Terms of Service.

These Terms of Service (“Terms”) apply to all products and services provided by IronSights Pty Ltd ABN 28 615 640 547 (“IronSights”, “we”, “us”, or “our”), including our website, cyber security services, managed services, and any related platforms or tools.

Your agreement with IronSights comprises these Terms, any applicable Order, and any relevant Service Schedule. Where there is an inconsistency between documents, the Order or Service Schedule takes precedence over these Terms. IronSights reserves the right to modify these Terms for future agreements and will provide notice before any such modifications take effect.

Each agreement commences on the date specified in the applicable Order. Where an initial term is specified, the agreement automatically renews on a monthly basis at the conclusion of that term, unless either party provides at least 30 days' written notice of non-renewal prior to the end of the current period.

Where no initial term is specified, the agreement continues until the ordered products have been delivered and all services have been completed to the satisfaction of both parties.

IronSights will supply all ordered products and services in accordance with the specifications set out in the applicable Order or Service Schedule.

You must provide all reasonable cooperation, permissions, access to relevant equipment and facilities, and personnel necessary for IronSights to perform its obligations. Unless expressly included in an Order, support and maintenance services are not included in the scope of any engagement.

IronSights warrants that products and services will be supplied in accordance with the agreed specifications. This warranty does not guarantee that services will be uninterrupted, error-free, or entirely fault-free unless this is expressly stated in the applicable Order.

IronSights will use best efforts to meet any service level commitments specified. The underlying technology used to deliver services may change from time to time, provided such changes do not have a material adverse effect on service delivery.

Title to equipment that you own remains with you at all times. Title to equipment owned by IronSights remains with IronSights unless expressly transferred in writing.

You must not grant any security interest over IronSights' equipment. You must promptly notify IronSights of any third-party security interests that arise or are anticipated to arise over any of your equipment used in connection with the services.

All data you provide to IronSights in connection with the services remains your property. IronSights will comply with all applicable data protection legislation and will use your data only for the purpose of performing its obligations under the agreement, or as required by law.

You warrant that you are entitled to provide such data to IronSights and that doing so does not breach any third-party rights. You accept responsibility for issuing any required data breach notifications to affected individuals under applicable law.

IronSights retains all intellectual property rights in its products, services, and the outputs it creates, except for content supplied directly by third-party providers.

By providing feedback, suggestions, or improvement ideas regarding IronSights' products or services, you assign to IronSights all intellectual property rights in that material. IronSights may use such feedback without restriction or compensation.

You are not entitled to new software versions, additional functionality, or new modules beyond those specified in your Order, unless expressly agreed otherwise in writing.

Maintenance releases that correct faults or provide minor functional improvements may be provided at IronSights' discretion. For SaaS-based services, such releases may be applied automatically without prior notice.

Each party must keep the other party's confidential information strictly confidential and must not disclose it to any third party without prior written consent, except as required to exercise rights under the agreement or as required by applicable law.

Confidentiality obligations do not apply to information that: (a) the receiving party independently developed without reference to the disclosing party's information; (b) was already known to the receiving party before disclosure; or (c) enters the public domain through no fault of the receiving party.

All end users must comply with the terms of the applicable agreement and any associated documentation. Users must respect all applicable intellectual property rights, employ reasonable security measures when accessing the services, and must not modify, copy, reverse-engineer, sublicense, or otherwise misuse any component of the services.

You must maintain a reliable internet connection and suitable physical premises necessary for the delivery and use of the services. You are responsible for ensuring all end users within your organisation comply with these requirements.

You must pay all fees in accordance with the payment terms set out in the applicable Order. IronSights may increase fees annually in line with movements in the Consumer Price Index. All invoices are due within 14 days of issue unless otherwise stated. All applicable taxes, including GST, are payable in addition to stated fees.

The services and outputs provided by IronSights do not constitute professional legal, financial, or compliance advice. Neither party is liable for failures to perform caused by the other party's default. To the maximum extent permitted by law, liability for consequential, indirect, incidental, or special losses is excluded.

IronSights' total aggregate liability arising from or in connection with the agreement is capped at the total fees paid by you in the 12 months immediately preceding the relevant event, unless a higher limit is expressly specified in an Order.

Neither party will be in breach or held liable for any failure to perform their obligations caused by events beyond their reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, civil unrest, or failure of third-party telecommunications infrastructure.

IronSights maintains the following insurance coverage for the duration of any active agreement: workers' compensation insurance as required by applicable law; products liability insurance of $10,000,000; professional indemnity insurance of $2,000,000; and cyber liability insurance of $1,000,000.

Evidence of current insurance coverage will be provided to you upon written request.

Either party may terminate the agreement immediately for a breach that cannot be remedied, or for a remediable breach that has not been remedied within 14 days of written notice specifying the breach.

IronSights may terminate with 60 days' written notice if a third-party provider ceases supply of a component necessary to deliver the services. Early termination fees apply unless IronSights is in material breach of the agreement or a force majeure event has occurred.

All notices required under this agreement must be in writing and delivered in person, by pre-paid post, or by email. Personal delivery is effective immediately upon receipt. Domestic mail is effective 6 business days after posting. Email notices are effective upon receipt of a read receipt or a substantive reply from the receiving party.

Any dispute arising under this agreement must first be referred to senior representatives of each party, who will meet and attempt in good faith to resolve the matter within 10 business days of the referral.

If the dispute remains unresolved after that period, either party may refer the matter to mediation administered by the Resolution Institute. Each party bears its own costs of mediation unless a mediator or tribunal orders otherwise.

Neither party may directly solicit, recruit, or engage the other party's employees or contractors during the term of the agreement and for a period of 12 months following termination, without the prior written consent of the other party.

This restriction does not apply to employees or contractors who independently respond to a bona fide publicly advertised job posting without direct solicitation.

IronSights warrants compliance with the Privacy Act 1988 (Cth) and all applicable data protection legislation. Personal information is collected, held, and used in accordance with our Privacy Policy and only for the purpose of performing obligations under the agreement.

IronSights will notify you of any data security incidents and any Eligible Data Breaches as required under the Notifiable Data Breaches scheme, and will take all reasonable steps to protect personal information from misuse, loss, and unauthorised access, modification, or disclosure.

Rights under the agreement may not be assigned and obligations may not be novated without the prior written consent of the other party. These Terms, together with any applicable Order or Service Schedule, constitute the entire agreement between the parties and supersede all prior proposals, representations, and agreements relating to the subject matter.

Amendments to this agreement require a written instrument signed by authorised representatives of both parties. This agreement is governed by the laws of New South Wales, Australia, and each party submits to the non-exclusive jurisdiction of the courts of New South Wales.

In these Terms, the following definitions apply: “IronSights” means IronSights Pty Ltd ABN 28 615 640 547. “Order” means a written proposal, statement of work, or service agreement accepted by both parties. “Services” means the managed cyber security, consulting, monitoring, incident response, and related professional services described in an applicable Order. “Confidential Information” means information designated as confidential or that a reasonable person would regard as confidential given its nature and the circumstances of disclosure.

Unless the context otherwise requires: a reference to a party includes its successors and permitted assigns; headings are for convenience only and do not affect interpretation; and the singular includes the plural and vice versa.