Updated – 2024.08.02
1.0 General
WYVERN Ltd (“WYVERN”) offers products and services (“Offerings”) for a prospective or existing client (“Client”) which enables them to improve their performance in risk management related to safety and security. WYVERN and Client are referred to herein as “The Parties.” The delivery and use of these Offerings are conditional upon the terms and conditions stated herein.
These terms and conditions, together with the proposal, quote, or offer, when accepted and signed by the Client, shall form the Agreement between The Parties.
No other terms and conditions, except for applicable regulations, shall apply to the Agreement between The Parties.
WYVERN reserves the right to amend these Terms and Conditions.
2.0 Memberships
WYVERN offers fee-based memberships to utilize WYVERN risk management systems, safety data systems, coaching services, safety support services, consulting services, and other services. The Client’s continued use of the membership offerings constitutes continued agreement to all applicable Terms and Conditions.
3.0 Intellectual Property (IP) Rights and Licenses
3.1. WYVERN intellectual property, service marks, trademarks, certification marks, logos, copyright works, and inventions remain the sole property of WYVERN and shall not be sold or licensed by the Client.
3.2. WYVERN shall allow the Client to use WYVERN certification mark(s), badge(s) and logo(s) for the duration of this Agreement when used in accordance with the WYVERN policy.
3.3. WYVERN reserves the right to substitute or withdraw the right to use any or all WYVERN logos, marks, badges and/or certificates at any time should the Agreement be terminated as well as in the event of noncompliance with these Terms and Conditions and/or WYVERN Member policies.
4.0 Obligations of WYVERN
4.1. WYVERN will issue a Certificate only after successful completion of an assessment to the satisfaction of WYVERN.
4.2. WYVERN shall postpone the issuance of a Certificate until the Client implements corrective actions related to nonconformities identified during an assessment.
5.0 Obligations of the Client
5.1. The Client agrees to comply with the conditions set by WYVERN for the issue of a Certificate.
5.2 The Client recognizes that WYVERN has the right to revise the standards related to the certification at any time.
5.3. The Client shall ensure conformity with the current version of the standards against which it is certified.
5.4. The Client agrees to cooperate and allow WYVERN access to all applicable premises, documentation and information deemed necessary by WYVERN to verify conformity.
5.5. The Client agrees that information relating to its certification and scope of certification can be made publicly available by WYVERN.
6.0 Suspension or Withdrawal of Certification
6.1. WYVERN may suspend or withdraw the Client’s Certification and reserves the right to make public the fact that such action has been taken when, in the reasonable opinion of WYVERN:
- The Client’s actions may appear in conflict with WYVERN’s policies, mission or values; and/or
- The Client is in material breach of this Agreement; and/or
- The Client does not maintain conformity with the applicable standards upon which the Certificate was issued.
6.2. Where it considers it appropriate, WYVERN may, at its sole discretion, inform the Client of its intention to suspend or withdraw certification and to allow the Client a reasonable opportunity to take corrective action, within such timescales as WYVERN may reasonably specify, before the suspension or withdrawal takes effect.
6.3. On suspension or withdrawal of Certification, the Client shall immediately cease to use any WYVERN trademarks listed in 3.1 above associated with the Certification and cease to make any claims that imply that they comply with the requirements for Certification. This includes removal of WYVERN trademarks on the Client’s website and marketing materials.
6.4. The Client shall, as requested by WYVERN, destroy all electronic and hardcopy Certificates relating to the certification and at the Client’s expense remove all claims, service mark(s) trademark(s), other names or logos and copyright works from products, documents, advertising and marketing materials with immediate effect. The Client shall also cooperate with WYVERN to confirm that these obligations have been met and shall, if requested, confirm in writing the destruction and/or return of all such references or certificates by one of its directors.
7.0 Limitations on Statement of Conformity
WYVERN conducts its assessment activity through a sampling process to determine if the Client’s systems conform to the applicable standards. Any statement of conformity issued by WYVERN in the form of reports, Certificates or other communications is based on these sampling processes. WYVERN does not warrant, represent or undertake that these statements mean that all activities are in conformance with the relevant standards at the time of the assessment or that subsequent to the assessment, the Client’s activities will continue to be in conformity with the relevant standards.
8.0 Copyright
Except for material in the public domain under United States copyright law, all material contained on WYVERN’s software systems, to include WYVERN’s public website (including all programming code) is protected by United States and foreign copyright laws. Except as otherwise expressly provided in these terms and conditions, you may not copy, distribute, transmit, display, perform, reproduce, publish, license, modify, rewrite, create derivative works from, transfer, or sell any material contained on the membership without the prior consent of the copyright owner.
None of the material contained on any WYVERN system may be manipulated or redistributed without the prior written consent of WYVERN. Violation of this provision may result in severe civil and criminal penalties.
9.0 Warranty
9.1. The Client hereby warrants that it will, during the validity period of the Certificate, conform to all applicable standards and reasonable requirements necessary for the issuance of the Certificate including (but without prejudice to the generality thereof) all statutes, rules, and regulations issued by any statutory or other competent authority, all recommendations, codes and similar matters issued by any authority pursuant to which in compliance with which or for the purpose of which the Certificate is issued or such other reasonable requirements of WYVERN as are necessary to enable the Certificate to be issued and maintained in force in accordance with the standards reasonably expected of accredited or competent certification.
9.2. The Client hereby warrants the completeness and accuracy of all documents and accuracy of all information supplied to WYVERN for the purposes of the Agreement, both at the time of supply and subsequently. The Client further warrants that in the event that it discovers that certain information provided is not accurate or complete, it will notify WYVERN of this as soon as practical but no longer than 48 hours.
9.3 The Client remains solely liable for any defect in the delivery of its products or services, and shall defend, protect and indemnify WYVERN from any claim or liability in connection with the delivery of the Client’s products or services.
9.4 WYVERN data and software products are provided without a warranty. Neither WYVERN nor its employees, agents, third-party information providers, merchants, licensors or the like warrant the reliability of the software systems as well as the accuracy of the data in the systems. No agent or representative has the authority to create any product warranty on behalf of WYVERN.
9.5 WYVERN warrants that it will provide auditing, consulting, training, and safety support services with reasonable care and skill.
10.0 Fees and Payments
10.1 WYVERN reserves the right to increase fees each year without notice by an amount not to exceed 5%. For increases above this amount, WYVERN will provide reasonable notice.
10.2 Any service or product that the Client requests to be supplied which is in addition to the agreed services and/or products will be charged at WYVERN’s current rates.
10.3 Payment is due within 30 days of the invoice date unless stated otherwise on the invoice.
10.4. In the event that any full payment is not made per invoice terms, WYVERN reserves the right to charge interest (at the statutory rate) from the due date until payment in full, and/or suspend the provision of all Services and/or Products, and/or terminate the Agreement (including suspension or withdrawal of any Certificate awarded to the Client), without prejudice to WYVERN’s other rights and remedies.
10.5. All fees and expenses quoted are exclusive of taxes.
11.0 Termination
11.1 Either Party may terminate this Agreement by providing appropriate written notification as noted below.
11.2 Either Party may consider this agreement terminated if:
- Either Party is notified by the other of a material breach of this Agreement and the material breach not being remedied within 14 days from the date of receipt of said notification; or
- If either Party goes into liquidation, receivership or an administrator is appointed for all or part of the undertaking thereof; or
- If either Party ceases to conduct business, whether in whole or in part.
11.3 In the event of the Agreement being terminated, the WYVERN Certificate issued pursuant hereto shall immediately become invalid and the Client shall cease to be entitled to use the same or any logo or mark of WYVERN and shall destroy all electronic and hardcopy Certificates relating to the certification and at its own expense remove all claims, service mark(s) trademark(s), other names or logos and copyright works from products, documents, advertising and marketing materials with immediate effect. The Client shall confirm in writing that these obligations have been met and shall provide full co-operation to enable WYVERN and its Accreditation Bodies to carry out any verification activities necessary.
11.4 The Client reserves the right to terminate fee-based services before the next scheduled payment. To initiate termination, the Client must provide written notice to WYVERN at least five (5) days before the next billing cycle begins. Upon receipt of the termination notice, services will be discontinued as requested.
11.5 It is important to note that while the Client has the right to cancel WYVERN fee-based services before the subsequent payment, WYVERN does not offer refunds for any portion of the service period that has already been paid for. All payments made before the effective date of termination are non-refundable.
12.0 Liability
WYVERN shall not be liable to the Client for any loss in connection with this Agreement. The foregoing section shall survive the termination or expiry of the Agreement.
WYVERN accepts no liability to the Client in the event that any loss or claim is suffered by the Client as a result of any finding of nonconformity with the applicable standards.
13.0 Indemnity
13.1. The Client shall fully and effectively indemnify WYVERN and keep WYVERN indemnified against any loss arising from activities related to this agreement.
13.2. The Client acknowledges that non-conformance to applicable professional safety standards owed under this Agreement may be detrimental to both the Client and WYVERN.
14.0 Force Majeure
WYVERN shall not be liable in any respect should it be delayed or prevented from discharging its obligations under the Agreement as a result of any matter beyond its reasonable control (“Force Majeure”) and the time for performance shall be extended by the period of Force Majeure.
15.0 Confidentiality
Except as may be required by law, both Parties will treat as strictly confidential and will not disclose to any third party without prior written consent of the other, any information which comes into their possession, the possession of their employees, agents or others by virtue of the Agreement, provided that this clause shall not extend to information which was rightfully in the possession of such party prior to the commencement of the negotiations leading to the Agreement or which was already public knowledge or becomes so at a future date or which is required to be disclosed by law.
The foregoing obligations as to confidentiality shall survive any termination of the Agreement and will continue into perpetuity.
16.0 Law
This Agreement shall be exclusively governed and construed in accordance with the laws in force in the State of Delaware (United States).
17.0 Waiver of Remedies
Any delay or omission on the part of either Party to exercise or avail itself of any right power or privilege that it has or may have hereunder shall not operate as a waiver of any breach or default by the other Party. A right under this Agreement may only be waived if in writing and signed by an authorized representative.
18.0 Entire Agreement
This Agreement supersedes all prior agreements, arrangements and undertakings between the Parties and constitutes the entire agreement between the Parties relating to its subject matter.
19.0 Assignment
Neither Party shall assign the Agreement or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the other.
20.0 Invalidity and Severability
If any provision of the Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provisions shall not affect the other provisions of the Agreement, and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
21.0 Headings
Headings and numberings of Clauses are for ease of reference only and shall not affect the interpretation or construction of the Agreement.
22.0 Notices
22.1. Any application, notice or any other communication, if it is made according to this Clause, shall be considered to be valid if:
- If it is sent by pre-paid first-class mail to WYVERN’s home office; or
b. If it is delivered in person to WYVERN’s home office; or
c. If it is sent by e-mail to and acknowledged via reply email by WYVERN’s CEO.
22.2. If the delivery is carried out in person on a non-business day, or after 4:00 p.m. Eastern Time on a business day, the notification shall be considered to be made on the following business day.
23.0 Independence
The Parties to the Agreement are independent and nothing in the Agreement shall be deemed to place the Parties in the relationship of employer/employee, principal/agent, partners or a joint venture.