Terms&ConditionsNotice

1. GOVERNING AGREEMENTS.

The use of the software and/or hardware, managed services, hosted/SaaS, professional services, and/or the maintenance services listed on this Statement of Work, Quote, Invoice and/ or Proforma Invoice (collectively the ‘Products’), are subject to:
For Customers, Channel Partners, and/or MSSP, the Governing Agreement(s) for the Products shall be the applicable Gambit Cyber BV agreement(s) located at our website that is in effect on the date of the first signature of the Statement of Work, Quote, Invoice, and/or Proforma Invoice.
For the avoidance of doubt, in the event of any conflicts between the terms of Statement of Work, Quote, Invoice, and/or Proforma Invoice and the Governing Agreement(s), these Terms and Conditions shall control. The terms and conditions of any purchase order or similar document provided by Customer, Channel Partner, and/or MSSP, including but not limited to, any pre-printed terms thereon and any terms that add to, are inconsistent or conflict with the Governing Agreement(s) and/or these Terms and Conditions, shall be null and void and of no legal force or effect.

2. STATEMENT OF WORK, QUOTES, INVOICES, PROFORMA INVOICES

• These terms and conditions apply to any Statement of Work, Quote, Invoice and/or Proforma Invoice that Gambit Cyber BV sends to or is accepted by the Customer, Channel Partner, and/or MSSP.
• Each Statement of Work, Quote, Invoice and/or Proforma Invoice incorporates, is subject to, and is governed by, these terms and conditions. Any acceptance by the Customer, Channel Partner and/or MSSP is deemed acceptance of these terms and conditions exclusively, and no other conditions, terms, qualifications, variations, departures or waivers, express or implied, contained in any other document provided by any party other than Gambit Cyber BV can apply or be incorporated.
• To accept a Statement of Work, Quote, Invoice, and/or Proforma Invoice, the Customer, Channel Partner, and/or MSSP must sign and return to Gambit Cyber BV the Statement of Work, Quote, Invoice, and/or Proforma Invoice. A Statement of Work, Quote, Invoice, and/or Proforma Invoice binds the parties when the Customer, Channel Partner, and/or MSSP provides a signed copy (Digital Acceptance or Ink Signatures) to Gambit Cyber BV.
• No request, order, confirmation, shipment or delivery docket or other document or terms or conditions issued by or on behalf of the Customer, Channel Partner, and/or MSSP at any time in relation to the Products or Services will have any legal effect to vary, and the Customer, Channel Partner and/or MSSP releases Gambit Cyber BV from any claim relating to any such variation of, these terms and conditions or any Statement of Work, Quote, Invoice, and/or Proforma Invoice.

3. SUPPLY OF PRODUCTS & PERFORMANCE OF SERVICES

• Gambit Cyber BV shall use its best endeavours to deliver, or arrange for the delivery of, the Products and Services to the specified location by the delivery date set out in the Statement of Work, Quote, Invoice, and/or Proforma Invoice.
• Unless specified to the contrary, delivery of Products and Services by Gambit Cyber BV is deemed effected upon delivery or arrival of the Products & Services at the location specified in a Statement of Work, Quote, Invoice, and/or Proforma Invoice.
• The Customer, Channel Partner, and/or MSSP must perform all obligations that may be prescribed in the Statement of Work, Quote, Invoice, and/or Proforma Invoice as the obligations.

4. WARRANTIES

• The Customer, Channel Partner, and/or MSSP warrants that all information provided to Gambit Cyber BV was, and continues to be, to the best of the Customer’s, Channel Partner’s, and/or MSSP’s knowledge, truthful and accurate and has not omitted and will not omit to declare anything that it knew, or should reasonably have known and the Customer, Channel Partner, and/or MSSP releases Gambit Cyber BV from any obligation to supply any Product or Service, and indemnifies Gambit Cyber BV against, and must pay to Gambit Cyber BV on demand the amount of any claim by Gambit Cyber BV arising out of or in connection with any such breach.
• Gambit Cyber BV warrants that the Products and Services will be free from defects in design, workmanship and materials and will be fit for the particular purpose (if any) expressly described in the Statement of Work, Quote, Invoice, and/or Proforma Invoice and Gambit Cyber BV will provide the Products and Services promptly, diligently, in a professional manner and with due care and skill.

5. EXPORT LAW

All orders submitted via the Gambit Cyber BV system must be compliant with export economic sanctions laws and regulations of the U.S., EU and other applicable jurisdictions, including, but not limited to the following:

• All information submitted by the Customer, Channel Partner, and/or MSSP in connection with an Order must be accurate and thorough, including the Customer’s, Channel Partners, and/or MSSP’s correct legal name (void of acronyms), address and other required information in Gambit Cyber BV’s system. Customers, Channel Partners, and/or MSSP’s represents and warrants that it is not the subject or target of, and that it is not located in a country or territory that is the subject or target of, economic sanctions.
• Channel Partners, and/or MSSPs agrees that, in connection with the Order, and any products or services in connection with the Order, you will not contract with or otherwise do business with any individual, company, organization or other entity, or with, in or involving any country or territory that is the subject or target of any government sanctions or trade embargoes or otherwise identified on a list of prohibited, sanctioned, debarred, or denied parties, including but not limited to those imposed, administered or enforced from time to time by the U.S. government through the Office of Foreign Assets Control (‘OFAC’) of the U.S. Department of the Treasury, the Bureau of Industry and Security (‘BIS’) of the U.S. Department of Commerce, or the U.S. Department of State, the European Union, or Her Majesty’s Treasury of the United Kingdom (collectively, ‘Sanctions’), without having first obtained any required license or other government authorization or in any manner which would result in a violation of Sanctions by you or us.
• Channel partner, and/or MSSP’s has adequate policies and procedures in place to ensure that, and will ensure that, the products, software and services provided in connection with the Order will not be exported, re-exported, sold, leased or otherwise transferred to, or utilized by, an end-user engaged in any of the following activities: (i) activities related to weapons of mass destruction, including any activities related to the design, development, production or use of: (A) nuclear weapons, materials or facilities; (B) missiles or the support of missile projects; or (C) chemical or biological weapons; (ii) terrorist activities; (iii) military end uses in or connected with certain government owned or controlled corporations of such countries as identified by U.S. and other applicable government licensing authorities; (iv) exploration or production of oil and gas in Arctic, deepwater (greater than 500 feet), or shale formations in Russia or in, by, or with Russian companies, territories, or any other entities as identified by BIS and/or OFAC.
• Customer, Channel Partner, and/or MSSP agrees to provide and enter in / share with Gambit Cyber BV Systems all required fields regarding the end-user of the products or services in connection with the Order, including name and/or address as applicable (excluding stocking or hosting orders where such information is not knowable) and attests to the fact that the end-user meets the requirements set forth above.

6. ORDERS

All orders are subject to credit approval. Customers, Channel Partners, and/or MSSPs shall be liable for Gambit Cyber BV’s lost profits and reimbursement of costs incurred and related obligations applicable to orders cancelled by the Customer, Channel Partner, and/or MSSP including but not limited to all materials procured by Gambit Cyber BV after acceptance of the order and/or in connection with the order. All order changes by the Customer, Channel Partner, and/or MSSP are subject to acceptance by Gambit Cyber BV. Gambit Cyber BV reserves the right to revise the quoted price when such changes result in additional costs.

7. DELIVERY

Unless otherwise specified, the price quoted in Statement of Work, Quote, Invoices, and/or Proforma Invoices is for a single shipment, without storage, F.O.B. Gambit Cyber BV place of manufacture. Pricing is based on continuous and uninterrupted delivery of the complete order. Charges for delivery of materials and supplies from the Customer, Channel Partner, and/or MSSP to Gambit Cyber BV or from the Customer’s, Channel Partner’s, and/or MSSP’s supplier to Gambit Cyber BV are not included in the Statement of Work, Quotes, Invoices, and/or Proforma Invoices unless specified. Title and risk of loss of finished work passes to the Customer upon delivery to the carrier.

8. CLAIMS/LIENS

Claims for defects, damages or shortages must be made by the Customer, Channel Partner, and/or MSSP in writing no later than 30 calendar days after delivery. If no such claim is made, the materials (Product and Services) shall be deemed accepted. By accepting the materials (Product and Services), the Customer acknowledges that Gambit Cyber BV performance has fully satisfied all terms, conditions, and specifications. As security for payment of any sum due under the terms of an order, Gambit Cyber BV reserves the right to hold and place a lien on all Customer, Channel Partner, and/or MSSP property in Gambit Cyber BV’s possession. This right applies even if credit has been extended, notes have been accepted, trade acceptances have been made, or payment has been guaranteed. If payment is not made, the Customer, Channel Partner, and/or MSSP is liable for all collection costs incurred including court costs and reasonable attorney fees.

9. TAXES

All amounts due for taxes, duties, tariffs and assessments will be added to the Customer’s, Channel Partner’s, and/or MSSP’s invoice and are the responsibility of the Customer, Channel Partner, and/or MSSP. No tax exemption will be granted unless the Customer’s, Channel Partners, and/or MSSP’s current tax exemption certificate or other official proof of exemption accompanies the purchase order.

10. TERM

Notwithstanding anything to the contrary in the Statement of Work, Quote, Invoice, and/or Proforma Invoice or the Governing Agreement(s), whether stated in a section entitled ‘Grant of License’ or elsewhere, no perpetual licenses are granted to Customer for the use of the Products and the following provisions shall apply:
The initial term granted by Gambit Cyber BV to Customer, Channel Partner, and/or MSSP to use the Products (the ‘Initial Term’) shall commence on the effective date of the Quote and remain in effect for (i) the period stated in the Quote; or (ii) where no such period is so stated for one (1) years, unless sooner terminated in accordance with the Governing Agreement(s). The Initial Term shall automatically renew for additional one (1) year terms (each a ‘Renewal Term’), unless Gambit Cyber BV or Customer, Channel Partner, and/or MSSP provides notice of non-renewal at least 90 days prior to such renewal date. The renewal rate will be at the same discount based on the then current price list.

11. TERMINATION FOR CONVENIENCE

No rights of termination for convenience will apply during the Initial Term or any Renewal Term, and any provisions to the contrary in the applicable Governing Agreement(s) will be deemed amended to give effect to this provision. The license/use rights granted hereunder shall not survive termination of the Governing Agreement(s) and such Agreement(s) are deemed amended to give effect to this provision.

12. PRICING AND PAYMENT

The ‘Net Price’ listed on the first page of the Statement of Work, Quote, Invoice, and/or Proforma Invoice in the applicable row of the ‘Products’ and ‘Services’ table shows the total amount that Customer, Channel Partner, and/or MSSP shall pay for the license/use of Products for the Initial Term and the payment method. Payment methods include Prepay Quarterly in Advance. Unless otherwise set forth in the Governing Agreement(s), payment terms are net 30 days from the date of Gambit Cyber BV’s invoice.

13. PRICE ADJUSTMENTS

Upon notice and consent of Customer, Channel Partner, and/or MSSP, but not more than once a year, the fees set forth in the applicable Statement of Work, Quote, Invoice, and/or Proforma Invoice may be subject to an adjustment based upon increases in the most current published Consumer Price Index (‘CPI’) for the previous twelve-month period. This increase will be in addition to any other increases. Failure for Customer, Channel Partner, and/or MSSP to consent to the CPI increase may result in a termination by Gambit Cyber BV.

14. BROKERAGE PRODUCTS

Periodically, Gambit Cyber BV may offer to supply or license certain products that are made by a third-party manufacturer/supplier and not Gambit Cyber BV (‘Brokerage Products’), and will be identified on the Statement of Work, Quote, Invoice, and/or Proforma Invoice using ‘Brokerage’ or a similar descriptor. Notwithstanding any other provisions, Brokerage Products are subject to the standard license, warranty, indemnity or support terms of the third-party manufacturer/supplier (collectively referred to as ‘Third Party Terms’), or an applicable agreement between Customer, Channel Partner, and/or MSSP and such manufacturer/supplier and are otherwise provided by Gambit Cyber BV on an ‘AS IS’ basis. Gambit Cyber BV shall assist Customers to obtain such Third-Party Terms from the third-party manufacturer by providing registration information to such third parties. Customer, Channel Partner, and/or MSSP shall not bring any warranty or indemnity claims against Gambit Cyber BV in relation to Brokerage Products. In no event shall Gambit Cyber BV be liable to Customer, Channel Partner, and/or MSSP for any damages that in any way arise out of or relate to any Brokerage Products.

15. GOVERNING LAW AND JURISDICTION

Any dispute or claim (including non-contractual disputes or claims) arising shall be governed by and construed in accordance with the Dutch law of Netherlands. Each Party irrevocably agrees that the courts of Netherlands shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the agreement or its subject matter or formation.

16. MARKETING

To the extent that the Statement of Work, Quote, Invoice, and/or Proforma Invoice offers to license/provide Gambit Cyber BV Products and Services, Gambit Cyber BV may identify Customer for reference purposes and use Customer’s logo in its marketing material.