TERMS AND CONDITIONS

Our proposals and our provision of the Services to customer are subject to the following terms and conditions: 

  • Resources 

Under our proposals we provide capabilities rather than individuals, and thus reserve the right to change resources, if needed, in consultation with customers. 

  • Validity of Proposal 

Our proposals remain valid for 30 days from its date.  We reserve the right to amend the pricing at any time. 

  • Confidentiality 

  1. The contents of Our proposals and any documents provided to customer as part of quotation process (including where documents are provided as part of the undertaking of the project) constitute Our commercially valuable and confidential information and may only be used by customer for the purpose of evaluating this proposal. It must not be disclosed to any third party without Our prior consent, unless customer are required to do so by law. 

  2. Without limiting the above, customer must treat all information provided by Us in connection with the Services or products, including Our technical, operational, billing, pricing and commercial information as confidential and must not disclose any information with prior written consent from Us. 

  3. Neither party shall advertise or publicly announce any matter relating to the Services without the prior written consent of the other party.  

  • Intellectual Property 

  1. We retain ownership of all intellectual property subsisting in the contents of our proposal and any documents or other materials provided to customer as part of this proposal (the “Deliverables”).  Following payment by customers of fees relevant to such Deliverables, We grant to customer a non-exclusive, non-transferable royalty free licence to use the Deliverables for customer’s internal business purposes only.   

  2. Customer grant Us a perpetual, non-exclusive, non-transferable, royalty free licence to use any materials (including software) provided by customer to Us in relation to the engagement scope.  This licence includes the right to copy, modify, adapt or merge the materials with other materials.  You indemnify Us against any loss, damage, liability, expenses, cost or expense incurred by Us as a result of a claim by a third party against Us that any materials provided by You to Us infringes the intellectual property of a third party.  

  • Technical appraisal 

The prices, Services and products in this proposal are based on, amongst other things, Our current understanding of customer requirements.  Technical appraisal by Us may be required.  If additional design or other work is required to provide any Service or product (eg installation of network infrastructure), further costs may apply and will be advised to customer before commencement of work. 

  • Scope Change Management 

Changes to scope and extent of services can only be made to proposals (including the Services) in accordance with the following Change Management process.  

This process will involve one Party sending a Change Request to the other Party for approval of change to any Services or other aspects to this proposal.  If both Parties agree the Change Request, We will provide customer with a statement of impacts to the Services parameters (schedule, cost, quality, contract, warranty, scope & resource) unless this is already included in the Change Request (for example, where We send a Change Request to customer).  If the Parties then agree with these impacts and sign the Change Request, We will perform the work.

 

  • Pricing and Payment 

  1. Any changes in scope or customer requirements, or changes arising from any assumption proving to be invalid, an exclusion being incorrect, or any dependency not being fulfilled will be handled in accordance with the Change Management process outlined in clause 7 above and will incur additional charges unless otherwise agreed in writing with SpartansSec.  

  2. In addition to the fees payable under this proposal, customer must reimburse Us for all out-of-pocket expenses (including all travel and accommodation expenses) reasonably and actually incurred in performing the Services and/or providing products, provided that We: 

    • First obtain verbal approval for each expense from customer representative; and 

    • Produce a valid invoice or receipt when claiming the expense. 

  3. If customer does not pay any amount due SpartansSec may discontinue the provision of the Services or products and/or charge interest (calculated on a daily basis) on any unpaid amounts at an annual rate equivalent to the Official Cash Rate set by the Reserve Bank of Australia. 

 

  • Tax 

Unless otherwise expressly stated, all prices in our proposal are inclusive of GST and other transactional taxes (including value added taxes, charges, withholding taxes, duties (including customs duty and stamp duty), excise, sales tax and other similar taxes) which may be imposed by any taxing authority where the Services and/or products are being delivered. 

 

  • Term and termination 

  1. These terms and conditions apply from the date on which customer ask Us to commence performance of the Services or provision of products relevant to the project, and will expire on the date on which the project is completed unless terminated earlier (provided that clauses 3, 4, 10 and 11 and any other provision which, by its nature, is intended to survive termination, will survive any expiry or termination of these terms and conditions). 

  2. Either customer or SpratansSec may terminate the engagement immediately by notice in writing to the other Party if: 

    • That other Party is in breach of these terms and conditions and such breach has not been remedied within 14 days of receipt of a notice from the Party not in breach specifying the breach and requiring it to be remedied; or 

    • That other Party becomes or resolves to become subject to any form of insolvency administration, is or begins to be wound up (other than for the purposes of reconstruction or amalgamation), enters into any arrangement between itself and its creditors, or is unable to pay its debts as and when they fall due. 

 

  • Representations/reliance  

  1. In performing the Services, We have relied on the timeliness and accuracy of the information customer have provided and any assistance We require from customers during Our engagement (including obtaining all necessary third party consents).  Customers indemnify and hold Us harmless against any loss, expense, damage or liabilities that may result from any third party claims against Us arising out of or in relation to the provision of the Services and products.  

  2. We will use due care and skill in performing the Services contemplated under our proposal, and will use Our reasonable efforts to comply with any project schedule, but We do not guarantee the Services will be free from all errors or necessarily provided by specific dates or times, and do not warrant the Services, or any recommendations made, will produce particular results or outcomes (including achieving any external certification, accreditation or industry standards). Acknowledging that customer are best placed to review recommendations made as they will or may impact them, and any related risks arising from implementing any recommendation, Customer must make their own assessment of the information and any recommendations provided by Us, and satisfy themselves as to its appropriateness for Your specific requirements, prior to implementing any recommendation provided by Us. You acknowledge that the proposed Services may result in or cause interruptions, loss and damage to You and Your computer systems, networks, websites, software, hardware, internet connections and data and You agree that the extent permitted by law We have no liability to You whatsoever as a result of those interruptions, loss or damage. 

  3. You acknowledge that the nature of the Services is such that We will actively attempt to breach security controls in order to obtain access to Your systems and data and that such attempts would otherwise amount to criminal activity by Us.  You specifically consent to Us attempting to gain such access to Your systems and data (except for any systems or data specifically referred to as out of scope) and that if Our activities are identified by Your staff and reported to any external body (including law enforcement agencies) You will promptly confirm to that external body that We were acting in an authorised manner.  

  4. You acknowledge that Security testing is inherently risky due to potential frailties of networks and their reaction to unknown variables and that intrusion testing will largely take place over open public networks, and that a risk exists of information being accidentally disclosed to third parties.  

  5. You acknowledge that while We will take all reasonable measures to ensure problems do not occur or that information is not accidentally disclosed, We cannot be held responsible for losses due to network variables, such as server crashes.  We recommend a total backup of the network is completed prior to any operation or testing is attempted to ensure immediate recovery in the event of losses, however unlikely. 

  6. The description of Your controls will be valid for the time of the test and the services performed by Us are limited to an assessment of the current state of Your environment.  Our report makes no representations or warranties of any kind regarding the future security of the Your services, operations, or its products, or forward-looking statements as Our assessment may no longer portray the controls in existence. 

  7. The potential effectiveness of specific controls over Your environment is subject to inherent limitations and, accordingly, errors or fraud may occur and not be detected.  Furthermore, the projection of any conclusions, based on our findings, to future periods is subject to the risk that changes made to the system or controls, or the failure to make needed changes to the system or controls may alter the validity of such conclusions. 

  • Liability 

  1. Subject to the previous paragraph, we accept liability arising from our breach of contract or negligence for: 

    • any cost or expense you reasonably incur that is a direct result of, and flows naturally from, such breach or negligence (but excludes loss of profits, likely savings and data), but we limit our liability for all such claims in aggregate to the total amount payable to us under this proposal. 

    • any damage to Your real or tangible property resulting from the supply of the Services and products but We limit Our liability to Our choice of repairing or replacing the property or paying the cost of repairing or replacing it.  

  2. Except as set out in the previous paragraph, we exclude all other warranties, rights, remedies and liability (including for loss of profits or anticipated savings, economic loss, lost data, business interruption or any indirect or consequential losses or damage) to you or a third party for breach of contract, negligence or breach of any other law.  For any liability which cannot lawfully be excluded but can be limited, our liability is limited to our choice of re-supplying or paying the cost of re-supplying services and repairing, replacing or paying the cost of repairing or replacing goods. 

  3. Customer indemnify Us against all liabilities, claims, costs and expenses (Loss) (including any GST payable by Us on amounts paid by customer under this indemnity) incurred by Us in respect of any claim by a third party which is related to, arises out of, or is in any way associated with the Services.  However, the indemnity does not apply to any Loss in respect of any matters which are finally determined to have resulted from Our negligent, wrongful or wilful acts of omissions. 

  4. No action arising out of the Services or in connection with this agreement, regardless of form, may be brought by either party more than two years after the cause of action arose. 

  • Risk and property 

All products delivered or to be delivered in connection with the Services will remain Our property until payment in full is received by Us.  All risk of loss or damage to goods delivered under this agreement shall pass to customer on delivery to Your premises or specified place of acceptance. 

  • Customer Responsibilities 

Customer agree to review the report submitted by Us at the completion of the Services and provide feedback in a timely manner.  additionally, customer will provide: 

  1. appropriately skilled key staff members to support the Service, including where applicable, a Project Manager who will be the primary point of contract for Us and a method of communication to that person (e.g. mobile phone, voicemail and email) and an escalation contact to handle issues that warrant urgent attention;  

  2. provide a suitable work area for Our staff where they are required on customer site; 

  3. such data, equipment and environmental facilities as may be specified or as otherwise required by Us to perform the Services; and 

  4. information concerning the process, system, applications and network structures that accurately reflect the status or conditions currently in effect and/or future requirements. 

Customer have obtained, or will obtain, prior to testing commencement, all necessary authorisations for testing to occur, from relevant third parties including but not limited to companies providing customer with web hosting services, IT support services, cloud computing facilities and firewall management services, where those parties are involved in the management of system(s) subject to Vulnerability Assessment under this agreement. 

Customers acknowledge and agree that We are not liable for any loss or damage suffered by customer as a result of Us accessing or seeking to access any systems or data within the scope of the Services.  

  • Governing law 

These terms and conditions are governed by Victorian law and customer and SpartansSec each submits to the exclusive jurisdiction of the courts of Victoria. 

Melbourne Australia

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