Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website and services provided by Hyperonex Ltd ("Hyperonex", "we", "us", or "our"). By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use our website or services.

1. Definitions

In these Terms, the following definitions apply:

• "Client" means any individual or organisation that engages Hyperonex for consultancy or training services
• "Confidential Information" means any proprietary, sensitive, or confidential information disclosed by either party
• "Deliverables" means any reports, documentation, training materials, or other outputs produced by Hyperonex under a Service Agreement
• "Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, and other proprietary rights
• "Services" means cyber security consultancy, awareness training, and related professional services
• "Service Agreement" means a written or electronic agreement specifying the scope, timeline, and fees for Services
• "User" means any person accessing our website, whether a Client or visitor

2. Website Use

2.1 Licence to Use

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use our website for legitimate business purposes. This licence does not include:

• Modifying, copying, or creating derivative works from our website content
• Using any automated systems (robots, spiders, scrapers) to access our website
• Attempting to gain unauthorised access to our systems or networks
• Using our website for any unlawful purpose or in violation of applicable laws
• Interfering with or disrupting the integrity or performance of our website

2.2 Account Security

Where we provide account access (e.g., for training platforms), you are responsible for maintaining the confidentiality of your login credentials. You must notify us immediately of any unauthorised use of your account or any other security breach.

2.3 Content Accuracy

While we strive to ensure information on our website is accurate and up-to-date, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability of the website or the information contained on it.

3. Services

3.1 Engagement

Provision of Services is governed by these Terms and any applicable Service Agreement. In the event of conflict, the Service Agreement takes precedence. Services are provided on a best endeavours basis using reasonable skill and care.

3.2 Scope of Work

The specific scope, deliverables, timelines, and fees for Services will be detailed in a Service Agreement or Statement of Work. Any changes to the scope require written agreement and may result in adjusted fees and timelines.

3.3 Client Obligations

You agree to:

• Provide accurate, complete, and timely information necessary for us to perform the Services
• Grant reasonable access to personnel, systems, and premises as required
• Designate a primary point of contact with authority to make decisions
• Review and provide feedback on Deliverables within agreed timeframes
• Ensure your personnel attend scheduled training sessions or provide adequate notice of cancellation
• Comply with all applicable laws and regulations in your use of our Services

3.4 Subcontracting

We may engage qualified subcontractors or associate consultants to assist in delivering Services, provided they are bound by equivalent confidentiality and security obligations. We remain fully responsible for the quality of work performed by subcontractors.

4. Fees and Payment

4.1 Fees

Fees for Services are as specified in the Service Agreement. Unless otherwise stated:

• All fees are quoted in GBP (£) and exclude VAT
• Expenses (travel, accommodation, materials) are charged at cost with prior approval
• Training fees are per delegate unless group rates are specified

4.2 Invoicing and Payment Terms

We invoice as specified in the Service Agreement, typically:

• Consultancy projects: 50% deposit on engagement, 50% on completion or monthly in arrears
• Training programmes: 100% payment 14 days before scheduled delivery
• Ongoing services: Monthly in arrears based on time and materials

Payment is due within 30 days of invoice date. Late payments may incur interest at 8% above Bank of England base rate per annum, plus reasonable recovery costs.

4.3 Cancellation and Rescheduling

For training services:

• Cancellation more than 14 days before: Full refund or credit
• Cancellation 7-14 days before: 50% refund or full credit
• Cancellation less than 7 days before: No refund (100% charge applies)
• Rescheduling requests are subject to availability and may incur administrative fees

5. Confidentiality and Data Protection

5.1 Confidentiality Obligations

Both parties agree to:

• Keep all Confidential Information strictly confidential
• Use Confidential Information solely for the purpose of performing obligations under these Terms
• Disclose Confidential Information only to employees, contractors, or advisers with a need to know, bound by equivalent obligations
• Return or destroy all Confidential Information upon termination or request

This obligation does not apply to information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed; or (d) is required to be disclosed by law.

5.2 Data Protection

We process personal data in accordance with our Privacy Policy and applicable data protection laws (UK GDPR, Data Protection Act 2018). Where we process personal data on your behalf as a data processor, we will enter into appropriate data processing terms.

5.3 Security Assessments

Where Services involve security testing or assessments:

• You warrant that you have authority to authorise testing on all target systems
• We will conduct testing in accordance with agreed rules of engagement
• Any vulnerabilities discovered will be reported confidentially and responsibly
• You agree not to hold us liable for temporary system disruption caused by authorised testing

6. Intellectual Property

6.1 Our Intellectual Property

All Intellectual Property Rights in our website, methodologies, tools, training materials, and pre-existing works remain our exclusive property. Nothing in these Terms transfers any ownership rights to you.

6.2 Deliverables Licence

Upon full payment, we grant you a non-exclusive, perpetual, non-transferable licence to use Deliverables for your internal business purposes only. You may not:

• Reproduce, distribute, or publicly display Deliverables without our written consent
• Create derivative works from Deliverables
• Remove copyright notices or proprietary markings
• Use Deliverables to provide competing services to third parties

6.3 Feedback

Any feedback, suggestions, or ideas you provide regarding our Services may be used by us without restriction or compensation to you.

7. Limitation of Liability

7.1 Exclusion of Liability

To the maximum extent permitted by law, we exclude all liability for:

• Indirect, consequential, special, or punitive damages
• Loss of profits, revenue, business, or anticipated savings
• Loss of or damage to data, software, or systems
• Reputational damage or loss of goodwill
• Any matter beyond our reasonable control

7.2 Cap on Liability

Our total aggregate liability arising out of or relating to these Terms or Services, whether in contract, tort (including negligence), or otherwise, shall not exceed:

• For consultancy services: the total fees paid or payable under the relevant Service Agreement
• For training services: the fees paid for the specific training programme
• For website use: £100

7.3 Exceptions

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Breach of confidentiality obligations
• Any other liability that cannot be excluded by applicable law

7.4 Cyber Security Limitations

You acknowledge that:

• No security system is impenetrable; our recommendations reduce but cannot eliminate risk
• Security is an ongoing process requiring your continued investment and attention
• We are not liable for security incidents occurring after our engagement concludes
• Implementation of our recommendations is your responsibility unless explicitly agreed otherwise

8. Indemnification

You agree to indemnify, defend, and hold harmless Hyperonex and our officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your breach of these Terms
• Your misuse of our website or Services
• Your violation of any third-party rights
• Any damage caused by your personnel or systems during our engagement
• Any unauthorised use of Deliverables

9. Term and Termination

9.1 Term

These Terms apply from your first use of our website and continue for the duration of any Service Agreement.

9.2 Termination for Convenience

Either party may terminate a Service Agreement with 30 days' written notice. You remain liable for all fees incurred up to termination and any non-cancellable commitments we have made.

9.3 Termination for Cause

Either party may terminate immediately if the other:

• Commits a material breach and fails to remedy within 14 days of notice
• Becomes insolvent, enters administration, or ceases business
• Violates confidentiality or data protection obligations

9.4 Effects of Termination

Upon termination:

• All licences granted to you terminate immediately
• You must return or destroy all Confidential Information and Deliverables
• We will invoice for all outstanding fees and expenses
• Sections 5 (Confidentiality), 6 (Intellectual Property), 7 (Limitation of Liability), 8 (Indemnification), and 10 (Governing Law) survive termination

10. Governing Law and Disputes

10.1 Governing Law

These Terms and any dispute arising from them are governed by and construed in accordance with the laws of England and Wales.

10.2 Jurisdiction

The courts of England and Wales have exclusive jurisdiction to settle any dispute arising from these Terms, except where you are a consumer resident in another part of the UK, in which case your local courts may have jurisdiction.

10.3 Dispute Resolution

Before commencing legal proceedings, both parties agree to:

1. Notify the other party in writing of the dispute with reasonable detail
2. Attempt in good faith to resolve the dispute through negotiation
3. If negotiation fails, consider mediation through the Centre for Effective Dispute Resolution (CEDR)

Nothing prevents either party from seeking urgent injunctive relief to protect Confidential Information or Intellectual Property Rights.

11. General Provisions

11.1 Entire Agreement

These Terms, together with any Service Agreement and Privacy Policy, constitute the entire agreement between us regarding the subject matter and supersede all prior agreements, understandings, and representations.

11.2 Amendments

We may update these Terms from time to time. Changes take effect when posted on our website with an updated date. Continued use of our website or Services constitutes acceptance of revised Terms.

11.3 Waiver

No failure or delay by either party to exercise any right or remedy shall constitute a waiver of that or any other right or remedy.

11.4 Severability

If any provision of these Terms is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid, or if not possible, severed, without affecting the validity of remaining provisions.

11.5 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to a successor in connection with a merger, acquisition, or sale of assets.

11.6 Third-Party Rights

These Terms do not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999, except that our affiliates and subcontractors may enforce relevant provisions.

11.7 Force Majeure

Neither party is liable for failure to perform obligations caused by events beyond reasonable control, including: acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, pandemics, or shortages of transportation, facilities, fuel, energy, labour, or materials.

12. Contact Information

For questions about these Terms or to report violations: