Equilibrium Security’s Terms and Conditions

STANDARD TERMS AND CONDITIONS

Application and entire agreement

1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Equilibrium Security Services Ltd a company registered in England and Wales under number 8199633 whose registered office is The Colmore Building, 20 Colmore Circus Queensway, Birmingham. B4 6AT. (we or us) to the person buying the services (you/ the client).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. These Terms and Conditions are generally applicable however some clauses may be superseded if explicitly referenced in any proposal or quote.

Interpretation

5. A “business day” means any day other than a Saturday, Sunday or bank holiday and is based on the working hours of 09:00 to 17:30.
6. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
7. Words imparting the singular number shall include the plural and vice-versa.

Services

8. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
9. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation.
10. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

Your obligations

11. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
12. If you do not comply with clause 10, we can terminate the Services.
13. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

Fees

14. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis unless the engagement is based on an agreed upon statement of works and therefore specified otherwise.
15. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services. These will be clearly laid out and specified at quotation stage.
16. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
17. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Cancellation and amendment

18. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 28 days from the date of the quotation, (unless the quotation is otherwise caveated or the quotation has been withdrawn).
19. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
20. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
21. When a purchase order is received and resource is scheduled to fulfil this order, cancellation charges will apply if a cancellation or reschedule is requested less than 48 hours before the first day of the scheduled resource, cancellation charges will be as per timeframes below:

22. Length of Engagement ≤ 10 Days	≤ 14 Days’ Notice	50% of PO Value
    Length of Engagement ≤ 10 Days	≤ 7 Days’ Notice	100% of PO Value
    Length of Engagement > 10 Days	≤ 21 Days’ Notice	50% of PO Value
    Length of Engagement > 10 Days	≤ 7 Days’ Notice	100% of PO Value

    If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
23. If the service being provided is cancelled or ceased by the Client once a PO is raised or equivalent email confirmation provided and subsequent invoice is settled, then we will not be obliged to offer a refund.

Payment

24. We will invoice you for payment of the Fees either:
    1. when we have completed the Services; or
    2. on the invoice dates set out in the quotation which in some cases may require upfront payment.

25. You must pay the Fees due within the timeframe outlined on the invoice or otherwise in accordance with any credit terms agreed between us.
26. Time for payment shall be of the essence of the Contract.
27. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 0% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
28. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
29. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
30. Receipts for payment will be issued by us only at your request.
31. All payments must be made in British Pounds unless otherwise agreed in writing between us.

Credits and Usage

32. Where we provide you with service credits, this is done so on the basis of pre-paid credits. Once the credit service agreement is in place, the service is delivered on a call off, pay per use basis.
33. The service is designed to allow access to services and support as required. The service credits proposed in this document are based on our experience of the size and type of changes anticipated and throughout the engagement we reserve the right to invoice for additional credits if it is felt that the service cannot be delivered with the number of credits remaining. This will be communicated with ample notice.
34. Services Credits are delivered in 1-hour time slots; with 1 credit equalling 1 hour of resource.
35. The credits are valid for 12 months from the point of issue, unless otherwise stated. 
36. Additional credits can be purchased at any time.
37. When a credit-based assistance is requested it will be logged and assigned to the appropriate Engineer or Consultant.
38. The number of credits required to carry out the requested service will be estimated at the time of logging the request. As the customer you then have the option to accept or decline the request. If accepted, an appropriate Engineer or Consultant is assigned. The service desk will manage all service calls to resolution coordinating all actions and responses.
39. The Equilibrium Service Desk can accept calls only from 2-3 designated customer personnel and will be subject to agreement being in place. The primary contact would need to be identified and agreed. The designated contacts can report all incidents via telephone or email.
40. The initial response management process would define the classification of the service request.
41. The customer is expected to do basic troubleshooting to aid the Equilibrium Engineer efficiently diagnose the issue.
42. Where an engineer has been scheduled to perform work, the customer may cancel up to 12 hours prior to work starting without charge. If the customer cancels within 12-6 hours, half the amount will be charged. If the customer cancels within 6 hours, the full amount will be charged.
43. Customers will be notified in a timeframe appropriate to their priority category. Priorities will be assigned by Equilibrium and agreed with the customer.

43. Equilibrium will aim to remediate or mitigate tickets within a timeframe appropriate to their priority category.

Sub-Contracting and assignment

44. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party. Wherever possible this will be highlighted and made clear through the engagement process.
45. Engagement of any subcontracted resources will be the full responsibility of Equilibrium Security Services. From the client perspective, any subcontracted delegate should be treated as an employee of Equilibrium Security Services.
46. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Termination

47. We can terminate the provision of the Services immediately if you:
    1. commit a material breach of your obligations under these Terms and Conditions; or
    2. fail to make pay any amount due under the Contract on the due date for payment; or
    3. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
    4. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
    5. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual property

48. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights. Sharing of security testing results for the purposes of demonstrating security/ compliance is excluded from this, but is done so at the discretion of the customer.

Information Security

49. Information we share with you must be securely stored. Specifically:

• This means that secure passwords and multi-factor or 2-factor authentication must be used.
• Access must only be granted to individuals that require access to the information to perform the tasks that we have subcontracted to you
• Unique passwords and MFA/ 2FA where possible for users must be used
• Information must not be shared with other third parties unless we have explicitly provided authorisation
• Information must not be stored on un-authenticated cloud storage sites

Data Protection and GDPR

50. As per the General Data Protection Regulation, GDPR, written contracts such as this one between controllers and processors is a requirement, this is appropriate to the data protection principle (appropriate security measures) under the Data Protection Act 1998. We therefore outline our obligations as a data controller (where appropriate) and data processor.

These are detailed below:

Minimum Terms: Unless otherwise agreed the minimum term of this engagement and therefore obligations of data processing is 12 months.

Data Processor: Where we are using your customer data to undertake business, we are the data processor and therefore our responsibilities fall within those of the GDPR.

We will:

• Utilise the data only under the terms of specific agreements
• Must not be passed on without our prior consent
• Must be stored securely within internal systems and only shared with employees that require access as part of their role
• A sub-processor can only be assigned with our prior agreement
• Adhere to rights of data subjects
• Provide any necessary assistance to you as the data controller
• Adhere to all audits and inspects as required

Data Controller: Where we are the data controller your obligations fall within the GDPR and require you to be compliant with the regulation as a processor of data of which we are a controller.

You must therefore:

• Utilise the data only under the terms of specific agreements
• Must not be passed on without our prior consent
• Must be stored securely within internal systems and only shared with employees that require access as part of their role
• A sub-processor can only be assigned with our prior agreement
• Adhere to rights of data subjects
• Provide any necessary assistance to us as the data controller
• Adhere to all audits and inspects as required

Liability and indemnity

51. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
52. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
53. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
    1. any indirect, special or consequential loss, damage, costs, or expenses or;
    2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
    3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
    4. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
    5. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

54. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
55. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Circumstances beyond a party’s control

56. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

57. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
58. Notices shall be deemed to have been duly given:
    1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
    3. on the fifth business day following mailing, if mailed by national ordinary mail; or
    4. on the tenth business day following mailing, if mailed by airmail.

59. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

No waiver

60. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Severance

61. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

62. These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.