SkyHack Labs
General Terms and Conditions

THE PARTIES AGREE AS FOLLOWS:
 

1. DEFINITIONS
   In this Terms and Conditions, unless inconsistent with the context or subject matter, the following terms shall have the following meanings:

   • "Agreement" means any agreement or arrangement entered into between the Supplier and the Client for the delivery of the Services and is comprised of the Documents.  

   • "Background IP" means a party’s intellectual property rights in any materials developed independently of, or prior to, the provision of the Services and the Deliverables and includes any third party licensed intellectual property.

   • "Business Day" means a day that is not Saturday, Sunday or public holiday in the State of Queensland.

   • "Claim" means any claim, demand, action or proceeding of any kind for any cost, expense, damage, loss, liability, fine, penalty or other amount arising under, out of or in connection with this Agreement, whether arising in contract, tort, equity, under statute or any other legal basis.

   • "Client" means the person, firm, organisation, partnership, corporation or other entity (including a trust) requesting any Services from the Supplier as identified in the Quotation or any other document requesting any Services from the Supplier.

   • "Confidential Information" means all information, documents, ideas, concepts, know how, knowledge, forms, specifications, processes, statements, correspondence, meeting minutes, formulae, trade secrets, drawings, specifications, data and any other information (and copies and extracts made of or from that information and data) supplied by the Supplier concerning:

     • the operations and dealings of the Supplier (if applicable); or

     • the operations and transactions of the Supplier and the Services; or

     • relating to any party's products, services, systems, affairs, businesses, strategies, or employees whether owned by, licensed to, or otherwise in possession or control of that party, which are disclosed to the other party, its employees, agents or contractors under, in contemplation of, or in connection with this Agreement,

   • which is not in the public domain (except by failure of the Client to perform and observe its covenants and obligations under this Agreement) and which has been obtained through or by delivering the Services.

   • "Consequential Loss" means:

     • loss of revenue, profit, anticipated profit, goodwill, production, contracts or business opportunity; and

     • loss or downtime of facilities.

   • "Client Data" means the data owned or supplied by the Client which is accessed by the Supplier (including its Related Bodies Corporate) or its subcontractors in the course of performing the Services.

   • "Cyberattacks" means any breach of (or attempted or threatened breach of) or unauthorised access to the Client’s Systems, including identity or intellectual property theft, exploitation of ICT systems, phishing, spamming, denial-of-service (including distributed), stolen hardware, or website defacement.

   • "Deliverables" means anything that the Supplier delivers to the Client in the course of providing the Services.

   • "Documents" means:

     • the Quotation;

     • these Terms and Conditions;

     • the Privacy Policy; and

     • any other document provided by the Supplier to the Client with respect to the delivery of any Services.

   • "Fees" means the fees and charges determined in accordance with clause 7 or as otherwise specified in the Quotation.

   • "Force Majeure Event" includes (but is not limited to) any act of god, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority uprising, earthquake, flood, pandemic, endemic or any other natural or man-made eventuality outside of the affected party’s control which causes the delay of the delivery of any of the Services or the termination of this Agreement nor which could have been reasonably foreseen by the affected party.

   • "Insolvency Event" means any of the following events:

     • an application is made to a court for an order or an order is made that the party be wound up or bankrupt;

     • the corporation is or becomes or states that it is insolvent or any of the events mentioned in sections 459A to 459E inclusive of Part 5.4 of the Corporations Act 2001 (Cth) occurs in respect of the corporation;

     • a party entering into any scheme of arrangement with its creditors; or

     • anything analogous or having a substantially similar effect to any of the events specified above has under the law of any applicable jurisdiction.

   • "Intellectual Property Rights" means all present and future rights conferred by law in or in relation to copyright, trademarks, designs, source code, patents, circuit layouts, moral rights, inventions, know-how, trade secrets, Confidential Information, the right to have trade secrets and confidential information kept confidential and all other results of intellectual activity whether or not registrable, registered or patentable.

   • "Loss" means any loss, cost, liability or damage, including reasonable legal costs on a solicitor/client basis;

   • "Personal Information" has the meaning given to that term in the Privacy Act.

   • "Personnel" means, in relation to a party, its employees, Related Bodies Corporate, secondees, officers, agents, advisers and contractors.

   • "Project Plan" means a document developed by the Supplier setting out additional Services or Deliverables to be provided by the Supplier in accordance with the terms of this Agreement and in conjunction with Services and Deliverables requested by a Client under a relevant Quotation, at additional cost as set out in the relevant Project Plan and/or Quotation.

   • "Privacy Act" means the Privacy Act 1988 (Cth).

   • "Privacy Laws" means the Privacy Act and all other applicable privacy and data protection Laws as may be in force from time to time which regulate the collection, use, disclosure, storage of and granting of access rights to Personal Information.

   • "Privacy Policy" means the Supplier’s privacy policy and as varied from time to time.

   • "Quotation" means a quotation or any other document provided by the Supplier to the Client with respect to the delivery of any Services.

   • "Related Bodies Corporate" is as defined in the Corporations Act 2001 (Cth).​

   • "Security Breach" means any unauthorised access to, or alteration of data that a party is responsible for or in control of.

   • "Security Testing Services" means penetration testing (including both physical and electronic penetration testing), internal and external penetration testing, web application penetration testing, intrusion techniques, code reviews, security threats and risks assessment and any other security testing or assessment activities carried out for a Client under a Quotation.

   • "Services" has the meaning set out in clause 2 of these Terms and Conditions.

   • "Supplier" means Skyhack Labs (ACN 684 616 000).

   • "Systems" includes networks, software, applications, computers, servers, mobile devices, cloud services (including storage, software, platforms and infrastructure as a service), industrial control systems, and any other IT systems or equipment.

   • "Terms and Conditions" means these terms and conditions and as varied from time to time.  

   • "Quotation" means a document developed by the Supplier setting out prices for delivery of Services under this Agreement and includes a Project Plan.
      

2. ​SERVICES
   Subject to these terms and conditions, the Supplier will perform the Services and Deliverables as set out in the Quotation including without limitation, implementation, maintenance and other professional support services required to perform the Services which are to be supplied by the Supplier to the Client, whether under a Quotation, Project Plan or as otherwise agreed between the Client and Supplier.
    

3. QUOTATION AND PROJECT PLAN

   • The Supplier will provide a Quotation to the Client prior to the delivery of any Services.

   • Unless the Quotation specifies otherwise, each Quotation will be valid for 30 days from the date of the Quotation.

   • The Quotation will detail the Supplier’s standard inclusions and exclusions or any other requirements that otherwise quantify the Supplier’s offer to provide and deliver any requested Services.

   • Any Quotation provided by the Supplier are subject to the Services being available at such time when the Client places a Quotation or additional Project Plan.

   •  Unless otherwise indicated in writing, a Quotation will not be considered binding on the Supplier or come into force until the Supplier has received from the Client a cash deposit or a bank guarantee or other security acceptable to the Supplier for 10% of the price set out in the Quotation or Project Plan when the price in the Quotation or Project Plan exceeds $50,000 plus GST.
      

4. ACCEPTANCE​
   By authorising the Supplier to provide and deliver any Services the Client acknowledges and accepts that these Terms and Conditions form part of the Agreement. In the event that the Client provides verbal acceptance, acceptance shall be deemed on the date that the Supplier begins the Services.
    

5. ​AUTHORISATION
   The Client authorises the Supplier and its Personnel to access and use the Client’s networks and Systems as reasonably required to provide the Services. In providing this authorisation, the Client acknowledges and agrees to provide the Supplier with the rights and privileges necessary to enable the Supplier to perform the Services and gain access to the Clients network.
    

6. DELIVERY RISK AND TITLE
   The Supplier agrees to supply the Services in accordance with the terms of the Agreement and in consideration of payment of the Fees by the Client.
    

7. ​VARIATIONS

   • The Supplier will notify the Client of any changes to these Terms and Conditions. Notice is deemed to be given by the Supplier when the Supplier does any of the following:

     • sends a notice of the amendment to the Client at any address supplied by the Client to the Supplier; or

     • publishes the amended Terms and Conditions on its website.

   • Without limiting clauses 6(a) and 6(e) of these Terms and Conditions, the Supplier may vary or withdraw any Quotation or Project Plan at any time prior to the Client’s acceptance of the Quotation.

   • Other than in accordance with these Terms and Conditions, no variations to these Terms and Conditions or Services takes effect unless expressed in the Quotation or agreed in writing by the Supplier.

   • Any Services requested by the Client outside of the scope of the Services set out in the Quotation, will be charged by the Supplier to the Client at the Supplier’s standard rates or fixed rate (which will be set out in the Quotation) in addition to the amount set out in the Quotation.

   • The Client may request any additional Services either verbally or in writing. However, in the event that the Supplier considers that the additional Services are material (being plus or minus 10% of the total amount of the Services set out in the Quotation), then the Supplier may require the Client’s written consent prior to delivering any additional Services.
      

8. CALCULATION OF FEES AND OTHER CHARGES

   • The fees for Services are as set out in the Quotation as varied from time to time in writing by the Supplier ("Fees").

   • Where the Quotation provides for the Fees to be calculated based on time and material spent providing the Services, then the Fees for the Services are calculated on the time and material spent by the Supplier’s Personnel attending to the delivery of the Services multiplied by the relevant hourly rates and are outlined in the Quotation.
      

9. INVOICING ARRANGEMENTS

   • For Services required for a period longer than a month, the Supplier will invoice the Client a progressive invoice on or around the 25th day of each month, which will be based on the percentage of the Services completed or as detailed in the Quotation as of the date of the invoice;

   • For Services that are completed within the same month, the Supplier will invoice the Client on completion of the Services.

   • The Supplier will include a description of the Services delivered during the period that the invoice relates.

   • The Supplier has not made any allowances for any money to be withheld by way of retention or liquidated damages and the Client is not permitted to withhold any money by way of retention or liquidated damages (unless authorised by the Supplier in writing prior to the commencement of the delivery of the Services) including without limitation any re-work or repair whether or not agreed by the Supplier under this Agreement.
      

10. ​PAYMENT

    • Payment of invoices are due thirty (30) days from the date of the invoice, unless an alternative arrangement has been made between the Supplier and the Client prior to the commencement of the delivery of the Services.

    • If for any reason whatsoever the Client does not pay an invoice by the due date, the Supplier will be entitled to:

      • stop providing the Services to the Client;

      • request that the Client make payment in advance for any further Services;

      • charge interest at a rate of two and a half percent (2.5%) per calendar month on all overdue accounts, daily from the date that the payment became due until the date that the Supplier has received payment for that overdue account.

    • Where Services provided by the Supplier have been requested by an agent (or a person purporting to act as an agent) for and on behalf of the Client, the agent and Client shall be jointly and severally liable for payment of all accounts due to the Supplier with respect to those Services.

    • The Client agrees to indemnify the Supplier in respect of the full amount of any fees, costs, disbursement or expenses incurred (including court fees and its reasonable legal costs) arising from any overdue payment by the Client or any other breach by the Client of the Agreement.
       

11. CANCELLATION / TERMINATION

    • The Supplier may terminate this Agreement or stop providing the delivery of the Services to the Client if:

      • the Client does not comply with this Agreement (including without limitation any other conditions set out in the Quotation);

      • the Client suffers an Insolvency Event;

      • the Supplier forms the opinion (in its absolute discretion and acting reasonably) that the relationship between the Client and the Supplier is no longer tenable for the Supplier to deliver the Services;

      • the Supplier is of the view (in its absolute discretion and acting reasonably) that by continuing to deliver the Services it may breach any applicable law in relation to the delivery of the Services; or

      • for any other reason whatsoever provided that the Supplier first provides 14 days’ notice to the Client.

    • For the avoidance of doubt, where the Supplier terminates this Agreement pursuant to clause 10(a):

      • the Supplier will be entitled to be paid for all services completed and a reasonable proportion of the services commenced but not completed (as determined at the sole discretion of the Supplier); and

      • the Client shall not be entitled to any damages or claims from the Supplier and releases the Supplier from all claims and damages relating to any termination pursuant to clause 10(a).

    • The termination of this Agreement will not prejudice any rights or remedies already accrued to the Supplier under, or in respect of any breach of, this Agreement.
       

12. FORCE MAJEURE EVENT

    • Neither party shall be liable to the other for any failure to deliver the Services which is due to a Force Majeure Event that is beyond the control of that party.

    • Any party affected by such an event shall inform the other party of the Force Majeure Event as soon as reasonably practical and shall use all reasonable endeavours to comply with this Agreement. If the Supplier cannot continue to deliver the Services after a period of three (3) months from the occurrence of the Force Majeure Event then either party may terminate this Agreement in accordance with clause 10.
       

13. THE SUPPLIER'S OBLIGATIONS
    The Supplier warrants that:

    • it holds all relevant qualifications required to deliver the Services;

    • the Supplier’s Personnel are qualified, skilled and trained to deliver the Services;

    • it will be responsible for the payment of all employee entitlements (including wages and superannuation contributions);

    • it has obtained and will maintain workers compensation insurance and public liability insurance throughout the delivery of the Services; and

    • it will procure that all of the Supplier’s Personnel attend any Client based site/safety induction training as and when required.
       

14. THE SUPPLIER'S WARRANTIES

    • Except to the extent that cannot be excluded at law, the Supplier makes no representations and gives no warranties other than those set out in this Agreement and will not be liable to the Client for any damages, costs or other liabilities whatsoever (including Consequential Loss) in relation to the delivery of the Services.

    • The Supplier makes no warranty that the Services will meet the Client’s requirements or will operate uninterrupted, integrate with other Client software or be secure or error free.

    • The Supplier does not represent, warrant or guarantee that the Services will be secure or free from vulnerabilities, corruption, interference, hacking or other security intrusions or cyber threats and the Supplier will not be liable for any such events. Unless otherwise agreed in writing between the parties, the Client agrees that by using the Services it understands these limitations and agrees that it accesses and uses the Services at its own risk and subject to the limitations set out in this clause.

    • To the extent necessary for the providing the Services, any Client Data that is retrieved and needs to be stored as a result of Security Testing Services will be held within, the Supplier’s Systems, and only accessed by the Supplier Personnel on a need to know basis.

    • In accordance with our Privacy Policy and unless required by law, we will delete testing data within three (3) months of the engagement ending.

    • Certain legislation, including the Australian Consumer Law, may imply warranties or conditions or impose guarantees or obligations upon the Supplier which cannot be excluded, restricted or modified or cannot be excluded, restricted or modified except to a limited extent. Any Quotation or Project Plan and these terms including this clause 13 must be read subject to these statutory provisions. If these statutory provisions apply, to the extent to which the Supplier is entitled to do so, the Supplier limits its liability in respect of any claim under the provisions to:

      • the supply of the Services again; or

      • the payment of the cost of having the Services supplied again.
         

15. CLIENT OBLIGATIONS
    By acceptance of the Supplier delivering the Services, the Client agrees that:

    • in these circumstances, the Client agrees that the Supplier will not be liable to the Client in respect of any damage, loss or injury of whatsoever nature or kind, however caused, whether by the Supplier’s negligence or the negligence of one of the Supplier’s Personnel or otherwise which may be suffered or incurred whether directly or indirectly, in respect of the Services provided under this Agreement;

    • the Client will not solicit the engagement of any of the Supplier’s Personnel introduced directly or through any other means without the express permission of the Supplier and should this be requested, the Client agrees to pay to the Supplier a permanent placement fee of 20% of that person’s annual salary package;

    • the Client must provide the Supplier's Personnel with such access to the Client's premises (or third party's premises), as Supplier may reasonably request in order to provide the Services; and

    • the Client is responsible for ensuring that the selection and use of the Services satisfies all of the Client’s legal, regulatory and compliance obligations.
       

16. CLIENT ACKNOWLEDGEMENT

    • The Client accepts that the Security Testing Services:

      • are sample testing activities only and cannot account for all possible ways a third party could breach the Client’s security measures or Systems;

      • do not implement any security measures and will not prevent security or data breaches, or Cyberattacks;

      • could result in interruptions or degradations to the Client’s Systems and accepts those risks and consequences;

      • although carried out by professional Supplier’s Personnel and tools from trusted resources, carry an element of risk that can never be fully eliminated, and the Client accepts that there is no guarantee that every vulnerability in its Systems will be identified during the Security Testing Services;

      • have the potential to activate the Client’s existing security or incident response services or programs, and in such an event, the Client remains responsible for managing these at its sole cost; and

      • unless set out in a Quotation, the Supplier is not responsible for any of the Client’s legal, regulatory or compliance obligations.

    • In carrying out the Security Testing Services, the Client acknowledges and agrees that the Supplier:

      • as agent of the Client, is considered to be party to a communication in the case of intercepting any private communication on the Client’s Systems;

      • is expressly authorised by the Client to perform such Services (and all tests reasonably necessary to perform the Services) on the relevant network resources and IP addresses. The Client represents that, if it does not own such network resources, it has requisite consent and authority to engage the Supplier to provide the Security Testing Services;

      • provides no warranty or guarantee as to the outcome of the Security Testing Services, all testing has limitations, and that such testing cannot guarantee discovery of all weaknesses, noncompliance issues, or vulnerabilities; and

      • may use various proprietary methods and software tools to probe network resources, and to detect actual or potential security flaws and vulnerability, which will not be revealed by the Supplier.

    • The Client warrants that it is aware of the nature of the Security Testing Services, in particular that the Security Testing Services may include:

      • simulating or performing controlled Cyberattacks on the Client’s Systems;

      • deliberate attempts to penetrate the security of the Client which may be provided by a third party;

      • deliberately allowing unauthorised access to the Client’s network or Systems for the purpose of analysing threat vectors and origination.
         

17. SUBCONTRACTING

    • The Client acknowledges and agrees that the Supplier may subcontract the whole or any part of the Services.

    • The Supplier acknowledges and agrees that subcontracting does not relieve the Supplier from any of its obligations under this Agreement.
       

18. INDEMNITY

    • The Client will at all times indemnify and keep indemnified the Supplier and its Personnel from and against any Loss (including reasonable legal costs and expenses), breach of any Client privacy policy or liability incurred by any of those indemnified arising from any Claim, demand, suit, action, Breach of Privacy or proceeding by any person against any of those indemnified where such loss or liability arose out of, in connection with, or in respect of, the Clients use of the Deliverables or reliance on the Services or, any breach of this Agreement by the Client or its Personnel.
       

19. LIMITATION OF LIABILITY

    • The Supplier will not, under any circumstances, be liable to the Client, whether directly or indirectly for any third-party claim arising out of the supply of the Services or the performance or non-performance of any obligations under this Agreement.

    • The Supplier will not be liable to the Client for any indirect or Consequential Loss, economic loss and/or loss of profit, income, business, production, reputation or goodwill.

    • Any liability of the Supplier which may arise under this Agreement is limited to the maximum extent permitted by law.

    • To the extent permitted by law, all express or implied warranties, conditions or representations relating to the Services that are not contained in this Agreement are excluded. If any non-excludable condition or warranty is implied into this Agreement and such condition or warranty is breached, the liability of the Supplier in respect of such breach will be limited to (at the Supplier’s option in its absolute discretion):

      • replacement of the defective Services; or

      • payment of the costs of replacing the defective Services or of acquiring equivalent products or services,

    • this limitation shall continue to apply notwithstanding fundamental breach, breach of a fundamental term, rescission, repudiation or termination for any reason or frustration, whether unintentional or by operation of law.
       

20. ​CONFIDENTIALITY

    • Each party agrees that where it, its Personnel, or its Related Bodies Corporate, are the recipient of Confidential Information (Recipient) of the other party (Disclosing Party), The Recipient must:

      • treat all Confidential Information as confidential and not use it except as reasonably necessary for the purposes of this Agreement;

      • shall not, either during the delivery of the Services or after the termination of this Agreement divulge (whether directly or indirectly) to any person any trade secret or other information which the Recipient knows or a person acting reasonably would know is proprietary and therefore Confidential Information concerning the past, existing or future business, operations, administration or strategic plans or affairs of the Disclosing Party of which the Recipient has become aware during the course of or incidental to this Agreement and the Recipient will use its best endeavours to prevent publication or disclosure of any such proprietary or Confidential Information belonging to the Disclosing Party.

    • Disclosure to directors and employees:

      • the Client may disclose the Confidential Information to such of its directors and employees as is necessary for the purposes of this Agreement; and

      • the Client warrants that each person to whom the Client is permitted to disclose the Confidential Information, before such disclosure is made, is subject to contractual or other duties of confidentiality to the Client at least to the extent imposed upon the Client pursuant to this Agreement.

    • The Client will immediately upon termination of this Agreement, or on written demand by the Supplier, deliver up to the Supplier, all material in whatever form, comprising or containing any of the Confidential Information (including all copies) and all other property of the Supplier which may be in possession of the Client or any third party under the Client’s control.

    • Nothing in this Agreement requires a party to return or destroy any information contained in systems, archives or backups which cannot be practicably deleted, which must be retained as required by Law, any accounting standard or the rules of any stock exchange or for sound corporate governance purposes.

    • Unless otherwise agreed in writing by the Disclosing Party, the obligations of confidentiality in clause 19 do not apply to the extent the Confidential Information:

      • has been lawfully disclosed to the Recipient by a third party free from obligations of confidentiality; or

      • is in the public domain (other than through a breach of this Agreement).

      • The provisions of this clause 19 shall continue in force indefinitely following the termination of this Agreement.
         

21. INTELLECTUAL PROPERTY RIGHTS

    • Each party retains all title and ownership in its own Background IP.

    • Unless agreed otherwise in writing by both the Supplier and the Client:

      • any Intellectual Property Rights in the Deliverables or prepared or produced by the Supplier (or any the Supplier’s Personnel) shall remain the exclusive property of the Supplier; and

      • the Client shall not disclose any design, drawing, source code, specification or other document (in written or electronic form) prepared or produced by the Supplier (or any the Supplier’s Personnel) to any third party.

    • The Supplier grants to the Client a nonexclusive, non-transferable, non-sub licensable, royalty-free (excluding any payments due under clause 8) licence for the Term (except for documentary Deliverables for which the license will be perpetual) to use in Australia the Intellectual Property Rights in the Deliverables, the Services and any other material created by the Supplier in delivering the Services for the sole and limited purpose of enjoying the benefit of the Services as set out in the Quotation.

    • The Client agrees to indemnify the Supplier in respect to any claim for infringement of any Intellectual Property Rights arising from the design of any item to a specification provided by the Client.
       

22. THIRD PARTY INTELLECTUAL PROPERTY

    • In providing the Services, the Supplier may provide the Client with software, Services or Deliverables that are, or include, software, services or other material which is owned by or is proprietary to a third party (Third Party Material). The Client agrees that:

      • all Third Party Material, including Services, is provided ‘as is’ by the Supplier as a reseller as facilitator;

      • its use or acceptance of any Third Party Material is conditional on the Client’s acceptance of the third party licensor’s licence agreement or terms of use (Third Party Licence); and

      • title in any Third Party Material remains at all times with the third party unless provided otherwise in a Third Party Licence.
         

23. PRIVACY POLICY

    • The Client acknowledges and agrees that the Privacy Policy is expressly incorporated into this Agreement and can be viewed from the Supplier’s website.

    • Each Party agrees to comply with its obligations under the Privacy Act in respect of Personal Information (as defined in the Privacy Policy) obtained by or disclosed to it pursuant to this Agreement.

    • Where the Client discloses Personal Information (Client Personal Information) to the Supplier, or permits the Supplier to collect, access, or handle Client Personal Information under this Agreement, the Client represents and warrants that it has obtained (and will maintain) any authorisations or consents from relevant individuals required under all applicable Privacy Laws.

    • Each Party must only collect, use and disclose Personal Information for the purpose of fulfilling its obligations under this Agreement unless otherwise permitted under this Agreement or the Australian Privacy Principles.

    • The Client acknowledges and agrees that the Supplier may have business processes, management structures and technical systems that cross borders both nationally and internationally. As such, Personal Information may be collected and stored on servers located in other countries including the United States and or the United Kingdom or Europe and in addition the Supplier may share information about the Client within the organisation and may need to disclose such Personal Information to other countries in which the Supplier does business for the purposes or uses outlined in the Supplier’s Privacy Policy provided that at all times the Supplier will comply with its obligations under the Australian Privacy Principles and the Privacy Law and its Privacy Policy.

    • The Supplier may use certain Client Data when analysing cyber security incidents or threats (including attack vectors, methods, defences, and other similar items) (Cyber Threats), and for the purposes of quality assurance, and Service integrity and enhancement. When analysing Cyber Threats, the Supplier will not collect Personal Information unless necessary and relevant to the Cyber Threat and understanding its nature or occurrence (e.g. a person’s user account name to understand how an attack occurred).
       

24. DATA SECURITY

    • The Supplier will take reasonable technical and administrative precautions within its own control to prevent any Security Breach of the Supplier’s Systems.

    • Each party shall promptly notify the other of any Security Breach and provide reasonable assistance to the other in managing such Security Breach and/or handling any requests in relation to Personal Information.
       

25. ​GST

    • Subject to as may otherwise be expressly stated, and subject to the provisions set out below, if any supply made under or in connection with this Agreement by one party ("Supplier") to the other party ("Acquirer"), is subject to GST, the payment for that supply will be increased by an amount equal to the GST payable.

    • The Acquirer will not be obligated to make any payment for either the supply referred to in clause 21(a) or on account of the GST referred to in clause 21(a) until the Supplier has issued a tax invoice to the Acquirer for the supply to which the payment relates.

    • If a payment made by one party to the other party is a reimbursement or indemnification of a cost, expense, loss or liability incurred by that other party, the payment shall be reduced by an amount for which that party is entitled to an input tax credit.

    • Words or expressions used in this clause, which are defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth), have the same meaning.
       

26. RELATIONSHIP BETWEEN THE SUPPLIER AND THE CLIENT

    • The parties acknowledge that the legal relationship between the Supplier and the Client is that of a customer and independent contractor.

    • Nothing in this Agreement renders the Supplier an officer, agent, partner or joint venturer of the Client and the Client must not hold itself out as such (and likewise).

    • Nothing contained in this Agreement will constitute or deem the Supplier or any its personnel to be employees, agents or servants of the Client (and likewise).

    • As an independent contractor, the Supplier must, unless otherwise provided in this Agreement, exercise independent control, management and supervision over the performance of its personnel.
       

27. SERVICE OF NOTICES

    • A notice, consent, information or request that must or may be given or made to a party under this Agreement is only given or made if it is:

      • delivered or posted to that party at the address specified in the Quotation, or

      • faxed or emailed to that party at the fax number or email address (if any) stated in the Quotation,

    • however, if a party gives to the other party 2 Business Days written notice of a change of that, or a subsequent, address or fax number or email address, a notice, consent, information or request is only given or made by that other party if it is delivered, posted or faxed or emailed to the latest address or to the latest fax number or email address.

    • A notice, consent, information or request is to be treated as given or made in accordance with the following rules:

      • if it is delivered, when it is left at the relevant address;

      • if it is sent by post, 4 Business Days after being posted; or

      • if it is sent by fax or email, as soon as the sender receives from the sender's fax machine or email system a report of an error free transmission to the correct fax number or email address.

    • If a notice is delivered or sent by facsimile or email after 5:00pm ACST on any day or on a day that is not a Business Day, the notice will be deemed to have been received on the next Business Day.
      ​

28. GENERAL

    • Unless amended in the Quotation or agreed in writing by the Supplier, these Terms of Conditions apply to all Services provided by the Supplier to the Client.

    • No prior statements made by the Supplier or the Client, nor any correspondence between the Supplier and the Client are incorporated into any Agreement unless included in the Quotation or separately agreed in writing by the Supplier.

    • No representation made by or on behalf of the Supplier by any of the Supplier’s Personnel (including without limitation to any advice or recommendations as to the quality or suitability for specific purposes of the Services) takes effect unless expressed in the Quotation or separately confirmed in writing by the Supplier and the Client agrees that it does not enter into any agreement in reliance on such representations unless so confirmed in the Quotation.

    • In the event of any conflict or inconsistency between any of the Documents or Services, then the descending order of precedence applies as set out in the definition of Documents in clause 1 to the extent of the conflict or inconsistency.

    • The Client acknowledges and agrees that the Supplier may:

      • make such changes to the specification of any Services as are required to comply with any applicable safety, Australian Standard or statutory requirements; and

      • increase its prices set out in the Quotation after the acceptance of the Agreement by the Client to reflect any increases in the price the Supplier is charged by its suppliers for any goods or materials.

    • No waiver by the Supplier of any of these Terms and Conditions or this Agreement or forbearance to enforce any remedy it is entitled to shall prejudice of the Supplier’s other rights and remedies or operate as a waiver of any other breach by the Client under this Agreement or delivery of the Services provided by the Supplier to the Client.

    • Where any provision of this Agreement is rendered void, unenforceable, or otherwise ineffective by operation of law, that provision will be considered to be severed from this Agreement and such severance shall not affect the validity, enforceability or effectiveness of any other provision in this Agreement.

    • This Agreement constitutes the entire agreement between the parties concerning the subject matter of the Agreement and any previous agreement, understanding and negotiations on the subject matter are excluded.

    • This Agreement is governed by and are to be construed in accordance with the laws of the Northern Territory of Australia and the parties submit to the non-exclusive jurisdiction of the courts of the Northern Territory in respect of any dispute arising in respect of it.
       

29. INTERPRETATION
    In this Agreement:

    • headings are for convenience only and do not affect interpretation;

    • and unless the context indicates a contrary intention:

      • a reference to any person includes that person's executors, administrators, successors, substitutes and assigns, including any person taking by way of novation;

      • a reference to this Agreement or to any other agreement, deed or document includes, respectively, this Agreement or that other agreement, deed or document as amended, novated, supplemented, varied or replaced from time to time;

      • words importing the singular include the plural (and vice versa), words denoting a given gender include the other gender and words denoting individuals include corporations (and vice versa);

      • references to parties, clauses, schedules, exhibits or annexures are references to parties, clauses, schedules, exhibits and annexures to or of this Agreement and a reference to this Agreement includes any schedule, exhibit and annexure;

      • if more than one person is under an obligation to act or not to act under this Agreement, the liability of those persons so identified binds each of them severally and not jointly;

      • where any word or phrase is given a defined meaning, any other part of speech or grammatical form in respect of that word or phrase has a corresponding meaning;

      • the word "includes" in any form is not a word of limitation;

      • references to “$” or “dollars” are to Australian dollars unless otherwise indicated; and

      • if more than one person receives the same benefit under this Agreement the benefit is to be enjoyed by each of them severally.