Standard terms on which Penz Ltd (trading as ThePenz) provides cybersecurity, governance, risk and compliance services. Specific commercial terms applicable to a particular engagement are set out separately in the Engagement Letter.
In these Terms, "we", "our" and "us" refer to Penz Ltd (registered in England and Wales). "You" refers to the entity engaging our services. "Engagement Letter" means the document signed between us setting out scope, fees and timing. "Services" means the services we agree to provide under an Engagement Letter. "Deliverables" means the outputs we produce in performing the Services.
We will provide the Services described in the Engagement Letter with reasonable care and skill, applying the professional standards expected of a senior practitioner in our field. We will use suitably qualified and experienced personnel and will keep you informed of progress. Unless otherwise agreed, the Services do not constitute legal, tax, financial or insurance advice.
To enable us to deliver the Services effectively, you agree to:
Our fees are set out in the Engagement Letter and will be invoiced as agreed. Standard payment terms are 30 days from the date of invoice. We reserve the right to charge interest on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Reasonable out-of-pocket expenses (such as travel, when relevant to delivery) will be invoiced separately and are payable in addition to fees, with prior authorisation for any individual expense above £200.
Pre-existing IP: Each party retains ownership of all intellectual property it owned prior to the engagement, including (in our case) our methodologies, proprietary tooling, document libraries and templates.
Deliverables: Subject to payment of fees, we grant you a perpetual, non-exclusive licence to use the Deliverables for your internal business purposes. Deliverables incorporating our pre-existing IP remain our property; you receive a usage licence rather than ownership of the underlying IP. Where Deliverables are based on templates from our library, the licence covers your use but does not extend to redistribution.
Anonymised learnings: We may use anonymised, aggregated learnings from engagements to improve our methodologies. We will not disclose your identity or any confidential information in doing so.
Both parties will treat as confidential any non-public information received from the other in connection with the engagement, will use it only for the purpose of delivering or receiving the Services, and will protect it with at least the same degree of care as it uses for its own confidential information (and in any event no less than reasonable care). Confidentiality obligations survive termination of the engagement for seven years, except that obligations relating to trade secrets continue indefinitely.
Confidentiality does not apply to information that is or becomes publicly known other than by breach of these Terms, was already lawfully known, is independently developed, or is required to be disclosed by law or by a competent regulator.
Our processing of personal data in connection with the engagement is governed by our Privacy Notice. Where we process personal data on your behalf as a data processor, the terms of that processing will be set out in a Data Processing Agreement provided alongside the Engagement Letter, in accordance with Article 28 of the UK GDPR.
Our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of:
We are not liable for indirect, consequential, or special losses, including loss of profits, business, goodwill, data, anticipated savings, or for losses caused by events beyond our reasonable control. Nothing in these Terms limits liability for matters that cannot be limited by law, including death or personal injury caused by negligence, or fraud.
We maintain professional indemnity insurance and public liability insurance with reputable UK insurers. Details are available on request.
Either party may terminate an engagement on 30 days' written notice, or immediately for material breach not remedied within 14 days of notice. On termination, you will pay for Services rendered up to the date of termination and for any reasonable, non-cancellable commitments we have made on your behalf.
We will not knowingly accept an engagement that creates an actual or material perceived conflict of interest with our existing clients. Where a potential conflict arises during an engagement, we will discuss it with you promptly and act in accordance with applicable professional guidance.
We act as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship. Neither party has authority to bind the other.
Neither party may assign these Terms or any Engagement Letter without the other's prior written consent (such consent not to be unreasonably withheld). We may use suitably qualified subcontractors with prior notification and remain responsible for their performance.
Neither party is liable for failure to perform obligations to the extent that performance is prevented by events beyond reasonable control, provided the affected party gives prompt notice and uses reasonable efforts to mitigate the impact.
These Terms and any dispute arising from them are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, save that we may seek injunctive relief in any jurisdiction.
Notices under these Terms should be sent to the addresses set out in the Engagement Letter, or in our case to hello@thepenz.co.uk. Notices are effective on delivery if delivered by hand, the next working day if sent by recorded post, or on receipt of read confirmation if sent by email.
These Terms, together with the Engagement Letter and any documents expressly incorporated, constitute the entire agreement between the parties in relation to the engagement and supersede any prior understandings.
Penz Ltd
London, United Kingdom
Engagement enquiries: hello@thepenz.co.uk
Telephone: +44 (0) 20 7183 2667
