Terms of Service

1. Agreement to Terms

By accessing or using any services provided by Cipher Knights ("Company," "we," "us," or "our"), including but not limited to our website, client portal, cybersecurity services, consultations, and support, you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not use our services.

These Terms constitute a legally binding agreement between you and Cipher Knights. You represent and warrant that you have the legal capacity and authority to enter into this agreement on behalf of yourself or the entity you represent.

2. Definitions

"Services" means all cybersecurity and related services provided by Cipher Knights, including but not limited to SOC monitoring, penetration testing, cloud security, forensic investigation, IT support, security consultation, and training.

"Client Data" means any data, information, or material provided by you to us in connection with the Services.

"Deliverables" means any reports, analyses, documentation, or other work products created by us and delivered to you as part of the Services.

"Confidential Information" means all non-public information disclosed by either party to the other, whether orally or in writing.

"SLA" means Service Level Agreement, which defines the expected level of service and response times.

3. Services

3.1 Service Provision

Cipher Knights agrees to provide the Services as described in the applicable service agreement, statement of work, or booking confirmation. We will perform the Services with reasonable skill, care, and diligence in accordance with industry standards.

3.2 Service Levels

Where applicable, Services are subject to the Service Level Agreement (SLA) specified in your service agreement. Critical incidents receive priority response with our 15-minute SLA guarantee.

3.3 Modifications

We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with reasonable notice to you. We shall not be liable to you or any third party for any modification, suspension, or discontinuation.

3.4 Third-Party Services

Certain Services may integrate with or rely on third-party products or services. We are not responsible for the performance, availability, or security of any third-party services.

4. Client Obligations

You agree to:

• Provide accurate, complete, and current information as required for the provision of Services.
• Cooperate with our personnel and provide reasonable access to systems, facilities, and information necessary for Service delivery.
• Ensure that you have all necessary rights, permissions, and consents for us to access and process Client Data.
• Comply with all applicable laws, regulations, and industry standards in your use of the Services.
• Maintain the confidentiality and security of your account credentials and notify us immediately of any unauthorized access.
• Not use the Services for any unlawful, harmful, fraudulent, or malicious purposes.
• Not attempt to gain unauthorized access to our systems, networks, or other clients' data.

5. Fees and Payment

5.1 Fees

Fees for Services are as specified in your service agreement, statement of work, or booking confirmation. All fees are in GBP (£) unless otherwise stated and are exclusive of applicable taxes.

5.2 Payment Terms

Payment terms are specified in your service agreement. Unless otherwise agreed, invoices are payable within 30 days of the invoice date. We reserve the right to suspend Services if payment is not received when due.

5.3 Late Payment

Late payments may incur interest at the rate of 4% per annum above the Bank of England base rate, calculated daily and compounded monthly.

5.4 Disputed Charges

If you dispute any charge, you must notify us in writing within 14 days of the invoice date. Undisputed amounts remain payable in full.

6. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only for the purpose of performing obligations under these Terms. Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was rightfully known to the receiving party prior to disclosure.
• Is independently developed by the receiving party without use of the disclosing party's Confidential Information.
• Is required to be disclosed by law, regulation, or court order.

This confidentiality obligation survives termination of these Terms for a period of 3 years, or indefinitely for trade secrets.

7. Intellectual Property

7.1 Our IP

Cipher Knights retains all right, title, and interest in and to our pre-existing intellectual property, methodologies, tools, software, and know-how used in providing the Services.

7.2 Deliverables

Upon full payment, we grant you a perpetual, non-exclusive, non-transferable license to use the Deliverables for your internal business purposes. We retain ownership of all underlying methodologies and intellectual property used to create the Deliverables.

7.3 Client Data

You retain all ownership rights in Client Data. You grant us a limited, non-exclusive license to use Client Data solely for the purpose of providing the Services.

8. Data Protection

Both parties agree to comply with all applicable data protection laws, including the UK GDPR and Data Protection Act 2018. Where we process personal data on your behalf, we will:

• Process personal data only in accordance with your documented instructions.
• Implement appropriate technical and organizational measures to protect personal data.
• Assist you in responding to data subject requests and regulatory inquiries.
• Notify you without undue delay of any personal data breach.
• Ensure our personnel are subject to confidentiality obligations.

For more information, please review our Privacy Policy.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
• OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE CLAIM.
• THESE LIMITATIONS DO NOT APPLY TO: (A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) ANY LIABILITY THAT CANNOT BE EXCLUDED BY LAW.

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control.

10. Indemnification

You agree to indemnify, defend, and hold harmless Cipher Knights, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising from:

• Your breach of these Terms.
• Your use of the Services in violation of applicable laws.
• Any claim that Client Data infringes third-party intellectual property rights.

11. Termination

11.1 Termination for Convenience

Either party may terminate the Services upon 30 days' written notice, unless a different termination period is specified in your service agreement.

11.2 Termination for Cause

Either party may terminate immediately if the other party materially breaches these Terms and fails to cure such breach within 14 days of written notice.

11.3 Effect of Termination

Upon termination, you shall pay all outstanding fees. Provisions that by their nature should survive termination shall survive, including confidentiality, intellectual property, limitation of liability, and indemnification.

12. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes by email or through our website. Your continued use of the Services after such notification constitutes acceptance of the updated Terms.

14. Contact Information

If you have any questions about these Terms, please contact us at: