Terms and Conditions

 

 

 

 

 

 

 

 

 

 

Read out terms and conditions

 

 

 

 

Application and entire agreement:

  1. These Terms and Conditions apply to the provision of the services detailed in our website and quotation(s) by Kindyana Cyber Security Ltd. a company registered in England and Wales under number 14165204 whose registered office is at OFFICE 4, 219, KENSINGTON HIGH STREET, KENSINGTON, LONDON, W8 6BD we the service provider to the person buying these services the customer.
  2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of our services thereof (whichever happens earlier) and these Terms and Conditions and our quotation (AKA the contract in question) 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.

Interpretation:

  • A “business day” hereby means and is defined as any day other than a Saturday, Sunday, or bank holiday in the jurisdiction of England and Wales.
  • The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
  • Words imparting the singular number shall include the plural and visa-versa

Services:

  • We warrant that we will use reasonable and respectful care and skill in our performance and conduct 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 are hereby inclined to notify you if this is necessary.
  • We will use our reasonable endeavours to complete the performance of the Services within the time agreed upon or as set out in the quotation; however, time shall not be of the essence in the performance of Kindyana Cyber Security Ltd.’s obligations.
  • All of these Terms and Conditions apply to the supply of any goods and Services unless Kindyana Cyber Security Ltd. specifies otherwise.

Your Obligations:

  1. You must obtain any permission(s), consent(s), licence(s) or otherwise that Kindyana Cyber Security Ltd. need and must give use with access to any and all relevant information, materials, properties and any other matters which we require to provide the Services specified.
  2. If you do not comply with T&C clause(10), Kindyana Cyber Security Ltd. reserve the right to terminate any and all services provided to the client.
  3. We are not liable for any delay or failure to provide Services if this is cause by client failure to comply with the provisions laid out within this section.

Fees and Deposit:

  1. The fees for the Services are set out in the quotation are on a time and materials basis.
  2. In addition to the fees, we can recover from a client
    1. Reasonable incidental expenses, including but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, should Services require such facet(s).
    2. The cost of services provided by third party providers and required by us for the performance of the Services.
    3. The cost of any materials required for the provision of the Services provided.
  3. You must pay us for any additional service(s) provided by us that are not specified in the quotation in accordance with our then current, applicable rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of Kindyana Cyber Security Ltd. clause(14) also apply to said additional services.
  4. The fees are inclusive of any applicable VAT and other taxes or levies which are imposed or charged by a competent authority.
  5. You must pay a Deposit as detailed in the quotation at the time of accepting the quotation.
  6. If you do not pay the Deposit to us according to the above clause, we reserve the right to withhold any and all provision of Services until the Deposit is received or can terminate under the clause below (Termination of Services).
  7. The Deposit is non-refundable unless Kindyana Cyber Security Ltd. fails to provide the Services and are at fault for such failure (where the failure is not a fault of Kindyana Cyber Security Ltd., no refund shall be made).

Cancellation and Amendment:

  • Kindyana Cyber Security Ltd. can withdraw, cancel or amend a quotation if it has not been accepted by the client, or if the Services have not started, within a period of 21 days from the date of the quotation, (unless the quotation has been withdrawn).
  • Either Kindyana Cyber Security Ltd. or the client can cancel an order for any reason prior to your acceptance (or rejection) of the quotation specified within the appropriate terms.
  • If you want to amend any details of the Services provided you must tell us in writing as soon as possible. Kindyana Cyber Security Ltd. will make reasonable provisions and endeavour to make any required changes and additional costs will be included in the fees invoiced to the client.
  • If, due to circumstances beyond Kindyana Cyber Security Ltd.’s control, including those set out in the below clause (Circumstances Beyond a Party’s Control), Kindyana Cyber Security Ltd. 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.

Payment:

  • We will invoice you for payment of the fees either:
    • When we have completed the Services; or
    • On the invoice dates set out in the quotation.
  • You must pay the fees due within 30 (thirty) days of the date of Kindyana Cyber Security Ltd.’s invoice or otherwise in accordance with any credit terms agreed between us (the client and Kindyana Cyber Security Ltd.).
  • Time for payment shall be of the essence of the Contract agreed.
  • Without limiting any other right or remedy we have for a statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 8% ± 2% per annum in accordance to the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
  • 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 the client nor Kindyana Cyber Security Ltd. can assert any credit, set-off, or counterclaim against either party in order to justify withholding payment of any such amount in whole or in part.
  • If you the client do not pay within the period set out above, Kindyana Cyber Security Ltd. reserves the right to suspend any further provision(s) of the Services and cancel any future services which have been order by, or otherwise arranged by the client.
  • Payment receipts will be issued by Kindyana Cyber Security Ltd. only at the client’s request.
  • All payments must be made in British Pound Sterling (GBP) unless otherwise agreed in writing between Kindyana Cyber Security Ltd. and the client.

Termination:

  • We reserve the right to terminate the provision of Services with immediate effect if you:
    • Commit a material breach of your obligations under these Terms and Conditions; or
    • Fail to make pay for any amount due under the Contract on the due date for payment; or
    • Are about to or become, in Kindyana Cyber Security Ltd.’s reasonable opinion, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of the insolvent debtor; or
    • Enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made whole or partly with its creditor(s); or
    • Convene any meeting of your creditor(s), enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings as 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, Schedule B1, Insolvency Act 1986), a resolution is passed or petition presented to any court for your enturbulation or for the granting of an administrative order in respect of the client, or any proceedings are commenced relation to the client’s insolvency or possible insolvency.

Intellectual Property (IP):

  • We hereby reserve the right to all copyright and other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services supplied by Kindyana Cyber Security Ltd. thereof. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and Indemnity:

  • Kindyana Cyber Security Ltd.’s 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 within this section.
  • The total amount of our liability is limited to the total amount of fees payable by the Client under the Contract.
  • We are not liable (whether caused by our freelancer employees, other active agents or otherwise) in connection with the provision of Services or the performance of any of our other obligations under these Terms and Conditions or the quotations for:
    • Any and all indirect, special or consequential loss, damage, costs or expenses or;
    • 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
    • Any failure to perform any of Kindyana Cyber Security Ltd.’s obligations if such delay or failure is due to any cause beyond reasonable control or otherwise reasonable circumstantial control; or
    • Any losses caused both directly or indirectly by any failure or your breach in relation to your obligations; or
    • 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.
  • You must indemnify Kindyana Cyber Security Ltd. against any and all:
    • Damages
    • Costs
    • Claims
    • Expenses

Suffered by Kindyana Cyber Security Ltd. arising from any loss or damage to any equipment (including that belonging to third parties) caused by a client or a client’s agents or a client’s employees.

  • Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by Kindyana Cyber Security Ltd.’s negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Data Protection:

  • When supplying the Services to the Client, the Service provider (Kindyana Cyber Security Ltd.) may gain access to and/or acquire the ability to transfer, store, or process personal data of employees of the Client.
  • The parties agree that, where such processing of personal data takes place, the Client shall be the ‘data controller’, and the Service provider (Kindyana Cyber Security Ltd.) shall be the ‘data processor’ as defined in the UK General Data Protection Regulation (UKGDPR, 2021) as may be amended, extended and/or re-enacted from time to time.
  • For the avoidance of doubt, ‘Personal data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’, and ‘Data subject’ shall have the same meaning as in the UKGDPR.
  • The Service provider (Kindyana Cyber Security Ltd.) shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these Terms and Conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purpose(s).
  • The Service provider (Kindyana Cyber Security Ltd.) shall implement and maintain technical and organisation security measures, as are required to protect Personal Data Processed by the Service provider (Kindyana Cyber Security Ltd.) on behalf of the Client.
  • Further information about the Service Provider’s (Kindyana Cyber Security Ltd.) approach to data protection are specified in its Data Protection Policy, which be found at (PENDING PAGE ON DOCUMENTS FOR WEBSITE). For any enquiries or complaints regarding data privacy, a client may email: [email protected].

Circumstances Beyond a Party’s Control:

  • Neither the client nor the provider (Kindyana Cyber Security Ltd.) is liable for any failure or delay in performing our obligations where such failure or delay results any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to:
    • Industrial action, such as strike
    • Civil unrest
    • Fire
    • Flood
    • Storms
    • Earthquakes
    • Acts of terrorism
    • Acts of war
    • Governmental action
    • Unprecedented weather effects that pose a danger to life
    • Nuclear conflict
    • The end of the world/Armageddon

Or any other event that is truly and irreparably beyond the control of Kindyana Cyber Security Ltd. thereof. If the delay continues for a period of 90 days, either Kindyana Cyber Security Ltd. or the client may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications:

  • 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 said party).
  • Notices shall be deemed to have been duly given if:
    • When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    • When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
    • On the fifth business day following mailing. If mailed by ordinary national mail or;
    • On the tenth business day following mailing, if mailed by air-based mail transportation.
  • All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the reciprocal party.

No Waiver:

  • 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 stiop further exercise of any other right, or remedy.

Severance:

  • If one or more of these Terms an Conditions is found to be unlawful, invalid or otherwise unenforceable within its jurisdiction(s), that/those provision(s) will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and Jurisdiction:

  • This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

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