d)
maintain the confidentiality and security of credentials, accounts, admin rights and access tokens;
e)
ensure that its users are authorised, trained and supervised;
f)
provide accurate, complete and timely information;
g)
obtain all consents, permissions and third-party approvals required for the Services;
h)
maintain appropriate licences for its own systems and third-party software; and
i)
promptly notify Threat Protect of suspected compromise, misuse or security incident affecting Products or Services.
11.2
The Customer is responsible for all activity under its accounts, portals, licences and credentials, except to the extent caused by Threat Protect’s breach of the Contract.
12Buyer Portal and acceptable use
12.1
Threat Protect may provide access to a buyer portal, support portal, customer platform or other online environment.
12.2
Threat Protect shall maintain appropriate technical and organisational measures designed to protect its portal environments against unauthorised access, loss and misuse.
12.3
The Customer shall not:
a)
misuse, interfere with, disrupt or attempt to gain unauthorised access to any portal or system;
b)
upload malware, malicious code, unlawful content, spam or harmful material;
c)
conduct vulnerability testing or scanning of Threat Protect systems without written permission;
d)
copy, resell, scrape or exploit portal content except as permitted;
e)
share credentials except with authorised users; or
f)
breach the Acceptable Use Policy.
12.4
Threat Protect may suspend portal access where it reasonably suspects misuse, security risk, legal breach, non-payment or breach of the Acceptable Use Policy.
13Warranties
13.1
Threat Protect warrants that:
a)
it has the right to supply the Products and Services; and
b)
Services will be performed with reasonable skill and care.
13.2
The Customer’s sole remedy for breach of clause 13.1(b) is, at Threat Protect’s option, re-performance of the affected Services or a refund of the Charges paid for the non-conforming Services.
13.3
Hardware warranties are limited to the applicable manufacturer warranty.
13.4
Software, SaaS, cloud services and Vendor Products are warranted only to the extent provided by the relevant Vendor.
13.5
Threat Protect does not warrant that Products or Services will be uninterrupted, error-free, vulnerability-free, threat-free, compatible with all Customer systems, or suitable for all Customer requirements.
13.6
Except as expressly stated in the Contract, and to the fullest extent permitted by law, all warranties, conditions, representations and terms implied by statute, common law or otherwise are excluded.
14Intellectual property
14.1
Each party retains ownership of its pre-existing intellectual property.
14.2
Threat Protect retains all intellectual property rights in its tools, templates, methodologies, know-how, scripts, code, configurations, processes, training materials, reports, documentation, Deliverables and other materials created or used in connection with the Services, except to the extent expressly assigned in writing.
14.3
Subject to payment in full, Threat Protect grants the Customer a non-exclusive, non-transferable licence to use Deliverables for its internal business purposes.
14.4
The Customer grants Threat Protect a licence to use Customer materials, Customer Data, systems, logos, information and content as reasonably required to perform the Contract.
14.5
The Customer warrants that any materials, instructions, data, configurations or information it provides do not infringe third-party rights and are lawful to use for the purposes of the Contract.
15Confidentiality
15.1
Each party shall:
a)
keep the other party’s Confidential Information confidential;
b)
use it only for the purposes of the Contract; and
c)
disclose it only to those representatives, Affiliates, advisers, insurers, auditors, contractors, Vendors or subcontractors who need to know it and are bound by confidentiality obligations.
15.2
Confidential Information does not include information that:
a)
is or becomes public other than through breach of the Contract;
b)
was lawfully known to the recipient before disclosure;
c)
is lawfully received from a third party without confidentiality restriction; or
d)
is independently developed without use of the disclosing party’s Confidential Information.
15.3
A party may disclose Confidential Information where required by law, regulation, court order, regulator, stock exchange, insurer or professional adviser, provided that it gives notice where legally permitted.
15.4
Confidentiality obligations continue for five years after disclosure.
15.5
Confidentiality obligations relating to trade secrets, security information, vulnerability information, credentials, incident information, non-public technical information, pricing, architecture diagrams and Personal Data continue for so long as the information remains confidential.
16Data protection
16.1
Each party shall comply with UK Data Protection Laws applicable to it.
16.2
Where Threat Protect processes Customer Personal Data as Processor on behalf of the Customer, the parties shall comply with the Data Processing Agreement.
16.3
Where the parties act as independent Controllers, each party is independently responsible for complying with UK Data Protection Laws in relation to its own processing.
16.4
The Customer shall ensure that it has all notices, lawful bases, consents and rights required to provide Customer Personal Data to Threat Protect and to allow Threat Protect, its Sub-processors and relevant Vendors to process it for the purposes of the Contract.
16.5
Threat Protect may process business contact information relating to the Customer’s personnel for contract administration, account management, security, billing, finance, legal compliance and service improvement, as described in its Privacy Notice.
17Security
17.1
Threat Protect shall maintain appropriate technical and organisational measures designed to protect Customer Data processed by Threat Protect against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.
17.2
The Customer acknowledges that no Product, Service, security control or technical measure can guarantee complete security.
17.3
The Customer remains responsible for securing its own systems, networks, devices, accounts, credentials, cloud environments, configurations, backups and users.
17.4
Threat Protect may take emergency action, including suspension, isolation, credential reset or access restriction, where reasonably necessary to protect systems, data, Vendors, customers or users.
18Indemnities
18.1
The Customer shall indemnify Threat Protect against losses, liabilities, costs, claims and expenses arising from:
a)
Customer misuse of Products or Services;
b)
breach of Vendor Terms by the Customer or its users;
c)
Customer materials, data or instructions infringing third-party rights;
d)
Customer breach of law, sanctions, export controls or the Acceptable Use Policy;
e)
unauthorised security testing instructed or performed by the Customer; or
f)
claims arising from Customer systems, Customer Data or Customer-controlled environments, except to the extent caused by Threat Protect’s breach of the Contract.
18.2
Threat Protect shall defend the Customer against third-party claims alleging that Threat Protect-owned Deliverables infringe UK intellectual property rights, provided that the Customer promptly notifies Threat Protect, gives reasonable assistance and allows Threat Protect control of the defence and settlement.
18.3
Threat Protect has no liability under clause 18.2 where the claim arises from:
a)
Vendor Products;
b)
Customer materials, instructions or modifications;
c)
combination with items not supplied by Threat Protect;
d)
use outside the Contract; or
e)
open-source software or third-party components.
18.4
If Deliverables are alleged to infringe, Threat Protect may procure continued use, modify or replace the Deliverables, or terminate the affected Contract and refund prepaid unused Charges for the affected Deliverables.
19Limitation of liability
19.1
Nothing in the Contract limits or excludes liability for:
a)
death or personal injury caused by negligence;
b)
fraud or fraudulent misrepresentation;
c)
wilful misconduct;
d)
payment obligations; or
e)
any liability that cannot legally be limited or excluded.
19.2
Subject to clause 19.1, neither party is liable for:
a)
loss of profits;
b)
loss of revenue;
c)
loss of business;
d)
loss of anticipated savings;
e)
loss of goodwill or reputation;
f)
loss, corruption or restoration of data, except to the extent caused by breach of the Data Processing Agreement;
g)
business interruption;
h)
wasted expenditure;
i)
loss arising from Vendor failure or change; or
j)
indirect, special or consequential loss.
19.3
Subject to clauses 19.1 and 19.2, each party’s total aggregate liability arising out of or in connection with a Contract shall not exceed the greater of:
a)
£250,000; and
b)
125% of the Charges paid or payable by the Customer under the relevant Contract in the 12 months preceding the event giving rise to the claim.
19.4
For recurring Services or subscriptions, liability shall be calculated by reference to the affected Order only, not all contracts between the parties.
19.5
Threat Protect is not liable for:
a)
Vendor Products, Vendor Terms, Vendor outages or Vendor security incidents;
b)
Customer systems, Customer Data or Customer-controlled environments;
c)
Customer failure to apply updates, patches, recommendations or security controls;
d)
Customer failure to maintain backups;
e)
Customer configuration decisions;
f)
unauthorised use of credentials not caused by Threat Protect; or
g)
security incidents not caused by Threat Protect’s breach of the Contract.
19.6
The limitations and exclusions in this clause apply whether the claim arises in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise.
20Suspension
20.1
Threat Protect may suspend Products, Services, support, portal access, delivery or performance where:
a)
payment is overdue;
b)
the Customer breaches the Contract;
c)
the Customer breaches Vendor Terms or the Acceptable Use Policy;
d)
suspension is required by a Vendor;
e)
suspension is required by law, regulation or court order;
f)
Threat Protect reasonably suspects security risk, misuse, unauthorised access or fraud;
g)
continued performance may harm Threat Protect, a Vendor, another customer or a third party; or
h)
the Customer fails to provide required information, access or cooperation.
20.2
Threat Protect shall use reasonable efforts to notify the Customer of suspension unless urgent action is required.
20.3
The Customer remains liable for Charges during suspension unless the suspension is caused by Threat Protect’s breach of the Contract.
21Term and termination
21.1
Each Contract starts on acceptance of the relevant Order and continues until completed, expired or terminated.
21.2
Either party may terminate a Contract by written notice if the other party materially breaches the Contract and fails to remedy the breach within 30 days of written notice.
21.3
Threat Protect may terminate a Contract immediately by written notice if:
a)
the Customer fails to pay overdue amounts;
b)
the Customer breaches Vendor Terms or the Acceptable Use Policy;
c)
a Vendor terminates, suspends or withdraws the relevant Product;
d)
continued performance would breach law, regulation, sanctions or export controls;
e)
the Customer becomes insolvent or unable to pay its debts;
f)
the Customer undergoes a change of control to a competitor or sanctioned entity; or
g)
Threat Protect reasonably considers termination necessary to protect security or legal compliance.
21.4
Termination does not affect accrued rights, remedies or liabilities.
21.5
On termination or expiry:
a)
the Customer shall pay all outstanding Charges;
b)
all licences and access rights granted by Threat Protect cease, except as expressly stated otherwise;
c)
each party shall return or destroy the other party’s Confidential Information on request, subject to legal retention requirements;
d)
the Customer shall stop using Threat Protect Deliverables except to the extent licensed under clause 14.3; and
e)
Threat Protect may delete Customer Data in accordance with the Data Processing Agreement, where applicable, and applicable retention policies.
21.6
Clauses intended to survive termination shall continue, including clauses on payment, confidentiality, intellectual property, data protection, liability, indemnities, export controls, audit, governing law and dispute resolution.
22Export controls and sanctions
22.1
Each party shall comply with applicable export control, sanctions and trade compliance laws.
22.2
The Customer shall not use, resell, export, re-export, transfer, make available or provide access to Products or Services in breach of applicable sanctions, export controls or Vendor restrictions.
22.3
The Customer shall provide end-user, destination, ownership and use-case information reasonably requested by Threat Protect or a Vendor.
22.4
Threat Protect may refuse, suspend or terminate supply where it reasonably considers that performance may breach sanctions, export controls, Vendor restrictions or trade compliance requirements.
23Anti-bribery, modern slavery and compliance
23.1
Each party shall comply with applicable anti-bribery, anti-corruption, anti-tax evasion, anti-money laundering and modern slavery laws.
23.2
The Customer shall not offer, promise, request, receive or accept any bribe, inducement, facilitation payment or improper advantage in connection with the Contract.
23.3
Threat Protect may terminate a Contract immediately where the Customer breaches this clause.
24Publicity
24.1
Threat Protect may identify the Customer as a customer in customer lists, pitch materials and internal sales materials.
24.2
Threat Protect may use the Customer’s name and logo for the purposes in clause 24.1, provided that such use is reasonable and complies with any brand guidelines notified to Threat Protect.
24.3
Case studies, press releases, public announcements and detailed public references require the Customer’s prior written approval.
25Non-solicitation
25.1
During a Contract and for 12 months after termination or expiry, neither party shall solicit for employment any employee of the other party who was materially involved in the performance or management of the Contract.
25.2
This restriction does not apply to:
a)
general recruitment advertising not targeted at the other party’s employees;
b)
recruitment through an agency where the agency was not instructed to target the other party’s employees; or
c)
a person who independently approaches the recruiting party.
25.3
If a party breaches this clause, it shall pay liquidated damages equal to 50% of the relevant employee’s starting annual salary or annualised contractor fees in the new role. The parties agree that this is a genuine pre-estimate of loss and not a penalty.
26Force majeure
26.1
Neither party is liable for failure or delay caused by events beyond its reasonable control.
26.2
Force majeure events include acts of God, flood, fire, epidemic, pandemic, war, terrorism, civil unrest, industrial dispute, government action, legal restriction, utility failure, telecoms failure, internet failure, cloud provider failure, Vendor failure, supply chain disruption, cyber incident not caused by the affected party’s breach, and failure of manufacturers or distributors.
26.3
The affected party shall notify the other party and take reasonable steps to mitigate the effect of the event.
26.4
If a force majeure event continues for more than 60 days, either party may terminate the affected Contract on written notice.
27Assignment and subcontracting
27.1
The Customer may not assign, transfer, charge, subcontract or deal with its rights or obligations under a Contract without Threat Protect’s prior written consent.
27.2
Threat Protect may assign, transfer or subcontract its rights and obligations to an Affiliate, successor, subcontractor, Vendor, distributor or service provider, provided that Threat Protect remains responsible for subcontracted performance except where the Contract states otherwise.
28Notices
28.1
Notices under a Contract must be in writing and sent by hand, prepaid first-class post, recorded delivery or email to the addresses stated in the Order or otherwise notified by the parties.
28.2
Notices to Threat Protect must be sent to legal@threatprotect.co.uk and, where sent by post, to its registered office.
28.3
Email notices are deemed received when sent, provided that no bounce-back or delivery failure is received.
28.4
Legal proceedings and formal service of process must be served in accordance with applicable law and may not be served by email unless expressly permitted by law.
29General
29.1
A failure or delay in enforcing a right is not a waiver.
29.2
If any provision is invalid or unenforceable, the remaining provisions remain effective.
29.3
Nothing in the Contract creates a partnership, joint venture, employment relationship or agency, except where Threat Protect expressly acts as agent for a Vendor.
29.4
A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce it.
29.5
The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes prior discussions, proposals and representations.
29.6
Each party acknowledges that it has not relied on any statement, representation or warranty not expressly set out in the Contract, except in relation to fraud.
30Governing law and jurisdiction
30.1
The Contract and any dispute or claim arising out of or in connection with it are governed by the laws of England and Wales.
30.2
The courts of England and Wales have exclusive jurisdiction, except that Threat Protect may bring proceedings in any jurisdiction to recover unpaid Charges, protect intellectual property or enforce confidentiality obligations.
Questions about these Terms? Email legal@threatprotect.co.uk. Threat Protect Limited, Admirals Offices, Main Gate Road, The Historic Dockyard, Chatham, Kent ME4 4TZ, United Kingdom.