Terms & Conditions

These Terms and any document(s) referred to herein form the entire agreement between Breached Labs Limited ("Breached Labs", "we", or "us") and the Client regarding the supply of Services and supersede all previous discussions, representations, or agreements. Terms with specific definitions are listed in Section 12.

1. Provision of Services

1.1 Service Scope and Performance

(a) These Terms apply to any Proposal, Quote, or Statement of Work ("SOW") issued by Breached Labs and accepted by the Client. Only these Terms will govern the delivery of Services unless expressly amended in writing by both parties.
(b) Breached Labs will deliver the Services as outlined in the applicable SOW. If additional work outside the agreed Scope is identified, we will notify the Client and obtain written approval before proceeding.
(c) While providing Services, Breached Labs will:
  (i) comply with all applicable laws and Client instructions;
  (ii) follow Client site safety policies; and
  (iii) maintain continuity of designated personnel, informing the Client of any changes.
(d) The Client shall provide timely access to systems, personnel, and information required for delivery of the Services.
(e) For penetration testing, re-verification testing must be scheduled within 90 days of the report delivery. Additional fees may apply beyond this window.

1.2 Subcontractors

Where subcontractors are used, Breached Labs remains responsible for their performance.

2. Authorisation

The Client grants Breached Labs the necessary access to systems, infrastructure, and personnel to fulfil the Services.

3. Penetration Testing Terms

Where applicable, the Client acknowledges:

• Security testing has defined scope and may not uncover all vulnerabilities.
• Testing must follow the schedule and mitigation guidelines set out in the SOW.
• Any specific methodologies or constraints will be described in the Proposal or SOW.

4. Invoicing & Payment

4.1 All fees will be invoiced by Breached Labs in accordance with the SOW.
4.2 Payment terms are 14 days from invoice issue unless otherwise agreed.
4.3 All prices exclude VAT unless stated otherwise. VAT is payable in addition to the quoted amounts.
4.4 Invoice disputes must be raised within 5 working days.
4.5 Breached Labs reserves the right to suspend delivery if payment is overdue.

5. Intellectual Property

5.1 Existing IP

Each party retains rights to their respective pre-existing intellectual property.

5.2 Deliverables

All intellectual property in materials created by Breached Labs remains with Breached Labs. The Client receives a non-exclusive, non-transferable licence to use the Deliverables as described in the SOW.

5.3 Third Party Material

Use of any third-party tools or components is subject to their licence terms.

6. Confidentiality and Privacy

6.1 Confidentiality

Both parties agree to:

• Treat all shared Confidential Information as strictly confidential.
• Not disclose it to any third party except as required for service delivery or by law.
• Destroy or return all Confidential Information upon request or termination.

6.2 Privacy

Each party agrees to comply with all applicable EU and Irish data protection laws, including the General Data Protection Regulation (GDPR). The Client confirms that all Personal Data shared with Breached Labs has been lawfully obtained.

7. Data Security

Breached Labs will implement appropriate technical and organisational measures to safeguard systems against Security Breaches. Any suspected breach will be promptly communicated, and both parties will cooperate on containment and resolution.

8. Warranties

8.1 Each party warrants that it has the legal authority to enter this Agreement.
8.2 Breached Labs warrants that Services will be delivered with reasonable care and skill in line with industry standards.
8.3 All other warranties, including implied warranties, are excluded to the fullest extent permitted by law.

9. Liability

9.1 Neither party is liable for indirect or consequential losses, including loss of revenue or data.
9.2 Breached Labs' total liability is capped at the amount paid by the Client for Services in the 12 months prior to the claim, except in cases of gross negligence or wilful misconduct.

10. Termination

10.1 Either party may terminate the Agreement immediately by written notice if the other:
  (a) materially breaches the Agreement and fails to remedy it within 14 days;
  (b) becomes insolvent; or
  (c) is affected by a Force Majeure Event lasting more than 90 days.
10.2 Upon termination, the Client must pay for Services rendered and Deliverables provided to date.

11. Non-Solicitation

The Client agrees not to solicit or employ Breached Labs personnel involved in the Services for 12 months after contract completion without prior written consent.

12. Definitions

• Client: The individual or entity receiving the Services.
• Services: Security-related services, including penetration testing, consultancy, and reporting.
• Deliverables: Any outputs created during the provision of Services.
• Confidential Information: Any non-public business, technical, or commercial information disclosed under this Agreement.
• Personal Data: As defined under the GDPR.
• Security Breach: Any unauthorised access or compromise of systems or data.
• Force Majeure: Any event beyond reasonable control, including natural disasters, war, or governmental action.
• Insolvency: Bankruptcy, liquidation, or any other legal state indicating financial failure.

13. Modern Slavery

Breached Labs complies with the Criminal Law (Human Trafficking) Act 2008 and supports ethical practices throughout its supply chain. We will promptly notify the Client if a modern slavery issue arises impacting service delivery.

14. Miscellaneous

14.1 Rights under this Agreement may not be assigned without written consent (except internal company transfers).
14.2 Notices must be sent to the contact details listed in the Proposal or SOW.
14.3 Any disputes will be resolved by good faith mediation before legal action.
14.4 These Terms may be executed electronically and in counterparts.