Terms & Conditions
Last updated: 10th November 2025
These Terms and Conditions (the “Agreement”) are a binding agreement between you or the entity you represent (“Client”, “you”) and Noble Point Group LTD (“Noble Point”, “Noble Point Services”, “we”, “us”, “our”) governing your purchase and use of Noble Point services (the “Services”). By engaging Noble Point Group Limited or using the Services you accept and agree to be bound by this Agreement.
Definitions
1.1 “Services” means the professional and managed services offered by Noble Point Group Limited, including but not limited to managed cybersecurity, SOC / MDR, DFIR and incident response, vCISO and advisory, IT asset lifecycle and refurbishment (ITAD), cloud and infrastructure management, ITAM and procurement advisory, 24/7 helpdesk, AI enabled services, and any other products or deliverables described in a Statement of Work.
1.2 “SOW” means any Statement of Work, Order Form or Service Schedule signed by both parties that describes scope, fees, service levels and deliverables.
1.3 “Confidential Information” means information labelled or that reasonably should be understood to be confidential. It includes Client data, security findings, personal data, forensic artifacts and remediation plans.
Acceptance and Order of Precedence
2.1 These Terms govern every engagement unless the parties sign a written agreement that expressly supersedes these Terms. Any inconsistent term in a Client purchase order is void unless expressly accepted in writing by Noble Point Group Limited.
2.2 The SOW and any annexes form part of this Agreement.
Services and Delivery
3.1 Noble Point Services will provide the Services described in an SOW in a professional manner consistent with industry practice and applicable laws.
3.2 Noble Point Services may engage subcontractors or third party providers to perform parts of the Services. Noble Point will remain the Client’s single point of accountability for delivery unless otherwise agreed in writing.
3.3 For any services involving AI, Noble Point Services will operate models as AI assisted with human oversight and will provide governance artifacts on request and under applicable confidentiality restrictions.
Client obligations
4.1 Client must (a) provide accurate contact and billing information; (b) provide timely access to systems, personnel, sites and data required for Noble Point Services to perform services; and (c) ensure lawful rights to share data with Noble Point (including third party consents where required).
4.2 Client must not disable, tamper with, or circumvent forensic or monitoring controls implemented by Noble Point Services during an engagement.
Fees, Invoicing and Payment (confidential)
5.1 Fees and invoicing arrangements are set out in the applicable SOW or Order Form. The SOW will specify rates, billing frequency and payment instructions. Where subscription services apply, renewal terms are set out in the SOW. Detailed payment terms are treated as confidential commercial terms between the parties and are recorded in the SOW.
Confidentiality and NDAs
6.1 Each party will keep Confidential Information secret and only use it to perform the Agreement. Disclosure is permitted to employees or contractors on a need to know basis provided they are contractually bound to equivalent confidentiality obligations.
6.2 Noble Point Services may request a mutual non disclosure agreement prior to receiving particularly sensitive information. Where such an agreement is executed, its terms will apply in addition to this Agreement.
Data Protection and Privacy
7.1 Noble Point Services will process Client personal data in accordance with a Data Processing Addendum (DPA) attached to or executed alongside this Agreement. The DPA governs roles, subprocessors, security measures, transfers and breach notification obligations.
7.2 For services that store or process Client personal data, Noble Point Services will implement technical and organisational measures appropriate to the risk, including encryption in transit and at rest where applicable.
ITAD, Chain of Custody and Refurbishment Specifics
8.1 For ITAD and refurbishment services, Noble Point Services will maintain an auditable chain of custody for physical assets from collection to disposition as described in the SOW. Physical custody records, serial numbers and inspection images form part of the evidence trail.
8.2 Client must ensure legal ownership or authority to transfer assets to Noble Point Services. Noble Point Services will not accept assets that are subject to unresolved third party liens or regulatory restrictions.
8.3 Refurbishment warranties and remarketing arrangements, including any guaranteed recovery or buyback terms, will be set out in the SOW. Noble Point Services’ liability for refurbished units is limited to the warranty expressly stated in the SOW.
Security and Evidence Handling (DFIR)
9.1 For DFIR engagements Noble Point Services will act to preserve evidence and, where agreed, will produce an audit grade forensic package with chain of custody records and sealed artifact hashes. Client authorises Noble Point Services to collect, copy and retain forensic artifacts solely for the purpose of performing the Services and for legal retention as agreed.
9.2 Noble Point Services will not disclose investigative findings without Client consent except where required by applicable law; in such events Noble Point Services will notify Client unless prohibited.
Service Levels and Support (general)
10.1 If service levels or support options are purchased, they will be documented in the SOW. Any available remedies for failure to meet agreed levels are set out in the SOW.
10.2 24/7 support, where purchased, will be delivered under the support terms agreed in the SOW.
AI and Model Governance
11.1 Noble Point Services provides AI assisted services intended to augment human decision making. Noble Point does not rely on fully autonomous decisioning for critical actions without explicit Client agreement.
11.2 Noble Point Services will maintain versioning, validation logs, drift monitoring and explainability summaries. Governance artifacts are available under confidentiality terms and may be provided under NDA.
11.3 For highly sensitive projects Noble Point Services can discuss isolated or client controlled model execution options as part of the SOW.
Intellectual Property
12.1 Client owns its data and any Client supplied content. Noble Point Services retains ownership of its methodologies, tools, models, scripts, know how and intellectual property used to provide the Services.
12.2 Subject to payment of all fees, Noble Point Services grants Client a non exclusive, non transferable license to use deliverables as specified in the SOW. Any third party software or open source components remain subject to their own licenses.
Warranties and Disclaimers
13.1 Noble Point Services warrants that Services will be performed with reasonable skill and care. For hardware refurbishment Noble Point warrants compliance with the refurbishment certification in the SOW for the warranty period specified.
13.2 EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND NOBLE POINT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Limitation of Liability
14.1 NOBLE POINT’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED 1 EURO.
14.2 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Indemnification
15.1 Client will indemnify, defend and hold Noble Point Services harmless from claims arising from Client’s misuse of the Services, Client content, third party claims related to Client supplied assets (including liens), or breaches of law by Client.
15.2 Noble Point Services will indemnify Client against third party claims that Noble Point delivered materials infringe a third party’s intellectual property rights, subject to notification, cooperation and Noble Point Services’ option to replace, modify or obtain a license as the exclusive remedy.
Term and Termination
16.1 Term begins on the Effective Date in the SOW and continues per the SOW. Either party may terminate for material breach if the breach is not cured within thirty (30) days of written notice.
16.2 On termination Client will pay for Services performed and costs incurred up to termination date. Noble Point Services will, on request and as set out in the SOW and DPA, return or destroy Client data.
Force Majeure
17.1 Neither party is liable for failure or delay due to events beyond reasonable control (acts of God, war, strikes, government acts, outages). The affected party must promptly notify the other and use reasonable efforts to resume performance.
Export Controls and Compliance
18.1 Both parties will comply with applicable export, sanctions and trade laws. Client will not supply assets or data to Noble Point in violation of applicable sanctions or export controls.
Assignment
19.1 Neither party may assign the Agreement without written consent of the other, except that Noble Point may assign to an affiliate or buyer of substantially all assets if the assignee assumes Noble Point’s obligations.
Notices
20.1 Notices must be in writing and delivered by email to the address in the SOW or sent to the contact email below. For contract administration and legal notices use: [email protected].
Miscellaneous
21.1 Entire Agreement. This Agreement and the SOW(s) constitute the entire agreement and supersede prior agreements.
21.2 Severability. If any provision is invalid it will be severed and the remainder enforced.
21.3 Relationship. The parties are independent contractors and nothing creates a partnership or agency except where explicitly agreed.
