Terms & Conditions

These Terms and Conditions ("Terms") govern your access to and use of the website, software platforms (CIPHER QHSE, CIPHER GRC), and professional services offered by CIPHER Proactive Solutions ("CIPHER", "we", "our", or "us"), registered at 128 City Road, London, EC1V 2NX, United Kingdom. By accessing our website, registering for our platforms, or engaging our services, you ("Client", "User", "you") agree to be bound by these Terms. If you do not agree, you must cease using our services immediately. These Terms form a legally binding agreement between you and CIPHER Proactive Solutions.

"Services" means the QHSE and GRC software platforms, consulting, training, and advisory services provided by CIPHER. "Platform" means CIPHER QHSE and/or CIPHER GRC software-as-a-service applications. "Client" means any organisation or individual that has entered into a service agreement with CIPHER. "User" means any individual authorised by a Client to access and use the Platform. "Confidential Information" means any non-public information disclosed by either party. "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.

3.1 Scope of Services CIPHER provides integrated management system consulting, audit readiness, risk management, governance, and AI-powered software platforms. The specific scope of services is defined in each Client's Statement of Work (SOW) or Service Agreement. 3.2 Professional Services Our consulting and training services are delivered by qualified professionals. CIPHER reserves the right to assign qualified personnel at its discretion while maintaining service quality standards. 3.3 Software Platform Access Access to CIPHER QHSE and CIPHER GRC platforms is granted on a subscription basis. Platform features, user limits, and support levels are defined in the applicable subscription plan. 3.4 Service Modifications CIPHER reserves the right to modify, update, or discontinue any aspect of the Services with reasonable prior notice to Clients. Material changes that affect core functionality will be communicated at least 30 days in advance.

You agree to: • Provide accurate, current, and complete information when registering or engaging our services • Maintain the confidentiality of your account credentials and notify us immediately of any unauthorised access • Use the Services only for lawful purposes and in accordance with these Terms • Ensure all Users within your organisation comply with these Terms • Cooperate with CIPHER personnel and provide timely access to information necessary to deliver services • Not reverse engineer, decompile, or attempt to derive source code from our Platform • Not use the Platform to transmit malicious code, spam, or unlawful content • Maintain adequate data backups for your own records

5.1 CIPHER Intellectual Property All intellectual property rights in the Services, Platform, software, documentation, methodologies, frameworks, reports, and related materials are and shall remain the exclusive property of CIPHER Proactive Solutions. Nothing in these Terms transfers any IP rights to the Client. 5.2 Client Data You retain ownership of all data, content, and information you upload or input into the Platform ("Client Data"). You grant CIPHER a limited, non-exclusive licence to process Client Data solely for the purpose of delivering the Services. 5.3 Feedback Any feedback, suggestions, or recommendations you provide regarding our Services may be used by CIPHER without restriction or compensation. 5.4 Deliverables Work product, reports, and deliverables prepared exclusively for a Client under a specific SOW are licensed to that Client upon full payment, unless otherwise agreed in writing.

6.1 Fees Fees for Services are set out in the applicable proposal, SOW, or subscription agreement. All fees are quoted in the agreed currency and are exclusive of VAT or applicable taxes unless stated otherwise. 6.2 Payment Terms Invoices are due within 30 days of the invoice date unless otherwise agreed in writing. Late payments will incur interest at 8% per annum above the Bank of England base rate, as permitted under the Late Payment of Commercial Debts (Interest) Act 1998. 6.3 Subscription Renewals Platform subscriptions renew automatically at the end of each billing period unless cancelled in writing at least 30 days before the renewal date. 6.4 Disputed Invoices If you dispute an invoice in good faith, notify us in writing within 14 days of receipt, and we will work to resolve the dispute promptly. Undisputed amounts remain due by the payment deadline.

Each party agrees to: • Keep the other party's Confidential Information strictly confidential • Not disclose Confidential Information to any third party without prior written consent • Use Confidential Information solely for the purpose of performing obligations under these Terms • Apply the same standard of care to protect Confidential Information as it applies to its own confidential materials, but no less than reasonable care These obligations survive termination of the agreement for a period of five (5) years. Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

Both parties agree to comply with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018. CIPHER acts as a Data Processor in relation to Client Data processed through the Platform. The Client acts as the Data Controller. A Data Processing Agreement (DPA) is available upon request and forms part of the agreement where personal data is processed. CIPHER will implement appropriate technical and organisational security measures to protect Client Data and will notify the Client of any confirmed personal data breach without undue delay.

9.1 CIPHER Warranties CIPHER warrants that: • It has the right and authority to enter into these Terms • The Services will be performed with reasonable skill and care by qualified personnel • The Platform will materially conform to its documentation during the subscription term 9.2 Disclaimer EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, CIPHER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CIPHER DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED. 9.3 Client Warranties You warrant that you have the authority to enter into these Terms and that your use of the Services will comply with all applicable laws and regulations.

10.1 Exclusion of Consequential Loss To the fullest extent permitted by law, CIPHER shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, goodwill, or business opportunities, even if advised of the possibility of such damages. 10.2 Cap on Liability CIPHER's total aggregate liability to you for all claims arising under or in connection with these Terms shall not exceed the total fees paid or payable by you to CIPHER in the twelve (12) months immediately preceding the event giving rise to the claim. 10.3 Essential Basis The parties acknowledge that the limitations in this clause reflect a fair allocation of risk and form an essential basis of the agreement between them.

You agree to indemnify, defend, and hold harmless CIPHER Proactive Solutions, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: • Your breach of these Terms • Your violation of any applicable law or regulation • Your infringement of any third-party rights • Any content or data you upload to the Platform

12.1 Term These Terms remain in effect for the duration of your engagement with CIPHER, including during any active subscription or service period. 12.2 Termination for Cause Either party may terminate the agreement with immediate effect by written notice if the other party materially breaches these Terms and fails to remedy the breach within 30 days of written notice. 12.3 Termination for Insolvency Either party may terminate immediately if the other party becomes insolvent, enters administration, or makes an arrangement with creditors. 12.4 Effect of Termination Upon termination: (a) all licences granted cease immediately; (b) you must cease use of the Platform; (c) each party must return or destroy the other's Confidential Information upon request; (d) all outstanding fees become immediately due and payable. Clauses relating to IP, confidentiality, liability, and governing law survive termination.

CIPHER shall not be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure results from events beyond its reasonable control, including acts of God, natural disasters, pandemics, governmental actions, war, civil unrest, power failures, or internet disruptions. CIPHER will notify you promptly of any such event and use reasonable endeavours to resume performance as soon as practicable.

These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. The parties agree to attempt to resolve any dispute informally through good-faith negotiations for a period of 30 days before commencing formal proceedings. Any unresolved disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales, to which both parties irrevocably submit.

15.1 Entire Agreement These Terms, together with any applicable SOW, DPA, or subscription agreement, constitute the entire agreement between the parties and supersede all prior representations, negotiations, or understandings. 15.2 Amendments CIPHER may update these Terms from time to time. We will provide at least 30 days' notice of material changes. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. 15.3 Waiver Failure to enforce any provision of these Terms shall not constitute a waiver of that or any other provision. 15.4 Severability If any provision is found to be unenforceable, the remaining provisions shall continue in full force and effect. 15.5 Assignment You may not assign or transfer any rights or obligations under these Terms without CIPHER's prior written consent. CIPHER may assign its rights in connection with a merger, acquisition, or sale of assets. 15.6 Notices All formal notices under these Terms must be in writing and sent to the addresses specified in the applicable service agreement or to info@cipherproactive.com.

For any questions regarding these Terms and Conditions, please contact: CIPHER Proactive Solutions 128 City Road, London, EC1V 2NX, United Kingdom Email: info@cipherproactive.com Phone: +44 7472 134 193