Terms of Business
Last Update: 22 November 2024
1. Scope of Work
The services to be provided will be outlined in the engagement letter. Any work outside the agreed scope may be subject to additional fees. The scope of work will include consultancy, managed services, or other agreed services as specified in the engagement letter. We will agree on the scope prior to commencing the engagement to avoid misunderstandings.
2. Fees and Payment Terms
Our fees are divided into the following categories:
2.1 Assessment: A one-time fee for a security assessment will be agreed upon and specified in the engagement letter. Payment for this assessment is due within 30 days of completion or upon receipt of the invoice.
2.2 Optional Services and Scoped Work: If additional services are required following the assessment, such as the implementation of recommendations, specific scoped work, or product configuration, these will be charged separately. A detailed quote will be provided for any optional services, and payment is due within 30 days of completion or upon receipt of the invoice, or as agreed before commencing this work.
2.3 Managed Service Packages: For clients who opt for ongoing support, we offer a Managed Service Packages that includes continuous monitoring, updates, and other agreed-upon services. These services may include the management of third-party products or platforms. The fees for the Managed Service Package will be outlined in the engagement letter and may be billed either monthly or annually. Payments for annual billing are due in advance via bank transfer or direct debit recurring payment.
2.3.1 Device Coverage and Additional Charges
Each user is entitled to coverage for one desktop or laptop computer and one mobile device as part of each Managed Service Package. Additional devices can be added at an extra cost, which will be specified in the Engagement Letter or communicated as part of any fee adjustments in accordance with Section 2.6.
2.4 Expenses: Any expenses incurred in relation to the provision of services, such as travel or specialised equipment, will be agreed upon in advance and billed separately.
2.5 Late Payment: In accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012, if payment is not made by the due date, interest will accrue at the rate of the European Central Bank (ECB) refinancing rate plus 8%. As of July 2024, the applicable late payment interest rate is 12.25% per annum, calculated daily. In addition to interest, compensation for recovery costs will automatically be payable, with a fixed sum of €40 for debts up to €1,000, €70 for debts between €1,000 and €10,000, and €100 for debts over €10,000.
2.6 Fee Adjustments:
2.6.1 Periodic Review: We reserve the right to review and adjust our fees periodically to reflect changes in costs, market conditions, or the scope of services provided.
2.6.2 Advance Notice: Any fee adjustments will be communicated in writing at least 30 days in advance of the effective date.
2.6.3 Client Rights: Clients may terminate the agreement before the effective date of the price adjustment, as outlined in the Termination section, if they do not agree to the new fees.
All invoices will be issued via email.
3. Confidentiality
We will handle all information provided by you in strict confidence and will not disclose it to any third party without your written consent, unless required by law. This obligation continues after the termination of the engagement.
4. Privacy and Data Protection
We are committed to protecting your personal data in compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR). Please refer to our Privacy Policy for detailed information on how we collect, use, and protect your personal data.
5. Intellectual Property
All materials and deliverables provided by us during the engagement remain the property of Sanctuary Advisory Services Limited unless otherwise agreed in writing. You are granted a licence to use these materials for the purposes specified in the engagement letter.
6. Termination
Either party may terminate this agreement by providing 30 days' written notice. In the event of early termination, you will be liable for payment of work completed up to the date of termination, including any non-cancellable commitments made on your behalf. In the event of a fee adjustment, Clients may terminate the agreement before the effective date of the adjustment, as outlined in Section 2.6.
7. Limitation of Liability
Our liability for any claim arising out of this engagement, whether in contract, tort (including negligence), or otherwise, shall be limited to the amount of fees paid by you for the services provided. We shall not be liable for any indirect, consequential, or special loss.
In cases where third-party products or platforms are provided or managed by Sanctuary Advisory Services, these are supplied “as-is,” and we do not accept responsibility for their performance, defects, or vulnerabilities.
8. Governing Law and Jurisdiction
These terms and any disputes arising under them shall be governed by the laws of the Republic of Ireland. Any disputes shall be subject to the exclusive jurisdiction of the courts of the Republic of Ireland.
9. Force Majeure
We shall not be liable for any failure or delay in performing our obligations due to circumstances beyond our reasonable control, including but not limited to natural disasters, strikes, or other events considered as force majeure.
10. Dispute Resolution
In the event of a dispute, both parties agree to first seek resolution through mediation. If mediation is unsuccessful, the dispute will be referred to arbitration by an agreed arbitration body, and the decision of the arbitrator will be final.
11. Products and Platforms
11.1. Any products or platforms provided or managed as part of our services are supplied “as-is” without any warranties, express or implied.
11.2. Sanctuary Advisory Services is not liable for issues, defects, or vulnerabilities associated with third-party products or platforms.
11.3. The Client is responsible for complying with any applicable licensing terms or usage agreements related to such products or platforms.
12. Changes to Terms
We reserve the right to update these Terms of Business from time to time. Any changes will be posted on our website, and you will be notified of significant updates that affect your engagement.
