Background to this Agreement 

A.              These Customer Terms constitute a legally binding agreement (“Agreement”) between you as a Customer, your Users and Cliffside Security Pty LTD ACN 600 983 140

 (“Cybereen”) which governs your use of the Platform. 

B.              By clicking “I Accept”, accessing, downloading and using the Platform, you warrant your acceptance of and agree to be bound by the terms and conditions of this Agreement as set out below 

C.              If you do not accept the terms of this Agreement you are not authorised to subscribe to or use the Platform.


1.                Meaning of words 

In this agreement: 

(a)              Cybereen, we, us and our refer to Cliffside Security Pty LTD ACN 600 983 140 and any of its related bodies corporate to which this agreement applies; 

(b)              Analytics means any analysis or interpretation of User Data, personal information (whether de-identified, aggregated or otherwise), and other statistics undertaken or performed by Cybereen from time to time. 

(c)              Business Days means business days in New South Wales, Australia; 

(d)              Commencement Date means the date you first access or use the Platform by clicking “I Accept”; 

(e)              Content refers to all information and content within, accessed through and generated by the Platform including any data generated by the Platform and any equipment used in conjunction with the Platform, including but not limited to the Analytics; 

(f)                Customer and you means a person using the Platform and providing use of the Platform to its Users, for the purpose of automating and managing assessments and obtaining products from Service Providers; 

(g)              Fees means the fees payable by you for the use of the Platform as set out on the over page to this Agreement in accordance with the selected Subscription Scope; 

(h)              Force Majeure Event means an event or circumstance whose occurrence and effects could not have been prevented or overcome, such as earthquakes, natural disasters, fire, flood, riots, civil commotion, industrial disputes, malicious damage, failure of any utility services, viruses, denial of service attacks, other acts or omissions or service outages by third parties (including any Internet service provider) or breakdown of plant or equipment.; 

(i)                Further Term means the periods for which this Agreement may be renewed each being a period equal to the Term; 

(j)                Harmful Code means any computer code, software routine, or programming device that is designed to or may: 

(i)                disable, disrupt, impair, delete, damage, corrupt, reprogram, recode or modify in any way a computer processing system, computer network, computer service, a deliverable, interface, data, files, software, storage media, hardware, or equipment; 

(ii)               permit a non-authorised third party to access, transmit or utilise, as appropriate, any a computer processing system, computer network, computer service, a deliverable, interface, data, files, software, storage media, hardware, or equipment; or 

(iii)              any other similar harmful or hidden procedures, routines or mechanisms. 

(k)              Intellectual Property means, whether registered or not, all copyright, designs and industrial designs, circuit layouts, trademarks, service marks and commercial names and designations, trade secrets, know-how confidential information, patents, invention and discoveries, literary artistic and scientific works, inventions in all fields of human endeavour, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields; 

(l)                Marketplace Transaction means an agreement for the purchase and supply of any products between a Customer and a Service provider facilitated using the Platform. 

(m)             Notice includes a disclaimer, a disclosure or other statement and a consent provided in writing; 

(n)              related body corporate has the meaning given in the Corporations Act 2001 (Cth); 

(o)              Relevant Laws means all laws and legally-binding codes of practice, guidelines or standards issued by relevant regulators or authorities or industry bodies including the Privacy Laws and the Competition and Consumer Act 2010 (Cth); 

(p)              Platform means Cybereen’s online software and mobile app that enables Customers to manage cyber security compliance processes, provided on a ‘software-as-a-service’ basis; 

(q)              Service Provider means any third party using the Platform for the purpose of offering and selling products to Customers; 

(r)              Subscription Scope means the licencing option selected by the Customer as selected by the Customer on the subscription page of the website; 

(s)              Support Services means the services provided by Cybereen to the Customer as set out in Annexure A and includes any consulting hours purchased in advance; 

(t)              Taxes means taxes, levies, imposts, charges and duties (including, stamp and transaction duties) imposed by any government entity, together with any related interest, penalties, fines and expenses in connection with them except if imposed on, or calculated having regard to, the overall net income of Cybereen, including any goods and services tax or value-added tax. 

(u)              Term means the initial and minimum term of this Agreement as selected by the Customer on the subscription page of the website; 

(v)              User means the Customer, any staff of the Customer and any third party directed by the Customer that are authorised under this Agreement to access the Platform; 

(w)             User Data means any data inputted into the Platform by the Customer, its Users or any Service Provider; 

(x)              website refers to and any variation or tailored version of the website created for your use; and 

(y)              the singular includes the plural and vice versa. 

  1. Licence to use the Platform 

Grant of Licence 

(a)              On payment of the Fee in accordance with this Agreement, we grant you a limited, non-exclusive, non-transferable licence to access, download and use the Platform and Content in order to: 

(i)                access and use the Platform; 

(ii)               allow access to the Platform by your Users and third parties to perform assessments; 

(iii)              access the Content.

(b)              The licence granted under clause 2(a): 

(i)                is granted for the duration of the Term during which you must pay the Fee, and thereafter will continue for Further Terms unless you provide notice confirming you do not wish to extend the licence. Such notice must be provided at least 30 days before the termination of the then-current Term; 

(ii)               is granted until such time as this Agreement is terminated; 

(iii)              is subject to your compliance with the terms of this Agreement. 

(c)              The Customer’s access and functionality of the Platform is as set out in the Customer’s chosen Subscription Scope. 

(d)              If you do not accept all of the terms of this Agreement you are not authorised to use the Platform. 

(e)              You must pay the Fees strictly in accordance with the dates and for the amounts, minimum terms and payment terms set out on the subscription page of the website. 

(f)                In the event you terminate the licence before the conclusion of Term or any Further Term, you must pay the remainder of the Fees for the then-current Term. 

(g)              You agree to pay interest of 10% per annum on all overdue amounts, including on any GST payable, in connection with any overdue payments, calculated daily from the due date until paid in full. 

Subscription Scope and Support Services 

(h)              The Customer acknowledges and agrees that: 

(i)                this Agreement will continue for the Term and cannot be terminated by the Customer before the completion of the Term without Cybereen’s prior written consent which will not be unreasonably withheld if the Customer agrees to payout the balance of the Fees payable for the duration of the Term. 

(ii)               its access to and use of the Platform will be limited to the number of Users selected by the Customer on the subscription page of the website; 

(iii)              the features and functionality of the Platform available to, or accessible by, the Customer will be limited to those available to, or accessible by, its selected Subscription Scope; 

(i)                This Agreement is subject to the SLAs set out in Annexure B. Cybereen agrees to meet the SLAs and, in the event of any inconsistency between the SLAs and the terms of this Agreement, the parties agree that the SLAs shall prevail. 

  1. Account Management 

(a)              You are responsible for maintaining the security and confidentiality of any usernames and password used by you and your Users in relation to the Platform. 

(b)              You are responsible for any and all activities that occur under you and your User’s accounts. You agree to notify us immediately of any unauthorised use of your accounts or any other breach of security by you or your Users. 

(c)              We will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you will be held liable for losses incurred by us or by another party due to someone else using your account or password. 

(d)              You may not use anyone else’s account at any time, nor assign or transfer your account to any other person without the written permission of Cybereen. 

(e)              You agree to maintain and update your user information, data and password as required to keep it accurate, current, and complete. 

(f)                You agree that your payment information will be held by us for use in maintaining your account. 

  1. Platform updates and modifications 

(a)              Cybereen may in its sole discretion release updates to the Platform from time to time. 

(b)              Cybereen will use commercially reasonable endeavours to ensure that any updates to the Platform will not materially adversely impact your use of the Platform. 

(c)              Although Cybereen will use commercially reasonable efforts to ensure the Platform is available 24 hours a day, 7 days per week, the Platform may become unavailable from time to time for scheduled updates or as a result of events beyond Cybereen’s reasonable control including: 

(i)                failure or default by any of Cybereen’s third party service providers; 

(ii)               abnormal usage volumes; or 

(iii)              any breach of this Agreement by the User or the negligence of the User or its personnel. 

(d)              Cybereen will give the Customer and its Users: 

(i)                at least five (5) Business Days’ prior notice of any scheduled updates; and 

(ii)               notice within 30 minutes of any downtime for reasons outside of Cybereen’s reasonable control. 

  1. Limitation of liability 

(a)              To the extent permitted by the Relevant Law, Cybereen gives no warranties or representations that: 

(i)                the operation of the Platform will be uninterrupted, always accessible, or free from Harmful Code; 

(ii)               the Content and Analytics will be up-to-date, accurate, error-free, or complete; and 

(iii)              the Platform will perform to a specific standard or be fit for a particular purpose. 

(b)              The Customer acknowledges and agrees that Cybereen is not responsible or liable for any Products or any services to the extent not provided by Cybereen. 

(c)              The Customer acknowledges that it has not relied on any term, condition, representation, warranty, matter, statement or conduct in entering into this Agreement that is not expressly stated in this Agreement. In particular, the Customer has not relied on any descriptions, illustrations or specifications contained in any document (including any catalogues or publicity material produced by Cybereen). 

  1. Indemnity 

Cybereen Indemnity 

(a)              Cybereen will indemnify, defend, and hold the Customer and its Users harmless from and against any Claim by any third party that the Platform or the permitted use of the Platform infringes or violates any third party’s valid Intellectual Property rights (IP Claim). If in Cybereen’s reasonable judgment any such IP Claim, or threat of an IP Claim, materially interferes with the User’s access and use of the Platform, Cybereen will consult with the Customer, and Cybereen will have the option, in its sole discretion, to: 

(i)                substitute a functionally equivalent non-infringing Platform; 

(ii)               modify the Platform to make it non-infringing; or 

(iii)              obtain for the User at Cybereen’s expense the right to continue using the infringing Platform. 

(b)              If Cybereen cannot achieve any of the remedies in the preceding clause on a reasonable commercial basis, it may, by written notice, require the Customer and its Users to cease using the Platform (or the relevant functionality) and Cybereen will refund a pro-rata portion of the Fee for the Platform for such period of time in which the Customer was unable to use the Platform (or the relevant functionality). 

Customer’s Indemnity 

(c)              The User agrees to defend, indemnify and hold harmless Cybereen, its personnel and its related bodies corporate from and against any and all claims or losses arising from: 

(i)                The Customer or its User’s use of the Platform (except to the extent any such claim or loss arises from a breach of this Agreement by Cybereen or the fraud, gross negligence or wilful misconduct of Cybereen); 

(ii)               the Customer’s or its User’s breach of any third party right (including Intellectual Property rights) or any Relevant Law; or 

(iii)              any claim arising out of or in relation to any content of the User Data. 

  1. Intellectual Property 

(a)              Notwithstanding any prior agreement between the parties, unless otherwise set out in this Agreement, you acknowledge all Intellectual Property held, located within and related to our Platform and the Content is the property of Cybereen and its related bodies corporate and protected by Intellectual Property law. Nothing in this Agreement conveys or vests to you any interests or ownership in such Content or Intellectual Property. 

(b)              You acknowledge any improvements, suggestions, ideas, enhancement requests, feedback, recommendations, templates, libraries or other software or information you provide to or jointly develop with Cybereen shall belong solely to Cybereen. 

(c)              Cybereen acknowledges that the User is the proprietor or licensee of all Intellectual Property in the User Data provided under or in connection with this Agreement and that this Intellectual Property is supplied to Cybereen in accordance with the licence granted under this Agreement. 

(d)              The Customer grants to Cybereen a non-exclusive, royalty-free, worldwide and perpetual licence to manage, edit and use the User Data for the purposes of performing their obligations under this Agreement or any Service Provider agreement: 

(i)                to further develop and make improvements to the Platform and to create, develop, manage, and commercialise the Analytics; 

(ii)               to create, develop, manage, and commercialise the services of the Service Provider; and 

(iii)              to comply with any Relevant Laws. 

  1. User Data 

(a)              The Platform may allow the Customer and its Users to enter and manage User Data. The Customer acknowledges and agrees that Cybereen may alter or remove any User Data if Cybereen reasonably considers that it breaches the Relevant Laws or the, including any third party’s rights. 

(b)              The Customer will (and must ensure that each of its Users will) ensure that the User Data is accurate, complete, reliable, up to date, and compliant with any Relevant Laws. 

  1. Permitted use 

(a)              You agree not to use the Platform or Content and ensure your Users do not use the Platform or Content: 

(i)               for any purpose that is unlawful or prohibited by this Agreement; 

(ii)              in any manner that could damage, disable, overburden, or impair our server, or the network(s) connected to our server, or interfere with any other party’s use and enjoyment of the Platform; or 

(iii)             to transmit or otherwise make available any content that you do not have a right to make available under any law or which infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; 

(iv)            other than for the purposes and subject to the conditions prescribed under the Copyright Act 1968 (Cth), to reproduce, upload to a third party, link to, frame, store in a retrieval system or transmit any part of the Platform or Content without our prior written consent; 

(v)              to redistribute or resell the Platform or Content or the Intellectual Property in the Platform or Content. 

(vi)            to do or cause to be done any act or thing that may impair any of Cybereen’s Intellectual Property rights in connection with the Platform or Content. 

(b)              We have the right (but not the obligation) in our sole discretion to: 

(i)               refuse access to or use of the Platform; 

(ii)              move any Content that is available via the Platform; 

(iii)             to remove any Content that violates this Agreement or is otherwise deemed by us to be objectionable; and 

(iv)            preserve or disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any content violates the rights of third-parties; or (d) protect our rights, property or the personal safety of our staff, other users and the public. 

(c)              As a condition of your use of our Platform, you authorise us to include you or your organisation’s name in our published list of users. 

(d)              This Agreement is subject to the Cybereen Privacy Policy available at

  1. Termination and modification of Platform 

(a)              We may in our sole discretion immediately suspend, terminate or limit your access to the Platform or Content if: 

(i)               we deem that you or your Users are in breach of this Agreement or our Privacy Policy; 

(ii)              we deem that your or your Users’ use of the Platform is low and warrants termination of your access; or 

(iii)             payments for the Fees payable by the Customer cannot be processed by Cybereen. 

(b)              We will notify you of such suspension, termination or limitation by email within five (5) business days. You agree that we will not be liable to you or any third-party for any termination of your access to the Platform or Content. 

(c)              For the avoidance of doubt, the Fees shall continue to accrue during any period of suspension or limitation in accordance with clause 12(a). 

(d)              You may terminate this Agreement immediately at any time by: 

(i)               contacting Cybereen at [email protected]; and 

(ii)              paying to Cybereen all outstanding Fees. 

(e)              We may terminate this Agreement at any time by providing you no less than 30 days written notice. 

(f)                Neither party will be responsible for a failure to perform any obligation under this Agreement (except an obligation to pay money) to the extent that it is caused by a Force Majeure Event, provided that such party has: 

(i)               taken all reasonable steps to prevent and avoid the effects of the Force Majeure Event; 

(ii)              taken all reasonable steps to overcome and mitigate the effects of the Force Majeure Event as soon as reasonably practicable; and 

(iii)             on becoming aware of the Force Majeure Event, promptly informed the other party of the Force Majeure Event. 

(iv)            In the event that the Force Majeure Event continues for more than 30 days starting on the day the impact of the Force Majeure Event starts, the unaffected party may terminate this Agreement by not less than 10 days’ notice in writing to the affected party. 

  1. Notice 

Cybereen may give Notice under this Agreement by means of notice on the Platform, on our website, or by email. 

  1. Taxes 

(a)              Except where this Agreement specifies otherwise, Fees payable by the Customer to Cybereen do not include any Taxes. The Customer must, in addition to the Fees and at the same time, pay to the supplier the amount of Taxes imposed by the relevant regulatory body payable in respect of the supply of the Platform, unless the Customer provides Cybereen with a valid tax exemption certificate authorised by the relevant regulatory body. 

(b)              The Customer warrants to Cybereen that if it is a required by any regulatory body, it is registered with such body in relation to the Taxes applicable to the Fees or any Marketplace Transactions at the time of entering this Agreement and will remain registered for the duration of this Agreement. 

  1. Jurisdiction, severability and waiver 

(a)              The information in our Platform, Content and this Agreement has been prepared in accordance with the laws of New South Wales and the Commonwealth of Australia. The Platform may not comply with the laws of any other State or country. 

(b)              The terms and conditions of this Agreement will be construed in accordance with the laws in force in the State of New South Wales, and we both agree to submit to the non-exclusive jurisdiction of the courts of New South Wales. 

(c)              If any provisions of this Agreement become void, voidable or unenforceable then those provisions are deemed to be severed and the remaining provisions will continue to have full force and effect. 

(d)              Any failure or delay by Cybereen in exercising any right, power or privilege available to us will not operate as a waiver of that power or right. 

  1. Changes to this Agreement 

(a)              We may amend this Agreement (including the Fees) at any time by providing written notice to you. If you do not agree with such amendment, you may terminate this Agreement in accordance with clause 10. 

(b)              You must not assign any right or liability under this Agreement without the prior written consent of Cybereen. Cybereen may assign its rights or liabilities under this Agreement, or novate this Agreement, to a related body corporate that has the resources and expertise to fully perform this Agreement and the Customer must take all steps, including executing all documents, reasonably requested by Cybereen for this purpose. 

(c)              Cybereen may subcontract all or part of its obligations under this Agreement without the prior written consent of the Customer. 

Annexure A – Support Services 

This Annexure A governs the provision of support services by Cybereen to the Customer during the Term of the Agreement. 

  1. Definitions 

In this Annexure A, unless the context otherwise requires: 

(a)              Business Day means Monday to Friday, excluding any gazetted public holidays for Sydney, Australia; and 

(b)              Business Hours means 9.00am to 5.00pm. 

  1. Scope 

During the term of the Agreement, Cybereen will provide the following support services to the Customer at no additional cost: 

(a)              In-person support 

1 hour per month in-person training, consulting, data migration or configuration for the Platform delivered within Sydney. 

If the Customer requests support services: 

(i)               in excess of this allocated time, Cybereen will charge the Customer for such additional support services at its then-current time and materials rates. As at the commencement of this Agreement, Cybereen’ current time and materials rate is $350.00 (ex GST) per hour; and 

(ii)              to be delivered outside Sydney, Cybereen will charge the Customer for its reasonable travel costs and disbursements incurred in providing the support services, as agreed by the parties. 

(b)              Technical support 

Unlimited technical support during Business Hours on Business Days delivered through: 

(i)               telephone support – 1300 561 151; 

(ii)              email support – [email protected]; or 

(iii)             ticket support – through the Platform. 

Cybereen’ target response time to technical support requests is four (4) hours. The response time depends on the complexity of the request and the current support request volumes. 

  1. Exclusions 

The support services do not apply to any downtime of, or defect in, the Platform arising from: 

(a)              suspension or termination of the Customer’s access to the Platform due to the Customer’s breach of the Agreement; 

(b)              routine scheduled maintenance; 

(c)              unscheduled, emergency maintenance or an emergency caused by a Force Majeure Event, User Data, or Internet service provider failures or delays; and 

(d)              the Customer’s equipment, software or other technology, or any equipment, software or technology not supplied by Cybereen. 

Annexure B – Service Level Agreements 

The service levels for the performance of the Platform and the supply of the Additional Services and Support Services will be: 

1.                Cybereen will make the Platform and Additional Services and Support Services available to you pursuant to this Agreement; 

2.                Subject to item 3 below, the uptime access for the Platform will be at least 99.9% and Cybereen will strive for 100% availability. 

3.                Cybereen will make the Platform available 24 hours a day, 7 days a week, except for: 

a.              planned downtime (for which Cybereen will give advance notice); or 

b.              any unavailability caused by a Force Majeure Event; or 

c.              any access issues resulting from your or the Customer’s software or hardware or third party software or hardware, or both; or 

d.              any access issues resulting from your or the Customer’s use of the Platform inconsistent with this Agreement including but not limited to access by unauthorised users.