Terms & Conditions

1. APPLICATION OF THESE TERMS

These Terms and Conditions of Sale ("Terms") apply to every quotation, Order Form, Statement of Work and invoice issued by Cybergen Security Ltd ("Cybergen", "we", "us") for the supply of hardware, software licences, and professional or managed services (together, "Products and Services") to a customer ("Customer", "you").

These Terms take precedence over any terms put forward by the Customer, whether in a purchase order or otherwise, unless Cybergen agrees otherwise in writing.

No variation to these Terms is effective unless agreed in writing and signed by an authorised representative of Cybergen.

2. DEFINITIONS

• "Contract" means the agreement between Cybergen and the Customer for the supply of Products and Services, comprising the relevant Order Form, these Terms, and (where applicable) a separate Master Services Agreement.

• "Order Form" means a quotation, proposal or Statement of Work accepted by the Customer, describing the Products and Services, price and delivery basis.

• "Products" means hardware and software licences supplied by Cybergen, whether manufactured by Cybergen or sourced from a third-party vendor.

• "Services" means professional services (including implementation, assessment and consultancy engagements) and managed/support services supplied by Cybergen.

• "Invoice Date" and "Due Date" mean the date shown on Cybergen's invoice, and 30 calendar days after that date respectively, unless a different period is agreed in writing.

3. TIME FOR DELIVERY AND PERFORMANCE

1. Any delivery or completion date given by Cybergen is an estimate only. Cybergen will use reasonable efforts to meet estimated dates but is not liable for reasonable delay, and time is not of the essence unless expressly agreed in writing for a specific engagement.

2. Where the Customer requests a change to the agreed specification or scope, Cybergen may adjust the price and any estimated timeline accordingly, and will confirm the revised terms in writing before proceeding.

4. PRICES

3. Unless stated otherwise on the Order Form, prices for hardware are quoted delivered to the Customer's specified UK site; prices for Services are as set out on the Order Form or Statement of Work.

4. Prices are exclusive of VAT and any other applicable tax, and exclusive of delivery, insurance, and any packaging or handling charges, which will be shown separately where they apply.

5. Cybergen may adjust a quoted price before the Contract is formed to reflect a change in specification requested by the Customer, a change in cost from Cybergen's own suppliers or licensors, currency fluctuation, or other circumstances outside Cybergen's reasonable control, and will notify the Customer of any such change before the Order Form is accepted.

5. DELIVERY

6. Unless otherwise agreed, hardware is delivered to the Customer's nominated site and risk passes to the Customer on delivery. Software and services are provisioned or performed as set out in the relevant Order Form.

7. Where the Customer delays collection, delivery, or the provision of information or access needed for Cybergen to proceed, Cybergen may treat the Products as delivered for invoicing purposes and may recharge reasonable storage or standby costs incurred as a result.

6. INSPECTION ON DELIVERY

The Customer must inspect Products promptly on delivery and notify Cybergen in writing within 7 calendar days of any damage, shortage, or discrepancy from the Order Form.

Claims notified after this period may not be accepted, except where the defect could not reasonably have been discovered on inspection, in which case the warranty provisions in Section 9 apply instead.

7. RETENTION OF TITLE

8. Title to any hardware supplied by Cybergen does not pass to the Customer until Cybergen has received payment in full (in cleared funds) for that hardware and all other amounts then owed by the Customer to Cybergen under any Contract.

9. Until title passes, the Customer holds the hardware as bailee for Cybergen, must keep it in good condition, insured for its full value, identifiable as Cybergen's property, and separately stored where reasonably practicable. The Customer may sell or use the hardware in the ordinary course of its business before title passes, but must account to Cybergen for the proceeds of any such sale up to the amount owed.

10. Cybergen may recover any hardware to which it retains title if the Customer becomes insolvent, or fails to pay any invoice by its Due Date, and the Customer grants Cybergen an irrevocable licence to enter its premises for that purpose on reasonable notice.

11. This Section does not apply to software licences, which are supplied under licence terms as set out in Section 9, or to Services, which cannot be repossessed.

8. Payment Terms

Cybergen operates a single, standard payment period across all Products and Services:

Product / Services	Invoiced	Payment Terms
Hardware and software licences	on dispatch / provisioning	Net 30
Professional services (pojects, assessments, implementations)	on signature / per milestone	Net 30
Remote managed services and support	Monthly / annually in advance	Net 30
on-site services and engineering days	On booking / on completion	Net 30

12. Payment is due in full within 30 calendar days of the Invoice Date, without deduction, set-off or counterclaim, unless otherwise agreed in writing.

13. Invoices are issued electronically and are treated as delivered on the next business day after sending. Any dispute about an invoice must be raised in writing within 7 calendar days of the Invoice Date; an invoice not disputed within that period is treated as accepted, without prejudice to the Customer's right to raise a billing error later in good faith.

14. If any invoice is not paid by its Due Date, Cybergen may:

• Charge interest on the overdue amount at the Bank of England base rate plus 8% per annum (calculated daily) and fixed compensation, in each case under the Late Payment of Commercial Debts (Interest) Act 1998;

• Suspend further deliveries, services or support until payment is received; and/or

• Treat the full balance of all sums due under any Contract with the Customer as immediately due and payable.

15. New customers, or customers without an established payment history with Cybergen, may be required to pay a deposit or the first invoice in advance before Net 30 terms are extended.

9. WARRANTIES

16. Hardware and third-party software supplied by Cybergen carry the original manufacturer's or licensor's warranty only. Cybergen passes through the benefit of that warranty to the Customer to the extent it is able to do so, but gives no further warranty of its own as to the hardware or software's fitness, performance or freedom from defects.

17. If hardware supplied by Cybergen is found to be defective within the manufacturer's warranty period, the Customer must notify Cybergen in writing within 14 days of discovering the defect. Cybergen will arrange repair or replacement under the manufacturer's warranty. The Customer is responsible for de-installation and transport to the location Cybergen specifies, and Cybergen is responsible for return carriage and reinstallation costs, save that if the item is found not to be defective the Customer will reimburse Cybergen's reasonable investigation and carriage costs.

18. For professional services, Cybergen warrants that the Services will be performed with reasonable care and skill. If the Customer identifies a defect in the Services within 30 days of completion and notifies Cybergen in writing, Cybergen will re-perform the affected element of the Services at no additional charge. This is the Customer's sole remedy for a defect in the Services covered by this warranty.

19. Except as set out in this Section, all other warranties, conditions and representations, whether express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

10. SERVICE PERFORMANCE DATA

Any response times, resolution targets, throughput figures or similar performance data provided by Cybergen (outside a specific Service Level Agreement forming part of an Order Form) are estimates based on reasonable assumptions about the Customer's environment, and do not form part of the Contract unless expressly stated to do so.

Where a Service Level Agreement is agreed for a specific engagement, that document's own remedies (and not this Section) govern any shortfall in performance.

11. SPECIFICATION, DOCUMENTATION AND CONFIDENTIALITY

20. Cybergen or its suppliers may update the specification of a Product or Service at any time before delivery where the change is not materially adverse to its performance or quality and will notify the Customer of any material change.

21. Technical documentation, configuration guides and similar materials provided by Cybergen remain Cybergen's (or its suppliers') property and are provided for the Customer's own internal use only. They must not be copied or shared with a third party without Cybergen's prior written consent.

12. FORCE MAJEURE

Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including supplier or subcontractor failure, industrial action, war, act of God, or shortage of materials or labour.

If such circumstances continue for more than [60] days, either party may cancel the affected Order Form on written notice, and the Customer will pay for any Products delivered and Services performed up to that point.

13. CANCELLATION BY THE CUSTOMER

Where the Customer cancels an accepted Order Form other than as permitted elsewhere in these Terms, the Customer will reimburse Cybergen for all costs reasonably and unavoidably incurred up to the point of cancellation, including any non-cancellable third-party licence or hardware costs already committed on the Customer's behalf, and any anticipated profit on Services already scheduled that Cybergen is unable to reallocate.

14. EXCLUSIONS AND LIMITATION OF LIABILITY

22. Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

23. Subject to clause 14.1, Cybergen is not liable to the Customer for any indirect or consequential loss, or for loss of profit, revenue, savings, goodwill, or data, in each case arising out of or in connection with the Contract, whether in contract, tort (including negligence) or otherwise.

24. Subject to clause 14.1, Cybergen's total liability to the Customer under or in connection with a Contract, whether in contract, tort or otherwise, is limited to the total amount paid by the Customer to Cybergen under that Contract in the 12 months before the event giving rise to the claim.

25. These Terms apply to Customers acting in the course of a business. Nothing in this Section affects the statutory rights of a Customer dealing as a consumer, where applicable.

15. DATA PROTECTION

Each party will comply with its own obligations under the UK GDPR and the Data Protection Act 2018 in respect of any personal data exchanged in connection with the Contract, for example, contact details of each party's representatives.

Where Cybergen processes personal data on the Customer's behalf as part of a managed or security service, for example, log, endpoint or monitoring data, that processing is governed by a separate Data Processing Agreement, which forms part of the Contract for that Service.

16. CUSTOMER RESPONSIBILITIES

• Provide Cybergen with timely, accurate information and any site or system access reasonably required to deliver the Products and Services.

• Maintain the environment in which any hardware or software operates in accordance with the manufacturer's operating specification.

• Insure, and take reasonable care of, any hardware to which Cybergen retains title under Section 7 for so long as that title is retained.

17. PROFESSIONAL SERVICES ENGAGEMENTS

26. Pre-purchased professional services days or credits are valid for 12 months from the date of the Order Form and expire, unused, at the end of that period unless the parties agree in writing to extend it.

27. Reasonable travel, accommodation and subsistence expenses for on-site engagements are recharged to the Customer at cost, unless the Order Form states an inclusive or fixed-price basis.

28. If the Customer postpones or cancels a scheduled on-site or remote engagement, Cybergen may charge:

• 50% of the affected fees where notice is given 10 business days before the scheduled date; and

• 100% of the affected fees where notice is given less than 5 business days before the scheduled date,

to cover engineer time already committed.

18. GENERAL AND GOVERNING LAW

• Cybergen may update these Terms from time to time; the version in force at the date of an Order Form applies to that Order Form.

• If any provision of these Terms is found unenforceable, the remaining provisions continue in full force and effect.

• These Terms, and any Contract formed under them, are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute, excluding the United Nations Convention on Contracts for the International Sale of Goods.

19. ACCEPTANCE

By accepting an Order Form, submitting a purchase order, or countersigning below, the Customer confirms it has read, understood and agrees to be bound by these Terms.