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CYBER SECURITY EULA

Cyber Security EULA Agreement  

Between 

Black Lantern Pty Ltd (ACN 129 396 149). 

AND  

(The Customer) 

WHAT THIS AGREEMENT COVERS  

  1. This Agreement covers: 
  • It covers the Cybersecurity services that Black Lantern will provide to the Customer mentioned in the proposal under section – Inclusion Details. 
  • How costs will be charged by Black Lantern for Services and paid by the Customer (Inclusions and Pricing); and 
  • The terms and conditions upon which Black Lantern will provide services to the Customer.  

DEFINITIONS  

  1. The following definitions apply in this agreement:  

Customer Data means the customer’s data or content that Black Lantern obtains through the delivery of Services.  

Confidential Information means all information (whether received before or after the date of this Agreement) that is the Intellectual Property of a Party; or is by its nature confidential or proprietary to a Party; or is provided by a Party to the other Party under this Agreement where the receiving Party knows or ought reasonably to know that the information is confidential or proprietary to that Party and includes all personal, commercial, financial, legal and technical information (whether written, oral or in other recorded or tangible form) disclosed by a Party to the other Party (or to or by their respective directors, officers, employees, financiers or advisers) in relation to the business and affairs of the disclosing Party or its clients and customers.  

End Points means personal computer desktops and laptops. 

Cyber-Attacks means any and all unauthorised third-party attempts to access: the Customer’s IT systems or networks, Customer Data; or any third-party computer hacking, cyber-attacks, or cyber-threats directed to the Customer, along with any unauthorised use of the Customer Data by third-parties. 

Pricing means each and all of the fees payable for the Services specified in Pricing Section. 

 Intellectual Property means any copyright; registered or unregistered design, patent, trademark rights; trade, business, company or domain names; know-how, inventions, processes, trade secrets, confidential information; circuit layouts, databases or source codes; or similar rights in any part of the world, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing. 

IT means information technology.  

IT Hardware means Laptops and desktops, IT servers and printers. 

 Licensing means any licensing supplied and invoiced by Black Lantern like Microsoft 365, Adobe etc. 

Party means a party that executes this agreement.  

SERVICES TO BE PROVIDED  

  1. Black Lantern will provide services to the Customer in accordance with the terms of this Agreement. The services provided are set out in the Inclusion Details  

  2. Further or additional work outside of the Inclusions Details scope is excluded 

TERM OF AGREEMENT  

  1. The initial term of this Agreement shall commence as of the first date services are actually performed on behalf of Client by Black Lantern Pty Ltd (such date, the “Start Date”) and shall continue for one year thereafter (the “Initial Term”); provided, however, that the term of this Agreement shall automatically renew for subsequent one year renewal terms each beginning on the applicable anniversary of the Start Date (each a “Renewal Term” and collectively with the Initial Term, the “Term”).  

  2. The agreement can be updated by Black Lantern, and notification of updates will be sent to the customer via email newsletter.  

  3. Inclusions and Pricing and Inclusion Details  included in signed proposal form part of this agreement.  

FEES, PAYMENT AND INVOICES   

  1. In consideration of the provision of Services, the Customer will pay Black Lantern the Fees on the terms set out in Inclusions and Pricing Section. All of the Fees are exclusive of GST and GST will be added and reflect in the invoices.  

TERMINATION OF AGREEMENT  

  1. Either Party may terminate this agreement by giving the other party 90 days’ written notice. Upon termination of this agreement for any reason: 

  2. all unpaid sums owing will immediately become due and payable;
  3. each party must immediately discontinue any use of the other party’s Confidential Information (and must return or destroy such Confidential Information if directed to do so by the other party);

  4. All annual licenses or subscriptions must be paid in full for the remainder of the term. 

  5. Once all dues are cleared, Black Lantern will help supply passwords/credentials required for the Customer or their new IT provider to take over IT support, within 5 business days of receiving the request in writing.  

  6. Either Party may terminate this agreement if the other Party enters into a deed of arrangement or an order is made for it to be wound up, if an administrator, receiver or receiver/manager or a liquidator is appointed to the other Party pursuant to the Corporations Act 2001 (Cth); or if the other Party would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act 2001 (Cth).  

  7. If this Agreement is terminated by the Customer for any reason, the Customer will pay within 30 days, the Fees due to the Black Lantern and where relevant, the pro rata Fees for any Services and licenses provided by Black Lantern up to the date of termination.  

 CONFIDENTIAL INFORMATION   

  1. Each Party to this Agreement agrees and acknowledges to the other Party that:
     
  2. The Confidential information of each Party is secret and confidential to that Party;

  3. The disclosure of any Confidential Information by one Party does confer a proprietary interest in that Confidential Information on the receiving Party; 

Each Party must not without the prior written consent of the other Party, use, disclose, publish, produce, reproduce or permit the disclosure or publication of the Confidential Information of the other Party to any person, other than in accordance with this Agreement or without the other Party’s prior written consent; 

  1. Each Party may only use the other Party’s Confidential Information for the purpose of either providing or obtaining the benefit of the Services (as the case may be); 

  2. At the termination of this Agreement, each Party must return to the other Party all of the other Party’s Confidential Information and erase and destroy any records that contain the other Party’s Confidential Information; 

  3. Each Party must immediately and in writing notify the other Party of a breach of this Clause; and 

  4. The terms of this Clause do not apply to any part of the Confidential Information that a Party is required disclose under a legally binding order or direction of a Court.  

  5. The Customer owns all Intellectual Property rights in the Customer Data. Nothing in this Agreement transfers any ownership rights in the Customer Data to Black Lantern. Black Lantern acknowledges that it does not store or have the ability to store, modify, download or change any Customer Data when providing the Services under this Agreement, save for the monthly cyber security reports which are generated and sent to the customer on a monthly basis or as agreed.  

PRIVACY  

  1. Your personal information provided by you or obtained from other sources, is protected under the Privacy Act 1988 (Cth).  Please note however that that we may be compelled by law to disclose such information (for example under a court order or police warrant).  We will provide you with a copy of our privacy policy upon request or you can review it on our website.  

Liability and Indemnity 

  1. The Customer acknowledges that it is not possible to prevent all unauthorised Cyber-Attacks, and that the cyber security protection services provided to the Customer through the Third-Party Services provider is a risk mitigation measure that seeks to detect, prevent and / or minimise the impact of Cyber-Attacks on the Customer.  

  2. The Customer acknowledges and agrees that Black Lantern does not guarantee that the Third-Party Services provided to mitigate the risk of Cyber-Attacks will succeed in preventing all such attacks, that Cyber-Attacks may occur during the period of the provision of the Third-Party Services, which may cause loss and damage to the Customer. 

  3. The Customer indemnifies Black Lantern from all liability at law, including under the laws of defamation, tort, contract, or otherwise in respect of any loss, damage, or injury (including any loss of data) arising out of or in connection with its use of the Third-Party Services, to the extent that that any loss, damage or injury arises from Cyber-Attacks.

  4. The Customer indemnifies Black Lantern against any claim arising from or related to Black Lantern complying with directions, approvals or instructions provided by the customer.  

  5. The customer acknowledges that Black Lantern will review its existing IT infrastructure and operational systems related to cyber security such as: endpoints, firewall/s, router/s, switch/s, wireless access points etc and advise the customer whether such hardware can support the cyber security systems provided under this agreement. In the event that Black Lantern identifies any deficiencies in the customer’s existing IT infrastructure and / or operational systems, Black Lantern will advise the customer of any hardware that needs to be replaced in order to enable the provision of services and / or maximise the effectiveness of such services. The customer indemnifies Black Lantern from all liability at law, including under the laws of defamation, tort, contract, or otherwise in respect of any loss, damage, or injury (including any loss of data) arising from the Customer’s failure to follow Black Lantern’s reasonable recommendations concerning any required updates to IT infrastructure and operational systems that is required to support the effective operation of the Third-Party Services.  

  6. To the extent that warranties or conditions implied by the Australian Consumer Law or similar legislation can be excluded, the liability of Black Lantern for breach of any such warranty or condition is limited to the replacement or repair of the goods or, in the case of the Services, to the resupply of those services.  

GENERAL TERMS  

  1. Each section of this Agreement is separate and severable from the other sections in this Agreement.  If any section is found to be invalid or unenforceable, it shall be removed, and the remainder of this Agreement will remain in force. Any variation of a term of this Agreement must be in writing and signed by the Parties.  

  2. A reference to a Party in this Agreement includes a reference to that party or person, its employees and officers, its successors, substitutes (including, but not limited to, a party or person taking by novation), executors, administrators and permitted assignees. 

  3. The Schedules attached to this Agreement form part of this Agreement.  

  4. The laws of Victoria apply to this Agreement and the parties agree to the exclusive jurisdiction of the Victorian Courts.  

  5. The rights arising out of or under this Agreement are not assignable by a Party to a third party without prior written consent being provided by the other Party.  

  6. This Agreement sets out all the express terms of the Agreement between the Parties and supersedes all prior discussions, negotiations, understandings and agreements. No Party has relied on any statement by any other Party not expressly included in this Agreement.  

  7. Each party must pay its own costs and expenses in respect of the negotiation, preparation and execution of this Agreement.  

Non-Solicitation and Non-Compete 

  1. During the Term and for a period of twelve (12) months after termination, both parties agree not to solicit or employ any employees of the other party associated with providing or managing the provision of the Services. 

FEES PAYABLE TO BLACK LANTERN BY THE CUSTOMER 

  1. The fees payable by the Customer to Black Lantern will be calculated on a monthly basis using the product and price signed up for in this proposal along with any licenses supplied to the Customer.  

  2. Black Lantern will issue monthly tax invoices to the Customer for the Services in advance of the Services being provided to the Customer for that month. Any tax invoice issued by Black Lantern for the Fees must be paid by the Customer within 14 days.  Each tax invoice is a final account for the services rendered on that account.  

  3. If any tax invoice issued by Black Lantern remains unpaid by the Customer beyond 14 days, the Customer acknowledges that Black Lantern is entitled to cease preforming the Services and suspend any supplied licenses without notice until such time as the outstanding tax invoice is paid in full. Black Lantern will not be responsible for disruption to the Customer’s operation due to suspension of services and licenses supplied by Black Lantern  

  4. Black Lantern may charge the Customer interest if it issues an invoice to the Customer and the invoice is not paid after 14 days. The rate of interest payable will be equal to the Cash Rate Target specified by the Reserve Bank of Australia, as at the date the account was rendered, increased by 2 percentage points.  

  5. The number of Customer end users/devices under this agreement are based on current situation. Black Lantern will increase its fees in the event that the Customer increases the number of users/devices.  

  6. The monthly fee for each additional user/device will be as per the Inclusions and Pricing section of the signed agreement.  

  7. Black Lantern may increase the Fees to reflect increases in the Consumer Price Index (CPI) on providing 30 days’ Notice to the Customer. Black Lantern will not increase the Fees by more than 5% during the Term of the Agreement to reflect any increase in CPI.
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