Terms & Conditions
1 Services and deployment of resources
“Services” shall mean the services to be provided by Graylion Security Ltd as detailed in the “Our Approach” and the “Our Offer” sections of this agreement.
All Services will be delivered on a time and materials basis unless otherwise stated herein.
Graylion Security Ltd shall not deploy resources unless all outstanding invoices are settled in accordance with the payment terms herein.
The client is responsible for requesting resources. Subject to the availability of resources, Graylion Security Ltd shall endeavour to schedule the requisite resources to commence the Services at the earliest mutually agreeable date.
Graylion Security Ltd will use reasonable care and skill in providing the Services.
The client shall afford access to its premises, equipment and personnel and make available such documentation, information, data as may be reasonably required by Graylion Security Ltd in the provision of the Services.
For the duration of this agreement and for a period of 6 (six) months thereafter neither party shall make an unsolicited approach, whether directly or indirectly, to an employee or contract of the other party.
3 Invoicing and payment
Graylion Security Ltd shall invoice the client for 100% of the price (including applicable Taxes) as per the “Agreed price” section of this agreement. The invoice shall be issued on acceptance of the Services in accordance with the “Acceptance” section of this agreement. The client shall pay this invoice as follows:
50% on signature, any payments made on signature of a Letter of Intent are deductible from this payment.
50% on completion and delivery of the Formal Assessment Report
Payment is due within 10 business days of the relevant milestones as defined above. The penetration test report shall only be made available to Customer Bank once the first payment has been received.
Payments due under this agreement shall be made in full, and, free from any deduction, right of set off, or counter claims.
Graylion Security Ltd reserves the right to charge interest at 8.0% per annum commencing 20 business days after the date a payment becomes overdue until the outstanding amount is paid in full.
All prices quoted within this agreement are specific to this proposal and are valid for 30 days.
Graylion Security Ltd’s requirement to provide the Services in accordance with the terms herein shall remain valid for a period of 1 (one) year from the date of signature of the agreement in accordance with the “Acceptance” section.
Services unused at the end of this 1 (one) year period will expire and cannot be carried forward beyond this period unless the delivery of the Services are delayed as a result of an act or omission of Graylion Security Ltd. Any payments made by the client to Graylion Security Ltd in relation to any such Services are not reimbursable.
5 Jurisdiction and resolution of disputes
In the event of a dispute arises in connection with this agreement which cannot be resolved at working level, the matter may be referred, by either party to Graylion Security Ltd’s Director of Operations or the client’s Project Director or equivalent. Where these Parties are unable to resolve the matter within 10 (ten) days of the matter being escalated, the matter may be referred, by either Party, to Graylion Security Ltd’s CEO or the client’s Managing Director or equivalent.
In the event that a dispute has not been resolved within 30 (thirty) days of it first arising, then the dispute may be referred to a single arbitrator to be agreed by the Parties.
This agreement shall be governed, construed and interpreted in accordance with the law of Ireland and the Parties hereby agree to the exclusive jurisdiction of the Courts of Ireland.
Graylion Security Ltd’s total liability to the client for loss or damage whether in contract, tort, or otherwise caused by the breach or non-performance of any obligation or duty owed by Graylion Security Ltd to the client or any third party, howsoever arising out of or in connection with this agreement or any act or omission shall be limited to damages and shall not in any event exceed a sum equal to the value of invoices (excluding Taxes) paid by the client to Graylion Security Ltd under this agreement. Graylion Security Ltd shall have no liability for consequential or indirect loss. Customer Bank acknowledge the risks involved in penetration testing and agree that no liability will be attached to Graylion Security EXCEPT IN CASES OF Graylion Security GROSS NEGLIGENCE AND WILFUL DEFAULT in the event of unscheduled downtime during the testing procedure.
7 Cancellation or change
Either Party may terminate the agreement where the other Party is in material breach of its obligations hereunder and where the breach is capable of remedy and fails to remedy the same within 30 (thirty) days of written notice to do so.
Graylion Security Ltd may terminate this agreement in the event that the client fails to pay an invoice in accordance with section Invoicing and payment.
Upon termination of this agreement, the client shall promptly pay Graylion Security Ltd for all work carried out, pursuant to such agreement, up to the effective date of termination together with all sums which are due or outstanding under this agreement.
No alteration, modification, addition or other change to this agreement shall be valid unless made in writing and signed by the duly authorised representatives of both parties.
8 Mutual Non-Disclosure Agreement
Graylion Security Ltd. and The Company have agreed to disclose certain confidential information to each other on the terms set out in this Agreement.
“Confidential Information” is:
all information in any form or medium:
disclosed (whether orally, in writing or in any other form) by the Disclosing Party to the Recipient in relation to the Purpose; and
treated by the Disclosing Party as Confidential;
in the case of Graylion Security Ltd., includes the Graylion Security Ltd. Information; and
all copies, notes and records and all related information generated by the Recipient based on or arising out of any such disclosure;
“Disclosing Party” means the party disclosing Confidential Information;
“Graylion Security Ltd. Information” means:
business plans, business information, financial information, customer information, and information about Graylion Security’s internet and e-commerce strategies (including technical information about its technical infrastructure);
all know-how, documentation, information (in whatever format, whether electronic or not) relating to the works and subject-matter referred to in paragraph (a) and any related or similar works and subject-matter;
“Purpose” means evaluating the security of Customer Bank’s Internet presence and connectivity by means of a penetration test;
“Recipient” means a party receiving Confidential Information;
8.3 Non-disclosure and limited use
A Recipient receiving Confidential Information under this Agreement from the Disclosing Party shall:
keep the Confidential Information confidential;
only use the Confidential Information for the Purpose; and
only disclose the Confidential Information for the Purpose:
to Permitted Disclosees; and
to the extent that each Permitted Disclosee has a need to know.
8.4 Conditions of disclosure:
The Recipient shall:
not copy the Confidential Information or any part of it other than as strictly necessary for the Purpose and must mark any such copy “Confidential [Disclosing Party]”;
safeguard the Confidential Information in the same way as the Recipient safeguards its own confidential information;
implement security practices against any unauthorised copying, use, disclosure (whether that disclosure is oral, in writing or in any other form), access and damage or destruction;
immediately notify the Disclosing Party if the Recipient suspects or becomes aware of any unauthorised copying, use or disclosure in any form; and
comply with any reasonable direction issued regarding a suspected or actual breach.
8.5 Permitted Disclosees:
A “Permitted Disclosee” is an officer or employee of the Recipient (or any other person who the parties agree in writing is a “Permitted Disclosee” for the purposes of this clause) who, before disclosure, has undertaken orally or in writing to comply with clauses 3.3, 3.4, 3.7 and 3.8(b) (an “Undertaking”).
The Recipient shall enforce each Undertaking.
8.7 End of use:
On reasonable request by the Disclosing Party:
the Recipient must promptly return to the Disclosing Party or destroy any copies of Confidential Information;
any right to use, copy and disclose that Confidential Information ceases.
8.8 Scope of obligations:
The Recipient’s obligations under this Agreement:
do not apply to the extent that information is:
independently developed or known by the Recipient;
public knowledge (otherwise than as a result of a breach of this agreement); or
required to be disclosed or retained by law; and
continue indefinitely in relation to Confidential Information, even if material containing that Confidential Information is returned to the Disclosing Party or destroyed.
8.9 Limitation of liability:
The Disclosing Party (including its officers, employees, agents or advisers):
does not make any express or implied representation or warranty as to the accuracy or completeness of the Confidential Information (and excludes all implied terms or warranties to the extent permitted by law); and
except in the case of fraud, or death or personal injury caused by negligence, is not liable for direct or indirect loss or damage arising in any way out of the use of, or termination of the Recipient’s right to use, the Confidential Information.
8.10 Intellectual Property Rights (IPR):
This agreement does not transfer any interest in any intellectual property.
8.11 No waiver:
Failure by either party to enforce a right is not a waiver of that right or any other right.