Effective Date: [Date]
1. Acceptance of Terms
By accessing securaport.com or engaging Securaport for advisory services, you agree to these Terms of Service. If you do not agree, please do not use our website or services.
These terms constitute a binding legal agreement between you (the « Client » or « User ») and Securaport (the « Company, » « we, » or « us »).
2. Services Provided
2.1 Advisory Services: Securaport provides independent consulting and advisory services related to border security technology, including but not limited to:
- Strategic assessments and planning
- Technology vendor selection
- Procurement support and contract negotiation
- Implementation oversight and project management
- Compliance advisory and standards guidance
- Training and capacity building
2.2 Nature of Services: Our services are advisory in nature. We provide recommendations and guidance, but final decisions rest with the Client. We do not:
- Sell or license border security technology
- Accept commissions from technology vendors
- Guarantee specific outcomes (though we use best efforts)
- Provide legal advice (though we may coordinate with legal counsel)
2.3 Scope Definition: Specific services, deliverables, timelines, and fees are defined in individual Statements of Work (SOWs) or Service Agreements executed with each Client.
3. Engagement Process
3.1 Consultation: Initial consultations are provided at no charge to assess fit and define potential engagement scope.
3.2 Proposal: Following consultation, we provide a detailed proposal outlining:
- Scope of work and deliverables
- Timeline and milestones
- Fees and payment terms
- Team composition
- Terms and conditions
3.3 Agreement: Services commence upon execution of a signed Service Agreement or Statement of Work.
4. Fees and Payment
4.1 Fee Structure: Fees may be structured as:
- Fixed Fee: Agreed price for defined scope
- Time & Materials: Hourly or daily rates for actual time spent
- Retainer: Monthly fee for ongoing advisory services
- Success Fee: Performance-based compensation (rare, by agreement)
4.2 Payment Terms:
- Standard terms: 50% upon engagement start, 50% upon completion
- Monthly invoicing for retainer or long-term engagements
- Payment due within 30 days of invoice date
- Late payments subject to interest (1.5% per month or maximum allowed by law)
4.3 Expenses: Reasonable out-of-pocket expenses (travel, accommodation, materials) are reimbursed at cost or included in fee (per agreement).
4.4 Taxes: Fees exclude applicable taxes (VAT, GST, etc.), which are the Client’s responsibility unless exempt.
5. Client Responsibilities
5.1 Information and Access: Client agrees to provide:
- Timely access to relevant personnel, documents, and systems
- Accurate and complete information
- Reasonable cooperation and responsiveness
- Necessary approvals and decisions within agreed timeframes
5.2 Authority: Client represents that signatories have authority to bind their organization to agreements with Securaport.
5.3 Third-Party Cooperation: Client will facilitate our engagement with technology vendors, other consultants, and stakeholders as needed.
6. Confidentiality
6.1 Mutual Confidentiality: Both parties agree to maintain confidentiality of:
- Proprietary business information
- Technical specifications and designs
- Strategic plans and budgets
- Security assessments and vulnerabilities
- Personal data and sensitive information
6.2 Exceptions: Confidentiality obligations do not apply to information that:
- Is publicly available
- Was known prior to disclosure
- Is independently developed
- Must be disclosed by law or court order
6.3 Government Clients: We understand the sensitive nature of border security information and implement appropriate classified information handling procedures when required.
6.4 Duration: Confidentiality obligations survive termination of engagement for 5 years (or indefinitely for trade secrets and national security information).
7. Intellectual Property
7.1 Pre-Existing IP: Each party retains ownership of intellectual property existing prior to the engagement.
7.2 Work Product: Deliverables created specifically for Client under the engagement (reports, assessments, documentation) become Client property upon full payment.
7.3 Methodologies and Tools: Securaport retains ownership of proprietary methodologies, frameworks, and tools used in service delivery. Client receives a limited license to use these for internal purposes.
7.4 Residual Knowledge: Securaport may use general knowledge, experience, and skills gained during the engagement for other clients (without disclosing Client confidential information).
8. Warranties and Disclaimers
8.1 Professional Standards: We warrant that services will be performed:
- In a professional and workmanlike manner
- By qualified personnel with relevant expertise
- In accordance with industry standards and best practices
8.2 No Guarantee of Outcomes: While we use our best efforts, we do not guarantee:
- Specific outcomes or results
- Technology vendor performance
- Government approval of recommendations
- Project success (dependent on many factors beyond our control)
8.3 Disclaimer: EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED « AS IS » WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
9. Limitation of Liability
9.1 Cap on Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, SECURAPORT’S TOTAL LIABILITY ARISING FROM ANY ENGAGEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT FOR THAT SPECIFIC ENGAGEMENT.
9.2 Exclusion of Consequential Damages: WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY.
9.3 Exceptions: Limitations do not apply to:
- Gross negligence or willful misconduct
- Death or personal injury caused by our negligence
- Fraud or fraudulent misrepresentation
- Violations that cannot be limited by law
9.4 Third-Party Actions: We are not liable for actions or omissions of third parties (technology vendors, government agencies, other consultants).
10. Indemnification
10.1 Client Indemnity: Client agrees to indemnify and hold Securaport harmless from claims arising from:
- Client’s breach of this agreement
- Client’s use of our deliverables
- Third-party claims related to information Client provided
- Client’s implementation decisions
10.2 Securaport Indemnity: We agree to indemnify Client from third-party claims arising from:
- Our breach of this agreement
- Our gross negligence or willful misconduct
- Our infringement of third-party intellectual property rights
11. Term and Termination
11.1 Term: Agreement commences upon execution and continues until completion of services or earlier termination.
11.2 Termination for Convenience: Either party may terminate with 30 days written notice. Client pays for:
- Services performed to date
- Non-cancellable commitments made
- Wind-down costs
11.3 Termination for Cause: Either party may terminate immediately if the other:
- Materially breaches and fails to cure within 15 days
- Becomes insolvent or bankrupt
- Engages in fraud or illegal conduct
11.4 Effect of Termination: Upon termination:
- Client pays all amounts due for services rendered
- We deliver all completed work product
- Confidentiality and IP provisions survive
- Each party returns or destroys other’s confidential information (except as required by law)
12. Independent Contractor
Securaport is an independent contractor, not an employee, agent, partner, or joint venturer of Client. We control means and methods of service delivery. This agreement does not create employment relationship, partnership, or agency.
13. Vendor Independence
13.1 No Vendor Commissions: We do not accept commissions, fees, or other compensation from technology vendors. Our recommendations are based solely on Client’s best interests.
13.2 No Conflicts: We disclose any potential conflicts of interest and do not engage in activities that compromise our independence or Client’s interests.
14. Governing Law and Dispute Resolution
14.1 Governing Law: This agreement is governed by the laws of [Jurisdiction] without regard to conflict of law principles.
14.2 Dispute Resolution Process:
Step 1 – Negotiation:
14. Governing Law and Dispute Resolution (Continued)
14.2 Dispute Resolution Process:
Step 1 – Negotiation: Parties agree to first attempt to resolve disputes through good-faith negotiations between senior executives within 30 days of written notice.
Step 2 – Mediation: If negotiation fails, parties will engage in mediation with a mutually agreed mediator. Mediation costs shared equally. Either party may initiate mediation by written notice.
Step 3 – Arbitration: If mediation fails, disputes shall be resolved through binding arbitration under the rules of [ICC International Court of Arbitration / UNCITRAL / Other].
- Location: [City, Country – neutral location]
- Language: English
- Number of Arbitrators: One (for disputes under $500K) or Three (for larger disputes)
- Arbitrator Qualifications: Experience in government procurement and technology advisory
- Award: Final, binding, and enforceable in any court with jurisdiction
14.3 Exceptions to Arbitration: Either party may seek injunctive relief or specific performance in court for:
- Breach of confidentiality
- Intellectual property infringement
- Urgent matters requiring immediate relief
14.4 Class Action Waiver: Parties waive any right to pursue disputes on a class, consolidated, or representative basis.
15. Force Majeure
Neither party is liable for failure to perform due to circumstances beyond reasonable control including:
- Natural disasters (earthquakes, floods, pandemics)
- War, terrorism, civil unrest
- Government actions (embargoes, regulatory changes)
- Strikes, labor disputes
- Technology failures (internet outages, cyberattacks not caused by negligence)
Obligations:
- Affected party must notify the other promptly
- Use reasonable efforts to minimize impact
- Resume performance when circumstances permit
- If force majeure exceeds 90 days, either party may terminate without penalty
16. Assignment
16.1 No Assignment by Client: Client may not assign this agreement without our prior written consent (not unreasonably withheld).
16.2 Assignment by Securaport: We may assign to:
- Affiliate or subsidiary companies
- Successor entity in merger, acquisition, or sale
- Subcontractors for specific tasks (we remain responsible for their performance)
17. Subcontractors and Team
17.1 Use of Subcontractors: We may engage qualified subcontractors or partner firms to deliver specialized services, subject to:
- Our supervision and management
- Same confidentiality obligations
- Client approval for key personnel (if specified in SOW)
17.2 Team Changes: We make reasonable efforts to maintain team continuity but may substitute personnel due to availability, with comparable qualifications.
18. Insurance
Securaport maintains appropriate insurance coverage including:
- Professional liability / Errors & Omissions insurance ($2M+ coverage)
- General liability insurance
- Cyber liability insurance
- Workers’ compensation (where required)
Certificates of insurance available upon request.
19. Compliance with Laws
19.1 General Compliance: Both parties agree to comply with all applicable laws, regulations, and industry standards.
19.2 Anti-Corruption: We comply with anti-corruption laws including:
- US Foreign Corrupt Practices Act (FCPA)
- UK Bribery Act
- Local anti-corruption legislation
We do not offer, pay, or accept bribes, kickbacks, or improper payments. Client represents that engaging us does not violate any anti-corruption laws.
19.3 Sanctions Compliance: We comply with international sanctions and export control laws (UN, US, EU). We do not provide services to sanctioned countries, entities, or individuals without proper authorization.
19.4 Data Protection: We comply with applicable data protection laws including GDPR, and implement appropriate technical and organizational measures to protect personal data.
20. Marketing and Publicity
20.1 Confidential by Default: We do not disclose client relationships without prior written consent.
20.2 With Permission: With Client approval, we may:
- List Client as a reference customer (name and country only)
- Develop case studies (anonymized or with specific approval)
- Use project for marketing purposes (general description, no confidential details)
20.3 Testimonials: Client may provide testimonials voluntarily. We will not use without written permission specifying approved text and attribution.
21. Entire Agreement
21.1 Complete Agreement: This Terms of Service, together with any executed Service Agreement or Statement of Work, constitutes the entire agreement between parties and supersedes all prior negotiations, representations, or agreements.
21.2 Amendments: Modifications must be in writing and signed by authorized representatives of both parties.
21.3 Order of Precedence: In case of conflict between documents:
- Executed Service Agreement / Statement of Work
- These Terms of Service
- Proposal documents
22. Severability
If any provision is found invalid or unenforceable, the remaining provisions remain in full effect. Invalid provisions will be modified to the minimum extent necessary to make them valid while preserving original intent.
23. Waiver
Failure to enforce any provision does not constitute waiver of that provision or any other provision. Waiver of any breach does not waive subsequent breaches.
24. Notices
24.1 Method: All notices must be in writing and delivered by:
- Email (with confirmation of receipt)
- Registered mail / courier
- Hand delivery
24.2 Addresses: To Securaport:
- Email: legal@securaport.com
- Address: [Physical Address]
To Client: As specified in Service Agreement
24.3 Effective Date: Notices are effective upon receipt (email) or 3 business days after mailing.
25. Survival
The following provisions survive termination or expiration:
- Fees and Payment (amounts due)
- Confidentiality (5 years or indefinitely for sensitive matters)
- Intellectual Property
- Warranties and Disclaimers
- Limitation of Liability
- Indemnification
- Governing Law and Dispute Resolution
26. Language
This agreement is executed in English. Any translations are for convenience only. In case of discrepancy, the English version prevails.
27. Counterparts and Electronic Signatures
This agreement may be executed in counterparts, each constituting an original. Electronic signatures (DocuSign, Adobe Sign, etc.) are valid and binding.
28. Relationship of Parties
Nothing in this agreement creates:
- Employment relationship
- Partnership or joint venture
- Agency relationship (neither party is authorized to bind the other)
- Franchise or licensing relationship
29. Third-Party Beneficiaries
This agreement is solely between Securaport and Client. No third parties have rights under this agreement (except permitted successors and assigns).
30. Contact Information
For Legal Matters: Email: legal@securaport.com Phone: [Number]
For Service Questions: Email: info@securaport.com Phone: [Number]
For Billing Questions: Email: billing@securaport.com Phone: [Number]
Acceptance
By using our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.
Last Updated: [Date]