Terms of Service

The Agreement

These Terms of Service govern the relationship between Shieldvectaris INC and each client that engages the watch keep desk. They apply together with a written proposal or statement of work that describes the routines to be delivered, the schedule, the fees and any special conditions. Where the proposal and these terms conflict, the proposal prevails for the specific engagement and these terms apply to everything else.

By signing a proposal or by instructing the desk to begin work, the client accepts these terms. If the client represents an organisation, the person accepting does so on behalf of that organisation and confirms that they are authorised to do so. The effective date at the top of this page tracks the most recent revision. An engagement that began under an earlier version continues under that version unless both parties agree in writing to adopt a new one.

Definitions

In these terms, the Company means Shieldvectaris INC, located at 3808 S 300 E, South Salt Lake - 84115-4824, United States (US). The Client means the organisation that engages the Company. The Desk means the watch keep desk operated by the Company. The Services means the six routines described on the services page together with any related preparation, reporting and handover work. Deliverables means the drawings, reports, maps, rosters and notes produced for the Client.

A Session means a scheduled drill, week, audit day, relay hour or handover evening. The Watch Book means the record kept by the Desk of who held the watch and what was handed over. A Finding means a gap or weakness recorded in a deliverable, and a Closure means the written acceptance by the Client that a Finding has been addressed. Words in the singular include the plural where the context allows.

The Services

The Company provides computer systems design and related services with a particular focus on the watch keep desk: perimeter drill desks, shield drill weeks, roster log sessions, watch audit days, signal relay hours and relief handover evenings. Each routine is described in more detail on the services page of the website and in the proposal for a specific engagement. The Company may adjust the content of a routine where the estate requires it, provided that the adjustment is agreed in writing before the Session begins.

The Services are advisory and procedural. The Company does not operate the Client systems, does not act as an emergency responder on behalf of the Client, and does not guarantee that a drill will prevent every incident. What the Company guarantees is that each Session is planned, staffed, run and recorded as described in the proposal and that Findings are reported honestly and in writing.

Engagement and Schedules

An engagement begins when the Client accepts a proposal and the Company confirms the first scheduled Session. The proposal sets out the six routines that will run, the Sessions planned for the engagement period, the named contacts on each side and the date by which a first deliverable will be issued. The Company schedules Sessions with reasonable lead time so that both parties can prepare the environment and reserve the calendar.

The Company may propose a revised schedule where a Session cannot run as planned for a reason outside its control, and the Client may propose a revision where its own commitments change. Revisions are confirmed in writing and recorded in the engagement file. The Company keeps a schedule that is visible to both parties and updates it whenever a Session moves.

Client Duties

The Client agrees to provide accurate information about its estate, to nominate a contact who can answer questions during a Session, and to make available the records that a drill, audit or relay trace will need. The Client agrees to obtain any internal approvals that a Session requires and to inform affected staff that a drill is scheduled. Where a Session would touch a regulated or sensitive system, the Client informs the Company before the Session so that the plan can be adjusted.

• Supply a current drawing of the estate, or the information needed to prepare one.
• Nominate a contact with authority to approve changes during a Session.
• Give the Desk reasonable notice of any system freeze or change window.
• Review Deliverables within the agreed period and confirm or dispute Findings.
• Ensure that access given to the Desk is authorised and lawful.

Where the Client does not meet a duty and a Session cannot run as planned, the Company may reschedule the Session without refund of reserved time if the reservation was held at the Client request. The Company will always explain the reason for such a decision in writing.

Access and Credentials

Where a Session requires access to a Client system, the Client provides access through a named account with the minimum privilege needed for the session. Credentials are issued for the duration of the Session and are revoked at its close. The Company does not store Client passwords after a Session and does not move Client credentials into a personal account. Where the Client prefers that the Desk works through a supervised screen share, the Company will accommodate that preference.

The Company records the issue and revocation of every temporary credential in the session note. If the Client believes that a credential has not been revoked, the Client should notify request@shieldvectaris.mom immediately, and the Company will investigate and confirm the state of the account. The Company may decline a Session if the access route appears unsafe or unlawful.

Deliverables and Ownership

Deliverables are issued in a durable format that the Client can keep without dependence on the Company tools. Drawings, drill reports, relay maps, rosters and handover notes are owned by the Client on payment of the relevant fees. The Company retains a copy for the duration of the retention period described in the privacy policy, and it retains the right to reuse generic methods, templates and knowledge that do not contain Client confidential information.

Where a Deliverable records a Finding, the Client decides whether and when to act on it. The Company may offer a follow-on Session to close a Finding, but a follow-on is never a condition of the original engagement. A report that ends with a hundred-page appendix nobody reads is a failure of the Desk, so Deliverables are written to be read by the people who will act on them.

Fees and Payment

Fees are set out in the proposal and are stated in United States dollars unless otherwise agreed. Session fees are payable according to the schedule in the proposal, usually on a monthly or per-engagement basis. Invoices are issued by email to the address nominated by the Client and are payable within the period stated on the invoice. The Company may suspend a Session if an undisputed invoice remains unpaid beyond the stated period.

Where a fixed fee has been agreed, the Company does not increase it for ordinary variations within the scope described in the proposal. A variation that changes scope, adds Sessions or requires extra travel is quoted before the work begins. The Company does not charge a fee for simply discussing a variation, and it does not apply hidden charges for administration or for copies of Deliverables that the Client already owns.

Expenses and Travel

Ordinary business expenses such as travel, accommodation and parking are charged only where the proposal states that they are recoverable and only where they have been agreed in advance. The Company provides an itemised record of recoverable expenses with each invoice to which they relate. Personal entertainment and routine office costs are not charged to the Client.

Where a Session is run remotely, the Company does not charge travel. Where a Session requires attendance at the Client premises, the Company will estimate the travel cost before the Session and confirm the final amount in the invoice. The Client may set a reasonable cap on recoverable travel in the proposal.

Scheduling and Changes of Watch

Sessions are reserved in advance and expected to take place as scheduled. Either party may reschedule a Session with reasonable notice, and the Company will make a genuine effort to find a new slot within the same engagement period. A Session cancelled by the Client with short notice may be charged in full where the reserved time cannot be usefully reassigned. The Company will explain the charge and will waive it where the cancellation was caused by an emergency.

Where a change of watch in the Client organisation affects a Session, the Client informs the Desk as soon as it is known. The Company may treat a breakdown in the Client roster as a Finding and record it in the relevant report. The Desk keeps its own watch book so that a later question about who attended a Session has a written answer.

Confidentiality

Each party keeps confidential the information of the other that is disclosed during an engagement and that is marked confidential or is plainly confidential by nature. The Company treats the contents of a Client estate, a drill report and a watch book as confidential. The Client treats the methods, templates and pricing of the Company as confidential. Confidentiality obligations continue after an engagement ends.

A party may disclose confidential information where required by law, provided that it gives the other party prompt notice where lawful and discloses only the part required. Confidential information does not include information that is public through no fault of the receiving party, was already known to it before disclosure, or is independently developed without reference to the disclosing party. Disclosure to a professional adviser under a duty of confidence is permitted.

Privacy and Data Protection

The privacy policy published on this website forms part of these terms. The Company processes personal information in accordance with that policy and with any data processing terms agreed for a specific engagement. Where the Company acts as a processor for the Client, the Client remains the controller and gives the Company written instructions concerning the processing of personal information. The Company informs the Client if an instruction conflicts with applicable law.

The Company applies technical and organisational measures that are reasonable for a business of its size. The Client applies equivalent measures for information it sends to the Desk. If a breach affects information under the control of the Company, the Company notifies the Client without undue delay and cooperates in the response. The Company does not transfer Client information to a new provider without notifying the Client in advance.

Acceptable Use

The Client agrees not to use the Services to conduct an unlawful test against a system that it does not own or have authority to test, to instruct the Desk to bypass a safeguard without authorisation, or to represent a Company report as a certification that it is not. A drill is a rehearsal, not a certification, and the Company labels its reports accordingly.

The Client further agrees to respect the health and safety arrangements at its premises, to provide a safe working environment for any attendee, and to inform the Desk of any hazard that an attendee should know about. The Company may stop a Session if continuing would create a risk to people or to property and will explain the decision in writing.

Third Party Materials

The Services may involve third party software, cloud platforms and network equipment. The Company does not control those products and does not warrant that a third party will continue to support a feature or a version. Where a Finding concerns a third party product, the Company describes the observation and leaves the commercial relationship with the vendor to the Client.

The Company uses a small number of service providers for hosting, email and bookkeeping as described in the privacy policy. The Company remains responsible for the performance of a provider to the extent required by law, and it will inform the Client of a change of provider where that change affects the way Client information is handled.

Warranties

The Company warrants that the Services will be delivered with reasonable skill and care by competent personnel, that personnel will hold the relevant experience for the routine they run, and that Deliverables will be prepared honestly and in good faith. The Company does not warrant that an integrated system will be free from every defect or that a drill will prevent every incident. Every system has a limit, and the Desk exists to name the limit rather than to deny it.

Except for the warranties stated in this section, the Services are provided without other warranties, whether express or implied, to the extent permitted by law. A warranty is only valid if the Client reports the concern in writing within a reasonable period after the Session to which it relates and gives the Company a fair opportunity to investigate.

Limitation of Liability

To the extent permitted by law, the Company is not liable for indirect or consequential loss, loss of profit, loss of opportunity or loss of anticipated savings arising from an engagement. The total liability of the Company for direct loss arising from an engagement is limited to the fees paid by the Client for the Session to which the claim relates, or to the total fees paid in the twelve months before the claim where that is greater.

Nothing in these terms limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot lawfully be limited. The Client is responsible for maintaining its own backups and for deciding what action to take following a Finding. The Company gives advice; the Client decides.

Indemnity

The Client indemnifies the Company against claims arising from the Client testing a system it is not authorised to test, from instructions that are unlawful, or from information the Client provides that is inaccurate in a material way. The Company indemnifies the Client against claims that a Deliverable infringes the intellectual property of a third party as a result of the Company own creation, provided the Deliverable has been used as intended.

An indemnity is conditional on the party seeking cover notifying the other promptly, allowing the other to control the defence where reasonable, and cooperating in good faith. A party does not admit liability in a way that prejudices the other party without consent.

Termination

Either party may terminate an engagement by written notice in accordance with the notice period stated in the proposal, or immediately where the other party commits a material breach that is not remedied within a reasonable period after written notice. On termination, the Company completes any Session already in progress, issues Deliverables that have been prepared, and invoices for work performed to the date of termination.

Sections dealing with confidentiality, ownership, liability and governing law survive termination. On termination, the Client receives its Deliverables and the Company retains its own records for the retention period described in the privacy policy. Where the Client asks the Company to delete its records earlier and the law allows it, the Company will do so and confirm the deletion in writing.

Force Majeure

Neither party is liable for a delay or failure caused by an event beyond its reasonable control, such as a natural disaster, an extended utility failure, a network outage affecting a region, or a lawful order of a public authority. The affected party notifies the other promptly, describes the event, and makes a reasonable effort to resume performance.

If a force majeure event continues for an extended period, either party may terminate the affected part of the engagement by written notice. Sessions already delivered are invoiced in the ordinary way. The Desk records a force majeure interruption in the watch book so that the record of the engagement remains accurate.

Drill Safety and System Care

A drill is a rehearsal and must never become a cause of harm. Before a Session that touches a live system, the Company prepares a plan that states the environment, the simulated actions, the rollback route and the person who may abort the Session. The Client confirms the plan in writing. If the plan cannot be confirmed, the Session does not proceed.

No drill is run against production without a written rollback route and an agreed abort authority. Where a drill reveals that the rollback route is unreliable, the Company stops the exercise and records the observation as a Finding. The safety of people, followed by the safety of data, always takes priority over completing a scheduled exercise.

Intellectual Property

The Company retains ownership of its general methods, templates, training material and internal tooling. The Client owns the specific Deliverables for its estate as described in the ownership section. The Client grants the Company a limited licence to use its name and logo in a factual client list, only with prior written consent and only in a form the Client has approved.

Neither party gains rights in the trade marks or brand of the other beyond those expressly granted. The Company does not use Client material in a case study, a presentation or a public article without written consent. If consent is given, the Client may withdraw it for future use, and the Company removes the material within a reasonable period.

Website Use

The website is provided for information about the Company and the Desk. The Company aims to keep the content accurate and current but does not warrant that every page is free from error or that the site will be available without interruption. Content may be updated at any time. Nothing on the website is a binding offer; a binding engagement requires a signed proposal or a written acceptance of these terms.

Visitors may read, print and share pages for their own use. Visitors may not copy substantial parts of the site into another publication, use the site to distribute malicious code, or attempt to gain unauthorised access to any system connected with it. Requests for permission to reproduce material should be sent to request@shieldvectaris.mom.

Governing Law

These terms are governed by the laws of the State of Utah and the applicable laws of the United States, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts sitting in Utah for disputes arising from these terms, unless the proposal states a different forum.

Before beginning formal proceedings, the parties agree to attempt a good faith discussion of the dispute for a reasonable period. Where a dispute concerns a technical Finding, the parties may agree to appoint an independent technical reviewer acceptable to both. Nothing in this section prevents either party from seeking urgent relief where the law permits it.

Changes to These Terms

The Company may revise these terms to reflect a change in law, a change in the Services or an improvement in clarity. A revised version is published on this page with a new effective date, and a material change is summarised at the top of the page for a reasonable period. For an active engagement, a material change is notified to the Client in writing before it takes effect.

If the Client does not accept a material change, it may end the engagement under the termination section without penalty, provided it gives notice before the change takes effect. If the Client continues the engagement after the effective date, it accepts the revised terms for work performed after that date.

Contact

Questions about these terms, a proposal or a specific Session should be sent to the Desk at request@shieldvectaris.mom or by telephone at +18028023916. Written correspondence may be addressed to Shieldvectaris INC, 3808 S 300 E, South Salt Lake - 84115-4824, United States (US). We aim to answer written questions within one business day.

If a question concerns a Deliverable, please quote the Session name and the date so that the Desk can open the correct record in the watch book. If a question concerns an invoice, please quote the invoice number and the engagement period.