Legal

TERMS AND CONDITIONS
SOUTHERN CYBER PTY LIMITED (“SOUTHERN CYBER”, “we”, “us”) (ACN 658 787 234)

These terms and any document(s) referred to in them constitute the entire agreement about Southern
Cyber’s supply of the products and services to the client and supersede all prior understandings,
arrangements and agreements.

Words with special meanings are defined in clause 1 below. A reference in these terms to the singular
includes the plural and vice versa; and the word “including” means “including, but not limited to,” and the
word “includes” means “includes, without limitation”.

1. DEFINITIONS
Client means the person, business or company that is the purchaser of the Products and Services from
Southern Cyber named on the Scope of Works;
Products means the Products from third party vendors (including but not limited to software licenses,
support, education, and training) supplied to the Client by Southern Cyber and described in the Scope of
Works;
Services means the performance of professional services supplied to the Client on an hourly or daily rate by
Southern Cyber as described in the Scope of Works;
Confidential Information means any and all information (in any form) of a confidential nature that is made
available directly or indirectly, and before, on or after the date of this Agreement including but not limited to
financial, client, employee and supplier information, product specifications, policies and procedures,
processes, statements, formulae, trade secrets, Data, drawings and data which is not in the public domain
(except by virtue of a breach of the confidentiality obligations arising under this Agreement);
Personal Information has the meaning as referenced in the Privacy Act;
Scope of Works means the engagement letter, proposal, quote or statement of works provided by Southern
Cyber to the Client describing the Services and Products to be performed or provided by Southern Cyber;
Security Breach means a security breach is any incident that results in unauthorised access of data,
applications, services, networks and/or devices;

2. PROVISION OF SERVICES

2.1. Southern Cyber agrees to perform the Services as set out in the Scope of Works and any acceptance and
delivery will only be in accordance with the terms of this Agreement, and no other terms or conditions
contained in any other Client document will apply or be incorporated (unless agreed separately by both
parties).

2.2. Southern Cyber shall perform the services described in the Scope of Works in accordance with these
terms and conditions.

2.3. Any change to the Services will be agreed in writing by the parties.

2.4. In the event that Southern Cyber determines that work outside the Scope of Work is required to
complete the Services, it shall promptly notify the Client in writing and request the Client’s prior written
approval before proceeding with any such work.

2.5. In performance of any Services, Southern Cyber agrees to comply with all reasonable directions of the
Client and all applicable Laws in performance of its obligations, including health and safety policies of the
Client.

2.6. The Client agrees to comply with all reasonable requests or directions of Southern Cyber for the
purpose of facilitating the supply of the Services and Products. The Client agrees to act in good faith to
facilitate Southern Cyber’s supply of any Services or Products by ensuring the safe and timely provision of
access to Client’s systems, personnel, and requested information.

2.7. Southern Cyber agrees to provide technical support to the Client as specified in the Scope of Works.
This support includes assistance in troubleshooting, maintenance, and ensuring the proper functioning of
the Products and Services provided by Southern Cyber. The Client acknowledges that technical support will
be provided in good faith, and Southern Cyber shall not be liable for any indirect, incidental, or consequential
damages resulting from the Client’s use of the Products or Services, or from any delays in support response
times due to circumstances beyond Southern Cyber’s control.

3. PAYMENT

3.1. Indicative quotations may be provided for budgetary purposes and are subject to change without notice.
All pricing is provided for indicative purposes only. Should the Client wish to use Southern Cyber Services, an
official Scope of Works will be issued which will provide the Client with final confirmation of Services,
products, and pricing.

3.2. Southern Cyber will issue to the Client, a valid tax invoice for all Products and Services supplied to the
Client.

3.3. Southern Cyber’s payment terms are 30 days from the receipt of invoice or as otherwise specified in the
invoice.

3.4. All invoices issued are exclusive of applicable taxes unless explicitly stated otherwise and the Client
agrees to pay any goods and services tax included on a tax invoice.

3.5. The Client agrees to pay all tax invoices within the payment term period in the manner prescribed on
Southern Cyber’s tax invoice or Scope of Works.

3.6. Southern Cyber may make part deliveries of any products and services, and each part delivery will
constitute a separate supply of the Products and/or Services upon these terms.
Where Southern Cyber completes a partial delivery, a tax invoice will be issued for the items and/or Services.

3.7. The Client agrees not to withhold payment of a tax invoice and agrees to pay each tax invoice as and
when they fall due.

3.8. Where an order includes the supply of Products and Services, the Client cannot withhold the payment of
tax invoices for Products until the Services have been delivered and agrees to pay a tax invoice for Products
unconditionally.

3.19. Southern Cyber may, in its sole discretion, suspend the provision of credit and cease providing Products
and Services to the Client until all amounts owing are paid for in full, and from time to time and at any time,
vary or cancel any credit arrangement it makes available to the Client.

3.10. If the Client believes that Southern Cyber has invoiced the Client incorrectly, the Client must contact
Southern Cyber no later than 14 days after the invoice was issued.

3.11. Full payment for all hardware is required upfront prior to order placement. No orders will be processed or fulfilled until payment has been received in full.

4. PRIVACY & CONFIDENTIALITY

4.1. Southern Cyber is committed to ensuring the privacy of client confidential and commercially sensitive
information. Southern Cyber acknowledges that by undertaking this engagement, confidential information
may be obtained and produced in the performance of the security consulting works.

4.2. Southern Cyber and the Client agree to comply with the Australian Privacy Principles (Privacy Laws) in
relation to the provision and use of the services provided.

4.3. All Southern Cyber process and procedures are governed by information security standard ISO27001
and the handling of customer information is operated in accordance with that standard.

4.4. Any information gathered during the performance of the Services will be stored in password-protected
Microsoft 365 accounts. Any information held on Microsoft 365 is stored in servers located in Australia.

4.5. Southern Cyber and the Client, including their respective Personnel agree to keep Confidential
Information as confidential and not use it except as reasonably necessary for the purposes of the
engagement or as required by law.

4.6. Southern Cyber agrees to keep all Confidential Information disclosed by the Client confidential and shall
not disclose, transfer, or provide access to any such information to any third party unless reasonably
necessary to perform or provide the Services and Products as required by the Scope of Works, or without
the prior written consent of the Client.

4.7. Southern Cyber shall ensure that any third party with whom it shares Confidential Information is bound
by obligations of confidentiality and non-disclosure no less restrictive than those set forth in this Agreement.

4.8. Southern Cyber will take reasonable precautions within its own control to prevent any Security Breach
of Southern Cyber’s systems.

4.9. Southern Cyber and the Client shall promptly notify the other of Security Breach and provide
reasonable assistance to the other in managing such Security Breach and/or handling any requests in
relation to personal information.

5. THIRD PARTY PRODUCTS

5.1. Southern Cyber may introduce you to third-party providers or Products created by third-parties as part
of the use of our Services.

5.2. Any such third party providing a third-party Product is independent of us, including but not limited to
terms and responsibility to the Client.

5.3. Southern Cyber does not accept any responsibility for any third-party Products, including but not
limited to any Product warranties.

5.4. We strongly advise that the Client reads the terms and conditions and privacy policies of any third-
party providers or third-party Products that the Client engages with.

6. INDEMNITY AND LIABILITY

6.1. The Client indemnifies us against all losses, costs (including all legal costs), expenses, demands or liability
that we incur arising out of, or in connection with, a third-party claim against us caused by the Client’s use of
our Services in breach of these terms of use or any third-party Product. The Client does not have to
indemnify us to the extent that the losses, costs, expenses, demands or liability were our own fault.

6.2. To the extent permitted by law, both Southern Cyber and the Client agree that neither party shall be
liable to the other, nor to any third party, under any circumstances for any loss of use, profit, revenue,
interest, goodwill, or for any injury or death to any person. Furthermore, neither party shall be responsible
for any indirect, incidental, or consequential damages sustained or incurred by the other party, whether
such liability arises directly or indirectly as a result of any negligent act or omission, wilful misconduct, the
supply, performance, or use of any products or services, or any breach of obligations under these terms or
any relevant agreement.

6.3. Southern Cyber’s total aggregate liability in any circumstances for breach of these terms and conditions
is limited to the total amount the Client paid us in the 12 months immediately preceding the date on which
the claim giving rise to the liability arose.

7. DISCLAIMERS AND WARRANTIES

7.1. Subject to any rights the Client may have under the Consumer Guarantees prescribed by Australian
Consumer Law, we provide our services as-is, and we disclaim all warranties, express or implied, including
any implied warranties of merchantability, fitness for a particular purpose and non-infringement.

7.2. We specifically do not warrant that the use of our services will guard against all cybersecurity risk to
your business. Our liability for breach of a Consumer Guarantee is limited, at our option, to either replacing
or paying the cost of replacing the relevant service (unless the Services and Products we supply are acquired
for personal use or it would not be fair and reasonable for the limitation of liability to apply in the
circumstances).

7.3. To the extent permitted by law, Southern Cyber disclaims all warranties, express or implied, including but
not limited to:

7.3.1. the Services being uninterrupted or error free;
7.3.2. results that may be obtained from the use of the Services;
7.3.3. merchantability and fitness for a particular purpose;
7.3.4. non-infringement; and
7.3.5. security of the Services and products from hacking or other unauthorised intrusion.

8. DISPUTES

8.1. For any dispute between the Client and Southern Cyber, both parties agree to first contact the other
party and attempt to resolve the dispute informally and in good faith. If the issue cannot be resolved
informally, the parties agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or
other equitable relief) arising out of or in connection with correlating to the Agreement by final and binding
mediation in accordance with the laws of the country in which the non-disputing party is based at that time.

9. TERMINATION

9.1. In addition to any other remedies it may have, either party may terminate the Agreement upon 30 days’
notice, if the other party materially breaches any of the terms or conditions of the Agreement. The Client
will pay in full for the Services up to and including the last day on which the Services are provided and be
refunded for any overpayment. For the avoidance of doubt, a material breach on behalf of Southern Cyber
includes an event where Southern Cyber is unable to provide the Services for a period of 7 days or more.

9.2. Notwithstanding clause 9.1, Southern Cyber may terminate the Scope of Works without notice in the
event that the Client does not comply with clause 3.

9.3. Upon termination of the Scope of Works, the Client shall cease all use of the Services and delete,
destroy, or return all proprietary information and confidential information in its possession or control to
Southern Cyber.

9.4. In the event of a termination of the business relationship with Southern Cyber, the client agrees to pay any
and all outstanding amounts for licenses. This includes fulfilling the remaining term of any annual licenses that
were committed to at the time of procurement. Failure to settle these amounts will result in liability for all associated costs,
losses, and damages incurred by Southern Cyber due to the early termination of licensing agreements.

9.5. All clauses and sections of these terms which by their nature should survive termination will survive
termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty
disclaimers, and limitations of liability.

10. GENERAL

10.1. If any provision of these terms is found to be unenforceable or invalid, that provision will be limited or
eliminated to the minimum extent necessary so that the terms will otherwise remain in full force and effect
and enforceable.

10.2. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of these
terms to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of
nature, strikes or other labour disputes, riots or other acts of civil disorder, embargoes, pandemics,
epidemics, or other causes beyond the performing party’s reasonable control.

10.3. These terms are the complete and exclusive statement of the mutual understanding of the parties and
supersedes and cancels all previous written and oral agreements, communications and other
understandings relating to the subject matter of these terms. All waivers and modifications of these terms
must be in writing and signed by both parties, except as otherwise provided herein.

10.4. All notices under these terms will be in writing and will be deemed to have been duly given when
received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day
after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent
by certified or registered mail, return receipt requested.

10.5. Southern Cyber may transfer and assign any of its rights and obligations under these terms without
consent.

10.6. Neither party will be deemed to have waived any of its rights under these terms by lapse of time or by
any statement or representation other than by an authorised representative in an explicit written waiver. No
waiver of a breach of these terms will constitute a waiver of any other breach of these terms.

10.7. These terms are governed by and interpreted in accordance with the laws of South Australia.