Terms and Conditions

Cloud Guardians PTY LTD

ABN 88 645 260 304

Sydney, Australia

Website: https://cloudguardians.com.au/

1. About these Terms

These Terms and Conditions("Terms") govern your access to and use of the website at https://cloudguardians.com.au/ (the "Website") and the information technology and cyber security products and services provided by Cloud Guardians PTY LTD (ABN 88 645 260 304) ("Cloud Guardians","we", "us" or "our").

By accessing the Website, creating an account, or purchasing or using our products or services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" and "your" refer to that organisation. If you do not agree to these Terms, you must not use the Website, products or services.

These Terms should be read together with our Privacy Policy, available at https://cloudguardians.com.au/, which forms part of these Terms.

2. Definitions

•    "Services" means the IT and cyber security products, software, platforms, support and professional services we provide, as described on the Website or in an applicable order, quote, proposal or statement of work.

•    "Order" means an order, quote, proposal, subscription, statement of work or other document under which you acquire Services.

•    "Account" means an account registered with us to access certain Services.

•    "Content" means all material on the Website or made available through the Services, including text, graphics, software, data and documentation.

•    "Consumer Law"means the Australian Consumer Law set out in Schedule 2 to the Competitionand Consumer Act 2010 (Cth) and any equivalent State or Territory legislation.

3. Eligibility

You must be at least 18 years of age and have the legal capacity to enter into a binding contract to use the Website and Services. The Services are intended for business and professional use.

4. The Services

We will provide the Services with due care and skill and in accordance with these Terms and any applicable Order. The specific scope, deliverables, service levels, fees and time framesfor the Services will be set out in the relevant Order. In the event of an inconsistency between these Terms and an Order, the Order prevails to the extent of the inconsistency for the Services it covers.

We may modify, update, suspendor discontinue all or part of the Services, the Website, or any feature, fromtime to time. Where a change materially and adversely affects Services you have paid for, we will use reasonable efforts to notify you in advance.

5. Accounts and security

If the Services require an Account, you agree to:

•    provide accurate, current and complete information and keep it up to date;

•    keep your authentication credentials confidential and secure;

•    be responsible for all activity that occurs under your Account; and

•    notify us promptly of any unauthorised access or suspected security breach.

We may suspend or terminate an Account where we reasonably believe it has been compromised or used in breach of these Terms.

6. Acceptable use

You must not, and must not permit any other person to:

•    use the Website or Services in breach of any law or regulation, or for any unlawful, fraudulent or harmful purpose;

•    access or attempt to access any system, data or account without authorisation;

•    introduce malware, conductdenial-of-service attacks, or interfere with the integrity, security or performance of the Website or Services;

•    reverse engineer, decompile ordisassemble any software, except to the extent permitted by law;

•    copy, resell, sublicense or commercially exploit the Services or Content except as expressly permitted;

•    circumvent or disable any security or access controls; or

•    use the Services to store or transmit infringing, defamatory, or unlawful material.

Where we provide security-testing or related Services, you must hold all necessary rights and authorisations for the systems and data involved, and any testing must be conduct edstrictly within the agreed scope. You are solely responsible for ensuring you have lawful authority over any environment on which Services are performed.

7. Fees and payment

Fees for the Services are set out in the applicable Order. Unless stated otherwise:

•    fees are quoted in Australian dollars and are exclusive of GST and other applicable taxes, which you must payin addition;

•    invoices are payable within the period stated on the invoice or Order;

•    we may charge interest on overdue amounts and recover reasonable costs of collection; and

•    subscription fees may renew automatically for successive terms unless cancelled in accordance with the Order.

Payments and cryptocurrency. We may accept payment by various methods, including electronic and cryptocurrency payments processed through third-party payment providers. Your use of a third-party payment provider is subjectto that provider's own terms and policies. Cryptocurrency transactions may be irreversible and subject to price volatility, network fees and processing times outside our control. You are responsible for ensuring payment is made to the correct address and for any taxes arising from your use of cryptocurrency. We are not responsible for losses arising from errors you make in a payment transaction or from the acts or omissions of a third-party payment provider.

8. Intellectual property

All intellectual property rights in the Website, the Services and the Content are owned by or licensed to Cloud Guardians. Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your internal business purposes for the duration of the relevant Order.

Except as expressly permitted, you must not reproduce, distribute, modify or create derivative works from the Website, Services or Content. Any rights not expressly granted are reserved.

Where the Services produce reports, deliverables or other work product specified in an Order, ownership of those deliverables will be as set out in that Order. You retain ownership of data and materials you provide to us, and grant us the licence necessary to provide the Services.

9. Your data and confidentiality

Each party must keep confidential the other party's confidential information and use it only to perform or receive the Services. This obligation does not apply to information that is public (other than through breach), independently developed, or required to be disclosed by law.

We will handle personal information in accordance with our Privacy Policy. You are responsible for ensuring you have the right to provide us with any personal information or data you make available in connection with the Services, and for your compliance with applicable privacy and data-protection laws.

10. Third-party services

The Services may interoperate with or rely on third-party products and services. We are not responsible for third-party products or services, and your use of them may be subject to separate terms. We do not warrant the availability, accuracy or security of any third-party service.

11. Australian Consumer Law

Our Services come with guarantees that cannot be excluded under the Consumer Law. Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you have under the Consumer Law or other law that cannot lawfully be excluded.

For major failures, you are entitled to a replacement or refund and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Services remedied if they are not of acceptable quality and the failure does not amount to a major failure.

To the extent we are permitted to limit our liability for a breach of a non-excludable guarantee in respect of Services that are not of a kind ordinarily acquired for personal, domestic or household use, our liability is limited (at our option) to supplying the Services again or paying the cost of having the Services supplied again.

12. Warranties and disclaimers

Subject to Section 11 and to the extent permitted by law:

•    the Website, Services and Contentare provided on an "as is" and "as available" basis;

•    we do not warrant that the Website or Services will be uninterrupted, error-free or completely secure, or that defects will be corrected; and

•    we make no warranty that the Services will detect or prevent all security threats, vulnerabilities or incidents. Cyber security involves inherent risk, and no product or service can guarantee complete protection against all threats. You remain responsible for maintaining appropriate backups and security practices.

13. Limitation of liability

Subject to Section 11 and to the maximum extent permitted by law:

•    neither party is liable to the other for any indirect, incidental, special, consequential or punitive loss, or for loss of profits, revenue, good will, data or anticipated savings, how ever arising;

•    our total aggregate liability arising out of or in connection with these Terms and the Services, whether incontract, tort (including negligence), under statute or otherwise, is limited to the amount of fees paid by you to us for the Services giving rise to the liability in the twelve (12) months immediately preceding the event giving rise to the claim; and

•    nothing in these Terms limits liability that cannot be limited by law, including liability for death or personal injury caused by negligence, fraud, or a breach of a non-excludable guarantee under the Consumer Law.

Each party must take reasonable steps to mitigate its loss.

14. Indemnity

You agree to indemnify and holdus harmless from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable legal costs) arising out of or in connection with: (a) your breach of these Terms; (b) your unlawful or unauthorised use ofthe Website or Services; (c) your violation of any third-party right; or (d)any data or materials you provide to us. This indemnity does not apply to the extent the loss is caused by our negligence or breach of these Terms.

15. Suspension and termination

We may suspend or terminate your access to the Website or Services, in whole or in part, where:

•    you materially breach these Termsor an Order and (where capable of remedy) fail to remedy the breach within a reasonable period after notice;

•    you fail to pay amounts when due;

•    we are required to do so by law;or

•    continued provision poses a security, legal or reputational risk.

You may terminate in accordance with the relevant Order. On termination, your right to use the Services ceases, and any accrued rights, payment obligations, and provisions intended to survive (including Sections 8, 9, 11–14, 16 and 18) continue in effect. We may, in accordance with our Privacy Policy and applicable law, return or delete your data following termination.

16. Governing law and disputes

These Terms are governed by the laws of New South Wales, Australia. You and we submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them.

Before commencing proceedings (except for urgent injunctive relief), the parties agree to attempt in good faith to resolve any dispute through direct negotiation and, if unresolved, through mediation administered in Sydney.

17. Force majeure

We are not liable for any failure or delay in performing our obligations to the extent caused by events beyond our reasonable control, including natural disasters, war, terrorism, civil disturbance, pandemic, failure of utilities or telecommunications, cyber-attacks, or acts of government.

18. General

•    Entire agreement. These Terms, together with any Order and our Privacy Policy, constitute the entireagreement between the parties on their subject matter and supersede prior representations and agreements.

•    Variation. We may amend these Terms from time to time by posting the updated version on the Website. Your continued use after changes take effect constitutes acceptance. Changes to an Order require agreement of both parties.

•    Assignment. You may not assign or transfer your rights or obligations without our prior written consent. We may assign these Terms in connection with a sale, merger or reorganisation of our business.

•    Severability. If any provision is found invalid or unenforceable, it will be read down or severed to the minimum extent necessary, and the remaining provisions continue in effect.

•    Waiver. A failure or delayin exercising a right is not a waiver of that right.

•    No partnership. Nothing inthese Terms creates a partnership, joint venture, agency or employment relationship between the parties.

•    Notices. Notices to us should be sent to the contact details below. We may give notices to you via the Website, your Account, or your registered email address.

19. Contact us

Cloud Guardians PTY LTD

ABN 88 645 260 304

Sydney NSW 2000, Australia

Email: team@cloudguardians.com.au

Telephone: +61 478 421 943

Website: https://cloudguardians.com.au/