Terms of Use

These Standard Terms and Conditions (“T&C”) along with any Statements of Work (“SOW“), the Company’s Privacy Policy and any applicable Service Level Agreement, constitute a binding contract between the Customer and the Company identified in the SOW (the “Agreement”), governing the delivery of the Services and/or Deliverables to the Customer. For the avoidance of any doubt, reference to these T&Cs shall include the Appendices attached hereto, and reference to a SOW shall also mean a Commercial Agreement, depending on the Services to be provided by the Company, and provided that such document makes explicit reference to these T&Cs. By executing a SOW, the Customer accepts these T&Cs and agrees to be bound by the Agreement. Company and Customer hereby agree as follows:

 

1. SERVICES
   • Engagement of Services. Company agrees to provide certain services to the Customer as described in a SOW (the “Services”) during the Term and for the Fees stated in the same SOW. The Parties may enter into one or more SOWs each constituting an integral part of this Agreement and which incorporate the terms contained herein.
   • Order of Precedence. In the event of a conflict between a SOW and these T&C, the SOW will prevail only to the extent of such conflict. A purchase order (“PO”), where applicable, prevails only if it provides that it takes precedence over these T&C or a SOW.

 

2. TERM AND TERMINATION

• Term. This Agreement commences on the date set forth in the SOW (“Services Start Date”) and is valid for the duration stated in the same SOW (“Term”).
• Termination. Either Party may terminate this Agreement and/or a SOW effective immediately, upon written notice to the other Party, if the other Party materially defaults in any of its obligations under this Agreement or a SOW and, provided that the default is rectifiable, it is not substantially rectified within thirty (30) days from notice of such default. Where the Customer’s default relates to payment of the Fees, the rectification period shall be ten (10) days from Company’s written notice. Furthermore, either Party may terminate this Agreement and/or a SOW forthwith on written notice, if the other party is the subject of any proceedings in insolvency, bankruptcy, receivership, liquidation or assignment for the benefit of creditors, ceases to function as a going concern or is divested of the control of its own affairs by government or judicial intervention or other cause.
• Effect of Termination and Survival. Termination of a SOW does not invalidate any other active SOWs. The Customer must settle all outstanding payments for Services delivered up to the effective date of termination, including any new invoice issued for Services supplied but for which no invoice had been submitted. Each Recipient will, upon Discloser’s written request, destroy and/or return to the Discloser (at Discloser’s option) all of Discloser’s Confidential Information and materials. Upon termination, all provisions of the Agreement shall cease to have effect in relation to the terminated SOW, save for those which by their nature should survive termination, including without limitation, accrued rights to payment, a Party’s Intellectual Property Rights and use restrictions, indemnity and defense obligations, confidentiality obligations, warranty disclaimers, non-solicitation and limitations of

 

3. PAYMENT TERMS
   • Fees. As full consideration for the Services, Customer will pay Company the fees stated in the applicable SOW (“Fees”).
   • Payment Terms. Unless otherwise provided in the SOW, invoices will be submitted monthly at the end of each month for Services delivered in the preceding month. Separate invoices shall be issued for each SOW. Customer shall pay invoices within thirty (30) days from receipt of the invoice. Payment of the Fees shall be made via electronic funds transfer directly into Company’s bank account stated on the invoice, and the Customer’s payment liability is considered fulfilled upon Company’s receipt of the Fees. The Customer’s payment obligations will not be extended due to a delay caused by the Customer.
   • Late Payments. Customer shall pay interest on any overdue amount at a rate of 2.5 % monthly for the duration of the delay. In any event, Company may suspend Services until full payment is made, or at its discretion decide to terminate the Agreement as per Clause 2.
   • Taxes. Customer shall pay or reimburse the Company for any transaction taxes imposed on the sale of the Services, provided such are statutorily imposed on the Customer by any Federal, State and/or Local Government authorities either jointly or severally. Unless otherwise stipulated in the applicable tax laws, Company is solely responsible for charging transaction taxes on their invoices and remitting same to the tax authorities. Customer will withhold and remit any applicable withholding taxes included on the invoices and will provide to Company evidence of such tax remittance. The Customer shall pay the agreed amount (including transaction taxes) reflected in the invoices.
   • Invoice Dispute Resolution Mechanism. Where the Customer disputes any part of an invoice, Customer will immediately notify Company and will pay the non-disputed amount less the disputed amount. The parties will discuss in good faith to resolve the dispute within thirty (30) days and, if not resolved within such time, the Parties may seek legal recourse.

 

4. WARRANTIES
   • Company Warranties. Company warrants that it shall: (i) comply with the lawful instructions of the Customer, the provisions of this Agreement and all applicable laws and regulations, (ii) apply a reasonable degree of skill and care in accordance with good industry standards, (iii) devote reasonable time and expertise for the performance of the Services, (iv) comply with Customer’s on-site safety and security rules where applicable, provided these have been provided to Company in writing in advance, and (v) not use the proceeds of the Agreement for any purpose related to terrorist financing or money laundering. These warranties shall be void if Customer or any third party without Company‘s explicit written consent makes modifications to the Services. Except for the warranties set forth herein, Company provides the Services “as-is” and does not provide any other warranty, express, implied or statutory, in relation to the Services or Deliverables, and specifically disclaims to the maximum extent permitted by applicable laws, all implied warranties including without limitation any warranty of merchantability and fitness for a particular purpose, non-infringement, non-interference, software errors or omissions, accuracy, reliability, integrity, security or quality of the Services.
5. Customer Warranties. Customer represents and warrants that it shall: (i) have the authority to enter into this Agreement, (ii) comply with all applicable laws, rules and regulations, (iii) fully cooperate with the Company and comply with the terms of this Agreement, (iv) provide to Company full and accurate information and the necessary access to the Customer’s premises or, in the case of remote work, to the necessary resources, for the delivery of the Services, and (v) effect all due payments as per the terms of this Agreement. In the event of any Customer-caused delays, Company will assign relevant Personnel and complete the Services based on availability of time and resources and the Customer will bear all related expenses and costs.

 

5. INTELLECTUAL PROPERTY RIGHTS
   • Definition. “Intellectual Property Rights” means all intellectual property rights wherever in the world, registrable or unregistrable, registered or unregistered, including any application or right of application for such rights, and include but are not limited to copyright, confidential information, trade secrets, know-how, trademarks, passing off rights, patents, inventions, ideas and rights in designs, including any such rights in the Company Materials and Deliverables. Any reference to “rights” shall include any and all relevant Intellectual Property Rights, unless these are explicitly excluded.
   • Customer Materials. The Customer grants Company a worldwide, non-exclusive, royalty-free, non-transferable and revocable license to copy and use and modify all information, materials, equipment and tools, branding, drawings, specifications and data that pre-exist this Agreement and which are owned by and supplied by the Customer to Company (the “Customer Materials”) for the Term, for the sole purpose of enabling Company to provide the Services to and developing any Deliverables for the Customer in accordance with the Agreement. Customer shall retain ownership of its Customer Materials.
   • Company Materials. Company may use data, software, designs, models, systems and other methodologies and know-how (“Company Materials”) that pre-exist this Agreement and are already owned by the Company, for the performance of the Services. Notwithstanding the delivery of any Deliverables, Company retains all Intellectual Property Rights in the Company Materials (including any improvements or knowledge developed while performing the Services), and in any documents and/or papers compiled in connection with the Services (but not Customer Materials included in them).
   • Deliverables. Unless otherwise specified in an Appendix attached hereto or a SOW, the Deliverables are considered works made for hire and are the sole property of the Customer. Where Company incorporates any Company Materials or third-party Intellectual Property Rights licensed to the Company, in the Services and/or Deliverables, and a license is required to enable Customer to receive and use the Services and/or Deliverables, Company hereby grants the Customer a non-exclusive, limited, non-assignable, revocable, royalty-free and non-transferable license (without the right to sub-license) to such Company Materials and/or Intellectual Property Rights solely to the extent necessary to receive and use the Services/Deliverables. For the avoidance of doubt, any third-party content, including training materials, software, or other intellectual property owned or licensed by third parties and incorporated into the Deliverables, shall not be deemed works made for hire and shall remain the property of their respective rights holders, even if not expressly identified in a SOW. Notwithstanding the foregoing, nothing in this Agreement will transfer any right, title or interest in a Party’s designs, inventions, patents, copyrights, trade secrets, trade names, or other intellectual property.
   • No Unauthorized Use. Neither Party shall modify, alter, reproduce, exploit, copy, distribute or use the Company Materials or Customer Materials (as applicable) for purposes other than those explicitly permitted under this Agreement and/or otherwise agreed between the Parties in writing.
   • Customer Feedback. Any feedback provided by Customer to Company during or after the Term in relation to the Services and/or the Deliverables shall be solely owned by Company, and Company may use this feedback for the purposes of improving its current and future services to the Customer or its other customers and/or creating new products and services, without owing any kind of compensation or royalties to the Customer.
   • License to use Customer’s name and logo. Customer hereby grants Company a revocable, royalty-free, non-exclusive, worldwide license to use the Customer’s name and logo on Company’s website and/or promotional and/or advertising materials and/or as part of its customer portfolio.

 

6. CONFIDENTIALITY
   • Definition. “Confidential Information” means any non-public information that is proprietary or confidential to a party disclosing its information (the “Discloser”) to another party (the “Recipient”) directly or indirectly, and by any physical or digital means, and is marked as confidential or would reasonably be deemed as confidential Confidential Information includes, but is not limited to, trade secrets, financial data, business plans, customer lists, information and personal data of the other Party’s employees and any information pertaining to the Discloser’s products or services.
   • The Recipient shall (i) keep the Confidential Information strictly confidential and secure, (ii) not disclose it to third parties without the Company’s prior written consent and (iii) not use it for any purpose other than for the purposes of the Agreement, except if required by law, regulation or court or governmental order, and provided the Company receives prior written notice. Recipient may disclose the Confidential Information to its employees, directors, professional advisers, subcontractors and Affiliates ) who are on a need-to-know basis and bound by similar confidentiality obligations (where “Affiliate” means, in relation to a party, any legal entity which controls, is controlled by, or is under common control with a party, where “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of that entity, or if the entity has no voting securities, the ability to direct or cause the direction of the management of that entity). Recipient undertakes that it shall not at any time and for a period of three (3) years after termination or expiry of the Agreement, disclose any confidential information.
   • Remedies. The parties agree that failure of the Recipient to comply with its obligations under this Clause, may result in irreparable harm to the Discloser and that monetary damages will be inadequate to compensate the Discloser. Accordingly, in addition to Discloser’s legal and equitable rights, Discloser may seek injunctive relief to enforce the terms of this Clause 6, without having to prove actual damages.

 

7. INDEMNITY AND LIABILITY
   • Each Party (the “Indemnifying Party”) shall defend, indemnify and hold the other Party (together with its representatives, officers, directors, employees, agents, consultants and contractors, the “Indemnified Party”) harmless from and against all losses, costs, damages (including reasonable attorney fees) which the Indemnified Party has suffered or incurred arising from a third party claim in relation to the Indemnifying Party’s: (i) intentional misconduct or gross negligence resulting in death, injury or tangible property damage; (iii) proven violation of federal, state or local laws and regulations; (iv) any action or omission of the Indemnifying Party resulting in the Indemnified Party’s funds being seized, blocked or withheld by a sanctioning body; (v) infringement of patent, copyright, trade secret or other intellectual property rights; and (vi) breach of confidentiality obligations. Notwithstanding the above, in case of Company’s breach of its obligations or delay in the delivery of the Services and/or Deliverables, Company shall not be liable if the breach is due to the actions, omissions, errors or delays of the Customer or caused by a Force Majeure Event.
   • Indemnity Conditions. The Indemnifying Party shall defend the Indemnified Party against all such claims or actions arising out of Clause 7.1. This obligation is subject to the Indemnified Party: (a) promptly notifying the Indemnifying Party in writing, (b) giving full information and assistance to the Indemnifying Party and (c) giving the Indemnifying Party the sole right to control the defense or settlement.
   • IN NO EVENT SHALL THE PARTIES, THEIR DIRECTORS, OFFICERS, EMPLOYEES AND/OR CONSULTANTS BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY CLAIMS FOR LOST PROFITS, EVEN IF THE OTHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SAVE FOR BREACHES OR VIOLATIONS FOR WHICH LIABILITY CANNOT BE CAPPED OR EXCLUDED IN ACCORDANCE WITH APPLICABLE LAWS (INCLUDING DEATH OR PERSONAL INJURY) AND FOR THE INDEMNIFICATION OBLIGATIONS UNDER CLAUSE 7.1(vi), COMPANY’S AGGREGATED TOTAL LIABILITY TO THE CUSTOMER SHALL IN NO EVENT EXCEED 50% OF THE FEES RECEIVED BY COMPANY IN THE SIX (6) MONTH PERIOD PRECEDING THE BREACH.

 

8. ANTI-CORRUPTION AND ANTI-BRIBERY

Both parties will comply with all applicable Anti-Corruption Laws, meaning any laws and regulations against fraud, bribery, corruption, inaccurate books and records, inadequate internal controls, money laundering, including the U.S. Foreign Corrupt Practices Act. Both parties warrant that they have internal structures in place to track, prevent and detect any such violations, and undertake to provide training to its employees (including the Personnel, for Company) on compliance with Anti-Corruption Laws while performing under this Agreement. The parties must prohibit any and all forms of bribery, corruption, extortion, and embezzlement. All business dealings shall be transparently performed and accurately reflected in each Party’s business books and records. Neither party will pay expenses for travel, lodging, gifts, hospitality, or charitable contributions to government officials to any government official or any other third party to improperly influence any act or decision of such official for the purpose of promoting the business interests of the other party in any respect.

9. SECURITY

Both parties must respect intellectual property rights, protect Confidential Information, comply with security standards, policies, and controls and comply with privacy rules and regulations. The Parties must, without limitation: (i) protect the physical and Intellectual Property of the other party, (ii) respect the Intellectual Property of all parties and only use technology and software which has been legitimately acquired and licensed and in accordance with their terms of use, and (iii) not use the other party’s technology and systems to create, store or send material that is intimidating, harassing, inappropriate or unlawful. The parties must comply with the security standards, policies and controls of the other party when accessing the other party’s technology and systems. The parties must have appropriate technical and organizational measures in place to secure data and identify and track vulnerabilities so that these are disclosed and addressed immediately. Neither party may disclose the information of the other party, including Confidential Information and Personal Data, without a legitimate business need . Both parties warrant and undertake to follow all applicable privacy and data protection laws, including the Company’s Privacy Policy, as in force from time to time.

10. MISCELLANEOUS
    • Non-Solicitation. The Customer acknowledges and agrees that the Personnel has specific, specialized expertise, skills and knowledge and the Company has invested significant time, effort and finances in sourcing such Personnel to provide industry-leading services to its customers. Therefore, the Customer agrees to not solicit for employment, hire or otherwise engage the Personnel during the Term and for two (2) years thereafter. In case Customer breaches this obligation, Customer shall pay to Company as liquidated damages an amount equal to one (1) year’s salaries/fees of the solicited Personnel.
    • Force Majeure. Neither party shall be liable for non-performance of its obligations if such is caused by conditions beyond its control, including but not limited to war, flood strikes, epidemic or pandemic or epidemic declared by the WHO, freight embargoes, earthquakes, electrical or internet outages or failures, terrorist acts or any acts of God (“Force Majeure”), provided that such party notifies the other party within five (5) business days of such event occurring. All obligations shall resume when the Force Majeure Event ceases to exist.
    • Subcontracting. Company may use and deploy for the performance of the Services, at its absolute discretion, its employees, agents, consultants and/or subcontractors (“Personnel”). The Company shall ensure that the Personnel acknowledge the Company’s obligations, to the extent that these would apply to the Personnel directly. The Company shall be liable for the acts and omissions of the Personnel.
    • Notices. All notices must be in English and in writing and shall be sent by courier or email. Courier delivery within normal business hours is effective on the same day. Email notices sent before 5pm on a business day are effective the same day; otherwise, they take effect the next business day. Notices to Company must be sent to the email address contract_notices@teknowledge.com.
    • Waiver. Failure or delay of a party in exercising any of its rights does not waive that right, and partial exercise does not prevent future exercise of that right. All waivers must be in writing.
    • Assignment. Neither party shall assign or novate this Agreement without the other party’s prior written consent, save for Company’s right to assign or novate this Agreement to its Affiliates without Customer’s prior consent.
    • Severability. If a term of this Agreement is found invalid or unenforceable by a court or authority, the remaining terms shall remain in full force and effect.
    • Variation. These T&Cs may be updated by the Company at its discretion without any prior notice. For the avoidance of doubt, for each SOW, the Customer shall be bound by the respective T&Cs applicable at the time of execution of that SOW.
    • No Partnership or Agency. This Agreement does not create an employer-employee relationship, agency, partnership, or joint venture between the parties. Both TEK and the Customer remain independent contractors.
    • Entire Agreement: This Agreement is the complete and sole understanding between the parties and no representations have been relied upon in entering into this Agreement. No Customer terms and conditions shall prevail over these T&Cs, even if such statement is made in those Customer terms and conditions.
    • Precedence. In case of conflict between these T&Cs and a SOW, the SOW prevails in relation to the conflict.
    • Disputes, Governing Law and Jurisdiction. In the event of any dispute arising from this Agreement, the Parties will first seek to resolve such dispute through good faith, amicable discussions and negotiations. If the Parties do not manage to resolve the dispute within thirty (30) days, they may seek legal recourse. The Agreement shall be governed by and construed in accordance with the laws of the territory in which the Company is registered (the “Territory”) and will be submitted to the exclusive jurisdiction of the Territory.

 

APPENDIX 1 – ADDITIONAL TERMS AND CONDITIONS FOR COMMERCIAL AGREEMENT / SKILLING SERVICES

1. TERMNINATION, RESCHEDULING AND CANCELLATION CHARGES
   • Termination Charges. If the Customer decides to terminate the SOW and/or the Agreement at any time during the SOW Term, the Customer shall pay to the Company the following charges: (i) the SOW Charges corresponding to the Services/Deliverables wholly or partially delivered up to the termination date, (ii) the SOW Charges corresponding to time and resources spent in preparation for Services that would have been delivered after the effective termination date, (ii) all other costs and expenses incurred by Company for the provision of the Services which cannot be averted as a cause of termination, including but not limited to third party cancellation fees for booked venues and courses.
   • Rescheduling or Cancellation Charges. If the Customer decides to reschedule or cancel any training module at any time during the SOW Term, the Customer shall pay to the Company all costs and expenses incurred by Company for the preparation and provision of the relevant training module, which cannot be averted as a result of the rescheduling or cancellation, including but not limited to any SOW Charges accrued up to the date of rescheduling or cancellation and any third party cancellation fees for booked venues and courses.
2. LICENSE TO USE DELIVERABLES
   • The trainings, courses, materials and results thereof including but not limited to, reports, presentations, or other communications (the “Deliverables”) are not deemed works made for hire and shall remain the sole property of the Company and/or the Company’s third-party licensors.
   • Company grants Customer a non-exclusive, royalty-free, non-transferable and revocable license to use and disclose any part or whole of the Deliverables, for the Customer’s benefit only, in a manner consistent with the purpose of a particular Service provided by Company. Any disclosure of any part or whole of the Deliverables, other than as abovementioned, to other persons is prohibited unless there is prior written consent by Company. If the Customer is permitted to disclose the Deliverables (or a portion thereof) under these T&Cs, the Customer shall not alter, edit or modify it from the form the Deliverables were provided by Company.
   • Customer agrees not to dispute or contest Company’s exclusive rights in or to the Company Materials and Deliverables at any time during or after the Term of this Agreement and shall not attempt to copy, use, modify, reverse engineer (as applicable) and/or create derivative works of the Company Materials and the Deliverables and any other products or services developed by the Company.

 

APPENDIX 2 – ADDITIONAL TERMS AND CONDITIONS FOR CYBERSECURITY SERVICES

1. Company Warranties and Disclaimer. In the event the Company does not perform the Services in accordance with the SLA, Company shall use commercially reasonable efforts to properly re-perform the Services at no additional charge as promptly as possible under the applicable circumstance following receipt of written notice from Customer detailing the breach. COMPANY, ITS AFFILIATES AND PERSONNEL FURTHER DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR DELIVERABLES PROVIDED THEREFROM WILL BE TIMELY, ACCURATE, COMPLETE, ERROR-FREE OR FREE OF VIRUSES, OR WILL BE COMPATIBLE WITH ANY THIRD-PARTY SOFTWARE, HARDWARE, WEBPAGE OR APPLICATIONS THAT THE CUSTOMER USES OR WITH ANY SOFTWARE OR HARDWARE UPGRADE OR MODIFICATION THE CUSTOMER MAY DECIDE TO MAKE. COMPANY AND ITS AFFILIATES DISCLAIM ANY AND ALL LIABILITY RELATED TO (I) THE AFOREMENTIONED, (II) ANY THIRD PARTY CONTENT AND/OR WEBPAGES THAT THE CUSTOMER MAY HAVE ACCESS TO THROUGH THE SERVICES AND/OR DELIVERABLES AND (III) ANY MODIFICATION TO OR WRONG USE OF THE SERVICES AND/OR DELIVERABLES MADE BY THE CUSTOMER OR ANY THIRD PARTY.
2. Customer Warranties. Customer warrants that it (a) shall request approval or provide notification to the Company, as per the SLA (where applicable), for any changes, modifications, upgrades or other alterations which may disrupt or affect the provision of the Services and/or Deliverables, and (b) shall not use the Deliverables for or be involved in any illegal or sanctioned purpose, including money laundering or terrorist activities.
3. Granting of License. Each Party will retain all rights, titles and interests in and to their respective Intellectual Property Rights that they provide to the other party to facilitate the rendering of the Services. In cases where Company owns or is licensed to use any Intellectual Property Rights incorporated in the Services and/or Deliverables under a SOW and a license is required to enable Customer to receive and use the Services and/or Deliverables, Company hereby grants the Customer a non-exclusive, limited, non-assignable, revocable, royalty-free and non-transferable license (without the right to sub-license) to any such Intellectual Property Rights solely to the extent necessary to receive and use the Services and/or Deliverables.
4. Deliverables. The final results of the Services including but not limited to reports, recommendations, correlation results, presentations or investigation outcomes are considered “Deliverables” and are the sole property of the Customer. Notwithstanding the foregoing, nothing in this Agreement will transfer any right, title or interest in a party’s designs, inventions, patents, copyrights, trade secrets, trade names, or other intellectual property. Without prejudice to the Customer’s ownership of a Deliverable, in creating the Deliverables, Company and its representatives (including the Personnel), may develop general, specific and/or residual knowledge, experience, know-how and other forms of intellectual property which Company and/or its representatives will own including (i) all physical manifestations or embodiments of such knowledge, experience and information, and (ii) all patent rights, information, patent applications, copyrights, design rights, database rights, engineering information, specifications, procedures, and all other documents developed or made by Company and/or its representatives.