Cyber Matters | Terms of Service

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires:

“ABN” means Australian Business Number
“ACN” means Australian Company Number
“Agreement” means this Service Agreement and any Schedule, Annexure, or Service Order attached to or incorporated by reference
“Business Day” means a day that is not a Saturday, Sunday, or public holiday in New South Wales
“Client” means the company that goes in to this agreement with Cyber Matters Pty Ltd.
“Confidential Information” means all information disclosed by one party to the other that is marked confidential or would reasonably be considered confidential
“Cyber Matters” means Cyber Matters Pty Ltd ACN 647 571 079 of Level 3, 478 George Street, Sydney NSW 2000, Australia.
“GST” has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)
“Instalment Option” means a payment plan where the Total Contract Value is divided into equal periodic payments for the convenience of the Client
“Minimum Term” means the minimum fixed period for the provision of Services as specified in a Service Order, during which the Client is committed to the Total Contract Value
“Services” means the services described in clause 2 and any Service Order
“Service Order” means a written order for Services (including proposals accepted via Ignition) signed or digitally accepted by both parties
“Third-Party Platform” means any software, platform, or service provided by a third-party vendor that Cyber Matters resells or implements
“Total Contract Value” means the total aggregate amount payable by the Client for the Services over the Minimum Term, as set out in the Service Order

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

headings are for convenience only and do not affect interpretation
the singular includes the plural and vice versa
a reference to a party includes that party’s successors and permitted assigns
a reference to legislation includes any amendment or replacement of that legislation

2. SERVICES

2.1 Scope of Services

Cyber Matters provides the following professional services:

(a) Governance, Risk and Compliance (GRC) Services

Compliance framework implementation and management
Risk assessment and management consulting
Policy and procedure development
Compliance audits and gap analysis
Regulatory compliance advisory services
Board and executive reporting on cyber risk

(b) DevSecOps Consulting Services

Security integration into development pipelines
Infrastructure as Code security reviews
Container and cloud security implementation
Automated security testing integration
Secure software development lifecycle (SDLC) consulting
CI/CD pipeline security hardening

Customised security awareness programs
Phishing simulation campaigns
Security culture development
Incident response training
Executive briefings on cyber threats
Staff security education programs

2.2 Service Delivery

Services will be delivered in accordance with:

The terms of this Agreement
Any applicable Service Order
Australian industry best practices and standards
Relevant Australian privacy and security legislation

2.3 Minimum Term and Commitment

(a) Fixed Commitment: The Client acknowledges that by entering into a Service Order, they are agreeing to purchase the Services for the full duration of the Minimum Term.

(b) Total Obligation: The Client agrees that the Total Contract Value is a fixed debt obligation owed to Cyber Matters, regardless of whether the Client chooses to pay upfront or via the Instalment Option.

(c) No Rollover: Unless explicitly agreed in writing, unused consulting hours included in a monthly apportionment do not accumulate or carry forward to subsequent months.

3. THIRD-PARTY PLATFORMS AND RESELLER ARRANGEMENTS

3.1 MSSP and Reseller Services

Cyber Matters maintains Managed Security Service Provider (MSSP) and reseller partnerships with various security and compliance platform vendors. When providing Third-Party Platform services:

(a) Client acknowledges and agrees to be bound by the applicable End User Licence Agreement (EULA) of each Third-Party Platform

(b) Client understands that use of Third-Party Platforms creates a direct legal relationship with the platform vendor

3.2 Cyber Matters’ Role

In relation to Third-Party Platforms, Cyber Matters:

Acts solely as a reseller and implementation partner
Provides configuration, customisation, and integration services
Offers training and ongoing support as agreed
Does not warrant Third-Party Platform functionality or availability
Is not liable for Third-Party Platform failures, outages, or defects

3.3 Platform Licensing and Fees

Platform licensing fees are itemised separately in Service Orders
Platform fees are subject to vendor price changes
Cyber Matters will provide reasonable notice of known price changes
Client is responsible for compliance with all licensing terms

4. FEES AND PAYMENT

4.1 Fees and Payment Structure

(a) Total Contract Value: The Client is liable for the Total Contract Value specified in the Service Order.

(b) Payment Options: The Client may pay the Total Contract Value either:

* Upfront in full; or
* Via the Instalment Option (e.g., monthly instalments).

(c) Nature of Instalments: If the Client opts for the Instalment Option, the Client acknowledges that this is a structured payment plan for the Total Contract Value, not a month-to-month subscription. The Client remains liable for all remaining instalments for the full duration of the Minimum Term.

(d) Additional Services: Services requested beyond the scope of the Total Contract Value will be charged at the hourly rates specified in the Service Order.

(e) Third-Party Platforms: License fees as specified by vendors plus any agreed implementation fees.

(f) Expenses: Reasonable travel and accommodation expenses, where pre-approved.

4.2 Invoicing and Payment

Invoices are issued in accordance with the Service Order (monthly in advance for instalments).
Payment terms are 30 days from invoice date.
All amounts are in Australian dollars.
Fees are exclusive of GST unless otherwise stated.

4.3 Late Payment

If any amount remains unpaid after the due date:

Interest accrues at the rate of 10% per annum.
Cyber Matters may suspend Services upon 7 days’ written notice.
Client remains liable for all fees (including the full Total Contract Value) during any suspension period.

4.4 GST

All fees are exclusive of GST.
Client must pay GST in addition to the fees.
Cyber Matters will provide valid tax invoices.

5. CLIENT OBLIGATIONS

5.1 General Obligations

Client must:

Provide timely access to systems, data, and personnel
Ensure all information provided is accurate and complete
Maintain appropriate insurance coverage
Comply with all applicable laws and regulations
Promptly notify Cyber Matters of any security incidents

5.2 Cooperation

Client acknowledges that Cyber Matters’ ability to provide Services depends on Client’s cooperation, including:

Timely responses to requests for information
Access to relevant systems and documentation
Availability of key personnel
Implementation of recommended security measures

5.3 Third-Party Platform Obligations

When using Third-Party Platforms, Client must:

Accept and comply with all applicable EULAs
Maintain confidentiality of credentials
Use platforms only for intended business purposes
Ensure adequate user training

6. CONFIDENTIALITY

6.1 Confidentiality Obligations

Each party must:

Keep all Confidential Information strictly confidential
Not disclose Confidential Information except as permitted
Use Confidential Information solely for the purposes of this Agreement
Implement reasonable security measures to protect Confidential Information

6.2 Permitted Disclosures

Confidential Information may be disclosed:

To employees and contractors on a need-to-know basis
As required by law or court order (with notice where permitted)
With the disclosing party’s prior written consent

6.3 Exceptions

Confidentiality obligations do not apply to information that:

Is or becomes publicly available other than through breach
Is independently developed without reference to Confidential Information
Is rightfully received from a third party without restriction

6.4 Duration

Confidentiality obligations continue for 5 years after termination of this Agreement.

7. INTELLECTUAL PROPERTY

7.1 Ownership

Each party retains ownership of its pre-existing intellectual property
Cyber Matters retains ownership of its methodologies, tools, and know-how
Client retains ownership of its data and business information

7.2 Deliverables

Unless otherwise agreed in writing:

Client owns all deliverables created specifically for Client
Cyber Matters retains rights to general methodologies and know-how
Third-Party Platform intellectual property remains with vendors

7.3 Licence to Use

Each party grants the other a limited licence to use its intellectual property solely as necessary to perform under this Agreement.

8. LIABILITY AND INDEMNITY

8.1 Limitation of Liability

To the maximum extent permitted by law:

Cyber Matters’ total liability is limited to the fees paid in the 12 months preceding the claim
Neither party is liable for indirect, consequential, or special damages
Neither party is liable for loss of profits, data, or business opportunity

8.2 Exceptions

Limitations do not apply to:

Breach of confidentiality obligations
Wilful misconduct or gross negligence
Infringement of intellectual property rights
Liabilities that cannot be limited under Australian law

8.3 Indemnities

(a) Client indemnifies Cyber Matters against all claims arising from:

Client’s breach of this Agreement
Client’s use of Services or Third-Party Platforms
Client’s violation of applicable laws

(b) Cyber Matters indemnifies Client against third-party claims that Services infringe intellectual property rights

8.4 Australian Consumer Law

Nothing in this Agreement excludes, restricts, or modifies any consumer guarantees, rights, or remedies under the Australian Consumer Law that cannot be excluded, restricted, or modified.

9. TERM AND TERMINATION

9.1 Term

This Agreement commences on the date of the first Service Order and continues for the Minimum Term.

9.2 Early Cancellation and Acceleration of Fees

(a) No Termination for Convenience: The Client may not terminate this Agreement or a Service Order for convenience prior to the expiry of the Minimum Term.

(b) Cessation of Services: If the Client wishes to cease receiving Services prior to the end of the Minimum Term, they may do so by providing written notice. However, such notice does not relieve the Client of the obligation to pay the Total Contract Value.

(c) Acceleration Clause: If the Client purports to terminate this Agreement prior to the end of the Minimum Term, or stops making payments under the Instalment Option, the entire unpaid balance of the Total Contract Value shall immediately become a debt due and payable to Cyber Matters.

(d) Liquidated Damages: The Client acknowledges that the requirement to pay the Total Contract Value constitutes a genuine pre-estimate of the loss Cyber Matters would suffer from early termination and is not a penalty.

9.3 Termination for Cause

Either party may terminate immediately by written notice if the other party:

Materially breaches this Agreement and fails to remedy within 14 days of notice (excluding payment obligations which are subject to clause 4.3 and 9.2)
Becomes insolvent or subject to any form of insolvency administration
Ceases to carry on business

9.4 Consequences of Termination

Upon termination:

All outstanding fees (including any accelerated amounts under Clause 9.2) become immediately due and payable
Each party must return or destroy Confidential Information
Cyber Matters will provide reasonable transition assistance (at Client’s cost)
Provisions that by their nature survive termination continue in force

10. PRIVACY AND DATA PROTECTION

10.1 Privacy Compliance

Both parties must comply with:

Privacy Act 1988 (Cth) and Australian Privacy Principles
Any applicable industry-specific privacy requirements
Notifiable data breach obligations

10.2 Data Handling

Cyber Matters will:

Only collect and use personal information as necessary for Services
Implement appropriate security safeguards
Notify Client promptly of any data breaches
Comply with Client’s reasonable data handling instructions

11. GENERAL PROVISIONS

11.1 Entire Agreement

This Agreement and any Service Orders constitute the entire agreement between the parties and supersede all prior agreements and understandings.

11.2 Amendment

This Agreement may only be amended in writing signed by both parties.

11.3 Assignment

Neither party may assign this Agreement without the other party’s prior written consent, except that Cyber Matters may assign to a related body corporate.

11.4 Governing Law

This Agreement is governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

11.5 Dispute Resolution

(a) The parties must attempt to resolve disputes through good faith negotiations

(b) If not resolved within 30 days, disputes must be referred to mediation administered by the Australian Disputes Centre

11.6 Notices

All notices must be in writing and sent to the addresses specified in the Service Order or as otherwise notified.

11.7 Severability

If any provision is invalid or unenforceable, it will be severed and the remaining provisions continue in force.

11.8 Survival

Clauses relating to confidentiality, intellectual property, liability, and any other provisions that by their nature should survive, continue after termination.

11.9 Relationship of Parties

The parties are independent contractors. Nothing creates a partnership, joint venture, employment, or agency relationship.

11.10 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, or government actions.

By signing any a Service Order, you acknowledge that you have read, understood, and agree to be bound by this Service Agreement.

Cyber Matters Pty Ltd

ACN: 647 571 079

ABN: 32 647 571 079

Address: Level 3, 478 George Street, Sydney NSW 2000, Australia

Email: hello@cybermatters.io

Phone: +61 2 8091 5184

We update our policies regularly, check back for changes. If you have a question about our policies or practices, contact us at hello@cybermatters.com.au.