Terms and Conditions

Last update: 18 March 2022

1. Please read the following terms of service (“Terms of Service”) carefully before you start to use the services.

2. GENERAL

a. These Terms of Service regulate access to and use of the products and services through our web-based platform https://cibernetica.io / (“Services”) made available by Astaria Sec Limited , registered with company number 11600048, and whose registered office is at 54 St. James Street, Liverpool, United Kingdom, L1 0AB,  (“Cibernetica“).

b. For access to our website terms and conditions of use
https://cibernetica.io /general-terms-of-use.


c. Cibernetica shall process your personal data (including special categories of data) that it collects from you as a consequence of your registration to use the Platform and/or your use of the Services in accordance with its privacy policy for access to our Privacy policy https://cibernetica.io /privacy-policy.

d. For access to our Acceptable Use Policy https://cibernetica.io /acceptable-use-policy.

e. This website uses cookies. For access to our Cookie Policy https://cibernetica.io /cookie-policy.

f. Your access to, registration of a Cibernetica Account, and use of the Services confirm your agreement to and constitute your deemed acceptance of these Terms of Service and any policies referenced in these Terms of Service. You agree to comply with these Terms of Service and any updates to these Terms of Service as may be published from time to time.

g. This current version of the Terms of Service replaces any former Terms of Service published by Cibernetica.  

h. Cibernetica reserves the right to update the Terms of Service at any time, such updated Terms of Service will take effect from the date they are posted at https://cibernetica.io /terms-and-conditions.  Your continued access to and/or use of the Services after any such update will constitute your deemed acceptance of such updated Terms of Service.

i. Supplementary terms and conditions may apply to certain Services, Projects or Clients and you will be notified of such supplementary terms and conditions in connection with the relevant Services, if applicable (“Supplemental Terms”).  Any Supplemental Terms will be considered an integral part of these Terms of Service and any Agreement to the extent applicable to the relevant Services.

j. For any Freelancer, acceptance of a Project via a Booking Confirmation shall be deemed acceptance by the Freelancer of the Booking Terms (as applicable).

k. In the event of any conflict between these Terms of Service and other terms and conditions, policies, and agreements referenced herein, the following order will prevail (unless otherwise agreed in the Supplemental Terms or any Booking Confirmation and which expressly waives this provision):
1. Supplemental Terms
2. Terms of Service
3. Booking Terms
4. Booking Confirmation
5. Policies

l. Cibernetica may with immediate effect terminate the contractual relationship with you and cease offering you the Services, or generally cease offering you or deny your access to the Services or any portion thereof at any time and for any reason and without payment of compensation to you.

m. The capitalised terms referred to in these Terms of Service have the following meanings:

“Agreement” the agreement entered into between the Client and the Freelancer for a Booking comprising the Booking Confirmation, the Booking Terms, any Supplemental Terms, and these Terms of Service.

“Booking” any Project accepted by the Freelancer via the Platform.

“Booking Confirmation” the electronic document which confirms the specific details of the Booking agreed between the Client and Freelancer to be delivered by the Freelancer including the Freelancer fees.

“Booking Terms” the terms and conditions of engagement for Freelancers for a Project as set out in a Booking Confirmation.

“Booking Fees” the fees payable to the Freelancer for the Freelance Services as described in the Booking Confirmation.

“Client” the user creating a Client profile for the purpose of offering a Project by use of the Services.

“Commissions” the fees payable by the Client to Cibernetica for the Services.

“Confidential Information” any and all confidential commercial, financial, marketing, technical or other information or data of whatever nature relating to the Client and their business or affairs (including but not limited to data, records, reports, agreements, research and development, manufacturing, marketing strategies and tactics, production or design secrets, specifications, know-how, trade secrets, Inventions and other information concerning the Project) in any form or medium, whether in writing, orally or by any other means, together with any reproductions of such information in any form or medium or any part(s) of such information.

“Cibernetica Account” the Cibernetica profile area created by a Client or Freelancer, accessible through the Platform, including settings, invoices, and your account where funds are made available to withdraw.

“Dialogue” any communication initiated via the Services between the Client and the Freelancer concerning the Freelancer’s performance of one or more Project for the Client.

”DP Legislation” the General Data Protection Regulations (2016/679) (GDPR), the Data Protection Act 2018, as amended and all applicable laws and regulations relating to the processing of personal data (defined in GDPR) and privacy, including where applicable the guidance and codes of practice issued by the UK supervisory regulatory body.

“Freelancer” the user creating a Cibernetica Account for the purpose of bidding for and accepting a Project whether as a self-employed individual or through a legal entity (determined on a Booking by Booking basis and in accordance with the accepted engagement models pursuant to the Booking Terms) through the Platform.

“Freelance Services” the services to be performed by a Freelancer for a Project and which includes any deliverables.

“Intellectual Property Rights” patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Invention”any invention, idea, discovery, development, improvement or innovation made by the Freelancer and/or any Representative during the Project, whether or not patentable or capable of registration, and whether or not recorded in any medium.

Personnel”any personnel of the Freelancer and includes any substitute and/or sub-contractor utilised in the performance of a Booking.

Platform”the web-based online platform operated by Cibernetica at www.cibernetica.io

Policies”the privacy policy, our website terms of use, and other policies of Cibernetica set out or otherwise referred to in these Terms of Service or any Agreement.

”Project” means
i) any assignment, job or project offered by the Client to the Freelancers via the Services and includes any renewal or extension of the same; and
ii) any assignment, job or project of the same type as a Project which is agreed between the Client and the Freelancer following a prior Dialogue via the Services (“Subsequent Project“).
“Project Posting Fee” the fee of [£X] payable by the Client to Cibernetica on posting a Project on the Platform.
“you” the Client and/or the Freelancer (as applicable) and “your” shall have a corresponding meaning.

n. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, CIBERNETICA WILL NOT GRANT YOU AUTHORISED ACCESS TO THE SERVICES, AND YOU MUST IMMEDIATELY DISCONTINUE YOUR UNAUTHORISED USE OF THE SERVICES.

3. THE SERVICES
a. The Services are offered and delivered through the Platform, which has been designed and developed by Cibernetica.  
b. The Platform allows the Client to specify its requirements for upcoming Projects, review potential Freelancers and facilitates invoicing and payments to be administered between the Client and Freelancer.  
c. The Platform allows Freelancers with appropriate skills and experience, as determined by the Platform, to view and bid for Projects offered by a Client and for a Client and Freelancer to enter into an Agreement for the performance of a Project.
d. In consideration of the use of the Platform, the Client shall pay Cibernetica the Commission.
e. As a strict condition of the use of the Services, and in particular access and use of the Platform, the Client and Freelancer will ensure that all Projects offered to, and Projects accepted by, the Freelancer are facilitated exclusively through the Platform.
f. The Client and Freelancer will ensure that all Projects are invoiced and paid through the Platform pursuant to clause 13 (Invoicing and Payment via the Platform) below.  This includes any extensions of Projects, and any Subsequent Projects.
g. Projects facilitated (or attempted to be facilitated) outside of the Platform and/or payments made (or attempted to be made) outside of the Platform will be treated as a material breach of these Terms of Service, unless otherwise prior agreed in writing by Cibernetica.  Should you seek to or otherwise attempt to circumvent the Platform, Cibernetica reserves the right to suspend your use of the Platform and/or immediately terminate your access to the Services, including your access to the Platform and without prejudice to and in addition to the other rights and remedies of Cibernetica under these terms, or by law, a penalty fee of £5,000 shall be payable to Cibernetica by the Client for any breach of clause 3(e) and/or 3(f) of these Terms of Service.
h. You acknowledge and accept that Cibernetica does not provide freelance services nor does it function as a consulting, recruitment or temporary work agency or employment business and that any freelance services that are provided in connection with the Services are provided by Freelancers who are independent third party contractors and are not employed by Cibernetica or any of its associates.

4. CIBERNETICA ACCOUNTS – CLIENT AND FREELANCER

a. In order to use the Services and have full access to the Platform, you must register a Cibernetica Account and comply with the requirements of retaining and administering a Cibernetica Account as set out below.
b. You must choose a strong password for your Cibernetica Account, consisting of a combination of lowercase and uppercase letters, numbers and symbols.  It is your responsibility to keep your password safe.  You must not share your Cibernetica Account with any person.
c. If you believe your Account is being used without your permission, or your Cibernetica Account password has been compromised, please contact us immediately on [ADDRESS].  We will not be liable for any unauthorised use of your Cibernetica Account.
d. You agree that your Cibernetica account is non-transferable and may not be assigned or licensed to any third party. You agree to not grant access to your Cibernetica Account to any third party.
e. You are not entitled to offer or accept any Project on behalf of any third party.
f. You must ensure that you provide correct, complete and up-to-date information on registering your Cibernetica Account, and you warrant, represent and undertake to ensure that your account information is kept updated at all times.
g. You are responsible for all activities on your Cibernetica Account and keeping your information up to date and accurate and you shall at all times and comply with our terms of use for our website at [TERMS OF USE].
h. You will receive alerts and emails to the email address registered to your Cibernetica Account for the purpose of administering the Services, giving notices and updates regarding the Services, service communications for Project, and news about Cibernetica upon registering your Cibernetica Account.  You can opt-out of these alerts and e-mails with the exception of communications which are critical to the use of the website and/or the provision of the Services via the Platform.  Please see our Privacy Policy for further information.

FREELANCER ACCOUNTS
i. You may only register for a Cibernetica Account if you are at least 18 years old, hold a valid email address, and possess full legal capacity.  You will be required to verify your identity and email address upon registration.  Cibernetica will require you to participate in any additional registration checks as it deems necessary in its sole discretion.
j. You may only register for one Cibernetica Account, which must be a personal account, although the Freelancer may trade through their company, as a sole trader, or through a payroll intermediary for a Project.
k. As a Freelancer, you accept that you may be required to provide additional information required by the Client or Cibernetica for a Booking and which may be required to be verified.
l. If the information in your Cibernetica Account is not correct, complete and up-to-date, for instance if you as a Freelancer have not disclosed payment details or valid company registration number for your Client, Cibernetica may restrict your access to the Services, or cease offering you Services or deny your access to the Services, and which may involve Cibernetica terminating any Projects you are working on.

CLIENT ACCOUNTS
m. A Client may only register for one Cibernetica Account, which must be a corporate account, registered through its nominated employee or agent (who must have authority to bind the Client to the Services and these Terms of Service), although the Client may register additional employees as authorised personnel to its user profile to access the Cibernetica Account for use of the Services.

5. THE PROJECT PROCESS

a. By posting the Project via the Services, and by accepting these Terms of Service, the Client represents and warrants to Cibernetica and the Freelancer that:
i. it has the required authority to offer the Project and/or has full authority to enter into the Agreement and thereby offer the Project to the Freelancer; and
ii. the Project is accurately and adequately specified and described in the Project posting on the Platform.
b. By bidding and accepting the Project, the Freelancer represents and warrants to Cibernetica and the Client that it has the required authority to accept the Project, has the skills and experience to perform the Project, and/or has full authority to enter into the Agreement.
c. The Client shall pay the Project Posting Fee at the time of posting the Project via the Services. The Project Posting Fee is non-refundable.
d. Once the project is posted and the Project Posting Fee is received, the Platform shall distribute the details of the Project to Freelancers with the relevant experience and expertise for the Project based on information provided by the Freelancers to the Platform.
e. Once a Project is posted the Project will remain open to Freelancers for bids via the Platform for a period of 14 days, after which date the Project will expire unless the Client elects to renew.
f. Once a Project is posted and prior to agreement of the Booking Confirmation, the Client may not amend or update the Project details but the client may remove the Project on the Platform The Project Posting Fee is not refundable should the Project be removed from the Platform.
g. You agree that the terms and conditions applicable to a Booking shall comprise the terms of the Booking set out in the Booking Confirmation, these Terms of Service, and any specific terms for the Booking set out in the Supplemental Terms.
h. No variations made to a Booking will be effective unless agreed in writing between the Client and Freelancer and recorded via the Platform.
i. All communications relating to any Project, any Booking, Dialogue, the Freelance Services, and/or the Services must be conducted via the Platform.
j. As a Client you warrant, represent, and undertake to Cibernetica and to the Freelancer that you are able to pay the Booking Fees and Commission in accordance with the payment terms.
k. As a Freelancer you warrant, represent, and undertake to Cibernetica and to the Client that you, are able to perform the Freelance Services to a satisfactory standard, have made and will continue to make all regulatory filings, including tax filings and corporate filings, required by law in the United Kingdom and the jurisdiction of the Freelancer (if different) and that you have and will continue to pay all applicable taxes including without limitation any PAYE, income tax, national insurance and VAT.

6. THE AGREEMENT

a. An Agreement will be formed between the Client and Freelancer upon you agreeing a Booking Confirmation for Freelance Services and will represent the entire agreement in relation to the Booking and will supersede any prior agreement relating to the Booking, which will be deemed to be terminated by the mutual consent of the Client and Freelancer.
b. You accept that each Agreement entered into by the Client and Freelancer shall incorporate these Terms of Service.
c. You agree the following:
i. the Freelancer will enter into an Agreement directly with the Client to deliver the Freelance Services for a Booking;
ii. all issues, concerns and/or enquiries relating to the Booking and any disputes in relation to the Booking must be raised directly with the Client via the Platform;
iii. the administration of the Agreement and the Booking will be managed through the Platform;
iv. the Platform will facilitate the issue and approval of time reports (if applicable) that the Freelancer may be required to provide pursuant to a Booking Confirmation.

d. CIBERNETICA IS NOT PARTY TO THE AGREEMENT, SO ANY DISPUTES ARISING BETWEEN THE FREELANCER AND THE CLIENT OUT OF AND/OR IN CONNECTION WITH THE PROJECT AND THE AGREEMENT MUST BE SETTLED BETWEEN THE FREELANCER AND THE CLIENT, AND CIBERNETICA DISCLAIMS ALL LIABILITY IN THIS RESPECT.

7. FREELANCE SERVICES

a. Neither Cibernetica nor any Client has an obligation to offer a Project or to purchase Freelance Services from the Freelancer and nor is the Freelancer under any obligation to accept a Project if offered or otherwise make its services available at any time to Cibernetica or the Client.  
b. You agree that any Booking must be concluded and administered through the Platform and you understand that in the event that this obligation is not complied with, the Client will be liable to Cibernetica for Commissions pursuant to these Terms of Service.  As a Freelancer, you agree that you will not seek to or otherwise induce the Client to breach its contractual obligations with Cibernetica.
c. The Client will ensure that any Booking Confirmation issued to the Freelancer through the Platform will contain (i) the specific details of the Project including any deliverables required, (ii) the location where the Freelance Services will be performed (“Location”) (iii) the completion date or estimated completion date for the Project and (iv) the Booking Fees payable to the Freelancer.    
d. Nothing in any Agreement will prevent the Freelancer from being engaged, concerned or having any financial interest in any other business, trade, profession, or occupation or from providing services to any other party during a Booking provided that such business activity does not cause a breach of or create a conflict of interest with the Freelancer’s obligations under the Agreement or otherwise be detrimental to the Booking.
e. Subject to agreed arrangements for meetings and effective management and liaison, the Freelancer will determine when and where it will perform any Booking, and the Freelancer’s own premises shall be utilised as the primary location in the country in which the Freelancer is domiciled, in the United Kingdom or such other jurisdiction, unless another location is agreed pursuant to the Booking Confirmation.  
f. The Freelancer shall have discretion to determine the method of and/organisation of its time in the performance of the Booking but will co-operate with the Client and comply with any reasonable operational requests of the Client in respect of health and safety, location security, and IT/communications related matters applicable to the Booking.  
g. If, as a Freelancer, you have agreed to perform Freelance Services in any particular timeframe, on particular days (for Freelance Services delivered on a time and materials basis) and/or agreed to attend any meeting with the Client (whether via audio or video conference, or in person) out of courtesy you shall ensure that if you are unable for any reason to honour any arrangement, you will notify the Client as soon as possible and in any event no later than 2 working days from becoming aware of such matters,  in order to manage expectations of delivery and/organisation of meetings.
h. As a Freelancer, you may use any of your Personnel to deliver the Freelance Services pursuant to a Booking (as applicable) and may utilise a substitute or sub-contractor for any personnel already delivering the Freelance Services at any time, provided that:
i. the Freelancer gives reasonable notice of any changes to the Client;
ii. the substitute meets any existing security clearance requirements of the Client (if applicable and where already applied to the Freelancer);
iii. the Freelancer does not place itself in breach of any warranty under these Terms of Service;
iv. there is continuity of Freelance Services with minimum disruption to the Client and the Freelancer will ensure it conducts any handover between its personnel in support;
v. there is no additional cost to the Client and/or Cibernetica or any other impact on the agreed Booking Fees.
i. The Freelancer will remain responsible for the execution of and all costs and expense arising in connection with such substitute (including any handover between the Freelancer’s personnel) and shall be responsible for engaging and paying the substitute for any Freelance Services performed by the substitute during the Booking.  The Freelancer will continue to be responsible for requesting payment of Booking Fees on behalf of any substitute via the Platform under these Terms of Service and will remain responsible for any substitute as it is responsible for itself and any of its personnel.

8. FREELANCER OBLIGATIONS AND WARRANTIES

During any Agreement, you as the Freelancer will:
i. perform the Freelance Services with all due care and skill in a professional manner and in accordance with applicable industry standards;
ii. deliver any specified deliverables in accordance with the requirements of the Booking Confirmation;
iii. observe any health and safety, IT, and security requirements that may apply at any Client premises that you agree to attend pursuant to a Booking provided such requirements have been prior communicated to the Freelancer;
iv. comply with any specific additional terms relating to the Booking required by the Client set out in a Booking Confirmation or other relevant documentation referred to in a Booking Confirmation or otherwise issued to the Freelancer in writing;
v. as appropriate provide your own equipment to perform the Freelance Services, and you will ensure that any computer equipment and associated software utilised by you contains anti-virus and malware protection;
vi. ensure that you prevent the introduction, creation or propagation of any disruptive elements into systems providing services to data, software or Confidential Information of Cibernetica or the Client held in electronic form and will not import any software onto the systems of the Client nor use any email or internet access available through the Client, nor use any facilities provided by the Client for any purpose, except to the extent authorised by the Client;
vii. provide updates on the delivery of the Freelance Services as agreed in the Booking Confirmation;
viii. take all necessary precautions to safeguard the Client’s equipment and installations at the Location where delivering Freelance Services at the Client premises;
ix. not commit any act or omission amounting to unlawful discrimination, victimisation;
x. not harass any person (including members of the public) with whom you come into contact with or otherwise deals with in the provision of the Freelance Services;
xi. take all reasonable steps to safeguard your own safety and the safety of any other person who may be present or affected by your actions during the Booking and comply with the health and safety policies of the Client applicable to their establishment and will report any incidents and accidents involving you or any of your Personnel to the Client;
xii. not engage in any conduct detrimental to the interests of or which may damage the reputation of the Client and/or Cibernetica which includes conduct that may bring the Client and/or Cibernetica into disrepute and/or which may result in the loss of custom or business for the Client and/or Cibernetica; and
xiii. not cause any detriment to, damage, or otherwise cause a diminution in Cibernetica’s goodwill and reputation.

b. You as the Freelancer warrant, undertake, and represent, to the Client and Cibernetica that:
i. You will notify us immediately if you become bankrupt, insolvent, or becomes the subject of an administration order or winding up petition;
ii. neither you nor any of your Personnel have any unspent criminal convictions (under the Rehabilitation of Offenders Act 1974) and have the legal right to work in the jurisdiction in which the Location is based (and in particular to carry out the Freelance Services for the Booking);
iii. you have and the Personnel has the necessary skills, technical ability, and experience to perform the Freelance Services;
iv. the Freelance Services will be performed in accordance with all applicable laws (whether local, national and international);
v. you are not prevented by any other contract or arrangement or any statute from fulfilling its obligations under any Agreement;
vi. you will comply with its statutory obligations arising out of or connection with the Freelance Services and its employment of any personnel (including but not limited to complying with the Equality Act 2010, Working Time Regulations 1998 and Health and Safety legislation);
vii. you will provide complete, up-to-date, and accurate information as is reasonably requested (and whether requested before, during, or after any Booking) as to your prior projects and the work history of any Personnel and other information relating to the Project or any Booking as may be required in order for the Client and/or Cibernetica to comply with any applicable laws;
viii. you will only perform the Freelance Services defined in a Booking Confirmation and will not accept any other Freelance Services outside of the scope of the Booking unless otherwise agreed and pursuant to these Terms of Service;
ix. all Booking Fees received by you arising in respect of any Agreement will be declared for tax purposes to HMRC (or any other relevant tax authority where the Freelancer is domiciled outside of the United Kingdom and the Booking is performed outside of the United Kingdom);
x. you and any of your personnel and any “associated person” (defined in the 2010 Act) will comply with all applicable anti-bribery and associated legislation relevant to the Booking (including but not limited to the Bribery Act 2010) and any bespoke anti-bribery policies and procedures of the Client at all times and will not act in any manner which may lead to the Client and/or Cibernetica being liable for any offence under the Bribery Act 2010;
xi. you comply with and will continue to comply with all applicable anti-slavery and human trafficking laws and regulations including (without limitation) the Modern Slavery Act 2015 and will ensure your Personnel are required to contractually comply with the same;
xii. you and your Personnel have not committed and will not commit any fraud or UK tax evasion facilitation offence or a foreign tax evasion facilitation offence pursuant to the Criminal Finances Act 2017 (CFA) and will not act in any manner which may lead to Client and/or Cibernetica being liable for any section 45 or section 46 offence under the CFA; and
xiii. you are not (and none of your Personnel are) the subject of any material claim, investigation or enquiry by any party, regulator, or government body, whether arising in respect of any breach or alleged breach of any applicable laws.

c. You, as a Freelancer, warrant, represent and undertake to the Client:
i. If given access to personal data belonging to or in respect of which the Client is a data controller (“Client data”) pursuant to the provision of the Freelance Services under an Agreement, you will only process such Client data in accordance with the DP Legislation, to the extent necessary to perform the Freelance Services, to comply with your legal obligations, and in accordance with any instructions given directly or indirectly by the Client;
ii. you shall take appropriate technical and/organisational measures to ensure the adequate protection of any Client data you may process during any Agreement;
iii. any Personnel are subject to confidentiality undertakings in respect of Client data and are subject to the same contractual provisions regarding protection of Client data as are set out in this sub-clause;
iv. you will, and any Personnel will enter into any additional undertakings in respect of the protection of Client data as the Client may require;
v. you will immediately notify the Client and/or Cibernetica of any personal data breach relating to Client data which it discovers or becomes aware of during the course of any Booking and will provide such assistance, support and co-operation as may be required by the Client and/or Cibernetica in their investigation of, remedy of, and/or steps to mitigate such personal data breach;
vi. you will give such reasonable assistance as is required by the Client in respect of any data protection request or subject access request relating to Client data;
vii. you will maintain accurate records required under DP Legislation, maintain records to demonstrate its compliance and hereby consents to any inspection and/or audit required by the Client and/or Cibernetica, and/or the Client, at any time during the Agreement and for a period of six years thereafter;
viii. you will provide all information and documentation required by the Client and/or Cibernetica to ensure their compliance with applicable laws in respect of any Agreement, and whether requested prior to, during, or after any Agreement;
ix. you warrant, represent and undertake that all information and documentation uploaded to the Platform and/or otherwise supplied to the Client and/or Cibernetica pursuant to any Agreement (and whether provided under the provisions of this clause or otherwise) is complete, accurate, true, not misleading, and up-to-date;
x. you will not do anything to cause or materially contribute to the Client and/or Cibernetica to be in breach of any statute, legislation or other legal requirement or to cause or materially contribute to the Client and/or Cibernetica (or any party in the contractual chain of supply the Client and your Personnel) becoming the subject of any liability arising under or any debt transfers arising under any tax laws, and whether arising out of or in connection with the provision of the Freelance Services; and
xi.   you will immediately notify the Client and Cibernetica should any of the information provided under any of these warranties, undertakings and/or representations change.  You will upon request by the Client and/or Cibernetica (at any time during any Agreement) provide such evidence in support of the warranties, representations and undertakings provided under this clause 8 as the Client and/or Cibernetica may in its discretion require.

9. CLIENT OBLIGATIONS

During any Agreement, you as a Client shall:
a. not request or require any Freelancer to undertake Freelance Services which are outside of the Booking, unless a variation to the Booking Confirmation is otherwise agreed with the Freelancer via the Platform;
b. if agreed as part of the Booking Confirmation provide at no charge, access to your premises, office accommodation, data and other facilities as reasonably required by the Freelancer;
c. provide in a timely manner all document, information, items and materials in any form (whether owned by you or a third party) and give access to the Freelancer required for a Booking or otherwise reasonably required by the Freelancer in connection with the Freelance Services and any deliverables and ensure that they are accurate and complete;
d. provide access to any software, IT systems, and internet connectivity reasonably required by the Freelancer in connection with the Booking;
e. provide access to any VPN where Freelance Services shall be performed remotely (as applicable);
f. grant such licences and/or consents required by the Freelancer in order to access and/or use your software, systems, and/or materials as more particularly described in clause 9(b) to 9(e) above;
g. inform the Freelancer of all health and safety and security requirements that apply at any of your premises, such requirements to be delivered to the Freelancer in writing and attached as an appendix to the Booking Confirmation;
h. if, and to the extent the Freelancer is required to utilise your equipment, you warrant that such equipment is in good working order and suitable for the purposes for which it is used; and
i. ensure the safety of the Freelancer when providing Freelance Services at your premises and you shall ensure you have adequate insurance in place for any third-party injury or death occurring at your premises.
j. refrain from interacting with the Freelancer and any Personnel on any basis other than as an independent professional contractor.  In particular, the Client shall ensure that it does not seek to or otherwise integrate the Freelancer or any Personnel into its own workforce by its actions, or seek to or otherwise supervise, manage and/or control any Freelancer or any Personnel.
k. You as the Client warrant, represent and undertake to Cibernetica and the Freelancer that:
i. you are not bankrupt, insolvent, and/or the subject of any administration order or winding up petition, and you will notify us immediately if you become bankrupt, insolvent, or become the subject of an administration order or winding up petition;
ii. you are not prevented by any other contract or arrangement or any statute from fulfilling its obligations under any Agreement;
iii. you and your personnel and any “associated person” (defined in the 2010 Act) will comply with all applicable anti-bribery and associated legislation relevant to the Booking (including but not limited to the Bribery Act 2010) and any bespoke anti-bribery policies and procedures of Cibernetica at all times and will not act in any manner which may lead to the Freelancer and/or Cibernetica being liable for any offence under the Bribery Act 2010;
iv. you comply with and will continue to comply with all applicable anti-slavery and human trafficking laws and regulations including (without limitation) the Modern Slavery Act 2015 and will ensure your personnel, suppliers and sub-contractors are required to contractually comply with the same;
v. you and your personnel have not committed and will not commit any fraud or UK tax evasion facilitation offence or a foreign tax evasion facilitation offence pursuant to the Criminal Finances Act 2017 (CFA) and will not act in any manner which may lead to Freelancer and/or Cibernetica being liable for any section 45 or section 46 offence under the CFA; and
vi. you are not (and none of your personnel are) the subject of any material claim, investigation or enquiry by any party, regulator, or government body, whether arising in respect of any breach or alleged breach of any applicable laws.
l. As the Client, if you wish to engage any Freelancer under an employment contract pursuant to the Employment Rights Act 1996 (which is of a permanent nature rather than temporary nature), you will be free to enter into such contract provided that you advise us through the Platform and provided that such contract takes effect no earlier than 12 months after the Freelancer’s acceptance of a Project.  You accept that you will remain responsible for any Commissions due to us arising in respect of any Bookings for such Freelancer arising prior to such employment contract coming into effect.

10. CONFIDENTIALITY – FREELANCER

a. You, as the Freelancer will not, and will ensure that your Personnel will not (except in the proper course of the performance of the Freelance Services), either during the Project or at any time thereafter (a) use, publish or disclose to any third party (and will use your best endeavours to prevent the publication and disclosure of) any Confidential Information and/or (b) copy any Confidential Information or make any copy, abstract, summary, précis of any material or documentation of the Client.   This obligation does not apply to any use or disclosure authorised by the Client or required by law and/or any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure or that of your Personnel.
b. You shall not use any Confidential Information for any purpose other than to exercise your rights and perform your obligations under or in connection with a Booking.
c. If you use the services of sub-contractors as Personnel to perform part of the Freelance Services you shall promptly and diligently ensure that such sub-contractors sign a written undertaking agreeing to abide by the same conditions of confidentiality as are set out in these Terms of Service and shall deliver evidence of the same upon request by the Client.
d. You will (and will ensure any Personnel will) enter into any additional confidentiality undertakings that may be required by the Client taking into account the nature of the Freelance Services for a Booking.
e. You will (and will ensure any Personnel will) comply with DP Legislation with respect to any personal information or data that you may have access to during the provision of the Freelance Services and will only process the same upon the instructions of the person authorising access to and the processing of such personal information or data.
f. You shall not, and shall not authorise, or assist another to, originate, produce, issue, or release any written publicity, news release, marketing collateral or other publication or public announcement, relating to or in any way connected to any Agreement and/or the provision of the Freelance Services, without the prior written consent of the Client such consent may be unreasonably withheld.

11. INTELLECTUAL PROPERTY RIGHTS – FREELANCER

a. You as the Freelancer hereby assign to the Client all existing and future Intellectual Property Rights in the Freelance Services and the Inventions and all materials embodying these rights to the fullest extent permitted by law.  Insofar as they do not vest automatically by operation of law or under any Agreement, you hold legal title in these rights and Inventions on trust for the Client.
b. You will notify the Client and provide full details of any Inventions promptly on their creation and will not register nor attempt to register any of the Intellectual Property Rights in the Freelance Services, nor any of the Inventions, unless requested to do so by the Client (or as the Client may direct).
c. You will execute all documents and do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Freelance Services and the Inventions has passed, or will pass, to the Client
d. You warrant that (a) you have not given and will not give permission to any third party to use any Inventions or any Intellectual Property Rights in the Freelance Services and (b) the use of the Intellectual Property Rights in the Freelance Services by the Client will not infringe the rights of any third party.
e. You may use techniques, ideas or knowledge gained during any Booking unless the use of the same could result in you disclosing Confidential Information of Cibernetica and/or the Client or could amount to an infringement of Intellectual Property Rights under these Terms of Service.
f. You hereby irrevocably and unconditionally waives all rights to which it and/or any Representative may be entitled pursuant to Sections 77, 80 and 84 of the Copyright, Designs and Patents Act 1988 and any other moral rights provided for under the laws now or in future in force in any part of the world in relation to the exploitation by the Client its successors, assignees and licensees of the Freelance Services.
g. The Fee includes payment for the assignment of all Intellectual Property Rights in the Freelance Services, waiver of rights required under this clause, and all costs in the execution of any documentation required by the Client and/or Cibernetica to give effect to the requirements of this clause.
h. You will ensure that your Personnel, if any, agree to the same under the terms of their engagement with you and you will ensure the Personnel sign up to any additional undertakings required by the Client to ensure the full assignment of all existing and future Intellectual Property Rights in the Freelance Services.

12. RIGHTS IN THE SERVICES AND PUBLICATIONS
a. The Services and all rights to the Services are and will remain Cibernetica’s property. Neither these Terms of Service nor your use of the Services will convey or grant to you any rights to the Services or in any of Cibernetica’s content in the website or its Platform.
b. You accept that you may not use, reproduce, issue, release, and/or refer to Cibernetica’s trading name, logo, and/or products, in any marketing, sales, promotional, or advertising materials and/or activities that you may communicate, issue or publish orally or in writing (and whether using print or electronic media) from to time to time.
c. You as a Freelancer shall not and shall not authorise, or assist another to, originate, produce, issue, or release any written publicity, news release, marketing collateral or other publication or public announcement, relating to or in any way connected to any Agreement and/or the provision of the Freelance Services without the prior written consent of the Client, such consent may be unreasonably withheld.

13. INVOICING AND PAYMENT VIA THE PLATFORM

a. Cibernetica may, at its sole discretion, require upfront payment or other payment by the Client by way of security for the Booking Fees and Commission (“On Account Sum”). The amount of the On Account Sum shall be confirmed in the Booking Confirmation. The Platform shall raise an invoice for the  On Account Sum (with the addition of VAT, where the Freelancer is registered for VAT) and such sum shall be immediately payable by the Client at the time of the Booking Confirmation. The Freelancer shall not be obliged to carry out any Freelance Services until payment of the On Account Sum is received by the Platform. The On Account Sum shall be held by Cibernetica pending completion of the Project and shall be payable to the Freelancer (less any deductions in accordance with these terms) with the Booking Fees. The On Account Sum shall be deducted from the Booking Fees payable in respect of the relevant Project.
b. Where Booking Fees are payable only upon the completed delivery of the Freelance Services, the Freelancer must via the Platform prepare a statement of the agreed Booking Fee (“Statement“) and submit the Statement to the Client via the Freelancer’s Cibernetica Account at completion of the Booking.
c. Where Booking Fees are payable upon a time spent basis and at intervals during a Booking, the Freelancer must via the Platform track and issue a time report to the Client together with a Statement to the Client via the Freelancer’s Cibernetica Account at such intervals as are agreed between the Client and the Freelancer.
d. Submission of the Statement will automatically trigger the Platform to generate a Freelancer invoice for the agreed Booking Fee (with the addition of VAT, where the Freelancer is registered for VAT) set out in the Statement.  The Freelancer Invoice will be issued to Cibernetica under a self-billing arrangement.
e. When the Freelancer Invoice is raised, the Platform will raise and issue a Client Invoice, which comprises the Booking Fee and any Commission due to Cibernetica, and this Client Invoice will be issued to the Client.
f. The Client shall pay any Client Invoice within 30 days of issue of the Client Invoice.  
g. Cibernetica shall pay the value of the Freelancer Invoice within 48 hours of receipt of the Booking Fees as cleared funds from the Client, once its Commission has been deducted from the payment by the Client of the Client Invoice. This value shall be transferred to the Freelancer’s Cibernetica Account, from which the Freelancer may then choose to withdraw such amount or directly to the Freelancer’s bank account.
h. The Freelancer authorises Cibernetica to act on its behalf in any dispute or disagreement between the Client and the Freelancer arising out of or in connection with the Client’s payment or non-payment of the agreed Booking Fee for a Booking or arising in respect of the Freelance Services, and Cibernetica may take any action in its absolute discretion to enforce a Client’s payment obligations.
i. Payment of any Client Invoice will be deemed acceptance by the Client that the Freelance Services have been provided to the satisfaction of the Client. The Client agrees that it will not unreasonably withhold or otherwise delay payment of any Client Invoice.  
j. If the Client disputes any Client Invoice, it must raise a dispute with the Freelancer via the Platform within 72 hours of receipt of the Client Invoice.  If the Client fails to raise any dispute within this timeframe, the Client shall be deemed to have accepted that the Freelance Services have been performed and to the Client’s satisfaction.  If the Client wishes to dispute the invoice and within the timeframe specified, it must provide the Freelancer with detailed feedback via the Platform regarding what aspects of the Client Invoice it is disputing and why.  The Client and Freelancer shall use all reasonable endeavours to resolve any dispute raised by the Client.
k. Cibernetica uses a payment service provider. The processing of payments related to your use of the Services is, in addition to these Terms of Service, subject to the terms, conditions and privacy policies of the payment service provider and your payment card issuer. Cibernetica is not responsible for any errors, defects or delays on the part of the payment service provider or the payment card issuer. A transaction fee will be payable for credit card payments. The transaction fee appears in the payment window.
l. You understand and accept as a Client that you will solely use a corporate payment card for credit card payments.  If this method of payment is not possible, Cibernetica will confirm the required payment method for the Client to settle Client Invoices.
m. You understand and accept as a Client that Cibernetica is entitled, as a third party and without being party to the Agreement, to collect payment on behalf of the Freelancer. You understand and accept as a Client that your payment obligation to the Freelancer for Booking Fees remains in force until the Booking Fees have been invoiced to you and you have paid the Client Invoice via the Platform.  Accordingly, you understand that the Client will not be released from its payment obligations to the Freelancer until Cibernetica receives payment from the Client.
n. You understand and accept that Cibernetica is entitled to charge the Client a Commission of a minimum of 20% on the Booking Fees plus any other costs and charges confirmed by Cibernetica, unless otherwise agreed with the Client. As a Freelancer, you understand and accept that Cibernetica shall deduct its Commissions from the Client Invoice. The amount of Commission for a Booking and any other charges set by Cibernetica shall be confirmed on the Booking Confirmation,
o. The Freelancer and the Client understand and accept that payment cannot take place in any other manner than as described in these Terms of Service.
p. You agree and accept that Cibernetica may from time to time require additional documentation and information from a Client and Freelancer to verify the identity of the parties concerned.

14. CANCELLATION AND TERMINATION

a. You agree that a Booking does not create a legally binding agreement between the Client and Freelancer until a Booking Confirmation has been agreed by both of the parties via the Platform.  Accordingly, a Booking may be withdrawn or otherwise cancelled by you prior to the Booking Confirmation being accepted by both parties upon you confirming the same in writing to the other party via the Platform.
b. An Agreement will automatically end upon the Freelance Services having been completed and delivered in accordance with the Booking Confirmation, or upon any estimated completion date set out in the Booking Confirmation, or upon any cap on Booking Fees agreed in the Booking Confirmation, whichever occurs earlier.
c. An Agreement may be terminated by either of you at any time on giving the other party such period of notice specified in the Booking Confirmation, or in the absence of any period of notice, immediate notice of termination, in writing via the Platform.
d. You agree that any relationship created pursuant to an Agreement reflects a business to business arrangement between independent businesses.  Accordingly, you agree that you are not delivering or receiving Freelance Services as a consumer for the purposes of consumer protection legislation.
e. Any additional rights to terminate an Agreement whether for cause or without cause are set out in the Booking Terms and which may be varied or added to by you in any Booking Confirmation.
f. You, as a Freelancer, accept that you shall only receive payment of Booking Fees in respect of any Freelance Services delivered to the Client to the extent set out in the Booking Terms and any Booking Confirmation.

15. WEBSITE TERMS OF USE AND PRIVACY

a. Our website terms of use (at https://cibernetica.io /general-terms-of-use) explain how the Freelancer and the Client may use the Platform. You confirm that you have read and understood our website terms of use.
b. Cibernetica shall process your personal data (including special categories of data) that it collects from you as a consequence of your registration to use the Platform and/or your use of the Services in accordance with its privacy policy (
https://cibernetica.io /privacy-policy).  Cibernetica acts as a controller in the provision of its Services to you.  You confirm that you have read and understood our privacy policy.
c. You are controllers in the provision of and receipt of the Freelance Services under any Agreement.  
d. You agree that you will at all times comply with DP Legislation, your obligations as a controller, and will only process personal data of any party’s personnel shared between you to the extent necessary for each of you; to comply with and exercise your rights and/or obligations under these Terms of Service and any Agreement (Contract Necessity), to comply with any applicable law (Legal Obligations), and to allow you to administer your respective services and for you to receive such services (Legitimate Interest).
e. You, as a Freelancer, acknowledge that the Client will process personal data personal to you and/or any your Personnel that you share with the Client and which shall include disclosing and sharing such personal data for the purpose of assessing the viability of a Project, scoping the terms of the Booking, and administering an Agreement.
f. You understand that the Client and/or Cibernetica may process personal data of any of its personnel pursuant to the Services outside of the European Economic Area (EEA) or within outside a country which does not have an adequacy decision from the European Commission provided that the Client and/or Cibernetica have taken such steps as are required under DP Legislation to provide adequate safeguards in respect of such transfer, as set out in their respective privacy notice, which you have been notified of under separate cover (Safe Countries).  You warrant, represent and undertake that you and your Personnel where required under an Agreement will give their explicit consent to such processing outside of the Safe Countries in such form as may be required.  You understand that should explicit consent not be received as required the Agreement may not be able to proceed or may otherwise be terminated with immediate effect.
g. You shall take appropriate technical and/organisational measures to ensure the adequate protection of personal data shared between you under or pursuant to these Terms of Service against loss, alteration, destruction, damage or disclosure.  You shall ensure that if you receive personal data under these Terms of Service or any Agreement you will notify each other of any personal data breach (or suspected breach) (as defined in GDPR) which affects such personal data and will provide such details as may be reasonable requested in respect of the personal data breach to allow the affected controller to determine whether such breach must be notified to the Information Commissioner’s Office (ICO).
h. You will notify each other of any subject access request, complaint, or correspondence exercising DP Legislation rights received from any personnel of the Freelancer (or any correspondence received from the ICO in respect of the same) (DP Request) and you shall ensure you comply with any DP Request in an appropriate and timely manner.  You agree to provide each other with such reasonable and prompt co-operation and/or assistance as is necessary to comply with any DP Request and which shall be provided at no charge each of you.  

16. DISCLAIMER, LIMITATION OF LIABILITY, AND INDEMNITY

a. DISCLAIMER – THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CIBERNETICA DISCLAIMS ALL KINDS OF LIABILITY, WARRANTIES AND GUARANTEES THAT ARE NOT EXPRESSLY SET OUT IN THESE TERMS AND CONDITIONS, INCLUDING TERMS IMPLIED BY STATUTE (INCLUDING WITHOUT LIMITATION THE TERMS IMPLIED BY SECTIONS 3 TO 5 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982) OR COMMON LAW AND TACIT WARRANTIES OF QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW CIBERNETICA MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY IN RELATION TO THE FREELANCE SERVICES AND OR ANY DELIVERABLES, OR OTHERWISE IN RELATION TO THE AVAILABILITY OF THE PROJECT OR ANY OTHER KINDS OF SERVICES OR PRODUCTS FACILITATED THROUGH THE USE OF THE SERVICES, OR THAT THE PROJECT WILL BE PERFORMED UNINTERRUPTED OR ERROR-FREE.  CIBERNETICA DOES NOT WARRANT OR GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF ANY THIRD-PARTY PROVIDERS, INCLUDING COMPANIES AND FREELANCERS (“THIRD-PARTY PROVIDERS”). YOU AS THE CLIENT AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
b. LIMITATION OF LIABILITY – TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW CIBERNETICA DISCLAIMS ALL LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION, LOST AGREEMENTS OR CONTRACTS, LOST OR DAMAGE TO GOODWILL, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF CIBERNETICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. CIBERNETICA WILL NOT BE LIABLE FOR ANY DAMAGE, LIABILITY OR LOSS ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS AND/OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY CLIENT AND/OR THIRD-PARTY PROVIDER. IN NO EVENT WILL CIBERNETICA’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL KINDS OF DAMAGE, LOSS AND CAUSE OF ACTION EXCEED THE TOTAL OF ALL SUMS ACTUALLY PAID BY YOU OR TO YOU (AS APPLICABLE) IN THE 12-MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE ON WHICH THE BREACH FIRST OCCURRED. NOTHING IN THESE TERMS AND CONDITIONS LIMITS OR EXCLUDES CIBERNETICA’S LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY CIBERNETICA’S NEGLIGENCE OR THE NEGLIGENCE OF CIBERNETICA’S EMPLOYEES, AGENTS OR SUBCONTRACTORS OR (ii) FRAUD OR FRAUDULENT MISREPRESENTATION.
c. CIBERNETICA’S SERVICES MAY BE USED BY YOU TO ESTABLISH A RELATIONSHIP CONCERNING THE RELEVANT PROJECT FROM THIRD-PARTY PROVIDERS, BUT YOU ACCEPT EXPLICITLY THAT CIBERNETICA HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED TO YOU BY THIRD-PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS.
d. CIBERNETICA WILL UNDER NO CIRCUMSTANCES BE LIABLE TO ANY THIRD-PARTY PROVIDER FOR ANY SERVICES AGREED BETWEEN ANY THIRD-PARTY PROVIDER AND ANY CLIENT OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS.
e. CIBERNETICA WILL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU FOR ANY FORCE MAJEURE EVENTS AFFECTING CIBERNETICA OR ITS SUBCONTRACTORS, INCLUDING WAR, UNPREDICTABLE BREAKDOWN, DELAYED OR FAILING SUPPLIES, FIRE, STRIKES, LOCK-OUT, CIVIL UNREST, NATURAL DISASTERS, EPIDEMIC AND/OR PANDEMIC, COMPUTER VIRUS, INTERRUPTION OF ORDINARY SERVICES, INCLUDING POWER SUPPLY, REGULATORY RESTRICTIONS, AND OTHER EVENTS BEYOND CIBERNETICA’S CONTROL, AND WHICH CIBERNETICA COULD NOT HAVE REASONABLY TAKEN INTO CONSIDERATION, AVOIDED OR OVERCOME AT THE SIGNING OF THE AGREEMENT.
f. YOUR INDEMNITY – YOU AGREE TO INDEMNIFY AND HOLD CIBERNETICA AND ITS DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES, PENALTIES, FINES, INTEREST, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR IN CONNECTION WITH: (I) YOUR USE OF THE SERVICES, OR SERVICES OR PRODUCTS OBTAINED THROUGH USE OF THE SERVICES; (II) YOUR BREACH OR VIOLATION OF THESE TERMS AND CONDITIONS, AND/OR ANY TERMS OF AN AGREEMENT, AND OR ANY POLICIES; (III) YOUR BREACH OF OR VIOLATION OF ANY APPLICABLE LAWS (INCLUDING BUT NOT LIMITED TO DATA PROTECTION LEGISLATION AND TAX LAWS) AND/OR (IV) YOUR VIOLATION OF THE RIGHTS OF ANY THIRD PARTY, INCLUDING THIRD PARTY PROVIDERS.

17. GOVERNING LAW

a. Any dispute between Cibernetica and you will be governed by English law. Each of Cibernetica and you irrevocably agree to submit all disputes arising out of in connection with these Terms of Service to the exclusive jurisdiction of the English courts.

18. OTHER PROVISIONS

a. If any provision of these Terms of Service is judged to be wholly or partially unlawful, invalid or unenforceable under current law, the relevant provision or part of a provision will be considered not to be part of these Terms of Service, and it will not affect the lawfulness, validity and enforceability of the other provisions of these Terms of Service.
b. Cibernetica may vary the Terms of Service or the Booking Terms on giving you written notice (which will include the detail of the variation and the date upon which the variation takes effect) in order to comply with any change in, additional or new obligations imposed (and whether applicable retrospectively) by statute or by virtue of any other legal obligations published.
c. Save as provided for in this clause, the Contracts (Rights of Third Parties) Act 1999 will not apply to these Terms of Service or any Agreement and no person or entity other than Cibernetica and you will have any rights under these Terms of Service and/or under the terms of any Agreement.  Cibernetica, the Client, and any customer of the Client identified in a Booking Confirmation (third party) will have the benefit of the provisions of the Agreement that expressly confer such benefit, or which are intended to be for the benefit of or are enforceable by such third party, irrespective of the fact that such third party may not be a party to any Agreement concluded. Notwithstanding that any term of the Terms of Service or any Agreement may be or become enforceable by a person who is not a party to it, the Terms of Service or the terms of any Agreement may be rescinded, varied, amended or modified or terminated without the consent of any such third party.
d. The failure of the Client or Cibernetica to exercise or enforce any right conferred upon it under these Terms of Service or any Agreement (as applicable) shall not be deemed to be a waiver of any such right or operate so as to bar the enforcement thereof at any time.
e. Notwithstanding the provisions of the Limitation Act 1980, you agree that you will only have the period during an Agreement and a period of 12 months from the end of an Agreement to bring any claims arising under or in connection with any Agreement. No contractual claim arising outside of this period will be valid or enforceable on any party.
f. All provisions that either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination of an Agreement, shall survive such termination.