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Digital Oversight

Board Assurance for a Digital Age

CAMS Terms and Conditions

Application and entire agreement

 

  1. These Terms and Conditions apply to the provision of the CAMS Portal service (Portal) and any of its content (Contents) detailed in our quotation (Services) by Digital Oversight (AI) Limited, a company registered in under number 14431027 whose registered office is at 150 Minories, London EC3N 1LS with email address info@digitaloversight.ai (we or us or Service Provider) to the Client buying the services (you or Customer).

  2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of your first use of the Portal (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.

  3. You can only purchase the CAMS Portal Service if you are eligible and ready to enter into a contract with us under English Law and are authorized by your Company to do so. You must be the legal age of majority in your country of residence in order to use the CAMS Portal. In no event is use of the Portal permitted by those under the age of 18.

 

About the Portal

  1. We are Digital Oversight (AI) Limited a company registered in England and Wales under number 14431027 whose registered office is at 150 Minories, London, EC3N 1LS with email address info@digitaloversight.ai;

  2. If you have any questions about the Portal, please contact us by:

  3. The Portal and all associated data are hosted within a security accredited cloud environment. Full details are available on request.

 

Interpretation

 

  1. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.

  2. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

  3. Words imparting the singular number shall include the plural and vice-versa.

  4. Privacy Policy means the terms which set out how we will deal with confidential and personal information received from you via the CAMS Portal;

  5. Website means our website www.digitaloversight.ai on which the CAMS Portal service is advertised;

  6. Portal means our CAMS portal https://cams.digitaloversight.ai

 

Basis of Sale

 

  1. The description of the CAMS service on our website does not constitute a contractual offer to provide the CAMS service. When a request for the CAMS service has been submitted at info@digitaloversight.ai, we will send details of the process to set up an account and initiate the CAMS portal process. We reserve the right to reject a request for any reason, although we will try to tell you the reason without delay.

  2. The Order process will be outlined following a request for the CAMS service. Each step allows you to check and amend any errors before submitting the Order. It is your responsibility to check that you have used the ordering process correctly.

  3. A Contract will be formed for the CAMS service ordered only when you receive an email from us confirming the Order (Order Confirmation). You must ensure that the Order Confirmation is complete and accurate and inform us immediately of any errors. We are not responsible for any inaccuracies in the Order placed by you. By placing an Order, you agree to us giving you confirmation to the Contract by means of an email with all information in it (i.e., the Order Confirmation). You will receive the Order Confirmation within a reasonable time after submitting the order, but in any event before performance begins of any of the CAMS services.

  4. Any quotation or estimate of Fees (as defined below) is valid for a maximum period of 7 days from its date, unless we expressly withdraw it at an earlier time, or extend it in writing.

  5. No variation of the Contract, whether about the description of the CAMS Portal service, Fees or otherwise, can be made after it has been entered into unless the variation is agreed by the Customer and the Supplier in writing.

 

Using the Portal

 

  1. The Portal is for your specified individuals use only as shown in the Order document.

  2. You agree that you are solely responsible for all costs and expenses you may incur in relation to your use of the Portal.

  3. We make no promise that the Portal is appropriate or available for use in locations outside of the UK. If you choose to access the Portal from locations outside the UK, you acknowledge you do so at your own risk and are responsible for compliance with local laws where they apply.

  4. We try to make the Portal as accessible as possible. If you have any difficulties using the Portal, please contact us using the contact details in the previous page or use the Portal accessibility tools available in the Portal.

  5. As a condition of your use of the Portal, you agree to comply with our Acceptable Use Policy and agree not to:

  6. misuse or attack our Portal by knowingly introducing viruses, trojans, worms, logic bombs or any other material which is malicious or technologically harmful (such as by way of a denial-of-service attack), or

  7. attempt to gain unauthorised access to our Portal, the server on which our Portal is stored, or any server, computer or database connected to our Portal.

  8. We may prevent or suspend your access to the Portal if you do not comply with these Terms or any applicable law.

  9. The CAMS Portal service which appears on the Website is subject to reasonable availability.

  10. We can make changes to the CAMS service which are necessary to comply with any applicable law or safety requirement. We will notify you of these changes.

  11. You will maintain up to date antivirus and anti-Trojan defence capability on the device you access the portal from.

 

Portal Delivery

 

  1. We warrant that we use reasonable care and skill in our performance of the Portal Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement about which you notify us if this is necessary.

  2. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations. Our aim is that on completion of your online questionnaires, your Assessment Report should be available in the CAMS portal by the end of two business days. Our advice is designed to allow you to make considered and objective decisions. Given our advice is derived from the information you provide we will not provide any warrant of suitability.

Registration and password security

 

  1. When registering to use the CAMS service we set up a username and password for you.

  2. You are responsible for making sure that your password and any other account details are kept secure and confidential.

  3. If we have reason to believe there is likely to be a breach of security or misuse of the Portal through your account or the use of your password, we may notify you and require you to change your password, or we may suspend or terminate your account.

  4. Any personal information you provide to us as part of the registration process will be processed in accordance with our Privacy Policy available at https://www.digitaloversight.ai/privacy-policy

  5. We are not obliged to permit anyone to register with the Portal and we may refuse, terminate or suspend registration to anyone at any time.

Your obligations

  1. You must obtain any permissions, consents, licenses or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.

  2. If you do not comply with clause 34, we can terminate the Services.

  3. You must co-operate with us in all matters relating to the CAMS Portal service and provide us with all information required to perform the CAMS service.

  4. You have a duty to provide honest and complete responses to the CAMS online questionnaire in order that a fair presentation of the business’ Cyber Defences is made in the CAMS portal.

  5. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

 

Fees

 

  1. The fees for the CAMS service are provided upon request of the service, and at the date we accept the Order or such other price as we may agree in writing. Prices for CAMS service may be calculated on a fixed price or on a subscription basis.

  2. Fees and charges exclude VAT where applicable at the rate applicable at the time of the Order.

 

Cancellation and amendment

 

  1. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 7 days from the date of the quotation, (unless the quotation has been withdrawn, or extended in writing).

  2. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.

  3. If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavors to make any required changes and additional costs at our standard rates will be included in the Fees Schedule and invoiced to you for settlement in 7 days.

  4. If, due to circumstances beyond our control, including those set out in the clause 76 below, we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavors to keep any such changes to a minimum.

 

 

Payment

 

  1. We will invoice you for payment of the Fees either:

    • when we have completed the Services; or

    • on the invoice dates set out in the quotation.

  2. You must pay the Fees due within 7 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.

  3. Time for payment shall be of the essence of the Contract.

  4. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 7% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.

  5. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

  6. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.

  7. Receipts for payment will be issued by us only at your request.

  8. All payments must be made in British Pounds, US Dollars, or Euros unless otherwise agreed in writing between us.

 

 

Termination

  1. We can terminate the provision of the Services immediately if you:

    • commit a material breach of your obligations under these Terms and Conditions; or

    • fail to make payment of any amount due under the Contract on the due date for payment; or

    • are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or

    • enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

 

 

Intellectual property

 

  1. We reserve all copyright and any other intellectual property rights which may subsist in any Portal services supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

  2. The intellectual property rights in the Portal and in any text, images, video, audio or other multimedia content, software or other information or material submitted to or accessible from the Portal (Content) are owned by us and our licensors.

  3. We and our licensors reserve all our intellectual property rights (including, but not limited to, all copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world. This means, for example, that we remain owners of them and are free to use them as we see fit.

  4. Nothing in these Terms grants you any legal rights in the Portal or the Content other than as necessary for you to access it. You agree not to adjust, try to circumvent or delete any notices contained on the Portal or the Content (including any intellectual property notices) and in particular, in any digital rights or other security technology embedded or contained within the Portal or the Content.

  5. Trademarks are our trademarks and / or are trademarks of parties identified on our website and the portal. Other trademarks and trade names may also be used on the Portal or in the Content. Use by you deliberately or inadvertently of any trademarks on the Portal or in the Content is strictly prohibited unless you have our prior written permission.

 

Ownership and preservation of your materials

 

  1. We do not own any of the materials you provide to us (including feedback or suggestions) or post, upload, input or submit to any of our website or its Portal (collectively, your "Submissions").

  2. By posting, uploading, inputting, providing or submitting your Submission, you grant us, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their CAMS Portal service.

  3. By posting, uploading, inputting, providing or submitting your Submission, you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

  4. We reserve the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in our discretion.

  5. Any material that you may post to our Portal will be considered confidential and proprietary. We have a strict Data Classification and Management policy, and all client information is treated as Confidential and is not released to any external parties and is handled on a strictly need to know basis internally.

 

Submitting information to the Portal

 

  1. The processing, transmission, and storage of data is always conducted securely within a SOC 2 compliant environment. Policies and standards regarding security and privacy controls are available on request.

 

 

Accuracy of information and availability of the site

 

  1. We try to make sure that the Portal is accurate, up-to-date and free from bugs, but we cannot promise that it will be. Furthermore, we cannot promise that the Portal will be fit or suitable for any purpose. Any reliance that you may place on the information on the Portal is at your own risk.

  2. We may suspend or terminate access or operation of the Site at any time as we see fit with reasonable cause.

  3. While we try to make sure that the Portal is available for your use, we do not promise that the Portal will be available at all times or that your use of the Portal will be uninterrupted.

 

Hyperlinks and third-party Portals

 

  1. The Portal may contain hyperlinks or references to third party advertising. Any such hyperlinks or references are provided for your convenience only. We have no control over third party advertising and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third-party advertising does not mean that we endorse that third party’s products or services. Your use of a third-party Site may be governed by the terms and conditions of that third-party Portal and is at your own risk.

 

Infringing content

 

  1. We will use reasonable efforts to:

    • delete accounts which are being used in an inappropriate manner or in breach of these Terms; and

    • identify and remove any content that is inappropriate, defamatory, infringes intellectual property rights or is otherwise in breach of our Acceptable Use Policy when we are notified, but we cannot be responsible if you have failed to provide us with the relevant information.

  2. If you believe that any content which is distributed or published by the Portal is inappropriate, defamatory or infringing on intellectual property rights, you should contact us immediately using the contact details at the top of this page.

 

 

Liability and indemnity

 

  1. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.

  2. The total amount of our liability is limited to five times the total amount of Fees payable by you under the Contract but never more than the limit of our Professional Indemnity Insurance policy.

 

  1. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:

    • any indirect, special or consequential loss, damage, costs, or expenses or;

    • any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third-party claims; or

    • any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or

    • any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or

    • any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

  2. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment, real or digital, (including that belonging to third parties) caused by you or your agents or employees.

  3. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

 

Events beyond our control

 

  1. We are not liable to you if we fail to comply with these Terms because of circumstances beyond our reasonable control.

 

Disclaimer

 

  1. We warrant that we use reasonable care and skill in our performance of the Portal Services. We advise that the CAMS Assessment Report contents and recommendations are of an advisory nature only within the scope of the CAMS Portal framework. Any decisions taken based on these Reports is at your Risk and Discretion.

  2. We are not liable for any CAMS Assessment Report contents and recommendations if you failed, wittingly or unwittingly, to enter accurate and complete answers to the Portal questionnaires.

 

 

Communications

 

  1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

  2. Notices shall be deemed to have been duly given:

    • when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

    • when sent, if transmitted by email and a successful transmission report or return receipt is generated;

    • on the fifth business day following mailing, if mailed by national ordinary mail; or

    • on the tenth business day following mailing, if mailed by airmail.

  3. All notices under these Terms and Conditions must be addressed to the most recent address, or email address notified to the other party.

 

No waiver

 

  1. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

 

 

Severance

 

  1. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

 

No third-party rights

 

  1. No one other than us or you has any right to enforce any of these Terms.

 

 

Variation

 

  1. No changes to these Terms are valid or have any effect unless agreed by us in writing.

  2. We reserve the right to vary these Terms from time to time. Our updated Terms will be displayed on the Portal and by continuing to use and access the Portal following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these Terms from time to time to verify such variations

 

Law and jurisdiction

 

  1. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

    • The laws of England and Wales apply to these Terms, although if you are resident elsewhere you will retain the benefit of any mandatory protections given to you by the laws of that country.

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