Business Cyber Security Solutions
STANDARD TERMS AND CONDITIONS
These standard terms and conditions (“Terms and Conditions”) together with the Proposal (“Proposal”) which incorporates by reference these Terms and Conditions establish the provisions of the agreement (“Agreement”) between Business Cyber Security Solutions (BCSS) and Customer. All terms with initial capital letters used herein but not otherwise defined shall have the respective meanings set forth in the Proposal.
Click here for our Shared Responsibility Model document.
1. Services
BCSS agrees to provide the following services (individually and collectively the “Services”) to Customer where such Services are specified and ordered by Customer on the Proposal:
Awareness Guardian
Compliance as a Service
DNS Guardian
Email Guardian – Advanced
Email Guardian – Backup
Email Guardian – Compliance
Email Guardian – Economy
Email Guardian – Encryption
Email Guardian – Essentials
Email Guardian – Total
Endpoint Guardian – AV
Endpoint Guardian – MEDR
Firewall as a Service
LAN Guardian – Basic
LAN Guardian – External
Password Guardian
PII Guardian
SaaS Guardian
SOC Guardian
Switch as a Service
vCISO Block Hours
Website Guardian
Wireless Access as a Service
2. Payment/Pricing
BCSS will commence billing and the Customer agrees to pay for the Services as of the Effective Date on the Proposal. BCSS shall invoice the Customer as provided in the Proposal and on the frequency designated in the Proposal. All invoices shall be due and payable on receipt. Invoices shall be deemed delinquent fifteen (15) days after the invoice date, delinquent payments shall bear interest at the rate of one-and-one-half percent (1.5%) per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. BCSS reserves the right to suspend or restrict access to the Services without notice until the Customer pays all past due amounts. The customer shall pay BCSS the fees in the amount and on the terms specified in the Agreement, free and clear of, and without any reduction for, any and all taxes. Customer shall pay any duties and taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, or stamp duties imposed by governmental agencies of whatever kind and imposed with respect to this Agreement. All fees and remittances will be in United States Dollars and are quoted as a “cash discount”. Pricing shall not increase during the Initial Term (as hereinafter defined). After the Initial Term, BCSS may increase the prices for the Services by an amount equal to or less than the increase in the Consumer Price Index as promulgated by the United States Department of Labor Bureau of Labor Statistics for All Urban Consumers in the Los Angeles-Riverside-Orange County, CA MSA since the Effective Date.
3. Term
The Agreement shall become effective and commence on the Effective Date and shall continue in full force and effect for the period specified in the Proposal (the “Initial Term”). Upon the expiration of the Initial Term, the Agreement shall automatically renew for additional successive terms of one (1) year (each a “Renewal Term”), unless either party notifies the other in writing at least thirty (30) days prior to the conclusion of the then-current term of its election not to renew the Agreement. The Initial Term and all Renewal Terms are collectively referred to as the “Term.”
4. Termination
The Agreement may be terminated by either party upon thirty (30) days written notice to the other party if: (i) either party breaches any material duty, obligation or covenant contained in the Agreement and, to the extent such breach is capable of being remedied, such breach continues un-remedied for thirty (30) calendar days following notice thereof from the non-breaching party to the breaching party or (ii) a party files a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law, a party consents to any involuntary petition in bankruptcy or if a receiving order is given against such party under any bankruptcy law, or an order, judgment or decree is entered by any court of competent jurisdiction, upon the application of a creditor, receiver, trustee or liquidator of all or a substantial part of a party’s assets, and the same has not been discharged or terminated without prejudice to the other party’s rights under the Agreement within thirty (30) calendar days. Other than as expressly provided elsewhere in the Agreement, such termination shall be Customer’s sole and exclusive remedy in case of a material breach of the Agreement by BCSS. If the Customer terminates without cause during the Initial Term or otherwise breaches the Agreement, all waived costs, discounts, promotions, or inducements shall become immediately due and payable.
If termination is made before the end of the term, refunds must be explicitly requested in writing and will be processed 30 days after acceptance under the following terms:
5. Customer Obligations
Customer shall have the following obligations, in addition to those set forth elsewhere in the Agreement: (i) Customer is and will remain solely responsible for complying with all laws, rules and regulations regarding the management and administration of its electronic messaging system; (ii) Customer agrees to be solely responsible for maintaining the confidentiality and security of Customer access information, such as accounts, passwords and other account identifiers which Customer chooses or is assigned as well as all activities that occur under such accounts, passwords and other account identifiers; (iii) Customer acknowledges and agrees that BCSS’s responsibilities and liability do not extend to the internal management or administration of Customer’s electronic messaging system or messages; (iv) Customer agrees that it shall not solicit or obtain orders or resell the Services, (v) Customer agrees that it shall not sublicense, distribute, sell, lease, rent, loan, or otherwise transfer the Services to any third party; (vi) Customer agrees that it shall not modify, adapt, alter, translate, or create derivative works from the Services, (vii) Customer agrees that it shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Services; (viii) Customer agrees that it shall not remove or alter any copyright or any other proprietary rights notice included in the Services; (ix) the Services are for use with normal business use only, and may not be used for any other purpose; (x) Customer agrees to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the United States Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control; and (xi) Customer agrees to comply with BCSS’s Acceptable Use Policy existing as of the Effective Date.