THREAT PROTECT TERMS AND CONDITIONS

Definitions

“Threat Protect” shall mean Threat Protect Limited of Alpha House, 100 Borough High Street, London, SE1 1LB and / or its subsidiaries.

“Buyer” shall mean the person (s) or corporate body placing an order with Threat Protect under these conditions of sale.

“Goods” shall mean items and services to be provided to the Buyer by Threat Protect under these conditions of sale.

Application

1. Threat Protect makes contracts for the supply of goods, including, for the avoidance of doubt, software and/or services subject only to these terms and conditions, and/or any special terms and conditions notified by Threat Protect. The Buyer accepts that these terms and conditions shall prevail between Buyer and Threat Protect to the exclusion of all other terms, whether express or implied. In the event of any conflict between any Threat Protect special terms and conditions and these terms and conditions, the Threat Protect special terms and conditions shall prevail. No variation of these terms and conditions shall be valid unless agreed in writing by a duly authorised representative or Threat Protect.
2. Where Threat Protect acts as agent only in procuring a contract for Services, such as third- party maintenance, or internet services, the terms and conditions governing such contract shall be those of the third-party provider, copies of which are available from Threat Protect on request.

Acceptance of Orders

1. All quotations are made, and all orders are accepted only upon and subject to these Conditions of Sale. No order is binding until accepted by Threat Protect. No variation of these Conditions may be made unless made in writing by an authorised representative of Threat Protect.
2. Charges will be invoiced according to the quoted terms set down by Threat Protect and accepted by the Buyers’ reciprocal purchase order and instructions to proceed.

Prices

1. All prices quoted are valid for the period specified in the quotation and are exclusive of VAT and all other applicable taxes, duties and delivery charges.
2. For services work undertaken by Threat Protect, the following terms apply:
   1. All services work undertaken by Threat Protect for or on behalf of the Buyer will be charged at current rates. Unless stated otherwise (by prior written agreement between Threat Protect and the Buyer), all rates exclude travelling time and expenses.
   2. Unless by prior written agreement between Threat Protect and the Buyer, a day consists of 7.5 normal working hours plus 1 hour for lunch. All hours worked over and above this, or outside normal daytime working hours will be charged at the standard overtime rate for the relevant price stratum.
   3. The first two hours travelling time for each working day are free.
   4. Threat Protect reserves the right by giving notice to the Buyer at any time before delivery to increase the price of services to reflect any increase in the cost to Threat Protect which is due to any factor beyond the control of Threat Protect.

Delivery

1. All delivery dates quoted are estimated and are not guaranteed. Whilst every endeavour is made to comply with delivery dates Threat Protect shall have no liability whatsoever for any delay in despatch or delivery.
2. Where the delivery of Goods and/or the supply of Services require Threat Protect to be on site at Buyer’s premises, the Buyer will provide to Threat Protect access to all information and facilities reasonably required by Threat Protect for the delivery of such Goods or the performance of such Services, and Buyer shall provide safe working conditions for Threat Protect.

Damage or Loss in Transit

1. The risk in the goods shall pass to the buyer on delivery to the address specified by the Buyer. In the event of the goods being damaged or incomplete the buyer shall immediately notify Threat Protect. The Buyer shall also immediately notify Threat Protect if the goods are not received by the Buyer within 7 working days of the invoice date.

Payment

1. Payment is due within 30 days from the date of invoice provided that the Buyer maintains satisfactory credit rating. In the absence of a satisfactory creditrating payment is due before delivery. The Buyer agrees to pay interest on late payments at the rate of 2% per annum above the base rate for the time being of Lloyds Bank PLC.

Package, Postage or Carriage

1. Charges for packing and postage or carriage will be made on each delivery requested by the buyer.

Title

1. The goods shall remain the sole and absolute property of Threat Protect until such time as the Buyer shall have paid to Threat Protect the agreed price together with the full price of any other goods subject to any other contract with Threat Protect.
2. Until such payment the Buyer shall be in possession of the goods solely as bailee for Threat Protect in a fiduciary capacity and shall store the goods in such a way as to enable them to be identified as the property of Threat Protect.
3. Threat Protect reserves the immediate right of repossession of any Goods to which it has obtained title as aforesaid which right shall become exercisable if the Buyer shall exceed its credit limit without Threat Protect prior written authority or become unable to pay its debts as they fall due and for this purpose the Buyer hereby grants an irrevocable right and license to Threat Protect, its servants and agents to enter upon its premises with or without vehicles during normal business hours. Thereafter Threat Protect reserves the right to re-distribute the said Goods. The rights conferred on Threat Protect by this sub-paragraph shall be without prejudice to any accrued rights of Threat Protect under these Conditions or otherwise.

Rental of Goods

1. Where Threat Protect agrees to supply Goods to Buyer on a rental basis, Buyer agrees to keep such goods insured to their full value by a reputable insurer; to permit the use of such goods only in accordance with the manufacturer’s instructions by properly trained personnel; to keep such Goods on the premises of Buyer notified to Threat Protect as the delivery address and not to move such Goods from such address without Threat Protects’ prior written consent; to return such Goods to Threat Protect at the end of the agreed rental period at Buyer’s expense, in good condition and with all original packaging, cables and documentation intact.

Software Licences and Maintenance

1. The Buyer acknowledges that any software supplied is supplied subject to the terms and conditions of the software manufacturer’s License and the Buyer agrees to comply with those terms and conditions.
2. The Buyer acknowledges that the support for any Software supplied, apart from warranty considerations, shall be limited to that defined in a separate support agreement. In the absence of a support agreement there shall be no obligation to supply support and that any support supplied shall be at the discretion and by the goodwill of Threat Protect and/or the software manufacturer.

Confidential Information

1. All information relating to business, products, and services, including oral information; written information, and information recorded in any other media (‘Information’) which is disclosed by Threat Protect and Buyer to each other shall be treated as confidential for a period of five years following the date of disclosure, save where the information:
   1. now or later comes into the public domain other than by breach of this clause 11;
   2. is in the possession of the recipient with full right to disclose prior to receiving it from the other party;
   3. is independently received by the recipient from a third party with full right to disclose;
   4. is trivial or obvious;

Copyrights

1. Any material written, created, designed, discovered, or drafted by any of Threat Protects’ employees shall be considered a work of hire and the property of Threat Protect. Threat Protect is the owner of all right, title and interest in and to each of the Copyrights, free and clear of all liens and other adverse claims. All the Copyrights have been registered and are currently in compliance with formal requirements, are valid and enforceable.

Warranty

1. Threat Protect warrants that it has good title to or licence to supply the Goods to the Buyer.
2. Subject to the following limitations, should the Goods prove defective in materials or workmanship under normal operational service new goods will be repaired or replaced only in accordance with any warranty cover and terms provided by the manufacturer of the goods, and second-hand goods, if proven defective within 30 days of delivery, will be repaired, or replaced or the purchase price refunded at Threat Protects’ option.

PROVIDED THAT any warranty shall not apply if:

1. 1. the condition of the Goods is as a result of improper use or the operation of the Goods outside the specified environmental conditions;
   2. the condition of the Goods is the result of any incident after the delivery including but not limited to fire, flood, and any attempt of the Buyer or a third party to repair the Goods.
   3. the condition of the Goods is as a result of modifications made by any party other than Threat Protect or its authorised agent.

3. Buyer acknowledges that it is the responsibility of Buyer to ensure that the Goods meet Buyer’s requirements.
4. No Goods may be returned without Threat Protects’ written consent.
5. Threat Protect shall not be liable in respect of any variation in the manufacturer(s) specification for the Goods.
6. Except for the express warranties stated above Threat Protect disclaims all other warranties whether expressed or implied.

Limitation of Liability

1. Save in the event of physical injury or death caused by the negligence of Threat Protect or it’s employees or agents, Threat Protect liability to the buyer in respect of direct damage to property caused solely by defects in any of the goods or caused solely by the negligence of Threat Protect employees (or their agent or sub-contractor) acting within the course of their employment and the scope of their employment and the scope of their authority shall be limited to £500,000 for any one event or series of connected events.
2. Except as stated in clause 11 (a) and where provided for elsewhere in these Conditions, Threat Protect disclaims all liability and shall in no event be liable for any indirect or consequential loss or damage, including, without limitation loss of profits, loss of data, loss of anticipated earnings and loss of contracts, however caused.
3. The Buyer warrants that any design material, instructions, technical and non-technical information furnished or given by him are not libellous or such will cause Threat Protect to infringe any copyright, registered designs, or any intellectual property rights or any legislation for the time being in force in the United Kingdom in the performance of the contract.

Effect of Termination

1. On termination of any contract between Threat Protect and Buyer, each party shall promptly return to the other any materials or equipment belonging to the other which was delivered under, or in connection with the contract which has been terminated.
2. Any termination of any contract between Threat Protect and Buyer shall not affect any accrued rights and liabilities of either party.

Non-solicitation

1. During, and for a period of twelve (12) months after termination of any contract between the parties, neither party shall seek to entice away from the other’s employment any employee involved in the performance of that contract. Buyer and Threat Protect agree that in the event of break of this provision, the measure of damages shall be fifty per cent (50%) of the starting salary of the employee in his or her new employment.

Export

1. Neither Threat Protect nor the Buyer shall be under any liability for any failure to perform any or all of their obligations under these conditions if such failure shall be due to any circumstances beyond the reasonable control of the parties including (without limitations) acts of God, fire, flood, strike, labour disputes, civil commercial sabotage, statute order, any regulation of any government public or local authority or any failure by a manufacturer to meet its delivery estimates.

Force Majeure

1. Neither Threat Protect nor the Buyer shall be under any liability for any failure to perform any or all of their obligations under these conditions if such failure shall be due to any circumstances beyond the reasonable control of the parties including (without limitations) acts of God, fire, flood, strike, labour disputes, civil commercial sabotage, statute order, any regulation of any government public or local authority or any failure by a manufacturer to meet its delivery estimates.

Waiver

1. The failure by Threat Protect or the Buyer to enforce at any time any one or more of these Conditions of Sale shall not be a waiver of these Conditions or of the right at any time subsequently to enforce these Conditions of Sale.

General Conditions

1. Threat Protect may make available to you a Buyer Portal. You understand that Threat Protect uses third party vendors and hosting partners to provide the Buyer You must not modify, adapt or hack the Buyer Portal or modify another website so as to falsely imply that it is associated with the Buyer Portal. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Buyer Portal without the express written permission by Threat Protect.
2. You understand that the technical processing and transmission of the Buyer Portal, including your Content, may be transferred unencrypted and involve (i) submissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. You must not upload, post, host, or transmit unsolicited documents, emails, or “spam” messages. You must not transmit any worms or viruses or any code of a destructive nature.
3. Threat Protect may use your Company Names and Logos in case studies, promotional materials, website, or other write-ups, unless you request otherwise.

Law

1. These Conditions shall be governed by English law and any disputes arising there from shall be subject to the non-exclusive jurisdiction of the English Courts