BSI Cybersecurity and Information Resilience standard terms and conditions of sale
1. Parties of this agreement
This is an Agreement between BSI Cybersecurity and Information Resilience (Ireland) Ltd and Espion (UK) Ltd (hereinafter “BSI”) and the natural person or legal entity which is requesting services (hereinafter “Client”).
2. Invoicing & Payment
2.1 Prices quoted are valid for a period of 30 days. Daily rates quoted are for standard business days from 09:00hrs-17:00hrs or part thereof. Client recognises that time and a half applies from 17:00hrs-21:00hrs and 07:00hrs-09:00hrs during standard business days, double time applies from 21:00hrs-24:00hrs during standard business days and from 09:00hrs-21:00hrs on Saturdays and Sundays; triple time applies from 24:00hrs-07:00hrs all days; All other times to be agreed in advance.
2.2 BSI will invoice for good and services as follows:
2.2.1 All product will be invoice on the date of dispatch;
2.2.2 For all Consultancy, BSI will invoice client 50% of the fees payable upon commencement of the project, the remaining fees will be invoiced upon issue of draft reports or completion of on-site work, whichever is applicable.
2.2.3 For SaaS Services, BSI will invoice the commissioning and first 3 months in advance with the remaining months billed quarterly in advance
2.3 Expenses charges to be approved/mutually agreed by the client before they are incurred.
2.4 Notice of cancellation or postponement of scheduled work will only be accepted up to 14 days prior to the project commencement date. Notification must be given in writing or by email to the Business Development Manager, or the Consultant due to conduct the work. If less than 14 days’ notice of postponement or cancellation is given, 50% of the value of the project fees will be imposed. If less than 24 hours' notice of postponement or cancellation is give, 100% of the value of the project fees will be imposed.
2.5 Payment is due strictly within 30 days from the date of invoice.
2.6 If the Client fails to make any payment due to BSI by the date it falls due, without prejudice to any other right or remedy available to BSI, BSI shall be entitled to charge the Client interest on a daily basis at an annual rate equal to the aggregate of 7% and the base rate of the European Central Bank from time to time on any sum due and not paid on the due date.
2.7 Notwithstanding the foregoing, BSI retains title in all goods supplied by them to the Client until the payment by Client of all monies due for all goods and services supplied.
2.8 All training is invoiced 25 working days in advance and is payable prior to course start date. To facilitate exam administration, payment for Certified Programs must be received 10 working days prior to course start date.
3. Confidentiality & Intellectual Property
3.1 Each party undertakes to keep confidential all information provided to it by the other Party, where the nature of the information provided is such that it reasonable to assume it to be confidential whether it is marked or communicated as such or not.
3.2 The parties agree that all Intellectual Property in all the Documents and Goods specifically produced or supplied by or on behalf of BSI in connection with or relating to this Agreement shall vest in and belong to BSI. BSI provides to the Client a non-exclusive, perpetual, non-transferable license to use such Intellectual Property, for Client's internal use only.
4. Liability and Indemnity
4.1 Nothing in this agreement shall limit or exclude the liability of BSI or of the Client for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation.
4.2 Subject to clause 4.1:
4.2.1 neither party to this agreement shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with this agreement;
4.2.2 the total liability of either party to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall not exceed the value of the fees payable by the Client to BSI under it.
5.1 At no time during the period of this Agreement or for a period of 2 years following termination of this Agreement shall the Client directly or indirectly employ or seek to employ any employee, sub-contractor or representative of BSI or otherwise encourage or entice any such person to leave the service of BSI. Breach of this shall be subject to the payment, on demand, the client to BSI of a non-compensatory fine for each individual employed and/or contracted, in the amount equivalent 2.5 years’ salary of that individual.
6.1 The Parties agree that, in the event one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of the Agreement. The remainder of this Agreement shall be valid and enforceable.
7. Entire Agreement, Law and Jurisdiction
7.1 This agreement along with BSI's long form conditions of sale contains the entire agreement between the Parties with respect to its subject matter.
7.2 Contract should not be created/amended by verbal agreement. Instead formal changes should be via written agreement, email or Fax
7.3 These terms and conditions will be governed by and construed in accordance with the applicable laws of the United Kingdom (in respect of Clients residing in the United Kingdom) and the applicable laws of the Republic of Ireland (in respect of Clients residing in the Republic of Ireland) without regard to conflict of law principles. All legal proceedings relating to the matters herein shall be adjudicated solely in the courts of either the United Kingdom or, where relevant, the Republic of Ireland.
8. Terms and Termination
8.1 Either Party may terminate this Agreement by giving to the other not less than 1 (one) months' written notice. Upon termination, any sums due to either Party will become immediately payable and both Parties will return or destroy any Confidential Information of the other Party.
9. Transfers and Cancellation of Training Courses
9.1 Delegates may transfer their registration for one course to another course up to 21 working days prior to the original course date. Once a delegate has transferred no refunds can be made for the cancellation of either course. Only one transfer by any delegate may be made.
9.2 If you cancel a Training Course: - all cancellations must be made no later than 30 days before the start of relevant training course. We will only accept cancellations that are made in writing. If a delegate fails to attend a training course, or a cancellation is sought within the 25 working days prior to the start of such course, full payment will be required.
9.3 If we cancel a Training Course, or change course content: - we reserve the right to cancel a Training Course at any time, without incurring any additional liability to the Licensor or any delegate. In such circumstances, we will offer alternative dates, a full refund or a credit note.