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Terms & Conditions

DEFINITIONS

1.1     In these Conditions:

“GREY HERON IT SOLUTIONS LIMITED and/or trading as GREY HERON INTERNATIONAL”

means such of GREY HERON IT SOLUTIONS LIMITED as submitted the GREY HERON IT SOLUTIONS LIMITED Proposal to the Client;

“GREY HERON IT SOLUTIONS LIMITED Proposal”

means the document prepared by GREY HERON IT SOLUTIONS LIMITED and sent to the Client setting out GREY HERON IT SOLUTIONS LIMITED or GREY HERON INTERNATIONAL proposals for the Services;

“Client”

means the purchaser of the Services from GREY HERON IT SOLUTIONS LIMITED under the Contract;

“Conditions”

 means these conditions for the supply of Services by GREY HERON IT SOLUTIONS LIMITED;

“Contract”

means the contract for the provisions of the Services incorporating the GREY HERON IT SOLUTIONS LIMITED Proposal and these Conditions;

“Normal Working Hours”

means the hours of 9.00 a.m. to 5.00 p.m. Monday to Friday (inclusive);

“Services”

means the work to be carried out by GREY HERON IT SOLUTIONS LIMITED pursuant to the contract as set out in the GREY HERON IT SOLUTIONS LIMITED Proposal or as otherwise agreed between the parties;


2.     GENERAL
 

GREY HERON IT SOLUTIONS LIMITED will provide the Services on the basis of these Conditions and the GREY HERON IT SOLUTIONS LIMITED Proposal unless they are expressly varied by some other written agreement entered into between GREY HERON IT SOLUTIONS LIMITED and the Client.  In the absence of such a written agreement, no conduct by GREY HERON IT SOLUTIONS LIMITED shall be deemed to constitute acceptance of any terms put forward by the Client.

No contract shall exist until GREY HERON IT SOLUTIONS LIMITED acknowledges the Client’s acceptance of the GREY HERON IT SOLUTIONS LIMITED Proposal.


3.     AGENCY 

The Client contracts as principal unless the Client discloses in writing both that he is acting as an agent and the identity of the principal before the despatch by GREY HERON IT SOLUTIONS LIMITED of the GREY HERON IT SOLUTIONS LIMITED Proposal.  The Client shall remain liable under the Contract unless GREY HERON IT SOLUTIONS LIMITED agrees otherwise in writing.  Where such written agreement is obtained, it shall be presumed that the Client is fully authorised to act on behalf of it principal and that the principal shall be contractually liable on the Contract.  The Client will forward any invoices to the principal within 7 days of receipt.


4.     CHARGES AND PAYMENT

The Client shall pay to GREY HERON IT SOLUTIONS LIMITED such sums in respect to the Services as are agreed between the parties, together with such other services as may be agreed between the parties from time to time.

GREY HERON IT SOLUTIONS LIMITED bills are payable in full on the due date for payment stated therein, which in the absence of any date stated shall be deemed to be the date of delivery.  If a bill is not paid within 30 days of the due date for payment, GREY HERON IT SOLUTIONS LIMITED reserves the right to charge interest on outstanding sums at a daily rate of 5% above the base rate of Hong Kong Shanghai Corporation plc (HSBC) from the due date for payment of the bill until the date of final settlement.

In addition, the Client shall pay for any disbursements and other out-of-pocket expenses, which are properly incurred by GREY HERON IT SOLUTIONS LIMITED in the course of providing the Services.  If these sums are likely to be significant, GREY HERON IT SOLUTIONS LIMITED reserves the right to require a sum of money on account before they are incurred, or ask for immediate reimbursement once they have been incurred.

In performing the Services, GREY HERON IT SOLUTIONS LIMITED is entitled to obtain the services of such experts, third parties and associates, as it considers reasonably necessary to perform its responsibilities.  The Client shall pay the fees and other remuneration of such third parties appointed by GREY HERON IT SOLUTIONS LIMITED and the Client shall make payment on request to GREY HERON IT SOLUTIONS LIMITED in anticipation of or on receipt of the relevant invoice in respect of the services provided by such third party.

The Client may not make any deduction or set-off from any amount properly due to GREY HERON IT SOLUTIONS LIMITED.

In the event that GREY HERON IT SOLUTIONS LIMITED cannot complete the work assigned to it for any reason outside its reasonable control, the Client will reimburse GREY HERON IT SOLUTIONS LIMITED for its time costs up to that point incurred, and all reasonable costs and expenses incurred.


5.     SUPPLY OF GOODS

Where any goods are provided by GREY HERON IT SOLUTIONS LIMITED to the Client as part of the Services, such goods shall be charged to the Client at the rate set out in the GREY HERON IT SOLUTIONS LIMITED proposal or otherwise agreed between the parties.

Property in any goods provided under the Contract shall remain in GREY HERON IT SOLUTIONS LIMITED until such time as the whole of the price is paid by the Client in accordance with this Contract.

Until such time as property passes under Condition 5.2 the Client will hold such goods in a fiduciary capacity for and on behalf of GREY HERON IT SOLUTIONS LIMITED until the time when payment is received by GREY HERON IT SOLUTIONS LIMITED in accordance with the Contract.  Until such time the Client will remain liable to account to GREY HERON IT SOLUTIONS LIMITED for the same.

Risk in such goods will notwithstanding Condition 5.2 pass to the Client on delivery by GREY HERON IT SOLUTIONS LIMITED to the Client.

At any time whilst payment is outstanding in respect of any such goods GREY HERON IT SOLUTIONS LIMITED shall be entitled to re-take possession of the same from the Client and the Client undertakes to deliver the same to GREY HERON IT SOLUTIONS LIMITED or its duly authorised agent upon request and GREY HERON IT SOLUTIONS LIMITED or its duly authorised agent shall have the right during Normal Working Hours to enter upon the premises of the Client to take possession of the same.

The Client shall store or otherwise denote such goods in respect of which property remains with GREY HERON IT SOLUTIONS LIMITED in such a way that the same can be recognised as property of GREY HERON IT SOLUTIONS LIMITED.


6.     LIABILITY

If GREY HERON IT SOLUTIONS LIMITED instructs experts, third parties or associates to act on behalf of the Client, it will select each third party carefully, but it will not be responsible for any act or omission of that third party unless it advises the Client that such third party is associated with GREY HERON IT SOLUTIONS LIMITED and that GREY HERON IT SOLUTIONS LIMITED accepts responsibility for its actions.

GREY HERON IT SOLUTIONS LIMITED shall use reasonable skill and care in carrying out the Services.

Notwithstanding Condition 6.2, GREY HERON IT SOLUTIONS LIMITED shall not be liable to the Client for any loss of profits, goodwill or any type of special, indirect or consequential loss however caused (including loss or damage suffered by the Client as a result of an action brought by a third party).

Subject to Condition 6.3, GREY HERON IT SOLUTIONS LIMITED liability to the Client in respect of

Any breach of its contractual obligations arising under the Contract; and

Any representation, statement or tortuous act or omission including negligence arising under or in connection with the contract shall be limited to a sum equal to GREY HERON IT SOLUTIONS LIMITED charges for the Services or that part of the Services so affected provided that where the Client show the same to have resulted from the negligence of GREY HERON IT SOLUTIONS LIMITED, GREY HERON IT SOLUTIONS LIMITED liability for death or personal injury shall be unlimited.

Neither party shall be responsible for any loss arising due to any failure to fulfil its responsibilities hereunder if such loss or failure is caused directly or indirectly by any circumstance beyond its reasonable control including, without limitation, strikes, lock-outs, labour disputes of any kind, war, hostilities, civil commotion, terrorist activities, acts of government or other competent authorities, riots, storm, fire and failure of computer services.


7. CLAIMS

Notice of all claims by the Client in respect of any matter for which GREY HERON IT SOLUTIONS LIMITED may be held liable under condition 6 shall be given in writing to GREY HERON IT SOLUTIONS LIMITED within 7 days after discovery of the loss, damage or injury and in default of such notice within such period GREY HERON IT SOLUTIONS LIMITED shall not be held responsible for such claim.


8. INDEMNITY

The Clint hereby undertakes fully and effectually to indemnify and to keep indemnified and in the case of legal fees to reimburse on an indemnity basis GREY HERON IT SOLUTIONS LIMITED from and against all costs, expenses, damages and losses in connection with any third party claims or proceedings whatsoever (including claims or proceedings settled by GREY HERON IT SOLUTIONS LIMITED in its discretion) which arise in connection with the provision of the Services provided by GREY HERON IT SOLUTIONS LIMITED.


9. TERMINATION

Both parties shall have the right at any time by giving notice to the other in writing to terminate this Contract forthwith if;

The party receiving the notice has committed a material breach of the Contract and has not remedied such breach within 7 days after service of a notice require the same to remedied; or

The other party goes into liquidation (except a voluntary liquidation for the purpose of reconstruction or amalgamation) or becomes bankrupt or enters into a scheme of arrangement for the benefit of its creditors or has a receiver appointed over all or any part of its assets or takes or suffers any similar action or has a petition for an administration order presented in relation to it.

Termination of the Contract shall be without prejudice to any claims or rights which either party may have by reason of any breach by the other party or its obligations under these Conditions.


10. CONFIDENTIALITY

Neither party shall, either during the period of the Contract or at any subsequent time, disclose to any other person any confidential information disclosed to it by the other party (and in the case of disclosure by GREY HERON IT SOLUTIONS LIMITED, such information shall include, without limitation, the details of the GREY HERON IT SOLUTIONS LIMITED Proposal and any other information relating to the methodology of GREY HERON IT SOLUTIONS LIMITED), and shall use its best endeavours to keep the same confidential, except as provided by Conditions 10.2 or 10.3.

Any of the information referred to in Condition 10.1 may be disclosed to:

Any contractor of or supplier to the party in question;

Any governmental or other authority or regulatory body; or

Any directors or employees of the party in question;

To such extend only as is necessary for the purposes contemplated by the Contract or as required by law.

Any of the information referred to in Condition 10.1 may be used by the party in question for any purpose, or disclosed by that party to any other person, to the extend that any part of it is or becomes public knowledge through no fault of the party in question providing that in so doing, that party does not disclose any part of the information which is not public knowledge.


11. DATA PROTECTION

Both parties shall ensure that they comply with all their obligations under the Data Protection Act 1998 and any successor legislation on data protection.


12. NOTICES

Any notice or instruction required or permitted to be given hereunder shall be given in writing and may be given by delivering or posting it (by first class post) or by sending it by fax to the registered office of the addressee.  Any notice given by post will be deemed given 48 hours after posting and any notice given by fax will be deemed given upon transmission.  It shall be sufficient to prove that the letter was correctly addressed and was posted, or where it was delivered otherwise than by post that it was delivered to the correct address, or where it was sent by fax that it was transmitted to the correct fax number.


13. GOVERNING LAW AND JURISDICTION

The Contract and the Services to be provided pursuant to the Contract shall be governed by and construed in accordance with English Law.  The Courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claims which may arise out of or in connection with such document or the services.


14. SEVERABILITY

If any provision of this Contract is held by any competent authority to be invalid or unenforceable, in whole or in part, the validity of the other provisions of this Contract and the remainder of the provision in question shall not be affected.


15. NO WAIVER

The failure of either party to exercise any rights under this Contract shall not be deemed to be a waiver of that right.


16. ENTIRE AGREEMENT

Unless expressly agreed otherwise in writing between the parties, this Contract represents the complete and entire understanding between the parties regarding the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral, regarding the subject matter PROVIDED THAT this shall not exclude any liability which either party would otherwise have to the other in respect of any statements made fraudulently prior to the date of the Contract.  The Contract may not be modified except by an agreement in writing signed by the duly authorised representatives of the parties.


17. HEADINGS

The heading in these Conditions shall not affect the meaning or interpretation of the Contract.