Terms & Conditions of Service

1. General

1. “You”, “Your” means the person, consortia or organisation receiving the Proposal. If there are multiple recipients, each is fully responsible for the total amount owed.
2. “2-sec”, “our”, “we” or “us” means 2-sec Limited.
3. Proposal Validity: The Proposal is valid for thirty calendar days from the date issued unless extended or re‑confirmed by 2‑sec in writing.
4. Agreement Acceptance: You accept these Terms and Conditions (“Terms”, “Agreement”) by placing an order in writing (including by email or signing the Proposal). Verbal instructions are not accepted. Commencement of services also constitutes acceptance if customer instructs work. Electronic signatures are valid.
5. Separate Contracts: Each order is a separate legal contract. If you owe money on other orders, we may apply payments at our discretion.
6. VAT: Prices exclude VAT unless stated otherwise.
7. Changes to Terms: Any changes to these Terms, Services, or Deliverables must be agreed in writing by a Director of 2-sec (as listed on UK Companies House).
8. Existing Agreements: Where a valid Master Services Agreement exists, its terms apply. In the event of a conflict, the more recent agreement prevails.
9. No Partnership: These Terms do not create a partnership or joint venture between us.
10. Severability: If any part of these Terms is found to be unlawful, the rest will still apply.
11. “Introduced Services” means any third‑party service, solution, or provider that 2‑sec presents to You for the purpose of delivering the Services, including white‑label services or subcontracted specialist capabilities.
12. Governing Law: These Terms are governed by the laws of England and Wales, and any disputes will be handled by the English courts.

2. Services

1. Start Date: Services begin upon acceptance of the Proposal.
2. Quality: 2-sec will deliver the Services with reasonable skill and care.
3. Agreement Term: The “Agreement Term” is as stated in the Proposal. Unused Services expire at the end of the Agreement Term and cannot be carried over. They are still payable and non‑refundable.
4. Scheduling: You are responsible for scheduling Services within the Agreement Term.
5. Cooperation: You must provide timely access, information, and cooperation. Delays on your part may lead to extra charges.
6. Refunds: Services are non-refundable unless 2-sec fails to deliver due to its own fault.
7. Subcontractors: 2‑sec may engage qualified subcontractors and remains responsible for their performance.
8. Scheduling Responsibility: It’s your responsibility to arrange service delivery with 2-sec.
9. Payment: Services start when the Proposal is signed, but full payment may be required before any deliverables are provided.
10. Use of Deliverables: Reports and assessments are for your internal use only. You need written permission to share them externally.
11. Additional Work: Work outside the agreed scope requires a separate Proposal.
12. Export Laws: You agree not to use the Services or Deliverables in violation of export or sanctions laws.
13. Working Hours & Rates:
    1. Services are delivered during UK working hours: Mon–Fri, 09:30–17:00 (excluding public holidays).
    2. Our standard rate is £200 per hour. Work outside these hours is charged at:
       1. 1.5× standard rate with a 4-hour minimum.
       2. 2× standard rate for weekends/public holidays, also with a 4-hour minimum.
    3. You’ll be notified and asked to approve any out-of-hours work.

3. Invoicing and Payments

1. Services are invoiced in advance and payable within thirty days.
2. Third-Party Costs: Third‑party software or hardware must be paid for before delivery.
3. Late Payments: We may charge interest and recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4. Payment Completion: Payment is only complete once we’ve received the full amount.
5. Advance Payment: We may ask for payment upfront if:
   1. The project is high-value or resource-heavy,
   2. There’s a history of late payments.
6. Service Suspension: We may suspend Services for non payment. Fees remain payable during suspension.

4. Renewal

1. The Agreement renews for the same Agreement Term unless either party gives ninety days’ written notice before the end of the current Agreement Term.
2. Each renewal will include an annual fee increase equal to the Consumer Price Index (CPI) as published by the UK Office for National Statistics for the month preceding renewal, plus 4.25 percent, to reflect salary inflation and regulatory updates.
3. Any discounted rates apply only to Year 1 of the Agreement and shall not apply to any renewal Agreement Term.
4. The renewal fee becomes payable automatically on the renewal date, irrespective of whether services are requested, scheduled, or delivered.
5. The renewal fee is a commitment for service availability during the Agreement Term and is not conditional on usage.

5. Non-circumvention

1. You shall not procure any Introduced Service directly or indirectly from any third party other than 2‑sec during the Agreement Term and for twelve months afterwards.
2. This restriction applies only where 2‑sec has introduced, facilitated, or coordinated access to the third‑party service and invested pre‑sales effort or integration activity.
3. If you breach this clause, you shall pay liquidated damages equal to the margin that 2-sec would reasonably have earned on the Introduced Services for the twelve months following the breach. For clarity, margin means the invoiced amount less the directly attributable third-party supplier costs. The parties agree that this is a genuine pre-estimate of loss.
4. This clause does not apply where You can demonstrate that You were already a customer of the third‑party provider before 2‑sec’s introduction.

6. Non-solicitation

1. You shall not, during the Agreement Term and for 12 months afterwards, solicit, employ or engage any 2‑sec employee or subcontractor involved in the Services, other than via general non‑targeted recruitment.
2. You shall not, during the Agreement Term and for 12 months afterwards, cause or allow any third party (including Your partners, affiliates or contacts) to hire or engage any 2‑sec personnel who worked with You.
3. If You introduce or refer them to someone who hires them, it is treated as if You hired them yourself.
4. If any 2‑sec personnel are engaged in breach of these terms, You shall pay liquidated damages as follows:
   1. 40 percent of first‑year total remuneration for consultants, testers and assessors.
   2. 50 percent of first‑year total remuneration for senior consultants, senior testers and senior QSAs.
   3. 60 percent of first‑year total remuneration for practice leads, managers, heads of service or sales/client‑facing staff.
   4. You shall also reimburse 2‑sec’s recruitment and replacement costs, capped at 25 percent of the individual’s annual remuneration.
   5. The parties agree that this is a genuine pre-estimate of loss.

7. Expenses

1. Expenses incurred in delivering the Services will be invoiced to you. Minimum time charges may apply for onsite or offsite work.
2. Travel time may be charged at £200 + VAT per hour to cover staff time, opportunity cost, and logistical overhead.
3. You will arrange and pay for all necessary work visas, taxes, and other entry requirements for on-site work carried out by our representatives outside of the United Kingdom.

8. Postponement or Delays

1. If You postpone or cancel any booked work (including Consulting Days and fixed‑price Services), the following applies:
   1. More than 4 weeks’ notice: No delivery charge
   2. 2 to 4 weeks’ notice: 50 percent of the total fee is payable, plus any non‑recoverable third‑party costs. Any excess prepaid amount is credited for use within the Agreement Term.
   3. Less than 2 weeks’ notice, or at any time after work has started: 100 percent of the total fee is payable. No credit applies.
   4. We may issue an additional invoice, payable immediately, to cover the remaining value of the booked work or any remaining Services under the Agreement Term. No credit applies.

9. Confidential Information and non-disclosures

1. Definition: “Confidential Information” means information that is proprietary or reasonably understood to be confidential.
2. Mutual Confidentiality: Each party will protect the other’s Confidential Information and use it only for the purpose of the Agreement.
3. Protection Measures: Each party must take reasonable steps to prevent unauthorized disclosure. If a breach orsuspected leak occurs, the other party must be notified immediately.
4. Retention Period: Unless otherwise required, Confidential Information will not be retained for more than ninety days after the end of the Services, except audit materials which will be retained for three years.

10. Data Protection

1. 2‑sec acts as a Data Processor under UK GDPR and will process personal data only in accordance with your instructions.

11. Liability

1. We are not liable for indirect, special, or consequential loss.
2. Our total liability is limited to the lower of fifty percent of the fees paid for the relevant Services or the amount recoverable under Our Professional Indemnity insurance, net of any excess.
3. Nothing limits liability for death, personal injury, fraud, or other matters that cannot be limited by law.

12. Intellectual Property

1. Reports and deliverables remain the intellectual property of 2‑sec. You may use them internally but may not distribute them externally without permission.
2. Any and all intellectual property rights owned or licensed to You shall remain Your property and we shall acquire no such interest in the same, including (but not limited to) rights in Your source and object code. 

13. Permissions to Access

1. You confirm that you are the lawful owner or controller of the systems under test and that you have full legal authority to grant 2-sec permission to carry out security testing activities, including activities that may involve attempts to gain unauthorised access for testing purposes.
2. You acknowledge that testing may include controlled exploitation, intrusive techniques and deliberate attempts to bypass security controls, and that all such activities will be conducted strictly within the agreed scope.
3. You grant 2-sec full authorisation to perform the agreed testing activities and will provide all required access, security clearances, credentials, approvals and supporting information.
4. You also acknowledge that testing may affect the confidentiality, integrity and availability of systems, and accept responsibility for backups, test environments, business continuity and recovery procedures.
5. Wherever possible, you will provide a representative test, staging or non-production environment for testing.
6. You are responsible for notifying, coordinating and obtaining all necessary permissions from any third party involved in the systems under test.
7. You accept full responsibility and liability for any delay, denial, cost, claim or issue resulting from any failure to obtain such permissions.
8. You acknowledge that penetration testing cannot guarantee the security of your systems and that all findings represent the state of the environment at a specific point in time.
9. You are solely responsible for defining the full and accurate scope of the systems, applications, networks, environments, user accounts, assets and locations that require testing or assessment. 2-sec will rely entirely on the information you provide when preparing the Proposal, Statement of Work or scheduling resources.
10. For regulated assessments such as PCI DSS, ISO 27001 or Cyber Essentials, you are responsible for determining which assets are in scope for compliance purposes. 2-sec will not act as the final authority on scope and will not accept liability for non-compliance resulting from incomplete or inaccurate scoping.

14. Notices

1. Notices must be sent by recorded delivery or by authorised email to sales@2-sec.com. Notices sent to any other address or individual are not valid. Notices by email are deemed received only when 2‑sec issues written acknowledgement or when an automated delivery receipt is generated.

15. Dispute Resolution

1. If a dispute arises, both parties agree to try resolving it through good faith discussions. If that fails, mediation should be considered before taking legal action.
2. If You breach this Agreement, 2‑sec may suspend or terminate the Services immediately and You shall pay all outstanding fees and any additional costs or losses arising from the breach. The Agreement Term continues during any suspension and all fees remain payable. 2‑sec may also recover its reasonable legal and enforcement costs. No amounts owed to 2‑sec may be withheld or set off for any reason.

16. Force Majeure

1. Neither party is liable for unavoidable delays caused by events beyond reasonable control.

17. Survival