Project, Service or Program
Intact Security Pty Limited (“Intact Security”) agrees to provide the services or program specified in the Proposal and the Client agrees to pay the fees specified in the Proposal in relation to that project, service or program.
The Client acknowledges that:
• The services completed by Intact Security on the basis of the information provided to Intact Security by the Client (“Client Information”) and Intact Security is not obliged to query the
relevance or accuracy of any Client Information for the purposes of the project, service or program;
• The Actions and Deliverables provided by Intact Security are provided on the basis of the Client Information.
• Risks – You acknowledge that Intact Security Pty Ltd, and its directors and employees (referred to as ‘Intact Security’, ‘us’, or ‘we’), do not have explicit knowledge of your network and systems, the network configurations and operations. You also acknowledge that due to the potentially intrusive nature of some of the testing we may perform as part of our
services to you, you fully understand and accept the risks associated with such testing including, but not limited to, any service performance degradation, service disruption, ,
loss of data or system integrity, and unintentional disclosure of confidential information to any unauthorised person(s).
• Backup and Recovery – you agree to ensure that an adequate backup regime and recovery process exists during the period of the project, service or program so that systems may be fully recovered if required following disruption or loss of data. We are entitled to rely on the suitability and effectiveness of your back-up regime and system recovery process without
independently verifying these
• Information – We are entitled to rely on the accuracy of information provided to us without independently verifying it. This is regardless of whether you, your representatives,
service providers, or any other of your third parties provide the information.
• Resources – you must provide all resources that are reasonably necessary to ensure timely review, feedback, and approval of all plans, specifications, and deliverables
relating to the services we provide to you
• Third-party approvals – prior to us commencing our services to you, you must advise and gain the necessary approvals from any related or affected stakeholders or third parties
(such as outsourced service providers) for the work we have been requested to undertake as part of our services to you
• Access – to related information, systems, premises, and to your management and staff.
Intact Security must use all reasonable efforts to complete the services as described in the related quotation/proposal. Intact Security will perform the services with diligence and due care; however, the quality of the services will depend on your assistance and input.
You agree that Intact Security, (and its directors and employees) will not be liable for any disruption to your systems or organisation that we may cause. This includes, but is not limited to, any service disruption, service performance degradation, loss of data or system integrity, and unintended disclosure of confidential information to any unauthorised person(s). We will however provide assistance, which we deem reasonable, to remedy any such circumstances once we become aware of such circumstances.
Confidentiality and Intellectual Property
Each party shall keep all information obtained in connection with the project, service or program (“Confidential Information”) confidential, and must obtain the express consent of the other party before disclosing any information to any third party.
All intellectual property, including copyright, developed by Intact Security in the course of the project, service or program (“Intellectual Property”) vests in Intact Security.
Nothing shall prevent Intact Security from providing the Confidential information to any of its advisors, legal representatives or where required by law.
Intact Security (and its vendors and subcontractors) retain:
(a) as confidential information the concepts, ideas, processes and techniques developed in the
course of providing the services to you; and
(b) all copyright and other intellectual property rights in:
(i) Information, models, methodologies, frameworks, practices, specifications and other
elements of the deliverables which were owned or developed by us (or our vendors or sub-contractors) before, or during the services provided to you (or which are listed under Australian Patent: 2017101564); and
(ii) all tools and any enhancement, improvement or other derivative of those tools used by Intact Security (or its subcontractors) in performing the services.
Rules of Engagement
Intact Security will provide a plan and timetable to the Client prior to beginning the project, service or program. The plan will conform to the agreed upon “rules of engagement” to minimise the risk of damage to the Client resources.
The Client indemnifies Intact Security against prosecution, claims, liability or loss including any costs, charges or expenses arising from its proper performance of the project, service or program (including Audits).
Intact Security is not liable for any loss, damage, expense or cost incurred by the Client arising out of:
• Compliance with any instruction or direction from the Client;
• Provision of any Action or Deliverable based on the Client Information;
• Delay, non-receipt or receipt of any Client Information;
• Proper performance of the project, service, program (including Audits).
Intact Security’s liability under the Proposal and these Terms and Conditions is limited to the sum of Fees paid by the Client under the Proposal
Intact Security will not be liable for any failure or delay in performing the services if that failure or delay arises from anything beyond its control. This includes, but is not limited to, the untimely
performance by you of your obligations. We are also entitled to review our fees and, if necessary, terminate our services to you.
Fees & Expenses
We will issue our invoices for fees and any expenses relating to the services to you or as you otherwise direct. In the event that you direct us to issue an invoice to another party, you will
remain responsible for payment until our invoice is paid in full.
It is agreed that correspondence or documentation may be transmitted between Intact Security and you over the Internet. It is acknowledged that we will not be responsible for any loss, damage, expense, harm, or inconvenience resulting from the loss, delay, interception, corruption, or alteration of any internet mail.
We are entitled to review fees quoted if:
We do not receive your written approval for the services within 30 days of the date of our quotation/proposal, or we are still performing the services more than 3 months from commencement.
In addition to the fees, you agree to pay: all reasonable expenses including, but not limited to, travel, meals and accommodation; and Any tax or other charges imposed on us in relation to any transactions arising in connection with, or as an outcome of, our services to you including (but not limited to) goods and services tax (‘GST’).
You agree to pay fees and expenses within 14 days of the invoice date. We reserve the right to perform no further work for you until all outstanding accounts are paid in full.
Intellectual Property Rights
Intact Security will not claim ownership rights over any information provided to it by you or your representatives, service providers, or any other of your third parties.
Indemnity for Liability to Third Parties
You agree to indemnify Intact Security (and its directors and employees) against all liabilities, claims, costs and expenses collectively referred to as ‘Loss’ (including any GST payable by Intact Security on amounts paid by you under this indemnity) incurred by Intact Security 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 we provide to you.
Limitations of Liability
a) If any legislation, such as the Trade Practices Act or the Corporations Act, prohibits or otherwise precludes a restriction, modification, or exclusion of any statutory condition,
warranty, guarantee, right, remedy, or other benefit, then this clause does not restrict, modify or exclude it.
b) (i) You agree that for all loss or damage sustained by you in relation to our services (including interest and costs), Intact Security (and its directors and employees) is only liable to the
One (1) times the fees (excluding GST) actually paid, or payable, by you to Intact Security for the services, to a total maximum of A$1 million, or If Intact Security is providing its services to you in defined phases as detailed in the related quotation/proposal, one (1) times the fees (excluding GST) actually paid, or payable, by you to Intact Security for the relevant phase(s) to which loss or damages are related, to a total maximum of A$1 million for all phases.
(ii) This limitation applies to all liability, whether without limitation, for negligence or for breach of section 52 of the Trade Practices Act or under the Corporations Act; and is modified, or expanded in 10(c) and 10(d) below.
c) You agree that Intact Security may, in its absolute discretion, choose either to re-supply the services, or to pay you the cost of having the services re-supplied if:
Division 2 of Part V of the Trade Practices Act 1 applies to this agreement and Intact Security breaches any term implied by that Act; and it is fair and reasonable for Intact Security to make that choice.
d) Intact Security is not liable:
To the extent that you are responsible for an act or omission that contributed to your loss; or for any indirect or consequential costs, loss or damage or loss of profits.
e) In jurisdictions where the Professional Standards Act does not apply then the parties agree that Intact Security liability (and it directors and employees) is limited as if the act applied.
All aspects of the services and the quotation/proposal are governed by, and construed in accordance with, the laws of the state of NSW, Australia. Both you and Intact Security irrevocably submit to the exclusive jurisdiction of the Courts of that state.
If any provision of these terms & conditions, or the terms and conditions detailed in any related quotation/proposal to you, is found to be illegal, unenforceable, or otherwise invalid then, despite that invalidity or infringement: these terms and conditions, and those detailed in the related quotation/proposal, will remain in full force and effect; and That provision will be deemed to be deleted and, substituted by a valid one which in its economic effect comes so close to the invalid provision that it can be reasonably assumed that the parties would have contracted also with this new provision.
If there is a dispute relating to the project, services or program, or these terms and conditions and the related quotation/proposal, the parties will submit to mediation before having recourse to any other dispute resolution process. Written notice of the dispute will be given for it to be submitted to mediation before a mediator chosen by the parties or, where the parties cannot agree, by the Australian Commercial Disputes Centre (ACDC).
The parties will use their best endeavours to settle the dispute promptly. The mediation will be conducted in accordance with the ACDC Mediation Guidelines to the extent that they do not
conflict with the provisions of this clause. If the dispute is not resolved within 60 days after notice of the dispute, the mediation will terminate unless the parties otherwise agree.
Withdrawals & Refunds
Clients who decide to withdraw from their project, service or program are required to notify Intact Security in writing. Intact Security will attempt to resolve the request, however where a client requests to cancel, withdraw or seeks a refund of a project, service or program where the problem is outside the control of Intact Security such cancellation, withdrawal or refund may not be granted. This also applies where the client has:
- changed their mind
- insisted on having a service provided in a particular way, against the Intact Security’s advice
- failed to clearly explain their needs to the provider.
A refund for a project, service or program for which you have paid may be given in the following circumstances:
- Where you enrolled for a project, service or program that has been cancelled by Intact Security;
- Where you have overpaid your fee;
- Where you formally advise Intact Security in writing prior to the start of your project, service or program that you wish to withdraw;