Terms of Business

State2 Security Ltd – Terms of Business

Effective Date: 27 October 2026

These Terms of Business apply to consultancy and professional services supplied by State2 Security Ltd (“State2”) to business clients (“the Client”).

These Terms should be read alongside the relevant State2 proposal, quotation, scope of work or letter of engagement. Where separately agreed written contractual terms expressly conflict with these Terms, the separately agreed terms will take precedence.

1. Engagement and Acceptance

A State2 proposal will set out the scope of services, anticipated delivery programme, consultancy resource, fees and any specific commercial arrangements applicable to the engagement.

An engagement becomes accepted when the Client confirms acceptance of the proposal, scope of work or appointment in writing, including by email, unless expressly stated otherwise.

Following acceptance, State2 may reserve the consultancy capacity identified within the agreed delivery programme and may decline or defer other work on that basis.

2. Consultancy Fees

Consultancy services will be charged at the rates specified within the applicable proposal, quotation or letter of engagement.

Unless expressly stated otherwise:

fees are exclusive of VAT;
reasonable pre-agreed travel, accommodation and other project expenses are chargeable in addition to professional fees; and
additional work outside the agreed scope will be subject to agreement before commencement.

3. Payment

Invoices are payable within 30 days of the invoice date unless different payment terms have been agreed in writing.

State2 reserves the right to claim statutory interest, compensation and applicable recovery costs in relation to qualifying overdue commercial debts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

State2 may suspend services where an invoice remains overdue, subject to providing the Client with 14 days’ written notice.

4. Resource and Capacity Reservation

Where an engagement requires State2 to reserve specific consultancy days or a defined period of delivery capacity, acceptance of the engagement constitutes the Client’s instruction for State2 to reserve that capacity.

Once reserved, that capacity may be removed from availability for other clients and projects.

The Client acknowledges that cancellation, postponement or material rescheduling at short notice may result in State2 being unable reasonably to redeploy that capacity.

5. Client Cancellation, Postponement or Rescheduling

Where the Client cancels, postpones or materially reschedules an accepted engagement or reserved consultancy capacity, State2 reserves the right to charge the following cancellation fees:

More than 30 calendar days’ notice: reasonable committed and non-recoverable costs;
15–30 calendar days’ notice: 50% of the professional fees associated with the affected reserved capacity;
8–14 calendar days’ notice: 75% of the professional fees associated with the affected reserved capacity;
7 calendar days or fewer: 100% of the professional fees associated with the affected reserved capacity.

Any unavoidable or non-refundable travel, accommodation, subcontractor or other third-party costs already committed by State2 will also remain payable.

Where reasonably practicable, State2 will work with the Client to identify whether affected consultancy capacity can instead be used to deliver other useful elements of the agreed scope.

6. Client-Caused Delay

Where State2 is ready and available to deliver the agreed services but delivery is prevented or materially delayed by circumstances within the Client’s control, State2 will work reasonably with the Client to agree revised arrangements.

Reserved consultancy capacity that cannot reasonably be redeployed as a result of such delay may be treated in accordance with the cancellation, postponement and rescheduling provisions above.

Any revised delivery programme will be subject to State2’s availability.

7. Changes to Scope

Changes to the agreed scope, programme or deliverables must be agreed between the parties in writing.

Where a change materially affects the consultancy input, delivery period or resources required, State2 may provide a revised programme and fee proposal before undertaking the additional or amended work.

8. Client Responsibilities

The Client will provide State2 with reasonable and timely access to the information, personnel, locations, decisions and documentation necessary to deliver the agreed services.

State2 will not be responsible for delays resulting from information, access, decisions, approvals or other Client dependencies not being provided when reasonably required.

9. Travel and Expenses

Where travel is required, arrangements and associated costs will be agreed with the Client.

Unless otherwise agreed in writing, reasonable travel, accommodation and subsistence expenditure incurred specifically in connection with the engagement will be recoverable from the Client.

10. Confidentiality

Each party will maintain the confidentiality of confidential information received from the other in connection with an engagement and will not disclose such information to third parties without prior written consent, except where disclosure is required by law.

State2 will comply with any separately agreed confidentiality or non-disclosure agreement applicable to the engagement.

State2 proposals, reports and deliverables are provided for the Client’s agreed business purposes and must not be disclosed to or relied upon by third parties without State2’s prior written consent.

11. Intellectual Property

State2 retains ownership of its pre-existing intellectual property, methodologies, frameworks, templates, tools, models and know-how.

Upon full payment of all applicable fees, the Client is granted a perpetual, non-exclusive licence to use project-specific deliverables produced by State2 for the Client’s internal business purposes and for the purposes for which they were commissioned.

No third party may reproduce, use or rely upon State2 intellectual property or project deliverables without State2’s prior written consent.

12. Professional Services and No Guarantee

State2 will provide its services with reasonable skill, care and diligence in accordance with appropriate professional standards.

Advice, assessments and recommendations are based upon the information reasonably available to State2 at the time the services are provided.

Security, risk and resilience advice cannot eliminate all threats, vulnerabilities, incidents or losses. No guarantee of a particular outcome, mitigation or prevention is given or implied.

13. Responsibility for Decisions

State2 provides professional advice and recommendations.

The Client remains responsible for all operational, commercial, management, investment and implementation decisions arising from or informed by the services provided.

The Client is responsible for deciding whether, when and how State2 recommendations are implemented and for maintaining appropriate organisational safeguards and controls.

14. Third-Party Reliance

State2’s services and deliverables are prepared solely for the Client and the purposes identified within the relevant engagement.

No third party may rely upon State2’s reports, assessments, advice or other deliverables without State2’s prior written consent.

15. Deliverables and Acceptance

The Client should review project deliverables promptly following receipt.

Unless otherwise agreed, the Client should notify State2 within 10 working days of any material error or failure of a deliverable to meet the agreed scope.

Where no such notification is received within 10 working days, the deliverable will be regarded as accepted.

16. Assignment and Subcontracting

Neither party may assign an engagement to another party without the prior written consent of the other, such consent not to be unreasonably withheld.

State2 may use appropriately qualified and vetted associate consultants or subcontractors to support delivery where appropriate. State2 will remain responsible for the services delivered on its behalf.

17. Insurance

State2 will maintain appropriate Professional Indemnity and Public Liability insurance relevant to the professional services it provides.

Evidence of insurance will be provided upon reasonable request.

18. Limitation of Liability

State2’s total liability arising from an engagement, whether in contract, tort, negligence or otherwise, will be subject to any liability provisions specifically agreed within the relevant proposal, letter of engagement or contract and to applicable law.

State2 will not be liable for indirect or consequential loss, or for loss of profit, revenue, opportunity or goodwill, to the extent permitted by law.

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability which cannot lawfully be excluded or limited.

19. Indemnity

The Client remains responsible for implementing appropriate operational safeguards and for decisions made in relation to State2’s recommendations.

Any indemnity applicable to a particular engagement will be subject to the specific circumstances and agreed contractual terms of that engagement.

20. Termination

Either party may terminate an engagement by providing 30 days’ written notice unless alternative termination provisions have been agreed in writing.

Termination, cancellation, postponement or material rescheduling by the Client remains subject to the applicable cancellation, postponement and committed-resource provisions contained within these Terms.

Termination does not affect fees, expenses, cancellation charges or other amounts accrued or payable up to the effective date of termination.

State2 may terminate an engagement with immediate effect where the Client commits a material breach which is incapable of remedy or, where capable of remedy, fails to remedy that breach within a reasonable period following written notification.

21. Force Majeure

Neither party will be responsible for failure or delay caused by circumstances genuinely beyond its reasonable control, including natural disasters, war, terrorism, pandemic or government restrictions.

Where such circumstances affect an engagement, the parties will work reasonably to determine whether delivery can continue, be adapted or be rescheduled.

Ordinary project or programme changes, design development, internal resourcing decisions, budget changes or changes of commercial priority will not, of themselves, constitute force majeure.

22. Data Protection

Each party will comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018, where personal data is processed in connection with an engagement.

23. Anti-Bribery, Corruption and Modern Slavery

Each party will comply with applicable anti-bribery, anti-corruption and modern slavery legislation in connection with an engagement.

24. Entire Agreement and Order of Precedence

The written documents agreed between State2 and the Client constitute the agreement between the parties in relation to the relevant engagement.

Unless otherwise expressly agreed in writing, where there is a conflict between applicable documents, the following order of precedence will apply:

specifically agreed Letter of Engagement or Commercial Terms;
the accepted State2 proposal, quotation or Scope of Work;
these Terms of Business.

25. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be treated separately and the remaining provisions will continue in full force and effect.

26. Governing Law and Jurisdiction

These Terms of Business and any engagement to which they apply are governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction in relation to disputes arising from these Terms or the relevant engagement unless otherwise agreed in writing.

27. Application of These Terms

These Terms apply where they are incorporated or referenced within a State2 proposal, quotation, Scope of Work, letter of engagement or other written agreement.

The current version of these Terms may be published on the State2 Security Ltd website and provided directly to Clients.

Acceptance of a State2 proposal, Scope of Work, appointment or engagement that expressly incorporates these Terms constitutes acceptance of these Terms of Business.