TERMS AND CONDITIONS

1. Definitions
1.1. “Confidential Information” refers to any information in any format that meets one or more of the following criteria:

1.1.1. Information supplied by one party (hereinafter referred to as the “Disclosing Party”) to the other party (hereinafter referred to as the “Receiving Party”) in relation to this Agreement and which has been explicitly marked as confidential or has been verbally identified as such at the time of disclosure;

1.1.2. Any materials encompassing or including training content provided by the Supplier to the Customer;

1.1.3. Information pertaining to the Disclosing Party’s clientele, financials, sales, marketing strategies, products, suppliers, employees, operational activities, forecasts, management, or information systems, or any information that a reasonable person would typically consider to be confidential or proprietary in nature;

1.1.4. Personal Data, in instances where the Customer acts as a Controller and the Supplier serves as its Processor in the provision of Services, is also considered as Confidential Information of the Customer (the terms Controller, Processor, and Personal Data are defined as per clause 14); or

1.1.5. The specific terms (excluding the mere existence) of this Agreement as well as the process of its negotiation.

1.2. “Customer” refers to the entity or individual designated as the customer in the Proposal.

1.3. “Due Date” signifies the date specified or derived in accordance with the Proposal, by which the Customer’s payment must be received by the Supplier.

1.4. “Intellectual Property Rights” encompasses all patents, copyrights, database rights, design rights, trademarks, service marks, trade secrets, logos, know-how, and any other form of intellectual property rights, irrespective of whether they are registered, unregistered or eligible for registration. This term also includes any applications currently in process for any items that can be registered, and all rights and protections that have equivalent or similar effects globally.

1.5. “Material Breach” denotes a violation of the terms where a reasonable person acting in the position of the non-breaching party would consider terminating this Agreement as a result of said violation. Any breach of clause 7 by the Customer shall constitute a Material Breach.

1.6. “Proposal” refers to the document issued by the Supplier to the Customer, which outlines the Services.

1.7. “Services” implies the services that the Supplier has committed to providing the Customer, as detailed in the Proposal.

1.8. “Service Commencement Date”: the date set out in the Proposal, on which the Supplier will begin to provide the Services.

1.9. “Supplier”: Whitelabel Consulting Limited, a company registered in England and Wales with company number 12502056. The Supplier’s registered office address is: Bayside Business Centre Sovereign Business Park, Willis Way, Poole, Dorset, England, BH15 3TB.

2. The agreement
2.1. This agreement comprises these general terms, the schedules, and the Proposal.
2.2. This agreement applies to the exclusion of any terms the Customer may supply to the Supplier, or which accompany or are referenced in or linked from any purchase order or communication sent by the Customer. This agreement supersedes all previous negotiations, understandings, and representations, in each case relating to the subject matter of this agreement.
2.3. This agreement, and any claim, dispute or matter arising out of or in connection (including non-contractual claims), is and will be governed by English law.
2.4. Any provision of this agreement which refers to a charge or fee which the Supplier may levy on the Customer confers an obligation on the Customer to pay those charges or fees.
3. Duration
3.1. This agreement starts on the day set out in the Proposal, and lasts for the duration set out in the Proposal unless terminated earlier in accordance with this agreement.
4. Postponement or cancellation of Services
4.1. The Customer may request in writing (including by email) to the Supplier at any time that the Supplier postpones the Service Commencement Date. Following receipt of the Customer’s notification, the Supplier will confirm in writing (including by email) to the Customer if it agrees to the postponement or not. If the Customer does not receive written (including by email) confirmation from the Supplier of the postponement, the Service Commencement Date will be unchanged. The Customer may still cancel the Services in accordance with this clause 4.2.
4.2. The Customer may cancel Services at any time, but the Customer will not be eligible for a refund of the Charges, or a waiver of its obligation to pay the Charges, other than as set out in this clause 4.
4.3. The Customer is not eligible for a refund of any or all of the Charges, or a waiver of its obligation to pay the Charges, in either of the following situations:
4.3.1. In the event that the Supplier fails to receive a written notification of cancellation from the Customer, including via email, less than one clear week prior to the Service Commencement Date, the Customer will not be eligible for any refund or waiver of the Charges.
4.3.2. Where the period between the date of this agreement and the Service Commencement Date is less than two full weeks, the Customer shall be liable to pay the Charges in full. The Supplier reserves the right to issue an invoice for the full Charges forthwith.
4.3.3. In relation to Services encompassing or incorporating the supply of software, this clause shall apply regardless of whether the Supplier has furnished any software at the time of cancellation. The Customer shall be obliged to settle the Charges in their entirety. The Supplier is entitled to invoice the Customer for the full amount of the Charges without delay.
4.4. Contingent upon clause 4.3, should the Supplier receive written cancellation notice from the Customer, which includes communication via email, exceeding two clear weeks before the Service Commencement Date, the Customer shall qualify for a full refund of any Charges paid in advance, and a full waiver of any Charges payable post the Service Commencement Date for the Services cancelled.
4.5. Contingent upon clause 4.3, should the Supplier receive written cancellation notice from the Customer, including communication via email, exceeding one clear week before the Service Commencement Date, the Customer shall qualify for a refund amounting to 50% of any Charges paid in advance, or a waiver of 50% of any post-paid Charges for the Services cancelled. The Supplier reserves the right to issue an invoice for the outstanding Charges forthwith.
4.6. Contingent upon clause 4.3, should the Supplier receive written cancellation notice from the Customer, including communication via email, less than one clear week before the Service Commencement Date, the Customer shall be liable to pay the Charges in full. The Supplier reserves the right to issue an invoice for the full Charges forthwith.
4.7. Where the Customer is eligible for a refund of Charges paid in advance under this clause, the Supplier is required to process the refund to the Customer within 28 days from the date on which the written cancellation notice is received from the Customer.
5. Supplier Obligations
5.1. The Supplier is obliged to:
5.1.1. Commence the provision of Services on the Service Commencement Date;
5.1.2. Deliver the Services to the standard expected of a reasonable and prudent service provider engaged in the provision of comparable services as part of its regular course of business; and
5.1.3. Abide by all laws and regulations that are applicable.
5.2. The Supplier shall not furnish the Services beyond standard business hours within the United Kingdom unless otherwise stipulated in the Proposal.
5.3. Notwithstanding clause 5.1.2, due to the inherent nature of the Services, the Supplier does not provide any assurance or guarantee that:
5.3.1. It will successfully discover, pinpoint, or assign all indications of a compromise.
5.3.2. It will discover, pinpoint, or ascribe all conceivable avenues of attack or vulnerabilities; or the security of any system.
6. Supplier Independence
6.1. The Supplier shall conduct itself as an autonomous and unbiased observer, maintaining full editorial control over the breadth and substance of any reports or feedback provided to the Customer, in accordance with the Services. The Supplier shall have exclusive discretion in determining the final content of such reports or feedback, including the categorisation of risks.
6.2. The Customer is strictly prohibited from attempting to exert influence over, or place pressure on, the Supplier with regard to its investigation and the contents of any report or feedback.
7. Customer Obligations
7.1. The Customer shall ensure that both it and its staff members:
7.1.1. adhere to the Supplier’s reasonable directives, protocols, and instructions related to the Services;
7.1.2. conduct themselves with civility and professionalism when interacting with the Supplier and its personnel;
7.1.3. maintain the confidentiality of any access credentials furnished by the Supplier for systems or services utilised in the provision of the Services, and shall promptly notify the Supplier in the event of any actual or suspected unauthorised access;
7.1.4. furnish the Supplier with all pertinent information and documents in a timely and proactive manner, and ensure that such information and documents are comprehensive, precise, and current;
7.1.5. grant the Supplier access to the Customer’s systems and premises, as well as any other requisite assistance, promptly upon the Supplier’s request, to facilitate the provision of the Services; and
7.1.6. comply with all relevant legislation.
7.2. In the event that the Supplier is unable to render the Services in their entirety, to the anticipated standard, or to commence rendering the Services on the Service Commencement Date due to the Customer’s breach of one or more provisions of this agreement, either directly or indirectly:
7.2.1. the Supplier shall undertake reasonable measures to fulfil the Services but shall not be held accountable for any substandard or incomplete performance, including non-performance.
7.2.2. The Customer remains obligated to remit the Charges in full. Furthermore, the Customer may be required to schedule and finance additional services to enable the Supplier to conclude the delivery of the Services to the anticipated standard.
8. Pricing
8.1. Except as otherwise stipulated in the Proposal, prices are exclusive of Value Added Tax (VAT). The Supplier shall add VAT to the prices at the rate prevailing at the time of invoicing.
9. Payments and Invoicing
9.1. The Customer is obligated to remit payment for the Services as detailed in the Proposal and settle any other amounts due under this Agreement.
9.2. The Supplier shall issue invoices to the Customer by electronic mail, directed to the Customer’s address specified in the Proposal.
9.3. Should the Customer necessitate the inclusion of specific information on the invoice (e.g. purchase order number or supplier reference), it must apprise the Supplier of the pertinent information prior to the issuance of the invoice.
9.4. The Customer is required to meticulously review all invoices received from the Supplier. In the event of an anomaly, the Customer must inform the Supplier within 14 days from the date of the invoice, detailing the charges in contention and proffering a rationale, supported by relevant documentation. Post this 14-day period, the Customer waives any right to dispute or claim in relation to discrepancies in the invoice. The Customer remains liable to settle the undisputed portion of the invoice as per this Agreement and is expected to cooperate with the Supplier to amicably resolve the dispute.
9.5. The Customer shall pay the undisputed part of each invoice by the Due Date.
9.6. Payment must be made using one of the payment methods endorsed by the Supplier.
9.7. In circumstances where the Supplier has not received the full payment from the Customer by the due date, the Supplier reserves the right to undertake one or more of the following actions:
9.7.1. Dispatch reminders to the Customer via electronic mail, post, telephone, or other communication channels at regular intervals. The Supplier may levy an administrative fee for each reminder, construed as liquidated damages.
9.7.2. Impose penalties and interest on the Customer as delineated in the Late Payment of Commercial Debts (Interest) Act 1998.
9.7.3. Invoice the Customer for reasonable costs and expenses, including legal fees, incurred in pursuit of the outstanding payment.
9.7.4. Modify the due date for subsequent invoices.
9.8. If full payment remains outstanding thirty days post the due date, the Supplier reserves the right to take one or more of the following measures:
9.8.1. Suspend the provision of Services.
9.8.2. Terminate this Agreement.
9.9. In the event the Supplier suspends or terminates the Services or this Agreement as per clause 9.8, the Supplier shall not be held liable for any damages, costs, claims, expenses, or liabilities arising thereof.
9.10. The Customer is prohibited from cancelling, reversing, revoking or undertaking any similar action with respect to payments made to the Supplier. Should any payment be cancelled, reversed, revoked or similarly affected (including claims under the Direct Debit Guarantee), such payment shall be deemed null and void as if it were never made to the Supplier.
10. Intellectual Property
10.1. The Supplier or its licensors, whichever is applicable, retain ownership of any Intellectual Property Rights inherent in any reports, documentation, training materials, or any other materials or deliverables furnished to the Customer pursuant to this agreement. Save as expressly delineated in the Proposal, this agreement does not confer upon, nor vest in, the Customer any Intellectual Property Rights.
11. Modifications to this Agreement
11.1. The Supplier reserves the right to modify this agreement at any juncture, subject to notifying the Customer. Such modifications shall not impose any new financial obligations or substantive encumbrances on the Customer without their prior consent.
12. Termination of this Agreement
12.1. Any party may serve notice to terminate this agreement in the event of a Material Breach by the other party.
12.2. Termination of this agreement shall not affect any rights, obligations, or liabilities that have accrued prior to the termination or that are explicitly intended to subsist beyond the termination or expiration of this agreement.
12.3. Except as stipulated in clause 4, the Customer shall not be entitled to reimbursement of any payments made prior to the termination. 12.4. The following clauses shall continue to be effective subsequent to the termination of this agreement: 1, 4, 5.3, 6, 7.2.2, 12.3, 13, 15 through 19, Schedule 1 paragraphs 2.6 and 3, Schedule 2 paragraph 4, Schedule 3 paragraph 4, and Schedule 4 paragraph 6.2.
13. Limitations on Liability
13.1. All conditions, warranties, or terms that may subsist between the Customer and the Supplier, or may be implied or integrated into this agreement, whether by statute, common law or otherwise, are hereby excluded to the fullest extent permissible by law, inclusive of the implied conditions, warranties or terms as to satisfactory quality, fitness for a particular purpose, or the utilisation of reasonable skill and care.
13.2. No party shall limit or exclude its liability to the other for personal injury or death resulting from negligence, for deceit or fraudulent misrepresentation, or for any circumstance under which liability cannot be lawfully limited or excluded.
13.3. Subject to clauses 13.1 and 13.2, neither party shall be held liable to the other for any special, indirect, or consequential losses, nor for any of the following categories of loss, regardless of whether they are direct, indirect, special, or consequential and regardless of how they are incurred:
13.3.1. financial loss (excluding amounts due from the Customer to the Supplier under this agreement), comprising loss of profits, earnings, business, goodwill, or business interruption;
13.3.2. unanticipated or incidental losses; loss of anticipated savings; loss of sales; failure to mitigate bad debt; depreciation in the value of an asset; and
13.3.3. loss or corruption of data.
13.4. Subject to clauses 13.1 to 13.3, the Supplier’s aggregate liability to the Customer for claims, whether arising out of contract or tort, in relation to this agreement shall be limited to a ‘money-back guarantee’, defined as:
13.4.1. in the case of ongoing services, the amount remitted by the Customer to the Supplier for the Services for the month in which the Supplier was notified of the breach by the Customer;
13.4.2. in all other instances, the amount remitted by the Customer to the Supplier for the Services to which the breach pertains, for the duration in which the Supplier was in breach of this agreement.
13.4.3. Any liability owed to the Customer under this agreement is solely that of the Supplier. The Customer shall not seek to enforce any personal liability upon, or instigate any claim against, any individual associated with the Supplier.
14. Data Protection
14.1. In this Clause 14, references to a “‘Regulation” pertain to the Applied GDPR. “Applied GDPR” denotes the EC Regulation 2016/679 as amended by the UK’s Data Protection Act 2018. References to an “Article” refer to an Article of the Regulation. Capitalised terms within this clause take on the meanings defined by the Regulation unless otherwise specified in this Agreement.
14.2. The Customer shall ensure that:
14.2.1. Any instructions provided by the Customer to the Supplier concerning the Processing of Personal Data are lawful and do not cause the Supplier to infringe any legal requirements; and
14.2.2. The Customer has adhered to, and shall continue to adhere to, all relevant data protection laws during the period in which Personal Data is being Processed on behalf of the Customer.
14.3. The Customer shall refrain from transferring or granting access to any Personal Data to the Supplier unless such transfer or access is indispensable for the Supplier to fulfil the Services.
14.4. In the event that the Customer acts as a Controller and the Supplier acts as the Customer’s Processor concerning any Personal Data, or if the Customer acts as a Processor and the Supplier acts as the Customer’s Sub-processor, the Supplier shall:
14.4.1. Process Personal Data in compliance with all relevant laws.
14.4.2. Process the Personal Data exclusively based on the Customer’s documented instructions as outlined in this Agreement, including any instructions pertaining to the transfer of Personal Data to a third country or an international organisation.
14.4.3. Notify the Customer prior to Processing the Personal Data, unless legally prohibited, in cases where the Supplier is legally obligated to act contrary to the Customer’s instructions.
14.4.4. Maintain the Customer’s general authorisation to engage other Processors (Sub-processors) and adhere to the conditions set forth in paragraphs 2 and 4 of Article 28 for any such engagement. The Supplier shall be accountable for the actions and oversights of its Sub-processors as per the liability limitations in this Agreement and shall ensure that
the Sub-processor contract, with regard to the Processing of Personal Data, is substantially similar to, and in no event less stringent than, this Clause 14.
14.4.5. Ensure that individuals authorised to Process the Personal Data have pledged confidentiality.
14.4.6. Implement all measures necessitated by Article 32.
14.4.7. Given the nature of the Processing, assist the Customer, at the Customer’s expense, through suitable technical and organisational measures, to the extent feasible, in fulfilling the Customer’s obligation to respond to requests exercising the Data Subject’s rights as delineated in Chapter III of the Regulation.
14.4.8. Upon the Customer’s written request, provide reasonable assistance, at the Customer’s expense, in ensuring compliance with the Customer’s obligations under Articles 32 to 35, taking into account the nature of Processing and the information available to the Supplier.
14.4.9. Following the conclusion of the Services, either delete or return all Personal Data to the Customer as per the Customer’s preference, and delete any existing copies. The Supplier is not obliged to delete Personal Data if there is a legal requirement to retain such data.
14.4.10. Subject to the Customer’s written agreement concerning specifics and at the Customer’s expense, furnish all necessary information to prove compliance with the obligations outlined in Article 28 and facilitate and participate in audits, including inspections, conducted by the Customer or an auditor appointed by the Customer.
14.4.11. Inform the Customer without unnecessary delay upon becoming aware of a Personal Data Breach for which the Supplier is accountable.
14.5. For the purpose of Clause 14.4:
14.5.1. The subject matter, nature, and purpose of the Processing conducted by the Supplier is to fulfil the Supplier’s obligations under this Agreement, which is contingent upon the Services provided.
14.5.2. The duration of the Processing shall be coextensive with the term of this Agreement.
14.5.3. The types of Personal Data and categories of Data Subjects are to be determined by the Customer through the Customer’s utilisation of the Services.
15. Confidentiality
15.1. Except as provided in clauses 15.2 to 15.5, each party shall:
15.1.1. maintain strict confidentiality over the other party’s Confidential Information;
15.1.2. not utilise, disclose or disseminate any part of the Confidential Information without the disclosing party’s prior written consent, except as necessary to fulfil its obligations under this Agreement or to the extent required for the provision of the Services;
15.1.3. store the Confidential Information in a secure manner and employ reasonable
precautions to guard against unauthorised access, destruction, corruption, or loss;
15.1.4. promptly inform the other party in the event of any unauthorised disclosure or possession of Confidential Information; and
15.1.5. upon receiving a written request, promptly destroy any Confidential Information in its possession. The party may retain Confidential Information as mandated by law or
regulatory requirements, or as reasonably necessary for evidence or archival purposes. The terms of this Agreement shall continue to apply to any retained Confidential Information.
15.2. Clause 15.1 does not apply to the extent that the party disclosing Confidential Information can substantiate that:
15.2.1. such disclosure is mandated by law, court order, or any competent authority, provided that, to the extent legally permissible, it notifies the other party with as much advance notice as possible;
15.2.2. the Confidential Information is in the public domain through no fault of the disclosing party;
15.2.3. the Confidential Information was independently developed by the disclosing party without relying on the other party’s Confidential Information;
15.2.4. the Confidential Information was already known to the disclosing party prior to the disclosure and was not subject to any confidentiality obligations or in violation of any legal requirements; or
15.2.5. the Confidential Information was lawfully obtained from a third party free from any confidentiality obligations, and the disclosing party has made reasonable inquiries to ascertain that the third party was not under any confidentiality obligations to the other party.
15.3. A party may disclose Confidential Information to its professional advisors to the extent reasonably necessary for exercising its rights or fulfilling its obligations under this Agreement, provided that it ensures such advisors are bound by confidentiality obligations at least as stringent as those stipulated in this Agreement.
15.4. Nothing in clause 15 inhibits the disclosure of Confidential Information as required by law or any regulatory authority, provided that, prior to such disclosure, the disclosing party:
15.4.1. Provides reasonable notice to the other party to afford an opportunity to seek a protective order or equivalent measures; or
15.4.2. makes reasonable efforts to secure a written commitment from the relevant judicial or regulatory authority to protect the Confidential Information.
15.4.3. The obligations set forth in this clause 15 shall persist for two years following the termination or expiry of this Agreement.
16. Force Majeure
16.1. Neither party shall be liable for any delay or failure in performing its obligations under this Agreement if such delay or failure results from events beyond its reasonable control. This provision is conditional upon the affected party promptly notifying the other party of the circumstances of the force majeure event. Notwithstanding the foregoing, this clause 16.1 shall not apply to the Customer’s obligations to make payments under this Agreement.
16.2. In the event that the force majeure condition persists for a period exceeding 28 days, the unaffected party may serve notice to terminate this Agreement without any penalty or liability (save for any outstanding payment obligations on the part of the Customer) on a date specified in the notice.
17. Notices
17.1. Except for the service of legal proceedings, any notice under this Agreement shall be sent by email to the nominated email address of the relevant party. For the Supplier, the nominated email address is neil@cyberalchemy.co.uk. For the Customer, it is the email address provided in the Proposal.
17.2. The Customer may alter its nominated email address by notifying the Supplier. The change shall be effective from the date the Supplier confirms the amendment of the Customer’s email address.
17.2.1. Notices sent via email are deemed received upon successful delivery to the recipient’s mail server.
17.3. For serving notice pertaining to legal proceedings, a party must use a postal service with signature confirmation or a courier service. The notice must be addressed:
17.3.1. For the Supplier: to the Managing Director at the registered office address of the Supplier.
17.3.2. For the Customer: to the latest address on file for the Customer. In case no such address is available, the notice can be sent to an address reasonably associated with the Customer. If the Supplier is unable to reasonably serve notice by post or courier, the notice may be served via email.
18. Dispute Resolution Procedure
18.1. In case of any dispute or claim arising out of or relating to this Agreement (including non-contractual matters), the parties shall seek to resolve the dispute by:
18.1.1. Referring the matter to a representative of the other party with whom there is routine contact;
18.1.2. If unresolved, the matter shall be escalated to the respective General Managers (or equivalent) for discussion.
18.2. Subject to clause 18.3, if the dispute remains unresolved following the steps outlined in clause 18.1, either party may initiate legal proceedings before the English courts. The parties hereby submit to the exclusive jurisdiction of the English courts for any claim, dispute or matter arising out of or in connection with this Agreement.
18.3. Clauses 18.1 and 18.2 do not impede either party’s right to seek injunctive or other interim relief from the English courts. Such action may be taken without completing the dispute resolution procedure.
18.4. To commence a claim arising from this Agreement, a party must provide the particulars of the claim to the other party within 12 months from the date the cause of action arose.
18.5. Each party shall bear its own costs related to the dispute resolution procedure until the matter is referred to the courts. Court-related costs shall be at the discretion of the court.
19. Miscellaneous Provisions
19.1. A third party who is not a signatory to this Agreement shall have no rights or entitlements under it.
19.2. Non-solicitation: For a duration of two years following the conclusion of the Services, neither party shall, whether directly or indirectly, solicit or encourage any individual employed by the other party to enter into their employment or engagement, unless they have secured prior written consent from the other party.
19.3. Severability: In the event that any provision of this agreement is deemed invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not impair or affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.
19.4. Non-waiver of Rights: Any failure by either party to enforce or exercise any right or remedy under this agreement shall not constitute a waiver of that right or remedy and shall not prevent the party from subsequently enforcing or exercising that right or remedy in respect of that or any other occurrence.
19.5. Waiver Formality: A waiver concerning any breach or provision of this agreement shall be effective only conveyed through electronic mail or any other written form and explicitly acknowledged by the waiving party.
19.6. Assignment and Sub-contracting: The Supplier is entitled to assign, transfer, charge, sub-contract or otherwise deal with its rights or obligations under this agreement in any manner it deems fit. The Customer, on the other hand, is prohibited from engaging in any such actions unless they have procured the Supplier’s prior written consent.
19.7. Relationship of Parties: Nothing in this agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. The Customer shall not represent itself as an agent, partner, or representative of the Supplier, nor shall it claim any authority to incur any obligation on behalf of the Supplier.   

Schedule 1: Penetration Testing
1. Applicability
1.1. This Schedule is applicable to Services encompassing penetration testing.
2. Authorisation of Access
2.1. The Customer hereby grants the Supplier the requisite authorisation to access and utilise all systems, networks, and premises within the remit of the Services and those which may reasonably be influenced by the Services. The Customer shall ensure the Supplier maintains this authorisation throughout the term of the Services.
2.2. In the event the Customer is unable, at any given time, to grant or sustain the authorisation mentioned in clause 2.1.
2.2.1. The Customer must immediately inform the Supplier;
2.2.2. The Customer must expeditiously secure the requisite authorisation from the relevant parties capable of granting such authorisation; and
2.2.3. The Customer must swiftly furnish the Supplier with written documentation evidencing the acquired authorisation.
2.3. Upon the Supplier’s reasonable request, the Customer shall promptly issue the Supplier with a written Letter of Authority that:
2.3.1. Outlines the nature and scope of the Services;
2.3.2. Specifies the Supplier by name as the authorised entity to execute the Services;
2.3.3. Furnishes the contact name, direct telephone number, and email address of a senior representative of the Customer who can address queries regarding the Services from any party, including those associated with the Customer; and
2.3.4. Contains the signature of the aforementioned senior representative of the Customer.

2.4. The Customer shall indemnify the Supplier against any losses, costs, claims, expenses and liabilities arising from or in connection with any breach of this clause 2 by the Customer.
2.5. Should the Supplier be incapable of executing, either in full or in part, the Services due to an absence of documented authorisation to access the systems, networks, or premises concerned, the Supplier shall be considered to have satisfactorily completed the Services concerning said systems and networks.
2.6. Should the Supplier, at any juncture, including post-completion of the Services or following the termination of this agreement, request affirmation of the Customer’s authorisation of access, the Customer must, within 7 days of receiving the Supplier’s request, issue the Supplier with a written Letter of Authority including the content specified in clause 2.3.
3. No liability for outages or failures
3.1. The Supplier shall not be held liable for any degradation in system or network performance, loss or corruption of data, system or network downtimes, or any other impairments or adverse consequences arising from or in relation with the Services, regardless of the system, network, data, or nature or scope of the consequence.
3.2. The Customer must maintain appropriate backups, disaster recovery measures, and contingency plans pertinent to its circumstances.
4. Confidentiality
4.1. The findings of the Services shall be considered Confidential Information of the Customer. The Supplier shall adhere to Clause 15 of the primary agreement concerning this Confidential Information.

Schedule 2: Software and Ancillary Services
1. Applicability
1.1. This Schedule shall pertain to Services involving the provision of software by the Supplier to the Customer, along with ancillary services associated therewith.
2. Compliance with Third-party Licences
2.1. The Customer undertakes to abide by all relevant third-party agreements and licences governing the software, including any amendments or modifications thereto, which may be enacted from time to time.
3. Network Connectivity
3.1. The Customer shall be responsible for securing and maintaining all necessary network connectivity at their premises, including, where applicable, Internet connectivity, in order to utilise the software optimally and to facilitate the Supplier in rendering the Services.
4. Limitation of Liability Pertaining to the Software
4.1. Save for any stipulations to the contrary within the Proposal, the Supplier shall not bear any responsibility or liability whatsoever to the Customer in respect of any losses, costs, claims, expenses or liabilities arising in connection with any or all of the following:
4.1.1. The functionality or performance of the software.
4.1.2. Support provided to the Customer or end users in relation to the software.
4.1.3. The installation or configuration of the software.
4.1.4. Any claims of infringement pertaining to the software or the Customer’s use thereof.
4.1.5. The suitability or fitness for purpose of the software. 

Schedule 3: Data Protection Officer Services
1. Applicability
1.1. This Schedule shall come into effect if the Services encompass the Supplier undertaking the role of a Data Protection Officer for the Customer.
2. Evaluation of Competence
2.1. The Customer shall bear the responsibility for ascertaining the adequacy of the Supplier in
assuming the role of Data Protection Officer for the Customer.
2.2. Upon receiving a request from the Customer, the Supplier is obliged to expeditiously furnish any information reasonably sought by the Customer, to facilitate the assessment of the Supplier’s competence for the role of Data Protection Officer.
3. Supplier’s Contact Information
3.1. The Customer is prohibited from disclosing any contact information pertaining to the Supplier’s role as Data Protection Officer, save for the details expressly provided by the Supplier for such purpose.
3.2. In the event that the Supplier provides updated contact details, the Customer shall amend the Supplier’s information without undue delay.
4. Consequences of Suspension or Termination
4.1. In the event that this Agreement is either suspended or terminated, the Supplier will cease to fulfil the role of Data Protection Officer on behalf of the Customer.
4.2. Upon suspension or termination of this Agreement, the Customer shall, without undue delay:
4.2.1. Remove the name and contact details of the Supplier from any documentation that identifies the Supplier as the Customer’s Data Protection Officer; and
4.2.2. Notify all pertinent Data Protection Regulatory Authorities that the Supplier no longer serves as the Customer’s Data Protection Officer, and ensure the removal of the Supplier’s name and contact details from the records maintained by each relevant authority concerning the Customer’s Data Protection Officer.

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