General Terms and Conditions

The following represents the general terms and conditions on which Dvuln provides Services to Clients. This document should be read in conjunction with any other documentation provided by Dvuln, as set out in the Agreement below.

These are the standard terms and conditions (“Agreement”) that apply when you (“Client”) contract with Dvuln Pty Ltd (ABN 24 615 515 207) (“Dvuln”) to provide services (“Services”) to you.

1. Overview

(a) Dvuln agrees to provide the Services to Client in accordance with this Agreement.

(b) This Agreement includes these standard terms and the details set out the Statement of Work that reference these standard terms.

(c) The parties must agree to one or more Statements of Work that set out a package of work to be undertaken by Dvuln.

(d) To be valid, a Statement of Work must be agreed and signed by both parties.

(e) In the event of any express inconsistency, the provisions of the Statement of Work will prevail over these standard terms.

2. Term

(a) This Agreement commences on the Commencement Date and continues for the Term.

3. Services and Deliverables

3.1 The Services

(a) The Services are specified in the Statement of Work.

(b) Dvuln will provide the Services in a professional manner with due care and skill and in accordance with good industry practice.

(c) Dvuln will perform the Services in an efficient and expeditious manner.

(d) In providing the Services, Dvuln will:

(i) comply with all Laws, including Privacy Laws; and
(ii) comply with all reasonable directions of the Client in connection with the provision of the Services.

(e) Dvuln will ensure that any Key Personnel nominated in the Statement of Work are involved in the performance of the Services.

(f) Additional services may be provided under this Agreement where the parties agree to and sign a written addendum or additional Statement of Work that specifies the additional services.

3.2 The Deliverables

(a) Any Deliverables to be provided by Dvuln to Client as part of the Services are also specified in the Statement of Work.

3.3 Cooperation

(a) Dvuln will act in a professional and cooperative manner when dealing with Client.

(b) The parties will always act reasonably and in good faith when dealing with each other.

(c) If Dvuln is required by Client to work with other suppliers or contractors of Client, Dvuln will act cooperatively and in a friendly manner.

(d) If Dvuln attends Client’s premises, Dvuln must comply with Client’s relevant policies and directions.

(e) Client will cooperate with Dvuln in supplying the Services.

(f) Client must ensure its systems are virus-free and backed-up.

(g) Client will comply with all reasonable requests or directions of Dvuln for the purpose of facilitating the supply of the Services.

(h) Where Client is required to review or approve a document, it must do so promptly and provide detailed feedback if required.

3.4 Timeframes

(a) Dvuln will supply the Services to meet any timeframes set out in the Statement of Work.

(b) If Dvuln believes it will be late in meeting timeframes, it will notify the Client as soon as practical.

(c) If Dvuln requires Client to provide anything for its Services and Client fails to do so, Dvuln is excused from providing the Services until Client fulfills its obligations.

(d) Client cannot make any claim against Dvuln for failure to meet timeframes if Client does not fulfill its obligations.

3.5 Security Services

(a) Client acknowledges that computer security and cybersecurity are never guaranteed.

(b) Dvuln does not guarantee the Services or Deliverables will make any system fully secure.

(c) Client should implement measures to deal with security beyond the Services provided.

(d) The Services are provided at a “point in time.”

(e) Dvuln does not guarantee that the Services will prevent any security breach or cyberattack.

3.6 Pen Testing Services

(a) If the Services include penetration testing, this clause applies.

(b) Client acknowledges that the Services may involve:

(i) Simulating controlled cyberattacks on systems;
(ii) Deliberate attempts to penetrate security systems;
(iii) Allowing unauthorized access to analyze threats;
(iv) Possible instability or adverse effects; and
(v) Potential unforeseen outcomes.

(c) Dvuln may conduct activities on other systems related to testing unless specified as “out of bounds.”

(d) A test launched may inadvertently impact connected systems.

(e) Client authorizes Dvuln to perform activities as specified.

(f) Client must have personnel available during testing to restore any systems affected.

(g) Testing in third-party data centers requires prior approval.

(h) The Services test and look for issues but do not involve fixing them.

(i) Client indemnifies Dvuln for any losses suffered during testing.

4 Intellectual Property

(a) No Intellectual Property Rights are transferred under this Agreement.

(b) Dvuln grants Client a non-exclusive, non-transferable license to use any Intellectual Property Rights in the Deliverables for its intended purpose.

(c) Dvuln will not infringe any Intellectual Property Rights when providing the Services.

(d) Dvuln warrants that Client’s use of Deliverables will not infringe any rights.

(e) Dvuln indemnifies Client from liability for any claim regarding infringement of rights.

(f) Client owns all rights in any materials provided to Dvuln.

5 Fees, Payment and GST

5.1 Fees and Payment

(a) Client must pay the Fees set out in each invoice within 30 days.

(b) Dvuln may only issue invoices as per this Agreement.

(c) Client will reimburse only expenses set out in the Statement of Work.

5.2 GST

(a) If GST is payable, the party providing the consideration must pay an additional amount equal to the GST.

(b) All amounts referred to are GST exclusive unless stated otherwise.

6 Confidentiality

(a) Each party agrees to keep confidential information of the other party.

(b) Each party agrees to use the information solely for the purpose of this Agreement.

(c) A party may disclose Confidential Information to legal advisors, employees, or as required by law.

7 Privacy and Security

(a) Each party must comply with the Privacy Act and any applicable Privacy Laws.

(b) Dvuln must not store or use Client’s clients' Personal Information.

(c) Dvuln must not breach any Privacy Laws.

8 Force Majeure

(a) If obligations are delayed due to a Force Majeure Event, the Agreement continues and the affected party is not in breach.

9 Termination

(a) Either party may terminate with immediate effect if the other experiences an Insolvency Event or breaches the Agreement.

10 Warranties

(a) Each party warrants it has the authority to enter into this Agreement and will comply with applicable laws.

20 Definitions and Interpretation

20.1 Definitions

• Commencement Date: Defined in the Statement of Work.
• Consequential Loss: Any indirect or consequential loss.
• Confidential Information: All non-public information shared between parties.
• Deliverables: Works or materials provided by Dvuln.
• Fees: Fees and expenses in the Statement of Work.
• Force Majeure Event: Circumstances beyond control that prevent obligations.
• Insolvency Event: Various conditions indicating insolvency.

20.2 Interpretation

(a) Singular includes plural; references to parties includes successors.

21 Relevant Information Security Laws and Regulations

The parties acknowledge compliance with all relevant Information Security Laws applicable in their operating countries.

21.1 Country-Specific Laws

21.1.1 United Kingdom

Both parties must comply with the UK Data Protection Act 2018 and related laws.

21.1.2 South Korea

Both parties must comply with the Personal Information Protection Act.

21.1.3 New Zealand

Both parties must comply with the Privacy Act 2020.

21.1.4 Singapore

Both parties must comply with the Personal Data Protection Act 2012.

21.1.5 United States

Both parties must comply with HIPAA and other relevant laws.