Terms and Conditions
BlackTide Terms and Conditions
Effective Date: 24 Feb 2025
This Terms and Conditions explains how BlackTide ("Company," "we," "our," "us"), a UK-based company providing due diligence, investigations, research, and OSINT services, collects, uses, discloses, and safeguards your personal data. We are committed to protecting your privacy and ensuring our processing complies with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
1. Interpretation
The following definitions and rules of interpretation apply in these conditions.
1.1 Definitions:
- Applicable Data Protection Laws: all applicable laws relating to the protection of personal data and the privacy of individuals, including the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
- Business Day: a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
- Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.
- Commencement Date: has the meaning given in clause 2.1.
- Conditions: these terms and conditions as amended from time to time in accordance with clause 12.5.
- Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
- Control: has the meaning given in section 1124 of the Corporation Tax Act 2010.
- Customer: the person or firm who purchases Services from the Supplier.
- Customer Default: has the meaning set out in clause 4.2.
- Customer Personal Data: any personal data processed by the Supplier in connection with this Contract on behalf of the Customer.
- Deliverables: the outputs or findings set out in the Order provided by the Supplier to the Customer.
- Intellectual Property Rights: patents, copyright, trademarks, trade secrets, and all other intellectual property rights, whether registered or unregistered.
- Order: the Customer’s order for Services as detailed in a written quotation or acceptance issued by the Supplier.
- Services: the provision of Threat Intelligence, Investigative Due Diligence, Brand Reputation & Risk Analysis, Social Media Analysis & Investigative Monitoring services, including the collection, analysis, and delivery of open-source intelligence and other relevant data in accordance with the Order.
- Supplier: BlackTide, a company registered in England and Wales.
- Supplier Personnel: all persons engaged by the Supplier in connection with the performance of this Contract.
- UK GDPR: as defined in the Data Protection Act 2018.
1.2 Interpretation:
(a) References to legislation are to be interpreted as including amendments and updates.
(b) Words following “including,” “include,” or similar terms are illustrative and not exhaustive.
(c) A reference to writing includes email.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions. The Order shall only be deemed accepted when the Supplier issues written acceptance of the Order, at which point the Contract shall come into existence (Commencement Date).
2.2 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate.
2.3 Any quotation given by the Supplier does not constitute an offer and is valid for 20 Business Days from the date of issue.
3. Supply of Services
3.1 The Supplier shall supply the Services to the Customer in accordance with the Order in all material respects.
3.2 The Supplier will use reasonable endeavours to meet any performance dates in the Order, but time is not of the essence.
3.3 The Supplier may amend the Services to comply with legal or regulatory requirements or where the amendment does not materially affect the Services.
3.4 The Supplier warrants that the Services will be provided with reasonable care and skill.
4. Customer's obligations
4.1 The Customer shall:
(a) Ensure that the Order details and any information provided are complete and accurate;
(b) Cooperate with the Supplier in all matters relating to the Services;
(c) Provide the Supplier with information as reasonably required, ensuring it is complete and accurate;
(d) Obtain and maintain any necessary permissions and consents for the Services;
(e) Comply with any additional obligations set out in the Order.
4.2 If the Supplier’s performance is prevented or delayed by the Customer’s act or omission:
(a) The Supplier may suspend performance until the issue is remedied;
(b) The Supplier will not be liable for delays caused by the Customer;
(c) The Customer will reimburse the Supplier for any resulting costs or losses.
5. Charges and payment
5.1 Charges are as set out in the Order.
5.2 The Supplier shall invoice the Customer as stated in the Order.
5.3 The Customer shall pay each invoice within 30 days of the invoice date and to the bank account nominated by the Supplier.
5.4 All Charges are exclusive of VAT, which shall be added where applicable.
5.5 If the Customer fails to pay on time, interest shall accrue at 4% above the Bank of England base rate.
5.6 All payments must be made without deduction or set off, except as required by law.
6. Intellectual property rights
6.1 All Intellectual Property Rights arising from the Services (excluding Customer materials) belong to the Supplier.
6.2 The Supplier grants the Customer a non-exclusive, non-transferable, royalty-free licence to use the Deliverables for internal business purposes.
6.3 The Customer shall not sublicense or transfer the rights granted in clause 6.2.
6.4 The Customer grants the Supplier a licence to use any materials provided by the Customer as necessary for the provision of the Services.
7. Publicity and Use
7.1 Neither party may publicly refer to the Contract or the other party without prior written consent.
7.2 The Customer must not disclose the identity of the Supplier or the source of the Deliverables without written permission.
7.3 All Deliverables are deemed Confidential Information and may not be disseminated without the Supplier’s written consent.
7.4 The Customer shall indemnify the Supplier for any unauthorised disclosure of Deliverables.
8. Data protection
8.1 Each party shall comply with applicable data protection laws including the UK GDPR and the Data Protection Act 2018.
8.2 The Supplier and Customer shall act as independent controllers in relation to the processing of personal data for the Services.
8.3 The Customer warrants that it has obtained all necessary consents and lawful grounds to permit the Supplier to access and process personal data for the Services.
8.4 The Customer authorises the Supplier to:(a) Appoint processors to process Customer Personal Data, ensuring terms are compliant with applicable laws;(b) Transfer personal data outside the UK as necessary for the Services, ensuring compliance with data protection laws.
8.5 The Customer shall indemnify the Supplier against all costs, claims, or losses arising from any breach of data protection laws by the Customer or any failure to obtain valid consents.
9. Limitation of liability
9.1 Nothing in these Conditions limits the Customer’s obligation to pay.
9.2 Nothing limits liability for death or personal injury due to negligence, fraud, or any liability that cannot be excluded by law.
9.3 The Supplier’s total liability shall not exceed the Charges paid in the 12 months preceding the event giving rise to liability.
9.4 The Supplier is not liable for:
(a) Loss of profits, sales, business, savings, or data;
(b) Loss of contracts or goodwill;
(c) Indirect or consequential losses.
9.5 Unless notified in writing within 6 months of an event, the Supplier shall have no liability for that event.
10. Termination
10.1 Either party may terminate the Contract by giving one month’s written notice.
10.2 Either party may terminate immediately if the other:
(a) Commits a material breach and fails to remedy it within 7 days;
(b) Enters insolvency or similar proceedings;
(c) Suspends or ceases business operations;
(d) Experiences financial deterioration threatening its ability to perform.
10.3 The Supplier may terminate immediately if the Customer fails to pay or undergoes a change of control.
10.4 The Supplier may suspend Services if the Customer fails to pay or is likely to become insolvent.
11. Consequences of termination
11.1 On termination, the Customer shall immediately pay all outstanding invoices.
11.2 Termination does not affect rights or obligations accrued up to the termination date.
11.3 Clauses intended to survive termination shall remain in full force and effect.
12. General
12.1 Force majeure: Neither party is liable for delays caused by events beyond reasonable control.
12.2 Assignment: The Supplier may assign its rights; the Customer may not without written consent.
12.3 Confidentiality: Each party must keep the other’s confidential information private for two years after termination.
12.4 Entire agreement: This Contract constitutes the full agreement between the parties.
12.5 Variation: Changes must be agreed in writing.
12.6 Waiver: Failure to enforce rights does not constitute a waiver.
12.7 Severance: Invalid terms will be replaced with valid terms reflecting intent.
12.8 Notices: Must be delivered in writing by hand, post, or email.
12.9 Third-party rights: No third party may enforce terms of this Contract.
12.10 Conflict: If there’s a conflict between this Contract and the Order, the Order prevails.
12.11 Governing law: English law governs this Contract.
12.12 Jurisdiction: The courts of England and Wales have exclusive jurisdiction.