Terms and Conditions

Last Updated: January 2025

Welcome to Collateral Ten-2 (referred to as “we,” “us,” or “our”). We operate a cybersecurity consultancy located in New South Wales (NSW), Australia. These Terms & Conditions (“Terms”) govern your access to and use of our website and any consultancy services we provide (collectively, the “Services”). By engaging our Services, you agree to be bound by these Terms. If you do not agree with these Terms, you must not use our Services or our website.

1. DEFINITIONS

1.1 “Client,” “you,” or “your” refers to any individual or entity receiving or using our Services. 1.2 “Confidential Information” means any non-public information disclosed between the parties in connection with these Terms, including but not limited to, business processes, technical information, methodologies, trade secrets, and any other information identified as confidential. 1.3 “Deliverables” means any reports, analyses, documents, code, or any other materials provided to you by us in the course of performing the Services.

2. SCOPE OF SERVICES

2.1 Cybersecurity Consultancy We provide professional cybersecurity advice, including (but not limited to) penetration testing, vulnerability assessments, risk assessments, compliance advisory, incident response assistance, and related consulting.

2.2 No Guarantee of Absolute Security While we endeavour to apply industry best practices in delivering our Services, you acknowledge that no system, network, or measure can guarantee absolute protection against cyber threats. Our work is conducted on the basis of known and suspected vulnerabilities and threats at the time of engagement.

2.3 Client Cooperation You agree to provide all necessary access, documentation, and information required for us to perform the Services safely and effectively. You also warrant that you have the authority or have obtained all consents to provide us with any necessary data (including personal data) for our analysis, testing, or consultancy.

3. FEES, INVOICING & PAYMENT

3.1 Fees Our fees (“Fees”) are as outlined in our formal proposal, statement of work, or other documented agreement. All prices are in Australian Dollars (AUD), unless otherwise stated.

3.2 Payment Terms Invoices are payable within [30] days from the date of issue unless otherwise specified in our proposal or agreement. If you fail to pay any amount due, we reserve the right to suspend or terminate the Services.

3.3 GST All Fees are exclusive of GST unless otherwise specified. If GST is applicable, it will be added to your invoice in accordance with Australian taxation laws.

4. INTELLECTUAL PROPERTY

4.1 Ownership of Pre-Existing Materials Each party retains ownership of any materials, methodologies, or intellectual property that existed prior to the engagement.

4.2 Ownership of Deliverables Subject to payment in full of all Fees, we grant you a perpetual, non-exclusive, non-transferable licence to use, reproduce, and distribute the Deliverables for your internal business purposes. Nothing in these Terms transfers our underlying methodologies, know-how, or other pre-existing intellectual property rights to you unless explicitly agreed in writing.

4.3 Trademarks No party grants the other the right to use its trademarks, logos, or trade names unless expressly provided for in a separate written agreement.

5. CONFIDENTIALITY

5.1 Obligations Both parties agree to hold the other’s Confidential Information in strict confidence and not to disclose it to any third party except:

• With the prior written consent of the disclosing party;
• As required by law or regulation;
• On a need-to-know basis to those who are bound by confidentiality obligations      at least as strict as those in these Terms.

5.2 Exceptions Confidential Information does not include information that:

• Is or becomes publicly available without breach of this clause;
• Was already lawfully in the receiving party’s possession before disclosure;
• Is independently developed without reference to the disclosing party’s      Confidential Information.

5.3 Compelled Disclosure If disclosure is required by law, the receiving party must provide prompt written notice (where permitted) so the disclosing party may seek a protective order or other remedy.

6. PRIVACY & DATA PROTECTION

6.1 Compliance with Privacy Laws We handle personal information in accordance with the Privacy Act 1988 (Cth) and other applicable Australian privacy laws, including any requirements under the Privacy and Personal Information Protection Act 1998 (NSW) (PPIPA) where relevant.

6.2 Use of Personal Data We only use personal data provided by you (if any) for the purposes of delivering the Services or as otherwise agreed in writing.

6.3 Security Measures We use reasonable administrative, technical, and physical measures to protect any personal data we process. However, you acknowledge that no method of data transmission or storage is 100% secure.

7. WARRANTIES & DISCLAIMERS

7.1 Mutual Warranties Each party warrants that it has the authority to enter into these Terms and that doing so will not violate any other agreements or obligations.

7.2 Consultancy Basis We provide the Services on a professional services basis, exercising due care, skill, and diligence consistent with industry best practices.

7.3 Disclaimer of Other Warranties To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services will be entirely error-free or that all vulnerabilities or threats will be detected.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Indirect Damages To the extent permitted by law, neither party will be liable for indirect, consequential, incidental, punitive, or exemplary damages arising out of or in connection with these Terms, even if advised of the possibility of such damages.

8.2 Liability Cap Our total aggregate liability arising out of or related to the Services (whether in contract, tort, or otherwise) will not exceed the total Fees paid by you for the specific Services giving rise to the claim in the [12]-month period preceding the event.

8.3 Australian Consumer Law Nothing in these Terms excludes, restricts, or modifies any rights you may have under the Competition and Consumer Act 2010 (Cth) or any other applicable legislation which cannot be excluded, restricted, or modified by agreement.

9. INDEMNIFICATION

9.1 Indemnity by Client You agree to indemnify and hold us harmless against all claims, losses, liabilities, damages, and expenses (including legal fees) arising out of or in connection with:

• Your breach of any representation or warranty in these Terms;
• Your misuse of our Deliverables or Services.

9.2 Indemnity by Us We agree to indemnify you against any third-party claims that our Services or Deliverables infringe any third-party intellectual property rights, provided you promptly notify us of the claim and give us sole control of the defence and resolution of the claim.

10. TERMINATION

10.1 Termination for Convenience Either party may terminate these Terms by giving the other [30] days’ written notice.

10.2 Termination for Breach Either party may terminate these Terms immediately if the other party materially breaches any provision and fails to remedy the breach within [14] days of receiving written notice.

10.3 Effect of Termination Upon termination, we will cease providing Services, and you will promptly pay any outstanding Fees for Services provided up to the effective date of termination. All licences granted to you under these Terms will terminate unless otherwise agreed in writing.

10.4 Survival Clauses relating to confidentiality, intellectual property, limitations of liability, indemnities, and any other clauses which by their nature should survive termination, will remain in effect.

11. FORCE MAJEURE

Neither party will be liable for any failure or delay in performance of its obligations under these Terms due to circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, pandemics, or governmental action. The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact of the event.

12. GOVERNING LAW & DISPUTE RESOLUTION

12.1 Governing Law These Terms are governed by and construed in accordance with the laws of New South Wales, Australia.

12.2 Dispute Resolution

• Initial Negotiation: The parties will first attempt to resolve any dispute      through good-faith negotiation.
• Mediation: If the dispute cannot be resolved by negotiation within [30] days, either party may refer the matter to a mutually agreed-upon mediator in NSW.
• Litigation: If mediation does not resolve the dispute, each party may pursue its      rights in the courts of NSW.

13. NOTICES

All notices required under these Terms must be given in writing, either by email (with proof of transmission) or by registered post to the addresses last provided by each party. Notice will be deemed effective on the date of actual receipt or five days after dispatch in the case of registered post, whichever is earlier.

14. GENERAL

14.1 Assignment You may not assign or transfer these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms upon written notice to you.

14.2 Entire Agreement These Terms, along with any proposals or statements of work, constitute the entire agreement between the parties, superseding all prior negotiations, understandings, and agreements.

14.3 Variation Any variation to these Terms must be agreed in writing and signed by both parties.

14.4 No Waiver No failure or delay in exercising any right, power, or remedy under these Terms operates as a waiver.

14.5 Severability If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.

15. CONTACT US

For any questions or concerns regarding these Terms, please contact us at:

Collateral Ten2 

Email:  info@cten2.com